Interim Results

National Grid Group PLC 21 November 2000 INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2000 Strong operational and financial performance Further major step taken in US strategy New five year dividend policy announced Financial highlights profit after tax and minorities excluding up 17.5% to exceptionals and goodwill amortisation £218.7m additional exceptional profits after tax £228.6m net basic earnings per share excluding exceptionals and goodwill amortisation up 17.5% to 14.8p interim dividend - 5% real increase up 8.2% to 6.05p per share Dividend policy aim to increase dividends per share by 5% real in each of the next five years Electricity - UK new price control gives stable framework for 5 years from April 2001 confident of achieving Ofgem's demanding efficiency targets Electricity - USA return on investment for first half 9.3% (up from 8.3% at announcement of acquisitions and on track for 10.5% target) completed acquisitions immediately earnings enhancing after goodwill amortisation - one year ahead of initial expectations Niagara Mohawk acquisition a further major step in US - doubles size of US business Telecoms strong performance from Energis (34.6% holding) Brazil start-up operating losses of £69.7 million - within September forecast Commenting, James Ross, Chairman, said: 'National Grid continues to perform well and deliver on its strategy. 'In the US, our acquisition of Niagara Mohawk is a further major step forward, creating the potential for significant synergies and taking us into the top 10 of US electricity businesses. Upon completion towards the end of 2001, more than half of our operating profits will come from the Northeast US, a region already demonstrating its ability to provide long term regulatory stability and significantly higher returns than in the UK. 'The new price control settlement in the UK, which comes into effect next April, will provide a stable framework for the next five years. We are confident of achieving Ofgem's demanding efficiency targets. 'Our telecoms strategy is to use our infrastructure skills across a range of telecoms start-ups. We own 34.6% of Energis, which once again has reported excellent half year results, and we have a joint venture with Energis in Poland. We have three ventures in Latin America of which Intelig, in Brazil, is the largest. As announced in September, Intelig's start-up losses are higher than expected. We and our partners, Sprint and France Telecom, with Intelig's management, are taking actions to curtail these and to reinforce Intelig's focus on the fast-growing business market. 'The Board is raising the interim dividend by 8.2% (5% real). Our confidence in the Group's future financial strength and in the prospects for growth and greater diversity of earnings has increased. We are committed to delivering sustained real dividend growth. Consequently the Board today announces its aim to increase dividends per share by 5% real in each of the next five years.' Analysts' presentation City Presentation Centre, 4 Chiswell Street, London EC1Y 4UP at 9:00 am (UK time) today Live coverage of the presentation UK: +44 (0) 20 8515 2306 USA: +1 416 231 6596 Telephone replay of the presentation (available for 5 days) UK: +44 (0) 20 8797 2499 pin 114026 hash USA: +1 416 640 1917 pin 73883 Website replay of the presentation from around 4:00 pm (UK time) today on www.nationalgrid.com (available for 6 months) Teleconference at 3.00 pm UK time (10.00 am Eastern Time and 7.00 am Pacific Time) UK: +44 (0) 20 8240 8245 USA: +1 303 267 1000 Replay of the teleconference (available for 5 days) UK: +44 (0) 20 8288 4459 pin 630372 USA: +1 303 804 1855 pin 858297 Photographs are available at www.newscast.co.uk. Contact National Grid David Jones Stephen Box Investors UK: Jill Sherratt +44 (0) 20 73125781 mobile:+44 (0 )7768 490807 Diane Boddy US: Karen Shih +1 508 389 3176 Press: Susan Stevens +44 (0) 20 73125755 Sam Cohen mobile:+44 (0) 7733 300054 Citigate Dewe Rogerson +44 (0) 20 7638 9571 Anthony Carlisle mobile:+44 (0) 973 611888 Sue Pemberton GROUP RESULTS The electricity businesses performed well with a particularly strong first contribution from the US while start up losses in our Brazilian telecoms joint venture were higher than originally expected. Total operating profit for the period, before exceptional US integration costs and goodwill amortisation, was up 27.6 per cent to £358.6 million. Net interest increased £68.4 million to £98.7 million, reflecting the increase in net debt attributable to the acquisitions of New England Electric System (NEES) and Eastern Utilities Associates (EUA), which were completed in March and April 2000 respectively. The impact of these acquisitions was partially offset by the proceeds from the sale of Energis shares in February 2000 and a £17.4 million benefit from the closing out of interest rate swaps. Interest cover, excluding exceptional integration costs, goodwill amortisation and the impact of exchangeable bonds, was 4.7 times. Profit before tax for the period, excluding exceptional items and goodwill amortisation, increased to £259.9 million from £250.7 million for the same period last year. The tax charge for the period, excluding exceptional items, of £38.5 million is net of the release of £20 million of tax provisions in respect of prior year tax computations. The underlying tax charge for the period is based on the estimated effective tax rate for the year ending 31 March 2001 of 26 per cent. Profit after tax and minority interests, excluding exceptional items and goodwill amortisation, was £218.7 million, up from £186.1 million for the same period last year. The results include post-tax exceptional profits of £228.6 million net, comprising: A profit of £132.1 million, before and after tax, arising from reductions in the Group's interest in Energis, primarily as a result of the placing of 77.7 million shares by Energis in September; US acquisition integration costs of £43.5 million (£46.8 million before tax); and A tax credit of £140 million, arising from the realisation of a capital loss for tax purposes as a result of a Group restructuring. Basic earnings per share rose 124 per cent to 28.0 pence. Excluding exceptional items and goodwill amortisation, basic earnings per share increased 17.5 per cent to 14.8 pence. If telecoms start-up losses are also excluded, basic earnings per share increased 48.9 per cent to 20.1 pence. Interim dividend The Board has declared an interim dividend of 6.05 pence per share to be paid on 15 January 2001 to shareholders on the register at 1 December 2000. This is an increase of 8.2 per cent (5 per cent real) over the interim dividend last year. REVIEW OF ACTIVITIES ELECTRICITY National Grid Company UK Transmission As expected, operating profit from the UK Transmission business was down £11.1 million to £242.8 million mainly as a result of lower RPI-x income. This was partially offset by a further 3% real reduction in controllable operating costs and a £2.7 million increase in operating profit from the Transmission Services Scheme. With the delay of the New Electricity Trading Arrangements (NETA), this scheme will now run until the end of the financial year. However, we do not expect to benefit from a repeat of the exceptional generator bidding behaviour seen last winter. We have accepted Ofgem's final proposals for the next price control period in respect of the Transmission Owner activities (TO). The new control, which takes effect on 1 April 2001, provides a stable framework for five years, a year longer than the current price control period. We are confident that we can achieve Ofgem's demanding efficiency targets. Discussions with Ofgem on the price control and incentive arrangements for the System Operator activity (SO) are continuing and will be introduced on the implementation of NETA, which is scheduled for 27 March 2001. Market services Our market services businesses are no longer core to our strategy and we are announcing today the sale of our energy settlements and information services company, ESIS, and EPFAL (Energy Pool Funds Administration Limited) to Logica for a net consideration of £38 million. We are in discussions with other parties interested in acquiring our metering businesses. National Grid USA Existing businesses National Grid USA was formed on the acquisition of NEES in March 2000 and incorporates EUA, the acquisition of which was completed on 19 April 2000 at a cost of £414.0 million. The transmission and distribution operations of NEES and EUA were successfully integrated on 1 May 2000. The 20-year rate settlements in Massachusetts and Rhode Island, which provide long term incentives for us to improve efficiency for the benefit of customers and shareholders, came into effect on that date. The exceptional costs of integrating NEES and EUA were £46.8 million. Integration savings amount to £27 million a year, 10 per cent of the combined controllable cost base. National Grid USA is performing ahead of expectations. Total operating profit, before exceptional integration costs and goodwill amortisation, was £148.6 million. This included £73.9 million from Distribution, reflecting higher than expected volume growth of 3.6 per cent over the same period last year on a weather corrected basis. It also included £20.5 million from Transmission, £38.9 million from Stranded costs recovery and generation, £11.0 million from the US/Canada interconnector and £1.5 million from Telecoms. The acquisitions of NEES and EUA were earnings enhancing after goodwill amortisation, but before exceptional integration costs, in the six months ended 30 September. This is a year earlier than originally expected. The nominal pre-tax return on our investment (ROI) for the six months ended 30 September was an annualised 9.3 per cent. Acquisition of Niagara Mohawk In September, we announced the proposed acquisition of Niagara Mohawk, a focused electricity and gas delivery business in New York State, valuing the equity at approximately £2 billion and the enterprise value at approximately £6 billion. The acquisition of Niagara Mohawk provides substantial upside potential. We expect integration synergies to produce cost savings of approximately 10 per cent per annum of the combined controllable cost base of National Grid USA and Niagara Mohawk, approximately £63 million per year, within four years of completion, with at least half in the first full financial year. In addition, there is potential to improve operational performance and bring Niagara Mohawk's efficiency nearer to that projected for National Grid USA. The acquisition is expected to enhance earnings per share after the amortisation of goodwill in the first full financial year after completion and will substantially enhance our cash flow from completion. The acquisition of Niagara Mohawk will more than double the size of our US distribution operations (with over 3 million customers) and makes our transmission network the most extensive in the New England and New York Power Pools. We expect the combined US operation to contribute more than half of the Group's operating profit following completion. The acquisition is subject to a number of conditions, including regulatory and other consents and approvals in the US, the sale of Niagara Mohawk's nuclear facilities or other satisfactory arrangements being reached and the approval of the shareholders of both National Grid and Niagara Mohawk. The shareholder meetings are expected to take place in January 2001 and, following regulatory approvals, completion of the acquisition is expected by late 2001. Other electricity operations Operating profit from Interconnectors, excluding the US/Canada interconnector, was down £2.4 million to £22.1 million. This reflects the exceptionally high level of capacity payments under the French contracts last year. The UK/Isle of Man interconnector was commissioned in October 2000. We expect to commence construction of Basslink, the interconnector between Tasmania and the Australian mainland, around the end of 2001. In addition, the seabed survey for the proposed UK/Norway interconnector has been successfully completed. Construction will commence in 2002 subject to consents and satisfactory commercial arrangements. Our electricity businesses in Argentina and Zambia both reported increased profits. TELECOMS Energis Energis, of which we now own 34.6 per cent, continues to perform strongly with turnover up 81 per cent to £368.0 million, and EBITDA up 71 per cent to £65.5 million. Our share of its operating profit for the period increased by £3.3 million to £2.5 million before the amortisation of goodwill. The Government has proposed new rules which will allow relief in respect of capital gains tax on disposals of corporate holdings of over 20 per cent if the proceeds are reinvested within one year prior to, and three years after the disposal. The rules are expected to become effective from 1 April 2001 and will apply to our holding in Energis, which was valued at £2.8 billion at yesterday's closing market price. Telecoms joint ventures We have a range of joint venture telecoms interests leveraging our infrastructure skills in designing, building and maintaining networks. Our partners bring product development, sales and marketing and telecoms operational skills. We have invested a total of £389.5 million to 30 September in these joint ventures. Intelig Intelig is our Brazilian joint venture with Sprint and France Telecom. Our share of operating losses for the six months ended 30 September was £69.7 million. This was higher than originally expected but within the level forecast in our September trading statement. There have been a number of contributing factors, including a higher than expected proportion of low-margin, off-peak voice traffic, much of which has been uneconomic to bill. Actions being taken by Intelig management include the roll out of the network which will reduce interconnect and leased line costs, the roll out of data services, the establishment of co-billing arrangements with regional telecoms operators and the introduction of new tariffs. As a result we expect this to be the peak year of operating losses. Sprint is again participating in Intelig, after nine months absence enforced by the Brazilian regulator consequential upon its proposed merger with Worldcom. As a result Intelig is once again pursuing debt financing from equipment suppliers. Manquehue net Manquehue net (formerly Telefonica Manquehue) is our joint venture with Williams and MetroGas in Santiago, Chile. It provides local telecommunications services to targeted customer groups, including the business and internet markets. Silica Networks Silica Networks (formerly Southern Cone Communications) is our joint venture in Argentina and Chile with Manquehue net and Williams. It is making good progress. The licences have now been received, construction of the 2,500 mile state-of-the-art network continues and roll out of its managed bandwidth services is expected to commence in March 2001. Poland We have a joint venture in Poland with Energis which has received its data licence. It is developing a state-of-the- art, broadband network connecting major cities across Poland and interconnecting with Energis' network in Germany. An internet Datacentre is being constructed in Warsaw, which will be integrated with Energis' pan-European IP and voice backbone network. Services will be launched in Spring 2001. NEESCom NEESCom is a natural extension to National Grid USA's business. It installs and leases dark fibre and now has 150,000 fibre miles mainly on our electricity network in New England, presently expanding into New York State. The present value of new sales contracts over the last six months is £27 million, bringing the total value of sales contracts to £115 million. DIVIDEND POLICY Looking ahead, the profile of the Group will be very different. Our confidence in the Group's future financial strength and in the prospects for growth and greater diversity of earnings has increased. We are committed to delivering sustained real dividend growth. Consequently the Board today announces its aim to increase dividends per share by 5% real in each of the next five years. NATIONAL GRID GROUP plc GROUP PROFIT AND LOSS ACCOUNT Six months ended 30 September 2000 Six months ended Year ended 30 September 31 March 2000 1999 2000 Notes £m £m £m Group turnover - continuing operations 3 1,792.8 741.7 1,614.7 Operating costs - continuing operations (1,456.6) (462.6) (1,042.6) --------- --------- -------- Operating profit of Group 3 336.2 279.1 572.1 undertakings Share of joint ventures' and associate's operating loss (59.1) (0.6) (33.5) --------- --------- --------- Total operating profit - Before exceptional --------- --------- --------- integration costs and goodwill amortisation 358.6 281.0 546.5 - Exceptional integration costs 4(a) (46.8) - - - Goodwill amortisation (34.7) (2.5) (7.9) --------- --------- --------- 3 277.1 278.5 538.6 Exceptional profit relating to partial disposals of Energis 4(b) 132.1 - 1,027.3 Net interest 5 (98.7) (30.3) (64.9) --------- --------- --------- Profit on ordinary activities before taxation 310.5 248.2 1,501.0 --------- --------- --------- Taxation - excluding exceptional items (38.5) (64.6) (123.1) - exceptional items 143.3 - (229.5) --------- --------- --------- 6 104.8 (64.6) (352.6) --------- --------- --------- Profit on ordinary activities after taxation 415.3 183.6 1,148.4 Minority interests (2.7) - - --------- --------- --------- Profit for the period 412.6 183.6 1,148.4 Dividends 7 (89.5) (82.5) (205.5) --------- --------- --------- Retained profit 323.1 101.1 942.9 ========= ========= ========= Earnings per ordinary share - Basic, on profit for the period 8 28.0p 12.5p 78.0p - Basic, on adjusted profit for the period* 8 14.8p 12.6p 24.3p - Diluted, on profit for the period 8 26.5p 12.2p 73.4p - Diluted, on adjusted profit for the period* 8 14.3p 12.3p 23.8p *Adjusted profit excludes exceptional items and goodwill amortisation Dividends per ordinary share 7 6.05p 5.59p 13.94p NATIONAL GRID GROUP plc GROUP BALANCE SHEET At 30 September 2000 At 30 September At 31 March 2000 1999 2000 £m £m £m Fixed assets Intangible assets - goodwill 1,140.6 14.0 844.7 Tangible assets 5,467.9 3,156.5 4,938.3 Investments 890.6 260.7 519.0 --------- -------- ------- 7,499.1 3,431.2 6,302.0 --------- -------- ------- Current assets Stocks 35.6 14.5 29.3 Debtors (due within one year) 781.4 142.6 490.1 Debtors (due after one year) 882.5 50.6 798.3 Assets held for exchange 16.6 16.6 16.6 Businesses held for resale 133.7 - 118.9 Cash and deposits 649.7 1,519.8 1,011.6 --------- -------- ------- 2,499.5 1,744.1 2,464.8 Creditors (due within one year) (2,138.5) (1,436.5) (1,861.1) --------- -------- --------- Net current assets 361.0 307.6 603.7 --------- -------- --------- Total assets less current liabilities 7,860.1 3,738.8 6,905.7 Creditors (due after more than one year) (3,975.0) (1,635.8) (3,500.2) Provisions for liabilities and charges (597.0) (44.7) (461.4) --------- -------- -------- Net assets employed 3,288.1 2,058.3 2,944.1 ========= ======== ======== Capital and reserves Called up share capital 174.7 174.5 174.7 Share premium account 275.0 266.7 274.7 Profit and loss account 2,783.7 1,616.3 2,459.6 --------- ------- ------- Shareholders' funds 3,233.4 2,057.5 2,909.0 Minority interests 54.7 0.8 35.1 --------- ------- ------- 3,288.1 2,058.3 2,944.1 ========= ======= ======= Net debt 3,766.1 722.7 2,663.6 Gearing 115% 35% 90% NATIONAL GRID GROUP plc SUMMARISED GROUP CASH FLOW STATEMENT Six months ended 30 September 2000 Six months ended Year ended 30 September 31 March 2000 1999 2000 Note £m £m £m Net cash inflow from operating activities 9 343.4 309.1 682.0 Dividends from joint ventures 8.7 0.3 4.5 Net cash outflow for returns on investments and servicing of finance (125.0) (35.7) (64.7) Corporate tax paid (58.4) (0.6) (274.3) Net cash outflow for capital expenditure (198.6) (135.0) (279.2) Net cash outflow for acquisitions and disposals (648.0) (42.1) (1,236.7) Equity dividends paid (123.2) (115.1) (197.6) --------- -------- ---------- Net cash outflow before management of liquid resources and financing (801.1) (19.1) (1,366.0) Net cash inflow from the management of liquid resources 372.3 5.9 618.8 --------- --------- --------- Issue of ordinary shares 2.9 4.4 5.5 Repurchase of ordinary shares - - (1.1) --------- --------- --------- New borrowings 1,841.2 82.4 1,029.3 Borrowings repaid (1,425.6) (57.3) (260.1) --------- --------- --------- Increase in borrowings 415.6 25.1 769.2 --------- --------- --------- Net cash inflow from financing 418.5 29.5 773.6 --------- --------- -------- Movement in cash and overdrafts (10.3) 16.3 26.4 ========= ========= ======== NATIONAL GRID GROUP plc GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES Six months ended 30 September 2000 Six months ended Year ended 30 September 31 March 2000 1999 2000 £m £m £m Profit for the period 412.6 183.6 1,148.4 Exchange adjustments 1.0 (4.8) 3.1 -------- -------- -------- Total recognised gains and losses relating to the period 413.6 178.8 1,151.5 ======== ======== ======== RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS Six months ended 30 September 2000 Six months ended Year ended 30 September 31 March 2000 1999 2000 £m £m £m Profit for the period 412.6 183.6 1,148.4 Dividends (89.5) (82.5) (205.5) --------- -------- -------- 323.1 101.1 942.9 Issue of ordinary shares 0.3 8.7 11.6 Repurchase of ordinary shares - - (1.1) Exchange adjustments 1.0 (4.8) 3.1 --------- -------- -------- Net increase in shareholders' funds 324.4 105.0 956.5 Shareholders' funds at start of period 2,909.0 1,952.5 1,952.5 ------- --------- -------- Shareholders' funds at end of period 3,233.4 2,057.5 2,909.0 ======= ======== ======== NATIONAL GRID GROUP plc NOTES 1. Basis of preparation The financial information contained in this announcement has been prepared on the basis of the accounting policies set out in the Annual Report and Accounts for the year ended 31 March 2000 and 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 those 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 six months ended 30 September 2000 is unaudited but has been reviewed by the auditors and their report is set out on page 20. This interim results announcement was approved by the Board of Directors on 20 November 2000. 2. 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 provisional fair value of £213.7m, resulting in goodwill of £200.3m which has been capitalised and is being amortised over 20 years. The operations of EUA and New England Electric System (NEES) were successfully integrated on 1 May 2000, as a consequence of which it is not possible to provide an indication of EUA's contribution to the Group's results for the period. 3. Segmental analysis Six months ended Year ended 30 September 31 March 2000 1999 2000 a) Turnover: £m £m £m Transmission - UK 643.2 650.0 1,319.7 - USA 100.2 - 3.4 Distribution - USA 662.3 - 25.8 Stranded costs recovery and generation - USA 314.6 - 6.1 Interconnectors - UK 42.4 44.8 86.6 - USA 23.5 - 1.3 Telecommunications - USA 4.3 - 0.2 Other activities - UK(i) 154.5 63.5 207.0 - USA 11.5 1.3 2.4 Sales between businesses (163.7) (17.9) (37.8) -------- -------- -------- Group turnover - continuing operations 1,792.8 741.7 1,614.7 ======= ======= ======= Europe 819.1 740.4 1,576.1 North America 973.7 1.3 38.6 ------- -------- ------- 1,792.8 741.7 1,614.7 ======= ======= ======= (i) Other activities - UK turnover primarily comprises market services, including gas trading activities, and contracting activities. The transmission - UK segment now includes the results of operations of Ancillary Services, previously reported as a separate segment. Six months ended Year ended 30 September 31 March 2000 1999 2000 b) Operating profit: £m £m £m Transmission - UK 242.8 253.9 523.1 - USA 20.5 - 1.3 Distribution - USA 73.9 - 1.7 Stranded costs recovery and generation - USA 33.6 - 0.2 Interconnectors - UK 22.5 24.5 46.6 - USA 11.0 - 0.6 - Other (0.4) - (0.9) Telecommunications - USA 1.5 - 0.1 Other activities - UK 7.0 4.0 7.5 - USA (0.9) (2.6) (5.5) Exceptional integration costs - USA (46.8) - - Goodwill amortisation - USA (28.5) (0.7) (2.6) -------- ------ ------ Group undertakings 336.2 279.1 572.1 -------- ------ ------ Telecommunications - Energis 2.5 (0.8) 1.3 - Intelig (69.7) (5.9) (44.1) - Other (0.6) - - Generation - USA 5.3 - 0.2 Other electricity 9.6 7.9 14.4 Goodwill amortisation (6.2) (1.8) (5.3) -------- ------ ------ Joint ventures and associate (59.1) (0.6) (33.5) -------- ------ ------ Total operating profit 277.1 278.5 538.6 ======== ====== ====== Europe 267.6 280.0 572.3 North America 69.6(ii) (3.3) (4.0) Latin America (62.9) (0.4) (33.7) Africa 2.8 2.2 4.0 -------- ------ ------ 277.1 278.5 538.6 ======== ====== ====== Electricity 424.9 287.7 589.2 Telecommunications (66.3) (6.7) (42.7) -------- ------ ------ Total operating profit - before exceptional integration costs and goodwill amortisation 358.6 281.0 546.5 ======= ====== ====== (ii) £144.9m before exceptional integration costs and goodwill amortisation. 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. 4. Exceptional items a) Exceptional integration costs Exceptional integration costs of £46.8m (£43.5m after tax) principally comprise early retirement costs arising on the integration of the operations of the former New England Electric System and Eastern Utilities Associates (both now comprising, and renamed, National Grid USA). b) Exceptional profit relating to partial disposals of Energis The exceptional profit of £132.1m (£132.1m after tax) relates to reductions in the Group's interest in Energis plc, an associated undertaking, primarily as a consequence of the placing by Energis of 77.7m of its shares. c) Exceptional tax credit Details of a £140.0m exceptional tax credit are contained in note 6. 5. Net interest Six months ended Year ended 30 September 31 March 2000 1999 2000 £m £m £m Interest payable and similar charges 164.7 76.0 158.4 Interest capitalised (9.7) (12.1) (20.4) Interest receivable and similar income (73.1) (44.3) (95.0) ------- ------- ------- 81.9 19.6 43.0 Joint ventures and associate 16.8 10.7 21.9 ------- ------- ------- 98.7 30.3 64.9 ======= ======= ======= Interest receivable and similar income includes a £17.4m gain (1999 : £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. 6. Taxation Six months ended Year ended 30 September 31 March 2000 1999 2000 £m £m £m Tax on profit, excluding exceptional items, for the period 58.5 64.6 123.1 Adjustment in respect of prior periods (20.0) - - ------- ------- ------- Taxation - excluding exceptional items 38.5 64.6 123.1 ------- ------- ------- Tax relating to exceptional integration costs (3.3) - - Tax relating to exceptional profit on partial disposals of Energis - - 229.5 Adjustment in respect of prior year exceptional tax charge arising from the realisation of a capital loss for tax purposes as a result of a Group restructuring (140.0) - - -------- ------- ------- Taxation - exceptional items (143.3) - 229.5 -------- ------- ------- (104.8) 64.6 352.6 ======== ======= ======= The tax charge of £58.5m on profit, excluding exceptional items, for the six months ended 30 September 2000 is based on the estimated effective tax rate for the year ending 31 March 2001 of 26%. 7. Dividends The interim dividend of 6.05p per ordinary share (1999: 5.59p) will be paid on 15 January 2001 to shareholders on the register on 1 December 2000. 8. Earnings per ordinary share Basic earnings per ordinary share for the six months ended 30 September 2000 of 28.0p (1999: 12.5p) is calculated based on profit for the period of £412.6m (1999: £183.6m) and 1,474.8m (1999: 1,471.6m) shares - being the weighted average number of shares in issue during the period, excluding the shares held by employee share trusts. Basic earnings per ordinary share on the adjusted profit for the six months ended 30 September 2000 of 14.8p (1999: 12.6p) excludes exceptional items (see notes 4 and 6) and goodwill amortisation totalling £193.9m (1999: £(2.5)m), and is based on earnings of £218.7m (1999: £186.1m). 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. 9. Net cash inflow from operating activities Six months ended Year ended 30 September 31 March 2000 1999 2000 £m £m £m Operating profit of Group undertakings 336.2 279.1 572.1 --------- --------- --------- Depreciation and amortisation 188.9 74.9 157.5 Profit on disposal of tangible fixed assets (6.2) (0.7) (4.3) Increase in stocks (3.2) (1.8) (0.4) (Increase)/decrease in debtors (76.8) 13.3 (21.9) Decrease in creditors (79.0) (55.1) (11.5) Decrease in provisions (12.6) (0.9) (6.8) Other (3.9) 0.3 (2.7) --------- --------- --------- 7.2 30.0 109.9 ------- ------- -------- 343.4 309.1 682.0 ======= ======= ======== 10. Movement in net debt Six months ended Year ended 30 September 31 March 2000 1999 2000 £m £m £m Movement in cash and overdrafts (10.3) 16.3 26.4 Cash inflow from management of liquid resources (372.3) (5.9) (618.8) Increase in borrowings (415.6) (25.1) (769.2) ------- ------- -------- Change in net debt resulting from cash flows (798.2) (14.7) (1,361.6) Acquisition of Group undertakings (161.9) - (611.7) Certificates of tax deposit surrendered - - (5.9) Exchange adjustments (138.1) - 29.9 Other movements (4.3) (4.6) (10.9) ------- -------- -------- Movement in net debt in the period (1,102.5) (19.3) (1,960.2) Net debt at start of period (2,663.6) (703.4) (703.4) -------- ------- --------- Net debt at end of period (3,766.1) (722.7) (2,663.6) ======= ======== ========= 11. 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 shareholders' funds in accordance with US GAAP are set out below. a) Net income Six months ended Year ended 30 September 31 March 2000 1999 2000 £m £m £m Profit for the period, excluding exceptional items 184.0 183.6 350.6 Exceptional items after taxation 228.6 - 797.8 ------- ------- ------- Net income under UK GAAP 412.6 183.6 1,148.4 ------- ------- -------- Adjustments to conform with US GAAP: Deferred taxation (83.8) (17.9) (1.4) Pensions 9.6 1.8 5.7 Share option schemes (4.8) (1.3) (5.4) Tangible fixed assets 1.7 1.7 3.4 Financial instruments 5.1 (15.2) 27.9 Issue costs associated with EPICs (0.9) (0.9) (1.8) EPICs liability 65.0 31.9 (115.0) Severance costs 38.7 (3.3) (11.3) Recognition of UK transmission income (12.7) - - Goodwill - effect of US GAAP adjustments (5.9) - (0.2) Share of associate's adjustments to conform with US GAAP 22.8 2.8 (40.5) ------- ------- -------- Total US GAAP adjustments 34.8 (0.4) (138.6) ------- ------ -------- Net income under US GAAP 447.4 183.2 1,009.8 ======= ====== ======== Basic earnings per share - US GAAP 30.3p 12.4p 68.6p Diluted earnings per share - US GAAP 28.7p 12.2p 64.7p Net income under US GAAP includes £267.5m (1999 : £nil; year ended 31 March 2000: £795.7m) relating to net exceptional gains which are treated as exceptional items under UK GAAP. b) Shareholders' funds At 30 September At 31 March 2000 1999 2000 £m £m £m Shareholders' funds under UK GAAP 3,233.4 2,057.5 2,909.0 --------- -------- -------- Adjustments to conform with US GAAP: Deferred taxation (1,033.9) (722.4) (916.7) Pensions 175.1 164.8 162.8 Shares held by employee share trusts (13.6) (15.3) (16.3) Ordinary dividends 89.5 82.5 123.0 Tangible fixed assets (43.3) (46.7) (45.0) Financial instruments 6.1 (20.9) 1.0 Issues costs associated with EPICs 4.6 6.4 5.5 EPICs liability (50.0) 31.9 (115.0) Severance liabilities 4.1 7.6 5.5 Recognition of UK transmission income (12.7) - - Regulatory assets 40.2 - - Goodwill - effect of US GAAP adjustments 237.9 - 210.6 Share of associate's adjustments to conform with US GAAP 23.1 (11.5) 21.3 Other adjustments 2.8 - - ------- ------- ------- Total US GAAP adjustments (570.1) (523.6) (563.3) ------- ------- ------- Shareholders' funds under US GAAP 2,663.3 1,533.9 2,345.7 ======== ======== ======= 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 the 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 acquisition in recent months of New England Electric System and Eastern Utilities Associates and the agreed, but not completed, acquisition of Niagara Mohawk, 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. The companies do 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. Independent review report to National Grid Group plc Introduction We have been instructed by National Grid Group plc to review the financial information set out on pages 9 to 19 and we have read the other information contained in the interim report for 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 Listing Rules of the Financial Services Authority 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. 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 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 2000. PricewaterhouseCoopers Chartered Accountants London 20 November 2000
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