Final Results - Part 2

National Grid Group PLC
22 May 2001


PART 2


NATIONAL GRID GROUP plc

NOTES

1.     Acquisition of Eastern Utilities Associates (EUA)

The acquisition of EUA (completed on 19 April 2000) cost £414.0m and the net
assets acquired had a fair value of £200.5m, resulting in goodwill of £213.5m
which has been capitalised and is being amortised over 20 years. The operations
of EUA and New England Electric System (NEES) - acquired 22 March 2000 - were
successfully integrated on 1 May 2000, (and now operate as National Grid USA),
as a consequence of which it is not possible to provide an indication of EUA's
contribution to the Group's results for the year.

2.     Segmental analysis

Transmission - UK includes Ancillary services, previously reported as a
separate segment. The activities of NEES previously reported as a single
segment are now reported over the integrated National Grid USA business
segments. The comparative figures have been adjusted to reflect these revised
presentations.

                                                    2001                   2000
                                                                     (restated)
a) Turnover                                           £m                     £m
Transmission - UK                                1,315.6               1,319.7
Transmission - USA                                 194.7                   3.4
Distribution - USA                               1,519.0                  25.8
Stranded costs recovery and generation - USA       334.9                   6.1
Interconnectors - UK                                83.6                  86.6
Interconnectors - USA                               47.9                   1.3
Telecommunications - USA                             9.5                   0.2
Other activities (i)                               339.7                 209.4
Sales between businesses                          (45.2)                 (37.8)
                                              ----------             ----------
Group turnover - continuing operations           3,799.7               1,614.7
                                                  ======                 ======
Europe                                           1,696.6               1,576.1
North America                                    2,103.1                  38.6
                                              ----------             ----------
                                                 3,799.7               1,614.7
                                                  ======                 ======
(i) Turnover primarily comprises market services, including EnMo, which
provides the On-the-day Commodity Market for gas trading in Great Britain, and
contracting activities.

Stranded costs recovery

Under settlement agreements reached as part of industry restructuring, National
Grid USA is allowed to recover its costs (net of sales proceeds) and, where
applicable, a return on those costs, associated with its ongoing efforts to
exit the generation business.

NATIONAL GRID GROUP plc

NOTES

2.     Segmental analysis (continued)
                                                               Operating profit
               Before exceptional item and After exceptional item and goodwill
                     goodwill amortisation             amortisation
                             2001     2000          2001                   2000
                                (restated)                           (restated)
b) Operating profit:           £m       £m           £m                      £m
Transmission - UK          486.3    523.1        486.3                   523.1

Transmission - USA          49.6      1.3         39.5                     1.2
Distribution - USA         154.8      1.7        110.0                     0.7

Stranded costs recovery and
generation - USA            61.7      0.2         61.7                     0.2
Interconnectors - UK        42.8     46.6         42.8                    46.6
Interconnectors - USA       22.3      0.6         22.3                     0.6
Interconnectors - Other     (0.1)    (0.9)        (0.1)                   (0.9)
Telecommunications - USA     2.9      0.1         (1.4)                   (0.1)
Other activities             0.8      2.0         (0.2)                    0.7
Exceptional integration        -        -        (45.3)                      -
costs - USA
                       ---------- ---------- ----------               
---------Group undertakings          821.1   574.7        715.6                 
 572.1
                       ---------- ---------- ----------               
---------Telecommunications -         5.1      1.3         (8.7)                
  (4.0)
Energis
Telecommunications -      (118.0)   (44.1)      (118.0)                  (44.1)
Intelig
Telecommunications - Other  (3.4)       -         (3.9)                      -
Generation - USA             7.9      0.2          7.9                     0.2
Other electricity           19.2     14.4         19.2                    14.4
activities
                       ---------- ---------- ----------               
---------Joint ventures and         (89.2)   (28.2)      (103.5)                
 (33.5)
associate
                       ---------- ---------- ----------               
---------Total operating profit      731.9   546.5        612.1                 
 538.6
                           ======   ======     ======                    ======
Europe                      545.7   577.6        531.9                   572.3
North America               288.0    (1.4)       182.5                    (4.0)
Latin America              (106.0)  (33.7)      (106.5)                  (33.7)
Rest of the World             4.2     4.0          4.2                     4.0
                       ---------- ---------- ----------                ---------
                          731.9    546.5       612.1                    538.6
                           ======   ======     ======                    ======

Electricity                 851.3   590.4        750.1                   588.0
Telecommunications         (119.4) (43.9)      (138.0)                  (49.4)
                       ---------- ---------- ----------                ---------
                           731.9   546.5        612.1                   538.6
                           ======   ======     ======                    ======

NATIONAL GRID GROUP plc

NOTES

3.     Exceptional items

a)     Exceptional integration costs

Exceptional integration costs of £45.3m (£39.4m after tax) principally comprise
early retirement costs arising on the integration of the operations of NEES and
EUA.

b)     Exceptional profit relating to partial disposal of Energis

The exceptional profit of £242.9m (£242.9m after tax) arises from reductions in
the Group's interest in Energis plc, an associated undertaking, primarily as a
consequence of the placing of shares by Energis in September 2000 and the
acquisition by Energis of a majority stake in Ision in January 2001.

c)     Profit on disposal of businesses

The profit on disposal of businesses of £20.1m (£20.1m after tax) relates to
the net gain on disposal of market services businesses. The operating results
of these businesses up to the date of disposal are included within other
activities.

d)     Exceptional tax credit

The exceptional tax credit of £229.5m (note 5) represents a reversal of the
prior year tax charge relating to the exceptional profit on the partial
disposals of Energis (note 5), arising from the realisation of capital losses
for tax purposes as a result of Group restructurings.

4.     Net interest
                                                           2001            2000
                                                             £m              £m
Interest payable and similar charges                     350.1           158.4
Interest capitalised                                     (20.7)          (20.4)
Interest receivable and similar income                  (112.9)          (95.0)
                                                     ----------      ----------
                                                         216.5            43.0
Joint ventures and associate                              34.1            21.9
                                                     ----------      ----------
                                                         250.6            64.9
                                                         ======          ======

Interest payable and similar charges includes £21.0m (2000 : £nil) of losses
arising from the valuation at maturity of US dollar interest rate swaptions
which provide an economic hedge of US dollar borrowings but do not qualify as
hedges for accounting purposes.

Interest receivable and similar income includes a £17.4m gain (2000 : £nil)
from closing out sterling fixed interest rates swaps originally entered into as
hedges for the Group's sterling borrowings. These hedges are no longer needed
as a result of the reduction in the Group's sterling borrowings.


NATIONAL GRID GROUP plc

NOTES

5.     Taxation
                                                                 2001      2000
                                                                   £m        £m
Tax on profit, excluding exceptional items, for the year        105.8     123.1
Adjustment in respect of prior years                           (20.0)         -
                                                           ---------- ----------
Taxation (excluding exceptional items)                           85.8     123.1
                                                           ---------- ----------
Tax relating to exceptional integration costs                   (5.9)         -
Tax relating to exceptional profit on partial disposal of           -     229.5
Energis
Exceptional tax credit (note 3(d))                            (229.5)         -
                                                           ---------- ----------
Taxation (exceptional items)                                  (235.4)     229.5
                                                           ---------- ----------
                                                              (149.6)     352.6
                                                               ======    ======

6.     Dividends
                          2001               2000       2001               2000
                         pence                pence     £m                  £m
                             (per ordinary share)
Interim                   6.05               5.59       89.5               82.5
Proposed final            9.03               8.35      133.5              123.0
                    ----------         ---------- ----------         ----------
                         15.08              13.94      223.0              205.5
                        ======             ======     ======             ======

The proposed final dividend of 9.03p per ordinary share will be paid on 15
August 2001 to shareholders on the register on 1 June 2001.

NATIONAL GRID GROUP plc

NOTES

7.     Earnings per ordinary share

Basic earnings per ordinary share for the year ended 31 March 2001 of 52.1p
(2000 : 78.0p) is calculated based on profit for the year of £769.0m (2000 : £
1,148.4m) and 1,475.8m (2000: 1,472.9m) shares - being the weighted average
number of shares in issue during the year, excluding the shares held by
employee share trusts.

Basic earnings per ordinary share on the adjusted profit for the year ended 31
March 2001 of 26.5p (2000 : 24.3p) excludes exceptional items (see note 3) and
goodwill amortisation totalling £378.6m (2000: £789.9m) and is based on
earnings of £390.4m (2000 : £358.5m).

For the purposes of calculating diluted earnings per share, earnings and the
weighted average number of shares have been adjusted for the effects of all
dilutive potential ordinary shares.


8.     Summarised Group cash flow statement

a)     Net cash inflow from operating activities

                                                            2001           2000
                                                              £m             £m
Operating profit of Group undertakings                    715.6          572.1
Depreciation and amortisation                             369.9          158.3
Profit on disposal of tangible fixed assets                (6.6)          (4.3)
Increase in stocks                                         (7.9)          (0.4)
Increase in debtors                                      (189.8)         (22.7)
Decrease in creditors                                     (55.3)         (11.5)
Decrease in provisions                                    (11.7)          (6.8)
Other                                                      (3.6)          (2.7)
                                                      ----------     ----------
                                                          810.6          682.0
                                                          ======         ======

NATIONAL GRID GROUP plc

NOTES

8.     Summarised Group cash flow statement (continued)

b)     Net cash outflow for acquisitions and disposals

                                                           2001            2000
                                                             £m              £m
Payments to acquire investments                         (337.2)         (144.5)
Acquisition of Group undertakings                       (440.9)       (2,045.1)
Receipts from sales of Energis shares                        -           952.9
Disposal of businesses                                   195.9               -
                                                     ----------      ----------
                                                        (582.2)       (1,236.7)
                                                         ======          ======

9.     Movement in net debt
                                                            2001          2000
                                                              £m            £m
Movement in cash and overdrafts                             (1.9)         26.4
Cash inflow from management of liquid resources           (775.2)       (618.8)
Increase in borrowings                                     (81.4)       (769.2)
                                                       ----------    ----------
Change in net debt resulting from cash flows              (858.5)     (1,361.6)
Acquisition of Group undertakings                         (162.2)       (611.7)
Certificates of tax deposit surrendered                     (3.6)         (5.9)
Exchange adjustments                                      (218.0)         29.9
Other movements                                            (12.3)        (10.9)
                                                       ----------    ----------
Movement in net debt in the year                        (1,254.6)     (1,960.2)
Net debt at start of year                               (2,663.6)       (703.4)
                                                       ----------    ----------
Net debt at end of year                                 (3,918.2)     (2,663.6)
                                                           ======        ======

NATIONAL GRID GROUP plc

NOTES

10.     Differences between UK and US Generally Accepted Accounting Principles
       ('GAAP')

The Group prepares its consolidated accounts in accordance with UK GAAP, which
differ in certain respects from US GAAP. The significant adjustments necessary
to restate net income and equity shareholders' funds in accordance with US GAAP
are set out below.

a)     Net income
                                                              2001         2000
                                                                £m           £m
Profit for the year, excluding exceptional items            315.9        350.6
Exceptional items after taxation                            453.1        797.8
                                                        ----------   ----------
Net income under UK GAAP                                    769.0      1,148.4
                                                        ----------   ----------
Adjustments to conform with US GAAP:
Deferred taxation                                          (113.9)        (1.4)
Pensions                                                     18.9          5.7
Share option schemes                                         (5.3)        (5.4)
Tangible fixed assets                                         3.4          3.4
Financial instruments                                       (55.4)        27.9
Issue costs associated with EPICs                            (1.8)        (1.8)
EPICs liability                                             152.5       (115.0)
Severance and integration costs                              23.6        (11.3)
Recognition of UK transmission income                       (17.0)           -
Goodwill - effect of US GAAP adjustments                    (11.7)        (0.2)
Share of associate's adjustments to conform with US GAAP     48.0        (40.5)
                                                        ----------   ----------
Total US GAAP adjustments                                    41.3       (138.6)
                                                        ----------   ----------
Net income under US GAAP                                    810.3      1,009.8
                                                            ======       ======
Basic earnings per share - US GAAP                           54.9p        68.6p
Diluted earnings per share - US GAAP                         52.1p        64.7p

Net income under US GAAP includes £527.9m (2000 : £795.7m) relating to
exceptional net gains treated as exceptional items under UK GAAP.


NATIONAL GRID GROUP plc

NOTES

10.     Differences between UK and US Generally Accepted Accounting Principles
('GAAP') (continued)

b)     Equity shareholders' funds
                                                                2001       2000
                                                                  £m         £m
Equity shareholders' funds under UK GAAP                    3,475.8    2,909.0
                                                          ---------- ----------
Adjustments to conform with US GAAP:
Deferred taxation                                          (1,072.4)    (916.7)
Pensions                                                      178.7      162.8
Shares held by employee share trusts                          (10.2)     (16.3)
Ordinary dividends                                            133.5      123.0
Tangible fixed assets                                         (41.6)     (45.0)
Financial instruments                                         (45.5)       1.0
Issues costs associated with EPICs                              3.7        5.5
EPICs liability                                                37.5     (115.0)
Severance liabilities                                             -        5.5
Recognition of UK transmission income                         (17.0)         -
Regulatory assets                                              37.5          -
Goodwill - effect of US GAAP adjustments                      234.1      210.6
Share of associate's adjustments to conform with US GAAP        6.8       21.3
Other adjustments                                              (0.9)         -
                                                          ---------- ----------
Total US GAAP adjustments                                    (555.8)    (563.3)
                                                          ---------- ----------
Equity shareholders' funds under US GAAP                    2,920.0    2,345.7
                                                              ======     ======

11.     Basis of preparation

The financial information contained in this announcement does not constitute
statutory accounts as defined in Section 240 of the Companies Act 1985. The
financial information in respect of the year ended 31 March 2000 has been
derived from the statutory accounts for the year ended 31 March 2000, which
have been delivered to the Registrar of Companies. The auditors' report on
these statutory accounts was unqualified and did not contain a statement under
Section 237(2) or (3) of the Companies Act 1985.

The financial information in respect of the year ended 31 March 2001 is
unaudited and has been prepared on the basis of the accounting policies set out
in the statutory accounts for the year ended 31 March 2000.

This preliminary results announcement was approved by the Board of Directors on
21 May 2001.



NATIONAL GRID GROUP plc
Cautionary statement

This announcement contains certain statements that are neither reported
financial results nor other historical information. These statements are
forward-looking statements within the meaning of the safe-harbor provisions of
the US federal securities laws. Because these forward-looking statements are
subject to risks and uncertainties, actual future results may differ materially
from those expressed in or implied by such statements. Many of these risks and
uncertainties relate to factors that are beyond National Grid Group's ability
to control or estimate precisely, such as the ability to obtain expected
synergies from the agreed, but not completed, acquisition of Niagara Mohawk,
movements in the share price of Energis, delays in obtaining or adverse
conditions contained in regulatory approvals, competition and industry
restructuring, changes in economic conditions, changes in energy market prices,
changes in historical weather patterns, changes in laws, regulations or
regulatory policies, developments in legal or public policy doctrines,
technological developments, the availability of new acquisition opportunities,
the timing and success of future acquisition opportunities and other risk
factors detailed in National Grid Group's reports filed with the Securities and
Exchange Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
announcement. National Grid Group does not undertake any obligation to publicly
release any revisions to these forward-looking statements to reflect events or
circumstances after the date of this announcement.