Interim Results - Part 2

British Land Co PLC
29 November 2001



PART 2
                                                                              
  Independent review report to The British Land Company PLC                   

  Introduction                                                                

  We have been instructed by the Company to review the                        
  financial information for the six months ended 30                           
  September 2001 which comprises Consolidated Profit and                      
  Loss Account, Consolidated Balance Sheet, Statement of                      
  Total Recognised Gains and Losses, Historical Cost                          
  Profits and Losses, Consolidated Cash Flow Statement and                    
  accompanying 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 September 2001.                                                    

  Arthur Andersen                                            28 November 2001 
  Chartered Accountants                                                       
  180 Strand                                                                  
  London                                                                      
  WC2R 1BL                                                                    
 
Consolidated Profit & Loss Account for the six months ended 30 September 2001
(unaudited)

Year ended 31                                 Note   2001          2000 
March 2001                                                   (restated)+        
  (audited)
  (restated)+                                                                 
  £m                                                £m            £m          

  475.6             Gross rental income             247.6         229.5       
  (85.5)            Less share of joint         9   (46.9)        (38.6)      
                    ventures                                                  
  390.1             Gross rental income -           200.7         190.9       
                    Group                                                     
  371.8             Net rental income               187.5         180.7       
    3.1             Profit on property trading        6.3           1.9         
   27.5             Other income                2     7.3          23.9        
  (28.6)            Administrative expenses         (17.5)        (14.3)      
  373.8             Operating profit                183.6         192.2       
   76.5             Share of operating          9    42.8          35.1        
                    profits of joint ventures                                 
   32.1             Disposal of fixed assets    3    11.0          12.0        
                    - including amounts from                                  
                    joint ventures (note 9)                                   
  482.4             Profit on ordinary              237.4         239.3       
                    activities before interest                                
 (311.3)           Net interest payable -       4  (157.4)       (154.8)     
                    before exceptional item                                   
  (83.6)            Exceptional item                                          
   87.5             Profit on ordinary               80.0          84.5        
                    activities before taxation                                
  (26.3)            Taxation                    5   (16.7)        (24.2)      
   61.2             Profit on ordinary               63.3          60.3        
                    activities after taxation                                 
  (59.6)            Ordinary dividends          6   (19.7)        (18.7)      
    1.6             Retained profit for the          43.6          41.6        
                    period                                                    
   11.8         p   Basic and diluted           7    12.2     p    11.6      p 
                    earnings per share                                        
   14.5         p   Adjusted basic and          7    12.8     p    12.8      p 
                    diluted earnings per                                      
                    share*                                                    
   11.5         p   Dividend per share          6     3.8     p     3.6      p 

                    The results stated above                                  
                    relate to the continuing                                  
                    activities of the Group.                                  

                +   Restated as set out in                                    
                    Note 1.                                                   

                *   Adjusted to exclude the                                   
                    effects of FRS 19 and                                     
                    UITF 28 as set out in                                     
                    Note 1.                                                   
                                                                    
Group Balance Sheet as at 30 September 2001 (unaudited) 
                                                           
 31 March                              
     2001                                   Note 2001          2000        
(audited)                                               (restated)+ 
  (restated)+                                                                 
    £m                                            £m              £m            
                   Fixed assets                                               
  7,145.9          Investment              8    7,403.1         6,646.1       
                   properties                                                 
                   Investments                                                
                   in joint                                                   
                   ventures                                                   
  1,580.6          Share of                9    1,737.5         1,378.9       
                   gross assets                                               
  (880.5)          Share of                9    (915.7)         (757.4)       
                   gross                                                      
                   liabilities                                                
   700.1                                          821.8          621.5         
    73.7           Other                           73.2          119.4         
                   investments                                                
 7,919.7                                        8,298.1        7,387.0       
                   Current                                                    
                   assets                                                     
    53.3           Trading                 8       53.3           52.2          
                   properties                                                 
   148.3           Debtors                11       92.8           58.5          
    94.2           Cash and                       142.7          395.2         
                   deposits                                                   
   295.8           Total                          288.8          505.9         
                   current                                                    
                   assets                                                     
  (706.0)          Creditors              12     (669.2)        (577.1)       
                   due within                                                 
                   one year                                                   
  (410.2)          Net current                   (380.4)         (71.2)        
                   liabilities                                                
 7,509.5           Total assets                 7,917.7         7,315.8       
                   less current                                               
                   liabilities                                                
(3,057.3)          Creditors              13   (3,377.6)       (3,230.8)     
                   due after                                                  
                   one year                                                   
  (463.9)          Convertible            15     (464.4)         (463.6)       
                   bonds                                                      
   (73.8)          Provisions             14      (83.1)          (74.1)        
                   for                                                        
                   liabilities                                                
                   and charges                                                
  3,914.5                                       3,992.6         3,547.3       
                   Capital and                                                
                   reserves                                                   
    129.6          Called up                      129.6           129.5         
                   share capital                                              
  1,105.3          Share premium           18   1,105.9         1,105.1       
     (1.9)         Other                   18      (1.5)           (1.1)        
                   reserves                                                   
  2,092.1          Revaluation             18   2,079.4         1,695.5       
                   reserve                                                    
    589.4          Profit and              18     679.2           618.3         
                   loss account                                               
  3,914.5          Shareholders'                3,992.6         3,547.3       
                   funds                                                      
      784   p      NAV per        Basic    17       795     p       715     p 
                   share -                                                    
      759   p      Fully                   17       769     p       699     p 
                   diluted                                     
      802   p      Adjusted NAV   Basic    17       813     p       731     p 
                   per share* -                                               
      774   p      Fully                   17       785     p       713     p 
                   diluted                                     
                                                                              
  (The Net Asset Value (NAV) per share includes the external valuation        
  surplus on development and trading properties.)                             
                                                                              
      Approved by the Board on 28 November 2001                               
  +   Restated as set out in Note 1.                                          
  *   Adjusted to exclude the effects of FRS 19 and UITF 28 as set out in     
      Note 1.                                                                 
                                                                              
  Other Primary Statements for the six months ended 30 September 2001           
  (unaudited)                                                  

  Year ended                                                                  
  31 March                                                                    
  2001                                                    2001          2000  
  (audited)                                                       (restated)+   
  (restated)+                                                                 
  £m                                                      £m            £m    
                       Total                                                  
                       recognised                                             
                       gains and losses                                       

   61.2                Profit on                          63.3          60.3  
                       ordinary                                               
                       activities                                             
                       after taxation                                         
                       Unrealised                                             
                       surplus on                                             
                       revaluation:                                           
  528.4                -                 investment       34.2          136.3 
                                         properties                           
    5.6                -                 joint ventures   13.6           (9.8) 
    5.6                -                 other            (4.0)           5.7   
                                         investments                          
  539.6                                                   43.8          132.2 

   (0.7)               Exchange                            0.1           (0.2) 
                       movements on                                           
                       net investments  
                                      
                       Taxation on realisation of prior  (10.0)              
                       year revaluations                                      

                       Total                                                  
                       recognised                                             
                       gains and                                              
                       losses relating                                        
                       to                                                     
  600.1                the financial                      97.2          192.3 
                       period 
                                                
                       Prior year                        (90.5)              
                       adjustment                                             
                       Total                                                  
                       recognised                                             
                       gains and                                              
                       losses since                                           
  600.1                last financial                      6.7          192.3 
                       statements                                             


  Year ended                                                                  
  31 March                                                                    
  2001                                                    2001          2000  
  (audited)                                                       (restated)+   
  (restated)+                                                                 
  £m                                                      £m            £m    
                       Historical cost                                        
                       profits and                                            
                       losses                                                 

  87.5                 Profit on                          80.0          84.5  
                       ordinary                                               
                       activities                                             
                       before taxation 
                                       
  66.5                 Realisation of                     56.2          55.4  
                       prior year                                             
                       revaluations 
                                          
                       Taxation on realisation of prior   (10.0)              
                       year revaluations   
                                   
 154.0                 Historical cost profit on         126.2         139.9 
                       ordinary activities before                             
                       taxation  
                                             
                       Historical cost                                        
                       profit for the                                         
                       year retained                                          
                       after                                                  
  68.1                 taxation and                       89.8          97.0  
                       dividends 
                                             
                   +   Restated as set                                        
                       out in Note 1.                                         
                                                                              

  Other Primary Statements for the six months ended                           
  30 September 2001 (unaudited)                                               

  Year ended                                                                  
  31 March                                                                    
  2001                                                  2001          2000    
  (audited)                                                    (restated)+      
  (restated)+                                                                 
  £m                                                    £m            £m      

                              Reconciliation of                               
                              movements in                                    
                              shareholders' funds                             
                              (excluding valuation                            
                              surplus on development                          
                              and trading properties)                         

  61.2                        Profit for the period     63.3          60.3    
 (59.6)                       Ordinary dividends       (19.7)        (18.7)  
  1.6                         Retained profit for the   43.6          41.6    
                              period  
                                        
                              Revaluation of                                  
                              investment properties                           
  539.6                       and investments           43.8         132.2  
 
                              Taxation on realisation  (10.0)                
                              of prior year                                   
                              revaluations 
                                   
   (0.7)                      Exchange movements on      0.1           (0.2)   
                              net investments                                 
  540.5                                                 77.5          173.6   
    0.8                       Shares issued              0.6            0.5     
  541.3                       Increase in               78.1          174.1  
                              shareholders' funds 
                            
  3,449.6                     Opening shareholders'     4,005.0       3,449.6 
                              funds as previously                             
                              stated 
                                         
    (76.4)                    Prior year adjustment       (90.5)        (76.4)  
                              (see Note 1)
                                    
  3,373.2                     Opening shareholders'     3,914.5       3,373.2 
                              funds as restated  
                             
  3,914.5                     Closing shareholders'     3,992.6       3,547.3 
                              funds  
                                         
                          +   Restated as set out in                          
                              Note 1.                                         
                                                                              

  Group Cash Flow Statement for the six                                       
  months ended 30 September 2001 (unaudited)                                  

  Year ended                                                                  
  31 March                                                                    
  2001                                        Note          2001      2000    
  (audited)                                                     (restated)+     
  (restated)+                                                                 
  £m                                                        £m        £m      


  380.3                   Net cash inflow     16            230.4     198.1   
                          from operating                                      
                          activities  
                                        
    0.8                   Dividends                                     0.8     
                          received from                                       
                          joint ventures                                      
                          Return on                                           
                          investments and                                     
                          servicing of                                        
                          finance  
                                           
   10.2                   Interest received                   2.8       4.2  
   
 (342.7)                  Interest paid                    (204.2)   (201.7) 
                          (including £83.6m                                   
                          premium on bonds                                    
                          repurchased - see                                   
                          Note 4) 
                                            
    6.8                   Dividends received                4.8       6.3   
  
 (325.7)                                                 (196.6)   (191.2) 

  (26.1)                  Taxation paid                    (2.8)    (12.9)  
                          Net cash inflow                                     
                          (outflow) from                                      
                          operating                                           
                          activities                                          
   29.3                   and investments                  31.0      (5.2)   
                          after finance                                       
                          charges and                                         
                          taxation 
                                           
                          Capital                                             
                          expenditure and                                     
                          financial                                           
                          investment 
                                         
 (227.3)                  Purchase of                    (297.4)   (100.4) 
                          investment                                          
                          properties 
                                         
   (9.8)                  Purchase of                      (4.4)     (6.4)   
                          investments  
                                       
  403.6                   Sale of                         128.7     373.7   
                          investment                                          
                          properties  
                                        
   47.1                   Sale of                                    46.9    
                          investments  
                                       
  213.6                                                  (173.1)    313.8  
 
                          Acquisitions and                                    
                          disposals  
                                         
   (8.0)                  Purchase of                                (8.0)   
                          subsidiary company                                  
 (134.7)                  Investment in and               (159.1)   (70.4)  
                          loans to joint                                      
                          ventures                                            
   10.8                   Sale of shares in                 26.2      2.6     
                          and loans repaid                                    
                          by joint ventures 
                                  
 (131.9)                                                  (132.9)   (75.8)  

  (57.5)                  Equity dividends                 (40.9)   (38.9)  
                          paid                                                
                          Net cash                                            
                          (outflow) inflow                                    
                          before management                                   
   53.5                   of liquid                       (315.9)   193.9   
                          resources  
                                         
                          Management of                                       
                          liquid resources  
                                  
   (1.0)                  (Increase)                       (15.8)    31.8    
                          decrease in term                                    
                          deposits 
                                           
                          Financing   
                                        
    0.4                   Issue of ordinary                  0.6      0.1     
                          shares  
                                            
                          Issue of                         575.0             
                          Sainsbury                                           
                          supermarkets                                        
                          securitised debt 
                                   
                          Repurchase of                   (300.0)           
                          bonds 
                                              
  (78.0)                  Increase                          92.2     84.3    
                          (decrease) in                                       
                          bank and other                                      
                          borrowings                                          
  (77.6)                                                   367.8     84.4    
  (25.1)                  Increase            16            36.1    310.1   
                          (decrease) in cash                                  

                      +   Restated as set                                     
                          out in Note 1.                                      
                                                                              

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