RNS Number:6123L
Bristol Water Holdings PLC
29 May 2003


BRISTOL WATER HOLDINGS plc
PRELIMINARY RESULTS FOR THE YEAR ENDING 31 MARCH 2003

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STRONG FINANCIAL AND OPERATIONAL PERFORMANCE


Year ended 31 March                                                          2003               2002         % change
                                                                               #m                 #m                %

Group turnover -
    Regulated water business                                                 70.0               68.0                3
    Other businesses                                                         42.3               61.1              (31)
    Total                                                                   112.3              129.1              (13)

Profit before tax -
    Regulated water business                                                 14.6               13.9                5
    Other businesses                                                          1.5                1.7               (8)
    Total                                                                    16.1               15.6                3

Profit after tax                                                              9.6               12.1              (20)

Earnings per ordinary share
    - Shares in issue                                                      115.5p             148.7p              (22)
    - Fully diluted                                                        114.5p             147.5p              (22)

Dividend per ordinary share                                                 70.6p              67.2p                5

Results stated before application of FRS19 Deferred Tax
    Profit after tax                                                         13.4               13.3                0

    Earnings per ordinary share
       - Shares in issue                                                   166.3p             166.3p                0
       - Fully diluted                                                     164.9p             164.9p                0


* Regulated water business
     - PBT up by 5% to #14.6m
     - Debt restructured in May 2003, providing future flexibility
     - Excellent service standards maintained

* Other businesses
     - PBT contribution of #1.5m after further development costs
     - Board considering sale of Lawrence
     - Watergrid success - with AWG selected as British Waterways partner

* Group results and corporate developments
     - Increasing concentration on core water skills
     - EPS down because of high deferred tax charge
     - 5% increase in dividends for full year
     - 5 for 1 share split to improve marketability and liquidity of shares


For further information:

Alan Parsons, Chief Executive                           Lulu Bridges
Andy Nield, Group Finance Director                      Tavistock Communications
Bristol Water Holdings plc                              Tel: 0207 600 2288
Tel: 0117 953 6407

or contact:
Bristol Water Corporate Affairs on 0117 953 6470 during office hours or 
07831 453924 at any time






CHAIRMAN'S STATEMENT

The group has delivered another strong performance and has achieved excellent
financial results from the regulated water company and a positive contribution
from other businesses.

Regulated water business

In last year's Annual Report, we signalled that the progressive build up of the
regulated business's capital programme, with its consequent additional
financing, depreciation and operating costs, together with the relatively low
level of increase in charges under the RPI+K price limits of 1.9% would have a
significant impact on profits.  Given this background, the result achieved of a
profit before tax of #14.6m compared to #13.9m in the previous year represents
an excellent outcome.  This is due to a combination of factors including a real
terms reduction in operating costs and the effects of a lower than expected
level of capital expenditure.

During the year, we commenced a #12m project for a major upgrade of Barrow, our
second largest water treatment plant, with completion planned for Spring 2004.

We continued to deliver high levels of service to customers.  This is reflected
by our position in the  latest Ofwat report on service levels for 2001/02, which
ranked us third of all water companies in England and Wales.

We have developed a new financing package for the regulated water business.
This was completed shortly after the year end.  Prior to completion, the
business had a relatively short debt maturity profile.  The new structure will
provide a better mix of financing and a considerably longer maturity profile,
more appropriate to the long-term nature of its asset base.  The new facilities
offer flexibility for the future including the ability to substantially increase
the financial gearing of the company.  However, it is not the Board's current
intention to do so.

The key issue for the water sector is the Periodic Review process through which
Ofwat will set price limits for the 5 years 2005-10.  It is much too early to
forecast the outcome, but we are encouraged that the approach Ofwat are taking
in the early stages of the process is intended to lead to an appropriate balance
between the interests of customers and shareholders.

Other businesses

Our other businesses made a good contribution to profits with profit before tax
of #1.5m compared to #1.7m in the previous year.  The small reduction reflects
improved performance offset by start up costs associated with three new
developments; Gas Design Consultancy (GDC), a design business linked very
closely to Lawrence; establishing our new leakage consultancy company in the
USA; and the Watergrid project start-up costs.

Lawrence, the contracting division, has built on last year's result and recorded
an increase in profit before tax to #1.4m (2002 - #1.1m).  During the year we
reviewed the strategic fit of Lawrence within the group and concluded that its
contracting base was inconsistent with our business focus on core water skills.
Accordingly, we are considering the potential sale of Lawrence, together with
its sister company GDC.

Our international division (BWS) continues to make progress.  We are now three
years into the nine-year Selangor project in Malaysia.  This project for the
reduction of water losses, which is being carried out by our joint venture
company PABW, has met all its performance targets.

During 2002, we established a new BWS company in the USA, which we see as an
attractive future market for our water loss reduction skill base.  The company
has already secured a number of small contracts.

We are pleased that the Bristol Water Holdings/AWG consortium has been selected
as British Waterways' partner for the Watergrid project.  With our long
experience as the largest user of canal water for the purpose of water supply in
the UK, this fits well with our core water skills based strategy.  Watergrid
offers an opportunity for us to work with our partners to use our expertise in a
wider market, outside the Bristol area.

Financial result and dividends

Profit before tax for the year increased to #16.1m compared to #15.6m in the
previous year.  The high deferred tax charge means that earnings per share have
fallen.

We have declared a 6% increase in the final dividend, bringing the total
dividend for the year to 70.6p, a 5% increase over 2001/02.  The final dividend
of 49.8p will be paid on 1 October 2003.

Higgs Report

The Board already follows many of the proposals contained within the Higgs
Report and will review this matter further once the recommendations are
finalised.

Corporate changes

We are proposing, subject to shareholder approval, at the Annual General
Meeting, to make some changes to the share capital structure of the company and
the Articles of Association.

We currently have 2% of the ordinary shares in a separate non-voting class.  We
propose to convert these to voting shares thus removing an historical anomaly.

At the same time, given the current share price, we propose a share split on the
basis of five new ordinary shares for each existing share.  We believe that this
will be a benefit to shareholders by increasing the marketability and liquidity
of the company's shares. The share split, if approved, is expected to take
effect from 28 July 2003.

We are proposing a general power for the Board to make market purchases for up
to 10% of the issued share capital.  The Board has no current intention to
utilise this authority, but believes it appropriate to obtain this flexibility.

The Board proposes to redesignate the 5,839,250 authorised but unissued 6.75%
Cumulative Convertible Redeemable Preference Shares as Ordinary Shares.

We also propose some further amendments to the Articles of Association of the
company to update them in line with current practice.

Full details of the proposed changes, which will require approval at an
extraordinary class meeting of the non-voting shareholders, in respect of the
proposed conversion to voting status, and as special business at the Annual
General Meeting of the company will be set out in the formal notices for those
meetings.

Outlook

The continued progressive build up of the regulated business's capital
programme, with its consequent additional financing, depreciation and operating
cost implications, together with the relatively low level of increase in charges
under the RPI+K price limits to customers for 2003/04 of 2.7%, including a K
factor of 0%, and a negative K factor of 1.9% in 2004/05 will constrain profits
over the next two years.

The progress that the group made during the year together with the two key
initiatives of refinancing the regulated water business and the potential sale
of Lawrence will place the group in a strong position.

My thanks go to all our employees who have contributed to the success of the
group.


Moger Woolley
Chairman
29 May 2003




CHIEF EXECUTIVE'S REPORT

Bristol Water plc - the regulated business

During the year, we have continued to consolidate the considerable operating
cost reductions made in recent years.

A major focus has been the continued development of the joint venture with
Wessex Water to enable the two companies to issue combined bills to customers.
The first joint bills for unmeasured customers were issued at the beginning of
the year with the first metered bills being issued in November.  With the
billing system now fully operational, this will allow us to progressively
realise the planned efficiency gains from the new arrangement together with the
provision of a simplified and improved service to customers.  High levels of
service to customers have been maintained throughout this complex process.

During the year, we achieved certification to the new ISO 9001:2000 quality
standard, upgrading from our previous ISO 9001:1994 assessment.  The scope of
our quality management system covers all aspects of the production and
distribution of water, technical design and the procurement of related products
and services.

We have initiated a major review of the processes and cost structure in the
business.  Our objective is to identify the potential scope for further
efficiency gains.  The exercise will take a further few months to complete.
Throughout the process we are evaluating carefully the trade-offs between cost
reductions and the associated risks.

We were pleased by our ranking in the latest Ofwat report on service levels by
water companies in 2001/02.  We were ranked third of all water companies in
England and Wales and have been the most consistently highly-rated company over
the past few years.  This recognises our commitment to the delivery of high
levels of service to customers.

Our capital programme for the five years to 2005, as set out in the Final
Determination, amounts to #125m (May 1999 prices).  In accordance with the
Drinking Water Inspectorate's protocol we have not yet commenced the lead pipe
replacement programme that was incorporated in Ofwat's price determination,
pending the results of orthophosphate dosing trials currently in progress.
These are currently demonstrating substantial compliance with the lead standard
that comes into force in 2013 and it is increasingly likely that the actual
spend on lead pipe replacement during the five year period will be at a
relatively low level.

Capital investment, including infrastructure renewals, net of grants and
contributions, for the year totalled #20.0m.  Key projects included the
completion of our 30 month, #12m mains renovation programme, which has involved
the renovation of some 250km of mains throughout our area.  We also completed
the installation of a barrier to remove cryptosporidium oocysts at the Chelvey
water treatment works, bringing the total of treatment works with such barriers
to eight.

We have recently commenced a #12m project for a major upgrade of our Barrow
treatment plant, with completion planned for Spring 2004.  Expenditure on the
project at some #1.7m during the year was lower than originally expected
reflecting a revised project plan and delays in obtaining relevant planning
approvals.  This is a complex project and is progressing well.

Ofwat has set out details of the planned Periodic Review process that will set
price limits for the 5 years from 2005 to 2010.  Ofwat's process will take
almost two years to complete and the outcome will be extremely important to the
business.  The first major milestone is the submission of our draft business
plan to Ofwat during August 2003.

The refinancing arrangements explained in the Chairman's statement effectively
apply a financial ringfencing to the regulated water business and provide
flexibility to increase its debt levels significantly in the future.  We have no
current plans to substantially increase gearing levels, but believe that in
arranging long term financing it was appropriate to create this type of
flexibility.

As noted in the Chairman's statement, profits for the next two years will be
influenced by a range of additional costs, in particular the financing,
depreciation and operating cost implications of the continuing capital
programme.  As outlined above, we will continue to seek further operational
efficiency gains whilst ensuring that we do not compromise our high standards of
service.

Other businesses

Lawrence

Despite the anticipated reduction in turnover from its pipeline division,
Lawrence consolidated the turnaround achieved over the last three years with an
increase in profit before tax to #1.4m (2002 - #1.1m).

During the year we established a sister company to Lawrence, Gas Design
Consultancy (GDC).  GDC is a design house for gas pipeline projects. Trading
losses during its start up year amounted to #0.3m. GDC has considerable
synergies with Lawrence and we believe that it will add value either within the
group or in the event of a sale of Lawrence.

Lawrence does not fit well with our core water skill based strategy.  During the
year we concluded that the turnaround process, as demonstrated by Lawrence's
financial performance, had progressed sufficiently that it was appropriate to
consider a sale of both Lawrence and GDC.

Bristol Water Services(BWS)

BWS is our international division providing network management services,
specialising in leakage reduction.

Together with our joint venture partner, Premier Ayer Sdn Bhd, we are now three
years into the nine-year phase 2 Selangor project in Malaysia.  This project for
non-revenue water reduction is being carried out by our joint venture company
PABW and continues to meet all performance targets, making a useful contribution
to satisfying the increasing demands for water in Kuala Lumpur and surrounding
areas.

The consultancy project that BWS and its consortium partners was awarded earlier
this year, to identify performance indicators and best practice methodologies
for leakage reduction across North America, is now well under way.  Given our
success in securing both this contract and further contracts in the region we
have now established a new subsidiary company in the USA.

BWS is taking the lead role in a #1m, eighteen-month project for the European
Agency for Reconstruction to assist in the restructuring and development of the
water industry within Kosovo.

Overall the division achieved a break-even position (2002 - #0.1m profit before
tax), after continued investment in marketing and business development,
including the establishment of a presence in the USA.

Watergrid

The Watergrid project is a unique opportunity to apply our experience of using
canal water to supply customers in a wider market.  A new company, Watergrid
Ltd, has been established as a national joint venture between the public and
private sectors.  Using the extensive canal and river network for the movement
of water, Watergrid Ltd is seeking to serve multiple customer bases with bespoke
water services and wastewater treatment facilities.

Watergrid Ltd has been formed between the Bristol Water Holdings/AWG consortium,
British Waterways and the Government's PPP facilitator, Partnerships UK.  Both
Bristol Water and AWG have effective 22.5% equity interests in the new venture.


Alan Parsons
Chief Executive
29 May 2003




OPERATING AND FINANCIAL REVIEW

                                                                                              2003              2002
                                                                                                #m                #m

Group turnover
Regulated water business                                                                      70.0              68.0
Other businesses                                                                              42.3              61.1

Total                                                                                        112.3             129.1

Profit before tax
Regulated water business                                                                      14.6              13.9
Other businesses                                                                               1.5               1.7

Total                                                                                         16.1              15.6

Taxation
Current tax                                                                                    2.7               2.2
Deferred tax                                                                                   3.8               1.3

Total                                                                                          6.5               3.5

Profit after tax                                                                               9.6              12.1



Results Overview

Group turnover reduced from #129.1m to #112.3m.  As anticipated, this reflects a
reduction in turnover for Lawrence from the high levels reported in the previous
year.

The results represent a strong underlying performance with profit before tax
increasing by #0.5m to #16.1m compared to #15.6m in 2002, despite a reduction in
net gains from asset disposals of #0.4m.

The group results include a total tax charge of some 40% compared to 23% in the
previous year, which accounts for the reduction in earnings per share.  This
includes a deferred tax charge of #3.8m (2002 - #1.3m) in addition to the
underlying current tax charge of #2.7m.  The deferred tax element is unusually
high because of a reduction in the discount rates used to calculate the deferred
tax liability.  As required by FRS19, the discount rates applied are based on
government gilts for relevant periods.  The effect of the change in rates
essentially reverses a corresponding gain made in the second half of 2001/02
when discount rates increased.

The Board proposes a total dividend for the year of 70.6p, a 5% increase over
2002.  As a result, a final dividend of 49.8p is being recommended.  It will be
paid on 1 October 2003 to shareholders on the register on 18 July 2003. Our
shares will go ex dividend on 16 July 2003.  Ordinary dividend cover is 1.6
times compared to 2.2 times last year.

In the statutory accounts the appropriate transitional disclosures required
under FRS17, the new accounting standard on pensions, are made. Note 12 to this
statement shows that the group's sections within the Water Companies' Pension
Scheme would be represented on the balance sheet as a deficit net of tax of
#14.8m, this compares to an asset net of tax of #10.1m in 2002 under FRS17.  The
change reflects the adverse movements of the equity markets.

An actuarial review of the pension sections as at 1 April 2002 has recently been
completed and shows combined net surpluses on an actuarial basis of #5.6m.  The
sections are currently invested primarily in equities.  In consultation with
both the trustees and the actuary, we have carefully examined the investment
strategy and concluded that the appropriate long-term strategy is to reduce the
proportion of equities with a corresponding increase in investments in bonds and
other fixed income securities.  Given the current equity market position we have
delayed the implementation of this change until we see some further recovery in
equity market values.

We have agreed a significant increase in cash contributions to the pension funds
effective from 1 April 2003. The total cash contributions will be broadly in
line with the SSAP24 charge of #1.6m reflected in these accounts for 2002/03.

Regulated activities - Bristol Water plc

In November 1999, Ofwat issued the Periodic Review Final Determination.  This
set maximum price limits for charges to customers for the five years 2000-05.
The limits, known as K factors, plus movements in the RPI index, determine the
allowed increase or decrease in overall charges each year.  For 2002/03 the K
factor was 1%, which together with an RPI movement of 0.9% meant an average
increase in charges to customers of some 1.9%.

Overall turnover increased by some #2.0m, mainly due to the RPI+K increase.

Operating costs before depreciation were #36.6m, slightly above the #36.5m
recorded in 2002.  After taking the effect of inflation into account, this
represents a reduction in real terms.

Net depreciation increased by #0.3m to #14.0m reflecting the commissioning of
new assets offset by the non-recurrence of an accelerated depreciation charge of
#0.4m for other assets in the previous year.

Overall profit before tax of #14.6m represents a #0.7m improvement from 2002.

Net capital investment in the year after grants and contributions from
developers was #20.0m, compared to #23.5m in 2002.

Other businesses

Our other businesses made a good contribution to profits with profit before tax
of #1.5m compared to #1.7m in the previous year.  The small reduction largely
reflects start-up costs associated with Gas Design Consultancy (GDC), a design
business linked very closely to Lawrence; establishing our new company in the
USA; and the Watergrid project start-up costs.

Lawrence:  Turnover reduced to #47.8m compared to the very high level of #63.5m
in 2002.  As anticipated, this reflects a reduction in the value of major gas
pipeline projects carried out for Transco, both on a sole basis and through a
joint arrangement with a Dutch contractor, NACAP.  Profit before tax was #1.4m
compared to #1.1m in 2002.

Gas Design Consultancy: GDC is a design house for gas pipeline projects with
considerable synergies with Lawrence.  Start-up losses during the year amounted
to #0.3m.

Bristol Water Services:  After further investment in business development
activities, the division recorded a breakeven result, compared to a profit of
#0.1m in 2002.

Watergrid: Our contribution to initial development costs, via our 50% interest
in Waternet Ltd, amounted to #0.1m in the year.

Purton Carbons:  We provided against the cost of our investment in this joint
venture in 2000 due to the difficult market conditions it faced. These
conditions continue to prevail. This year our share of profits amounted to
#0.1m.

Treasury

Group net cash inflow from operating activities was #28.5m (2002 - #29.7m), net
cash outflows from investments and servicing of finance totalled #6.4m (2002 -
#5.3m) and net capital expenditure amounted to #16.1m (2002 - #22.9m). Total
cash outflows before management of liquid resources and financing were #1.8m
(2002 - #5.4m).

Net borrowings increased from #61.5m to #64.9m during the year. Net debt in
Bristol Water plc, the regulated water business, at 31 March 2003 was #74.8m and
represented approximately 41% of Regulatory Capital Value.

At the year end, net gearing (net debt/equity) was 73% compared to 72% in 2002.
Net debt and gearing levels are expected to increase during 2003/04 as the level
of capital investment in the regulated business increases.

A major post balance sheet event is the finalisation of a new financing
arrangement for Bristol Water plc.  Prior to the refinancing, we had a
relatively short debt maturity profile and the new structure provides a better
mix and considerably longer maturity profile appropriate to the long term nature
of the assets being financed.  The new facilities provide for the repayment of
#20m of existing bank debt and to finance the ongoing capital expenditure
programme.  #15m of index-linked debt was drawn through the existing Artesian
Finance plc monoline wrapped bond programme arranged by the Royal Bank of
Scotland, previously used by three other water companies.  An equivalent #30m
financing was also drawn on a fixed interest basis through a new bond programme
issued by Artesian Finance II plc.  The facilities extend to 2032 and 2033
respectively.

The new financing is based on a ringfenced structure and some existing lenders
have entered into an intercreditor arrangement to share the ringfencing security
package.  It is expected that all new senior debt will also become part of the
intercreditor arrangement.

The intercreditor structure is governed by two key financial ratio covenants:
debt to regulated asset value and a cash interest cover ratio.  The structure
would enable a substantial increase in gearing of the ringfenced business should
it be concluded that this is appropriate, in which case it is expected that
Ofwat would seek changes, in line with those recently adopted by more highly
geared water companies, to Bristol Water plc's licence of appointment as a water
undertaker.

The group uses interest rate derivatives to manage exposures to fluctuations in
interest rates.  Positions on hedges are deferred and matched to appropriate
underlying transactions.  As part of the refinancing arrangement for Bristol
Water plc, the group has redesignated a #20m interest rate swap, which swaps
variable rate LIBOR to fixed rate.  This was previously matched to the #20m bank
loan now repaid. The redesignation matches it to a #10m variable rate bank loan
and to #10m of variable rate leases.

Net interest charges in the year totalled #4.9m (2002 - #4.2m) and were covered
4.2 times (2002 - 4.5 times).

The net interest charge is expected to increase during 2003/04.  This reflects
the additional net debt resulting from planned capital expenditure for the
regulated business together with an increase in the effective average interest
rate following the refinancing.  The average interest rate is expected to
increase as the Artesian borrowing is subject to long term interest rate margins
and the investment returns on temporary cash surpluses will be lower than
borrowing costs.  We maintain temporary cash surpluses to provide pre-funding
for future capital expenditure and working capital requirements and to provide
financial flexibility.

Strategy/Objectives

The group's strategy is focussed around the regulated water business of Bristol
Water plc, and the development of complementary businesses/activities that build
on this core skill base.

As explained in the Chairman's Statement, during the year we reviewed the
strategic fit of Lawrence within the group and concluded that its contracting
base was inconsistent with this focus.  Accordingly we are considering the
potential sale of Lawrence, together with its sister company GDC.

Monitoring the business

A number of systems are used to monitor the financial and operational
performance of the group including:

* Monthly management accounts and budgetary control
* Monthly key performance indicators
* Ad hoc internal audits of business processes
* Detailed Quality Assurance systems

Outlook

The continued progressive build up of the regulated business's capital
programme, with its consequent additional financing, depreciation and operating
cost implications, together with the relatively low level of increase in charges
under the RPI+K price limits to customers for 2003/04 of 2.7%, including a K
factor of 0%, and a negative K factor of 1.9% in 2004/05, will constrain profits
over the next two years.




GROUP PROFIT AND LOSS ACCOUNT
for the year ended 31 March 2003
                                                                                                   2003            2002
                                                                                                   #000            #000
                                                                                 Note
Turnover including share of joint ventures                                                      120,836         136,015
Less: share of turnover of joint ventures                                                        (8,504)         (6,897)

Group turnover                                                                                  112,332         129,118

Operating costs                                                                     2           (92,087)       (110,252)

Group operating profit                                                                           20,245          18,866

Share of operating profit of joint ventures                                                         164             157

Total operating profit: group and
share of joint ventures                                                                          20,409          19,023

Profit on disposal of tangible fixed assets                                         3               402             753
Profit on disposal of businesses                                                    3               143              23
Net interest payable and similar charges                                                         (4,861)         (4,224)

Profit on ordinary activities
before taxation                                                                                  16,093          15,575
Taxation on profit on ordinary activities                                           4            (6,448)         (3,525)

Profit on ordinary activities after taxation                                                      9,645          12,050
                                                                                                         
Minority shareholders' non-equity interest                                                       (1,094)         (1,094)

Profit attributable to Bristol Water
Holdings plc shareholders                                                                         8,551          10,956

Dividends                                                                           5            (5,230)         (4,965)

Profit retained for the year                                                                      3,321           5,991

Earnings per share -
On average number of ordinary shares in issue                                       6            115.5p          148.7p
On fully diluted basis                                                              6            114.5p          147.5p



All of the turnover and operating costs above relate to continuing operations.




GROUP BALANCE SHEET
at 31 March 2003
                                                                                                2003             2002
                                                                               Note             #000             #000
Fixed assets

Intangible fixed assets                                                                            6               23
Tangible fixed assets                                                             7          185,769          180,770
Investments in joint ventures -
    Share of gross assets                                                                      6,878            6,289
    Share of gross liabilities                                                                (6,477)          (5,957)

    Total                                                                                        401              332

Total fixed assets                                                                           186,176          181,125

Current assets
Stocks                                                                                           683              512
Debtors                                                                                       26,199           21,447
Cash at bank and on deposit                                                       8           19,658           24,513

                                                                                              46,540           46,472

Creditors: amounts falling due within one year
Short term borrowings                                                             8            6,760            3,138
Other creditors                                                                               32,136           33,249

                                                                                              38,896           36,387

Net current assets                                                                             7,644           10,085

Total assets less current liabilities                                                        193,820          191,210

Creditors: amounts falling due after more than one year                           8          (77,771)         (82,825)

Deferred income                                                                               (8,429)          (8,396)

Provisions for liabilities and charges                                            9          (19,189)         (14,926)


Net assets                                                                                    88,431           85,063

Capital and reserves
Called up share capital                                                                        7,404            7,397
Share premium                                                                                  6,080            6,023
Other non-distributable reserves                                                               4,024            4,024
Profit and loss account                                                                       58,423           55,119

Total equity shareholders' funds                                                 10           75,931           72,563
Minority shareholders' non-equity interest                                                    12,500           12,500

                                                                                              88,431           85,063



GROUP CASH FLOW STATEMENT
for the year ended 31 March 2003
                                                                                 Note              2003            2002
                                                                                                   #000            #000

Net cash inflow from operating activities                                       11(a)            28,537          29,671

Dividends received from joint ventures                                                              129               -


Returns on investments and servicing of finance
Interest received                                                                                   903           1,282
Interest paid                                                                                    (4,830)         (4,233)
Interest paid on finance leases                                                                  (1,354)         (1,287)
Dividends paid to minorities                                                                     (1,094)         (1,094)

                                                                                                 (6,375)         (5,332)

Taxation
Corporation tax paid                                                                             (2,978)         (2,183)

Capital expenditure
Purchase of tangible fixed assets                                                               (20,748)        (26,444)
less contributions received                                                                       3,409           2,588
Proceeds from disposal of tangible fixed assets                                                   1,215             957

                                                                                                (16,124)        (22,899)

Acquisitions and disposals
Proceeds on disposal of subsidiary                                                                   93             173
Cash eliminated on disposal of subsidiary                                                             -             (60)
Investment in joint venture                                                                         (80)              -

                                                                                                     13             113

Dividends paid on equity shares                                                                  (5,020)         (4,786)

Cash outflow before management of liquid resources and financing                                 (1,818)         (5,416)

Management of liquid resources
being decrease/(increase) in short term deposits                                                  5,500            (295)

Financing
Issue of shares                                                                                      64             345
New term loans                                                                                       47           5,000
Cash inflow from refinancing assets under new finance leases                                          -           8,159
Capital element of lease repayments                                                              (1,585)         (1,430)
Capital element of loan repayments                                                               (1,563)         (3,223)

                                                                                                 (3,037)          8,851


Increase in cash                                                                                    645           3,140
Cash, beginning of year                                                                           5,513           2,373

Cash, end of year                                                                                 6,158           5,513





SEGMENTAL ANALYSIS
for the year ended 31 March 2003
                                                                                                   2003            2002
                                                                                                   #000            #000
       Turnover -
       Water supply and related activities                                                       69,974          68,013
       Contracting and other services
             Group                                                                               53,146          70,005
             Joint ventures                                                                       8,504           6,897
       Intra-group sales                                                                        (10,788)         (8,900)

       Turnover including share of joint ventures                                               120,836         136,015

       Turnover of #7,186,000 (2002 - #6,023,000) was derived from services provided outside the United Kingdom,
       primarily South East Asia.  The maximum level of prices the principal subsidiary, Bristol Water plc, may levy
       for the majority of water charges is controlled by the Director General of the Office of Water Services.

                                                                                                   2003            2002
                                                                                                   #000            #000
       Operating profit of group and
       share of joint ventures -
       Water supply and related activities                                                       19,361          17,741
       Contracting and other services                                                             1,048           1,282

       Group total                                                                               20,409          19,023

       Profit on ordinary activities
       before taxation -
       Water supply and related activities                                                       14,563          13,903
       Contracting and other services                                                             1,530           1,672

       Group total                                                                               16,093          15,575

       Net assets employed -
       Water supply and related activities                                                       65,534          73,946
       Contracting and other services                                                            22,897          11,117

       Group total                                                                               88,431          85,063

                                                                                                   2003            2002
       Number of employees (average full time equivalents) -
       Water supply and related activities                                                          422             430
       Contracting and other services                                                               396             510

       Group total                                                                                  818             940

       The number of employees for water supply and related activities in 2002 excluded approximately 50 full time
       equivalent former employees of Bristol Water plc, transferred during 2002 to Bristol Wessex Billing Services
       Limited, whose costs were recorded within the payroll costs set out in note 2, during transitional financial
       arrangements and are now included in other operating costs for 2003.




NOTES


1.       BASIS OF PREPARATION AND CIRCULATION

         These preliminary statements do not constitute the statutory accounts for the year ended 31 March 2003. The
         statutory accounts have been reported on by the auditors without qualification but have not yet been
         delivered to the Registrar of Companies. The comparative figures for 2002 have been extracted from the
         accounts of Bristol Water Holdings plc for the year ended 31 March 2002 upon which the auditors' report was
         unqualified and which have been delivered to the Registrar of Companies.

         The Annual Report and Accounts will be posted to shareholders on or before 19 June 2003. Copies will be
         available to the public from the registered office at PO Box 218, Bridgwater Road, Bristol BS99 7AU. The
         Annual General Meeting will be held at The Holiday Inn, Victoria Street, Bristol, on Monday 21 July 2002 at
         11.00 am.




2.       OPERATING COSTS
                                                                                                 2003             2002
                                                                                                 #000             #000

         Net payroll cost                                                                      23,691           26,796
         Other operating expenses                                                              54,109           69,463
         Net depreciation                                                                      14,287           13,993

         Total operating costs                                                                 92,087          110,252



3.       PROFITS ON DISPOSALS
         Profits on disposals comprise the following -
                                                                                                2003             2002
                                                                                                #000             #000

         Profit on disposal of tangible fixed assets                                             402              753

         Profit on disposal of trading division of a subsidiary - Lazer                           20               20
         Engineering.

         The division was sold in 2002. The #20,000 profit in 2003 is the second
         and final instalment under the sale contract

         Profit on disposal of Operational (UK) Ltd                                              123                3
         The company was sold in 2002. The #123,000 profit in 2003 reflects the
         release of warranty reserve of #50,000 and receipt of additional monies
         under the sale agreement

                                                                                                 143               23


         The profit on disposal of tangible fixed assets is mainly from vehicles and property sold by Bristol Water
         plc amounting to #386,000 (2002 - #760,000).





4.       TAXATION ON PROFIT ON ORDINARY ACTIVITIES
         Analysis of the charge for the year -
                                                                                                 2003            2002
                                                                                                 #000            #000
         Current  tax:
         UK Corporation tax at 30% (2002 - 30%)                                                 3,005           4,984
         Advance Corporation Tax written off/(back)                                             1,699          (1,027)
         Adjustment to prior periods                                                           (2,068)         (1,813)

         UK Corporation tax liability                                                           2,636           2,144
         Foreign taxation                                                                          53              89

         Total current tax                                                                      2,689           2,233

         Deferred tax:
         Current year movement                                                                  1,360            (176)
         Adjustment to prior periods                                                            1,204           2,851
         Effect of discounting                                                                  1,195          (1,383)

         Total deferred tax                                                                     3,759           1,292


         Total tax on profit on ordinary activities                                             6,448           3,525


         The adjustments to prior periods mainly relate to the effects of an agreement with the Inland Revenue to
         accelerate certain capital allowances. This has reduced the mainstream Corporation Tax charge, but reduced
         the recovery of Advance Corporation Tax.


5.       DIVIDENDS

                                                                                                2003            2002
                                                                                                #000            #000
         On ordinary (equity) shares -
            Interim dividend paid - 20.8p (2002 - 20.2p)                                       1,543           1,488
            Proposed final dividend - 49.8p (2002 - 47.0p)                                     3,687           3,477

                                                                                               5,230           4,965


         The Board is recommending a final dividend of 49.8 pence per ordinary share to be paid on 1 October 2003 to
         shareholders on the Register as 18 July 2003.




6.       EARNINGS PER SHARE

         Earnings per share have been calculated as follows -
                                                                                                2003             2002
                                                                                                 000              000
         On average number of ordinary shares in issue during the year -
            Earnings attributable to ordinary shares                                          #8,551          #10,956
            Weighted average number of ordinary shares                                         7,402            7,365

         On fully diluted basis -
            Earnings attributable to ordinary shares                                          #8,551          #10,956
            Weighted average number of fully diluted ordinary shares                           7,465            7,426






7.       TANGIBLE FIXED ASSETS

                                                                                                 2003            2002
                                                                                                 #000            #000

         Net book value, beginning of year                                                    180,770         171,554
         Additions                                                                             23,783          26,264
         Disposals                                                                              (813)            (201)
         Contributions                                                                        (3,409)          (2,588)
         Depreciation                                                                        (14,562)         (14,259)

         Net book value, end of period                                                        185,769         180,770



8.       NET BORROWINGS

                                                                                                 2003            2002
                                                                                                 #000            #000

         Cash and short term deposits                                                          19,658          24,513
         Debt due within one year                                                             (6,760)          (3,138)
         Debt due after one year                                                             (77,771)         (82,825)

         Net borrowings                                                                      (64,873)         (61,450)



9.       PROVISION FOR LIABILITIES AND CHARGES

                                                                                                 2003            2002
                                                                                                 #000            #000
         Deferred Taxation

         Analysis of deferred taxation liability -

         Accelerated capital allowances and capital element
           of finance leases                                                                   35,173          32,840
         Deferred income                                                                      (2,529)          (2,519)
         Short term timing differences                                                          (456)            (698)
         Unrelieved Advanced Corporation Tax                                                        -            (504)

                                                                                               32,188          29,119
         Effect of discounting                                                               (12,999)         (14,193)

         Net provision for Deferred Taxation                                                   19,189          14,926





10       MOVEMENT IN SHAREHOLDERS' FUNDS

                                                                                                 2003            2002
                                                                                                 #000            #000

         Beginning of the year                                                                 72,563          66,227
         Issue of new shares                                                                       64             345
         Profit for the year                                                                    8,551          10,956
         Dividends                                                                            (5,230)          (4,965)
         Foreign currency translation difference                                                 (17)               -

         End of year                                                                           75,931          72,563


         The share capital of the company at 31 March 2003 comprised 7,262,987 ordinary shares and 141,430 non-voting
         ordinary shares.


11.      ADDITIONAL CASHFLOW INFORMATION

         (a)   Reconciliation of operating profit to net cash inflow from operating activities -

                                                                                                2003             2002
                                                                                                #000             #000

               Operating profit                                                               20,245           18,866
               Depreciation and amortisation                                                  14,287           13,993

               Cash flow from operations                                                      34,532           32,859

               Working capital movements -
               Stocks                                                                          (171)              146
               Debtors                                                                       (4,775)           (6,660)
               Creditors                                                                     (1,049)            3,639
               Provisions                                                                          -             (313)

               Net cash inflow from operating activities                                      28,537           29,671


         (b)   Reconciliation of net cash flow to movement in net borrowings -
                                                                                                2003             2002
                                                                                                #000             #000

               Increase in cash in year                                                          645            3,140
               Cash used to repay leases                                                       1,585            1,430
               Cash used to repay loans                                                        1,563            3,223
               Cash from new borrowings                                                         (47)          (13,159)
               Cash from (decrease)/increase in liquid resources                             (5,500)              295

               Increase in net borrowings resulting from cash flows                          (1,754)           (5,071)
               New loans not affecting cash flow*                                            (1,669)           (1,731)
               Net borrowings, beginning of year                                            (61,450)          (54,648)

               Net borrowings, end of year                                                  (64,873)          (61,450)


               * Represents deferred payment terms for capital expenditure relating to the joint billing arrangements
               established with Wessex Water


12.    PENSIONS

       These accounts are prepared on a SSAP 24 basis. An analysis of the group's pension assets and liabilities under
       FRS 17 is set out below:


                                                                                                   2003            2002
                                                                                                   #000            #000

       Market value of assets                                                                    78,239         103,208
       Present value of liabilities                                                             (99,250)        (88,831)
       (Deficit)/surplus                                                                        (21,011)         14,377
       Deferred taxation                                                                          6,253          (4,313)

       Net pension (liability)/asset under FRS 17                                               (14,758)         10,064



13.    POST BALANCE SHEET EVENTS

       During May 2003, Bristol Water plc entered into a new financing structure.  Details are set out in the Operating
       and Financial Review.




                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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