Annual Report
and Accounts 2003 Founded in 1934, William Hill is one of the leading providers
of fixed odds bookmaking services, offering odds and taking
bets on a wide range of sporting and other events, as well as
offering Amusement With Prizes machines and Fixed Odds
Betting Terminals in licensed betting offices and operating 
online casinos and greyhound stadia. It is a market leader in
all major betting channels in the UK with an established
international presence through its online business.  Internet Betting
Racing/Sports: www.williamhill.co.uk
Mobile Internet: www.williamhill.co.uk/wap/
On-line Casino: www.williamhillcasino.com
On-line Poker: www.williamhillpoker.com
Telephone Betting
Debit: 0800 44 40 40
Credit: 0800 289 892
Retail Betting
Nearly 1600 shops throughout the UK
Customer Helpline: 0875 18 17 15
Corporate Website
www.williamhillplc.co.uk
Record date for final dividend – 7 May, 2004
Annual General Meeting – 17 May, 2004
Payment date for final dividend – 3 June, 2004
Date of announcement of interim results – 6 September, 2004
Payment date of interim dividend – 2 December, 2004
Key dates 1
Page
Financial Highlights 2
Chairman’s Statement 3
Chief Executive’s Review 4
Operating and Financial Review 7
Board of Directors 11
Professional Advisers 12
Directors’ Report 13
Directors’ Remuneration Report 15
Statement on Corporate Governance 20
Corporate Social Responsibility Statement 24
Statement of Directors’ Responsibilities 25
Independent Auditors’ Report 26
Financial Statements 28
Glossary 64
Notice of Annual General Meeting 65
Key Dates 69
Contents 2
William Hill PLC Annual Report & Accounts 2003
Financial Highlights
Turnover up 77% to £5,945.8m (2002 – £3,365.3m) and gross win up 24% to £654.3m (2002 – £527 .7m)
Excellent rates of growth in gross win and operating profit in all three channels – retail, telephone and
interactive
Profit on ordinary activities before finance charges and taxation up 43% to £201.7m 
(2002 – £141.4m before exceptional costs)
Profit on ordinary activities after tax up 114% to £125.6m (2002 – £58.6m before exceptional costs)
Basic earnings per share up 78% to 30.0 pence (2002 – 16.9 pence before exceptional costs)
Interim dividend of 3.5 pence per share and proposed final dividend of 9.0 pence per share (payable on
3 June 2004) giving a total dividend up 44% to 12.5 pence per share (2002 – 8.7 pence per share)
As part of an ongoing review of the options for returning surplus capital to shareholders in the most
efficient manner, it is proposed to seek authority from shareholders at the forthcoming Annual General
Meeting to repurchase up to 10% of the issued share capital
Encouraging start to the current trading year with Group gross win up 17% in the eight weeks ended
24 February 2004 over the corresponding period (which did not benefit materially from FOBTs), and 
double digit growth in gross win in all channels All three channels generated higher profits
with growth in the interactive channel and via
self service fixed odds betting terminals
(FOBTs) in licenced betting offices (LBOs)
exceeding the more than satisfactory levels of
growth achieved in the telephone channel and
the over the counter business in LBOs.
The continuing strength of FOBT business owes
much to the landmark decision by the Gaming
Board of Great Britain to withdraw from its
planned legal challenge to these betting
terminals in favour of an agreed Code of
Conduct regarding their deployment and
operation. 
This was obviously a welcome move and bodes
well for our future relationship with
government and any future industry regulator .
It shows how, with constructive dialogue, the
right balance between free market policies and
socially responsible product innovation can be
achieved to the benefit of all in a commercial
gambling environment.
We still believe that our future will be shaped
by the ongoing process of regulatory
modernisation. However, the timing and
substance of any Gambling Bill remain subject
to parliamentary scrutiny and due process.
Whilst we seek to both influence and anticipate
the outcome of this process, we will continue to
focus on organic growth opportunities, and
keep an open mind about our potential to
participate in any industry consolidation or
convergence through acquisition.
Our strong financial performance since the
Group’s flotation in June 2002 has allowed us to
create significant value for our shareholders
and pay down debt. Consistent with our stated
intention of returning value to shareholders, we
propose to raise the total dividend by 44% to
12.5 pence per share, and to seek authority
from shareholders at the forthcoming Annual
General Meeting to buy back up to 10% of the
issued share capital.
The current year has got off to an encouraging
start.
In the eight weeks ended 24 February 2004, the
Group’s gross win was up 1 7% against the
corresponding period with all three channels
achieving double digit rates of growth. Roughly
half of the total increase is attributable to the
net movement in gross win derived from FOBTs
and AWPs. The FOBT roll out accelerated from
April 2003 and will become less of a factor in
driving gross win growth later this year . 
The Group’s operating expenses were up 13%
over the corresponding period primarily as a
result of normal inflationary pressures across
the Group, and within the retail business
higher staff costs consistent with the strategy of
extended trading in the LBOs.
Each of the three channels is well positioned
relative to the competition and has a clear
strategy designed to deliver sustainable profit
growth in the current year .
I would like to take this opportunity on behalf
of the Board and shareholders to thank all our
staff for their continuing contribution to the
Group’s success.
Furthermore, I cannot complete this, my first
statement as Chairman of William Hill, without
paying tribute to my predecessor . John Brown
was with the Group for 44 years, famously
rising from tea boy to Chairman, and has been
the inspiration for many of the innovations in
both the Group and betting industry over many
years. That he will be sorely missed is without
doubt. However, he has handed over the reins
with the Group in exceptionally good shape,
and we face the future with justifiable
confidence.
Charles Scott
Chairman
3
Chairman’s Statement
Group profit on ordinary
activities before finance
charges, tax and
exceptional costs was
£201.7m, an increase of
43% on last year, and our
fourth successive year of
double digit profit growth. Importantly, the business is now very broadly
based, having benefited from channel, product
and market diversification in recent years.
This is perhaps best illustrated by the growth in
remote channels, which has been achieved
without cannibalisation of the high street retail
business. In 2000, only 1 4% of the Group’s
gross win and less than 1 1% of Group
operating profit derived from these channels. In
2003, 22% of gross win and 30% of operating
profit came from the remote telephone and
interactive businesses in which William Hill
enjoys a very strong market position.
Notwithstanding the success of our telephone
and interactive businesses, the most significant
event to impact this year’s performance was the
accelerated rollout of fixed odds betting
terminals (FOBTs) into the retail estate. These
self service terminals give customers access to
a variety of numbers betting products. 
The Gaming Board of Great Britain (GBGB)
initially challenged the legality of these
terminals, claiming that they believed them to
be gaming machines. After extensive
discussions, the GBGB and the Department of
Culture, Media and Sport (DCMS) have
determined that, with the signing of a Code of
Conduct governing the deployment of these
terminals, it is no longer in the public interest
to pursue the legal challenge.
We naturally welcome this agreement and
believe it paves the way for a constructive
working relationship, based extensively on self-
regulatory codes of conduct, with the future
Gambling Commission.
Retail
Turnover was £4,751.8m (up 93%) due to the
roll out of FOBTs, that generate significant 
4
William Hill PLC Annual Report & Accounts 2003
Chief Executive’s Review
Each of our three channels has made strong progress in developing its business over
the year and is well placed to meet the regulatory and competitive challenges ahead.
turnover albeit at low margin, and growth in
the traditional over the counter business.
Gross win from FOBTs and Amusement With
Prizes machines (AWPs) was £100.5m, up
£59.0m, due to the aggressive roll out of FOBTs
from April 2003 and despite the loss of some
£8.1m of income from AWPs. Some of the
growth in this income will also represent
substitution from traditional over the counter
business albeit not capable of separate
quantification. Notwithstanding this
substitution effect, gross win on traditional over
the counter business grew by 7 .4% to £405.1m,
driven by a combination of extended opening
hours, product innovation and estate
development.
At the end of the year we had 3239 FOBTs
deployed across the estate, and 2454 AWPs,
giving an average density of 3.6 FOBTs/AWPs
per licensed betting office (LBO). The average
number of FOBTs through the year was 2,400
and for AWPs was 2,700, and the average
profitability (after all rental and revenue share
costs) for FOBTs was £380 per terminal per
week.
Horse racing gross win grew in absolute terms
for the first time in four years, and the share
represented by bets on greyhound racing
remained steady at 21% of total gross win.
Virtual racing (horseracing and greyhounds)
products grew significantly following their
introduction in May 2002. Gross win on football
business was flat excluding the impact of the
World Cup in 2002. 
We finished the year with 1,586 LBOs, a net
increase of seven units over the year . During
the year, we opened 13 new LBOs, resited 28
shops to improved locations and extended a
further 14 units. The average shop size of all of
these developments was considerably above
the estate average, with over 1000 square feet
of customer area (estate average c.600 square
feet). A further 70 shops benefited from more
minor facelift improvements.
Costs incurred by the retail channel increased
by £21.6m (10%) compared to the
corresponding period driven by a combination
of increased activity, such as extended trading
and the increase in the number of betting
opportunities, and normal inflationary pressure.
Of the total increase, £10.3m related to
increases in staff costs, of which £4.4m related
to the costs associated with extended opening,
£3.2m reflected inflation-related pay increases,
and £2.5m related to management bonuses.
A further £5.7m related to increases in property
costs, including £2.2m for the installation of
FOBTs. Machine rentals (for FOBTs and AWPs)
and the cost of the related communications
network increased by £2.5m. The cost of
pictures and audio supplied by SIS increased by
£1.7m as a consequence of the new agreement
reached in May 2002 and the additional
horseracing and other products provided during
the year .
Work continued throughout the year on
defining our requirements for an electronic bet
capture and settlement (EPOS) till system and
for replacement of text systems that deliver
audio-visual information to customers in LBOs.
We fully expect to be in a position to award key
contracts in support of these programmes
during the first half of 2004. Based on our work
to date, we expect our technology programme
to cost £40m to £50m over the next three years,
and to result in operating costs of £3m in 2004. 5
Telephone
Telephone is our most mature channel, and is
also the business that faces most competition,
from a combination of increased call centre
capacity amongst traditional competitors, but
also from new entrants, including betting
exchanges, into remote gambling. 
Against this background an 1 1% increase in
gross win to £56.5m is a very creditable
achievement. Growth in football gross win has
been strong with the most significant new
product contributing to this increase being
“betting in running” on major televised football
events.
Horseracing is still the main sport for betting
via the telephone, and our continuing
dominance of this channel reflects the strength
of our brand amongst more sophisticated,
higher staking racing clientele.
Tight cost control meant that all of this increase
dropped through to the bottom line and the
division generated operating profit of £22.2m
(up 28%). 
Interactive
The interactive channel includes our online
sportsbook and arcade, casino and poker sites,
and wireless Internet (WAP) and interactive
television businesses.
Gross win from these operations grew by 55%
to £84.9m. The fixed cost nature of this
business meant that a high proportion of the
increase fed through to the bottom line and
operating profit increased 81% to £37 .1m.
In the early part of the year, the sportsbook and
arcade business was relatively flat as we
shifted our marketing focus from the Far East to
selected European markets, and as the first half
of 2002 included the World Cup. During the
second half of the year, this part of the business
generated significant gross win growth as new
markets were penetrated and new arcade
games proved popular with customers.
The change in market focus has also resulted in
a change to the underlying sports products.
Football, which was by far the dominant
product in the Far East, now represents only
31% of channel gross win, and the increase in
UK business has resulted in growth in horse
racing, now 36% of channel gross win.
Different overseas markets demonstrate
different propensities to bet on other sports
which is why 19% of online gross win is from
non core sports, significantly more than either
telephone or retail. The progressive launch of
four arcade products throughout the year
helped numbers betting to grow to 7% of
channel gross win. 
The online casino benefited from the
introduction in January 2003 of person to
person poker and later in the year dedicated
language sites which significantly boosted
growth. Despite very significant competition
(estimates range from 1400 to over 3000 online
gaming sites), the evidence is that customers
prefer to conduct their online business with the
strongest brand names, so we remain confident
of our ability to retain market share.
Mobile Internet and interactive television
continue to be small parts of this business.
Both are to some extent constrained by the
immaturity of the underlying technology, and
also by the aspirations of service providers.
During 2004, we expect some relaxation in
these factors and anticipate that these elements
of our interactive offering will grow at a faster
rate.
Costs increased by £8.4m (39%) as the
businesses promoted its enhanced offering and
provided incentives to customers that in turn
led to growth in gross win. Marketing and
promotional costs increased by £4.4m and the
costs of managing and processing client funds
increased by £2.6m. 
The majority of income was earned from UK
domiciled clients, a situation which was
exacerbated by the rapid slow down in
revenues from Far Eastern markets following
the outlawing of internet gambling by Hong
Kong and subsequent banning of gambling
transactions by many credit card issuers.
Protectionism is also rife in some European
markets, notably Holland, Germany and Italy. In
the wake of the Gambelli decision in the
European Court of Justice, we are strongly
lobbying the European Commission to ensure
enforcement of unrestricted cross border
trading. We have voluntarily stopped taking
sportsbook bets from these jurisdictions, just as
we do not accept sportsbook bets from US
domiciled customers. We remain of the view
that we are operating legally in the UK and that
the responsibility for complying with other
countries’ laws rests with the customer . We will
continue to make country specific judgements
regarding accepting online business balancing
the size of the opportunity against the potential
costs associated with defending our position.
Licensed Betting Offices Telephone Interactive
(10)
0
£m
9.2
20.5
(7 .7)
16.5
35.4
54.9 
90
80
70
60
50
40
30
20
10
37 .1
84.9 
2000 2001 2002 2003
Gross win
Trading profit  
£m
82.2 93.2
111.9
384.1
416.7 418.9
Gross win
Trading profit  
0
600
500
400
300
200
100
152.4
505.6
2000 2001 2002 2003
£m
16.4
15.6
50.9
17 .3
48.0 47 .7
Gross win
Trading profit  
0
10
20
30
40
50
60
56.5
22.2
2000 2001 2002 2003 Cost of content
The commercial arrangement with the British
Horseracing Board (BHB) for the use of data
came into force in 2002 and is mirrored in the
horseracing levy. Due to uncertainty
surrounding the future governance of British
horse racing given the ongoing Office of Fair
T rading (OFT) review, the government has
announced that the levy will continue for at
least one more year until September 2006. We
do not anticipate any attempt to increase the
cost of data during this period.
The betting industry has commercial
arrangements in place with all 59 British race
tracks for the provision of horse racing pictures
in LBOs. 49 of these tracks have a contract in
place until December 2004. The industry is in
active individual negotiations with a number of
these tracks with a view to agreeing a new
arrangement. T o date, a number of new
contracts have been signed resulting in some
two-thirds of the current fixture list being
covered until at least the end of 2007 . The new
contracts place greater emphasis on the
provision of betting friendly racing. We are
therefore confident of our ability to continue to
provide coverage of horse racing without
material cost increases.
Our agreement with the football leagues for
football betting runs for LBOs until the end of
the 2005/6 season, and for remote channels
until the end of the 2003/4 season. Any attempt
to increase payments to the football leagues
beyond normal economics will of course be
strongly contested, and we do not anticipate
material increases.
The betting industry, via Bookmakers’
Afternoon Greyhound Services Limited, has
agreements in place for afternoon greyhound
meetings (that comprises 95% of bets taken on
greyhound racing) through to December 2005.
Whilst there remains some pressure for an
increase in the voluntary levy for the
greyhound industry, we do not anticipate a
major increase in our overall costs.
Competition issues
The OFT continues its “root and branch” review
of the rules of racing. With the exception of an
investigation into the compilation and
dissemination of computer forecast formulae,
the focus of the OFT is not on bookmakers. As
regards the investigation into forecast
formulae, the Association of British
Bookmakers (ABB) is responding fully with
ongoing investigations and we do not envisage
any outcomes materially detrimental to the
Group.
On the high street, we continue to compete
with the other large national multiples, as well
as with various smaller local independents.
There has been some evidence of an increase in
competition for new licences as some
magistrates have relaxed their interpretation of
the ‘demand criteria’ in anticipation of
regulatory modernisation. However, we
continue to enjoy success in contesting
applications for new licences by competitors,
and to win new licences ourselves.
In our telephone and interactive businesses we
face a range of competition from traditional
domestic fixed odds bookmakers, global online
gaming providers, and providers of niche
betting services such as spread betting and
betting exchanges. Whilst it is impossible to
measure accurately market share in these
businesses, the level of growth we have
experienced, despite such competition, gives us
confidence that we are more than holding our
own.
Regarding exchanges, we are disappointed that
neither DCMS nor Customs & Excise have
changed their stance regarding the licensing
and taxing of layers, but we continue to lobby
and are hopeful that the current process of pre-
legislative scrutiny in connection with the draft
Gambling Bill will result in a more constructive
indication of future government policy in this
area.
Regulatory development
Clauses of the draft Gambling Bill are currently
being reviewed by the all party scrutiny
committee under the chairmanship of John
Greenway. We continue to lobby as regards the
timing and content of this legislation.
Business development
We have now fully integrated our two
greyhound stadia, Sunderland and Brough
Park, and are very pleased with the
performance of both. Between them they
contributed £1.6m to trading profit, despite the
latter only being under Group ownership since
March 2003.
We have also fully integrated the H&K LBO
chain, which is also delivering profitable
growth in line with our aspirations at the time
of its acquisition. We remain interested in
acquiring LBOs that meet our strict return on
investment targets.
We keep an open mind as to the potential for
horizontal diversification into other forms of
gambling, or further vertical integration, and
continue to evaluate opportunities as they arise.
Share buy back
We are committed to maintaining the efficiency
of the Group’s balance sheet, and to maximising
value creation for shareholders. Accordingly, we
maintain under constant review our options for
returning surplus capital to shareholders in the
most efficient manner . In this context, the
Group intends to seek authority from
shareholders at the forthcoming Annual
General Meeting to buy back up to 10% of the
issued share capital. 
6
William Hill PLC Annual Report & Accounts 2003 7
The Group’s strategy
remains unaltered from
the time of its flotation,
with a strong focus on
delivering sustainable
profit growth and
returning value to
shareholders
The business, its objectives and
strategy
The Group delivers its betting products to
customers through three principal channels:
• Retail comprises a nationwide network of
1586 outlets, making William Hill the second
largest operator of LBOs in the UK. The LBO
estate is of high quality reflecting sustained
investment and approximately 45% of units
are located in London and the South-East.
The scale of the network gives William Hill a
significant competitive advantage in terms of
brand recognition and allows central costs to
be spread across a large estate.
• Telephone betting, in which the directors
believe William Hill is the market leader,
operates approximately 570 telephone bet
capture positions at call centres in Leeds and
Sheffield. As at 30 December 2003, the
business had over 171,000 active accounts
(31 December 2002 – 164,000).
• Interactive betting comprises a profitable
and growing online sportsbook including
arcade games (www.williamhill.co.uk), an
online casino (www.williamhillcasino.com),
and an online poker site
(www.williamhillpoker .com). The Group
accepted its first bet via the Internet in 1998
since when its sportsbook and casino have
experienced significant growth in the UK
and internationally, attracting customers
from over 150 countries. The offering was
enhanced by the introduction of arcade
games in 2002 and the launch of a dedicated
poker site in January 2003. In Autumn 2003,
the Group took in-house a number of back
office functions previously outsourced to its
existing supplier of casino software
Cryptologic Inc. It also introduced Boss
Media AB as a second supplier of casino
software, launched a Euro denominated
casino and started to offer an integrated
sportsbook and casino account to customers.
As at 30 December 2003, the interactive
business had over 247 ,000 active accounts
(31 December 2002 – 173,000). 
• The Group also operates two greyhound
stadia situated in the North-East.
Operating and Financial Review 8
William Hill PLC Annual Report & Accounts 2003
William Hill continues to pursue a strategy
aimed at delivering sustainable earnings
growth and value for shareholders. The key
elements of this strategy are to:
• Continue to enhance traditional earnings
and maximise organic growth opportunities;
• Profitably exploit new platforms;
• Capitalise on opportunities from regulatory,
fiscal and technological change; and
• Selectively pursue value-enhancing
acquisitions.
The directors believe that the significant growth
in the Group’s profitability and appreciation in
the share price during the year demonstrate the
soundness of this strategy.
Performance in the period
The directors consider the key metric for
business activity to be gross win (rather than
turnover) as this figure reflects the amount won
from customers. The Group’s gross win was
£654.3m, representing an increase of 24% over
the corresponding period.
Growth in gross win reflected a number of
factors including: in the LBOs the continuing
roll out of FOBTs, extended trading hours, and
an expansion in the number of betting
opportunities; in the telephone channel the
provision of a high quality service and value
added features; and in the interactive business 
the launch of the poker site and further
development of the casino offering via the
integrated account. 
GPT, duty, levies, VAT and other cost of sales
(excluding pay-outs to customers) increased
28% to £143.2m and includes gross profit tax
paid to Customs & Excise, levies paid to the
horse and greyhound racing industries, VAT
incurred in respect of AWPs, and various
royalty payments to suppliers of FOBTs and
certain services in respect of the online casino.
The total amount of gross profit tax paid has
increased by 22% due to the increase in gross
win from betting activity including that
generated from FOBTs. Levies have increased
4% as a result of the growth in gross win on
horseracing and greyhound racing. VAT and
other duty payable in respect of AWPs
decreased by 20% due to the reduction in AWP
gross win. Royalties paid to various suppliers of
FOBTs have increased due to the success of the
product although the percentage of gross win
paid as royalty has fallen during the period.
Similarly , royalties payable to Cryptologic Inc.
and Boss Media AB, suppliers of casino
software, have increased due to the success of
these products, notwithstanding improvements
in the contractual terms effective from
April 2003.
Gross profit, representing gross win less GPT,
duty, levies, VAT and other cost of sales,
amounted to £51 1.1m, a 23% increase over the
corresponding period.
Net operating expenses (before exceptional
items) increased to £312.3m, an increase of
13% over the corresponding period.
Approximately 50% of these costs relate to
staff costs that increased 9% primarily due to
the additional employees recruited in support
of extended trading, an inflation related pay
award, the acquisition of two greyhound stadia,
the increase in the size of the retail estate and
the payment of management bonuses. Other
material costs include property costs that
increased 6%; depreciation that increased
10%; communications costs that increased
15% primarily due to the continuing roll out of
FOBTs and extending trading; advertising and
sponsorship that increased 48% linked to the
success of the online casino and poker offering
(excludes amounts spent in the corresponding
period in connection with the World Cup 2002);
and an increase in AWP and FOBT rentals of
14% as the total number of FOBTs and AWPs
increased during the year .
Associate income represents the Group’s 19%
share of the profits of its associate company,
Satellite Information Services.
Net interest payable (before exceptional items)
fell to £29.2m, a decrease of 52% on the
corresponding period, as a result of the Group
reducing its average net indebtedness and the
cheaper debt financing put in place at the time
of the flotation.
T ax on profit on ordinary activities relates
primarily to the current year and as the Group 9
earns its profits principally in the UK is
calculated at 30% of taxable profits being the
current rate of UK corporation tax. During the
period, the Group has recovered over-payments
of tax in respect of prior periods and utilised
brought forward tax losses resulting in the
effective tax rate falling to 26.5%. 
Returns to shareholders
The Company declared an interim dividend of
3.5 pence per share and the directors propose a
final dividend of 9.0 pence per share resulting
in a total dividend of 12.5 pence per share, a
44% increase on the total dividend paid in
respect of the corresponding period.
Notwithstanding the enhanced final dividend,
the Company normally aims to pay interim and
final dividends that represent one third and
two thirds, respectively, of the total dividend.
The Company has also announced its intention
to seek authority from shareholders at the
forthcoming Annual General Meeting to buy
back up to 10% of the issued share capital. The
majority of acquired shares will be cancelled
with up to 2.5% of the issued share capital
retained as treasury shares to meet future
awards under the Group’s various incentive and
share remuneration schemes. In the opinion of
the directors, the decision to seek authority for
a share buy back on this scale balances the
desire to return surplus capital to shareholders
with the need to maintain financial flexibility
for possible future acquisitions.
Dynamics of the business
The strengths of the business remain the same
as those set out in the flotation prospectus and
include the following:
• A market leader in all major betting
channels in the UK with an established
international presence;
• A long established and widely recognised
brand, with a strong reputation for quality;
• An extensive and high quality estate of
betting shops, which benefits from
significant past investment and ongoing
refurbishment and improvement;
• An effective risk management system and
significant bookmaking experience;
• A focus on sustainable and profitable growth
and tight management of costs;
• Strong cash flow generation;
• A track record of innovation and profitably
exploiting regulatory, fiscal and
technological change; and
• A strong management team.
The directors are seeking to build an
increasingly profitable business by exploiting
these strengths and, at the same time, carefully
managing the risks to the operation. Such risks
include: the potential impact of legislative
changes in the UK and overseas on the Group’s
scope and conduct of operations and ability to
accept bets; the potential impact of changes to
the UK fiscal environment; the ability of the
Group to manage its bookmaking risk; the
relationship with key suppliers most notably
the horse and greyhound racing industries; the
potential threat represented by competitors
based in the UK and overseas; the risk that key
technology or information systems could fail;
the impact of weather or other factors on the
sporting programme; the risk of loss of key
personnel; the risk of a prolonged economic
downturn or other geo-political events that may
result in a reduction in betting activity; the risk
that intermediaries such as banks refuse to
accept credit and debit card transactions
connected with gambling; and the risk resulting
from any inability of the Group to service its
debt obligations.
The Board routinely monitors all the above
risks and ensures that appropriate actions are
taken to mitigate the risks or their potential
adverse consequences. The Chief Executive’s
Review further expands on certain issues that
fall into the above description of risk factors.
Investment for the future
The Group spent a net £18.5m (31 December
2002 – £20.4m) on capital investment in the
period. 
The Group invests substantial amounts each
year to open, extend, re-site and refurbish
LBOs. The telephone business only required
minimal capital investment in the period
following the opening of a new call centre in
January 2002. The Group continues to invest in
the interactive business to expand the online
offerings and to improve the customer
experience. 
All investments are evaluated against strict
criteria with retail projects typically assessed
against return on investment targets of
between 10% and 20%, depending on the type
of project, and a target return of 15% being
sought for other Group initiatives. 10
William Hill PLC Annual Report & Accounts 2003
The business undertakes significant training
and development at all levels within the
organisation. At operative level it ensures that
all customer facing staff have both the technical
and customer service skills to service the day to
day business. The Group considers that
succession planning for all levels of
management is critical. It currently operates
three development programmes for small
selected groups of high potential middle, senior
and executive management. In addition more
specialist training and development is provided
where necessary.
The Group also operates structured training
programmes for selected staff drawn from
managerial grades as well as job related
training for shop based and administrative staff. 
Capital structure and treasury
In June 2002, the Company floated on the
London Stock Exchange and took the
opportunity to raise gross proceeds of £340m.
At the same time, the Company arranged bank
facilities amounting to £660m comprising a five
year term loan of £210m and a revolving credit
facility of £450m available until 28 May 2007 .
The bank facilities are denominated in sterling
as the Group’s operations are largely based in
the UK.
During the period, the Group generated net
cash inflow from operating activities of
£222.9m, a 62% increase on the corresponding
period. Out of this cash flow the Group paid
£22.4m in net debt service costs, paid £21.7m
in corporation tax, invested a net £18.5m in
capital expenditure, spent £4.9m on
acquisitions, paid £38.8m in dividends, and
repaid loan facilities of £1 14.8m. Net
indebtedness fell to £366.1m at the period end
(31 December 2002 – £481.4m).
The Group has complied with the terms of its
bank facility during the period, including the
mandatory redemption of £7 .7m of outstanding
high yield bonds in April 2003, and retains
significant undrawn borrowing capacity under
its facility to finance possible acquisitions.
Immediately after the period end, the Company
made a scheduled repayment of £40.0m in
respect of its term loan. 
The directors are keen to maintain an efficient
capital structure that takes advantage of the
low cost of debt relative to equity financing. T o
meet this objective, the Company is to seek
authority from its shareholders to buy back and
cancel up to 10% of its share capital to be
financed using the existing bank facility.
The Company has entered into a series of
amortising interest rate swaps to fix the
interest payable on a substantial proportion of
its floating rate debt. Subject to the proposed
share buy back, the amortising nature of the
swaps results in approximately 100% of
forecast interest costs being hedged over the
next 12 months, approximately 80% being
hedged in 2005, and 60% being hedged in
2006. The directors periodically review the
borrowing and hedging arrangements to
ensure that they remain appropriate to the
needs of the Group and take account of
changes in market conditions and business
plans.
Adoption of IFRS
Early in 2003, the Group initiated a project to
review and assess the impact of the adoption of
International Financial Reporting Standards
(IFRS) on the preparation of the Group’s
financial statements in 2005. The project is
sponsored by the Group Finance Director and is
overseen by the Audit Committee.
The review is progressing well in identifying
and assessing the potential impact of IFRS on
accounting policies and systems as well as
wider business issues such as treasury and
taxation.
IFRS has been developing rapidly since the
project began, and the current focus is on
considering the large number of final standards
which have recently been issued. Additional
work will also be required to assess the
implications of any further standards that are
expected to be issued in the period leading up
to the International Accounting Standards
Board’s deadline of 31 March 2004.
The above text has been prepared with reference to the
guidance issued by the Accounting Standards Board in
January 2003 entitled ‘Operating and Financial Review.’ 11
Board of Directors
Charles Scott
Non Executive Chairman
David Harding
Chief Executive Officer
Tom Singer
Group Finance Director
Barry Gibson
Senior Independent Non Executive Director
David Allvey
Non executive director 12
William Hill PLC Annual Report & Accounts 2003
Freshfields Bruckhaus 
Deringer
(Legal advisers)
65 Fleet Street
London EC4Y 1HS
T +44 (0) 20 7936 4000
Deloitte & Touche LLP 
(Auditors)
Hill House
1 Little New Street
London EC4A 3TR
T +44 (0) 20 7936 3000
Brunswick Group Ltd
(Financial public
relations)
16 Lincoln’s Inn Fields
London WC2A 3ED
T +44 (0) 20 7404 5959
Schroder Salomon 
Smith Barney
(Corporate stockbrokers)
Citigroup Centre
33 Canada Square
London E14 5LB
T +44 (0) 20 7986 4000
Capita Registrars
(Registrar)
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
T +44 (0) 870 1623100
Professional advisers
Charles Scott
Non Executive Chairman
(effective 1 January 2004)
Responsibilities:
Chairman of the Board with responsibility for
best practice corporate governance
Board committees:
Audit Committee
Nomination Committee (Chairman)
Remuneration Committee
Current directorships:
TBI PLC (Senior Independent Non Executive
Director) 
In Technology PLC (Non executive director)
adidas-Salomon AG (Non executive director)
Profile Media Group PLC (Non executive
director)
Emcore Corporation (Non executive director)
Mr Scott is a director of a number of private
limited companies.
Former roles:
Chief Executive, Saatchi & Saatchi PLC
Chairman, Cordiant Communications Group PLC
Chairman, Robert Walters PLC
Qualifications:
Chartered accountant
Age: 55
David Harding
Chief Executive Officer
Responsibilities:
Responsible for the Group’s overall strategic
direction and the day-to-day management and
profitability of the Group’s operations.
Former roles:
Deputy Chief Executive, Scottish Amicable PLC
Mr Harding was a director of a number of
private limited companies.
Qualifications:
MBA Warwick University
Age: 48
T om Singer
Group Finance Director
Responsibilities:
Finance, strategic planning, investor relations,
security and internal audit
Former roles:
Finance Director, Moss Bros Group PLC
Management consultant, Mckinsey & Co
Qualifications
Chartered accountant
Age: 40
David Allvey
Non executive director
Board committees:
Audit Committee (Chairman)
Nomination Committee
Remuneration Committee
Current directorships:
Britannic Group PLC (Non executive director)
Costain Group PLC (Non executive director)
Intertek Group PLC (Non executive director)
Mytravel Group PLC (Non executive director)
Former roles:
Group Finance Director, BAT Industries PLC
Group Operating Officer, Zurich Financial
Services PLC
Group Finance Director, Barclays Bank PLC
Non executive director, McKechnie Group PLC
Industry bodies:
Former member of the UK Accounting
Standards Board
Former member of the International Accounting
Standards Insurance Group
Former Chairman of the Fiscal Committee of the
100 Group of UK Finance Directors
Qualifications:
Chartered accountant
Age: 59
Barry Gibson
Senior Independent
Non Executive Director
(effective 1 January 2004)
Responsibilities:
Senior Independent Non Executive Director for
the purposes of the Combined Code of Conduct
Board committees:
Audit Committee
Nomination Committee
Remuneration Committee (Chairman)
Current directorships:
National Express Group Plc (Non executive
director)
Former roles:
Group Chief Executive, Littlewoods PLC
Group Retail Director, BAA PLC
Industry bodies:
Chairman of Retail T rust (Charity)
Age: 52 The Directors present 
their annual report on 
the activities of the Group,
together with the financial
statements and auditors’
report for the 52 weeks 
ended 30 December, 2003.
Principal activities
The principal activities of the Group during the
period continue to be the operation of licensed
betting offices and the provision of telephone
and Internet betting and online casino services.
The subsidiary and associated undertakings
principally affecting the profits or net assets of
the Group are listed in note 16 to the financial
statements. 
Business review
Full details of the Group’s activities and a report
on its business, strategy and likely future
developments are contained in the Chief
Executive’s Review and Operating and Financial
Review on pages 4 to 10. 
Details of significant events since the balance
sheet date are contained in note 33 to the
financial statements.
Results and dividends
The Group’s profit on ordinary activities after
taxation and exceptional items was £125.6m
(52 weeks ended 31 December 2002 - £21.2m).
The directors recommend a final dividend of 9.0
pence per share to be paid on 3 June 2004 to
ordinary shareholders on the Register of
Members on 7 May 2004 which, together with
the interim dividend of 3.5 pence per share
paid on 4 December 2003, makes a total of 12.5
pence per share for the period (52 weeks ended
31 December 2002 - 8.7 pence per share). 
Directors
The directors who served during the period and
as at 4 March 2004 comprise:
Charles Scott 
* † ‡ (1)
Non Executive Chairman 
David Harding Chief Executive 
Thomas Singer Group Finance Director
David Allvey 
* † ‡ (2)
Non executive director
Barry Gibson 
* † ‡ (3)
Senior Independent 
Non Executive Director 
* 
Member of Nomination Committee (1) (Chairman)
† 
Member of Remuneration Committee (3) (Chairman)
‡ 
Member of Audit Committee (2) (Chairman)
Messrs. Chotai and Mackenzie resigned from
the Board as non executive directors on
29 April 2003. 
Mr Brown retired as Non Executive Chairman
on 31 December 2003.
Mr Scott was appointed Non Executive
Chairman with effect from 1 January 2004, and
relinquished his position as Senior Independent
Non Executive Director on 31 December 2003. 
Mr Gibson was appointed Senior Independent
Non Executive Director on 1 January 2004.
Following the resignations of Messrs. Chotai
and Mackenzie as members of the Audit and
Remuneration Committees, Mr Gibson was
appointed to the Audit Committee and Messrs.
Scott and Allvey were appointed to the
Remuneration Committee. 
Directors proposed for re-election
Messrs. Allvey and Gibson retire by rotation at
the next Annual General Meeting and offer
themselves for re-election.
Please refer to page 12 for directors’ biographies.
Supplier payments policy
The Group’s policy is to settle terms of payment
with suppliers when agreeing the terms of each
transaction, ensure that suppliers are made
aware of the terms of payment and abide by
the terms of payment. T rade creditors of the
Group at 30 December 2003 were equivalent to
16 days purchases (31 December 2002 - 17 days
purchases), based on the average daily amount
invoiced by suppliers during the period. 
Charitable contributions
During the period the Group made charitable
donations of £217 ,000 (52 weeks ended 31
December 2002 - £24,000) principally to
industry related charities serving the
communities in which the Group operates. 
Substantial shareholdings
On 4 March 2004 the Company had been
notified, in accordance with sections 198 to 208
of the Companies Act 1985, of the interests in
13
Directors’ Report 14
William Hill PLC Annual Report & Accounts 2003
the ordinary share capital of the Company set
out in the table below. 
Disabled employees
Applications for employment by disabled
persons are always fully considered, bearing in
mind the aptitude of the applicant concerned.
In the event of members of staff becoming
disabled every effort is made to ensure that
their employment within the Group continues
and that appropriate training is arranged. It
continues to be the policy of the Group that the
training, career development and promotion of
disabled persons should as far as is feasible be
identical to that of other employees. 
Employee consultation
The Group places considerable value on the
involvement of its employees and has
continued to keep them informed on matters
affecting them as employees and on the various
factors affecting the performance of the Group.
This is achieved through formal and informal
meetings, and “INFORM”, the Group magazine. 
Employee representatives are consulted
regularly on a wide range of matters affecting
their current and future interests. The Company
operates two SAYE Share Option Schemes
(Schemes). They are open to all eligible
employees based on a three, five or seven year
monthly savings contract. Options under the
Schemes are granted with an exercise price up
to 20% below the prevailing share price. The
maximum permissible monthly savings under
the Schemes is £250. 
Disapplication of pre-emption
rights
Shareholder authority by special resolution will
be sought at the forthcoming Annual General
Meeting to make appropriate changes to the
Company’s Articles of Association (see Notice of
Annual General Meeting) in order to effect the
disapplication of pre-emption rights in
accordance with Section 89, Companies Act
1985.
Authority to purchase own shares
Shareholder approval will also be sought at the
forthcoming Annual General Meeting to change
the Company’s Articles of Association so as to
authorise it to purchase its own shares and to
hold a proportion of such shares as treasury
shares.
Changes to the terms of the
Group’s bonus scheme, incentive
plans and SAYE share option
schemes
Since 1 December 2003, listed companies have
been able to hold their own shares as treasury
shares pursuant to the Companies (Acquisition
of Own Shares) (T reasury Shares) Regulations
2003. One of the potential uses of treasury
shares permitted by those regulations is to
satisfy share options and share awards under
employee share schemes.
The Company wishes to have the flexibility to
use treasury shares to satisfy options and
awards granted under the Company’s employee
share schemes in the future. Under the Listing
Rules, this requires prior shareholder approval.
Accordingly, shareholders’ authority will be
sought at the Annual General Meeting to make
appropriate changes to the rules of the 2004
Senior Management Operating Bonus Scheme,
the William Hill Executive Director Incentive
Plan, the William Hill Long Term Incentive Plan
and the William Hill SAYE Share Option
Schemes to enable awards and share options
under these arrangements to be satisfied using
treasury shares.
Auditors
On 1 August 2003, Deloitte & T ouche, the
Company’s auditors transferred their business
to Deloitte & T ouche LLP , a limited liability
partnership incorporated under the Limited
Liability Partnership Act 2000. The Company’s
consent has been given to treating the
appointment of Deloitte & T ouche as extending
to Deloitte & T ouche LLP under the provision of
section 26(5) of the Companies Act 1989. A
resolution to re-appoint Deloitte & T ouche LLP
as the Company’s auditors will be proposed at
the forthcoming Annual General Meeting.
By Order of the Board
Nigel Blythe-Tinker
Group Company Secretary 
4 March, 2004
Registered Office:
Greenside House, 
50 Station Road, 
Wood Green,
London N22 7TP 
Substantial shareholdings
Percentage
Name of holder Number of shares shareholding
Fidelity 58,388,847 13.84
Barclays Global Investors Ltd 51,160,048 12.12
ISIS Asset Management PLC 15,905,926 3.77
Legal & General Investment Management 14,357 ,096 3.40
Baillie Gifford & Co 13,361,246 3.16
Insight Investment Management Limited 12,817 ,852 3.03 Introduction
This report has been prepared in accordance
with the Directors’ Remuneration Report
Regulations (Regulations). The report also
meets the relevant requirements of the Listing
Rules of the Financial Services Authority and
describes how the Board has applied the
Principles of Good Governance relating to
directors’ remuneration. As required by the
Regulations, a resolution to approve this report
will be proposed at the Annual General
Meeting of the Company at which the financial
statements are expected to be approved.
The Regulations require the auditors to report
to the Company’s shareholders on the
“auditable part” of the Directors’ Remuneration
Report and to state whether in their opinion
that part of the report has been properly
prepared in accordance with the Companies Act
1985 (as amended by the Regulations). The
report has therefore been divided into separate
sections for audited and unaudited information.
Unaudited information
Remuneration Committee
The Company has established a Remuneration
Committee (Committee), which is constituted in
accordance with the recommendations of the
Combined Code. The members of the Committee
are Mr Gibson (Senior Independent Non
Executive Director), Mr Scott (Non Executive
Chairman) and Mr Allvey (non executive
director). Mr Chotai who resigned from the
Board as a non executive director in April 2003
and Mr Brown who retired as Non Executive
Chairman on 31 December, 2003 also served on
the Committee. The Committee is chaired by 
Mr Gibson and makes recommendations to the
Board on remuneration and benefit related
issues. No director plays a part in any
discussion about his own remuneration.
In determining the directors’ remuneration, the
Committee appointed T owers Perrin to provide
advice on structuring directors’ remunerations
packages. The Committee also consulted 
Mr Harding (Chief Executive) and Mr Russell
(Group Director, Human Resources) about its
proposals. T owers Perrin did not provide any
other services to the Group.
Remuneration policy
The remuneration policy has been designed to
ensure that the Group has the ability to attract
and retain senior managers of a high calibre,
align the interests of the senior management
with that of the shareholders and be compliant
with best practice. The performance
measurement of the key members of senior
management and the determination of their
annual remuneration package are undertaken
by the Committee. The remuneration of the non
executive directors is determined by the Board
within limits set out in the Articles of
Association.
This report sets out the Group’s policy on senior
management remuneration for 2004 and, so far
as practicable, for subsequent years. This policy
will continue unless changed by the Committee,
and any changes in policy for years after 2004
will be described in future Directors’
Remuneration Reports, which will continue to
be subject to shareholder approval. The
Committee considers that a successful
remuneration policy needs to be sufficiently
flexible to take account of future changes in the
Group’s business environment and in
remuneration practice.
There are four main elements of the
remuneration package for senior management:
• Basic annual salary and benefits;
• Bonus payments;
• Share option incentives; and
• Pension arrangements.
The Group’s policy is to position the basic
salaries of the senior management at the
median of the relevant competitive market, with
a substantial proportion of their remuneration
being performance related. As described below,
senior management may earn annual incentive
payments of up to 75% of their basic salary
together with the benefits of participation in
share option schemes.
Executive directors are required to obtain the
Board’s prior written consent to accept external
appointments.
Basic annual salary and benefits
The salaries of senior management are
reviewed on 1 March each year . Individual pay
levels, within the competitive market, are
determined by reference to performance,
experience and potential. For the basis of
comparison the benchmark used is the retail
and leisure companies within the T owers Perrin
survey of 106 companies, adjusted by reference
to specific competitor groups and cross-checked
against the whole survey and a sample of
companies of comparable size within the
FTSE250. 
The basic salaries of Messrs. Harding and
Singer were reviewed in March 2003. 
Mr Harding commuted 10% of his pension
supplement into his salary, which increased to
£385,000 and Mr Singer had his salary
increased by 2.5% to £225,500. The basic
salaries of other senior management were
reviewed and increased by between 2.5% and
5% in March 2003.
In addition to basic salary, senior management
receive other competitive benefits, such as a
fully expensed car or car allowance, private
health cover and permanent health insurance.
It is intended to continue to provide these
benefits but retain the flexibility to provide a
cash alternative for any or all of these
according to individual circumstances.
Bonus payments
Executives are eligible to participate in a senior
management bonus scheme that is reviewed by
the Committee on an annual basis to determine
the most appropriate performance measure for
that year . For 2003, this comprised the Group
financial performance as measured by profit on
ordinary activities before tax and exceptional
items and provided for a target payment of
20% of basic salary and a maximum payment
of 50% of basic salary. Bonus payments for
Messrs. Harding and Singer for the 52 weeks
ended 30 December 2003 were 50% of basic
15
Directors’ Remuneration Report 16
William Hill PLC Annual Report & Accounts 2003
salaries. This was the maximum under the
2003 bonus arrangement and reflects the above
target improvement in profit on ordinary
activities before tax.
The scheme for 2004 is based on the Group’s
financial performance as measured by profit on
ordinary activities before finance charges and
provides for a target payment of 30% of basic
salary and a maximum payment of 75% of
basic salary, two thirds of which is payable in
cash with the remaining third paid in shares
which will be held on behalf of the executive
until the third anniversary of the award.
Share option incentives
Long-term incentives are provided to drive
performance, aid retention and align the
interests of executives with those of
shareholders. There are three schemes in
existence:
a) The Executive Director Incentive Plan (EDIP)
was established to reward Messrs. Harding and
Singer in the event of admission of the
Company’s shares to the London Stock
Exchange and will not be repeated. Under the
scheme each is entitled to an award of shares,
structured as a nil cost option, which will vest
in three annual tranches (30%, 30% and
40%), starting from the date of the first
anniversary of admission, subject to the
Company’s T otal Shareholder Return (TSR)
performance against companies in the FTSE250
over the period from the date of admission to
the date immediately preceding each relevant
tranche vesting date. If top quartile TSR
performance is achieved, all the shares in that
tranche will vest. If median TSR performance is
achieved, half the shares will vest, and if
performance is between the median and upper
quartiles, between half and the full amount will
vest, on a straight-line basis. No shares will
vest for below median performance. The
Company’s TSR performance to June 2003 was
in the top decile and the full 30% of the shares
in the first tranche has vested. 
b) The Long-Term Incentive Plan (L TIP) is for
senior management. The L TIP will be
administered by the Committee and will
provide conditional awards of shares to a value
of up to 50% of salary (the basic award) for
middle and senior management and up to a
further 50% (the matching award) for senior
management. The matching award will be on a
ratio of not more than one to one and
accordingly the maximum value of shares that
can be awarded in any financial year is 100%
of salary. Release of the shares will be
dependent upon the Company’s TSR
performance over a three year period measured
against the performance of companies
comprising the FTSE250 over the same period
and the continued employment of the
individual at the date of vesting. Shares vest in
proportion to above median TSR performance
and no shares vest if the Company’s
performance is below median. Full vesting
requires TSR performance to be in the top
decile compared to the comparator group. The
first award under the L TIP was granted in
March 2003 in which Messrs. Harding and
Singer agreed not to participate. An additional
award will be made in March 2004 in which
Messrs. Harding and Singer will participate. In
the future awards will be made annually
subject to objective conditions provided this is
justified by corporate and individual
performance. 
c) The Company also operates SAYE Share
Option Schemes for eligible employees under
which options are granted with an exercise
price up to 20% below the prevailing share
price. Senior management are eligible to
participate.
The Committee considers TSR to be the most
appropriate metric for the EDIP and L TIP as it
rewards management’s performance in both
growing the business as reflected in the share
price and returning value to shareholders via
the payment of dividends.
The Company does not operate any long-term
incentive schemes other than the share option
schemes described above. No significant
amendments are proposed to be made to the
terms and conditions of any entitlement of a
director to share options.
Pension arrangements
Market competitive retirement benefits are
provided to act as a retention mechanism and
reward long service. Executive directors are
members of the “Retirement Plan” section of
the William Hill Pension Scheme. This provides
defined benefits based on final pensionable pay
and length of service. Benefits accrue at a rate
of 1/30th of pensionable salary, up to the
Earnings Cap, for each year of pensionable
service. Their dependants are eligible for
dependants’ pensions and the payment of a
lump sum, equivalent to four times salary, in
the event of death in service. Pensionable pay
is basic salary less the Lower Earnings Limit
and no other payments are pensionable.
Where appropriate, member’s benefits are
restricted by the Earnings Cap but the loss of
benefit is compensated for by additional salary
on a discretionary basis. Messrs. Harding and
Singer received 10% of basic salary for this
loss of benefit in the period.
The current final salary scheme is closed to
new entrants and has been replaced by a
money purchase scheme in respect of new
joiners. The normal retirement age is 63 (final
salary) and 65 (money purchase).
Policy regarding minimum shareholding
The Board requires executive directors and
certain members of senior management to hold
a minimum shareholding in the Company equal
to one year’s basic salary. Whilst not
contractually enforceable, the Committee
expects to exercise its discretion so as not to
extend participation in various bonus schemes
and the L TIP to individuals who fail to meet the
minimum shareholding requirement. The
Committee has stipulated that Messrs. Harding
and Singer meet this requirement by the end of
2004, and that other members of senior
management do so by the end of 2007 . These
timeframes were set in the expectation that all
or some of the options and shares awarded
under the EDIP , L TIP and annual bonus scheme
will vest by these dates thereby providing the
executive with shares that can contribute
toward meeting the minimum shareholding
requirement. 17
The above graph shows the Company’s
performance, measured by TSR, compared with
the performance of the FTSE250 (excluding
investment companies) also measured by TSR.
The FTSE250 (excluding investment companies)
has been selected for this comparison because
it is the index used by the Company to
determine payments under the EDIP and L TIP .
The graph consists of points representing the
change in the value of a nominal investment of
£100 made on 20 June 2002 in the Company
and the FTSE 250 (excluding investment
companies) index, respectively. The change in
value of the index holding reflects changes in
the constituent companies over the period. The
closing values at 30 December 2003 represent
the average value of each nominal holding
measured over the thirty trading days to that
date and reflect the change in the share price
and the value of dividend income re-invested
over the period. 
Policy on executive directors’ contracts
It is the Company’s policy that executive
directors should have contracts with an
indefinite term providing for a maximum of one
year’s notice. Consequently no executive has a
contractual notice period in excess of 12
months.
In the event of early termination the policy on
executive directors’ contracts provides for
compensation up to a maximum of 12 months
basic salary, pension contributions, other
benefits, and pro-rated annual bonus.
Executive directors contracts
Mr Harding is employed under a service
contract with the Company dated 28 May 2002
and is entitled under the contract to a basic
annual salary, participation in the Company’s
bonus scheme, a company car (or cash
allowance in lieu), permanent health insurance
and private medical insurance cover . Mr
Harding is also entitled to membership of the
Company’s pension scheme (pensionable salary
limited to the Earnings Cap) and receives an
annual payment of 10% of basic salary to
reflect the restriction imposed by the Earnings
Cap. Mr Harding’s contract is for an indefinite
term ending automatically on his retirement
date (age 63), but may be terminated by 12
months notice given by either party. The
Company may at its discretion elect to
terminate the contract by making within ten
days of the termination of employment a
payment in lieu of notice equal to:
• The salary Mr Harding would have received
during the notice period;
• A pro-rated amount in respect of bonus in
respect of the year in which the employment
terminates; and
• The annual cost to the Company of providing
pension and all other benefits to which Mr
Harding is entitled under his contract.
If Mr Harding’s employment is terminated
following a change of control of the Company
and within 12 months of such change of control
Mr Harding is given notice or if Mr Harding
terminates his employment for a good reason
as defined in the service contract, the Company
is obliged to pay within seven days of the
termination of the employment a lump sum
payment calculated in the same way as the
payment in lieu of notice described above.
Mr Singer is employed under a service contract
with the Company dated 28 May 2002. The
terms and conditions of Mr Singer’s service
contract are the same as for Mr Harding.
Non executive directors
All non executive directors have specific terms
of engagement and their remuneration is
determined by the Board within the limits set
by the Articles of Association and based on
independent surveys of fees paid to non
executive directors of similar companies. 
Mr Brown, who retired as Non Executive
Chairman on 31 December 2003, has been
retained on a one year consultancy contract at
an annual cost of £35,000. Mr Scott who
replaced Mr Brown was appointed Non
Executive Chairman on 1 January 2004 and his
basic annual fee will be £225,000 in respect of
all services rendered to the Company.  In the
event of early termination Mr Scott is entitled
to receive up to 12 months salary as
compensation. The basic annual fee paid to
Messrs. Scott, Allvey and Gibson, the
independent non executive directors who chair
the Nominations, Audit and Remuneration
Committees respectively, was £35,000. 
Messrs. Scott, Allvey and Gibson were
appointed in May 2002 for a term of three
years, subject to re-election when appropriate
by the Company in general meeting. Non
executive directors cannot participate in any of
the Company’s share option schemes and are
not eligible to join the Group’s pension scheme.
£200.00
£180.00
£160.00
£140.00
£120.00
£100.00
£80.00
£60.00
£40.00
£20.00
£0.00
June 2002 December 2003
Value of Hypothetical £100 Holding
FTSE 250 (excluding investment companies)
William Hill
Historical  TSR Performance Graph
Growth in the value of a hypothetical £100 holding since the date of listing on 20 June 2002 versus
FTSE 250 (excluding investment companies) Index. Comparison based on the offer price of £2.25 on
20 June 2002. All other points are based on average values taken over the prior 30 trading days.
  18
William Hill PLC Annual Report & Accounts 2003
Audited information
Directors’ emoluments and remuneration
Fees/ Benefits Annual 2003 2002
basic salary)
*
in kind bonuses total total
Name of director £££££
Executive directors
David Harding 428,804 14,675 192,500 635,979 3,363,901
Tom Singer 243,375 17 ,191 112,750 373,316 1,740,887
Non executive directors
John Brown 150,000 32,381 97 ,037 279,418 823,732
Charles Scott 35,000 – – 35,000 29,212
David Allvey 35,000 – – 35,000 21,431
Barry Gibson 35,000 – – 35,000 21,431 
Yagnish Chotai (fees payable to Cinven) 7 ,000 – – 7 ,000 28,261
Donald Mackenzie (fees payable to CVC Capital
Partners) 7 ,000 – – 7 ,000 28,261
Aggregate emoluments 941,179 64,247 402,287 1,407 ,713 6,057 ,116
* Included in fees/basic salary for Mr Harding and Mr Singer was £49,637 and £18,792 respectively paid as compensation for loss of pension benefit
due to the Earnings Cap.
There were no payments by the Company during the financial year for compensation for loss of office or payments in connection with the termination
of qualifying services. The non-cash elements of the executive director’s remuneration packages consist of the provision of a company car or car
allowance, private health cover, travel card and permanent health insurance. 
Directors’ share options
Aggregate emoluments disclosed above do not include any amounts for the value of options to acquire ordinary shares in the Company granted to or
held by the directors. Details of options for directors as at 30 December 2003 are as follows:
Number of Number of
shares at Granted Exercised shares at
1 January during the during the 30 December Exercise Date from which Expiry
Name of director Scheme 2003 period period 2003 price exercisable date
David Harding Float bonus 630,288 – – 630,288 Nil March 2004 March 2009
EDIP 1,222,222 – – 1,222,222 Nil June 2003 (30%) June 2006
June 2004 (30%) June 2007
June 2005 (40%) June 2008
Tom Singer Float bonus 315,144 – – 315,144 Nil March 2004 March 2009
EDIP 611,111 – – 611,111 Nil June 2003 (30%) June 2006
June 2004 (30%) June 2007
June 2005 (40%) June 2008
SAYE 5,277 – – 5,277 180pAugust 2005February 2006
John Brown N/A – – – – – – –
Charles Scott N/A – – – – – – –
David Allvey N/A – – – – – – –
Barry Gibson N/A – – – – – – – 19
The Company’s ordinary shares were listed and admitted to trading on the London Stock Exchange on 20 June 2002 at a price of £2.25 at which time
Messrs. Harding and Singer became eligible to receive the float bonus and benefit under the EDIP arrangement. For the EDIP the performance criteria
under which options have been granted are detailed on page 16. Options granted as part of the float bonus and under the SAYE Share Option Scheme
are not subject to performance criteria. There have been no variations to the terms and conditions or performance criteria for share options during the
financial period.
The market price of the ordinary shares at 30 December 2003 was £4.29 and the range during the period from 1 January 2003 to 30 December 2003
was £1.93 to £4.30.
Directors’ pension entitlements
Three directors were members of the Group’s defined benefit pension scheme. 
Mr Brown retired from the pension scheme on 17 September 2002 and is currently receiving a pension of £188,208 per annum. Accordingly, the cost of
the pension entitlement did not vary during the period. 
For Messrs. Harding and Singer, in accordance with the Regulations, the following table shows the members’ contributions, the increase in accrued
entitlement during the period and the accrued entitlement at the end of the period: 
Accrued pension Real increase in Increase in accrued Accrued pension
1 January 2003 accrued pension Inflation pension in the period 30 December 2003
Name of director £ £ £ £ £
David Harding 7 ,830 2,951 219 3,170 11,000
Tom Singer 6,210 3,241 174 3,415 9,625
The following table sets out the transfer value of the directors’ accrued benefits under the same scheme calculated in a manner consistent with
“Retirement Benefit Schemes” – T ransfer Values (GN 1 1)” published by the Institute of Actuaries and the Faculty of Actuaries:
Value of real
increase in Other changes Increase in transfer Contributions Transfer value
Transfer value accrued pension to transfer value in the period made by the 30 December 
1 January 2003 net of contributions value net of contributions director 2003
Name of director £ £ £ £ £ £
David Harding 58,252 17 ,420 2,705 20,125 4,928 83,305
T om Singer 31,941 1 1,982 1,369 13,351 4,928 50,220
The transfer values disclosed above do not represent a sum paid or payable to the individual director . Instead they represent a potential liability of the
pension scheme.
Members of the scheme have the option to pay additional voluntary contributions; neither the contributions nor the resulting benefits are included in
the above tables.
Approval
This report was approved by the board of directors on 4 March 2004 and signed on its behalf by:
Barry Gibson
Chairman of the Remuneration Committee
4 March, 2004
19 For the period the Group was required to
comply with the Combined Code on Corporate
Governance issued in June 1998 (Hampel Code). 
Statement of compliance with the
Hampel Code
The directors believe the Group complied with
these requirements except as noted below.
• The independent non executive directors
during part of the year constituted half,
rather than a majority of non executive
directors on the Board. The independent non
executive directors were Messrs. Scott, Allvey
and Gibson. The remaining non executive
directors were Messrs. Mackenzie and Chotai
who resigned on 29 April 2003 and 
Mr Brown who retired on 31 December
2003.
• Mr Brown as Non Executive Chairman was
prior to his retirement not considered to be
independent as he was previously Chief
Executive of the Group. Although not
considered independent, Mr Brown was a
member of the Remuneration Committee
during the period. The independent non
executive directors considered that his
guidance as a member of the Remuneration
Committee was invaluable in assessing the
performance of the executive directors and
other members of senior management and
therefore in correctly determining their
remuneration.
Introduction of the revised
Combined Code
In July 2003 the Financial Reporting Council
issued a revised Combined Code on Corporate
Governance (2003 FRC Code) that is applicable
to reporting periods which started on or after
1 November 2003. The Group will seek to
comply with the requirements of the 2003 FRC
Code as set out below.
Statement about applying the
principles of Good Governance
The Board
Appointments to the Board are the
responsibility of the full Board, on the
recommendation of the Nomination Committee.
All directors submit themselves for re-election
by rotation with at least one-third of the
directors retiring each year . The Board may also
appoint a person who is willing to act as a
director, either to fill a casual vacancy or as an
additional director, such appointment being
only effective until the next Annual General
Meeting.
The Board meets eleven times a year and
operates within a formal schedule of matters
reserved to the Board with other powers
delegated to various levels of senior
management. The schedule of matters reserved
to the Board and delegated authorities is
reviewed and approved by the Board annually.
Matters reserved to the Board include the
appointment or removal of the Chairman, Chief
Executive or Group Finance Director; approval
of the Group’s annual budget and corporate
plan; approval of capital investment projects;
setting dividend policy; and approval of
material contracts.
The authority delegated to senior management
provides a practical framework to executive
management, which seeks to achieve the dual
objectives of maintaining effective financial and
operational controls whilst providing sufficient
flexibility to manage the business. Examples of
areas of such delegated authority include the
release of capital expenditure against approved
budgets; treasury activity within approved
limits; payroll processing; property transactions;
LBO development activities; the setting of bet
acceptance limits; and routine transaction
processing.
The Board comprises individuals with wide
business experience of various sectors of
industry. They have access to all information
relating to the Group, the advice and services of
the Group Company Secretary, and, as required,
external advice at the expense of the Group.
The new Combined Code requires the Chairman
to hold meetings with the non executive
directors without the executive directors being
present. Although this has previously been
conducted informally, during 2004 the
Chairman will formalise the procedure and hold
such meetings on a regular basis.
Similarly, beginning in 2004, the Senior
Independent Non Executive Director will meet
at least annually with the non executive
directors without the Chairman being present
to appraise the Chairman’s performance and on
such other occasions as are deemed
appropriate. In reviewing the performance of
the Chairman, account will be taken of the
views of the executive directors.
The Board receives detailed reports from
executive management on the performance of
the Group at monthly Board meetings and
other information as necessary. The Board also
obtains advice from professional advisers as
and when required. This information enables
the Board to discharge its duties.
On joining the Board directors receive a formal
induction and on an on-going basis are
encouraged to update their skills and
knowledge.
The terms and conditions of appointment of
non executive directors are available to
shareholders for inspection at the Group’s
registered office during normal business hours
and at the Annual General Meeting (for 
15 minutes prior to the meeting and during the
meeting).
*The table on the opposite page sets out
individual directors’ attendance at Board and
Committee meetings.
Chairman and Chief Executive
There is a clear division of responsibilities
between the Chairman and Chief Executive
whereby the Chairman is responsible for the
running of the Board, and the Chief Executive
has executive responsibility for the running of
the business. No one individual has unfettered
powers of decision making.
20
William Hill PLC Annual Report & Accounts 2003
Statement on Corporate Governance Mr Scott as the new Non Executive Chairman
satisfies the independence criteria detailed in
provision A.3.1 of the new Combined Code.
Mr Scott, prior to his appointment as Non
Executive Chairman, disclosed other significant
commitments to the Board and these are
detailed elsewhere in the directors’
biographical details at page 12.
Additionally, arrangements are in hand to
ensure that future non executive directors’
other significant commitments are disclosed to
the Board prior to appointment, and for the
Board to be informed of subsequent changes.
The process of performance evaluation of the
Board, its committees and individual directors
has been undertaken and involved the
distribution of self-assessment questionnaires
followed by one-to-one performance evaluation
meetings between the Chairman and each
individual director . The Board has also
discussed issues relating to its composition and
collective and individual performance. The
other non executive directors will conduct a
formal evaluation of the Chairman at the end of
2004 once Mr Scott has completed a full year as
Chairman.
The Board has explained the reasons why it
believes each director should be re-elected in
the notes to the resolutions to re-elect 
Messrs. Allvey and Gibson to be considered at
the next Annual General Meeting.
Relations with shareholders
The Board remains committed to maintaining
good relationships with both institutional and
private shareholders. There continues to be a
regular dialogue with institutional
shareholders, although care is exercised to
ensure that any price-sensitive information is
released at the same time to all shareholders,
in accordance with the requirements of both
the Financial Services Authority and London
Stock Exchange.
Mr Gibson as the Senior Independent Non
Executive Director is available to shareholders
if they have concerns that have not or cannot
be addressed through the Chairman, Chief
Executive or Group Finance Director . Mr Allvey
as the remaining non executive director is also
available to attend meetings with major
shareholders on request. The Group also
obtains feedback from its broker, Citigroup, on
the views of institutional investors on a non-
attributed basis. Mr Gibson does not currently
attend meetings with major shareholders on
the basis that the Chief Executive Officer and
Group Finance Director communicate the issues
and concerns of major shareholders to the
Board.
As a matter of routine, the Board receives a
monthly report from Citigroup on issues
relating to recent share price performance,
trading activity and institutional investor
sentiment.
The Board regards the Annual General Meeting
as an important opportunity to communicate
directly with all shareholders. Board members,
including the Chairmen of the Remuneration,
Nomination and Audit Committees, will attend
the meeting and are available to answer
questions. In order that shareholders are aware
of the other shareholders’ voting intentions, the
details of proxy votes will be announced at the
Annual General Meeting.
Board committees
The Remuneration Committee, the Nomination
Committee and the Audit Committee are
standing committees of the Board.
The terms of reference of the Committees,
including their objectives and the authority
delegated to them by the Board, are available
upon request or via the Group’s investor
relations website (www.williamhillplc.co.uk).
Remuneration Committee
The role and operation of the Remuneration
Committee is set out in the Directors’
Remuneration Report on pages 15 to 19. The
21
*2003 Board / Committee meetings
Board Nomination Remuneration Audit
meetings Committee Committee Committee
Meetings held 11245
Meetings attended
David Harding 11
Tom Singer 10
John Brown 10 2 3
Charles Scott 9225
David Allvey 9215
Barry Gibson 10243
Yagnish Chotai
(1)
42
Donald Mackenzie
(1)
3
Note:
(1) Resigned 29 April, 2003 22
William Hill PLC Annual Report & Accounts 2003
Committee met on four occasions during the
period.
Nomination Committee
The Nomination Committee is chaired by 
Mr Scott and includes Messrs. Allvey and
Gibson. The Nomination Committee’s principal
function is to carry out a formal selection
process for executive and non executive
directors and subsequently to propose to the
Board any new appointments. The Chairman
was appointed following a comprehensive
review of external and internal candidates
involving the use of an external search
consultant. Appropriate candidates were
interviewed individually by Committee
members. Following the Nomination
Committee’s recommendation the Board
approved the appointment of Mr Scott.
As part of its function, it considers the
composition of the Board, the demands made
on the Board and its committees and the
requirements of good corporate governance.
The Committee meets as necessary but at least
annually before or after regular meetings of the
Board, to consider proposals for Board
appointments.
In 2004, the Committee will formalise the 2003
FRC Code requirement to evaluate the balance
of skills, knowledge and experience on the
Board. The Chief Executive and Nomination
Committee oversee the policies for employee
selection, advancement and development, and
have direct involvement in senior management
appointments. Succession planning and
contingency arrangements operate for senior
management and have been reviewed by the
Board.
Audit Committee
The Audit Committee is chaired by Mr Allvey
and includes Messrs. Scott and Gibson. The
Board acknowledges that following Mr Scott’s
appointment as Chairman of the Board on 1
January 2004, his continuing membership of
the Audit Committee is not in accordance with
the Smith Guidance accompanying the 2003
FRC Code. However, the Board considers that in
view of Mr Scott’s prior experience of Audit
Committee matters he is able to make a
significant contribution to the effective
functioning of the Committee.
The Committee met five times during the period
and its principal functions are to:
• Review and advise the Board on the Group’s
interim and annual financial statements, its
accounting policies and on the controls
operating over its financial and business
risks;
• Review the nature and scope of the work to
be performed by the external and internal
auditors, the result of that work and
management’s response; and
• Meet with the executive directors and
management, as well as privately with both
external and internal auditors. The Chairman
of the Audit Committee reports the outcome
of meetings to the Board.
The Committee has established a number of
procedures to monitor and review the
effectiveness of Internal Audit. The procedures
include assessing the quality of assurance over
the Group’s system of internal controls provided
by Internal Audit, ensuring that Internal Audit
complies with the Institute of Internal Auditors’
Standards for the Professional Practice of
Internal Auditing, and evaluating the function’s
contribution to good corporate governance.
A formalised Group policy and procedure for
staff to raise issues regarding possible
improprieties in matters of financial reporting
or other matters has been established.
The Group operates a policy, established and
monitored by the Audit Committee, in relation
to the provision of non audit services by
Deloitte & T ouche LLP , the Group’s auditors, so
as to safeguard auditor objectivity and
independence. The policy states that work
costing in excess of £25,000 should be
approved by the Audit Committee. The approval
of such non audit services is included in the
Audit Committee’s terms of reference. The Audit
Committee, when approving non audit services,
ensures that the provision of such services does
not impair the external auditors’ independence
or objectivity taking into consideration all
relevant factors.
Internal control
The Board has overall responsibility for the
Group’s internal control systems and for
monitoring their effectiveness. Implementation
and maintenance of the internal control
systems are the responsibility of the executive
directors and senior management, and are
subject to periodic review that is documented.
Internal Audit maintains a database recording
the system of internal controls in every division
or department throughout the Group. The
performance of selected internal control
systems is reviewed regularly by the Audit
Committee.
The Board monitors the process by which
critical risks to the business are identified,
evaluated and managed. This process is
consistent with the Turnbull guidance and has
been in place for the period under review and
up to the date of approval of the Annual Report
and Accounts.
The Board assesses the effectiveness of internal
control systems on the basis of:
• Established procedures, including those
already described, which are in place to
manage perceived risks;
• Regular reports by management to the Audit
Committee on the adequacy and
effectiveness of internal control systems and
significant control issues;
• The continuous Group-wide process for
formally identifying, evaluating and
managing the significant risks to the
achievement of the Group’s objectives; and
• Presentations on the results of internal
audits and work undertaken by other
departments to the Audit Committee.
The Group’s internal control systems are
designed to reduce, rather than eliminate, the
risk of failure to meet business objectives, and
can only provide reasonable, and not absolute, 23
assurance against material misstatement or
loss. In assessing what constitutes reasonable
assurance, the Board considers materiality and
the relationship between the cost of, and
benefit from, internal control systems.
The Board regularly reviews the actual and
forecast performance of the business compared
with the annual plan, as well as other key
performance indicators.
Lines of responsibility and delegated
authorities are clearly defined. The Group’s
policies and procedures are regularly updated
and distributed throughout the Group. The
Audit Committee receives reports on a regular
basis on compliance with the Group’s policies
and procedures.
Assessment of business risk
A corporate risk matrix has been developed
and approved by the Audit Committee and the
Board. The matrix records the key risks facing
the business and assesses the likelihood of the
risks crystallising and their potential
materiality. The matrix is reviewed at regular
intervals. Responsibility for management of
the risks is attributed typically at senior
management level.
Internal Audit
Internal Audit advises management on the
extent to which systems of internal control are
effective; are adequate to manage business
risk; safeguard the Group’s assets; and in
conjunction with the Group Company
Secretary, ensure compliance with legal and
regulatory requirements. It provides
independent and objective assurance on risks
and controls to senior management and the
Board.
Internal Audit’s work is focused on areas of
greatest risk to the Group, as determined by a
structured risk assessment process involving
executive directors and senior management.
The output from this process is summarised in
an audit plan which is approved by the Audit
Committee. The Head of Internal Audit reports
regularly to the Group Finance Director and
Audit Committee.
The role of the Internal Audit function and the
scope of its work continues to evolve to take
account of changes within the business and
emerging best practice.
The Board is responsible for Group compliance
matters, and is advised in this respect by the
Audit Committee, the Head of Internal Audit
and the Group Company Secretary.
Going Concern
The directors have prepared the financial
statements on a going concern basis consistent
with their view, formed after making
appropriate enquiries, that the Group is
operationally and financially robust. 24
William Hill PLC Annual Report & Accounts 2003
Introduction
During the last decade, the UK has experienced
progressive de-regulation of the law as it
applies to betting and gaming. At the same
time, and in part as a direct consequence of
such de-regulation, there has been a
corresponding increase in the acceptability of
gambling as a mainstream adult leisure activity.
The process of modernising the law is expected
to continue following the enactment of the
draft Gambling Bill currently progressing
through the pre-legislative scrutiny process.
As a leader in its industry, William Hill has
strived directly and via its industry association,
the Association of British Bookmakers (ABB), to
influence the shape of future legislation. In this
objective it has and continues to balance the
(sometimes divergent) interests of
shareholders, employees, customers and society
at large. The Board believes that it has been
successful in carrying out this task and remains
aware of the need to promote responsible de-
regulation in the sector .
Legal and regulatory
environment
Under the current law, a bookmaker (in the
case of the Group a company operating a
betting business) is required to pass a ‘fit and
proper’ test in order to obtain a permit and
must hold a separate licence for each LBO.
Permits and licences are subject to regular
renewal in a magistrates’ court on a three year
cycle. As a reputable operator, William Hill
makes every effort to comply with the terms of
each permit and licence, that include
compliance with UK laws, so as to avoid there
being any grounds for non-renewal. The Group
has an excellent track record of securing the
necessary renewal of permits and licences.
T o ensure compliance with UK laws, regulations
and industry best practice, the Group:
• Invests in staff training regarding the law as
it relates to betting;
• Adopts marketing practices consistent with
the regulations published by the
Independent Television Commission relating
to the promotion of betting and gaming;
• Adheres to voluntary codes of conduct
endorsed by the ABB (for example, in
relation to the number, type and operating
characteristics of FOBTs and AWPs in LBOs,
and disclosure of information on suspicious
betting patterns via the ABB to the relevant
sporting regulator);
• Publishes and operates a policy of fair
dealing with customers and customers’
complaints;
• Accepts Independent Betting Arbitration
Service rulings; and
• Adheres to equal opportunities and health
and safety legislation.
As regards dealing with customers based
outside of the UK via its online Sportsbook, the
Group takes the view that it is licensed and
operating lawfully in the UK and it is the
responsibility of the customer to ensure
compliance with local laws in their particular
jurisdiction. Suitable ‘health warnings’ are set
out on the website to bring this point to the
attention of customers. 
In certain countries the absence of clear laws or
existence of restrictive local laws in relation to
online betting have resulted in the Group
deciding or agreeing not to accept bets from
citizens based in such jurisdictions. Where
appropriate, such as in Europe, the Group
continues to work towards the removal of
restrictions on cross border betting through
legitimate channels such as national courts and
the European Commission. 
GamCare
The Group is supportive of the requirement to
address the social impact of increased betting
and gaming in the UK. Consequently, it has paid
and is committed to continue to pay substantial
donations to the Gambling Industry Charitable
T rust that contributes to the funding of
GamCare, a registered charity, which has
become the leading authority on the provision
of information, advice and practical help in
addressing the social impact of gambling.
GamCare strives to develop strategies that will
improve the understanding of the social impact
of gambling, promote a responsible approach to
gambling, and address the needs of those
adversely affected by a gambling dependency.
GamCare as an organisation has generated a
substantial amount of information issued in
booklets and leaflets which is directed at
various age groups. It has also established
support networks and counselling
opportunities, and continues to develop
guidance as well as operate training courses.
The Group is currently in the process of
implementing throughout its operations the
ABB approved ‘Code of Social Responsibility’,
that will lead to the award by GamCare of a
Certificate of Social Responsibility to William
Hill. It is envisaged that the implementation
process will be completed during 2004 and
followed up by an audit by GamCare to ensure
that the Group fully satisfies the assessment
criteria.
Supporting sports-related
charities and other bodies
The Group continues to support sports-related
charities and during the period has given
donations to such charities as the Retraining of
Racehorses Organisation, Injured Jockey’s Fund,
English Blind Golf and the Greatwood Caring
for Retired Racehorses.
In addition the Group made a voluntary
donation of £2.3m to the British Greyhound
Racing Fund, which is spent for the benefit of
the industry including the retired greyhound
trust.
Corporate Social Responsibility
Statement 25
United Kingdom company law requires the directors to prepare financial statements for each financial period, which give a true and fair view of the
state of affairs of the Company and the Group as at the end of the financial period and of the profit or loss of the Group for that period.
In preparing those financial statements, the directors are required to:
• Select suitable accounting policies and then apply them consistently;
• Make judgements and estimates that are reasonable and prudent; and
• State whether applicable accounting standards have been followed.
The directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the financial position of the
Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for
the system of internal control and safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Statement of Directors’ Responsibilities 26
William Hill PLC Annual Report & Accounts 2003
To the members of William Hill PLC
We have audited the financial statements of William Hill PLC for the 52 weeks ended 30 December 2003 which comprise the consolidated profit and
loss account, the consolidated balance sheet, the Company balance sheet, the consolidated cash flow statement, the consolidated statement of total
recognised gains and losses, the statement of accounting policies and the related notes numbered 1 to 34. These financial statements have been
prepared under the accounting policies set out therein. We have also audited the information in the part of the Directors’ Remuneration Report that is
described as having been audited.
This report is made solely to the Company’s members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has been
undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditors’ report and for no other
purpose. T o the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described in the Statement of Directors’ Responsibilities, the Company’s directors are responsible for the preparation of the financial statements in
accordance with applicable United Kingdom law and accounting standards. They are also responsible for the preparation of the other information
contained in the annual report including the Directors’ Remuneration Report. Our responsibility is to audit the financial statements and the part of the
Directors’ Remuneration Report described as having been audited in accordance with relevant United Kingdom legal and regulatory requirements and
auditing standards.
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements and the part of the
Directors’ Remuneration Report described as having been audited have been properly prepared in accordance with the Companies Act 1985. We also
report to you if, in our opinion, the Directors’ Report is not consistent with the financial statements, if the Company has not kept proper accounting
records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors’
remuneration and transactions with the Company and other members of the Group is not disclosed.
We review whether the Statement on Corporate Governance reflects the Company’s compliance with the seven provisions of the Combined Code
specified for our review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to consider whether
the Board’s statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the Group’s corporate governance
procedures or its risk and control procedures.
We read the Directors’ Report and the other information contained in the annual report for the above period as described in the contents section
including the unaudited part of the Directors’ Remuneration Report and consider the implications for our report if we become aware of any apparent
misstatements or material inconsistencies with the financial statements.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom auditing standards issued by the Auditing Practices Board. An audit includes examination,
on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the part of the Directors’ Remuneration Report
described as having been audited. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation
of the financial statements and of whether the accounting policies are appropriate to the circumstances of the Company and the Group, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements and the part of the Directors’ Remuneration Report described as having
been audited are free from material misstatement, whether caused by fraud or other irregularity or error . In forming our opinion, we also evaluated the
overall adequacy of the presentation of information in the financial statements and the part of the Directors’ Remuneration Report described as having
been audited.
Independent Auditors’ Report 27
Opinion
In our opinion:
• The financial statements give a true and fair view of the state of affairs of the Company and the Group as at 30 December 2003 and of the profit of
the Group for the 52 weeks then ended; and
• The financial statements and part of the Directors’ Remuneration Report described as having been audited have been properly prepared in
accordance with the Companies Act 1985.
Deloitte & Touche LLP
Chartered Accountants and Registered Auditors
London
4 March 2004 William Hill PLC Annual Report & Accounts 2003
28
Consolidated Profit and Loss Account and Consolidated Statement of Total Recognised Gains and Losses
for the 52 weeks ended 30 December 2003
Consolidated Profit and Loss Account
52 weeks 52 weeks 
ended ended
30 December 31 December
2003 2002
Notes £m £m
Turnover 1 5,945.8 3,365.3
Cost of sales (5,434.7) (2,949.3)
Gross profit 1 511.1 416.0
Net operating expenses 2 (312.3) (297 .1)
Operating profit before operating exceptional items 1 198.8 139.0
Operating exceptional items 3 – (20.1)
Operating profit 1 198.8 118.9
Share of associate’s operating profit 4 2.9 2.4
Profit on ordinary activities before finance charges 201.7 121.3
Net interest payable 5 (29.2) (89.6)
Other finance (charges)/income 6 (1.7) 0.7
Profit on ordinary activities before tax 7 170.8 32.4
Tax on profit on ordinary activities 10 (45.2) (11.2)
Profit on ordinary activities after tax for the financial period 125.6 21.2
Dividends proposed and paid 12 (52.2) (36.3)
Retained profit/(loss) for the financial period 26 73.4 (15.1)
Earnings per share (pence)
Basic 13 30.0 6.1
Adjusted (basic) 13 30.0 16.9
Diluted 13 29.6 6.1
All amounts relate to continuing operations for the current and preceding financial periods.
Consolidated Statement of Total
Recognised Gains and Losses
52 weeks 52 weeks 
ended ended
30 December 31 December
2003 2002
Notes £m £m
Profit for the financial period 125.6 21.2
Actuarial loss recognised in the pension scheme 24 (3.7) (36.6)
Deferred tax attributable to actuarial loss 1.1 11.0
Currency translation differences on foreign currency net investments 0.1 0.1
Total recognised gains and losses relating to the period 123.1 (4.3) 29
30 December 31 December
2003 2002
Notes £m £m
Fixed assets
Intangible assets – goodwill 14 732.3 728.9
Tangible assets 15 101.0 99.0
Investments 16 3.6 4.4
836.9 832.3
Current assets
Stocks 18 0.4 0.3
Debtors: amounts recoverable within one year 19 15.7 14.1
Debtors: amounts recoverable after one year 19 6.2 3.0
Cash at bank and in hand 46.4 44.6
68.7 62.0
Creditors: amounts falling due within one year 20 (187 .1) (145.5)
Net current liabilities (118.4) (83.5)
Total assets less current liabilities 718.5 748.8
Creditors: amounts falling due after more than one year 21 (366.6) (470.3)
Share of net liabilities of associate 16 – (1.2)
Net assets excluding pension liability 351.9 277 .3
Pension liability 24 (31.7) (28.0)
Net assets including pension liability 320.2 249.3
Capital and reserves
Called-up share capital 25,26 42.2 42.2
Share premium account 26 311.3 311.3
Merger reserve 26 (26.1) (26.1)
Other reserves 26 2.1 2.1
Profit and loss account 26 (9.3) (80.2)
Equity shareholders’ funds 27 320.2 249.3
The financial statements were approved by the board of directors on 4 March 2004 and are signed on its behalf by:
D C I Harding T D Singer
Director Director
Consolidated Balance Sheet
as at 30 December 2003
Consolidated Balance Sheet William Hill PLC Annual Report & Accounts 2003
30
Company Balance Sheet
as at 30 December 2003
Company Balance Sheet
30 December 31 December
2003 2002
Notes £m £m
Fixed assets
Investments 16 38.2 38.2
38.2 38.2
Current assets
Debtors: amounts recoverable within one year 19 1,207 .8 868.2
Cash at bank and in hand – –
1,207 .8 868.2
Creditors: amounts falling due within one year 20 (261.6) (74.2)
Net current assets 946.2 794.0
Total assets less current liabilities 984.4 832.2
Creditors: amounts falling due after more than one year 21 (366.6) (470.3)
Net assets 617 .8 361.9
Capital and reserves
Called-up share capital 25, 26 42.2 42.2
Share premium account 26 311.3 311.3
Other reserves 26 2.1 2.1
Profit and loss account 26 262.2 6.3
Equity shareholders’ funds 617 .8 361.9
The financial statements were approved by the board of directors on 4 March 2004 and are signed on its behalf by:
D C I Harding T D Singer
Director Director 31
Consolidated Cash Flow Statement
for the 52 weeks ended 30 December 2003
Consolidated Cash Flow Statement
52 weeks 52 weeks
ended ended
30 December 31 December
2003 2002
Notes £m £m
Net cash inflow from operating activities 28 224.5 137 .3
Dividends from associate – 5.7
Returns on investments and servicing of finance 29 (22.4) (48.4)
Taxation (21.7) (9.5)
Capital expenditure and financial investment 29 (18.5) (20.4)
Acquisitions 29 (4.9) (20.8)
Equity dividends paid (38.8) (12.1)
Net cash inflow before financing 118.2 31.8
Financing 29 (116.4) (92.0)
Increase/(decrease) in cash in the period 30 1.8 (60.2) William Hill PLC Annual Report & Accounts 2003
32
A summary of the Group’s principal accounting policies, which have been applied consistently throughout the period and the preceding period is
set out below.
Basis of accounting
The financial statements have been prepared under the historical cost convention and in accordance with applicable United Kingdom accounting
standards and company law except as set out below in respect of intangible fixed assets.
Basis of consolidation
The consolidated financial statements include the audited accounts of the Company and all of its subsidiary undertakings drawn up to the same
period end as the Group.
In April 2002, shareholders of William Hill Holdings Limited (WHH) agreed to exchange their shares in WHH for shares in the Company as part
of a group reorganisation. This transaction was accounted for using merger accounting as required by Financial Reporting Standard (FRS) 6
‘ Acquisitions and mergers’. 
The results of subsidiaries acquired or sold are consolidated for the periods from the date on which control passed.
Acquisitions
On the acquisition of subsidiary undertakings and businesses the excess of the fair value of purchase consideration over the fair value of
tangible fixed assets, other assets and liabilities acquired, represents goodwill, which is accounted for in accordance with the policy set out
under intangible fixed assets. 
Intangible fixed assets
The Group’s intangible assets represent licence value, goodwill and brand value. Intangible assets such as licences and brands that are
purchased as part of a business cannot be measured reliably and are therefore subsumed within purchased goodwill in accordance with
paragraph 13 of FRS10 ‘Goodwill and Intangible Assets’. 
The Companies Act 1985 requires goodwill and intangible assets to be amortised over a finite period. The directors consider that the Group’s
intangible assets have an indefinite life due to; the fact that the Group is a significant operator in a well established market; the proven and
sustained demand for bookmaking services and greyhound racing; the operation of current law that acts as a barrier to entry for new entrants;
and the Group’s track record of successfully renewing its betting permits and licences.
Consequently, the directors consider that to amortise these assets would not provide a true and fair view and so the financial statements depart
from this specific requirement of the Companies Act 1985. If this departure from the Companies Act 1985 had not been made the profit for the
financial period would have been reduced by amortisation. The amount of this amortisation cannot be quantified because of the indefinite life of
these assets.
The non-amortisation of the intangible assets means that they are subject to annual impairment testing in accordance with FRS10 and FRS11
‘Impairment of Fixed Assets and Goodwill’. 
Tangible fixed assets
Tangible fixed assets are stated in the consolidated balance sheet at cost, less provision, if any, for impairment together with additions at cost,
less cumulative depreciation.
Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost or valuation, less estimated
residual value, of each asset on a straight-line basis over its expected useful life, as follows:
Freehold buildings – 50 years
Long leasehold properties – 50 years
Short leasehold properties – over the unexpired period of the lease
Fixtures, fittings and equipment and motor vehicles – at variable rates between 3 and 10 years
Web site development costs
Design and content development costs are capitalised only to the extent that they lead to the creation of an enduring asset delivering benefits at
least as great as the amount capitalised. If there is insufficient evidence on which to base reasonable estimates of the economic benefits that
will be generated in the period until the design and content are next updated, the costs of developing the design and content are charged to the
profit and loss account as incurred.
Statement of Accounting Policies
for the 52 weeks ended 30 December 2003
Statement of Accounting Policies 33
Statement of Accounting Policies
for the 52 weeks ended 30 December 2003
Investments
Fixed asset investments are shown at cost less provision, if any, for impairment.
Own shares held in trust, to the extent that they are used to satisfy share option schemes, are amortised over the periods of awards to which
they relate. Shares that are not yet allocated to individuals are carried at cost or marked to market value if the directors consider there has been
a permanent diminution in their value.
Associates
Shares in associated undertakings are accounted for using the equity method. The consolidated profit and loss account includes the Group’s
share of profit on ordinary activities before finance charges, attributable finance charges and attributable taxation of associated undertakings. In
the consolidated balance sheet, the investment in associated undertakings is shown as the Group’s share of net assets or liabilities of associated
undertakings and the unamortised element of goodwill relating to the acquisition of associated undertakings. Goodwill arising on the
acquisition of associates is accounted for in accordance with the policy set out under intangible fixed assets.
Stocks
Stocks represent stocks of consumables in stores and goods for resale within the greyhound stadia. They are stated at the lower of cost and net
realisable value.
Tax
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws
that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions
or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date.
Timing differences are differences between the Group’s taxable profits and its results as stated in the financial statements that arise from the
inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded
as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be
deducted.
Deferred tax is not recognised when fixed assets are sold and it is more likely than not that the taxable gain will be rolled over, being charged to
tax only if and when the replacement assets are sold.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to
reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a
non-discounted basis.
Revenue recognition and turnover
In accordance with Application Note G to Financial Reporting Standard 5 ‘Reporting the substance of transactions’, revenue is recognised under
an exchange transaction with a customer, when, and to the extent that, the Group obtains the right to consideration in exchange for its
performance.
Turnover is the revenue resulting from exchange transactions under which the Group supplies to customers the services that it is in business to
provide as set out below.
In the case of the LBO, telephone and interactive sportsbook businesses (including FOBTs, games on the online arcade and other numbers bets),
turnover represents the gross takings receivable from customers in respect of individual bets placed, on events that have occurred by the period
end.
In the case of AWPs and the online casino operation, turnover represents the net winnings (excluding VAT) from customers on gaming activity
completed by the period end.
Turnover from the online poker business reflects the net income (‘rake’) earned from poker games completed by the period end.
In the case of the greyhound stadia, turnover represents income arising from the operation of the greyhound stadia in the period, including
sales of refreshments and tote income. William Hill PLC Annual Report & Accounts 2003
34
Leases
Rental costs under operating leases are charged to the profit and loss account in equal amounts over the periods of the leases. Benefits received
and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term, except where the
period to the review date on which the rent is first expected to be adjusted to the prevailing market rate is shorter than the full lease term, in
which case the shorter period is used.
Pensions
The Group operates a defined contribution scheme and a defined benefit scheme open to eligible employees in the Group. The assets of the
schemes are held and managed separately from those of the Group.
For the defined contribution scheme the amount charged to the profit and loss account in respect of pension costs and other post-retirement
benefits represents the contributions payable in the period. Differences between contributions payable in the period and contributions actually
paid are shown as either accruals or prepayments in the balance sheet.
For the defined benefit scheme the amounts charged to operating profit are the current service costs and gains and losses on settlements and
curtailments. They are included as part of staff costs. Past service costs are recognised immediately in the profit and loss account if the benefits
have vested. If the benefits have not vested immediately, the costs are recognised over the period until vesting occurs. The interest cost and the
expected return on assets are shown as a net amount of other finance costs or income. Actuarial gains and losses are recognised immediately in
the statement of total recognised gains and losses.
Pension scheme assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit method and
discounted at a rate equivalent to the current rate of return on a high quality corporate bond of equivalent currency and term to the scheme
liabilities. The actuarial valuations are obtained at least triennially and are updated at each balance sheet date. The resulting defined benefit
asset or liability, net of the related deferred tax, is presented separately after other net assets on the face of the balance sheet.
Foreign exchange
Transactions denominated in foreign currencies are translated into sterling at the rate ruling at the date of the transaction or at an average rate.
Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rates ruling at that date.
Translation differences arising are dealt with in the profit and loss account.
The results of foreign subsidiaries are translated into sterling at the average rates of exchange and the assets and liabilities at closing rates of
exchange. Differences arising from the retranslation of opening net assets and from translating results at average rates and assets and liabilities
at closing rates are reported in the statement of total recognised gains and losses.
Finance costs
Finance costs of debt are recognised in the profit and loss account over the term of that debt at a constant rate on the carrying amount.
Debt
Debt is initially stated at the amount of the net proceeds after deduction of issue costs. The carrying amount is reduced by payments made in the
period. Accrued finance costs are included within accruals and deferred income.
Derivative financial instruments
Derivative instruments utilised by the Group are interest rate swaps. The Group does not enter into speculative derivative contracts. All such
instruments are used for hedging purposes to alter the risk profile of an existing underlying exposure of the Group in line with the Group’s risk
management policies. Amounts payable or receivable in respect of interest rate swaps are recognised as adjustments to interest expense over
the period of the contracts.
Termination payments made or received are spread over the life of the underlying exposure in cases where the underlying exposure continues
to exist. In other cases termination payments are taken to the profit and loss account.
Statement of Accounting Policies
for the 52 weeks ended 30 December 2003
Statement of Accounting Policies 1. Segmental information
The Group’s turnover, profits and operating net assets primarily arise from customers in the United Kingdom and therefore segmental
information by geographical location is not presented. 
Segmental information by distribution channel is shown below:
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Turnover
– Retail 4,751.8 2,460.4
– Telephone 570.5 489.1
– Interactive 592.6 389.3
– Other activities 30.9 26.5
5,945.8 3,365.3
Gross win
– Retail 505.6 418.9
– Telephone 56.5 50.9
– Interactive 84.9 54.9
– Other activities 7.3 3.0
654.3 527 .7
Operating profit
– Retail 152.4 111.9
– Telephone 22.2 17 .3
– Interactive 37 .1 20.5
– Other activities 0.9 0.8
– Central costs (13.8) (11.5)
198.8 139.0
– Exceptional items – (20.1)
198.8 118.9
Net assets/(liabilities)
– Retail 59.5 63.3
– Telephone (0.5) 1.4
– Interactive 1.4 (0.7)
– Other activities 6.9 4.1
– Corporate 252.9 181.2
320.2 249.3
The retail distribution channel comprises all activity undertaken in LBOs including AWPs and FOBTs. Other activities include on -course betting
and greyhound stadia operations.
35
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003
Notes to the Financial Statements 1. Segmental information (continued)
The directors believe that gross win and operating profit are more important performance metrics than turnover.
Net assets/(liabilities) have been allocated by segment where assets and liabilities can be identified with a particular channel. Corporate net
assets include goodwill, corporation and deferred tax, borrowings net of cash balances, pension liability and dividends payable as well as any
assets and liabilities that cannot be allocated to a particular channel other than on an arbitrary basis.
Turnover and operating profit amounting to £2.3m and £0.5m respectively have been consolidated into these results in respect of Team
Greyhounds (Brough Park) Limited which was acquired by the Group on 3 March 2003 (note 17).
The segmental analysis of gross win set out above is shown before deducting GPT, duty, levies, VAT and other cost of sales to arrive at gross
profit. A reconciliation from gross win to gross profit as presented in the profit and loss account is set out below:
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Gross win 654.3 527 .7
GPT, duty, levies, VAT and other cost of sales (143.2) (111.7)
Gross profit 511.1 416.0
2. Net operating expenses
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Administrative expenses 316.2 301.1
Other operating income (3.9) (4.0)
312.3 297 .1
3. Exceptional items
Exceptional operating costs are as follows:
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Management and staff bonuses crystallising on flotation – 13.4
Professional fees – 3.0
Advertising, printing and postage – 1.7
Other costs – 2.0
– 20.1
All costs were incurred in respect of the flotation of the Company. In addition, further professional fees of £12.7m were charged directly to share
premium in connection with the flotation in the 52 weeks ended 31 December 2002. 
William Hill PLC Annual Report & Accounts 2003
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003
36
Notes to the Financial Statements 37
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003
3. Exceptional items (continued)
Exceptional interest costs are as follows:
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Costs of redemption of high yield bonds – 14.2
Unamortised finance fees written off on redemption of high yield bonds – 4.7
Unamortised finance fees written off on refinancing of bank facilities – 3.7
Unamortised finance fees written off on redemption of unsecured loan notes 2009 – 6.3
Other costs – 0.1
– 29.0
Exceptional interest costs were incurred in relation to the restructuring of the Group’s finances, which was undertaken as part of the flotation
process. This encompassed the redemption of 95% of the high yield bonds, the redemption of all of the unsecured loan notes 2009 and the
negotiation of new bank facilities.
A tax credit of £11.7m was recognised in respect of the exceptional operating costs and interest costs in the 52 weeks ended 31 December 2002.
This represented the reduction in corporation tax payable arising from the deductions, which the Group expects to be able to make in respect of
these exceptional items.
4. Share of associate’s operating profit
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Share of operating profit in associated undertaking 2.9 2.4
The above represents the Group’s share of the operating profit of Satellite Information Services (Holdings) Limited (note 16). 
5. Net interest payable and similar charges
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Interest receivable:
Interest receivable 1.6 2.7
Share of associate’s net interest receivable – 0.2
Interest payable and similar charges:
Interest on bank loans and overdrafts (28.7) (26.2)
Interest on guaranteed unsecured loan notes 2005 (0.3) (0.1)
Interest on high yield bonds (0.3) (7 .9)
Interest on unsecured loan notes 2009 – (27 .1)
Share of associate’s net interest payable (0.1) –
Amortisation of finance costs (1.4) (2.2)
(29.2) (60.6)
Exceptional interest (note 3) – (29.0)
Net interest payable (29.2) (89.6) 6. Other finance (charges)/income
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Expected return on pension scheme assets 5.4 7.4
Interest on pension scheme liabilities (7 .1) (6.7)
(1.7) 0.7
7 . Profit on ordinary activities before tax
Profit on ordinary activities before tax is stated after charging/(crediting):
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Depreciation – owned assets 18.4 16.7
Hire of equipment 0.6 0.6
Operating lease charges:
– plant and machinery (including AWPs and FOBTs) 9.0 9.0 
– other 27 .8 25.7
Profit on sale of fixed assets – (0.1)
The following fees were payable to Deloitte & Touche LLP:
Audit services – statutory audit 0.3 0.2
Fees for other services:
Further assurance services 0.1 1.3
Tax services
– compliance services 0.1 0.1
– advisory services 0.3 0.2
Other services
– financial information technology – 0.6
0.5 2.2
‘Further assurance services’ in the table above includes £1.2m of consultancy fees incurred in respect of the flotation of the Company in the
52 weeks ended 31 December 2002. £0.6m also incurred in the 52 weeks ended 31 December 2002 and included in ‘Other services – financial
information technology’ above relates to consultancy fees in relation to a new financial systems implementation. 
All the above fees payable to Deloitte & Touche LLP were charged to the profit and loss account with the exception of the following amounts
incurred in the 52 weeks ended 31 December 2002:
• £0.6m in respect of financial system implementation which is included in tangible assets; and 
• £0.1m in respect of acquisition due diligence, which is included in intangible assets.
The audit fees payable to Deloitte & Touche LLP are reviewed by the Audit Committee to ensure such fees are competitive. The Committee sets
the policy for awarding non-audit work to the auditors and reviews the nature and extent of such work and related fees in order to ensure that
independence is maintained. The fees disclosed above consolidate all payments made to Deloitte & Touche LLP by the Company and its
subsidiaries.
The Group audit fee includes £10,000 (52 weeks ended 31 December 2002 – £10,000) in respect of the Company’s audit.
William Hill PLC Annual Report & Accounts 2003
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003
38
Notes to the Financial Statements 8. Staff costs
The average monthly number of persons employed, including directors, during the period was 10,726 (52 weeks ended 31 December 2002 –
10,699) all of whom are engaged in the administration and provision of betting services. Their aggregate remuneration comprised:
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Wages and salaries 139.5 130.4
Social security costs 12.9 9.8
Other pension costs (note 24) 11.2 41.5
163.6 181.7
Included in other pension costs is £3.7m (52 weeks ended 31 December 2002 – £36.6m) relating to actuarial losses, which have been charged to
the statement of total recognised gains and losses. 
The Group operates a number of Inland Revenue approved employee share option schemes (SAYE schemes) and has taken advantage of the
exemption given in UITF Abstract 17 ‘Employee share schemes’ from recognising a charge in the profit and loss account for the discount on these
options.
9. Directors’ remuneration and interests
Directors’ remuneration
Details of directors’ remuneration for the period are provided in the audited part of the Directors’ Remuneration Report on pages 18 and 19.
Directors’ interests
The directors who held office at 30 December 2003 had the following interests, including family interests, in the ordinary shares of 
William Hill PLC:
30 December 2003 31 December 2002
Non- Non-
Beneficial beneficial Beneficial beneficial
Number Number Number Number
Chairman:
John Brown 370,698 19,740 1,120,698 2,219,740
Executive directors:
David Harding –– ––
Tom Singer 7,532 – ––
Non-executive directors:
David Allvey 13,333 – 8,889 –
Barry Gibson 15,556 – 15,556 –
Charles Scott 85,817 – 32,484 53,333
No changes took place in the interests of directors between 30 December 2003 and 4 March 2004.
No director had any interest in shares in any Group company except as set out above.
Directors’ share options
Details of directors’ share options are provided in the Directors’ Remuneration Report on page 18.
39
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003 10. Tax on profit on ordinary activities
The tax charge comprises:
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
UK corporation tax at 30% 50.3 11.9
UK corporation tax – prior periods (0.8) –
Consortium relief receivable – prior periods (1.1) (1.5)
Overseas tax (0.2) –
Share of associated undertaking tax charge 0.8 0.5
Total current tax charge 49.0 10.9
Deferred tax – origination and reversal of timing differences (3.8) 0.3
Total tax on profit on ordinary activities 45.2 11.2
The effective tax rate in respect of ordinary activities before exceptional items was 26.5% (52 weeks ended 31 December 2002 – 28.1%). The tax
charge is lower than the statutory tax rate of 30% mainly due to a deferred tax credit and adjustments in respect of prior periods.
The differences between the total current tax shown above and the amount calculated by applying the standard rate of UK corporation tax to the
profit before tax is as follows:
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Profit on ordinary activities before taxation 170.8 32.4
Tax on Group profit on ordinary activities at standard UK corporation 
tax rate of 30% (52 weeks ended 31 December 2002 – 30%) 51.2 9.7
Accelerated capital allowances (0.2) (1.0)
Adjustment in respect of prior periods (2.3) (1.5)
Other short term timing differences 0.5 –
Disallowable expenses 0.8 3.7
Held over gains crystallising 0.7 –
Utilisation of tax losses (1.7) –
Total current tax charge 49.0 10.9
The Group earns its profits primarily in the UK, therefore the tax rate used for tax on profit on ordinary activities is the standard rate for UK
corporation tax, currently 30%.
William Hill PLC Annual Report & Accounts 2003
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003
40
Notes to the Financial Statements 10. Tax on profit on ordinary activities (continued)
The elements of deferred tax (assets)/liabilities shown on the balance sheet are as follows:
30 December 2003 31 December 2002
£m £m
Accelerated capital allowances (1.0) (4.7)
Held over gains 0.6 1.7
Tax losses to be recovered (5.8) –
Deferred tax asset shown in debtors (note 19) (6.2) (3.0)
Deferred tax on pension liability (note 24) (13.6) (11.9)
(19.8) (14.9)
Movement in the period:
Asset at beginning of period (14.9) (4.5)
Acquired during period – 0.3
Amount (credited)/charged to profit and loss account (3.8) 0.3
Amount credited to statement of total recognised gains and losses (1.1) (11.0)
Asset at end of period (19.8) (14.9)
The current rate of corporation tax of 30% has been used to calculate the amount of deferred tax. Provision has been made for all deferred tax
assets and liabilities in respect of accelerated capital allowances, held over capital gains and short term timing differences, arising from
transactions recognised in the financial statements of the current and previous periods. 
No provision has been made for the deferred tax liability of £2.5m (31 December 2002 – £2.3m) in respect of capital gains rolled over into non-
depreciating assets as it is the intention to retain these assets for the foreseeable future. Tax on these rolled over gains would only become
payable if the assets were sold without further rollover relief.
Deferred tax assets of £13.4m (31 December 2002 – £22.7m) in respect of carried forward tax losses have not been recognised, as it is not
expected that taxable profits will arise in the foreseeable future in the companies with the losses.
The Company has no provided or unprovided deferred tax assets or liabilities.
11. Profit attributable to William Hill PLC
The profit after tax for the period, dealt with in the financial statements of the parent company William Hill PLC, was £308.1m (52 weeks ended
31 December 2002 – £42.6m). As permitted by Section 230 of the Companies Act 1985, no separate profit and loss account is presented in respect
of the parent company.
41
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003 12. Dividends proposed and paid
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Equity shares:
– interim dividend paid 14.6 12.1
– final dividend proposed/paid 37 .6 24.2
52.2 36.3
Dividend per ordinary share (pence) 12.5 8.7
The interim dividend of 3.5p (52 weeks ended 31 December 2002 – 2.9p) was paid on 4 December 2003. The proposed final dividend of 9.0p 
(52 weeks ended 31 December 2002 – 5.8p) will be paid on 3 June 2004 to all shareholders on the register on 7 May 2004.
Under an agreement signed in November 2002, The William Hill Holdings 2001 Employee Benefit Trust, which holds 4.4m ordinary shares
representing 1% of the Company’s called-up ordinary share capital, has agreed to waive all dividends due to it.
13. Earnings per share
The basic, adjusted and diluted earnings per share are calculated based on the following data:
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Profit after tax for the financial period 125.6 21.2
Exceptional items – operating items – 20.1
Exceptional items – interest – 29.0
Exceptional items – taxation – (11.7)
Profit after tax for the financial period before exceptional items 125.6 58.6
Number (m) Number (m)
Basic weighted average number of shares 418.7 347 .6
Dilutive potential ordinary shares:
Employee share awards and options 5.3 1.7
Dilutive weighted average number of shares 424.0 349.3
The basic weighted average number of shares excludes shares held by The William Hill Holdings 2001 Employee Benefit Trust, as required by
FRS 14 ‘Earnings per share’. The effect of this is to reduce the average number of shares in the 52 weeks ended 30 December 2003 by 4.4m 
(52 weeks ended 31 December 2002 – 5.4m).
An adjusted earnings per share based on profit for the financial period before exceptional items has been presented in order to highlight the
underlying performance of the Group.
William Hill PLC Annual Report & Accounts 2003
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003
42
Notes to the Financial Statements 14. Intangible assets – goodwill
Group £m 
Cost and net book value:
At 1 January 2003 728.9
Additions (note 17) 3.4
At 30 December 2003 732.3
The Group’s intangible assets represent licence value, goodwill and brand value. Intangible assets such as licences and brands that are
purchased as part of a business cannot be measured reliably and are therefore subsumed within purchased goodwill in accordance with
paragraph 13 of FRS10 ‘Goodwill and Intangible Assets’ (see Statement of Accounting Policies). 
The Company does not own any intangible fixed assets.
15. Tangible assets
Group Fixtures,
Land and fittings and Motor
buildings equipment vehicles Total
£m £m £m £m 
Cost:
At 1 January 2003 114.1 79.9 4.3 198.3
Additions 10.0 6.3 0.9 17 .2
Acquisition of subsidiary undertaking 3.5 – – 3.5
Disposals (2.3) (0.8) (0.9) (4.0)
At 30 December 2003 125.3 85.4 4.3 215.0
Accumulated depreciation:
At 1 January 2003 36.1 60.9 2.3 99.3
Charge for the period 10.4 7 .0 1.0 18.4
Disposals (2.1) (0.8) (0.8) (3.7)
At 30 December 2003 44.4 67 .1 2.5 114.0
Net book value:
At 30 December 2003 80.9 18.3 1.8 101.0
At 31 December 2002 78.0 19.0 2.0 99.0
The net book value of land and buildings comprises:
30 December 2003 31 December 2002
£m £m
Freehold 32.5 28.2
Long leasehold 5.1 5.5
Short leasehold 43.3 44.3
80.9 78.0
43
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003 15. Tangible assets (continued)
Out of the total net book value of land and buildings, £2.3m (31 December 2002 – £2.3m) relates to administration buildings and the remainder
represents licensed betting offices. The gross value of assets on which depreciation is not provided amounts to £1.1m representing freehold land 
(31 December 2002 – £1.1m).
The Company does not own any tangible fixed assets.
16. Investments
Group Company
30 December 31 December 30 December 31 December
2003 2002 2003 2002
£m £m £m £m
Subsidiary undertakings (a) – – 38.2 38.2
Associated undertaking (b) 0.8 – – –
Own shares held under trust (c) 2.8 4.4 – –
3.6 4.4 38.2 38.2
(a) Subsidiary undertakings
Company £m 
Cost:
At 1 January 2003 and 30 December 2003 38.2
It is the opinion of the directors that the total value of the Company’s investment in its subsidiaries is not less than the amounts at which they
are stated in the balance sheet. 
The principal subsidiaries of the Company, their country of incorporation, ownership of their share capital and the nature of their trade are listed
below:
Proportion of all 
classes of issued 
Country of share capital owned 
Directly owned: incorporation by the Company Nature of trade
William Hill Holdings Limited Great Britain 100% Holding company
Held through intermediate companies:
William Hill Investments Limited Great Britain 100% Holding company
Will Hill Limited Great Britain 100% Holding company
Windsors (Sporting Investments) Limited Great Britain 100% Holding company
Camec Limited Great Britain 100% Betting services
William Hill Organization Limited Great Britain 100% Betting services 
William Hill (Course) Limited Great Britain 100% Betting services
William Hill Credit Limited Great Britain 100% Betting services
William Hill (North Eastern) Limited Great Britain 100% Betting services
William Hill (North Western) Limited Great Britain 100% Betting services
William Hill (Southern) Limited Great Britain 100% Betting services
William Hill (Football) Limited Great Britain 100% Betting services
William Hill (Strathclyde) Limited Great Britain 100% Betting services
William Hill PLC Annual Report & Accounts 2003
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003
44
Notes to the Financial Statements 16. Investments (continued)
Proportion of all 
classes of issued 
Country of share capital owned 
Held through intermediate companies: incorporation by the Company Nature of trade
William Hill (Caledonian) Limited Great Britain 100% Betting services
William Hill (Grampian) Limited Great Britain 100% Betting services
William Hill (London) Limited Great Britain 100% Betting services
William Hill (Midlands) Limited Great Britain 100% Betting services
William Hill (Scotland) Limited Great Britain 100% Betting services
William Hill (Western) Limited Great Britain 100% Betting services
William Hill (Essex) Limited Great Britain 100% Betting services
Camec (Provincial) Limited Great Britain 100% Betting services
Camec (Scotland) Limited Great Britain 100% Betting services
Camec (Southern) Limited Great Britain 100% Betting services
Laystall Limited Great Britain 100% Betting services
Brooke Bookmakers Limited Great Britain 100% Betting services
James Lane Group Limited Great Britain 100% Betting services
The Regal Sunderland Stadium Limited Great Britain 100% Greyhound stadium
operation
Team Greyhounds (Brough Park) Limited Great Britain 100% Greyhound stadium
operation
William Hill Casino NV Curacao 100% On-line casino
William Hill Online NV Curacao100% On-line casino
The proportion of voting rights held is the same as the proportion of shares held.
A full list of the Company’s subsidiaries will be appended to the Company’s Annual Return.
(b) Associated undertaking
Group Provision for Share of net
impairment (liabilities)/
Goodwill of goodwill assets Total
£m £m £m £m
Cost:
At 1 January 2003 24.0 (24.0) (1.2) (1.2)
Share of profit before taxation – – 2.8 2.8
Share of taxation – – (0.8) (0.8)
At 30 December 2003 24.0 (24.0) 0.8 0.8
At 30 December 2003 William Hill Organization Limited, a principal subsidiary of the Company, held an investment of 19% of the ordinary share
capital of Satellite Information Services (Holdings) Limited (SIS), a company incorporated in Great Britain. The investment has been accounted
for as an associated undertaking using the net equity method and the change in the Group’s share of its net (liabilities)/assets is shown above.
The SIS group of companies provides real time pre-event information and results, as well as live coverage of horse racing, greyhound racing and
certain numbers draws, via satellite. The statutory financial statements of SIS are prepared to the year ending 31 March. The consolidated figures
above are based on management accounts for the calendar year 2003.
45
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003 16. Investments (continued)
A provision was made in 1999 against goodwill relating to the acquisition of shares in SIS to recognise impairment in the carrying value.
William Hill Organization Limited holds directly or indirectly 33% of the entire share capital of Lucky Choice Limited and of 4 9’s Limited. These
companies were formed for the purpose of promoting and publicising certain numbers betting formats. In the opinion of the directors, the
results of these companies are not material to the results of the Group. Consequently, the investments have been stated at cost and have not
been accounted for under the net equity method, which would normally be appropriate for an associated undertaking.
(c) Own shares held under trust
Group £m
At 1 January 2003 4.4
Amortisation of shares (1.6)
At 30 December 2003 2.8
On 1 August 2001, the Company’s subsidiary, William Hill Holdings Limited established the William Hill Holdings 2001 Employee Benefit Trust
(Trust). The Trust was established to promote future incentive arrangements for employees.
The Trust held 4,358,541 ordinary shares in the Company at 30 December 2003 (31 December 2002 – 4,364,209 ordinary shares). The market
value of these shares, which are listed on the London Stock Exchange was £18.7m at 30 December 2003. Dividends on these shares are waived.
Expenses incurred by the Trust are settled directly by the Group.
Details are given in the Directors’ Remuneration Report on page 16 of the Executive Director Incentive Plan (EDIP) and Long Term Incentive Plan
(LTIP). At 30 December 2003, options had been granted over 1,833,333 shares under the provisions of the EDIP and 1,749,011 under the
provisions of the LTIP , which will be satisfied by shares held in the Trust.
The Group will adopt UITF Abstract 38 ‘ Accounting for ESOP trusts’ and the related amendments to Abstract 17 ‘Employee share schemes’ in its
financial statements in 2004. Although not required, if the Group had adopted these abstracts in its 2003 financial statements, the charges for
amortisation of shares in connection with the EDIP and LTIP would have increased by £1.3m.
17 . Acquisition of investments
On 3 March 2003, the Group acquired all of the issued share capital of Team Greyhounds (Brough Park) Limited (‘Brough Park’) for total cash
consideration of £5.7m including costs of £0.1m. The capitalised goodwill on this transaction was £3.4m. This goodwill is subject to an annual
impairment review in accordance with FRS 10 and FRS 11.
Brough Park earned a profit after taxation of £0.4m in the 52 week period ended 30 December 2003 (year ended 31 December 2002 – £0.4m), of
which £0.1m arose in the period from 1 January 2003 to 2 March 2003. The summarised profit and loss account for the period 1 January 2003 to
2 March 2003, shown on the basis of the accounting policies of Brough Park prior to the acquisition, is as follows:
£m 
Turnover 0.5
Profit on ordinary activities before tax 0.1
Tax on profit on ordinary activities –
Profit on ordinary activities after tax 0.1
There were no other recognised gains or losses in the period.
William Hill PLC Annual Report & Accounts 2003
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003
46
Notes to the Financial Statements 17 . Acquisition of investments (continued)
The following table sets out the book values of the identifiable assets and liabilities of Brough Park acquired during the period and their fair
value to the Group:
Book Fair value Fair value 
values adjustments to Group
£m £m £m 
Fixed assets
Intangible – goodwill – 3.4 3.4
Tangible 2.7 0.8 3.5
Current assets
Debtors and prepayments 0.1 – 0.1
Cash 0.8 – 0.8
Total assets 3.6 4.2 7 .8
Creditors
Bank loans (1.6) – (1.6)
Creditors and accruals (0.5) – (0.5)
Total liabilities (2.1) – (2.1)
Net assets 1.5 4.2 5.7
Satisfied by:
Cash consideration 5.7
The £3.4m fair value adjustment to intangible assets represents purchased goodwill in respect of the acquisition of Brough Park. The fair value
adjustment of £0.8m to tangible assets results from a review of the carrying value of the Brough Park stadium, which was valued at depreciated
replacement cost at the date of acquisition in accordance with FRS 7 ‘Fair values in acquisition accounting’. 
No reorganisation costs have been incurred in respect of this acquisition.
Net cash outflows in respect of the acquisition comprised:
£m 
Cash consideration 5.7
Cash at bank and in hand acquired (0.8)
4.9
18. Stocks
30 December 2003 31 December 2002
£m £m
Raw materials, consumables and bar stocks 0.4 0.3
The Company does not hold any stocks.
47
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003 19. Debtors
Group Company
30 December 31 December 30 December 31 December
2003 2002 2003 2002
£m £m £m £m
Trade debtors 2.7 1.9 – –
Amounts owed by Group undertakings – – 1,207 .8 868.2
Deferred taxation (note 10) 6.2 3.0 – –
Other debtors 3.5 1.5 – –
Prepayments 9.5 10.7 – –
21.9 17 .1 1,207 .8 868.2
Amounts falling due after more than one year included above are:
Group Company
30 December 31 December 30 December 31 December
2003 2002 2003 2002
£m £m £m £m
Deferred taxation (note 10) 6.2 3.0 – –
20. Creditors: amounts falling due within one year
Group Company
30 December 31 December 30 December 31 December
2003 2002 2003 2002
Note £m £m £m £m
Bank loans 22(a) 39.6 39.6 39.6 39.6
Guaranteed unsecured loan notes 2005 22(b) 6.3 8.4 – –
High yield bonds 22(c) – 7.7 – –
Trade creditors 18.2 14.8 – –
Amounts owed to Group undertakings – – 177 .4 9.8
Corporation tax 35.2 8.5 – –
Other taxation including social security 12.9 9.2 1.3 0.4
Other creditors 3.2 3.1 – –
Accruals and deferred income 34.1 30.0 5.7 0.2
Proposed dividend 37 .6 24.2 37 .6 24.2
187 .1 145.5 261.6 74.2
Included in trade creditors is an amount of £8.6m (31 December 2002 – £6.8m) in respect of amounts due to clients, representing deposits
received and customer winnings. This is offset by an equivalent amount of client funds held, which are included in cash at bank and in hand.
William Hill PLC Annual Report & Accounts 2003
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003
48
Notes to the Financial Statements 21. Creditors: amounts falling due after one year
Group Company
30 December 31 December 30 December 31 December
2003 2002 2003 2002
Note £m £m £m £m
Bank loans 22(a) 366.6 470.3 366.6 470.3
22. Borrowings
(a) Bank loans
30 December 2003 31 December 2002
£m £m
Less than one year 40.0 40.0
One to two years 50.0 50.0
Two to five years 320.0 425.0
410.0 515.0
Less: expenses relating to loan (3.8) (5.1)
406.2 509.9
Less: included in creditors: amounts falling due in less than one year (note 20) (39.6) (39.6)
366.6 470.3
At 30 December 2003, the Group has a total bank facility of £660m available to it, split into two tranches:
– Tranche A comprising a term loan of £210m repayable over the next three years, £40m of which was repaid on 31 December 2003;
– Tranche B comprising a revolving facility of £450m effective until 28 May 2007 .
Mandatory repayments are required to be made under the terms of the loan documentation, including, but not limited to, the net proceeds of
certain asset sales. The maturity profile above is analysed on the basis of calendar years from the balance sheet date. 
The bank facilities bear interest at a variable margin of between 0.7% and 1.45% above LIBOR, dependent on certain financial ratios. The
applicable margin at 30 December 2003 was 0.8%. 
The Group had the following interest rate hedging arrangements at 30 December 2003 under which the LIBOR element of the interest payable is
swapped for fixed rate payments:
– Two amortising interest rate swaps, each for a notional principal of £35.0m at 30 December 2003 reducing to £12.5m by 23 December
2004 and expiring on 23 June 2006. The average fixed rate to be paid under these swaps is 5.11725%;
– Four amortising interest rate swaps, each for a notional principal of £63.8m at 30 December 2003 reducing to £26.3m by 30 September
2006 and expiring on 31 December 2006. The average fixed rate to be paid under these swaps is 5.35%.
A commitment fee of half the applicable margin is payable on the undrawn element of the revolving facility. The revolving facility drawn down at
30 December 2003 was £200.0m (31 December 2002 – £305.0m).
The total facility is secured by guarantees given by the Company and certain of its subsidiaries.
49
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003 22. Borrowings (continued)
(b) Guaranteed unsecured loan notes 2005
30 December 2003 31 December 2002
£m £m
Less than one year 6.3 8.4
As part of the acquisition of The Regal Sunderland Stadium Limited, guaranteed unsecured loan notes 2005 (2005 Notes) of £8.4m were issued
by the Group to the vendors. Holders of the 2005 Notes may require the Group to redeem them at par on 1 July 2003 and thereafter on any
interest payment date falling prior to 31 March 2005, by giving 30 days written notice. Unless previously redeemed the 2005 Notes will be
redeemed by the Group on 31 March 2005 at par. During the period, £2.1m of the 2005 Notes were redeemed. 
Interest payable relating to the 2005 Notes is paid quarterly and is set at 0.5% above base lending rate.
(c) High yield bonds
30 December 2003 31 December 2002
£m £m
Less than one year – 7.7
The Group redeemed its outstanding high yield bonds and paid all interest due thereon on 30 April 2003.
(d) Overdraft facility
At 30 December 2003, the Group had an overdraft facility with National Westminster Bank plc of £5m (31 December 2002 – £5m). The balance at
30 December 2003 was £nil (31 December 2002 – £nil).
23. Derivatives and other financial instruments
The operating and financial review provides an explanation of the role that financial instruments have had during the period in creating or
changing the risks that the Group faces in its activities. The explanation summarises the objectives and policies for holding or issuing financial
instruments and similar contracts, and the strategies for achieving those objectives that have been followed during the period.
The numerical disclosures in this note deal with financial assets and financial liabilities as defined in FRS 13 ‘Derivatives and other financial
instruments: disclosures’. For this purpose, certain financial assets such as investments in subsidiary and associated companies are excluded
from the scope of these disclosures. As permitted by FRS 13, short-term debtors and creditors have also been excluded from the disclosures,
other than the currency disclosures. Borrowings are included gross of the related expenses.
(a) Interest rate risk – financial assets
Financial assets comprise cash at bank and in hand. Interest on floating rate financial assets is based on the overnight deposit rate available in
the money markets.
Financial assets at 30 December 2003: 
Non-
Floating interest
rate bearing
financial financial
Total assets assets
£m £m £m
Currency:
Sterling 42.2 28.8 13.4
Other currencies 4.2 2.0 2.2
46.4 30.8 15.6
William Hill PLC Annual Report & Accounts 2003
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003
50
Notes to the Financial Statements 23. Derivatives and other financial instruments (continued)
Financial assets at 31 December 2002: 
Non-
Floating interest
rate bearing
financial financial
Total assets assets
£m £m £m
Currency:
Sterling 40.7 33.3 7 .4
Other currencies 3.9 – 3.9
44.6 33.3 11.3
(b) Interest rate risk – financial liabilities
Financial liabilities at 30 December 2003 (after taking into account interest rate swaps): 
Fixed rate financial
liabilities
Weighted
Floating Weighted average
rate Fixed rate average period for
financial financial interest which rate
Total liabilities liabilities rate is fixed
£m £m £m % Years
Currency:
Sterling 416.3 91.3 325.0 6.1 3
Financial liabilities at 31 December 2002 (after taking into account interest rate swaps): 
Fixed rate financial
liabilities
Weighted
Floating Weighted average
rate Fixed rate average period for
financial financial interest which rate
Total liabilities liabilities rate is fixed
£m £m £m % Years
Currency:
Sterling 531.1 133.4 397 .7 6.6 4
Further details of interest rates on long term borrowings and interest rate swaps are given in note 22. Three month LIBOR is the benchmark rate
for determining interest payments on the floating rate financial liabilities.
(c) Currency exposures
The main functional currency of the Group is sterling. A number of transactions are conducted in other currencies which give rise to monetary
assets and liabilities denominated in other currencies. None of these currency amounts is considered material enough to disclose separately.
51
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003 23. Derivatives and other financial instruments (continued)
Net foreign currency monetary assets at 30 December 2003:
Other 
Sterling currencies Total
£m £m £m
Currency:
Sterling – 1.5 1.5
Other currencies – – –
– 1.5 1.5
Net foreign currency monetary assets/(liabilities) at 31 December 2002: 
Other 
Sterling currencies Total
£m £m £m
Currency:
Sterling – 1.6 1.6
Other currencies (0.4) – (0.4)
(0.4) 1.6 1.2
(d) Liquidity
The maturity profile of the Group’s financial liabilities at 30 December 2003 was as follows:
Guaranteed
High unsecured
Bank yield loan notes
Total loans bonds 2005
£m £m £m £m
Amounts falling due in:
One year or less, or on demand 46.3 40.0 – 6.3
More than one year but not more than two years 50.0 50.0 – –
More than two years but not more than five years 320.0 320.0 – –
416.3 410.0 – 6.3
The maturity profile of the Group’s financial liabilities at 31 December 2002 was as follows:
Guaranteed
High unsecured
Bank yield loan notes
Total loans bonds 2005
£m £m £m £m
Amounts falling due in:
One year or less, or on demand 56.1 40.0 7 .7 8.4
More than one year but not more than two years 50.0 50.0 – –
More than two years but not more than five years 425.0 425.0 – –
531.1 515.0 7 .7 8.4
William Hill PLC Annual Report & Accounts 2003
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003
52
Notes to the Financial Statements 23. Derivatives and other financial instruments (continued)
The Group had the following undrawn committed borrowing facilities at 30 December 2003 and 31 December 2002:
30 December 2003 31 December 2002
£m £m
Expiry date:
One year or less, or on demand – –
More than one year but not more than two years – –
More than two years but not more than five years 250.0 145.0
250.0 145.0
(e) Fair value of financial assets and liabilities as at 30 December 2003 and 31 December 2002
30 December 2003 31 December 2002
Book value Fair value Book value Fair value
£m £m £m £m
Primary financial instruments held or issued to finance the Group’s operations:
Cash 46.4 46.4 44.6 44.6
Current portion of long term borrowings (46.3) (46.3) (56.1) (56.8)
Long term borrowings (370.0) (370.0) (475.0) (475.0)
Derivative financial instruments held to manage the interest rate profile:
Interest rate swaps – (4.8) – (10.0)
Market value has been used to determine the fair value of listed debt. Derivative pricing models have been used to calculate th e fair values of
interest rate swaps. There is no significant difference between book and fair value of the Group’s bank facilities and other borrowings.
53
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003 23. Derivatives and other financial instruments (continued)
(f) Hedging
As explained in the Operating and Financial Review, the Group’s policy is to substantially hedge its interest rate exposure using interest rate
swaps.
Gains and losses on instruments used for hedging are not recognised until the expense being hedged is itself recognised. Total net
unrecognised gains and losses on instruments used for hedging and the movements therein are as follows:
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Unrecognised gains and losses on hedges at beginning of period (10.0) 0.3
Gains and losses arising in previous periods that were recognised 
in the period 5.6 (3.3)
Gains and losses arising before beginning of period that were not
recognised in the period (4.4) (3.0)
Gains and losses arising in the period that were not recognised
in the period (0.4) (7 .0)
Unrecognised gains and losses on hedges at the end of period (4.8) (10.0)
Gains and losses expected to be recognised in the next financial period (3.5) (3.4)
Gains and losses expected to be recognised after the next financial period (1.3) (6.6)
24. Pensions 
The Group operates a number of defined contribution and defined benefit pension schemes in the United Kingdom. The respective costs of these
schemes are as follows:
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Defined contribution scheme (charged to operating profit) 0.6 0.5
Defined benefit scheme (charged to operating profit) 5.2 5.1
Defined benefit scheme (charged/(credited) to other finance income) 1.7 (0.7)
Defined benefit scheme (charged to statement of total recognised gains and losses) 3.7 36.6
11.2 41.5
At 30 December 2003, company contributions of £nil (31 December 2002 – £nil) remain outstanding in respect of the defined contribution
scheme.
William Hill PLC Annual Report & Accounts 2003
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003
54
Notes to the Financial Statements 24. Pensions (continued)
Defined benefit scheme:
A full actuarial valuation was carried out at 31 October 2001 and updated to 30 December 2003 by a qualified independent actuary. The major
assumptions used by the actuary were:
30 December 31 December 1 January 
2003 2002 2002
Rate of increase of salaries 3.75% 3.25% 3.50%
Rate of increase in pensions in payment 2.75% 2.25% 2.50%
Discount rate 5.50% 5.50% 5.75%
Inflation assumption 2.75% 2.25% 2.50%
The assets in the scheme and their expected rate of return were as follows:
30 December 2003 31 December 2002 1 January 2002
Expected Expected Expected
return Value return Value return Value
%£m %£m % £m
Equities 6.10% 102.4 5.85% 85.1 6.35% 113.6
Bonds and cash 4.90% 10.4 5.50% 6.3 – –
Total market value of assets 112.8 91.4 113.6
Present value of scheme liabilities (158.1) (131.3) (116.7)
Deficit in scheme (45.3) (39.9) (3.1)
Related deferred tax asset (note 10) 13.6 11.9 0.9
Net pension liability (31.7) (28.0) (2.2)
The contribution rate for 2003 was 17% of pensionable earnings. This rate is subject to regular review. For 2004 the intention is to maintain the
contribution rate at 17% of pensionable earnings to meet the cost of pension provision. In addition the Group made an additional contribution
of £3.5m to the scheme in February 2004 to help to reduce the deficit. 
The scheme is closed to new members and has been replaced by a defined contribution scheme, which is open to eligible joiners.
Analysis of the amount charged to operating profit:
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Current service cost 4.9 5.0
Past service cost 0.3 0.1
Total operating charge 5.2 5.1
55
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003 24. Pensions (continued)
Analysis of the amount charged/(credited) to other finance charges/(income):
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Expected return on pension scheme assets (5.4) (7 .4)
Interest on pension scheme liabilities 7.1 6.7
Net return 1.7 (0.7)
Analysis of the amount recognised in statement of total recognised (gains) and losses (STRGL):
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Actual return less expected return on pension scheme assets (13.1) 35.0
Experience gains and losses arising on the scheme liabilities 2.1 1.4
Changes in assumptions underlying the present value of the scheme 14.7 0.2
3.7 36.6
Movement in deficit during the period:
30 December 2003 31 December 2002
£m £m
Deficit in scheme at beginning of period (39.9) (3.1)
Movement in period:
Current service cost (4.9) (5.0)
Contributions 5.2 4.2
Past service costs (0.3) (0.1)
Other finance (charges)/income (1.7) 0.7
Actuarial losses (3.7) (36.6)
Deficit in scheme at end of period (45.3) (39.9)
William Hill PLC Annual Report & Accounts 2003
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003
56
Notes to the Financial Statements 24. Pensions (continued)
History of experience gains and losses:
52 weeks 52 weeks 53 weeks 52 weeks 
ended ended ended ended 
30 December 31 December 1 January 26 December
2003 2002 2002 2000
Difference between the expected and actual return on scheme assets:
Amount (£m) 13.1 (35.0) (23.5) (17 .8)
% of scheme assets 12% (38%) (20%) (14%)
Experience gains and losses on scheme liabilities:
Amount (£m) (2.1) (1.4) 3.3 6.7
% of the present value of the scheme liabilities (1%) (1%) 3% 7%
Total amount recognised in STRGL:
Amount (£m) (3.7) (36.6) (28.8) (10.9)
% of the present value of the scheme liabilities (2%) (28%) (24%) (11%)
25. Called up share capital
30 December 2003 31 December 2002
Number of Number of
shares £m shares £m
Authorised:
Ordinary shares of 10p each 800,000,000 80.0 800,000,000 80.0
Called-up, allotted and fully paid:
Ordinary shares of 10p each 421,811,111 42.2 421,811,111 42.2
Share options
Options have been granted under the following share option schemes to subscribe for ordinary shares of the Company as shown below:
Number of
shares under
option Price per share Exercise period
SAYE 2002 4,803,068 £1.80 Between 2005 and 2010
Float bonus 945,432 – 5 years following
announcement of the 2003
financial year’s results
Executive Directors’ Incentive Plan 1,833,333 – Between 2003 and 2008
Long Term Incentive Plan 1,749,011 – Between 2006 and 2013
SAYE 2003 1,262,604 £1.76 Between 2006 and 2011
57
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003 26. Reserves
Share Profit
Share premium Merger Other and loss
capital account reserve reserves account Total
£m £m £m £m £m £m
Group:
At 1 January 2003 42.2 311.3 (26.1) 2.1 (80.2) 249.3
Retained profit for the financial period –––– 73.4 73.4
Actuarial loss recognised in the pension scheme –––– (3.7) (3.7)
Deferred tax arising thereon –––– 1.1 1.1
Currency translation differences on foreign
currency net investments –––– 0.1 0.1
At 30 December 2003 42.2 311.3 (26.1) 2.1 (9.3) 320.2
Company:
At 1 January 2003 42.2 311.3 – 2.1 6.3 361.9
Retained profit for the financial period –––– 255.9 255.9
At 30 December 2003 42.2 311.3 – 2.1 262.2 617 .8
Profit and loss reserve:
30 December 2003 31 December 2002
£m £m
Profit and loss account excluding pension liability 22.4 (52.2)
Pension liability (31.7) (28.0)
Profit and loss account including pension liability (9.3) (80.2)
William Hill PLC Annual Report & Accounts 2003
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003
58
Notes to the Financial Statements 27 . Reconciliation of movements in equity shareholders’ funds
30 December 2003 31 December 2002
£m £m
Profit for the financial period 125.6 21.2
Other recognised gains and losses relating to the period (net) (2.5) (25.5)
123.1 (4.3)
Dividends (52.2) (36.3)
Issue of share capital including share premium – 340.0
Redemption of preference shares – (1.0)
Share issue costs – (12.7)
Shares to be issued – 2.1
Profit on sale of shares realised by Employee Benefit Trust – 2.2
Net addition to equity shareholders’ funds 70.9 290.0
Opening equity shareholders’ funds/(deficit) 249.3 (40.7)
Closing equity shareholders’ funds 320.2 249.3
28. Reconciliation of operating profit to net cash inflow from operating activities
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Operating profit 198.8 118.9
Depreciation 18.4 16.7
Profit on sale of fixed assets – (0.1)
Amortisation of EDIP and L TIP 1.6 0.7
Increase in debtors (1.5) (2.6)
Increase in creditors 7.2 0.8
Cost of shares to be issued – 2.1
Defined benefit pension cost less cash contributions – 0.8
Net cash inflow from operating activities 224.5 137 .3
The Brough Park acquisition contributed £0.6m to net cash inflow from operating activities in the period between 3 March 2003 (date of
acquisition) and 30 December 2003. No other significant cash flows were created by this acquisition in this period.
59
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003 29. Analysis of cash flows
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Returns on investments and servicing of finance:
Interest received 1.6 2.7
Interest paid (24.0) (36.9)
Exceptional interest cash outflow – (14.2)
Net cash outflow (22.4) (48.4)
Capital expenditure and financial investment:
Purchase of fixed assets (18.8) (20.8)
Sale of tangible fixed assets 0.3 0.4
Net cash outflow (18.5) (20.4)
Acquisitions:
Purchase of subsidiary undertaking (5.7) (21.7)
Net cash acquired with subsidiary undertaking 0.8 0.9
Net cash outflow (4.9) (20.8)
Financing:
Issue of ordinary shares – 340.0
Expenses of issue of ordinary shares – (12.7)
Redemption of preference shares – (1.0)
Sale proceeds of Employee Benefit Trust share sale – 5.2
New borrowings net of finance costs – 519.0
Loan facilities repaid (116.4) (942.5)
Net cash outflow (116.4) (92.0)
William Hill PLC Annual Report & Accounts 2003
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003
60
Notes to the Financial Statements 30. Analysis and reconciliation of net debt
Acquisitions
(excluding Other
1 January cash and non-cash 30 December
2003 Cash flow overdrafts) items 2003
£m £m £m £m £m
Analysis of net debt
Cash at bank and in hand 44.6 1.8 – – 46.4
Debts due within one year (55.7) 11.4 (1.6) – (45.9)
Debts due after more than one year (470.3) 105.0 – (1.3) (366.6)
Total (481.4) 118.2 (1.6) (1.3) (366.1)
Other non-cash items of £1.3m comprise amortised debt issue costs. 
52 weeks ended 52 weeks ended
30 December 2003 31 December 2002
£m £m
Increase/(decrease) in cash in the period 1.8 (60.2)
Cash outflow from decrease in net debt 116.4 423.4
Change in net debt resulting from cash flows 118.2 363.2
Loans acquired (1.6) –
Issue of guaranteed unsecured loan notes 2005 to acquire
The Regal Sunderland Stadium Limited – (8.4)
Accrued interest on unsecured loan notes 2009 – (27 .1)
Debt issue costs written off and amortised (1.3) (17 .0)
115.3 310.7
Opening net debt (481.4) (792.1)
Closing net debt (366.1) (481.4)
31. Financial commitments
The Group had capital commitments as follows:
30 December 2003 31 December 2002
£m £m
Contracted but not provided for 7.8 7.9
The Company had no capital commitments at 30 December 2003 (31 December 2002 – £nil).
61
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003 31. Financial commitments (continued)
The Group has annual commitments under non-cancellable operating leases, which fall due as follows:
30 December 2003 31 December 2002
Land and Land and
buildings Other buildings Other
£m £m £m £m
Payments due within one year for leases which expire:
Within one year 2.8 3.7 2.6 –
Between two and five years 5.5 4.5 4.5 10.4
After five years 18.9 – 20.4 –
Total 27 .2 8.2 27 .5 10.4
The Company had no commitments under non-cancellable operating leases at 30 December 2003 (31 December 2002 – £nil).
32. Contingent liabilities
At 30 December 2003 the Group has given a guarantee to third parties in respect of the rental of office premises on behalf of Satellite
Information Services Limited, a subsidiary of SIS. The guarantees are given by Camec Limited but it has an indemnity from other parties for each
of those parties’ proportion of the liability. The guarantees are to the value of:
30 December 2003 31 December 2002
£m £m
Guarantees 0.4 0.6
33. Post balance sheet events
On 31 December 2003, the Company repaid £40.0m due under the provisions of its term loan agreement.
34. Related party transactions
The Company is taking advantage of the exemption granted by paragraph 3(c) of FRS 8 ‘Related Party Disclosures’ not to disclose transactions
with companies within the Group which are related parties.
During the period the Group made purchases of £16.7m (52 weeks ended 31 December 2002 – £15.0m) from Satellite Information Services
Limited, a subsidiary of the Group’s associated undertaking, SIS. At 30 December 2003 the amount payable to Satellite Information Services
Limited by the Group was £nil (31 December 2002 – £nil). The Group also surrendered tax losses during the period for £1.1m (52 weeks ended
31 December 2002 – £1.5m) via consortium relief to its associated undertaking. The amount owed to the Group in respect of these losses at 30
December 2003 was £nil (31 December 2002 – £nil).
Monitoring fees of £nil (52 weeks ended 31 December 2002 – £0.1m) payable to Cinven Limited and CVC Capital Partners Europe Limited were
charged in the period and £nil has been included in accruals and deferred income in the balance sheet at 30 December 2003 (31 December 2002
– £nil).
As part of the refinancing transactions accompanying the flotation, on 17 June 2002 the Group redeemed £494.4m of unsecured loan notes 2009,
being £247 .2m to each of certain funds and investors managed or advised by Cinven Limited and CVC Capital Partners, who were shareholders of
the Company.
William Hill PLC Annual Report & Accounts 2003
Notes to the Financial Statements
for the 52 weeks ended 30 December 2003
62
Notes to the Financial Statements 2003 2002 2001 2000 1999
£m £m £m £m £m
Summarised results:
Turnover 5,945.8 3,365.3 2,452.2 2,042.4 1,877 .9
Operating profit before exceptional items
(including associates) 201.7 141.4 112.0 84.6 74.4
Operating profit after exceptional items
(including associates) 201.7 121.3 112.0 84.6 73.2
Profit/(loss) on ordinary activities after
exceptional items and before taxation 170.8 32.4 27 .3 3.0 (59.0)
Profit/(loss) for the financial period 125.6 21.2 18.4 0.9 (56.2)
Summarised balance sheets: 
Assets employed:
Fixed assets 836.9 832.3 804.1 788.4 784.4
Net current (liabilities)/assets (118.4) (83.5) 8.6 14.6 (2.0)
Creditors: amounts falling due after more
than one year (366.6) (470.3) (851.2) (860.0) (836.8)
Share of net liabilities of associate – (1.2) – (1.0) (4.9)
Pension (liability)/asset (31.7) (28.0) (2.2) 18.7 26.6
Net assets/(liabilities) 320.2 249.3 (40.7) (39.3) (32.7)
Financed by:
Shareholders’ funds/(deficit) 320.2 249.3 (40.7) (39.3) (32.7)
Key statistics:
† EBITDA (£m) 220.1 158.1 128.6 98.6 87 .5
* Basic earnings/(loss) per share (pre-exceptionals) 30.0p 16.9p 6.9p 0.3p (0.8)p
* Diluted earnings/(loss) per share (pre-exceptionals) 29.6p 16.8p 6.9p 0.3p (0.8)p
Dividends per share 12.5p 8.7p – – –
Share price – high £4.30 £2.87–––
Share price – low £1.93 £1.96–––
† EBITDA represents profit on ordinary activities before finance charges, tax, depreciation and amortisation and excludes exceptional items
and impairment of goodwill.
* Earnings per share figures for 2000 and 1999 are based on a notional weighted average number of shares of 270.7m.
63
Five year summary amusement with prize electronic slot machines into which customers insert coins to play games of chance; current UK regulations
machines or AWPs allow up to two AWPs in each LBO, each of which can pay cash prizes of up to £25
BAGS Bookmakers Afternoon Greyhound Services Limited, a non profit making company set up by various
bookmakers, including William Hill
Company William Hill PLC
DCMS Department of Culture, Media and Sport
FOBTs Fixed odds betting terminals, being self service terminals situated in LBOs offering fixed odds bets
Gambling Bill Proposed legislation regarding the modernisation of the laws relating to betting and gaming within the UK
Gaming Board The Gaming Board for Great Britain, the regulatory body for casinos, bingo clubs, gaming machines and
larger lotteries (including all local lotteries but excluding the National Lottery)
gross profit tax or GPT a duty charged by the UK Government of 15% of a bookmaker’s gross win, introduced in October 2001
gross win total customer stakes less customer winnings
horse racing levy a levy attributable to bets taken on horse racing and payable to the Horserace Betting Levy Board, primarily
for purposes of augmenting the prize money available for winning horses and providing certain racecourse
amenities
LBO licensed betting office
SIS Satellite Information Services (Holdings) Limited or its subsidiary Satellite Information Services Limited, as
the context requires
sportsbook bets accepted on sporting and other events
William Hill or the Group the Company and its subsidiaries, or any of them, as the context may require
William Hill PLC Annual Report & Accounts 2003
64
Glossary Notice is hereby given that the Annual General Meeting of shareholders of William Hill PLC will be held at the New Connaught Rooms, Covent
Garden Exhibition Centre, 61-65 Great Queen Street, London WC2B 5DA on Monday 17 May, 2004 at 11.00 am. Each of the resolutions numbered
1-7 (inclusive) to be considered at the meeting will be ordinary business and each of the resolutions numbered 8-13 (inclusive) will be special
business:
1. To receive the directors’ report and accounts for the fifty-two weeks ended 30 December 2003.
2. To approve the Directors’ Remuneration Report
(1)
.
3. To declare a final dividend of 9.0p for each ordinary share
(2)
.
To elect the following directors who offer themselves for re-election under the Company’s Articles of Association
(3)
:
4.David Allvey.
5.Barry Gibson.
6.To re-appoint Deloitte & Touche LLP as auditors of the Company until the conclusion of the next Annual General Meeting of the Company at
which accounts are laid.
7.To authorise the directors to determine the remuneration of the auditors of the Company.
8. To consider the following as an ordinary resolution:
“That the rules of the 2004 Senior Management Operating Bonus Scheme, the William Hill Executive Director Incentive Plan, the William
Hill Long Term Incentive Plan and the William Hill SAYE Share Option Schemes, the amended draft rules of which are produced to this
meeting and signed by the Chairman for the purposes of identification, be amended in the manner described on page 14 to enable share
options and awards under these arrangements to be satisfied using treasury shares and that the Directors be authorised to take all actions
which they consider necessary or expedient in connection with the implementation of the amendments.”
9.To consider the following as an ordinary resolution:
(a) “That in place of the authority given by way of the special resolution of the Company dated 28 May 2002, the directors be generally and
unconditionally authorised pursuant to section 80 of the Companies Act 1985 to:
(i) allot relevant securities (within the meaning of section 80) up to an aggregate nominal amount of £14,060,370 for a period
expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general
meeting of the Company  after the date on which this resolution is passed; and
(ii) make an offer or agreement which would or might require relevant securities to be allotted after expiry of this authority and the
directors may allot relevant securities in pursuance of that offer or agreement as if this authority had not expired;
(b) That, subject to paragraph (c), the authority given to the directors pursuant to section 80 by way of the special resolution of the
Company passed on 28 May 2002 be revoked by this resolution; and
(c) That paragraph (b) shall be without prejudice to the continuing authority of the directors to allot relevant securities pursuant to an offer
or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.”
(4)
10. To consider the following as a special resolution:
“THAT the Company’s Articles of Association be altered by deleting the existing Article 13 and replacing it with the following new Article 
13
(5)
:
13.The board is empowered for each prescribed period to allot equity securities for cash pursuant to the authority
conferred by Article 12 as if section 89(1) of the Act did not apply to any such allotment, provided that its power shall
be limited to:
(a) the allotment of equity securities in connection with a pre-emptive issue; and
(b) the allotment (otherwise than pursuant to Article 13(a)) of equity securities up to an aggregate nominal amount
equal to the section 89 amount.
In this Article and Article 14, a reference to the allotment of equity securities also includes the sale of any relevant
shares in the Company if, immediately before the sale, the shares were held by the Company as treasury shares.
Article 13 applies in relation to a sale of shares which is an allotment of equity securities by virtue of this paragraph
as if in Article 13 the words “pursuant to the authority conferred by Article 12” were omitted.”
Section 89
disapplication
65
Notice of Annual General Meeting William Hill PLC Annual Report & Accounts 2003
66
Notice of Annual General Meeting
11.To consider the following as a special resolution:
“THAT the Company’s Articles of Association be altered by deleting the existing Article 58 and replacing it with the following new Article 58
(6)
:
58. Subject to and in accordance with the provisions of the Companies Acts and without prejudice to any relevant special
rights attached to any class of shares, the Company may purchase any of its own shares of any class (including
without limitation redeemable shares) in any way and at any price (whether at par or above or below par) and may
hold such shares as treasury shares.”
12.To consider the following as a special resolution:
“That subject to the passing of resolution numbered 9 in the notice of the meeting and in place of the power given to it pursuant to the
special resolution of the Company passed on 28 May 2002 the directors be generally empowered pursuant to section 95 of the Companies
Act 1985 (the Act) to allot equity securities (within the meaning of section 94(2) to section 94(3A) of the Act) for cash, pursuant to the
authority conferred by the resolution numbered 9 in the notice of the meeting as if section 89(1) of the Act did not apply to the allotment.
This power:
(a) expires at the end of the next annual general meeting of the Company  after the date on which this resolution is passed, but the
Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and
the directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and
(b) shall be limited to:
(i) the allotment of equity securities in connection with an issue in favour of holders of ordinary shares in the capital of the Company
in proportion (as nearly as may be) to their existing holdings of ordinary shares, but subject to such exclusions or other
arrangements as the directors deem necessary or expedient in relation to fractional entitlements or any legal or practical problems
under the laws of any territory, or the requirements of a regulatory body or stock exchange; and
(ii) the allotment of equity securities for cash otherwise than pursuant to paragraph (i) up to an aggregate nominal amount equal to 
5 per cent of the current issued share capital of the Company.
This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 94(3A) of the Act as if in the
first paragraph of this resolution the words “pursuant to the authority conferred by the resolution numbered 9 in the notice of the meeting”
were omitted.”
(7)
13.To consider the following as a special resolution
(8)
:
“That the Company be generally and unconditionally authorised to make market purchases (within the meaning of Section 163(3) of the
Companies Act 1985) of ordinary shares of 10 pence each in the Company (Ordinary Shares) subject to the following conditions:
(a) the maximum aggregate number of Ordinary Shares authorised to be purchased is 42,811,111, representing 10% of the Company’s
issued ordinary share capital; and
(b) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 10 pence (being the nominal value of an
Ordinary Share);
(c) the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is an amount equal to 105% of the average of
the middle market quotations for the Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five
business days immediately preceding the day on which the share is contracted to be purchased;
(d) this authority shall expire at the close of the annual general meeting of the Company held in 2005; and
(e) a contract to purchase shares under this authority may be made prior to the expiry of this authority, and concluded in whole or in part
after the expiry of this authority.”
By Order of the Board
Nigel Blythe-Tinker
Group Company Secretary
7 April 2004
Power to
purchase own
shares Notes to the Resolutions:
(1) In line with best practice in corporate governance, as now reflected in the Remuneration Report Regulations 2002, the Board has presented
its Directors’ Remuneration Report to shareholders in the annual report and accounts. The Directors’ Remuneration Report gives details of
the directors’ remuneration for the 52 weeks ended 30 December 2003 and sets out the Group’s overall policy on directors’ remuneration. As
required by the Remuneration Report Regulations, the Company’s auditors have audited those parts of the Directors’ Remuneration Report
capable of being audited and their report may be found in the annual report and accounts. The Board considers that appropriate executive
remuneration plays a vital part in helping to achieve the Group’s overall objectives and, accordingly, and in compliance with the
Remuneration Report Regulations, shareholders will be invited to approve the Directors’ Remuneration Report. 
(2) The dividend will be payable to shareholders on the Company’s register of members at 6.00 pm on 7 May 2004 for payment on 3 June 2004. 
(3) The Company’s Articles of Association state that one third of the directors should retire at each Annual General Meeting. Information on the
directors, including those offering themselves for re-election, is provided in the section of the annual report and accounts on the Board of
Directors. In addition to the biographical details made available to enable shareholders to make an informed decision on the election and
re-election of directors, the Chairman confirms that, following formal performance evaluation, the directors’ performance continues to be
effective and demonstrates commitment to their roles, including commitment of time for Board and Committee meetings and any other
duties. Messrs. Allvey and Gibson have extensive general business experience as directors of listed companies which allows them to
contribute to the Group’s development. The Board is therefore of the opinion that Messrs. Allvey and Gibson should be re-elected to the
Board.
(4) Given the proposed amendment to Article 13 (see the resolution numbered 10 and note (5)) and the proposal to update the authority
granted to the directors on 28 May 2002 to issue equity securities of the Company for cash without application of pre-emption rights
pursuant to section 89 Companies Act 1985 (see the resolution numbered 12 and note (7)), it is thought desirable to update the directors’
authority to allot shares so that it runs for the same period.
This resolution, if passed, will update the authority conferred on the directors at the extraordinary general meeting on 28 May 2002, and
will authorise the directors to allot the Company’s unissued shares up to a maximum nominal amount of £14,060,370.  This amount
represents one-third of the Company’s authorised and issued ordinary share capital (calculated exclusive of treasury shares) as at 7 April
2004. The Company does not currently hold any shares in treasury.  If this resolution is passed, this authority will expire at the end of the
next annual general meeting of the Company after it is passed. 
The directors have no present intention to exercise this authority other than in connection with the Company’s share incentive schemes.
(5) This resolution, which will be proposed as a special resolution, will update Article 13. The amendment takes into account that, since
1 December 2003, listed companies have been able to hold their own shares as treasury shares pursuant to the Companies (Acquisition of
Own Shares) (Treasury Shares) Regulations 2003.
(6) This resolution, which will be proposed as a special resolution, will amend Article 58 so as to clarify that any shares that are repurchased
may be held as treasury shares.
(7) This resolution, which will be proposed as a special resolution, if passed, will update the authority conferred on the directors at the
extraordinary general meeting on 28 May 2002 to issue equity securities of the Company for cash without application of the pre-emption
rights pursuant to section 89 of the Companies Act 1985. The update reflects the introduction of treasury shares. Other than in connection
with a rights, scrip dividend, or other similar issue, the authority contained in this resolution will be limited to an aggregate nominal value
of £2,109,055 which represents 5% of the issued ordinary share capital of the Company as at 7 April 2004. If this resolution is passed, this
authority will expire at the end of the next annual general meeting of the Company after it is passed.
In accordance with the guidelines issued by the Pre-Emption Group, the directors confirm their intention that no more than 7 .5% of the
issued share capital will be issued for cash on a non pre-emptive basis during any rolling three-year period.
(8) This resolution, which will be proposed as a special resolution, gives the Company authority to buy back its own ordinary shares in the
market as permitted by the Companies Act 1985. The authority limits the number of shares that could be purchased to a maximum of
42,811,111 (representing 10% of the issued share capital of the Company as at 7 April 2004). The maximum price per share for any purchase
(exclusive of any expenses) would not be more than 5% above the average of the middle market values for an ordinary share of the
Company derived from the London Stock Exchange Daily Official List for each of the five business days immediately preceding the day on
which the ordinary shares are purchased. The minimum price (exclusive of any expenses) would be 10 pence being the nominal value of
each ordinary share. This authority will expire at the conclusion of the annual general meeting of the Company next year.
The directors’ decision to exercise this authority to purchase the Company’s ordinary shares will depend on and take into account  a number
67 of factors including the Company’s share price and other investment opportunities. The authority will be exercised only if the directors
believe that to do so would result in an increase in earnings per share and would be in the interests of shareholders generally.
Any purchases of ordinary shares would be by means of market purchases through the London Stock Exchange.
Under The Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 which came into force on 1 December 2003
companies are allowed to hold shares acquired by way of market purchase as treasury shares, rather than having to cancel them. Such
shares may subsequently be cancelled, sold for cash or used to satisfy options issued and share awards to employees pursuant to the
Company’s share based incentive schemes. The Company may hold up to one-quarter of any shares that it purchases pursuant to the
authority conferred by this resolution in treasury. Subsequent transfers of treasury shares to satisfy the requirements of share based
incentive schemes will be made within the 10% anti-dilution limit for such share issues.
As at 7 April 2004 there were options over 10,990,467 ordinary shares in the capital of the Company which represent 2.6% of the Company’s
issued ordinary share capital. If the authority to purchase 10% of the Company’s ordinary shares was exercised in full, these options would
represent 2.9% of the Company’s issued ordinary share capital.
The authority will only be valid until the conclusion of the next annual general meeting in 2005.
End Notes
(a) The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those members entered in the register of members of the
Company at 11.00 am on 15 May 2004, or if this meeting is adjourned, in the register of members 48 hours before the time of any adjourned meeting, shall be entitled to
attend and vote at the meeting in respect of the number of ordinary shares registered in their name at that time. Changes to the entries in the register of members after
11.00 am on 15 May 2004 or, if this meeting is adjourned, in the register of members 48 hours before the time of any adjourned meeting, shall be disregarded in
determining the rights of any person to attend or vote at the meeting.
(b) A member entitled to attend and vote at the annual general meeting may appoint a proxy (who need not be a member of the Company) to attend and, on a poll, to vote on
his or her behalf. In order to be valid an appointment of proxy must be returned by one of the following methods:
• in hard copy form by post, by courier or by hand to the Company’s registrars, Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU not
less than 48 hours before the time of the meeting; or
• in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.
To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the issuer’s agent
(ID RA10) by not later than 11.00 am on 15 May, 2004. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the
message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message.  After this time any change of instructions to a proxy appointed
through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST Sponsored Members, and those CREST Members who
have appointed voting service provider(s), should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further
information on CREST procedures, limitations and system timings, please refer to the CREST Manual. We may treat as invalid a proxy appointment sent by CREST in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
(c) The following documents are available for inspection during normal business hours on any weekday at the Company’s registered office at Greenside House, 50 Station
Road, Wood Green, London N22 7TP until the conclusion of the Annual General Meeting. They will also be available for inspection at the New Connaught Rooms on 
17 May 2004 for at least fifteen minutes prior to and until the conclusion of the Annual General Meeting. 
(i) the register of directors’ interests;
(ii) copies of the service contracts between the Company and the executive directors and the terms of appointment of non executive directors;
(iii) the biographies of directors seeking re-election;
(iv) the Articles of Association;
(v) the 2004 Senior Management Operating Bonus Scheme;
(vi) the William Hill Executive Director Incentive Plan;
(vii) the William Hill Long Term Incentive Plan; and
(viii) the William Hill SAYE Share Option Schemes.
William Hill PLC Annual Report & Accounts 2003
68
Notice of Annual General Meeting 4
William Hill PLC
Registered Office: Greenside House, 50 Station Road, Wood Green, London N22 7TP
Tel: 020 8918 3600  Fax: 020 8918 3775
Reg. No. 4212563 England