Interim Results

Carillion PLC 12 September 2001 Leading construction to services group Carillion plc announces first half results * Pre-tax profit of £9.0 million (2000:£12.6m before exceptional items) after substantial investment in PFI * Zero Group interest charge with net cash of £49.2m * Profit growth in Services and Infrastructure Management * New record order book of £4.7 billion * Business Improvement Programmes launched * Interim dividend up three per cent to 1.38 pence Commenting, Carillion Chairman Sir Neville Simms, said, 'Our results for the half year ended 30 June 2001, demonstrate the progress being made by the new management team to accelerate the Group's strategy. Profits in Facilities Management and Infrastructure Management increased significantly, the Group's interest charge reduced to zero, investment in PFI increased substantially and our order book rose to a new record level of £4.7 billion, of which 86 per cent is in PFI, Services and Infrastructure Management. 'Given the size and quality of our order book and the continuing prospects for growth in most of our main markets where we have well established positions, the Board expects full year trading to be in line with market forecasts and is confident that the longer term outlook remains positive.' For further information contact Chris Girling Finance Director John Denning Corporate Affairs and Communications Director 0207 628 5646 until 12 noon, 12 September 2001 and 01902 422431 thereafter CHAIRMAN'S STATEMENT Our results for the half year ended 30 June 2001 demonstrate the progress being made by our new senior management team to accelerate the strategy for changing the Group's business mix through developing our Private Finance and services-related activities, while focusing selectively on higher added value work in construction. The main features of the first half of 2001 were profit growth in Facilities Management and Infrastructure Management, a reduced interest charge, increased investment to develop our Private Finance business and a 17 per cent increase since December 2000 in the Group's order book to a new record level of £4.7 billion. Turnover was five per cent higher for the six months to 30 June 2001, compared with the corresponding period last year, primarily due to growth in our Facilities Management activities. Total operating profit was £10.5 million compared to £14.5 million (before exceptional charges of £25.0 million). This reduction was due to a substantial increase in the resources being invested in PFI, including bidding for a growing number of PFI projects in our chosen market segments, coupled with the effect of our policy of writing-off all bid costs until we become the preferred bidder. This resulted in a first half loss in Private Finance, which we expect to reverse in the second half as new projects reach preferred bidder stage. Net interest reduced from £1.9 million to £1.5 million, because interest on debt not associated with PFI reduced to zero. This reduction, together with a cash inflow from operating activities of £12.4 million and net cash at 30 June 2001 of £49.2 million, compared with £50.7 million at 31 December 2000, reflects a continuing improvement in cash management and progress in reducing average underlying debt. Profit before tax was £9.0 million compared with £12.6 million, (before all exceptional items) in the first half of 2000. Earnings per share were 1.8 pence compared with 4.9 pence (before all exceptional items) for the corresponding period last year. Excluding the effect of our investment in Private Finance, profit before tax for the rest of the Group showed an encouraging improvement. Consequently, the Board has increased the interim dividend by three per cent to 1.38 pence. In line with the Group's strategy of adopting a more focused and selective approach to construction, the disposal of Carillion Housing was completed successfully in August for a consideration of some £6 million, which is sufficient to cover the costs of retained contracts. The Group is also embarking on a major Business Improvement Programme that will involve extensive restructuring, commencing in the second half of the year, which will yield significant benefits in the future. We expect to take a restructuring charge of the order of £10 million in the second half. As a result of winning a number of key contracts, the Group's order book has increased to a new record level of £4.7 billion, of which some 86 per cent relates to our Private Finance and services-related activities. Given the size and quality of our order book and the continuing prospects for growth in most of our main market segments, particularly UK infrastructure, Private Finance and facilities and estate management services, where we have well established positions, the Board expects operating performance for the full year to be in line with market forecasts and is confident that the longer term outlook remains positive. Sir Neville Simms Chairman CHIEF EXECUTIVE'S REVIEW In the first six months of 2001 we accelerated our strategic progress. Profit increased significantly in both Facilities Management and Infrastructure Management, where the performance of our rail businesses in particular continued to improve. We have also invested heavily in developing our Private Finance business, improved cash management and continued to reduce our average underlying debt. At the same time, we have maintained a highly selective approach in construction, targeting higher added value projects with our 30 long-term key customers. Our order book has increased substantially to £4.7 billion, with notable first half successes in Infrastructure Management. In the second half we are implementing two important Business Improvement Programmes. The first will ensure the understanding and adoption of our core values by all our people so that the culture across all our businesses continues to change to support our strategy, where the emphasis on quality of service is paramount in order to deliver solutions to meet or exceed our customers' needs. The second is aimed at increasing efficiency and effectiveness to ensure that whatever we do, we do it well and 'right first time'. In April, we restructured our senior management team, to enable us to focus more effectively on our strategic objectives. We are now beginning the next fundamental phase of our restructuring programme to improve the efficiency and effectiveness of our entire organisation. We will be introducing a number of Group-wide Shared Service Centres to manage a wide range of processes common to all our Business Units, for example IT, Finance, Human Resources and Legal Services. We shall also be radically streamlining the UK Regional organisation of our Construction Businesses to create leaner, customer facing Business Units focused on delivering the needs of our customers, 'right first time'. This integrated approach will make us more responsive to our customers' needs as well as helping us to reduce both internal and external costs through removing duplication and managing all our suppliers more efficiently and effectively. As a consequence we expect to reduce our UK employees by up to 400, for which there will be an exceptional charge of the order of £10 million in the second half of the year, although the costs will be spread over the next twelve months or so. As we shall be simultaneously investing heavily in new information management systems, the full annualised benefits of the restructuring will not be seen until 2003. As indicated in the following segment reviews, prospects in our main markets remain positive. Therefore, our strategy continues to provide a sound basis upon which to develop the Group's business and, coupled with our Business Improvement Programmes, deliver steady earnings growth along with prudent financial management. Private Finance H1 2001 H1 2000 Turnover £131m £126m Operating (Loss)/Profit (£2.6m) £3.4m The first half-operating loss in Private Finance is temporary and reflects the lumpy nature of accounting for bid costs. Specifically, the movement from profit to loss reflects an increase in net operating costs resulting from the combined effects of substantially increasing the resources we are investing in bidding for PFI projects and our policy of writing off all bid costs until we become the preferred bidder - the point at which bid costs are treated as recoverable. The Private Finance market has continued to move ahead strongly and the substantial increase in bid costs is in response to a growing number of opportunities, especially in our main sectors of health, transport and secure establishments. Currently, we are the preferred bidder for one project and shortlisted for 15 projects worth some £3 billion. However, the timing of projects is such that we were appointed preferred bidder on only one project - Manchester Magistrates Court - in the first half of the year. A number of large projects for which we are shortlisted are not expected to reach preferred bidder until later this year or perhaps early next year. Consequently, although our PFI order book has remained at some £2.7 billion, we expect it to increase significantly over the next twelve months given our historic success rate of 1 in 3.5 for securing preferred bidder positions. A return to profitability is therefore expected for the full year. Since the beginning of the year, four more projects have moved from construction to the operational phase. Consequently, eleven of our fifteen financially closed projects are now operating successfully with the other four moving through the construction phase. SERVICES H1 2001 H1 2000 Turnover £162m £132m Operating Profit £5.3m £4.5m Margin 3.3% 3.4% The 18 per cent increase in operating profit in this segment reflects a strong performance by Carillion Services in facilities management, as Monteray's contract with BT is now fully operational. Monteray's contract with BT has set a new benchmark for outsourcing integrated facilities management and continues to generate considerable interest in the corporate sector among companies which own and manage large estates. We continue to track in-line with the recovery programme for Crown House Engineering (CHE) announced in August 2000. Restructuring of CHE has been completed, with the number of employees reduced by over 1,000 and operational centres cut from eleven to seven. Although the objectives are challenging, we remain committed to delivering the business strategy for CHE and returning it to profitability. With our order book more than doubled to £760 million and with the outsourcing market still growing strongly, prospects in this segment continue to be very positive. INFRASTRUCTURE MANAGEMENT H1 2001 H1 2000 Turnover £140m £146m Operating Profit £4.7m £1.6m* Margin 3.4% 1.1% * After the £2 million charge for GTRM restructuring Although turnover in Infrastructure Management was broadly unchanged, operating profit increased to £4.7 million, as a result of improved performances by Centrac, our track renewal business, and GTRM, our joint venture rail maintenance business. After a slightly slow start to the year in terms of activity levels in rail, we subsequently secured a number of significant maintenance contracts working in alliance with Railtrack, worth over £360 million. These included a five-year IMC 2000 contract for West Coast Mainline South. In addition, our rail projects business is working in alliance with Railtrack on a number of major projects that form part of the West Coast Route Modernisation, most of which are still in the design phase and therefore offer the prospect of significant medium term growth for this expanding part of our rail business. We were delighted win further key contracts from the Highways Agency worth nearly £300 million, including two five-year Area Maintenance Contracts, namely Area 5 (the whole of the M25) and Area 8 (some 1,000 km of motorway and trunk roads in the Home Counties and East Midlands), where a Carillion led joint venture has become the first ever Managing Agent Contractor (MAC). Under this form of contract, the management and maintenance of the network has been let as a single package. Our success in securing the first MAC is real evidence of the emphasis we place on quality of service, given that tenders were assessed on a basis that ascribed 80 per cent of value to quality and 20 per cent to price. These successes increased our order book by nearly 70 per cent to £540 million, over 75 per cent of which is for 2002 and beyond, improving medium and longer-term prospects. CAPITAL PROJECTS H1 2001 H1 2000 Turnover £260m £232m Operating Profit/(Loss) £1.4m £2.5m Margin 0.5% 1.1% Turnover in Capital Projects increased by 12 per cent primarily due to good progress on the Birmingham Northern Relief Road contract and increased activity in our Overseas Regions. The reduction in operating profit relates to a loss on final settlement of an old power and process contract of the kind we no longer undertake. Excluding the effect of this settlement, underlying performance was slightly ahead of that for the first half of 2000. In this segment, we have continued to focus specifically on projects that enable us to offer higher added value services. In the first half of 2001, we successfully secured two major contracts in the Middle East - a three-year management contract for construction of the £120 million Qasr Al Alam Guest Complex in Oman and a £100 million joint venture contract for construction of the first phase of residential buildings at the Dubai Marina - a region where we have a profitable business that has been well established for over 30 years. In the UK, medium to longer-term prospects for securing further good quality contracts remain positive, particularly if the £180 billion of investment in the Government's 10-year transport plan proceeds as announced. In our Overseas Regions our traditional markets continue to remain firm and the prospects for Private Finance projects and for securing new services-related business also continue to look encouraging. However, with the continuing focus in this segment on quality of earnings, turnover is unlikely to increase significantly in the full year and beyond. BUILDING H1 2001 H1 2000 Turnover £299m £327m Operating Profit £5.6m £6.0m Margin 1.9% 1.8% The nine per cent reduction in turnover in our Building segment was the result of our selective approach of focusing on higher added value contracts with long-term customers and thus our operating margins improved slightly to 1.9 per cent. Our Building business also continues to generate cash and operates on negative working capital. Despite the concern over the effect of the world economy, the commercial building market on which we are focused, continues to run at record levels. Although turnover in this segment is unlikely to increase due to our highly selective approach, we expect to improve profitability further in this segment in the second half. Building activity on Private Finance projects, which we report in our Private Finance segment, already accounts for a substantial proportion of the overall output of our building businesses. Therefore, with substantial growth expected in PFI building activity in line with our strategy, we will continue to redirect resources from non-PFI building onto PFI projects, where margins are significantly better. John McDonough Chief Executive Unaudited Consolidated Profit and Loss Account For the half year ended 30 June 2001 Half year Half year Year to 31 to 30 June to 30 June December 2001 £m 2000 2000 £m restated £m Total turnover 970.2 926.1 1,909.0 Deduct turnover of joint ventures (120.3) (100.3) (228.0) Group turnover 849.9 825.8 1,681.0 Group operating (loss)/profit before (0.9) 9.6 29.4 exceptional operating items Exceptional operating items - (25.0) (30.0) Group operating loss (0.9) (15.4) (0.6) Group share of operating profit of 11.4 4.9 13.8 joint ventures Total operating profit/(loss) 10.5 (10.5) 13.2 Profit on sale of businesses - 3.1 3.1 Net interest payable: Group - (1.3) (1.5) Joint ventures (1.5) (0.6) (1.8) (1.5) (1.9) (3.3) Profit/(loss) on ordinary activities 9.0 (9.3) 13.0 before taxation Taxation on profit/(loss) on ordinary (3.1) 4.6 (4.6) activities Profit/(loss) on ordinary activities 5.9 (4.7) 8.4 after taxation Equity minority interests (2.2) - (1.0) Profit/(loss) for the financial period 3.7 (4.7) 7.4 Equity dividends (2.7) (2.8) (8.6) Retained profit/ (loss) for Group and 1.0 (7.5) (1.2) its share of joint ventures Earnings/(loss) per ordinary share - Basic 1.8p (2.3p) 3.6p - Diluted 1.8p (2.3p) 3.6p Adjusted earnings per ordinary share (excluding exceptional items) - Basic 1.8p 4.9p 13.3p - Diluted 1.8p 4.8p 13.3p Dividends per ordinary share 1.38p 1.34p 4.12p Unaudited Consolidated Balance Sheet At 30 June At 30 June At 31 2001 2000 December 2000 £m £m £m Fixed assets Intangible assets 1.6 1.6 1.6 Tangible assets 41.4 49.3 46.8 Investments in joint ventures : Share 608.5 449.3 556.3 of gross assets Share of gross liabilities (551.5) (402.4) (515.0) Other investments 57.0 46.9 41.3 4.2 2.2 1.9 104.2 100.0 91.6 Current assets Stocks 46.6 49.1 45.3 Debtors 582.8 547.8 523.5 Investments 8.1 6.8 8.0 Cash at bank and in hand 86.3 137.4 84.0 723.8 741.1 660.8 Creditors: amounts falling due within one year Bank loans and overdrafts (19.2) (71.1) (15.4) Other Creditors (649.1) (625.9) (581.6) (668.3) (697.0) (597.0) Net current assets Due within one year 34.9 23.0 44.1 Debtors due after more than one year 20.6 21.1 19.7 55.5 44.1 63.8 Total assets less current liabilities 159.7 144.1 155.4 Creditors: amount falling due after more than one year Bank loans (17.9) (17.2) (17.9) Other creditors (6.7) (6.3) (7.9) (24.6) (23.5) (25.8) Provisions for liabilities and (0.9) (3.9) (0.9) charges Net assets 134.2 116.7 128.7 Financed by: Capital and reserves Called up share capital 106.0 103.3 105.3 Reserves 25.0 13.4 22.4 Equity shareholders' funds 131.0 116.7 127.7 Equity Minority Interests 3.2 - 1.0 134.2 116.7 128.7 Unaudited Consolidated Statement of Total Recognised Gains and Losses Half year to Half year to 30 Year to 31 30 June 2001 June 2000 restated December 2000 £m £m £m Profit/(loss) for the 3.7 (4.7) 7.4 financial period Exchange movements - - 1.0 Total recognised gains and 3.7 (4.7) 8.4 losses for the period Unaudited Reconciliation of Movements in Consolidated Equity Shareholders' Funds Half year to Half year to Year to 31 30 June 2001 30 June 2000 December 2000 £m £m £m Profit/(loss) for the financial 3.7 (4.7) 7.4 period Dividends (2.7) (2.8) (8.6) 1.0 (7.5) (1.2) New share capital subscribed by - 1.8 1.8 Quest Other new share capital 2.3 - 3.7 subscribed Exchange movements - - 1.0 Transfer arising on issue of - (1.8) (1.8) shares to Quest Net addition to/(reduction in) equity shareholders' funds 3.3 (7.5) 3.5 Opening equity shareholders' funds 127.7 124.2 124.2 Closing equity shareholders' 131.0 116.7 127.7 funds Summarised Consolidated Cash Flow Statement and Reconciliation of Net Funds Half year Half year to Year to 31 to 30 June 30 June 2000 December 2001 2000 £m £m £m Net cash inflow/(outflow) from 12.4 (71.1) (64.1) operating activities Debenture advance to joint ventures (3.6) - (6.8) Net cash inflow/(outflow) from returns on investments and servicing of 5.8 (0.4) 7.1 finance Corporate taxation paid (0.8) (0.4) (1.1) Net cash outflow from capital (1.8) (6.3) (12.1) expenditure and financial investments Net cash outflow from acquisitions and (8.9) (3.7) (0.1) disposals Equity dividends paid (3.5) - (4.6) Net cash outflow before management of (0.4) (81.9) (81.7) liquid resources and financing Net cash inflow/(outflow) from management of liquid resources 2.2 7.7 (0.3) Financing - (repayment)/drawdown of (1.1) 5.9 5.6 debt Increase/(decrease) in cash in the 0.7 (68.3) (76.4) period Reconciliation of Net Cash Flow to Movement in Net Funds Half Half year to 30 Year to year to June 2000 31 30 June £m December 2001 2000 £m £m Increase/(decrease) in cash 0.7 (68.3) (76.4) Cash (inflow)/outflow from management of liquid resources (2.2) (7.7) 0.3 Net drawdown of debt - (6.4) (6.4) Effect of foreign exchange rate - - 1.7 changes Movement in net funds in the period (1.5) (82.4) (80.8) Net funds at start of period 50.7 131.5 131.5 Net funds at end of period 49.2 49.1 50.7 Reconciliation of Operating Profit to Operating Cash Flows Half year to Half year to Year to 31 30 June 2001 30 June 2000 December £m Restated 2000 £m £m Group operating profit before 10.5 14.5 45.2 exceptional operating items Share of operating profits of joint (11.4) (4.9) (13.8) ventures Depreciation 6.1 6.3 13.7 (Profit)/loss on disposal of fixed (1.7) 0.1 (0.3) assets Amortisation of goodwill - 0.1 0.1 Decrease in market value of listed - - 0.1 current asset investments Decrease in provisions - - (3.0) (Increase)/decrease in stocks (1.3) 10.5 14.6 Increase in debtors (47.5) (73.3) (40.2) Increase/(decrease) in creditors due 59.2 (23.7) (80.7) within one year (Decrease)/increase in creditors due (0.6) (0.4) 1.2 after more than one year Increase/(decrease) in bills of 1.0 (0.3) 0.8 exchange Net cash inflow/(outflow) from 14.3 (71.1) (62.3) operating activities before exceptional items Exceptional operating cash spend (1.9) - (1.8) Net cash inflow/(outflow) from 12.4 (71.1) (64.1) operating activities Notes 1. Basis of Preparation The interim accounts which are unaudited have been prepared using the accounting policies set out in the 2000 Annual Report. The financial information included in this report does not constitute statutory accounts for the purpose of section 240 of the Companies Act 1985. The financial information for the year ended 31 December 2000 has been extracted from the statutory accounts for that financial year. Those accounts have been reported on by the company's auditors and have been delivered to the Registrar of Companies. The auditor's report was unqualified and did not contain a statement under Section 237(2) or (3) of the Companies Act 1985. 2. Segmental analysis Half Year ended Half Year ended Year ended 30 June 2001 30 June 2000 31 December 2000 £m £m £m Turnover Class of business: Building 299.4 327.0 618.9 Capital Projects 260.5 232.0 510.5 Services 161.6 132.2 306.7 Infrastructure Management 140.2 145.9 307.5 Private Finance 131.0 126.1 249.3 Internal trading (22.5) (37.1) (83.9) 970.2 926.1 1,909.0 Half year ended 30 Half Year Ended 30 Year Ended June 2001 June 2000 31 December £m £m 2000 £m Geographical origin: UK 815.4 776.8 1,573.1 Europe 83.4 79.1 157.3 Other 71.4 70.2 178.6 970.2 926.1 1,909.0 Operating profit/(loss) Half Year Ended 30 Half Year Year Ended June 2001 Ended 31 December £m 30 June 2000 2000 £m restated £m Class of business: Building 5.6 6.0 18.1 Capital Projects 1.4 2.5 8.5 Services 5.3 4.5 6.2 Infrastructure Management 4.7 1.6 11.7 Private Finance (2.6) 3.4 8.9 Corporate Centre (3.9) (3.5) (8.2) Operating profit before 10.5 14.5 45.2 exceptional Operating items Exceptional operating items - (25.0) (32.0) Total operating profit/ 10.5 (10.5) 13.2 (loss) Geographical origin: UK 8.7 11.3 35.0 Europe 0.2 0.2 2.9 Other 1.6 3.0 7.3 Operating profit before 10.5 14.5 45.2 exceptional Operating items Exceptional operating items - (25.0) (32.0) Total operating profit/ 10.5 (10.5) 13.2 (loss) Share of joint ventures The segmental analysis of the Group's share of joint ventures is set out below: Half Year Ended Half Year Ended Year Ended 31 30 June 30 June December 2001 2000 2000 Turnover Operating Turnover Operating Turnover Operating £m Profit £m Profit £m Profit £m £m £m Class of business: Building 4.1 3.5 3.8 0.1 6.2 1.8 Capital Projects 29.5 - 26.2 1.0 77.6 0.9 Services - - - - - - Infrastructure 67.1 3.9 63.8 1.7 128.8 8.1 Management Private Finance 19.6 4.0 9.7 2.1 25.1 5.0 Internal Trading - - (3.2) - (9.7) - 120.3 11.4 100.3 4.9 228.0 15.8 Exceptional operating - - - - - (2.0) items _____ _____ _____ _____ _____ _____ 120.3 11.4 100.3 4.9 228.0 13.8 ==== ==== ==== ===== ==== ==== 3. Exceptional operating items Half Year Half Year Year Ended Ended Ended 31 December 30 June 30 June 2000 2001 2000 restated Gross Tax Gross Tax Gross Tax Credit Credit Credit £m £m £m £m £m £m Operating items: ' Subsidiary undertakings: Exceptional cost of sales Provision against contract losses in Crown House Engineering - - 25.0 (7.4) 25.0 (7.1) Exceptional Administrative Expenses Reorganisation costs - - - - 5.0 (1.5) - - _____ _____ _____ _____ 25.0 (7.4) 30.0 (8.6) Joint ventures: - - - - 2.0 (0.6) Reorganisation costs Total exceptional operating items - - 25.0 (7.4) 32.0 (9.2) Non operating items: Profit on sale of businesses - - (3.1) - (3.1) - _____ _____ _____ _____ _____ _____ Total exceptional items - - 21.9 (7.4) 28.9 (9.2) ==== ==== ==== ===== ==== ==== The directors have considered the appropriateness of the Group's accounting presentation regarding the disclosure of the profit and loss account charge in respect of the Founders' Equity Plan share scheme. Previously, the Group reported the expense as a component of exceptional operating items which appeared on the face of the profit and loss account. The directors have concluded that the Founders' Equity Plan expense is now not so significant to warrant separate disclosure and accordingly a more true and fair view would be achieved by including the expense within operating expenses. The effect of this change in accounting presentation for the current period is that £0.9 million of expense that would previously have been included in exceptional operating items has been charged in arriving at Group operating profit before exceptional operating items. This reallocation has had no effect on the result for the period. The comparative period to 30 June 2000 in respect of the profit and loss account and cash flow statement has been restated in accordance with the revised presentation to reallocate the corresponding charge of £1.3 million from exceptional operating items to operating expenses. An exceptional operating item of £25.0 million is presented compared to £26.3 million as previously stated. The Group operating loss remains at £15.4 million as originally stated. In accordance with the revised presentation adjusted earnings per share for the half year ended 30 June 2000 has been restated. The basic and diluted adjusted earnings per share are now reported as 4.9 pence and 4.8 pence respectively from 5.3 pence and 5.2 pence respectively as originally stated. 4. Taxation Based on profit projections for the year to 31 December 2001 the forecast full year tax charge is estimated to be 34%. The tax charge in respect of the profit arising in the six month period to 30 June 2001 has been calculated by reference to the expected full year tax rate. The forecast full year rate is higher than the standard rate of UK tax due to permanently disallowable items and deferred tax not equalised. 5. Dividends The interim ordinary dividend of 1.38p per share (2000: 1.34p) will be paid on 16 November 2001, to shareholders on the register at the close of business on 21 September 2001. 6. Earnings/(loss) per ordinary share a. Basic Earnings/(loss) per ordinary share is calculated by dividing the profit for the financial period, amounting to £3.7m (six months ended 30 June 2000: £4.7m loss; year ended 31 December 2000: £7.4m profit) by 205,164,315 (six months ended 30 June 2000: 203,285,592; year ended 31 December 2000; 204,212,811) ordinary shares being the weighted average number of shares in issue during the period. b. Adjusted A reconciliation of the basic earnings/(loss) per ordinary share to the adjusted amounts shown on the face of the profit and loss account to illustrate the impact of exceptional items is set out below: Half Year Ended Half Year Ended Year Ended 30 June 30 June 31 December 2001 2000 2000 restated £m Pence Per £m Pence per £m Pence share share per share Profit/(loss) attributable to shareholders 3.7 1.8 (4.7) (2.3) 7.4 3.6 Exceptional items: - - 25.0 12.3 32.0 15.7 Operating items Less profit on sale of businesses - - (3.1) (1.5) (3.1) (1.5) Less taxation in respect of - - (7.4) (3.6) (9.2) (4.5) the above Earnings before all _____ _____ _____ _____ ____ ____ exceptional items 3.7 1.8 9.8 4.9 27.1 13.3 ==== ==== ==== ==== === === As described in note 3, the adjusted earnings per share for the period to 30 June 2000 has been restated following a change in the disclosure of the profit and loss charge in respect of the Founders' Equity Plan share scheme. (c) Diluted Diluted earnings/(loss) per ordinary share have been calculated using the same numerators as set out in (a) and (b) above and by reference to the following number of shares: Number of ordinary shares 30 June 30 June 31 2001 2000 December 2000 m m m Number of ordinary shares per basic earnings/ 205.2 203.3 204.2 (loss) per share calculations Adjustments to reflect dilutive shares under option 2.9 1.7 - Number of ordinary shares per diluted earnings/ 208.1 205.0 204.2 (loss) per share calculations 7. Approval of interim statement The interim statement was approved by the Board of Directors on 11 September 2001 and such approval was re-affirmed by a Committee of the Board on 12 September 2001. Independent review report by KPMG Audit Plc to Carillion plc Introduction We have been instructed by the company to review the financial information set out on pages 9 to 17 and 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 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 they are to be changed in the next annual accounts in which case any changes, and the reasons for them, are to be disclosed. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999 /4: Review of interim financial information 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 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 June 2001. KPMG Audit Plc Chartered Accountants, Birmingham 12 September 2001

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