Final Results - Part 2

Ashtead Group PLC
17 July 2001


PART 2

NOTES TO THE PRELIMINARY STATEMENT FOR THE YEAR ENDED 30 APRIL 2001


1.   The  financial  information for the year ended 30  April  2001  in  this
     announcement  is based upon the current draft of the statutory  accounts
     for  that year which have yet to be approved by the Board.  This summary
     of  results does not constitute the full financial statements within the
     meaning  of  Section  240  of the Companies  Act  1985.   The  financial
     information  in  this announcement relating to the year ended  30  April
     2000  is,  except  where  shown as restated, taken  from  the  statutory
     accounts  for  that  year which have been filed with  the  Registrar  of
     Companies.   The  auditors'  report on those  financial  statements  was
     unqualified  and did not contain a statement under section  237  of  the
     Companies Act 1985.

2.   This   preliminary  announcement  was  approved  by  a  duly  authorised
     committee of the Board on 17 July 2001.

3.   The Directors are proposing that a final dividend of 2.88p per share  be
     declared.   If  approved by shareholders at the Annual General  Meeting,
     this  will  be paid on 10 October 2001 to shareholders on  record  on  7
     September 2001.

4.   The   preliminary  announcement  has  been  prepared  using   consistent
     accounting policies to those applied in the accounts for the year  ended
     30 April 2000 except that the Group has early adopted FRS 18: Accounting
     Policies.  This required a review of all the Group's existing accounting
     policies and estimation techniques and resulted in changes in the  areas
     described in note 12 below.


5.  Geographic analysis

                        Turnover     Operating profit       Net assets
                        2001  2000    2001        2000     2001        2000
                          £m    £m     £m           £m       £m          £m
                                            (restated)           (restated)
United States          350.2 114.4    61.2        21.5    577.9       175.9
United Kingdom         199.7 186.6    26.8        35.8    286.9       262.9
Rest of World            2.1   1.4     0.6         0.2      2.0         2.4
                       552.0 302.4    88.6        57.5    866.8       441.2
Exceptional                -     -   (12.3)          -        -           -
integration costs
Goodwill                   -     -    (7.3)      (0.4)        -           -
amortisation
  Central items*           -     -       -           -  (616.3)     (204.4)
                       552.0 302.4    69.0        57.1    250.5       236.8

  * borrowings and deferred taxation

6. Exceptional items

  Included  in  cost  of  sales  are exceptional BET  USA  integration  costs
  totalling £12.3m.  Additionally exceptional costs re the new bank  facility
  of £9.7m are included in net interest payable and similar charges.

7. Earnings per share

  Earnings  per  share for the year ended 30 April 2001 have been  calculated
  based  on the profit attributable to the Shareholders of Ashtead Group  plc
  and  on  323,334,079 ordinary shares, being the weighted average number  of
  ordinary  shares  in  issue during the year (2000  -  322,987,960  ordinary
  shares).
  
  Diluted  earnings  per  share for the year ended 30 April  2001  have  been
  calculated based on the profit attributable to the Shareholders of  Ashtead
  Group  plc  and on 408,196,567 ordinary shares, being the weighted  average
  number  of  ordinary  shares in issue during the year (2000  -  327,040,607
  ordinary  shares)  having  taken account of  the  dilutive  effect  of  the
  outstanding share options and convertible loan note.

8. Taxation
                                              2001      2000
                                                £m        £m
  UK Corporation tax at 30% (2000 - 30%)                    
     - current year charge                     0.1       1.4
     - credit in respect of prior year        (1.1)    (2.4)
                                              (1.0)    (1.0)
     Double taxation relief                   (0.1)    (0.1)
                                              (1.1)    (1.1)
     Overseas taxation                                      
     - current year charge                     0.1       0.3
     - credit in respect of prior year        (0.2)        -
                                              (0.1)      0.3
                                                            
     Total current tax credit                 (1.2)    (0.8)
     Deferred taxation credit                 (9.7)      5.7
                                             (10.9)      4.9

9. Movements in shareholders' funds
                                                    Profit                 
                                 Share   Revalua-      and                 
                       Share   premium       tion     loss
                     capital   account    reserve  account   Total     2000
                          £m        £m         £m       £m      £m       £m
                                                                       (re-
                                                                    stated)
   Profit for the          -         -          -     22.8    22.8     41.3
   year
   Equity dividends        -         -          -   (11.3)  (11.3)   (10.2)
   Other recognised                                                        
   gains and losses        -         -          -      1.7     1.7    (0.8)
   relating to the
   year
   Net share             0.1       0.4          -        -     0.5        -
   capital
   subscribed
   Net additions to                                                        
   shareholders'         0.1       0.4          -     13.2    13.7     30.3
   funds
   Opening              32.3      99.7        0.5    113.9   246.4    214.2
   shareholders'
   funds
   Prior year              -         -          -    (9.6)   (9.6)    (7.7)
   adjustment
   As restated          32.3      99.7        0.5    104.3   236.8    206.5
                                                                           
   Closing              32.4     100.1        0.5    117.5   250.5    236.8
   shareholders'
   funds


10. Acquisitions

                                              BET USA   Other    Total
Assets acquired at provisional fair values:         £m     £m       £m
  Fixed assets                                    173.0    1.4   174.4
  Stocks                                            4.6    0.1     4.7
  Debtors                                          32.4      -    32.4
  Cash                                              2.0      -     2.0
  Creditors                                      (29.0)      -  (29.0)
                                                  183.0    1.5   184.5
  Consideration (including costs):                                    
  Cash paid                                       204.9    6.4   211.3
  Convertible loan stock issued at fair market                        
  value at date of issue                          121.3      -   121.3
                                                  326.2    6.4   332.6
                                                                    
  Goodwill arising                                143.2    4.9   148.1

  The  fair value of the assets acquired has been determined on a provisional
  basis.  The fair market value of the convertible loan stock at its date  of
  issue was determined by Schroder Salomon Smith Barney.

  The movement in goodwill in the year is as follows:
                                      Cost     Amortisation      Net book
                                                                    value
                                        £m               £m            £m
                                                                         
   At 1 May 2000                      10.3            (0.4)           9.9
   Arising in respect of             148.1                -         148.1
   acquisitions in the year
   Amortisation during the year          -            (7.3)         (7.3)
                                                                         
   At 30 April 2001                  158.4            (7.7)         150.7


11. Notes to cash flow statement

   a)  Cash flow from operating activities before     2001        2000
   BET integration costs
                                                        £m          £m
                                                            (restated)
   Operating profit                                   69.0        57.1
   Exceptional BET integration costs                  12.3           -
   Goodwill amortisation                               7.3         0.4
   Depreciation of tangible fixed assets             114.5        66.8
   EBITDA before BET integration costs               203.1       124.3
   Gain on sale of tangible fixed assets             (6.8)       (6.0)
   Increase in stocks                                (0.7)       (2.6)
   Increase in trade debtors                        (12.1)       (9.0)
   (Decrease)/increase in trade creditors            (9.3)         4.7
   Exchange differences                              (1.2)           -
                                                                      
   Net cash inflow from operating activities         173.0       111.4
   before BET integ'n costs


   b)  Reconciliation to net debt                     2001        2000
                                                        £m          £m
                                                                      
   (Increase)/decrease in cash in the period        (41.6)        42.7
   Increase/(decrease) in bank loans                 296.3        17.7
   Cash inflow from decrease in short term            15.6         0.3
   investments
   Change in net debt from cash flows                270.3        60.7
   Translation difference                             22.8         4.5
   Movement in net debt in the period                293.1        65.2
   Net bank debt at 1 May                            191.3       126.1
   Net bank debt at 30 April                         484.4       191.3
   Non cash movement re 5.25% unsecured                               
   convertible loan note, due 2008                   127.9           -
                                                                      
   Net debt at 30 April                              612.3       191.3


                                                                    
   c) Analysis of net                                               
   debt                 1 May    Cash   Non-cash  Exchange  30 April
                         2000   flows  movements  movement      2001
                           £m      £m         £m        £m        £m
                                                                    
   Cash at bank and     (0.1)   (1.0)          -         -     (1.1)
   in hand
   Overdrafts            41.1  (40.6)          -       1.7       2.2
   Liquid resources    (15.0)    15.6          -     (0.6)         -
   Debt due after 1     109.4   354.5      127.9      19.4     611.2
   year
   Debt due within 1     55.9  (58.2)          -       2.3         -
   year
   Total net debt       191.3   270.3      127.9      22.8     612.3

  Non-cash movements relate to the issue of the 5.25% unsecured loan note,
  due 2008 as part consideration for the acquisition of BET USA.

   d) Acquisitions                                   2001    2000
                                                       £m      £m
                                                                 
   Cash consideration on current year               211.3    11.1
   acquisitions
   Less: Cash acquired with subsidiary               (2.0)      -
   undertaking
   Deferred consideration paid on prior year          4.8     0.2
   acquisitions
                                                                 
                                                    214.1    11.3


12. Adoption of FRS 18

The  Group  has adopted early the new financial reporting standard number  18
(FRS  18) in its accounts for the year ended 30 April 2001.  Adoption of  FRS
18  required  a  full  review  of  all the Group's  accounting  policies  and
estimation  techniques  (the  latter being the methods  by  which  accounting
policies are implemented).  This review was conducted in accordance with  FRS
18  which requires that, where a choice of treatment is available, the  'most
appropriate'  accounting policies and estimation techniques  shall  be  used.
Implementation  of  FRS  18 resulted in the following changes  to  accounting
policies and estimation techniques:

Accounting policy changes

Amounts  received from equipment vendors were previously taken to profit  and
loss  account  but are now being treated as a reduction in the value  of  the
rental equipment acquired in the period to which they relate.  This change in
accounting policy has been implemented retrospectively as required by FRS  18
with a prior year adjustment made to fixed assets and to reserves.

Stationery is now accounted for by writing off to operating costs the cost of
stationery  ordered  and delivered in the period rather  than  the  estimated
amount  of  stationery consumed.  This change in accounting policy  has  been
implemented  retrospectively  as  required  by  FRS  18  with  a  prior  year
adjustment made to debtors and to reserves.

Revisions to estimation techniques

Non-mechanical  equipment (acrow props & equipment, aluminium  access  towers
and  steel scaffolding) has until now been held in fixed assets at cost  with
write offs booked against cost of sales in respect of both equipment sold  in
the period and equipment becoming damaged or broken or otherwise unusable  in
the  period.   Having  regard to the FRS 18 requirement to  apply  the  'most
appropriate'  accounting practices and in light of the increased  materiality
of  these items following the acquisition of BET USA (which had a large fleet
of  steel  scaffolding)  it has been decided in future  to  depreciate  these
assets  over 20 years to zero residual value.  Under FRS 18, the introduction
of  a depreciation charge where none previously existed is a change to a more
appropriate  estimation  technique  to  be  implemented  in  line  with   the
principles set out in FRS 15: Tangible Fixed Assets.  Consequently the impact
of the revised estimation technique is being implemented prospectively by way
of  an  increased  depreciation charge with no adjustments  made  to  opening
reserves.

The effect of these adjustments on the profit for the year and net assets are
shown in the tables below:

                                                                        
                                           Reduction in     Reduction in
                                                profits       net assets
                                       2000/01  1999/00     2001    2000
                                            £m       £m       £m      £m
                                                                        
Pre-tax profits/net assets under                                        
previous accounting policies &            20.8     48.1    269.0   246.4
estimation techniques
                                                                        
Accounting policy changes                                               
Contributions to sales and marketing                                    
expenditure:                                                            
- reduced EBITDA & hence lower fixed     (5.5)    (3.0)   (16.7)  (11.0)
asset additions
- reduced depreciation                     1.7      1.1      4.0     2.1
charge/accumulated dep'n
Stationery                                 0.2        -    (0.5)   (0.7)
Total accounting policy changes                                         
accounted for retrospectively            (3.6)    (1.9)   (13.2)   (9.6)
                                                                        
Estimation technique changes                                            
Non-mechanical equipment                                                
depreciation:
- additional depreciation charge for     (5.0)        -    (5.0)       -
the year
                                                                        
Effect on goodwill amortisation          (0.3)        -    (0.3)       -
                                                                        
Total impact of implementing FRS 18      (8.9)    (1.9)   (18.5)   (9.6)
                                                                        
Pre-tax profit/net assets under           11.9     46.2    250.5   236.8
FRS 18



Salomon  Brothers  International Limited (trading as Schroder  Salomon  Smith
Barney)  is  regulated  in the United Kingdom by the Securities  and  Futures
Authority  Limited.  Salomon Smith Barney is a service mark of Salomon  Smith
Barney  Inc.  Schroders is a trademark of Schroders Holdings PLC and is  used
under licence.