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