CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER 3/2000

AUDITOR'S REPORT ON REVIEW OF INTERIM FINANCIAL STATEMENTS To the Shareholders and the Board of Directors of Siam Makro Public Company Limited I have reviewed the accompanying consolidated and company balance sheets of Siam Makro Public Company Limited as at 30 September 2000, and the related consolidated and company statements of income for the three-month and nine-month periods ended 30 September 2000 and 1999, the related consolidated and company statements of changes in shareholders' equity, retained earnings and cash flows for the nine- month period ended 30 September 2000 and 1999. These financial statements are the responsibility of the Company's management. My responsibility is to issue a report on these financial statements based on my review. I conducted my review in accordance with the auditing standard applicable to review engagements. This standard requires that I plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. I have not performed an audit, and, accordingly, I do not express an audit opinion. Based on my review, nothing has come to my attention that causes me to believe that the consolidated and company financial statements referred to above are not presented fairly, in all material respects, in accordance with generally accepted accounting principles. As explained in Note 1 to the interim consolidated and company financial statements, in the third quarter ended 30 September 1999, the Group has changed its accounting policy in respect of capitalisation of certain intangible assets including Deferred development rights and Pre-operating and start-up expenses. The Group has accounted for this change retrospectively by adjustment to the opening balance of retained earnings as at 1 January 1999. I have audited the consolidated and company financial statements for the year ended 31 December 1999 of Siam Makro Public Company Limited in accordance with generally accepted auditing standards and expressed an unqualified opinion on those statements in my report dated 28 January 2000. The consolidated and company balance sheets as at 31 December 1999, presented for comparative purpose, are components of the audited financial statements which I have audited and issued a report thereon as stated above, and I have not performed any other auditing procedures subsequent to the date of that report. PRASAN CHUAPHANICH Certified Public Accountant (Thailand) No. 3051 PricewaterhouseCoopers ABAS Limited Bangkok 27 October 2000 Siam Makro Public Company Limited Balance Sheets As at 30 September 2000 and 31 December 1999 Consolidated Company Notes Unaudited Audited Unaudited Audited 30 September 31 December 30 September 31 December 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 ASSETS Current Assets Cash on hand and at banks 1,855,031 3,102,405 1,783,566 3,016,733 Short-term investments 1,881,429 892,000 1,801,429 870,000 Trade accounts receivable, net 4,480 4,055 64 424 Amounts due from subsidiaries and affiliated companies 7 65 121 15,661 161,239 Short-term loans to subsidiaries 7 - - 104,600 86,200 Inventories, net 2,405,948 2,771,159 2,199,336 2,565,046 Other current assets VAT receivable 15,203 22,452 - - Purchase discount receivable 182,402 159,549 155,000 138,000 Prepayment 27,265 4,990 21,247 2,229 Other 55,185 26,255 48,467 23,430 Total Current Assets 6,427,008 6,982,986 6,129,370 6,863,301 Non-Current Assets Investments in subsidiaries 7 - - 1,869,139 1,542,948 Loan to a subsidiary 7 - - 1,111,400 1,126,400 Property, plant and equipment, net 5 9,409,475 8,979,058 6,114,220 5,782,222 Deposits 7 42,553 39,095 291,543 291,291 Total Non-Current Assets 9,452,028 9,018,153 9,386,302 8,742,861 Total Assets 15,879,036 16,001,139 15,515,672 15,606,162 Director Director The notes to the interim consolidated and company financial statements on pages 10 to 18 are an integral part of these interim financial statements. Siam Makro Public Company Limited Balance Sheets As at 30 September 2000 and 31 December 1999 Consolidated Company Notes Unaudited Audited Unaudited Audited 30 September 31 December 30 September 31 December 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Trade accounts payable 6,397,448 6,940,169 6,131,712 6,677,559 Amounts due to subsidiaries and affiliated companies 7 41,942 77,897 38,535 72,937 Other current liabilities Non-trade accounts payable 450,901 328,337 423,634 291,927 Current tax liabilities 88,417 295,017 77,265 248,103 Accrued expenses 275,183 205,882 245,629 182,016 VAT payable 86,875 36,998 84,422 36,998 Other 67,455 81,845 59,860 75,377 Total Current Liabilities 7,408,221 7,966,145 7,061,057 7,584,917 Non-Current Liabilities Provision for retirement indemnity 200,053 177,657 184,261 164,259 Other liabilities 408 351 - - Total Non-Current Liabilities 200,461 178,008 184,261 164,259 Total Liabilities 7,608,682 8,144,153 7,245,318 7,749,176 Shareholders' Equity Share capital 6 Authorised share capital 2,400,000 2,400,000 2,400,000 2,400,000 Issued and paid-up share capital 2,400,000 2,400,000 2,400,000 2,400,000 Premium on share capital 3,290,152 3,290,152 3,290,152 3,290,152 Retained earnings Appropriated Legal reserve 192,500 192,500 192,500 192,500 Unappropriated 2,387,702 1,974,334 2,387,702 1,974,334 Total Shareholders' Equity 8,270,354 7,856,986 8,270,354 7,856,986 Total Liabilities and Shareholders' Equity 15,879,036 16,001,139 15,515,672 15,606,162 The notes to the interim consolidated and company financial statements on pages 10 to 18 are an integral part of these interim financial statements. Siam Makro Public Company Limited Statements of Income For the three-month period ended 30 September 2000 and 1999 Consolidated Company Notes Unaudited Unaudited 30 September 30 September 30 September 30 September 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Revenues Sales 9,637,459 9,198,434 9,119,469 8,735,718 Other operating income Interest income 13,073 18,278 30,303 35,984 Services income 220,360 176,487 209,121 173,050 Other 55,044 44,834 67,573 52,677 Total Revenues 9,925,936 9,438,033 9,426,466 8,997,429 Expenses Cost of sales 8,829,700 8,521,963 8,427,840 8,158,092 Selling and administrative expenses 764,790 698,331 727,652 677,062 Impairment charge relating to property 3 - - - - Interest expenses 41 3 - 1 Directors' remuneration 840 360 840 360 Total Expenses 9,595,371 9,220,657 9,156,332 8,835,515 Operating profit 330,565 217,376 270,134 161,914 Income tax (94,734) (70,917) (77,652) (55,500) Profit from ordinary activities 235,831 146,459 192,482 106,414 Share of profit from subsidiaries, net of income tax - - 43,349 40,045 Net profit for the period 235,831 146,459 235,831 146,459 Basic earnings per share (Baht) 4 Net profit before impairment charge relating to property 0.98 0.61 0.98 0.61 Net profit for the period 0.98 0.61 0.98 0.61 The notes to the interim consolidated and company financial statements on pages 10 to 18 are an integral part of these interim financial statements. Siam Makro Public Company Limited Statements of Income For the nine-month period ended 30 September 2000 and 1999 Consolidated Company Notes Unaudited Unaudited 30 September 30 September 30 September 30 September 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Revenues Sales 27,627,252 25,148,643 26,121,756 23,840,031 Other operating income Interest income 42,052 75,415 92,776 129,284 Services income 569,895 436,544 554,553 425,465 Other 163,721 122,166 185,480 146,516 Total Revenues 28,402,920 25,782,768 26,954,565 24,541,296 Expenses Cost of sales 25,174,553 23,090,692 24,007,710 22,050,301 Selling and administrative expenses 2,213,312 1,981,124 2,108,642 1,934,269 Impairment charge relating to property 3 - 164,909 - - Interest expenses 41 5,309 - 5,307 Directors' remuneration 2,504 1,080 2,504 1,080 Total Expenses 27,390,410 25,243,114 26,118,856 23,990,957 Operating profit 1,012,510 539,654 835,709 550,339 Income tax (299,142) (219,697) (248,532) (174,069) Profit from ordinary activities 713,368 319,957 587,177 376,270 Share of profit (loss) from subsidiaries, net of income tax - - 126,191 (56,313) Net profit for the period 713,368 319,957 713,368 319,957 Basic earnings per share (Baht) 4 Net profit before impairment charge relating to property 2.97 2.02 2.97 2.02 Net profit for the period 2.97 1.33 2.97 1.33 The notes to the interim consolidated and company financial statements on pages 10 to 18 are an integral part of these interim financial statements. Siam Makro Public Company Limited Statements of Changes in Shareholders' Equity For the nine-month period ended 30 September 2000 and 1999 Consolidated Company Notes Unaudited Unaudited 30 September 30 September 30 September 30 September 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Share Capital Common share Beginning balance 2,400,000 2,400,000 2,400,000 2,400,000 Increase during the period - - - - Decrease during the period - - - - Ending balance 2,400,000 2,400,000 2,400,000 2,400,000 Premium on Share Capital Beginning balance 3,290,152 3,290,152 3,290,152 3,290,152 Increase during the period - - - - Decrease during the period - - - - Ending balance 3,290,152 3,290,152 3,290,152 3,290,152 Appropriated retained earnings Legal reserve Beginning balance 192,500 163,947 192,500 163,947 Increase during the period - - - - Decrease during the period - - - - Ending balance 192,500 163,947 192,500 163,947 Unappropriated retained earnings Beginning balance - as previously reported 1,974,334 1,825,576 1,974,334 1,825,576 - adjustment resulting from change in accounting policy with respect to the capitalisation of deferred development right and pre-opening and start-up expenses 10 - (189,752) - (189,752) - as restated 1,974,334 1,635,824 1,974,334 1,635,824 Dividend paid 9 (300,000) (204,000) (300,000) (204,000) Net profit for the period 713,368 319,957 713,368 319,957 Ending balance 2,387,702 1,751,781 2,387,702 1,751,781 Total shareholders' equity 8,270,354 7,605,880 8,270,354 7,605,880 The notes to the interim consolidated and company financial statements on pages 10 to 18 are an integral part of these interim financial statements. Siam Makro Public Company Limited Statements of Retained Earnings For the nine-month period ended 30 September 2000 and 1999 Consolidated Company Notes Unaudited Unaudited 30 September 30 September 30 September 30 September 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Appropriated retained earnings Legal reserve 192,500 163,947 192,500 163,947 Unappropriated retained earnings Beginning balance - as previously reported 1,974,334 1,825,576 1,974,334 1,825,576 - adjustment resulting from change in accounting policy with respect to the capitalisation of deferred development right and pre-opening and start-up expenses 10 - (189,752) - (189,752) - as restated 1,974,334 1,635,824 1,974,334 1,635,824 Dividend paid 9 (300,000) (204,000) (300,000) (204,000) Net profit for the period 713,368 319,957 713,368 319,957 Ending balance 2,387,702 1,751,781 2,387,702 1,751,781 Retained earnings at the end of the period 2,580,202 1,915,728 2,580,202 1,915,728 The notes to the interim consolidated and company financial statements on pages 10 to 18 are an integral part of these interim financial statements. Siam Makro Public Company Limited Statements of Cash Flows For the nine-month period ended 30 September 2000 and 1999 Consolidated Company Unaudited Unaudited Note 30 September 30 September 30 September 30 September 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Cash flows from operating activities: Net profit 713,368 319,957 713,368 319,957 Adjustments for: Depreciation 544,907 524,247 467,545 465,431 Impairment charge relating to property - 164,909 - - Gain on disposal of equipment (1,018) (1,902) (1,020) (1,902) Share of (profit)loss from subsidiaries, net of income tax - - (126,191) 56,313 Allowance for doubtful accounts- accounts receivable, other - 1,956 - 1,606 Provision for obsolete and shrinkage inventories 38,329 19,973 32,117 18,824 Provision for warranty claim 57 11 - - Provision for retirement indemnity 22,395 21,204 20,002 18,235 Amortization of deferred hedging cost - 2,939 - 2,939 Provision for fixed assets written off (9,802) - (9,802) - Changes in operating assets and liabilities: Trade accounts receivable (425) 1,052 359 737 Amounts due from subsidiaries and affiliated companies 57 333 145,579 4,636 Inventories 326,882 85,391 333,594 72,432 VAT receivable 7,249 10,668 - - Purchase discount receivable (22,853) (32,263) (17,000) (29,674) Prepayment (22,275) (11,754) (19,018) (9,669) Other current assets (26,748) (15,664) (22,854) (12,896) Trade accounts payable (544,903) 83,678 (548,030) 81,390 Amounts due to subsidiaries and affiliated companies (35,955) (17,455) (34,402) (14,942) Non-trade accounts payable 122,564 (186,195) 131,706 (189,624) Current tax liabilities (206,600) (39,206) (170,838) (33,782) Accrued expenses 69,301 17,770 63,613 11,058 VAT payable 49,876 20,382 47,424 20,382 Other current liabilities (14,389) 4,999 (15,517) 4,280 Net cash received from operating activities 1,010,017 975,030 990,635 785,731 The notes to the interim consolidated and company financial statements on pages 10 to 18 are an integral part of these interim financial statements. Siam Makro Public Company Limited Statements of Cash Flows (Continued) For the nine-month period ended 30 September 2000 and 1999 Consolidated Company Unaudited Unaudited Note 30 September 30 September 30 September 30 September 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Cash flows from investing activities: Acquisition of property, plant and equipment (965,988) (635,417) (790,207) (563,897) Proceeds from disposals of equipment 1,484 9,125 1,486 9,125 Investment in subsidiaries - - (200,000) - Net repayments from (loans made to) subsidiaries - - (3,400) 91,700 Deposits paid (3,458) (6,386) (252) (3,023) Net cash used in investing activities (967,962) (632,678) (992,373) (466,095) Cash flows from financing activities: Payment on forward exchange contract payable - (72,886) - (72,886) Dividend paid 9 (300,000) (204,000) (300,000) (204,000) Payment on long-term loan from bank - (553,350) - (553,350) Deferred hedging cost - (2,939) - (2,939) Net cash used in financing activities (300,000) (833,175) (300,000) (833,175) (more)