Independent Review Report
to Johnson Matthey Plc
Report on the condensed consolidated accounts
Our conclusion
We have reviewed Johnson Matthey Plc's condensed consolidated accounts (the "interim financial statements") in the half year results of Johnson Matthey Plc for the six-month period ended 30th September 2018. Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
What we have reviewed
The interim financial statements comprise:
• the Condensed Consolidated Balance Sheet as at 30th September 2018;
• the Condensed Consolidated Income Statement and Condensed Consolidated Statement of Total Comprehensive Income for the period then ended;
• the Condensed Consolidated Cash Flow Statement for the period then ended;
• the Condensed Consolidated Statement of Changes in Equity for the period then ended; and
• the explanatory notes to the interim financial statements.
The interim financial statements included in the half year results have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
As disclosed in note 1 to the interim financial statements, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The half year results, including the interim financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half year results in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
Our responsibility is to express a conclusion on the interim financial statements in the half year results based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
What a review of interim financial statements involves
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
We have read the other information contained in the half year results and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.
PricewaterhouseCoopers LLP
Chartered Accountants
London
20th November 2018
Notes:
a) The maintenance and integrity of the Johnson Matthey Plc website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the interim financial statements since it was initially presented on the website.
b) Legislation in the United Kingdom governing the preparation and dissemination of interim financial statements may differ from legislation in other jurisdictions.
These condensed consolidated accounts do not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006 and should be read in conjunction with the Annual Report 2018. The half-yearly accounts have been prepared in accordance with International Accounting Standard (IAS) 34 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules of the UK's Financial Conduct Authority. The accounting policies applied are consistent with the accounting policies applied by the group in its consolidated accounts as at, and for the year ended, 31st March 2018, with the exception of the adoption of two new standards as explained below.
Information in respect of the year ended 31st March 2018 is derived from the company's statutory accounts for that year which have been delivered to the Registrar of Companies. The auditor's report on those statutory accounts was unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying its report and did not contain any statement under Section 498 (2) or Section 498 (3) of the Companies Act 2006. The 2018 accounts were reported on by KPMG LLP. Following the Annual General Meeting on 26th July 2018, PricewaterhouseCoopers LLP succeeded KPMG LLP as the company's auditor.
Cash and deposits, bank overdrafts and other current borrowings and related swaps in the group's consolidated balance sheet at 31st March 2018 have been re-presented to better reflect the group's cash pooling and borrowing arrangements as follows: increase cash and deposits (£45 million), increase bank overdrafts (£17 million) and increase other current borrowings and related swaps (£28 million).
The half-yearly accounts are unaudited, but have been reviewed by the auditors. They were approved by the board of directors on 20th November 2018.
New standards adopted by the group
IFRS 9 'Financial Instruments' and IFRS 15 'Revenue from Contracts with Customers' became applicable to the group on 1st April 2018 and the group changed its accounting policies as a result of adopting these new standards. The impact of the adoption of these standards and the group's new accounting policies are disclosed in note 16.
New standards issued, but not yet adopted by the group
IFRS 16 'Leases', which replaces IAS 17 'Leases', is applicable to the group from 1st April 2019. Whilst lessor accounting is similar to IAS 17, lessee accounting is significantly different. Under IFRS 16, the group will recognise on the balance sheet a right-of-use asset and a lease liability for future lease payments in respect of all leases unless the underlying assets are of low value or the lease term is 12 months or less. In the income statement, rental expense on the impacted leases will be replaced with depreciation on the right-of-use asset and interest expense on the lease liability. As set out in note 39 of the Annual Report 2018, the group had operating lease commitments totalling £93 million at 31st March 2018 and, therefore, IFRS 16 will have a material impact on the group's balance sheet. The implications of the standard are currently under review and the group has not yet determined which transition option will be applied. As the impact of transition is dependent on the option chosen, the group is unable to quantify the effect at this time.
|
|
|
|
|
|
|
|
2 |
Segmental information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying operating profit by segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Efficient |
|
|
|
|
|
|
Clean |
Natural |
|
New |
|
|
|
|
Air |
Resources |
Health |
Markets |
Eliminations |
Total |
|
|
£ million |
£ million |
£ million |
£ million |
£ million |
£ million |
|
|
|
|
|
|
|
|
|
Six months ended 30th September 2018 |
|
|
|
|
|
|
|
Revenue from external customers |
2,305 |
4,461 |
120 |
222 |
- |
7,108 |
|
Inter-segment revenue |
144 |
1,203 |
- |
7 |
(1,354) |
- |
|
Total revenue |
2,449 |
5,664 |
120 |
229 |
(1,354) |
7,108 |
|
|
|
|
|
|
|
|
|
External sales excluding precious metals |
1,312 |
408 |
118 |
171 |
- |
2,009 |
|
Inter-segment sales |
- |
55 |
- |
2 |
(57) |
- |
|
Sales excluding precious metals |
1,312 |
463 |
118 |
173 |
(57) |
2,009 |
|
|
|
|
|
|
|
|
|
Segmental underlying operating profit |
191 |
85 |
15 |
3 |
- |
294 |
|
Unallocated corporate expenses |
|
|
|
|
|
(23) |
|
Underlying operating profit (note 5) |
|
|
|
|
|
271 |
|
|
|
|
|
|
|
|
|
Segmental net assets |
1,245 |
1,342 |
486 |
231 |
- |
3,304 |
|
|
|
|
|
|
|
|
|
Six months ended 30th September 2017 |
|
|
|
|
|
|
|
Revenue from external customers |
2,006 |
4,169 |
122 |
181 |
- |
6,478 |
|
Inter-segment revenue |
128 |
1,034 |
- |
9 |
(1,171) |
- |
|
Total revenue |
2,134 |
5,203 |
122 |
190 |
(1,171) |
6,478 |
|
|
|
|
|
|
|
|
|
External sales excluding precious metals |
1,194 |
403 |
119 |
137 |
- |
1,853 |
|
Inter-segment sales |
- |
55 |
- |
6 |
(61) |
- |
|
Sales excluding precious metals |
1,194 |
458 |
119 |
143 |
(61) |
1,853 |
|
|
|
|
|
|
|
|
|
Segmental underlying operating profit |
168 |
70 |
21 |
9 |
- |
268 |
|
Unallocated corporate expenses |
|
|
|
|
|
(18) |
|
Underlying operating profit (note 5) |
|
|
|
|
|
250 |
|
|
|
|
|
|
|
|
|
Segmental net assets |
1,085 |
1,273 |
534 |
218 |
- |
3,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation from underlying operating profit to operating profit by segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Efficient |
|
|
|
|
|
|
Clean |
Natural |
|
New |
|
|
|
|
Air |
Resources |
Health |
Markets |
Corporate |
Total |
|
|
£ million |
£ million |
£ million |
£ million |
£ million |
£ million |
|
|
|
|
|
|
|
|
|
Six months ended 30th September 2018 |
|
|
|
|
|
|
|
Underlying operating profit (note 5) |
191 |
85 |
15 |
3 |
(23) |
271 |
|
Amortisation of acquired intangibles (note 6) |
(1) |
(3) |
- |
(3) |
- |
(7) |
|
Operating profit / (loss) |
190 |
82 |
15 |
- |
(23) |
264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended 30th September 2017 |
|
|
|
|
|
|
|
Underlying operating profit (note 5) |
168 |
70 |
21 |
9 |
(18) |
250 |
|
Amortisation of acquired intangibles (note 6) |
(1) |
(4) |
- |
(5) |
- |
(10) |
|
Major impairment and restructuring charges (note 7) |
- |
(7) |
(2) |
(9) |
- |
(18) |
|
Operating profit / (loss) |
167 |
59 |
19 |
(5) |
(18) |
222 |
3 |
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
|
|
|
|
|
30.9.18 |
30.9.17 |
|
|
|
|
|
|
|
|
|
|
|
£ million |
£ million |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of goods |
|
|
7,051 |
6,424 |
|
|
Rendering of services |
|
|
48 |
44 |
|
|
Royalties and licence income |
|
|
9 |
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
7,108 |
6,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
Effect of exchange rate changes on translation of foreign subsidiariesʼ sales excluding precious |
|
|
metals and underlying operating profits |
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
Average exchange rates used for translation of results of foreign operations |
|
|
30.9.18 |
|
30.9.17 |
|
|
|
|
|
|
|
|
|
|
US dollar / £ |
|
|
1.329 |
|
1.295 |
|
|
Euro / £ |
|
|
1.131 |
|
1.138 |
|
|
Chinese renminbi / £ |
|
|
8.77 |
|
8.76 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The main impact of exchange rate movements on the group's sales and underlying operating profit comes from the translation of foreign subsidiaries' results into sterling.
|
|
Six months |
|
Six months ended 30.9.17 |
|
Change at |
|
|
|
|
ended |
|
At last |
|
At this |
|
this year's |
|
|
|
|
30.9.18 |
|
year's rates |
|
year's rates |
|
rates |
|
|
|
|
£ million |
|
£ million |
|
£ million |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales excluding precious metals |
|
|
|
|
|
|
|
|
|
|
Clean Air |
1,312 |
|
1,194 |
|
1,178 |
|
+11 |
|
|
|
Efficient Natural Resources |
463 |
|
458 |
|
451 |
|
+3 |
|
|
|
Health |
118 |
|
119 |
|
117 |
|
- |
|
|
|
New Markets |
173 |
|
143 |
|
140 |
|
+23 |
|
|
|
Elimination of inter-segment sales |
(57) |
|
(61) |
|
(60) |
|
|
|
|
|
Sales excluding precious metals |
2,009 |
|
1,853 |
|
1,826 |
|
+10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying operating profit |
|
|
|
|
|
|
|
|
|
|
Clean Air |
191 |
|
168 |
|
167 |
|
+15 |
|
|
|
Efficient Natural Resources |
85 |
|
70 |
|
68 |
|
+26 |
|
|
|
Health |
15 |
|
21 |
|
21 |
|
-31 |
|
|
|
New Markets |
3 |
|
9 |
|
8 |
|
-67 |
|
|
|
Unallocated corporate expenses |
(23) |
|
(18) |
|
(18) |
|
|
|
|
|
Underlying operating profit (note 5) |
271 |
|
250 |
|
246 |
|
+10 |
|
|
|
|
|
|
|
|
|
|
5 |
Underlying profit reconciliation |
|
|
Six months ended |
|
|
|
|
|
30.9.18 |
|
30.9.17 |
|
|
|
|
|
£ million |
|
£ million |
|
|
|
|
|
|
|
|
|
|
Underlying operating profit |
|
|
271 |
|
250 |
|
|
Amortisation of acquired intangibles (note 6) |
|
|
(7) |
|
(10) |
|
|
Major impairment and restructuring charges (note 7) |
|
|
- |
|
(18) |
|
|
Operating profit |
|
|
264 |
|
222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying profit before tax |
|
|
251 |
|
233 |
|
|
Amortisation of acquired intangibles (note 6) |
|
|
(7) |
|
(10) |
|
|
Major impairment and restructuring charges (note 7) |
|
|
- |
|
(18) |
|
|
Profit before tax |
|
|
244 |
|
205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax on underlying profit before tax |
|
|
(41) |
|
(42) |
|
|
Tax on amortisation of acquired intangibles (note 6) |
|
|
1 |
|
3 |
|
|
Tax on major impairment and restructuring charges (note 7) |
|
|
- |
|
3 |
|
|
Income tax expense |
|
|
(40) |
|
(36) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying profit for the period |
|
|
210 |
|
191 |
|
|
Amortisation of acquired intangibles (note 6) |
|
|
(7) |
|
(10) |
|
|
Major impairment and restructuring charges (note 7) |
|
|
- |
|
(18) |
|
|
Tax thereon |
|
|
1 |
|
6 |
|
|
Profit for the period |
|
|
204 |
|
169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million |
|
million |
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares in issue |
|
|
192.1 |
|
191.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
pence |
|
pence |
|
|
|
|
|
|
|
|
|
|
Underlying earnings per share |
|
|
109.0 |
|
99.8 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 |
Amortisation of acquired intangibles |
|
|
|
|
Amortisation of intangible assets which arises on the acquisition of businesses, together with any subsequent impairment of these intangible assets, is shown separately on the face of the income statement and excluded from underlying operating profit.
7 |
Major impairment and restructuring charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Major impairment and restructuring charges are shown separately on the face of the income statement and excluded from underlying operating profit. As part of the group's operational efficiency programme announced on 31st March 2017, a restructuring charge of £18 million was incurred in the six months ended 30th September 2017 primarily related to redundancies and business closures. Of the total, £8 million related to asset write-offs, £6 million to provisions and £4 million to cash costs incurred.
An interim dividend of 23.25 pence (2017/18 21.75 pence) per ordinary share has been proposed by the board which will be paid on 5th February 2019 to shareholders on the register at the close of business on 30th November 2018. The estimated amount to be paid is £45 million (2017/18 £42 million) and has not been recognised in these accounts.
|
|
|
|
Six months ended |
|
|
|
|
|
30.9.18 |
|
30.9.17 |
|
|
|
|
|
£ million |
|
£ million |
|
|
|
|
|
|
|
|
|
|
2016/17 final ordinary dividend paid ─ 54.5 pence per share |
|
|
- |
|
104 |
|
|
2017/18 final ordinary dividend paid ─ 58.25 pence per share |
|
|
112 |
|
- |
|
|
Total dividends |
|
|
112 |
|
104 |
|
|
|
|
|
|
|
|
|
9 |
Net debt |
|
|
|
|
|
|
|
|
|
|
30.9.18 |
|
31.3.18 |
|
|
|
|
|
£ million |
|
£ million |
|
|
|
|
|
|
|
|
|
|
Cash and deposits1 |
|
|
141 |
|
374 |
|
|
Bank overdrafts1 |
|
|
(21) |
|
(70) |
|
|
Cash and cash equivalents |
|
|
120 |
|
304 |
|
|
Other current borrowings and related swaps1 |
|
|
(170) |
|
(38) |
|
|
Non-current borrowings and related swaps |
|
|
(992) |
|
(951) |
|
|
Non-current interest rate swaps |
|
|
6 |
|
6 |
|
|
Net debt |
|
|
(1,036) |
|
(679) |
|
|
|
|
|
|
|
|
|
|
1 Re-presented to increase cash and deposits by £45 million, bank overdrafts by £17 million and other current borrowings and related swaps by £28 million at 31st March 2018 to better reflect the group's cash pooling and borrowing arrangements. |
|
|
|
|
|
|
The increase in current borrowings primarily reflects the draw-down of short-term loans from committed revolving credit facilities in order to meet the funding requirements of the business. |
|
|
|
|
10 |
Precious metal operating leases |
|
|
|
|
The group leases, rather than purchases, precious metals to fund temporary peaks in metal requirements provided market conditions allow. These leases are from banks for specified periods (typically a few months) and for which the group pays a fee. These arrangements are classified as operating leases. The group holds sufficient precious metal inventories to meet all the obligations under these lease arrangements as they fall due. At 30th September 2018, precious metal leases were £263 million (31st March 2018 £184 million).
|
|
|
11 |
Post-employment benefits |
|
|
|
|
The group has updated the accounting valuation of its main post-employment benefit plans, which are its UK and US pension plans, and US post-retirement medical benefits plan, at 30th September 2018.
|
Movements in the net post-employment benefit assets and liabilities, including reimbursement rights, were: |
|
|
|
|
|
UK post- |
|
|
|
US post- |
|
|
|
|
|
|
|
|
|
retirement |
|
|
|
retirement |
|
|
|
|
|
|
|
UK |
|
medical |
|
US |
|
medical |
|
|
|
|
|
|
|
pension |
|
benefits |
|
pensions |
|
benefits |
|
Other |
|
Total |
|
|
|
£ million |
|
£ million |
|
£ million |
|
£ million |
|
£ million |
|
£ million |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1st April 2018 |
226 |
|
(9) |
|
(20) |
|
(26) |
|
(34) |
|
137 |
|
|
Current service cost |
(14) |
|
- |
|
(4) |
|
- |
|
(2) |
|
(20) |
|
|
Past service credit |
8 |
|
- |
|
- |
|
- |
|
- |
|
8 |
|
|
Administrative expenses |
(1) |
|
- |
|
(1) |
|
- |
|
- |
|
(2) |
|
|
Net interest |
3 |
|
- |
|
- |
|
(1) |
|
(1) |
|
1 |
|
|
Remeasurements |
67 |
|
- |
|
(3) |
|
1 |
|
- |
|
65 |
|
|
Company contributions |
26 |
|
- |
|
5 |
|
1 |
|
1 |
|
33 |
|
|
Exchange adjustments |
- |
|
- |
|
(2) |
|
(3) |
|
1 |
|
(4) |
|
|
At 30th September 2018 |
315 |
|
(9) |
|
(25) |
|
(28) |
|
(35) |
|
218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The £8 million past service credit in the UK pension plans arose as a result of the breaking of the salary linkage on the accrued pensions of employees who elected to switch from the Career Average section to the hybrid cash balance (Elements) section during the period. The £67 million remeasurement credit in the UK pension plans mainly reflects a reduction in liabilities as a result of a 20 basis-point increase in the real (after inflation) discount rate from 31st March 2018 to 30th September 2018. |
|
|
|
|
|
|
|
|
|
|
The post-employment benefit assets and liabilities are included in the balance sheet as: |
|
|
|
|
|
|
|
30.9.18 |
|
30.9.18 |
|
31.3.18 |
|
31.3.18 |
|
|
|
|
|
|
|
Post- |
|
|
|
Post- |
|
|
|
|
|
|
|
|
|
employment |
|
Employee |
|
employment |
|
Employee |
|
|
|
|
|
|
|
benefit |
|
benefit |
|
benefit |
|
benefit |
|
|
|
|
|
|
|
net assets |
|
obligations |
|
net assets |
|
obligations |
|
|
|
|
|
|
|
£ million |
|
£ million |
|
£ million |
|
£ million |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UK pension plan |
|
|
|
|
315 |
|
- |
|
226 |
|
- |
|
|
UK post-retirement medical benefits plan |
|
|
|
|
- |
|
(9) |
|
- |
|
(9) |
|
|
US pension plans |
|
|
|
|
- |
|
(25) |
|
- |
|
(20) |
|
|
US post-retirement medical benefits plan |
|
|
|
|
8 |
|
(36) |
|
8 |
|
(34) |
|
|
Other plans |
|
|
|
|
1 |
|
(36) |
|
2 |
|
(36) |
|
|
Total post-employment plans |
|
|
|
|
324 |
|
(106) |
|
236 |
|
(99) |
|
|
Other long term employee benefits |
|
|
|
|
|
|
(4) |
|
|
|
(4) |
|
|
Total long term employee benefit obligations |
|
|
|
|
|
(110) |
|
|
|
(103) |
|
|
|
|
12 |
Transactions with related parties |
|
|
|
|
There have been no material changes in related party relationships in the six months ended 30th September 2018 and no other related party transactions have taken place which have materially affected the financial position or performance of the group during that period.
Fair values are measured using a hierarchy where the inputs are:
• Level 1 ─ quoted prices in active markets for identical assets or liabilities.
• Level 2 ─ not level 1, but are observable for that asset or liability either directly or indirectly. The fair values are estimated by discounting the future contractual cash flows using appropriate market-sourced data at the balance sheet date.
• Level 3 ─ not based on observable market data (unobservable).
There have been no transfers between levels during the period.
|
Financial instruments measured at fair value are: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30.9.18 |
30.9.18 |
31.3.18 |
31.3.18 |
|
|
|
|
Level 1 |
Level 2 |
Level 1 |
Level 2 |
|
|
|
|
£ million |
£ million |
£ million |
£ million |
|
|
|
|
|
|
|
|
|
Quoted bonds purchased to fund pension deficit |
|
|
|
included in: |
|
|
|
|
|
|
|
Non-current investments |
|
|
52 |
- |
53 |
- |
|
|
|
|
|
|
|
|
|
Interest rate swaps included in: |
|
|
|
|
|
|
|
Non-current assets |
|
|
- |
6 |
- |
6 |
|
Current other borrowings and related swaps |
|
|
- |
(1) |
- |
(2) |
|
Non-current borrowings and related swaps |
|
|
- |
(10) |
- |
(8) |
|
|
|
|
|
|
|
|
|
Forward foreign exchange and precious metal price |
|
|
|
contracts and currency swaps included in: |
|
|
|
|
|
|
|
Current other financial assets |
|
|
- |
17 |
- |
15 |
|
Current other financial liabilities |
|
|
- |
(13) |
- |
(12) |
|
|
|
|
|
|
|
|
|
The fair value of financial instruments is approximately equal to book value except for: |
|
|
|
|
|
|
|
30.9.18 |
30.9.18 |
31.3.18 |
31.3.18 |
|
|
|
|
|
Carrying |
Fair |
Carrying |
Fair |
|
|
|
|
|
amount |
value |
amount |
value |
|
|
|
|
|
£ million |
£ million |
£ million |
£ million |
|
|
|
|
|
|
|
|
|
|
US Dollar Bonds 2022, 2023, 2025 and 2028 |
|
|
(478) |
(453) |
(448) |
(420) |
|
Euro Bonds 2021 and 2023 |
|
|
|
(107) |
(118) |
(104) |
(118) |
|
Euro EIB loan 2019 |
|
|
|
(110) |
(114) |
(109) |
(113) |
|
Sterling Bonds 2024 |
|
|
|
(65) |
(70) |
(65) |
(71) |
|
KfW US dollar loan 2024 |
|
|
|
(38) |
(37) |
(36) |
(35) |
Unquoted investments included in non-current investments have a carrying amount of £3 million at 30th September 2018 (31st March 2018 £3 million). There is no active market for these investments and, therefore, they are categorised as level 3.
|
|
|
14 |
Contingent liabilities |
|
The group is involved in various disputes and claims which arise from time to time in the course of its business including, for example, in relation to commercial matters, product liability, employee matters and tax audits. The group is also involved from time to time in the course of its business in legal proceedings and actions, engagement with regulatory authorities and in dispute resolution processes. These are reviewed on a regular basis and, where possible, an estimate is made of the potential financial impact on the group. In appropriate cases a provision is recognised based on advice, best estimates and management judgement. Where it is too early to determine the likely outcome of these matters, no provision is made. Whilst the group cannot predict the outcome of any current or future such matters with any certainty, it currently believes the likelihood of any material liabilities to be low, and that such liabilities, if any, will not have a material adverse effect on its consolidated income, financial position or cash flows.
On a current specific matter, Johnson Matthey has been informed by two customers of failures in certain engine systems for which the group supplied a particular coated substrate as a component for their customers' emissions after-treatment systems. The reported failures have not been demonstrated to be due to the coated substrate supplied by Johnson Matthey. The particular coated substrate has been sold to only these two customers. While Johnson Matthey works with all its customers to ensure appropriate product quality, we have not received similar notification of issues in respect of other emissions after-treatment components from these or any other customers. Johnson Matthey has not been contacted by any regulatory authority about these failures.
Having reviewed its contractual obligations and the information currently available to it, the group believes it has defensible warranty positions in respect of its supplies of coated substrate for the after-treatment systems in the affected engines. If required, it will vigorously assert its available contractual protections and defences. The outcome of any discussions relating to the matters raised is not certain, nor is the group able to make a reliable estimate of the possible financial impact at this stage, if any. Our vision is for a world that's cleaner and healthier; today and for future generations. We are committed to enabling improving air quality and we work constructively with our customers to achieve this.
15 |
Events after the balance sheet date |
|
|
|
|
On 26th October, the High Court ruled that UK defined benefit pension schemes should be amended to equalise pension benefits for men and women in relation to guaranteed minimum pensions. The group is working with the trustees of its UK pension plans to understand the extent to which the ruling impacts the liabilities of its plans. Any additional liabilities will be treated as a plan amendment and a past service cost will be reflected in the income statement in the second half of the year. As there are still a number of uncertainties with respect to the period over which the benefits should be equalised, the group cannot provide a definitive estimate of the income statement impact at this date, although the amount may be up to £30 million.
|
|
|
16 |
Changes in accounting policies |
|
This note explains the impact of the adoption of IFRS 9 'Financial Instruments' and IFRS 15 'Revenue from Contracts with Customers' on the group's financial statements and discloses the new accounting policies that have been applied from 1st April 2018 where they are different from those applied in earlier periods.
IFRS 9
Impact of adoption
IFRS 9 introduces new requirements for recognition, classification and measurement of financial assets and financial liabilities, a new impairment model for financial assets based on expected credit losses and simplified hedge accounting, replacing the requirements of IAS 39 'Financial Instruments: Recognition and Measurement'.
Classification and measurement
The group has classified its financial instruments in the appropriate IFRS 9 categories as at 1st April 2018 and, as a result, certain financial assets were reclassified from being valued at amortised cost to fair value through other comprehensive income. Derivative financial instruments that did not qualify for hedge accounting under IAS 39 were classified in the fair value through profit or loss category and gains and losses have been recognised in the income statement in the period. There is no change in the classification of these financial instruments under IFRS 9 as they fail the contractual cash flow characteristics test.
Impairment of financial assets
Trade and other receivables and contract receivables are subject to IFRS 9's new expected credit loss model and, as they do not contain a significant financing element, expected credit losses are measured using the simplified approach, which requires expected lifetime losses to be recognised from initial recognition. Whilst cash and cash equivalents are also subject to the impairment requirements of IFRS 9, there was no identified impairment loss on these balances.
Hedge accounting
Derivative financial instruments designated as part of cash flow hedges, fair values hedges and net investment hedges under IAS 39 at 31st March 2018 continue to qualify for hedge accounting under IFRS 9 at 1st April 2018 and are, therefore, treated as continuing hedges.
Summary
Changes to the classification and measurement of financial assets are applied retrospectively by adjusting opening retained earnings at 1st April 2018. The group has chosen not to restate comparative information for prior periods. The impact of adopting IFRS 9 on the group's equity as at 1st April 2018 is a decrease of £1 million.
Accounting policies applied since 1st April 2018
Investments and other financial assets
The group classifies its financial assets in the following measurement categories:
• those measured at fair value either through other comprehensive income or through profit or loss; and
• those measured at amortised cost.
At initial recognition, the group measures financial assets at fair value plus, in the case of financial assets not measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition.
The group subsequently measures equity investments at fair value and has elected to present fair value gains and losses on equity investments in other comprehensive income. There is, therefore, no subsequent reclassification of cumulative fair value gains and losses to profit or loss following disposal of the investments.
The group subsequently measures trade and other receivables and contract receivables at amortised cost, with the exception of trade receivables designated as at fair value through other comprehensive income where the group has entered into debt factoring arrangements. All other financial assets, including short-term receivables, are measured at amortised cost less any impairment provision.
For trade and other receivables and contract receivables, the group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition.
Derivative financial instruments
The group uses derivative financial instruments, in particular forward currency contracts and currency swaps, to manage the financial risks associated with its underlying business activities and the financing of those activities. The group does not undertake any speculative trading activity in derivative financial instruments.
Derivative financial instruments are measured at their fair value. Derivative financial instruments may be designated at inception as fair value hedges, cash flow hedges or net investment hedges if appropriate. Derivative financial instruments which are not designated as hedging instruments are classified as at fair value through profit or loss, but are used to manage financial risk. Changes in the fair value of any derivative financial instruments that are not designated as, or are not determined to be, effective hedges are recognised immediately in the income statement. The vast majority of forward precious metal price contracts are entered into and held for the receipt or delivery of precious metal and, therefore, are not recorded at fair value.
Cash flow hedges
Changes in the fair value of derivative financial instruments designated as cash flow hedges are recognised in other comprehensive income to the extent that the hedges are effective. Ineffective portions are recognised in the income statement immediately. If the hedged item results in the recognition of a non-financial asset or liability, the amount previously recognised in other comprehensive income is transferred out of equity and included in the initial carrying amount of the asset or liability. Otherwise, the amount previously recognised in other comprehensive income is transferred to the income statement in the same period that the hedged item is recognised in the income statement. If the hedging instrument expires or is sold, terminated or exercised, the hedge no longer meets the criteria for hedge accounting or the designation is revoked, amounts previously recognised in other comprehensive income remain in equity until the forecast transaction occurs. If a forecast transaction is no longer expected to occur, the amounts previously recognised in other comprehensive income are transferred to the income statement. If a forward precious metal price contract will be settled net in cash, it is designated and accounted for as a cash flow hedge.
Fair value hedges
Changes in the fair value of derivative financial instruments designated as fair value hedges are recognised in the income statement, together with the related changes in the fair value of the hedged asset or liability. Fair value hedge accounting is discontinued if the hedging instrument expires or is sold, terminated or exercised, the hedge no longer meets the criteria for hedge accounting or the designation is revoked.
Net investment hedges
For hedges of net investments in foreign operations, the effective portion of the gain or loss on the hedging instrument is recognised in other comprehensive income, while the ineffective portion is recognised in the income statement. Amounts taken to other comprehensive income are reclassified from equity to the income statement when the foreign operations are sold or liquidated.
Financial liabilities
Borrowings are measured at amortised cost unless they are designated as being fair value hedged, in which case they are remeasured for the fair value changes in respect of the hedged risk with these changes recognised in the income statement. All other financial liabilities, including short-term payables, are measured at amortised cost.
IFRS 15
Impact of adoption
IFRS 15 supersedes all revenue standards and interpretations in IFRS. It provides a principles-based approach for revenue recognition and requires that revenue is recognised as the distinct performance obligations promised within a contract are satisfied either at a point in time or over time.
Whilst some timing differences have been identified as a result of allocating revenue to distinct performance obligations or where the criteria set out in IFRS 15 for recognising revenue over time are met, applying IFRS 15 has not had a significant impact on the timing and recognition of revenue.
IFRS 15 provides new guidance in respect of principal versus agent considerations which is relevant to the sale of metal and substrate in Clean Air and to the sale of metal in Efficient Natural Resources. Revenue in respect of the sale of the company's metal and substrate continues to be recognised on a gross basis reflecting the fact that the group is the principal. Where the group refines metal owned by customers and control of the metal remains with the customer during the process, the revenue recognised does not include the value of the metal controlled by the customer.
Revenue from refining metal owned by customers in Efficient Natural Resources continues to be recognised over time on the basis that the group is enhancing an asset controlled by the customer.
Summary
The group has applied IFRS 15 on a modified retrospective basis, recognising the cumulative effect of initial application as an adjustment to opening retained earnings for contracts which were not completed at the adoption date. This means that the comparative information continues to be recognised under previous revenue accounting requirements. The impact of adopting IFRS 15 on the group's equity as at 1st April 2018 is an increase of £1 million. The impact of adoption on the half year financial results is also not significant.
Accounting policies applied since 1st April 2018
Revenue represents income derived from contracts for the provision of goods and services by the company and its subsidiary undertakings to customers in exchange for consideration in the ordinary course of the group's activities.
Performance obligations
Upon approval by the parties to a contract, the contract is assessed to identify each promise to transfer either a distinct good or service or a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. Goods and services are distinct and accounted for as separate performance obligations in the contract if the customer can benefit from them either on their own or together with other resources that are readily available to the customer and they are separately identifiable in the contract.
The group typically sells licences to its intellectual property together with other goods and services and, since these licences are not generally distinct in the context of the contract, revenue recognition is considered at the level of the performance obligation of which the licence forms part. Revenue in respect of performance obligations containing bundles of goods and services in which a licence with a sales or usage-based royalty is the predominant item is recognised when sales or usage occur.
Transaction price
At the start of the contract, the total transaction price is estimated as the amount of consideration to which the group expects to be entitled in exchange for transferring the promised goods and services to the customer, excluding sales taxes. Variable consideration, such as trade discounts, is included based on the expected value or most likely amount only to the extent that it is highly probable that there will not be a reversal in the amount of cumulative revenue recognised. The transaction price does not include estimates of consideration resulting from contract modifications until they have been approved by the parties to the contract. The total transaction price is allocated to the performance obligations identified in the contract in proportion to their relative stand-alone selling prices. Many of the group's products and services are bespoke in nature and, therefore, stand-alone selling prices are estimated based on cost plus margin or by reference to market data for similar products and services.
Revenue recognition
Revenue is recognised as performance obligations are satisfied as control of the goods and services is transferred to the customer.
For each performance obligation within a contract, the group determines whether it is satisfied over time or at a point in time. Performance obligations are satisfied over time if one of the following criteria is satisfied:
• the customer simultaneously receives and consumes the benefits provided by the group's performance as it performs;
• the group's performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or
• the group's performance does not create an asset with an alternative use to the group and it has an enforceable right to payment for performance completed to date.
If the over time criteria are met, revenue is recognised using an input method based on costs incurred to date as a proportion of estimated total contract costs. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised immediately as an expense.
The majority of the metal processed by the group's refining businesses is owned by customers and, therefore, revenue is recognised over time on the basis that the group is enhancing an asset controlled by the customer.
If the over time criteria for revenue recognition are not met, revenue is recognised at the point in time that control is transferred to the customer, which is usually when legal title passes to the customer and the business has the right to payment, for example, when the goods are despatched or delivered in line with the International Chamber of Commerce's International Commercial Terms (Incoterms®) as detailed in the relevant contract or on notification that the goods have been used when they are consignment products located at customers' premises. Most of the group's contracts satisfy the point in time criteria.
Contract modifications
A contract modification exists when the parties to the contract approve a modification that either changes existing or creates new enforceable rights and obligations. The effect of a contract modification on the transaction price and the group's measure of progress towards the satisfaction of the performance obligation to which it relates is recognised in one of the following ways:
• prospectively as an additional, separate contract;
• prospectively as a termination of the existing contract and creation of a new contract; or
• as part of the original contract using a cumulative catch up.
Costs to obtain a contract
Pre-contract bidding costs which are incurred regardless of whether a contract is awarded are expensed as incurred. Costs to obtain contracts that would not have been incurred had the contract not been awarded, such as sales incentives, are capitalised and recognised in line with the revenue to which they relate.
Costs to fulfil a contract
Contract fulfilment costs in respect of over time contracts are expensed as incurred. Contract fulfilment costs in respect of point in time contracts are accounted for under IAS 2 'Inventories'.
Contract receivables
Contract receivables represent amounts for which the group has an unconditional right to consideration in respect of unbilled revenue recognised at the balance sheet date.
Contract liabilities
Contract liabilities represent the obligation to transfer goods or services to a customer for which consideration has been received, or consideration is due, from the customer.
Definition and reconciliation of non-GAAP measures to GAAP measures
for the six months ended 30th September 2018
The group uses various measures to manage its business which are not defined by generally accepted accounting principles (GAAP). The group's management believes these measures provide valuable additional information to users of the accounts in understanding the group's performance.
Sales excluding precious metals (sales)
The group believes that sales excluding precious metals is a better measure of the underlying performance of the group than revenue. Total revenue can be heavily distorted by year-on-year fluctuations in the market prices of precious metals. In addition, in the majority of cases, the value of precious metals is passed directly on to our customers.
Underlying profit and earnings
These are the equivalent GAAP measures adjusted to exclude amortisation of acquired intangibles (note 6), major impairment and restructuring charges (note 7), profit or loss on disposal of businesses, gain or loss on significant legal proceedings together with associated legal costs, significant tax rate changes and, where relevant, related tax effects. The group believes that these measures provide a better guide to the underlying performance of the group. These are reconciled in note 5.
Margin
Underlying operating profit divided by sales excluding precious metals.
Working capital days
Non-precious metal related inventories, trade and other receivables and trade and other payables (including any classified as held for sale) divided by sales excluding precious metals for the last three months multiplied by 90 days.
Average working capital days
The sum of monthly working capital days for the period divided by the number of months in the period.
Free cash flow
Net cash flow from operating activities, after net interest paid, net purchases of non-current assets and investments, and dividends received from joint venture and associate.
Capex
Additions of property, plant and equipment, plus additions of other intangible assets.
Capex to depreciation ratio
Capex divided by depreciation. Depreciation is the depreciation charge on property, plant and equipment, plus the amortisation charge on other intangible assets, excluding amortisation of acquired intangibles (note 6).
Net debt (including post-tax pension deficits) to EBITDA
Net debt, including post-tax pension deficits and bonds purchased to fund UK pensions (excluded when the UK pension plan is in surplus) divided by profit for the period before net finance costs, tax, share of loss of joint venture and associate, major impairment and restructuring charges (note 7), depreciation and amortisation (EBITDA) for the same period.
Return on invested capital (ROIC)
Annualised underlying operating profit divided by the monthly average of equity, plus net debt for the same period.
|
|
|
Six months ended |
|
|
|
|
30.9.18 |
|
30.9.17 |
|
|
|
|
£ million |
|
£ million |
|
|
|
|
|
|
|
|
Average net debt |
|
|
1,029 |
|
922 |
|
Average equity |
|
|
2,373 |
|
2,093 |
|
Average capital employed |
|
|
3,402 |
|
3,015 |
|
|
|
|
|
|
|
|
Underlying operating profit for this period (note 5) |
|
|
271 |
|
250 |
|
Underlying operating profit for prior year |
|
|
525 |
|
513 |
|
Underlying operating profit for prior first half (note 5) |
|
|
(250) |
|
(236) |
|
Annualised underlying operating profit |
|
|
546 |
|
527 |
|
|
|
|
|
|
|
|
ROIC |
|
|
16.0% |
|
17.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30.9.18 |
|
31.3.18 |
|
|
|
|
£ million |
|
£ million |
|
|
|
|
|
|
|
|
Inventories |
|
|
1,035 |
|
783 |
|
Trade and other receivables |
|
|
1,281 |
|
1,228 |
|
Trade and other payables |
|
|
(920) |
|
(1,012) |
|
Total working capital |
|
|
1,396 |
|
999 |
|
Less precious metal working capital |
|
|
(671) |
|
(404) |
|
Working capital (excluding precious metals) |
|
|
725 |
|
595 |
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
30.9.18 |
30.9.17 |
|
|
|
|
£ million |
|
£ million |
|
EBITDA |
|
|
350 |
|
327 |
|
Depreciation and amortisation |
|
|
(86) |
|
(87) |
|
Major impairment and restructuring charges (note 7) |
|
|
- |
|
(18) |
|
Finance costs |
|
|
(24) |
|
(20) |
|
Finance income |
|
|
4 |
|
4 |
|
Share of loss of joint venture and associate |
|
|
- |
|
(1) |
|
Income tax expense |
|
|
(40) |
|
(36) |
|
Profit for the period |
|
|
204 |
|
169 |
|
|
|
|
|
|
|
|
EBITDA for this period |
|
|
350 |
|
327 |
|
EBITDA for prior year |
|
|
681 |
|
665 |
|
less EBITDA for prior first half |
|
|
(327) |
|
(311) |
|
Annualised EBITDA |
|
|
704 |
|
681 |
|
|
|
|
|
|
|
|
Net debt |
|
|
(1,036) |
|
(891) |
|
Pension deficits |
|
|
(61) |
|
(60) |
|
Related deferred tax |
|
|
11 |
|
15 |
|
Net debt (including post tax pension deficits) |
|
|
(1,086) |
|
(936) |
|
|
|
|
|
|
|
|
Net debt (including post tax pension deficits) to EBITDA |
|
|
1.5 |
|
1.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (outflow) / inflow from operating activities |
|
|
(88) |
|
8 |
|
Dividends received from joint venture and associate |
|
|
- |
|
1 |
|
Interest received |
|
|
4 |
|
1 |
|
Interest paid |
|
|
(27) |
|
(20) |
|
Purchases of non-current assets and investments |
|
|
(96) |
|
(81) |
|
Proceeds from sale of non-current assets and investments |
|
|
1 |
|
1 |
|
Free cash flow |
|
|
(206) |
|
(90) |
|