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Heidelberg Materials AG

Interim / Quarterly Report Aug 15, 2005

202_10-q_2005-08-15_c339c11d-2862-4bd2-a37d-be528c15c08b.pdf

Interim / Quarterly Report

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Interim Report January to June 2005

Interim Report January to June 2005

  • Adjusted Group turnover rises by 7.0 %
  • North America makes the strongest contribution to growth
  • Improved results due to volume and price increases in almost all regions
  • Germany cyclically below planned levels
  • China under increasing competitive pressure
  • Takeover bid by Spohn Cement GmbH at EUR 60 per share
  • Spohn Cement together with persons acting in concert with them held a 66.8% stake on 26 July 2005

Overview January - June 2005

2004
2005
2004
Turnover
1,895
2,142
3,241
Operating income before depreciation
(OIBD)
395
449
485
Operating income
273
325
240
Additional ordinary result
-18
36
-1
Results from participations
30
42
32
Earnings before interest and income taxes
(EBIT)
284
403
272
Profit before tax
204
342
121
Profit for the financial year
159
235
99
Group share in profit
155
218
96
Investments
103
281
187
EURm April - June January - June
2005
3,498
534
291
15
53
359
244
138
113
421

Letter to the shareholders

Ladies and Gentlemen,

The economic development in the western developed countries, and particularly in Europe, has weakened as a result of the dramatic rise in oil prices. In the US, the stable economic growth continued. The upturn continues to be strongest in the emerging countries of East and South-East Asia. In Germany, domestic demand is extremely weak this year. A decline is expected once again for the construction industry. While improvement is expected in international economic development, there is no clear sign of a trend reversal in Germany, despite the improvement in several indicators.

In the first half of the year, Group turnover increased by 7.9 % to EUR 3,498 million (previous year: 3,241). Adjusted for currency and consolidation effects, the increase amounts to 7.0 %. Once again, North America recorded the strongest growth, but a welcome improvement in turnover was also achieved in Northern Europe and Africa-Asia-Turkey; price increases contributed to this to a varying extent in different regions.

At EUR 534 million (previous year: 485), operating income before depreciation (OIBD) was 10.2 % above the previous year's level. North America made the strongest contribution to growth in both OIBD and operating income. The US dollar, which rose again recently, supported this development. However, the other regions were also able to at least partially compensate for the shortfalls of the first few months, which were due to adverse weather conditions. The additional ordinary result of EUR 15.2 million (previous year: -0.7) essentially results from the sale of parts of our concrete products business in the US. Our French participation Vicat considerably influenced the results from participations, which amounted to EUR 41.7 million (previous year: 29.8) in the second quarter.

The financial results increased by EUR 35 million to EUR -115 million (previous year: -150). This was primarily due to the fact that no foreign exchange loss was incurred at Indocement, as it was in the previous year.

Profit before tax amounts to EUR 244 million (previous year: 121). As a result of the welcome increase in results and revised German tax laws, taxes on income rose in the first half of 2005 by EUR 84 million to EUR 106 million (previous year: 22). As a result of the positive development of Indocement's profit for the financial year, the minority interests total EUR 25 million (previous year: 3). The Group share in profit amounts to EUR 113 million (previous year: 96).

Letter to the shareholders HeidelbergCement on the market HeidelbergCement interim accounts Notes to the interim accounts

Takeover bid by Spohn Cement GmbH

On 28 June 2005, Spohn Cement GmbH submitted a takeover bid to the shareholders of HeidelbergCement AG. In a detailed statement published on 11 July 2005, the Managing Board welcomes the takeover bid and indicates that the bid price of EUR 60 per share is adequate. The Managing Board feels strengthened and supported in its strategy by the aims of Spohn Cement as expressed in the bid document. In a separate statement, the Supervisory Board agreed with this assessment of the takeover bid.

Spohn Cement GmbH is owned by members of the Merckle family, who have held shares in HeidelbergCement for decades and are also represented in our Supervisory Board.

As of the end of the acceptance period on 26 July, the offer had been accepted for a total of 40,788,797 shares. This brings the total number of HeidelbergCement shares for which the offer has been accepted, plus the shares already held by Spohn Cement together with persons acting in concert with them and their subsidiaries, according to the German Securities Acquisition and Takeover Act, to 76,982,656 shares, which corresponds to 66.8% of the share capital and voting rights of HeidelbergCement AG. The additional respite for accepting the takeover bid began on 30 July and ends on 12 August 2005.

Cement and clinker sales volumes

By the end of June, the heavy losses of the first quarter, resulting from adverse weather conditions, were not yet completely compensated for. Overall, cement and clinker sales volumes rose by 2.7 % to 31.5 million tonnes (previous year: 30.7) in the first half of the year, as a result of continuing increases in North America, Northern Europe and Africa-Asia-Turkey. Excluding consolidation effects, the total sales volumes were still slightly below the previous year's level after six months.

1,000 tonnes 2004 2005
Central Europe West 3,426 3,314
Western Europe 4,336 4,171
Northern Europe 2,520 2,693
Central Europe East 4,290 4,608
North America 6,341 6,788
Africa-Asia-Turkey 9,793 9,965
Total 30,706 31,539

Cement and clinker sales volumes January - June

Employees

In the first half of the year, HeidelbergCement employed 42,055 people (previous year: 42,698) across the Group. The decrease of 650 employees results from restructuring measures in almost all regions.

Investments

In the first half of the year, cash relevant investments increased by EUR 234 million in comparison with the previous year to EUR 421 million (previous year: 187). Of this figure, EUR 208 million (previous year: 169) was invested in tangible fixed assets and EUR 213 million (previous year: 18) in financial fixed assets. Net cash from disinvestments amounted to EUR 100 million (previous year: 65).

Prospects

Despite the weakening of the global economic environment, we again anticipate a moderate increase in sales volumes and turnover for the whole of 2005. The construction industry in the US, the new EU countries and Asia remains solid. In Germany, growth is expected to recover next year; on the other hand, a decline is forecast once again for construction activity.

Due to the positive international economic development, we expect a noticeable increase in operating activities for the full year. However, heavily increasing energy costs are affecting the level of improvement in results this year. In Europe and the US, electricity prices are significantly higher than in the previous year. We are striving to offset increased fuel costs through the increased use of alternative raw materials.

Our project "win" with the aim to reduce costs and increase efficiency will not have a significant effect until next year. Our objective is to become cost leader. Therefore, we work very hard to markedly reduce complexity within the organisation and to standardise core processes world-wide. These are prerequisites for benchmarking and the Group-wide application of best practices. With these measures, we strengthen the international competitiveness of HeidelbergCement and form the basis for further profitable growth.

Heidelberg, 9 August 2005

Yours sincerely,

Dr. Bernd Scheifele Chairman of the Managing Board

Letter to the shareholders HeidelbergCement on the market HeidelbergCement interim accounts Notes to the interim accounts

HeidelbergCement on the market

Central Europe West

Construction activity in Germany decreased further during the first six months of the year. In this period, the cement sales volumes of the German cement industry dropped by 11 % in comparison with the previous year, falling to their lowest level since the fifties. The cement and clinker sales volumes of our plants decreased by 3.3 % to 3.3 million tonnes (previous year: 3.4) by the end of June. Excluding the first-time consolidation of our subsidiary Teutonia Zementwerk AG, sales volumes would have fallen by 8.3 %. The decline in cement demand was cyclically heavier than expected and therefore we could not compensate in the second quarter for the large losses in quantities caused by adverse weather conditions during the winter months. We will continue to economically increase the prices consistently step by step, which remain considerably lower than the level of our neighbouring countries in the EU. As part of the streamlining of leadership structures in Northern Germany, we began merging Anneliese Zementwerke AG into the parent company HeidelbergCement AG. Deliveries of ready-mixed concrete and aggregates also declined during the first half of the year. The heavy losses of the first three months were only partially compensated for in these business lines.

Turnover in the Central Europe West region decreased slightly in the first sixth months by 0.5 % to EUR 385 million (previous year: 387).

Western Europe

After the cold winter months, construction activity in Belgium and the Netherlands increased more strongly again in the second quarter. This allowed us to offset the heavy volume losses of the first few months. Both countries are continuing to suffer from the effects of the low price level on the German market. The restructuring of our Belgian and Dutch cement activities, with the aim to reduce costs and increase productivity, is continuing. In the United Kingdom, sales volumes are still lower than the previous year's level, due to the entry of a new competitor onto the market. We expect a significant increase in sales volumes for the second half of the year. Overall, the cement and clinker sales volumes of our plants in Western Europe decreased by 3.8 % to 4.2 million tonnes (previous year: 4.3). Sales volumes of ready-mixed concrete exceeded the previous year's level due to new consolidations, while deliveries of aggregates declined slightly.

Central Europe West
EURm 2004 2005
Cement 180 189
Concrete 166 158
Building materials 65 62
Intra-Group eliminations -24 -24
Total turnover 387 385

Turnover development by business lines January - June

Western Europe

EURm 2004 2005
Cement 346 333
Concrete 141 142
Building materials
Intra-Group eliminations -18 -26
Total turnover 468 449

Overall, turnover in Western Europe fell by 4.2% to EUR 449 million (previous year: 468) by the end of June.

Northern Europe

Construction activity in the countries of the Northern Europe region continued to develop favourably. The domestic sales volumes of our Scandinavian cement plants achieved a significant growth, primarily due to the increase in new residential building in Sweden and Norway and the intensified level of civil engineering activities in Sweden. While export deliveries from the Norwegian plants rose slightly, exports from Sweden remained below the previous year's level. The Kunda plant in Estonia and the Cesla plant near Saint Petersburg also recorded a welcome increase in domestic sales volumes. Kunda had to dispense with other clinker exports altogether in order to support the Cesla plant. After the modernisation and capacity increase of the cement kiln, clinker production restarted in Cesla at the end of July. In total, the cement and clinker sales volumes of the Northern Europe region increased by 6.9 % in comparison with the previous year to 2.7 million tonnes (previous year: 2.5). Ready-mixed concrete and aggregates deliveries also achieved noticeable increases of 18.0% and 4.9%, respectively.

Turnover in the Northern Europe region rose by 13.8 % to EUR 368 million (previous year: 323).

Central Europe East

In the first half of 2005, the countries of our Central Europe East region recorded solid economic growth. For the full year, growth rates are forecast to be partly significantly higher than the EU average. By the end of June, our subsidiaries had been able to partially compensate for the declines in sales volumes in the first quarter due to adverse weather conditions. In our main market, Poland, as well as in Hungary, deliveries once again remained significantly below the level of the same period last year. In Ukraine, we markedly increased sales volumes despite price increases. In total, cement and clinker sales volumes in the Central Europe East region grew by 7.4% to 4.6 million tonnes (previous year: 4.3) due to new consolidations. The Hungarian participation Duna-Dráva Cement, previously proportionately consolidated as a joint venture, and its subsidiary Tvornica Cementa Kakanj in Bosnia-Herzegovina, have been fully included in the consolidation scope since the beginning of the year. Deliveries of aggregates and, in particular, ready-mixed concrete developed positively.

Also due to positive exchange rate effects, turnover increased by just under 22 % to EUR 343 million (previous year: 281).

Northern Europe
----------------- --
EURm 2004 2005
Cement 180 202
Concrete 161 187
Building materials
Intra-Group eliminations -18 -21
Total turnover 323 368

Central Europe East

EURm 2004 2005
Cement 223 270
Concrete 74 98
Building materials
Intra-Group eliminations -16 -26
Total turnover 281 343

Letter to the shareholders HeidelbergCement on the market HeidelbergCement interim accounts Notes to the interim accounts

North America

In the first half of 2005, the strong growth rate of the previous year continued in the US, weakening only slightly. The continuing increase in cement consumption combined with the shortage of shipping space for imported cement led to supply bottlenecks in some regions.

Sales volumes also rose in the second quarter, with increased prices in almost all market regions. We recorded the strongest growth in sales volumes in the Canadian Prairie Provinces of our Lehigh Inland market region, with an increase of around 17 %. In the Lehigh South region, we have so far only been able to reach a level just below that of the previous year, due to the extensive winter repairs in the cement plant in Leeds, Alabama, as well as supply bottlenecks for imported cement. Overall, the cement and clinker sales volumes in the first half of the year were 7.0 % above the previous year, with 6.8 million tonnes (previous year: 6.3). Excluding the full consolidation of Glens Falls, the increase would be 3.8 %. In the ready-mixed concrete operating line, sales volumes rose by 9.3 %; quantities of aggregates increased by 9.8 %.

In the first six months, turnover rose by 17.3% to EUR 912 million (previous year: 777); in the national currency, the turnover increased by as much as 23.2% in comparison with the previous year.

Africa-Asia-Turkey

The cement and clinker sales volumes of the Africa-Asia-Turkey region increased slightly by 1.8 % to 10.0 million tonnes (previous year: 9.8).

In our African markets, the positive development in demand continued in the second quarter of 2005. In particular, our participations in Benin, Tanzania, Niger, Togo and the Republic of Congo recorded significant increases in sales volumes. We were also able to slightly exceed the previous year's high level once again in our main market, Ghana. Cement deliveries decreased considerably in Nigeria as a result of repair measures.

In Asia, our cement and clinker sales volumes rose by 3.0 % to 7.2 million tonnes (previous year: 7.0). In June, we increased our share in Indocement to 65.1 %. Despite intense competition on the Indonesian cement market, our subsidiary was able to increase its domestic sales volumes by 12 %; including exports, the sales volumes were 2.5 % above the

North America
EURm 2004 2005
Cement 469 540
Concrete 379 442
Building materials
Intra-Group eliminations -70 -71
Total turnover 777 912

Turnover development by business lines January - June

Africa-Asia-Turkey

EURm 2004 2005
Cement 438 470
Concrete 34 39
Building materials
Intra-Group eliminations -9 -13
Total turnover 464 496

previous year, with 5.8 million tonnes (previous year: 5.7). Our Chinese joint venture China Century Cement increased its sales volumes by 8.6 % to 1.6 million tonnes (consolidated: 0.8 million tonnes) despite new government measures to stem the property and construction boom. As scheduled, the commissioning of the new plant in Guangzhou with an annual capacity of 2.3 million tonnes was in July 2005. The result in China suffered from intensive competition in the cement and ready-mixed concrete area as well as from the commissioning of the new kiln.

In Turkey, the domestic sales volumes of our participation Akçansa increased considerably, boosted by lively residential construction activity. Due to the unexpectedly healthy situation on the domestic market, exports were cut back significantly.

Turnover in the Africa-Asia-Turkey region increased overall by 7.0 % to EUR 496 million (previous year: 464).

maxit Group

The maxit Group's major markets in Europe recovered in the course of the second quarter. Sales volumes benefited from this in nearly all product lines. Demand remained weak in Germany and the Benelux countries.

The two newly constructed dry mortar plants in China and Russia will start production in August and September, respectively. In China, in view of the Olympic Games in 2008, we are focusing on establishing ourselves as a strong player on the Beijing market.

In the first half of the year, the maxit Group's turnover was 2.2 % above the previous year with a total of EUR 529 million (previous year: 518).

Group Services

HC Trading's total trade volume decreased by 3.9% in the first half of the year to 5.9 million tonnes (previous year: 6.1). Increased deliveries of dry mortar and related materials could not compensate for the smaller quantities of cement and clinker.

Turnover of the Group Services business unit, which also includes worldwide trading in fossil fuels, increased by 12.6% to EUR 280 million (previous year: 249) as a result of significantly higher freight rates.

maxit Group

EURm 2004 2005
Cement
Concrete
Building materials 518 529
Intra-Group eliminations
Total turnover 518 529

Group profit and loss accounts

January - June

EUR '000s April - June January - June
2004 2005 2004 2005
Turnover 1,894,627 2,142,279 3,241,252 3,497,637
Change in stocks and work in progress -17,604 -14,565 -16,522 19,550
Own work capitalised 306 284 748 454
Operating revenues 1,877,329 2,127,998 3,225,478 3,517,641
Other operating income 50,190 50,173 101,851 92,255
Material costs -700,205 -796,033 -1,266,211 -1,382,748
Employees and personnel costs -338,846 -371,762 -668,650 -711,735
Other operating expenses -493,543 -561,337 -907,485 -981,153
Operating income before depreciation
(OIBD) 394,925 449,039 484,983 534,260
Depreciation and amortisation of
tangible fixed assets
-116,817 -121,097 -233,697 -238,614
Depreciation and amortisation of
intangible assets -5,531 -2,447 -11,249 -4,843
Operating income 272,577 325,495 240,037 290,803
Additional ordinary result -18,368 36,284 -679 15,200
Results from associated companies 37,367 37,316 40,387 46,575
Results from other participations -7,534 4,401 -8,232 6,482
Earnings before interest and
income taxes (EBIT) 284,042 403,496 271,513 359,060
Interest income and expense -53,150 -59,325 -111,420 -115,270
Exchange rate gains and losses
Profit before tax
-27,241
203,651
-1,675
342,496
-39,056
121,037
24
243,814
Taxes on income -44,884 -107,990 -21,731 -105,794
Profit for the financial year 158,767 234,506 99,306 138,020
Minority interests -4,115 -16,698 -2,863 -24,990
Group share in profit 154,652 217,808 96,443 113,030
Earnings per share in EUR (IAS 33) 1.54 2.09 0.96 1.07

Group cash flow statement

January - June

EUR '000s 2004 2005
Operating income before depreciation (OIBD) 484,983 534,260
Additional ordinary result before depreciation 10,827 14,494
Dividends received 6,167 16,906
Interest paid -108,783 -168,250
Taxes paid -32,846 -65,789
Elimination of non-cash items 27,606 17,121
Cash flow 387,954 348,742
Changes in operating assets -294,998 -397,190
Changes in operating liabilities 46,543 42,161
Cash flow from operating activities 139,499 -6,287
Intangible assets -2,058 -3,479
Tangible fixed assets -166,538 -205,065
Financial fixed assets -17,905 -212,606
Investments (cash outflow) -186,501 -421,150
Proceeds from fixed asset disposals 64,883 99,597
Cash from changes in consolidation scope 63,615 19,999
Cash flow from investing activities -58,003 -301,554
Capital increase 271,512
Dividend payments – HeidelbergCement AG -114,446 -55,491
Dividend payments – minority shareholders -4,977 -20,448
Proceeds from bond issuance and loans 256,621 580,008
Repayment of bonds and loans -302,170 -391,003
Cash flow from financing activities -164,972 384,578
Net change in cash and cash equivalents -83,476 76,737
Effect of exchange rate changes -3,811 -28,959
Cash and cash equivalents at 1 January 524,961 305,009
Cash and cash equivalents at 30 June* 437,674 352,787

* In the balance sheet, the item "Short-term investments and similar rights" also lists the market value of hedging transactions and the "available for sale financial assets" amounting to EUR 70.1 million (previous year: 81.2).

Group balance sheet

Assets

EUR '000s 31 Dec. 2004 30 June 2005
Long-term assets
Intangible assets
Tangible fixed assets
2,297,697 2,383,775
Land and buildings 1,872,849 2,005,206
Plant and machinery 2,684,415 2,816,264
Fixtures, fittings, tools and equipment 171,124 176,110
Payment on account and assets under construction 330,302 450,388
5,058,690 5,447,968
Financial fixed assets
Shares in associated companies 655,987 708,690
Shares in other participations 205,455 236,540
Loans to participations 12,792 13,995
Other loans 51,843 49,636
926,077 1,008,861
Fixed assets 8,282,464 8,840,604
Deferred taxes 168,271 191,979
Other long-term receivables 48,884 63,105
8,499,619 9,095,688
Short-term assets
Stocks
Raw materials and consumables 413,496 458,997
Work in progress 79,916 97,555
Finished goods and goods for resale 244,207 283,465
Payments on account 20,847 22,653
758,466 862,670
Receivables and other assets
Short-term financial receivables 138,486 206,724
Trade receivables 738,207 1,112,860
Other short-term operating receivables 157,339 204,186
Current income tax assets 38,640 46,396
1,072,672 1,570,166
Short-term investments and similar rights 117,436 86,917
Cash at bank and in hand 267,714 336,011
2,216,288 2,855,764
Balance sheet total 10,715,907 11,951,452

Liabilities

EUR '000s 31 Dec. 2004 30 June 2005
Shareholders' equity and minority interests
Subscribed share capital 258,421 295,004
Capital reserves 1,930,491 2,475,042
Revenue reserves 1,720,735 1,803,790
Currency translation -372,498 -237,809
Company shares -2,936 -2,936
Capital entitled to shareholders 3,534,213 4,333,091
Minority interests 429,110 436,020
3,963,323 4,769,111
Long-term provisions and liabilities
Provisions
Provisions for pensions 576,547 612,488
Deferred taxes 470,436 505,970
Other long-term provisions 549,061 466,781
1,596,044 1,585,239
Liabilities
Debenture loans 1,949,188 1,468,227
Bank loans 1,025,294 1,400,571
Other long-term financial liabilities 524,505 541,015
3,498,987 3,409,813
Other long-term operating liabilities 7,138 8,523
3,506,125 3,418,336
5,102,169 5,003,575
Short-term provisions and liabilities
Provisions 110,013 115,649
Liabilities
Bank loans (current portion) 219,697 495,698
Other short-term financial liabilities 334,831 407,469
554,528 903,167
Trade payables 488,934 518,529
Current income taxes payables 55,280 106,281
Other short-term operating liabilities 441,660 535,140
1,540,402 2,063,117
1,650,415 2,178,766
Balance sheet total 10,715,907 11,951,452

Group equity capital grid

EUR '000s
Subscribed
share capital
1 January 2004 255,104
Effect of adopting
IAS 19 (Amendment Dec. 2004)
IAS 28 Shares in associated companies
1 January 2004 (restated) 255,104
Profit for the financial year
Capital increase
from issuance of new shares 3,317
Dividends
Changes without effects on results
Consolidation adjustments
IFRS 3.81 Offsetting of negative goodwill
IAS 28 Shares in associated companies
Financial instruments IAS 39
Exchange rate
30 June 2004 258,421
1 January 2005 258,421
Effect of adopting
IAS 28 Shares in associated companies
IFRS 2 Share-based payment
1 January 2005 (restated) 258,421
Profit for the financial year
Capital increase
from issuance of new shares 36,583
Dividends
Changes without effects on results
Consolidation adjustments
Financial instruments IAS 39
Exchange rate
30 June 2005 295,004

1) Realised currency translation adjustments

Capital reserves Revenue reserves Currency transla-
tion
Company shares Capital entitled
to shareholders
Minority interests Total
1,888,454 2,237,338 -342,286 -7,465 4,031,145 153,902 4,185,047
-105,627 -105,627 -105,627
16,155 16,155 16,155
1,888,454 2,147,866 -342,286 -7,465 3,941,673 153,902 4,095,575
96,443 96,443 2,863 99,306
42,037 45,354 45,354
-114,446 -114,446 -4,977 -119,423
-581 -581 326,557 325,976
22,794 22,794 22,794
1,178 1,178 1,178
557 557 557
1)
-2,104
15,212 13,108 -33,656 -20,548
1,930,491 2,151,707 -327,074 -7,465 4,006,080 444,689 4,450,769
1,930,491 1,720,735 -372,498 -2,936 3,534,213 429,110 3,963,323
19,077 19,077 19,077
-1,160 -1,160 -1,160
1,930,491 1,738,652 -372,498 -2,936 3,552,130 429,110 3,981,240
113,030 113,030 24,990 138,020
544,551 581,134 581,134
-55,491 -55,491 -20,448 -75,939
-270 -270 25,201 24,931
7,869 7,869 7,869
134,689 134,689 -22,833 111,856
2,475,042 1,803,790 -237,809 -2,936 4,333,091 436,020 4,769,111

Notes to the interim accounts

Accounting and consolidation principles

For the quarterly closing, HeidelbergCement has adopted the International Financial Reporting Standards (IFRS) with the standards applicable at the balance sheet date.

Material changes in comparison to the accounting and valuation principles at 31 December 2004 result from the first-time adoption of IFRS 2 (Share-based Payment), IFRS 4 (Insurance Contracts), IFRS 5 (Non-current Assets Held for Sale and Discontinued Operations) and the revised version of IAS 28 (Accounting for Investments in Associates).

Since 1 January 2005, investments in associated companies have been accounted for in the Group financial statements using the equity method on the basis of uniform accounting policies (IAS 28.26). The adjustment to Group-wide uniform accounting and valuation principles was applied by 30 June 2005, provided that the financial statements according to IFRS were available at the balance sheet date.

IFRS 2 (Share-based Payment) governs in detail the accounting of share-based payment transactions in the financial statements. In particular, the standard deals with share options for the management staff. For share-based equity-settled payment transactions, this IFRS must be applied to shares, share options and other equity instruments which were granted after 7 November 2002 and which were not yet exercisable at the time this IFRS came into force (IFRS 2.53). Consequently, IFRS 2 has not been applied to the real 2001/2007 share option plan, as this was issued before this cut-off date and was previously not exercisable. For the virtual share option plans 2000/2006, 2002/2008 and 2003/2009, the share options have been valued at their attributable current value.

IFRS 4 (Insurance Contracts) is to regulate the accounting method for insurance contracts. In particular, the standard requires details concerning the identification and explanation of the amounts originating from insurance contracts in an insurer's financial statements. The introduction of the standard did not have any impact within the Group.

IFRS 5 (Non-current Assets Held for Sale and Discontinued Operations) defines the requirements for classification, valuation and presentation of long-term assets held for sale. No circumstances currently exist within the Group that justify the application of IFRS 5.

The goodwill resulting from the first-time inclusion of TEUTONIA Zementwerk AG, Hanover, amounted to EUR 44.1 million. The purchase price of this transaction amounted to EUR 103.0 million. Goodwill of EUR 53.0 million resulted from the purchase of the remaining shares (49.67%) in Heidelberger Zement South-East Asia GmbH (HZSEA), Heidelberg, which in turn has a participation of 65.14 % in PT Indocement Tunggal Prakarsa Tbk., Jakarta/Indonesia. The goodwill comprises market shares purchased that cannot be assigned to any other determinable and separable intangible fixed assets. The acquisition of HZSEA took place in exchange for issuing new HeidelbergCement shares to a total of EUR 309.6 million. The increase in the shareholding in Glens Falls Lehigh Cement Company, New York, and in Campbell Concrete & Materials L.P., Texas, amounted to a total of EUR 86.9 million.

The results from other participations include the revenues from other participations as well as the depreciation of financial fixed assets.

Seasonal nature of the business

Regional weather conditions are reflected in HeidelbergCement's production and sales position.

We detail below the regional changes in the scope of consolidation since 31 December 2004. All newly included companies were fully consolidated in the Group accounts. The percentage of shares owned by the Group in each case is given in brackets. ■ Scope of consolidation

Central Europe West

The companies Heidelberger Beton GmbH & Co. Bremen KG, Bremen (100 %), and TBG Transportbeton Zwickau GmbH & Co. KG, Zwickau (60.0 %), were included in the scope of consolidation for the first time on 1 January 2005, while TEUTONIA Zementwerk AG, Hanover (91.7 %), Hannoversche Portland Cementfabrik AG, Hanover (86.9 %), and Germania GdR, Hanover (89.3 %), were included for the first time on 1 May 2005.

Central Europe East

The Romanian company Carpatcemtrans S.R.L., Bucharest (98.9 %), entered the scope of consolidation for the first time in 2005.

North America

The previously proportionately consolidated companies Glens Falls Lehigh Cement Company, New York, and Campbell Concrete & Materials L.P., Texas, are now fully consolidated after the share was increased to 100 %.

maxit Group

The Hungarian company Deitermann Hungaria Kereskedelmi Kft., Budapest (100 %), was included in the consolidation scope of the maxit Group for the first time as of 1 January 2005 and m-tec machinery technology Co. Ltd., Shanghai (100%), was included as of 1 April 2005. The following statements present the opening balance sheet and results of the first half of 2005 for the newly consolidated companies, as prescribed by IFRS 3.67 ff. (Business Combinations):

Assets

Long-term assets
Intangible assets 131
Tangible fixed assets 75,418
Financial fixed assets 14,383
Fixed assets 89,932
Other long-term receivables 674
90,606
Short-term assets
Stocks 7,228
Receivables and other assets 7,967
Short-term investments 8,859
Cash at bank and in hand 3,671
27,725
Balance sheet total 118,331

Liabilities

EUR '000s

EUR '000s
Shareholders' equity and minority interests
Capital entitled to shareholders 75,702
75,702
Long-term provisions and liabilities
Provisions 34,049
Liabilities 536
34,585
Short-term provisions and liabilities
Provisions 294
Liabilities 7,750
8,044
Balance sheet total 118,331

Results for the companies consolidated for the first time in the first half of 2005

Profit for the financial year 612
Minority interests -12
Group share in profit 600

Segment reporting

EURm External turnover Inter-region turnover Turnover Change to previous year in % Operating income before depreciation (OIBD) in % of turnover Depreciation Operating income in % of turnover Results from participations Additional ordinary result Earnings before interest and income taxes (EBIT) Investments1) Employees Central Europe West Western Europe Northern Europe Central Europe East 277 4 281 79 28.2 % 26 53 18.8 % -1 52 26 8,332 338 5 343 21.8 % 87 25.3 % 35 52 15.2 % 1 53 37 8,437 297 27 323 31 9.5 % 28 3 0.8 % 1 3 17 4,101 341 27 368 13.8 % 43 11.8 % 28 15 4.1 % 1 17 16 4,018 459 9 468 70 14.9 % 41 29 6.3 % 4 34 22 3,711 441 8 449 -4.2 % 71 15.8 % 39 32 7.2 % -3 29 30 3,590 381 7 387 33 8.6 % 37 -4 -1.0 % 28 24 18 4,456 377 8 385 -0.5 % 34 8.9 % 32 2 0.6 % 42 44 24 4,363 2004 2005 2004 2005 2004 2005 2004 2005

Regions January to June 2005 (Primary reporting format under IAS 14 No. 50 ff.)

1) Investments = in the segment columns: tangible and intangible fixed asset investments; in the reconciliation column: financial fixed asset investments

North America Africa-Asia-Turkey
maxit Group
Group Services Reconciliation Group
2004 2005 2004 2005 2004 2005 2004 2005 2004 2005 2004 2005
777 912 432 467 517 528 101 94 3,241 3,498
31 29 1 1 147 186 -226 -263
777 912 464 496 518 529 249 280 -226 -263 3,241 3,498
17.3 % 7.0 % 2.2 % 12.6 % 7.9 %
110 154 90 81 68 59 3 5 485 534
14.2 % 16.9 % 19.5 % 16.3 % 13.2 % 11.3 % 1.2 % 1.7 % 15.0 % 15.3 %
49 47 35 35 29 27 0 0 245 243
62 107 55 46 40 32 3 5 240 291
7.9 % 11.7 % 11.9 % 9.2 % 7.6 % 6.1 % 1.1 % 1.6 % 7.4 % 8.3 %
0 -1 -1 12 1 1 32 53
-1 15 -1 15
61 106 54 57 41 34 3 5 -1 15 272 359
41 56 26 24 19 21 18 213 187 421
5,912 6,022 11,232 10,607 4,903 4,961 51 57 42,698 42,055

Financial calendar

8 November 2005
February 2006
March 2006
4 May 2006
EURm Cement Concrete Building
materials
Intra Group
Eliminations
Total
2004 2005 2004 2005 2004 2005 2004 2005 2004 2005
Central Europe West 180 189 166 158 65 62 -24 -24 387 385
Western Europe 346 333 141 142 -18 -26 468 449
Northern Europe 180 202 161 187 -18 -21 323 368
Central Europe East 223 270 74 98 -16 -26 281 343
North America 469 540 379 442 -70 -71 777 912
Africa-Asia-Turkey 438 470 34 39 -9 -13 464 496
maxit Group 518 529 518 529
Total 1,837 2,004 954 1,067 582 591 -155 -181 3,218 3,481
Group Services 249 280
Inter-region turnover -226 -263
Total Group 3,241 3,498

Turnover development by regions and business lines January to June 2005

Exchange rates

Exchange rates at Average exchange rates
31 Dec. 2004 30 June 2005 01-06/2004 01-06/2005
Country EUR EUR EUR EUR
USD US 1.3558 1.2100 1.2231 1.2850
CAD Canada 1.6308 1.4823 1.6404 1.5862
GBP Great Britain 0.7067 0.6755 0.6719 0.6857
HRK Croatia 7.6318 7.3154 7.4969 7.4228
IDR Indonesia 12,595.38 11,752.73 10,755.18 12,140.08
NOK Norway 8.2378 7.8992 8.4175 8.1436
PLN Poland 4.0810 4.0557 4.7168 4.0730
ROL Romania 39,313 36,017 1) 36,615
SEK Sweden 9.0191 9.4454 9.1639 9.1460
CZK Czech Republic 30.3903 30.0564 32.3878 30.0486
HUF Hungary 244.9253 246.7553 254.6171 247.0403
TRY Turkey 1,823,551 1.6069
2)
1) 1)

1) In accordance with IAS 21.42 (a) all amounts are translated using the closing rate at the date of the most recent balance sheet.

2) On 1 January 2005, the Turkish Lira was renamed to Turkish New Lira and it was redenominated by cutting six zeros.

HeidelbergCement AG Berliner Strasse 6 69120 Heidelberg, Germany www.heidelbergcement.com

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