Final Results Part 3

Jardine Matheson Hldgs Ld 26 February 2003 Jardine Matheson Holdings Limited Notes 1. Accounting Policies and Basis of Preparation The financial information contained in this announcement has been based on the audited results for the year ended 31st December 2002 which have been prepared in conformity with International Financial Reporting Standards ('IFRS'), including International Acounting Standards and Interpretations issued by the International Accounting Standards Board. There have been no changes to the accounting policies described in the 2001 annual financial statements. As explained in the 2001 annual financial statements, IFRS do not permit the valuation of leasehold interests in land. This treatment does not reflect the generally accepted accounting practice in the territories in which the Group has significant leasehold interests, nor how management measures the performance of the Group. Accordingly, the Group has presented supplementary financial information on pages 16 to 20 and pages 23 and 24 prepared in accordance with IFRS as modified by the revaluation of leasehold properties. 2. Revenue Prepared in accordance with IFRS 2002 2001 US$m US$m ------------------------ By business: Jardine Pacific 1,585 1,749 Jardine Motors Group 1,975 2,507 Dairy Farm 3,354 4,924 Mandarin Oriental 234 228 Cycle & Carriage 248 - Other activities 2 5 --------- ---------- 7,398 9,413 --------- ---------- 3. Operating Profit Prepared in accordance with IFRS 2002 2001 US$m US$m ------------------------ By business: Jardine Pacific 11 40 Jardine Motors Group 37 66 Dairy Farm 73 31 Mandarin Oriental 45 30 Cycle & Carriage 7 - --------- ---------- 173 167 Discontinued operations Woolworths in Dairy Farm 17 23 Franklins in Dairy Farm - (43) Net profit on disposal of Woolworths in Dairy Farm 231 - Net gain on disposal of Franklins' assets in Dairy Farm 5 38 Corporate and other interests 86 57 --------- ---------- 512 242 --------- ---------- 4. Impairment of Assets in Cycle & Carriage In April 2001, the Directors reviewed the carrying value of Cycle & Carriage's investment in Astra and concluded that the balance of goodwill arising on the acquisition of this investment was impaired. The impairment loss attributable to the Group, after tax and outside interests, amounted to US$65 million. 5. Share of Results of Associates and Joint Ventures Prepared in accordance with IFRS 2002 2001 US$m US$m ----------------------- By business: Jardine Pacific 83 65 Jardine Motors Group 9 - Jardine Lloyd Thompson 46 35 Dairy Farm 34 34 Hongkong Land 41 57 Mandarin Oriental 10 9 Cycle & Carriage 116 28 --------- ---------- 339 228 Impairment of assets in Cycle & Carriage - (88) Decrease in fair value of investment properties (9) (4) --------- ---------- 330 136 --------- ---------- 6. Tax Prepared in accordance with IFRS 2002 2001 US$m US$m ----------------------- Company and subsidiary undertakings 35 47 Associates and joint ventures 94 54 ------- -------- 129 101 ------- -------- Tax on profits has been calculated at rates of taxation prevailing in the territories in which the Group operates and includes United Kingdom tax of US$9 million (2001: US$8 million). 7. Earnings Per Share Basic earnings per share are calculated on net profit of US$352 million (2001: US$115 million) and on the weighted average number of 375 million (2001: 387 million) shares in issue during the year. The weighted average number excludes the Company's share of the shares held by subsidiary undertakings and the shares held by the Trustee under the Senior Executive Share Incentive Schemes. Diluted earnings per share are calculated on the weighted average number of 378 million (2001: 390 million) shares after adjusting for the number of shares which are deemed to be issued for no consideration under the Senior Executive Share Incentive Schemes based on the average share price during the year. Additional basic and diluted earnings per share reflecting the revaluation of leasehold properties are calculated on net profit of US$74 million (2001: net loss of US$42 million) as shown in the supplementary financial information. Additional basic and diluted earnings per share reflecting the revaluation of leasehold properties are calculated on net profit of US$74 million (2001: net loss of US$42 million) as shown in the supplementary financial information. Prepared in accordance with Prepared in accordance IFRS as modified by revaluation with IFRS of leasehold properties (refer note 1) 2001 2002 2002 2001 US$m US$m US$m US$m ------------------------ ----------------------------------- 166 236 Underlying net profit 253 179 Decrease in fair value of investment properties - - - Hongkong Land (314) (185) (4) (7) - other (11) (4) (4) (7) (325) (189) Discontinued operations - net profit of Woolworths 7 5 in Dairy Farm 5 7 - net profit on disposal of - 122 Woolworths in Diary Farm 122 - (24) - - net loss of Franklins in Dairy Farm - (24) - net gain on disposal of Franklins' 22 3 assets in Diary Farm 3 22 5 130 130 5 Sale and closure of businesses 24 - - Jardine Securicor - 24 - (14) - Cica (14) - (5) 3 - other 3 (5) 19 (11) (11) 19 Asset impairment (29) - - Jardine Pacific - (29) (11) - - Jardine Motors Group - (9) (22) (39) - Hongkong Land (16) (9) (65) - - Astra - (65) - 28 - Edaran Otomobil National 28 - (19) - - other - (19) (146) (11) 12 (131) - (27) Realisation of exchange losses* (27) - Revaluation of properties and 1 (4) provision for onerous leases (4) 1 Fair value gain on conversion option component of 4.75% Guaranteed 51 18 Bonds due 2007 18 51 22 28 Sale of investments 28 22 1 - Other non-recurring items - 1 ---------- ---------- ------------ ---------- 115 352 Net profit/(loss) 74 (42) ---------- ---------- ------------ ---------- * Arising on repatriation of capital from foreign subsidiary undertakings, associates and joint ventures. 8.Dividends Prepared in accordance with IFRS 2002 2001 US$m US$m ----------------------------------- Final dividend in respect of 2001 of USc18.70 (2000: USc18.70) per share 115 117 Interim dividend in respect of 2002 of USc7.80 (2001: USc7.80) per share 48 48 ------------ ---------- 163 165 Less Company's share of dividends paid on the shares Held by subsidiary undertakings (63) (62) ------------ ---------- 100 103 ------------ ---------- A final dividend in respect of 2002 of USc22.20 (2001: USc18.70) per share amounting to a total of US$136 million (2001: US$115 million) is proposed by the Board. The dividend proposed will not be accounted for until it has been approved at the Annual General Meeting. The net amount after deducting the Company's share of the dividends payable on the shares held by subsidiary undertakings of US$55 million (2001: US$44 million) will be accounted for as an appropriation of revenue reserves in the year ending 31st December 2003. 9. Notes to Consolidated Cash Flow Statement Prepared in accordance with IFRS 2002 2001 (a) Purchase of subsidiary undertakings US$m US$m ---------------------------------- Tangible assets 97 4 Investment properties 262 - Leasehold land payments 19 - Associates and joint ventures 293 - Deferred tax assets 4 - Other non-current assets 13 - Current assets 770 62 Current liabilities (251) (65) Long-term borrowings (364) - Deferred tax liabilities (7) - Non-current provisions (11) - Other non-current liabilities (7) - Outside interests (185) - ------------- -------------- Fair value at acquisition 633 1 Adjustment for outside interests (322) 3 ------------- -------------- Share of fair value at acquisition 311 4 Goodwill attributable to subsidiary undertakings 21 9 ------------- -------------- Total consideration 332 13 Adjustment for deferred consideration and carrying value of associates and joint ventures and other investments (185) - Cash and cash equivalents of subsidiary undertakings acquired (66) (40) ------------- -------------- Net cash outflow/(inflow) 81 (27) Payment of deferred consideration 2 12 Purchase of shares in Jardine Strategic 103 41 Purchase of shares in Dairy Farm 135 24 Purchase of shares in Mandarin Oriental 22 17 ------------- -------------- 343 67 ------------- -------------- Net cash outflow in 2002 of US$81 million included Jardine Strategic's acquisition of a further 21% interest in Cycle & Carriage of US$71 million, increasing its holding to 50.2%. (b) Purchase of associates and joint ventures in 2002 included investment in Mandarin Oriental, New York of US$47 million, and Jardine Strategic's increased interest in Hongkong Land of US$5 million. Purchase of associates and joint ventures in 2001 included Jardine Strategic's increased interests in Hongkong Land of US$50 million and Cycle & Carriage of US$11 million. Prepared in accordance with IFRS 2002 2001 (c) Sale of subsidiary undertakings US$m US$m ---------------------------------- Goodwill 1 - Tangible assets 148 6 Investment properties - 5 Leasehold land payments - 4 Other investments 1 - Pension assets - 2 Deferred tax assets 8 - Current assets 211 470 Current liabilities (153) (405) Long-term borrowings (64) - Deferred tax liabilities (4) - Other non-current liabilities (6) - Outside interests (1) (1) ------------- -------------- Net assets disposed of 141 81 Adjustment for investment in associates and joint ventures and other investments 4 - Cumulative exchange translation differences 12 - Profit on disposal 228 22 ------------- -------------- Sale proceeds 385 103 Adjustment for deferred consideration - (1) Cash and cash equivalents of subsidiary undertakings disposed of (1) (334) ------------- -------------- Net cash inflow/(outflow) 384 (232) ------------- -------------- Net cash inflow in 2002 of US$384 million included Jardine Motors Group's sale of Cica of US$73 million and Dairy Farm's sale of Woolworths, New Zealand of US$276 million. Net cash outflow in 2001 of US$232 million included a cash outflow of US$298 million relating to the disposal of Matheson Bank in the United Kingdom and a cash inflow of US$54 million relating to Dairy Farm's sale of Sims Trading. (d) Sale of associates and joint ventures in 2001 included US$33 million relating to Jardine Pacific's sale of its interest in Jardine Securicor. (e) Sale of other investments in 2002 included Jardine Strategic's sale of an investment. Sale of other investments in 2001 included Jardine Strategic's interests in Housing Development Finance Corporation of US$70 million and J.P. Morgan Chase of US$119 million. The final dividend of USc22.20 per share will be payable on 14th May 2003, subject to approval at the Annual General Meeting to be held on 8th May 2003, to shareholders on the register of members at the close of business on 14th March 2003, and will be available in cash with a scrip alternative. The ex-dividend date will be on 12th March 2003, and the share registers will be closed from 17th to 21st March 2003, inclusive. Shareholders will receive their cash dividends in United States Dollars, unless they are registered on the Jersey branch register where they will have the option to elect for Sterling. These shareholders may make new currency elections by notifying the United Kingdom transfer agent in writing by 25th April 2003. The Sterling equivalent of dividends declared in United States Dollars will be calculated by reference to a rate prevailing on 30th April 2003. Shareholders holding their shares through The Central Depository (Pte) Limited ('CDP') in Singapore will receive United States Dollars unless they elect, through CDP, to receive Singapore Dollars or the scrip alternative. - ends - For further information, please contact: Jardine Matheson Limited Norman Lyle (852) 2843 8216 Matheson & Co Limited Martin Henderson (44) 20 7816 8135 Golin/Harris Forrest Nick Bradbury (852) 2501 7910 Weber Shandwick Square Mile Richard Hews/ Christian San Jose (44) 20 7067 0700 Full text of the Preliminary Announcement of Results and the Preliminary Financial Statements for the year ended 31st December 2002 can be accessed through the Internet at 'www.jardines.com'. Note to Editors The Jardine Matheson Group With its broad portfolio of market-leading businesses, the Jardine Matheson Group is an Asian-based conglomerate with extensive experience in the region. Its business interests include Jardine Pacific, Jardine Motors Group, Hongkong Land, Mandarin Oriental, Dairy Farm, Cycle & Carriage and Jardine Lloyd Thompson. These operations, which employ over 110,000 people, are leaders in the fields of engineering and construction, consumer marketing, motor trading, property, hotels, supermarkets and insurance broking. The Group's strategy is to build its operations into market leaders across Asia Pacific, each with the support of Jardine Matheson's extensive knowledge of the region and its long-standing relationships. Through a balance of cash producing activities and investment in new businesses, the Group aims to produce sustained growth in shareholder value. Incorporated in Bermuda, Jardine Matheson has its primary share listing in London, with secondary listings in Singapore and in Bermuda. It has a sponsored American Depositary Receipt programme. Jardine Matheson Limited operates from Hong Kong and provides management services to Group companies, making available senior management and providing financial, legal, human resources and treasury support services throughout the Group. This information is provided by RNS The company news service from the London Stock Exchange

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