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ICI » Topics » Forward-looking statements

These excerpts taken from the ICI 6-K filed Mar 21, 2007.
Forward-looking statements
This Annual Review contains statements concerning the Group’s business, financial condition, results of operations and certain of the Group’s plans, objectives, assumptions, projections, expectations or beliefs with respect to these items. These statements are intended as forward-looking statements within the meaning of the US Private Securities Litigations Reform Act of 1995. These statements include, without limitation, those concerning: the Group’s strategy and its ability to achieve it; the benefits of the restructuring programmes in the Group’s businesses; the Group’s net debt; the Group’s credit rating; expectations regarding sales, operating profit and growth; plans for the launch of new products and services; the impact of regulatory initiatives on operations and costs; the Group’s possible or assumed future results of operations; capital expenditure and investment plans; adequacy of capital and liquidity; financing plans; the Group’s retirement benefit schemes; the outcome of claims and litigation; and statements preceded by, followed by or that included the words “believe”, “expect”, “intend”, “will”, “plan”, “anticipate”, “goal”, “aim”, “seeks”, or similar expressions.

The Company cautions that any forward-looking statements in this Annual Review may, and often do, vary from actual results and the differences between these statements and actual results can be material. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only at their respective dates. The Company undertakes no obligation to release publicly the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Annual Review, including, without limitation, changes in the Group’s business or acquisition or divestment strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, among other things: the impact of competitive products and pricing; changes in the price of raw materials; the occurrence of major operational problems; the loss of major customers; limitations imposed by the Group’s indebtedness and leverage; a credit rating downgrade by the rating agencies; contingent liabilities, including those arising in connection with disposed businesses; risks associated with the Group’s international operations; risk of claims and litigation; financial performance of the Group’s retirement benefit schemes; and other factors described in the Company’s filings with the US Securities and Exchange Commission.


 

24 ICI Annual Review 2006 www.ici.com

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Forward-looking statements

 

This Annual Report and Accounts contains statements concerning the Group’s business, financial condition, results of operations and certain of the Group’s plans, objectives, assumptions, projections, expectations or beliefs with respect to these items. These statements are intended as forward-looking statements within the meaning of the US Private Securities Litigations Reform Act of 1995. These statements include, without limitation, those concerning:

• strategies and the Group’s ability to achieve them
   
• the benefits of the restructuring programmes in the Group’s businesses;
   
• the Group’s net debt;
   
• the Group’s credit rating;
   
• expectations regarding sales, operating profit and growth;
   
• plans for the launch of new products and services;
   
• the impact of regulatory initiatives on operations and costs;
   
• the Group’s possible or assumed future results of operations;
   
• capital expenditure and investment plans;
   
• adequacy of capital and liquidity;
   
• financing plans;
   
• the Group’s retirement benefit schemes;
   
• the outcome of claims and litigation; and
   
• statements preceded by, followed by, or that included the words “believe”, “expect”, “intend”, “will”, “plan”, “anticipate”, “goal”, “aim”, “seeks”, or similar expressions.

The Company cautions that any forward-looking statements in this Annual Report and Accounts may, and often do, vary from actual results and the differences between these statements and actual results can be material. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only at their respective dates.

The Company undertakes no obligation to release publicly the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Annual Report and Accounts, including, without limitation, changes in the Group’s business or acquisition or divestment strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, among other things:

• the impact of competitive products and pricing;
   
• changes in the prices of raw materials;
   
• the occurrence of major operational problems;
   
• risks associated with significant projects;
   
• the loss of key personnel;
   
• the loss of major customers;
   
• reliance on key suppliers;
   
• limitations imposed by the Group’s indebtedness and leverage;
   
• a credit rating downgrade by the rating agencies;
   
• contingent liabilities, including those arising in connection with disposed businesses;
   
• risks associated with the Group’s international operations;
   
• economic, social and political conditions in developing countries;
   
• risks of claims and litigation;
   
• violations of environmental, health and safety laws and regulations;
   
• risks associated with corporate governance compliance;
   
• financial performance of the Group’s retirement benefit schemes; and
   
• other factors described in the Company’s filings with the US Securities and Exchange Commission.
This excerpt taken from the ICI 20-F filed Mar 31, 2006.

Forward-looking statements

This Annual Report and Accounts contains statements concerning the Group’s business, financial condition, results of operations and certain of the Group’s plans, objectives, assumptions, projections, expectations or beliefs with respect to these items. These statements are intended as forward-looking statements within the meaning of the US Private Securities Litigations Reform Act of 1995. These statements include, without limitation, those concerning:

• the Group’s strategy and its ability to achieve it;
   
• the benefits of the restructuring programmes in the Group’s businesses;
   
• the Group’s net debt;
   
• the Group’s credit rating;
   
• expectations regarding sales, operating profit and growth;
   
• plans for the launch of new products and services;
   
• the impact of regulatory initiatives on operations and costs;
   
• the Group’s possible or assumed future results of operations;
   
• capital expenditure and investment plans;
   
• adequacy of capital and liquidity;
   
• financing plans;
   
• the Group’s retirement benefit schemes;
   
• the outcome of claims and litigation; and
   
• statements preceded by, followed by, or that included the words “believe”, “expect”, “intend”, “will”, “plan”, “anticipate”, “goal”, “aim”, “seeks”, or similar expressions.

The Company cautions that any forward-looking statements in this Annual Report and Accounts may, and often do, vary from actual results and the differences between these statements and actual results can be material. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only at their respective dates.

The Company undertakes no obligation to release publicly the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Annual Report and Accounts, including, without limitation, changes in the Group’s business or acquisition or divestment strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, among other things:
• the impact of competitive products and pricing;
   
• changes in the price of raw materials;
   
• the occurrence of major operational problems;
   
• the loss of major customers;
   
• limitations imposed by the Group’s indebtedness and leverage;
   
• a credit rating downgrade by the rating agencies;
   
• contingent liabilities, including those arising in connection with disposed businesses;
   
• risks associated with the Group’s international operations;
   
• risks of claims and litigation;
   
• financial performance of the Group’s retirement benefit schemes; and
   
• other factors described in the Company’s filings with the US Securities and Exchange Commission.
These excerpts taken from the ICI 6-K filed Mar 14, 2006.
Forward-looking statements
This Annual Review contains statements concerning the Group’s business, financial condition, results of operations and certain of the Group’s plans, objectives, assumptions, projections, expectations or beliefs with respect to these items. These statements are intended as forward-looking statements within the meaning of the US Private Securities Litigations Reform Act of 1995. These statements include, without limitation, those concerning: the Group’s strategy and its ability to achieve it; the benefits of the restructuring programmes in the Group’s businesses; the Group’s net debt; the Group’s credit rating; expectations regarding sales, operating profit and growth; plans for the launch of new products and services; the impact of regulatory initiatives on operations and costs; the Group’s possible or assumed future results of operations; capital expenditure and investment plans; adequacy of capital and liquidity; financing plans; the Group’s retirement benefit schemes; the outcome of claims and litigation; and statements preceded by, followed by or that included the words “believe”, “expect”, “intend”, “will”, “plan”, “anticipate”, “goal”, “aim”, “seeks”, or similar expressions.

The Company cautions that any forward-looking statements in this Annual Review may, and often do, vary from actual results and the differences between these statements and actual results can be material. Accordingly, readers are cautioned not to place undue reliance on forward-looking

statements, which speak only at their respective dates. The Company undertakes no obligation to release publicly the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Annual Review, including, without limitation, changes in the Group’s business or acquisition or divestment strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, among other things: the impact of competitive products and pricing; changes in the price of raw materials; the occurrence of major operational problems; the loss of major customers; limitations imposed by the Group’s indebtedness and leverage; a credit rating downgrade by the rating agencies; contingent liabilities, including those arising in connection with disposed businesses; risks associated with the Group’s international operations; risk of claims and litigation; financial performance of the Group’s retirement benefit schemes; and other factors described in the Company’s filings with the US Securities and Exchange Commission.


 

Definitions       
Adjusted earnings per share    Net profit before special items attributable to the equity holders of the parent, divided by weighted average number of  shares in issue (less weighted average number of shares held by the Group’s employee share plans) during the period. 
       
Comparable sales growth    Sales growth compared with the prior period excluding the effects of currency translation differences and the impact  of acquisitions and divestments. 
       
Comparable trading profit growth    Trading profit growth compared with the prior period excluding the effects of currency translation differences and the  impact of acquisitions and divestments. 
       
Earnings per share    Net profit after special items attributable to the equity holders of the parent, divided by the weighted average number of  shares in issue (less the weighted average number of shares held by the Group’s employee share plans) during the period. 
       
IAS/IASB    International Accounting Standard/International Accounting Standards Board. 
       
Interest cover    Calculations of interest cover are based on the sum of the Group’s trading profit, post-retirement benefit finance  charges, the Group’s share of net associated company income (associates trading profit less taxation and net  finance expense of associates) divided by interest payable by the Group (excluding share of net finance expense  of associates and post-retirement benefit finance expense). 
       
Net debt    The borrowings of ICI – comprising loans and short-term borrowings other than overdrafts together with related  derivatives, obligations under finance leases and the liabilities associated with the forward contracts for the  acquisition of own shares (the extent that the contracts are “out of the money”) – less cash (including overdrafts),  cash equivalents and current asset investments. 
       
Return on capital employed (ROCE)    Group trading profit after amortisation of intangibles, before special items, after restructuring amortisation* and after  a tax charge† for the last 12 months divided by the average of capital employed for this current period end and that  of the 12 months previously, expressed as a percentage. 
       
    Notes: 
    * 
Cash expenditure on restructuring is capitalised in each year that expenditure occurs and is then amortised over  three years starting on 1 January following the year of the expenditure.
       
    † 
A tax charge is applied to the Group trading profit (before amortisation of intangibles and after restructuring  amortisation) using the Group’s effective tax rate for the year (2005: 21%, 2004: 21%). 
       
Special items    Special items are those items of financial performance that should be separately disclosed to assist in the  understanding of the financial performance achieved by the Group and in making projections of future results.  Special items includes items relating to both continuing and discontinued businesses. 
       
Trading margin    Trading profit expressed as a percentage of sales. 
       
Trading profit    Operating profit before special items. 

Words within single quotation marks, the letters ICI, the Roundel Device, National Starch, Quest and Uniqema are all trademarks of the ICI Group of companies.

Printed in Great Britain on paper manufactured at a mill certified to ISO 14001 environmental management standard. The fibres used are from sustainable sources and have been bleached using a combination of Totally Chlorine Free (TCF) and Elemental Chlorine Free (ECF) processes. The material is recyclable and biodegradable. Design: Corporate Edge. Print: St Ives Westerham Press.

 

   
   
Forward-looking statements and definitions ICI Annual Review 2005 29

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Forward-looking statements

This Annual Report and Accounts contains statements concerning the Group’s business, financial condition, results of operations and certain of the Group’s plans, objectives, assumptions, projections, expectations or beliefs with respect to these items. These statements are intended as forward-looking statements within the meaning of the US Private Securities Litigations Reform Act of 1995. These statements include, without limitation, those concerning:

• the Group’s strategy and its ability to achieve it;
   
• the benefits of the restructuring programmes in the Group’s businesses;
   
• the Group’s net debt;
   
• the Group’s credit rating;
   
• expectations regarding sales, operating profit and growth;
   
• plans for the launch of new products and services;
   
• the impact of regulatory initiatives on operations and costs;
   
• the Group’s possible or assumed future results of operations;
   
• capital expenditure and investment plans;
   
• adequacy of capital and liquidity;
   
• financing plans;
   
• the Group’s retirement benefit schemes;
   
• the outcome of claims and litigation; and
   
• statements preceded by, followed by, or that included the words “believe”, “expect”, “intend”, “will”, “plan”, “anticipate”, “goal”, “aim”, “seeks”, or similar expressions.

The Company cautions that any forward-looking statements in this Annual Report and Accounts may, and often do, vary from actual results and the differences between these statements and actual results can be material. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only at their respective dates.

The Company undertakes no obligation to release publicly the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Annual Report and Accounts, including, without limitation, changes in the Group’s business or acquisition or divestment strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, among other things:
• the impact of competitive products and pricing;
   
• changes in the price of raw materials;
   
• the occurrence of major operational problems;
   
• the loss of major customers;
   
• limitations imposed by the Group’s indebtedness and leverage;
   
• a credit rating downgrade by the rating agencies;
   
• contingent liabilities, including those arising in connection with disposed businesses;
   
• risks associated with the Group’s international operations;
   
• risks of claims and litigation;
   
• financial performance of the Group’s retirement benefit schemes; and
   
• other factors described in the Company’s filings with the US Securities and Exchange Commission.
This excerpt taken from the ICI 6-K filed Aug 11, 2005.

Forward-looking statements

This document contains statements concerning the Group’s business, financial condition, results of operations and certain of the Group’s plans, objectives, assumptions, projections, expectations or beliefs with respect to these items. These statements are intended as forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.

The Company cautions that any forward-looking statements in this document may and often do vary from actual results and the differences between these statements and actual results can be material. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only at their respective dates. The Company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this document, including, without limitation, changes in the Group’s business or acquisition or divestment strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, among other things: the impact of competitive products and pricing; changes in the price of raw materials; the occurrence of major operational problems; the loss of major customers; limitations imposed by the Group’s indebtedness and leverage; a credit rating downgrade by the rating agencies; undertakings and guarantees relating to pension funds; contingent liabilities, including those arising in connection with disposed businesses; risks associated with the Group’s international operations; risks of litigation; and other factors described in the Company’s filings with the Securities and Exchange Commission.

    
ICI INTERIM REPORT 2005 33

This excerpt taken from the ICI 6-K filed Mar 16, 2005.
Forward-looking statements
This Annual Review contains statements concerning the Group’s business, financial condition, results of operations and certain of the Group’s plans, objectives, assumptions, projections, expectations or beliefs with respect to these items. These statements are intended as forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements include, without limitation, those concerning: the Group’s strategy and its ability to achieve it; the benefits of the restructuring programmes in the Group’s businesses; the Group’s net debt; the Group’s credit rating; expectations regarding sales, operating profit and growth; plans for the launch of new products and services; the impact of regulatory initiatives on operations and costs; the Group’s possible or assumed future results of operations; capital expenditure and investment plans; adequacy of capital; financing plans; and statements preceded by, followed by, or that include the words “believe”, “expect”, “intend”, “will”, “plan”, “anticipate”, “goal”, “aim”, “seek” or similar expressions.

The Company cautions that any forward-looking statements in this Annual Review may and often do vary from actual results and the differences between these statements and actual results can be material. Accordingly, readers are cautioned not to place undue reliance on forward-looking

statements, which speak only at their respective dates. The Company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Annual Review, including, without limitation, changes in the Group’s business or acquisition or divestment strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, among other things: the impact of competitive products and pricing; changes in the price of raw materials; the occurrence of major operational problems; the loss of major customers; limitations imposed by the Group’s indebtedness and leverage; a credit rating downgrade by the rating agencies; contingent liabilities, including those arising in connection with disposed businesses; risks associated with the Group’s international operations; risks of litigation; and other factors described in the Company’s filings with the Securities and Exchange Commission.


       
Definitions      
       
Comparable sales (Group)   Group sales excluding the effects of currency translation differences and the impact of acquisitions and divestments.
       
Trading margin (Group)   Group trading profit expressed as a percentage of sales.
       
Group earnings per Ordinary Share   Group profit after tax and minority interests divided by the weighted average number of shares in issue (less the weighted average number of shares held by the Group’ s employee share plans) during the period.
       
Earnings before interest, tax,    
depreciation and amortisation (EBITDA)   ICI defines EBITDA as profit before interest, tax, depreciation, goodwill amortisation and exceptional items. Management believes EBITDA serves as an important financial indicator, however EBITDA should not be considered in isolation, or as an alternative to operating profit or net profit or cash flow from operating activities, in each case, determined in accordance with UK GAAP.
       
Interest cover   Calculations of interest cover are based on the sum of the Group’s operating profit before exceptional items and goodwill amortisation and net associated company income (associate operating profit less share of net interest payable by associates) divided by ICI’ s interest cost (excluding associate interest).
       
Return on average net assets (RONA)   Trading profit as a percentage of average net operating assets excluding goodwill.
       
Return on capital employed (ROCE)   Group trading profit after goodwill amortisation, before exceptional items, after restructuring amortisation* and after tax† for the last twelve months divided by the average of capital employed for the current period end and that of twelve months previously; expressed as a percentage.
       
    Notes:
    * Cash expenditure on restructuring is capitalised in each year that expenditure occurs and is then amortised over three years starting on 1 January following the year of the expenditure.
       
    † A tax charge is applied to the Group trading profit (before goodwill amortisation and after restructuring amortisation) using the Group’s effective tax rate for the year (2004: 28%, 2003: 29%).
       
Effective tax rate   The Group’s effective tax rate is calculated as taxation (excluding tax on exceptional items) divided by profit before tax, before exceptional items and goodwill amortisation.
       
Capital employed   ICI defines capital employed as net operating assets plus net operating exceptional items.
       
Net operating assets   Tangible fixed assets plus goodwill on acquisitionsø plus operating working capital.
    ø Goodwill on acquisitions relates to goodwill capitalised on the Group balance sheet and, therefore, excludes goodwill arising prior to 31 December 1997 (largely that arising on the acquisition of the Unilever Speciality Chemical businesses) which has been charged directly to reserves.
       
Net operating exceptional items   For financial ratio calculation purposes only, this is defined as: Asset write downs arising on restructuring plus cash cost of restructuring before tax and after amortisation: for financial ratio purposes only, cash expenditure is capitalised in each year that expenditure occurs and is then amortised over three years starting on 1 January following the year of expenditure.
       
Group cash flow before acquisitions    
and disposals   Group cash flow before use of liquid resources and financing, add back cash flow on acquisitions less cash loans to associates and other investments and deduct net disposal proceeds less tax in relation to disposals (see table on page 11).

Words within single quotation marks, the letters ICI, the Roundel Device, The Vital Ingredient, National Starch, Quest and Uniqema are all trademarks of the ICI Group of companies.

ICI ANNUAL REVIEW 2004

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the vital ingredient

EXCERPTS ON THIS PAGE:

6-K (2 sections)
Mar 21, 2007
20-F
Mar 31, 2006
6-K (2 sections)
Mar 14, 2006
6-K
Aug 11, 2005
6-K
Mar 16, 2005

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