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GKN plc 2001 Interim Results Announcement

GKN plc 2001 Interim Results Announcement

    LONDON, Aug. 9 First     First
    GKN Consolidated                               half      half          %
                                                   2001      2000     change

    Sales                                     GBP 2798m GBP 2481m      +13 %
    Results before goodwill amortisation and
     exceptional items
        Operating profit                      GBP  247m GBP  286m      (14)%
        Profit before tax                     GBP  198m GBP  259m      (24)%
        Earnings per share                        20.2p     26.2p      (23)%
    Interim dividend per share                     7.6p      6.9p      +10 %
    Net borrowings                            GBP  920m GBP  424m



                                                  First     First
    GKN Continuing Businesses                      half      half          %
                                                   2001      2000     change

    Sales                                     GBP 2260m GBP 2031m      +11 %
    Results before goodwill amortisation and
     exceptional items
        Operating profit                      GBP  175m GBP  208m      (16)%
        Profit before tax                     GBP  143m GBP  193m      (26)%
        Earnings per share                        14.5p     19.1p      (24)%
    Interim dividend per share                     7.6p      6.9p      +10 %
    Net borrowings                             GBP 920m GBP  424m

    Unless otherwise stated, profit figures in this statement are before
    goodwill amortisation and exceptional items.


    Business highlights

    *  De-merger of Industrial Services businesses successfully completed

    *  Sales of continuing businesses increased by 11%

    *  Automotive operating profits affected by North American slowdown

    *  Acquisition of Boeing St. Louis plant strengthens Aerospace business

    *  AgustaWestland joint venture off to a good start

    *  Strong operating cash flow of GBP 222 million from continuing
        businesses

    *  Interim dividend increased by 10%

    Marcus Beresford, Chief Executive of GKN plc, commenting on the results,
said:
    "The demerger of the Industrial Services businesses has been successfully
completed.
    "In line with our statement at the AGM and largely due to the downturn in
the North American automotive market, profit before tax, amortisation and
exceptional items declined 24% from last year.  Earnings per share declined
23%.
    "Despite the difficult North American market our results for the first
half of 2001 demonstrate the underlying strength of our automotive and
aerospace businesses.
    "Sales increased significantly in these businesses.  Operating cash flow
at GBP 222 million was strong and more than double the equivalent level for
the same period last year contributing to our already strong balance sheet.
    "The dividend, as previously indicated, will be increased by 10% to 7.6p
per share from 6.9p per share last year."
    "It is some time since the short term prospects for the major economies
have been so uncertain and this has a direct impact in particular on the
outlook for our global automotive business."
    "Looking further ahead our strong balance sheet, competitive technology
and market leadership positions leave GKN well placed to take full advantage
of improved market conditions when these occur."

    Chairman and Chief Executive's Statement
    The demerger of our Industrial Services businesses and their subsequent
merger into a dual listed company with Brambles Industries Limited of
Australia was successfully completed on 7 August 2001.  The reported results
for the half year to 30 June 2001 include the contribution from the demerged
businesses which are shown separately as discontinued businesses.   There were
no other discontinued businesses in the first half of this year.
    Pro forma half year results for GKN as it is today, following the
demerger, namely a focused global automotive and aerospace business, are also
shown separately on pages 23 to 26 and are the principal focus of this
statement.

    Consolidated Results before Demerger
    As we advised in May, the results for the first six months of 2001 have
been significantly affected by the severe downturn in car and light vehicle
production in North America and by the continued reduction in demand in the
OffHighway equipment markets, both of which adversely impacted results in the
Automotive businesses.  In Aerospace good progress was made as a result of the
acquisition of Boeing's St. Louis plant and as benefits of the restructuring
programme began to show through.  The AgustaWestland joint venture had a
successful first half year.  Industrial Services results were lower than in
the same period last year, reflecting the investments that are being made in
CHEP and also the sudden and severe downturn in demand in the US storage
racking market which significantly reduced profits in our Interlake Material
Handling business.
    Sales in total, including the Industrial Services activities since
demerged, increased by 13% to GBP 2.8 billion.  Profit before tax, goodwill
amortisation and exceptional items fell by 24% to GBP 198 million.  Earnings
per share, on the same basis, fell by 23 % to 20.2p.
    The favourable impact of exchange rates on translation of overseas sales
and operating profits was GBP 73 million and GBP 9 million respectively.  The
net favourable impact of 2000 and 2001 acquisitions and divestments was
GBP 242 million on sales and GBP 18 million on operating profit.  Excluding
these factors, on a like for like basis, sales improved by GBP 2 million and
operating profit fell by GBP 66 million (22%).
    A principal factor behind this divergence has been the impact of reduced
North American Automotive volumes on existing business which is masked in the
segmental analysis by the impact of currency and the introduction of new
programmes.  These reduced volumes had an adverse effect on margins in both
North American operations and particularly so in the Powder Metallurgy
business because of its high operational gearing.  This has been exacerbated
in the first half of 2001 by substantial increases in energy costs.
    Comparison of sales and operating profits between the two years in
Aerospace needs to take into account the formation of the AgustaWestland joint
venture.  It is also adversely influenced by the favourable effect on last
year of finalising outstanding fighting vehicle contracts.
    Additionally, sales in the Discontinued Businesses in the first half of
this year increased substantially, but for the reasons stated on page 11
operating profits were lower.
    Earnings per share before goodwill amortisation and exceptional items at
20.2p were 23% lower than the equivalent period last year.
    Operating cash flow, at GBP 237 million, was ahead of last year. The
balance sheet remains strong with pro forma net debt after demerger of
GBP 920 million and negligible debt in the remaining joint ventures.
   As previously indicated the Board has decided to increase the interim
dividend by 10% to 7.6p.  This will be paid on 28 September 2001 to
shareholders on the register on 17 August 2001.  Shareholders may choose to
reinvest the interim dividend under the GKN Dividend Reinvestment Plan (DRIP).
The closing date for receipt of new DRIP mandates is 14 September 2001.

    Pro Forma Results after Demerger

    GKN Continuing Businesses
    Pro forma information for the continuing businesses of GKN (set out on
pages 23 to 26) show that sales in the continuing businesses increased by 11%
to GBP 2.3 billion.  However profit before tax, goodwill amortisation and
exceptional items fell by 26% to GBP 143 million for the reasons previously
outlined in this document.  Earnings per share on the same basis fell by 24%
to 14.5p.
    The favourable impact of exchange rates on the translation of overseas
sales and operating profit was GBP 55 million and GBP 7 million respectively.
The net favourable impact of both 2000 and 2001 acquisitions and divestments
was GBP 190 million on sales and GBP 14 million on operating profit.
Excluding these factors, on a like for like basis, sales were broadly flat and
operating profit fell by GBP 54 million (25%).
    Interest payable, including that of joint ventures, was GBP 32 million
compared with GBP 15 million for the same period last year.  The increase is
attributable to the higher level of net debt resulting from the cost of
acquisitions, the transfer of funds into the AgustaWestland joint venture,
cash costs of the Aerospace re-organisation, part payment of demerger expenses
and higher working capital levels at the commencement of the year.
    There was an exceptional gain of GBP 7 million arising from the disposal
of the Sitec Aerospace business in May 2001.  The tax charge of GBP 40 million
includes GBP 3 million in respect of the gain on that disposal.  The
underlying tax rate before exceptional charges was 26%.  This reflects an
allocation of the overall tax charge for the consolidated entity but is
consistent with the likely underlying 2001 tax charge for the business after
demerger.
    Operating cash flow was GBP 222 million compared with GBP 110 million in
the first half of 2000, largely due to an improvement in working capital
levels.
    Capital expenditure totalled GBP 138 million compared with GBP 132 million
in the same period last year.  This represented 1.6 times depreciation, which
was the same level as last year.
    Net borrowings were GBP 920 million at the end of June compared with
GBP 601 million at the end of December 2000.  The St. Louis and Presmet
acquisitions in 2001, together with the transfer of funds into the
AgustaWestland joint venture are the major factors accounting for the
difference.

    Automotive
    Automotive markets have had a difficult six months.
    North American car and light vehicle output in the six months to June fell
by 13% from the first six months of last year, with the domestic manufacturers
Ford, GM and DaimlerChrysler down by more than the average.  First quarter
demand was particularly depressed as inventory levels were adjusted downwards;
Ford also cut back on Explorer production to deal with its tyre recall
campaign.  In Europe and the rest of the world overall automotive production
volumes remained relatively steady, in spite of fluctuating monthly sales
levels in individual countries.
    Against that background, performance in our automotive businesses is
encouraging with worldwide sales at GBP 1.5 billion, GBP 132 million (10%)
ahead of the same period last year.  The first time inclusions of acquisitions
contributed GBP 102 million and the favourable impact of currency was
GBP 49 million.  Underlying sales were therefore broadly in line with last
year reflecting the continuing underlying strength of our businesses.
    Operating profits fell by 25% to GBP 121 million, heavily influenced by
the effects of the North American slowdown particularly on our Powder Metals
businesses.
    Within the overall automotive portfolio fortunes were mixed.  The
Automotive Driveline (ADD) business is less exposed to North American domestic
customers and also launched a substantial number of new product programmes.
This and growth in developing markets resulted in sales of GBP 930 million
being some 3% higher than 2000 on a like for like basis, with an additional
GBP 71 million of sales coming from the Kaiserslautern and Tochigi outsourcing
acquisitions.
    These two outsourcings are integrating well into the division but, as
expected, generate lower than average margins in their early years.  Their
additional contribution and other gains were however enough to offset the
effects of the North American downturn.  As a result ADD's overall operating
profits were similar to last year.
    In contrast, the Powder Metals businesses had a difficult first half with
sales of GBP 321 million, 4% below last year (14% on a like for like basis),
and operating profits substantially lower.  This resulted from a high exposure
to the domestic automotive manufacturers in North America.  Excluding currency
and acquisitions, sales in North America in the first half were down 18% from
the previous year's level and although major new orders continue to be won,
including some major bearing cap programmes, these will not commence
production before 2002 at the earliest.  With Hoeganaes supplying nearly all
of the GKN Sinter Metals powder requirements in North America, operational
gearing is relatively high.  Unexpectedly large increases in natural gas and
other energy costs were also an adverse factor.  The decline in profits was
particularly pronounced in the first quarter and the cost reduction steps
implemented in early 2001, including a headcount reduction since late last
year of around 500 people, should ensure a lower cost base in the second half.
The costs of this headcount reduction were absorbed in the first half
operating profit.
    In January the Presmet powdered metal business was acquired which adds to
GKN Sinter Metals' position as market leader in this growing industry.
    The OffHighway market is experiencing a major downturn in Europe as a
result of concerns over BSE in continental Europe and foot and mouth disease
in the UK.  The North American market is also showing little signs of
recovering from the depressed levels of the last two years.  Against that very
difficult backdrop on a like for like basis the sales of the OffHighway and
other Automotive businesses fell by 1% to GBP 243 million with operating
profit significantly lower.

    Aerospace
    Aerospace sales increased by 14% to GBP 766 million of which
GBP 416 million came from our 50% share of the AgustaWestland joint venture.
    A major advance for the Aerospace Services division was the acquisition of
Boeing's St. Louis fabrication plant which was successfully completed in
January 2001.  Integration has proceeded well and the business contributed
GBP 88 million of sales, albeit as expected, at modest levels of operating
profit, but with considerable potential for the future.   In addition to a
welcome increase in business with Boeing, the acquisition also increased the
level of business in the strategic US defence sector which has traditionally
had a more stable order pattern than the civil aircraft market.
    Another major focus of activity was the Aerospace restructuring project
announced last year.  Progress has been good with operations being transferred
to the seven focused manufacturing facilities now in place.  Two facilities
have been closed and the Sitec business in Germany was successfully divested
in May 2001.
    In the first half the margin benefits of the restructuring were modest, as
expected, but will continue to improve in the second half.
    Opportunities for new business remain good with the Airbus A380 offering a
major opportunity for composite structures.
    The newly created AgustaWestland joint venture had a successful first
half.  Good progress was made against delivery targets and the synergy
potential originally identified has been confirmed.  The market opportunities
for the company's wider product range continue to be positive and the recent
announcement of the GBP 100 million Bowman training contract is a valuable
addition to the order book.

    GKN Discontinued Businesses

    Industrial Services
    Sales for the first six months of 2001 were GBP 538 million (2000 -
GBP 450 million) and Operating Profit was GBP 72 million (2000 -
GBP 78 million).
    In the joint ventures, CHEP continued to grow sales strongly by 22% (17%
at constant exchange rates) to GBP 245 million in the six months to June.  The
growth was particularly buoyant in the Americas where sales grew by 37% (26%
at constant exchange rates).  The roll out of CHEP's service to the suppliers
of Wal*Mart and The Home Depot is making good progress and the launch of the
returnable transit packaging (RTP) pool in the US added further to revenue
growth.  In Europe sales were up by 9%.  While the UK is making good progress,
the rate of growth in continental Europe was held back somewhat by the
slowness of the development of the pallet pooling business in Germany and
Italy.
    Operating profit in the CHEP joint ventures at GBP 44 million was slightly
lower than last year.  One of the factors impacting profits was the additional
expenditure in Europe associated with the roll out of the global IT programme
for CHEP.  This new IT system will allow CHEP to develop into a global
supplier of multiple services across national boundaries.  Other factors
include start-up losses in the pooling initiative in RTP in North America.
These had been expected since every new CHEP pool incurs operating losses at
the outset.  In the case of RTP, the initiative is currently making a gross
loss which is expected to be eliminated in the second half of 2001 as the
volumes grow and the business moves towards operating profitability.  Finally,
implementation of the depot consolidation programme in the US is causing some
temporary operational inefficiencies.
    The Cleanaway business performed satisfactorily with sales and profits of
GBP 194 million and GBP 18 million respectively both ahead of last year.  In
the UK Serviceteam has been integrated successfully with Cleanaway's
collection business, which combined now comprise about 40% of Cleanaway's UK
revenues.  Growth in Germany was held back somewhat due to the significant
fall in recycled paper prices.
    In the wholly owned businesses, CHEP South Africa is having a strong year
and Meineke is continuing to perform well.  Interlake Material Handling,
however, has had a difficult half-year, with sales down by GBP 14 million (16%
or 23% at constant exchange rates) and profits down by GBP 6 million.  This is
due entirely to the economic slowdown in the US and its impact on the
construction of new distribution and retail facilities.
    The interest charge in the Industrial Services sector was GBP 5 million
higher than last year with the largest element of the increase being in CHEP.
This occurred principally in the US where there was a further investment in
pallets in support of the Wal*Mart and The Home Depot initiatives.  This was
in advance of the pallets becoming revenue-earning pending their use by
suppliers to these major retail chains.  Cleanaway interest also increased
somewhat following the acquisitions of Waste Management Deutschland and
ServiceTeam.

    People
    The last six months has been a period of intensive work for many of our
employees in difficult trading conditions and particularly in the
implementation of the major changes to the Group structure.  It is a tribute
to their skills and dedication that this complex task has been accomplished so
successfully.

    Demerger Costs
    Fees associated with the demerger of the Industrial Services businesses
have already been announced at GBP 17 million, but with the transaction now
complete and with AgustaWestland operating as a standalone joint venture, it
is now clear that some restructuring of the central overheads and systems is
necessary, together with the likely withdrawal from some investments which are
no longer appropriate for the new Group.  A review is underway.
    These additional costs, the greater part of which relate to investments
and systems, together with the GBP 17 million referred to above are expected
to result in a total exceptional charge for the demerger in the order of
GBP 40 million, to be charged in the second half.

    Outlook
    It is some time since the short term prospects for the major economies
have been so uncertain and this has a direct impact in particular on the
outlook for our global automotive business.
    While there are signs that North American vehicle production levels may be
stabilising the picture is less clear in Europe.  In comparison to last year,
we anticipate vehicle production in both markets to be somewhat lower in the
second half.  The OffHighway market continues to be very depressed and no
short-term recovery is anticipated.
    In Aerospace, Helicopter sales in the second half should be comparable to
those in the first half and in Aerospace Services we expect a continuing
improvement as the restructuring programme nears completion.
    The post demerger review referred to above and the actions we are taking
within the operating companies will position us better to withstand the short
term impact of any possible further economic downturn.  Looking further ahead
our strong balance sheet, competitive technology and market leadership
positions leave GKN well placed to take full advantage of improved market
conditions when these occur.


    CONSOLIDATED PROFIT AND LOSS ACCOUNT
    For the half year ended 30 June 2001

                                                               First
       Full                                Continuing  Indus-   Half   First
       Year                                       GKN   trial   2001    Half
       2000                                Businesses  Svcs *  Total    2000
      GBP m                                     GBP m   GBP m  GBP m   GBP m
                                       Notes
             Sales
         --  Subsidiaries - acquisitions           99      --      99      --
      4,124               - other               1,619     100   1,719   2,022
      4,124                                     1,718     100   1,818   2,022
         --  Share of joint ventures
                          - acquisitions           --      42      42      --
        910               - other                 507     396     903     427
        910                                       507     438     945     427
         62  Share of associates                   35      --      35      32
      5,096                              1/2    2,260     538   2,798   2,481
             Operating profit
             Subsidiaries
               Before goodwill
                amortisation and
                exceptional items
         --      acquisitions                       5      --       5      --
        421      other                            110      10     120     208
        (30)   Goodwill amortisation              (17)     (1)    (18)    (12)
        (45)   Exceptional items                   --      --      --      --
        346                                        98       9     107     196
             Share of joint ventures
               Before goodwill amortisation
         --      Acquisitions                      --       1       1      --
        168      Other                             58      61     119      76
         (5)   Goodwill amortisation               (1)     (3)     (4)     (2)
        163                                        57      59     116      74
          4    Share of associates                  2      --       2       2
        513    Total operating profit    1/2      157      68     225     272
               Exceptional items
         27    Profits less losses                  7      --       7      63
                on sale or closure
                of businesses
          6    Share of associate's                --      --      --      --
                exceptional items
        546    Profit before interest             164      68     232     335
                 and taxation

               Interest (payable)/receivable
        (31)     Subsidiaries                     (31)      2     (29)    (13)
        (34)     Share of joint ventures           (1)    (19)    (20)    (14)
                  and associates
        481    Profit on ordinary activities      132      51     183     308
                before taxation
       (157)   Taxation                           (40)    (14)    (54)    (94)
        324    Profit on ordinary activities       92      37     129     214
                after taxation
         (5)   Minority interests - equity         (2)     --      (2)     (4)
        319    Earnings of the period              90      37     127     210
       (143)   Dividends                                          (55)    (50)
        176    Transfer to reserves                                72     160
       44.6    Earnings per share - p    3                       17.7    29.4
       44.0    Diluted earnings per share - p                    17.5    28.9
               Results before goodwill
                amortisation and exceptional items
        593      Operating profit - GBP m         175      72     247     286
        528      Profit before tax - GBP m        143      55     198     259
       54.5      Earnings per share - p (note 3)                 20.2    26.2

    *  Industrial Services businesses are shown separately as they
        are discontinued.


    CONSOLIDATED BALANCE SHEET
    At 30 June 2001


    31 Dec                                                   30 June  1 July
      2000                                                      2001    2000
     GBP m                                                     GBP m   GBP m
             Fixed assets
       579   Intangible assets                                   612     473
     1,391   Tangible assets                                   1,448   1,298
     1,970                                                     2,060   1,771
             Investments
              Joint ventures
     1,392     Share of gross assets                           2,191   1,270
    (1,053)    Share of gross liabilities                     (1,753)   (966)
       339                                                       438     304
        16    Associates                                          16      16
        82    Other investments                                   76      84
       437                                                       530     404
     2,407                                                     2,590   2,175
             Current assets
       602   Stocks                                              570     602
       755   Debtors                                             703     750
       143   Cash at bank and in hand                            185     196
     1,500                                                     1,458   1,548
             Creditors: amounts falling due within one year
      (116)  Short-term borrowings                              (249)    (91)
      (789)  Creditors                                          (749)   (817)
      (315)  Customer advances                                    --    (312)
      (297)  Taxation and dividend payable                      (259)   (235)
    (1,517)                                                   (1,257) (1,455)
       (17)  Net current assets/(liabilities)                    201      93

     2,390   Total assets less current liabilities             2,791   2,268
             Creditors: amounts falling due beyond one year
      (623)  Term loans and obligations under finance leases    (852)   (529)
      (291)  Provisions for liabilities and charges             (307)   (249)
     1,476   Net assets                                        1,632   1,490

             Capital and reserves
       361   Equity share capital                                361     360
        --   Non-equity share capital                             --      13
     1,096   Reserves - equity                                 1,250   1,085
     1,457   Shareholders' funds                               1,611   1,458
        19   Minority interests - equity                          21      32
     1,476                                                     1,632   1,490


    STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
    For the half year ended 30 June 2001

      Full                                                     First   First
      Year                                                      Half    Half
      2000                                                      2001    2000
     GBP m                                                     GBP m   GBP m
             Earnings of the period
       218   Subsidiaries                                         60     157
        92   Joint ventures                                       65      45
         9   Associates                                            2       8
       319                                                       127     210
         3   Currency variations                                  58      16
        (5)  Other reserve movements                              --      --
       317   Total recognised gains and losses of the period     185     226
       (10)  Prior year adjustment                                --     (10)
       307   Total gains and losses recognised                   185     216
              since last annual report

    RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
    For the half year ended 30 June 2001
      Full                                                     First   First
      Year                                                      Half    Half
      2000                                                      2001    2000
     GBP m                                                     GBP m   GBP m

       317   Total recognised gains and losses of the period     185     226
      (143)  Dividends                                           (55)    (50)
        10   Issue of ordinary shares net of costs                 2       4
       (84)  Redemption of 'B' shares                             --     (71)
        13   Goodwill on businesses sold or closed                22       5
       113   Total increase                                      154     114
     1,344   Shareholders' funds at beginning of period        1,457   1,344
     1,457   Shareholders' funds at end of period              1,611   1,458


    MOVEMENT IN NET FUNDS
    For the half year ended 30 June 2001

      Full                                                     First   First
      Year                                                      Half    Half
      2000                                                      2001    2000
     GBP m                                                     GBP m   GBP m
             Cash outflow before use of
      (147)    liquid resources and financing                   (183)    (62)
       (72)  Currency variations                                   3       1
        12   Net proceeds of ordinary share issues                 2       4
       (84)  Redemption of 'B' shares                             --     (71)
        (5)  New finance leases                                   --      --
       (24)  Subsidiaries acquired and sold                     (141)    (15)
      (320)  Total outflow                                      (319)   (143)
      (281)  Net borrowings at beginning of period              (601)   (281)
      (601)  Net borrowings at end of period                    (920)   (424)


    CONSOLIDATED CASH FLOW STATEMENT
    For the half year ended 30 June 2001

      Full                                                     First   First
      Year                                                      Half    Half
      2000                                                      2001    2000
     GBP m                                                     GBP m   GBP m

       365   Net cash inflow from operating activities           237     121
                (see below)
        48   Dividends from joint ventures and associates         24      24
             Returns on investments and servicing of finance
       (29   Net interest paid                                   (29)    (16)
        (3)  Dividends paid to minority interests                 (1)     (2)
       (32)                                                      (30)    (18)
       (65)  Taxation                                            (15)    (34)
             Capital expenditure and financial investment
      (261)  Purchase of tangible fixed assets                  (146)   (136)
       (39)  Other                                               (35)    (29)
      (300)                                                     (181)   (165)
             Acquisitions and disposals
      (226)  Purchase of subsidiaries and joint ventures        (135)    (90)
       113   Sale of subsidiaries and joint ventures              10     100
      (113)                                                     (125)     10
       (50)  Equity dividends paid                               (93)     --
      (147)  Cash outflow before use of liquid resources        (183)    (62)
              and financing


    CASH INFLOW FROM OPERATING ACTIVITIES
    For the half year ended 30 June 2001

      Full                                                     First   First
      Year                                                      Half    Half
      2000                                                      2001    2000
     GBP m                                                     GBP m   GBP m

       346   Operating profit from subsidiary operations         107     196
       193   Depreciation and goodwill amortisation              105      97
      (139)  Decrease/(increase) in working capital               33    (139)
        (1)  Decrease in provisions                              (13)     (5)
       (27)  Decrease in customer advances                        --     (30)
        (7)  Other                                                 5       2
       365   Net cash inflow from operating activities           237     121


    SEGMENTAL ANALYSIS
                                   Sales                 Operating Profit

                         First    First     Full      First    First     Full
                          Half     Half     Year       Half     Half     Year
                          2001     2000     2000       2001     2000     2000
                         GBP m    GBP m    GBP m      GBP m    GBP m    GBP m

    By business
    Automotive
     Subsidiaries        1,414    1,284    2,530        107      148      281
     Joint ventures         80       78      153         14       14       27
                         1,494    1,362    2,683        121      162      308
    Aerospace
     Subsidiaries          304      627    1,362          8       44      108
     Joint ventures        427       10       27         44       --        4
     Associates             35       32       62          2        2        4
                           766      669    1,451         54       46      116
    Continuing
     operations          2,260    2,031    4,134        175      208      424

    Industrial Services
     Subsidiaries          100      111      232         10       16       32
     Joint ventures        438      339      730         62       62      137
    Discontinued
     operations            538      450      962         72       78      169
                         2,798    2,481    5,096        247      286      593
    Goodwill amortisation   --       --       --        (22)     (14)     (35)
    Exceptional items       --       --       --         --       --      (45)
    Total                2,798    2,481    5,096        225      272      513

    By region of origin
    Europe
     Subsidiaries          902    1,256    2,570         82      134      274
     Joint ventures        762      284      598         93       50      111
     Associates             35       32       62          2        2        4
                         1,699    1,572    3,230        177      186      389
    Americas
     Subsidiaries          771      670    1,337         31       68      129
     Joint ventures        160      122      270         23       22       49
                           931      792    1,607         54       90      178
    Rest of the world
     Subsidiaries          145       96      217         12        6       18
     Joint ventures         23       21       42          4        4        8
                           168      117      259         16       10       26
    Total                2,798    2,481    5,096        247      286      593


    NOTES
    1(a)  On 7 August 2001, following approval of a scheme of arrangement
          by Shareholders and the Court, GKN demerged its Industrial Services
          businesses into a separately quoted company, Brambles Industries
          plc.

          The results for those businesses for the first half of 2001 have
          been shown as discontinued in the profit and loss account on page
          16.  There are no other discontinued operations during the period.
          Pro forma financial information on the GKN Continuing Businesses has
          been prepared (pages 23 to 26) to show the effect of the demerger of
          the Industrial Services businesses as if it had occurred at
          1 January 2000 for the profit and loss account and cash flow
          statement and 31 December 2000 for the balance sheet.  In addition,
          the pro forma balance sheet at 31 December 2000 illustrates the
          impact of the creation of the 50% owned AgustaWestland joint venture
          as though it had occurred at that date.

    1(b)  On 9 February 2001 GKN and Finmeccanica SpA (Finmeccanica) each
          contributed the net assets of their Helicopter businesses to a new
          joint venture company AgustaWestland, the shares in which are held
          equally by GKN and Finmeccanica.  On the basis of a provisional
          assessment of fair value the impact of this transaction was to
          increase shareholders' funds by GBP 20 million and borrowings by
          GBP 143 million.

    2     The results of overseas subsidiaries, joint ventures and associates
          are translated to sterling at average period rates; balance sheets
          are translated at period end rates.

          The exchange rates used for the currencies most important to the
          Group's operations are:
                                           GBP 1: euro    GBP 1: US$

            First half average    -    2001    1.61          1.44
                                  -    2000    1.63          1.57
            Period end            -    2001    1.66          1.41
                                  -    2000    1.58          1.51

    3     Earnings per share have been calculated on the average number of
          shares in issue and ranking for dividend in the period of
          718.2 million (first half 2000 - 713.5 million, full year 2000 -
          715.4 million).  Earnings per share before goodwill amortisation and
          exceptional items are calculated on the earnings of the period,
          adjusted as follows:

                                Earnings                 Earnings per share

                         First    First     Full      First    First     Full
                          Half     Half     Year       Half     Half     Year
                          2001     2000     2000       2001     2000     2000
                         GBP m    GBP m    GBP m      GBP m    GBP m    GBP m

    Earnings of
     the period            127      210      319       17.7     29.4     44.6
    Included in
     operating profit:
    Goodwill amortisation   22       14       35        3.1      2.0      4.9
    Exceptional items       --       --       45         --       --      6.3
    Non-operating
     exceptional items      (7)     (63)     (33)      (1.0)    (8.8)    (4.6)
    Taxation attributable
     to exceptional items    3       26       24        0.4      3.6      3.3
    Earnings before goodwill
     amortisation and
     exceptional items     145      187      390       20.2     26.2     54.5

    4     The figures for the full year 2000 have been extracted from accounts
          which have been filed with the Registrar of Companies and contain an
          unqualified audit report.  The half year figures have not been
          audited but have been reviewed and reported on by
          PricewaterhouseCoopers  (see page 22).


                     Independent review report to GKN plc

    Introduction
    We have been instructed by the Company to review the financial information
on pages 16 to 21 which comprises the profit and loss account, balance sheet
and cashflow statements and the related notes.  We have read the other
information contained in the interim report and considered whether it contains
any apparent misstatements or material inconsistencies with the financial
information.

    Directors' responsibilities
    The interim report, including the financial information contained therein,
is the responsibility of, and has been approved by the Directors.  The
Directors are responsible for preparing the interim report in accordance with
the Listing Rules of the Financial Services Authority which require that the
accounting policies and presentation applied to the interim figures should be
consistent with those applied in preparing the preceding annual accounts
except where any changes, and the reasons for them, are disclosed.

    Review work performed
    We conducted our review in accordance with guidance contained in Bulletin
1999/4 issued by the Auditing Practices Board for use in the United Kingdom.
A review consists principally of making enquiries of Group management and
applying analytical procedures to the financial information and underlying
financial data and, based thereon, assessing whether the accounting policies
and presentation have been consistently applied unless otherwise disclosed.  A
review excludes audit procedures such as tests of controls and verification of
assets, liabilities and transactions.  It is substantially less in scope than
an audit performed in accordance with United Kingdom Auditing Standards and
therefore provides a lower level of assurance than an audit. Accordingly we do
not express an audit opinion on the financial information.

    Review conclusion
    On the basis of our review we are not aware of any material modifications
that should be made to the financial information as presented for the
six months ended 30 June 2001.

    PricewaterhouseCoopers
    Chartered Accountants
    Birmingham
    8 August 2001


    GKN CONTINUING BUSINESSES PRO FORMA CONSOLIDATED PROFIT AND LOSS ACCOUNT
    For the half year ended 30 June 2001

                                              First   First   Second    Full
                                               Half    Half     Half    Year
                                               2001    2000     2000    2000
                                    Notes     GBP m   GBP m    GBP m   GBP m

    Sales
    Subsidiaries - acquisitions                  99      --       --      --
                 - other                      1,619   1,911    1,981   3,892
                                              1,718   1,911    1,981   3,892
    Share of joint ventures                     507      88       92     180
    Share of associates                          35      32       30      62
                                      1/2     2,260   2,031    2,103   4,134

    Operating profit
    Subsidiaries
    Before goodwill amortisation and
     exceptional items
      acquisitions                                5      --       --      --
      other                                     110     192      197     389
    Goodwill amortisation                       (17)    (11)     (17)    (28)
    Exceptional items                            --      --      (45)    (45)
                                                 98     181      135     316
    Share of joint ventures
    Before goodwill amortisation                 58      14       17      31
    Goodwill amortisation                        (1)     --       --      --
                                                 57      14       17      31
    Share of associates                           2       2        2       4

    Total operating profit            1/2       157     197      154     351
    Exceptional items
    Profits less losses on sale or
     closure of businesses                        7      57      (30)     27
    Share of associate's exceptional items       --       6       --       6
    Profit before interest and taxation         164     260      124     384
    Interest (payable)/receivable
    Subsidiaries                                (31)    (14)     (20)    (34)
    Share of joint ventures and associates       (1)     (1)      (3)     (4)
    Profit on ordinary activities
     before taxation                            132     245      101     346
    Taxation                                    (40)    (79)     (46)   (125)
    Profit on ordinary activities
     after taxation                              92     166       55     221
    Minority interests - equity                  (2)     (4)      (1)     (5)
    Earnings of the period                       90     162       54     216
    Earnings per share - p              3      12.5    22.7      7.5    30.2

    Results before goodwill amortisation
     and exceptional items
    Operating profit - GBP m                    175     208      216     424
    Profit before tax - GBP m                   143     193      193     386
    Earnings per share - p (note 3)            14.5    19.1     20.0    39.1


    GKN CONTINUING BUSINESSES PRO FORMA
    STATEMENT OF NET ASSETS
    At 30 June 2001

                                                      30 June    31 December
                                                         2001           2000
                                                        GBP m          GBP m

    Fixed assets
    Intangible assets                                     567            535
    Tangible assets                                     1,393          1,277
                                                        1,960          1,812
    Investments
     Joint ventures
      Share of gross assets                             1,233          1,036
      Share of gross liabilities                       (1,092)          (937)
                                                          141             99
     Associates                                            16             16
     Other investments                                     31             26
                                                          188            141
    Total fixed assets                                  2,148          1,953

    Current assets
    Stocks                                                553            473
    Debtors                                               675            581
    Cash at bank and in hand                              185            137
                                                        1,413          1,191
    Creditors:  amounts falling due within one year
    Short-term borrowings                                (249)          (259)
    Creditors                                            (722)          (608)
    Taxation and dividend payable                        (248)          (275)
                                                       (1,219)        (1,142)
    Net current assets                                    194             49

    Total assets less current liabilities               2,342          2,002
    Creditors:  amounts falling due beyond one year
    Term loans and obligations under finance leases      (852)          (623)
    Provisions for liabilities and charges               (306)          (288)

    Net assets                                          1,184          1,091

    Note:  The balance sheet at the end of December 2000 has been adjusted
           to reflect the creation of the AgustaWestland joint venture as
           though it had occurred at that date.


    GKN CONTINUING BUSINESSES PRO FORMA CASH INFLOW FROM OPERATING ACTIVITIES
    For the half year ended 30 June 2001

      Full                                                     First   First
      Year                                                      Half    Half
      2000                                                      2001    2000
     GBP m                                                     GBP m   GBP m

       316   Operating profit from continuing operations          98     182
       185   Depreciation and goodwill amortisation              100      92
      (132)  Decrease/(increase) in working capital               32    (131)
        (1)  Decrease in provisions                              (13)     (5)
       (27)  Decrease in customer advances                        --     (30)
        (6)  Other                                                 5       2
       335   Net cash inflow from operating activities           222     110


    GKN CONTINUING BUSINESSES PRO FORMA CASH FLOW STATEMENT
    For the half year ended 30 June 2001

      Full                                                     First   First
      Year                                                      Half    Half
      2000                                                      2001    2000
     GBP m                                                     GBP m   GBP m

       335   Net cash inflow from operating activities           222     110
              (see above)
        14   Dividends from joint ventures and associates          1       8
             Returns on investments and servicing of finance
       (29)  Net interest paid                                   (31)    (17)
        (3)  Dividends paid to minority interests                 (1)     (2)
       (32)                                                      (32)    (19)
       (58)  Taxation                                            (14)    (32)
             Capital expenditure and financial investment
      (246)  Purchase of tangible fixed assets                  (138)   (132)
         1   Other                                                (8)     (4)
      (245)                                                     (146)   (136)
             Acquisitions and disposals
      (223)  Purchase of subsidiaries and joint ventures        (134)    (87)
       114   Sale of subsidiaries and joint ventures              10     100
      (109)                                                     (124)     13
       (95)  Cash outflow from continuing businesses             (93)    (56)

    GKN CONTINUING BUSINESSES MOVEMENT IN NET FUNDS
    For the half year ended 30 June 2001

      Full                                                     First   First
      Year                                                      Half    Half
      2000                                                      2001    2000
     GBP m                                                     GBP m   GBP m

       (95)  Cash outflow from continuing businesses             (93)    (56)
      (134)  Dividends/redemption of 'B' shares                  (93)    (71)
       (24)  Subsidiaries acquired and sold                     (141)    (15)
       (72)  Currency variations                                   3       1
        12   Proceeds of share issues                              2       4
        (5)  New finance leases                                   --      --
      (318)  Continuing businesses total outflow                (322)   (137)
        (2)  Cash inflow/(outflow) from discontinued businesses    3      (6)
      (281)  Net borrowings at beginning of period              (601)   (281)
      (601)  Net borrowings at end of period                    (920)   (424)


    GKN CONTINUING BUSINESSES PRO FORMA SEGMENTAL ANALYSIS

                                   Sales                 Operating Profit

                         First    First     Full      First    First     Full
                          Half     Half     Year       Half     Half     Year
                          2001     2000     2000       2001     2000     2000
                         GBP m    GBP m    GBP m      GBP m    GBP m    GBP m

    By business
    Automotive
     Subsidiaries        1,414    1,284    2,530        107      148      281
     Joint ventures         80       78      153         14       14       27
                         1,494    1,362    2,683        121      162      308
    Aerospace
     Subsidiaries          304      627    1,362          8       44      108
     Joint ventures        427       10       27         44       --        4
     Associates             35       32       62          2        2        4
                           766      669    1,451         54       46      116

                         2,260    2,031    4,134        175      208      424

    Goodwill amortisation   --       --       --        (18)     (11)     (28)
    Exceptional items       --       --       --         --       --      (45)
    Total                2,260    2,031    4,134        157      197      351

    By region of origin
    Europe
     Subsidiaries          902    1,256    2,570         82      134      274
     Joint ventures        452       40       79         49        5       13
     Associates             35       32       62          2        2        4
                         1,389    1,328    2,711        133      141      291
    Americas
     Subsidiaries          684      572    1,131         26       56      106
     Joint ventures         32       28       60          5        4       10
                           716      600    1,191         31       60      116
    Rest of the world
     Subsidiaries          132       83      191          7        2        9
     Joint ventures         23       20       41          4        5        8
                           155      103      232         11        7       17

    Total                2,260    2,031    4,134        175       208     424