Tibbett & Britten Group plc Annual report and accounts 2002
www.tibbett-britten.com
Annual report and accounts 2002
www.tibbett-britten.com
In partnership with 
our customers 1 Overview
2 Chairman’s statement
4 Tibbett & Britten at a glance
5 Concentrating on our customers
6 Exploring new markets
8 Pro-active customer solutions
10 Strong customer relationships
12 Chief Executive’s review
16 Financial review
18 Our people –
improving your service
20 Board of directors 
21 Report of the directors
23 Directors’ remuneration report
29 Corporate governance
31 Directors’ responsibility for ﬁnancial reporting
and internal control
32 Consolidated proﬁt and loss account
33 Consolidated balance sheet
34 Company balance sheet
35 Consolidated statement of total recognised
gains and losses
35 Note of historical cost proﬁt and losses
36 Consolidated cash ﬂow statement
36 Reconciliation of cash ﬂow to movement 
in net debt
37 Notes to the consolidated cash ﬂow statement
39 Notes to the accounts
59 Report of the independent auditors
60 Financial record
IBC Directors, secretary and advisors
Shareholder information and ﬁnancial calendar
Directors, secretary and advisers
Shareholder information and ﬁnancial calendar
For the year ending 31 December 2003
Chairman
J A Harvey CBE BA FCIT FILT
Chief Executive
M R Arrowsmith BSc FCMA
Directors
S Hammad BA MBA
M W J Sprague MA
M A Whiteling MCom
Non-executive directors
C W E R Buchan BSc FCA
W A C Thomson
R W Wood BSc
Secretary
N L Smith LLB
Registered ofﬁce
Centennial Park
Elstree
Hertfordshire WD6 3TL
United Kingdom
Tel: 020 8327 2000
Fax: 020 8327 2199
Registered number
1838882 (England)
Auditors
BDO Stoy Hayward
8 Baker Street 
London W1U 3LL
Solicitors
Denton Wilde Sapte
1 Fleet Place
London EC4M 7WS
Registrar and transfer ofﬁce
Lloyds TSB Registrars
The Causeway, Worthing
West Sussex BN99 6DA
Tel: 0870 6003970
Principal clearing bankers
Lloyds TSB Bank plc
City Ofﬁce
11/15 Monument Street
London EC3V 9JA
Stockbrokers
Dresdner Kleinwort
Wasserstein
20 Fenchurch Street
London EC3P 3DB
Merchant Bankers
Dresdner Kleinwort
Wasserstein
20 Fenchurch Street
London EC3P 3DB
Shareholder enquiries
If you have any queries about the administration of shareholdings such as change of address, transfer of ownership, dividend mandate forms
or dividend payment, please contact the Registrar at the address given above. The best way to ensure that dividends are received as quickly as
possible is to instruct the Registrar to pay them directly into your bank account; tax vouchers are then posted to you separately. See the Registrar’s
website (www.shareview.co.uk) for further details.
Share price information
The middle market price of a Tibbett & Britten Group plc share on 31 December 2002 was 382.5p. During the year the share price ﬂuctuated
between 807.5p and 382.5p. The Company’s share price is available from the Group’s website www.tibbett-britten.com, with a 15 minute delay,
and from the London Stock Exchange website (www.prices.londonstockexchange.com) with a similar delay. Prices are also published in most
newspapers and also on Ceefax and Teletext in the UK.
Financial calendar
Annual General Meeting 21 May 2003 Proposed 2002 ﬁnal dividend payment date 28 May 2003
Ex-dividend date for 2002 ﬁnal dividend 30 April 2003 Announcement of 2003 interim results September 2003
Record date for 2002 ﬁnal dividend payment date 2 May 2003 Proposed 2003 interim dividend payment date November 2003
Analysis of shareholdings as at 31 December 2002
Range Nos. of holders % of holders Nos. of shares % of shares
1 to 1,000 1,613 72.79 520,312 1.07
1,001 to 5,000 324 14.62 685,766 1.41
5,001 to 10,000 57 2.57 425,761 0.88
10,001 to 50,000 103 4.65 2,452,197 5.04
50,001 to 100,000 41 1.85 2,833,083 5.83
100,001 and over 78 3.52 41,717,714 85.77
Totals 2,216 100.00 48,634,833 100.00
Number of individuals – 1,664 (74.48%) representing 3,745,200 shares (7.69%).
Number of institutions – 552 (25.52%) representing 44,889,633 shares (92.31%).
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Tibbett & Britten Group plc Annual report and accounts 2002 1
Financial highlights
Turnover up 8% to
£1,516.9m
†
Operating proﬁt down 6% 
to £35.3m*
†
Proﬁt before tax down 10% 
to £29.4m*
Earnings per share of 38.7p*
Increased ﬁnal dividend 
of 17.4p (2001 – 16.8p)
†
continuing operations
*before goodwill and exceptionals
#
2001 has been restated for FRS 17
and FRS 19 adjustments
Operational highlights
††
Employees 38,500
Operational sites 370
Countries of operation 34
Warehousing (million sq m) 5.0
Vehicles and trailers 15,435
Retailers 78%
Suppliers 22%
††
as at 31 December 2002
Tibbett & Britten is a UK-based international group of companies providing supply chain
and logistical support services for major retailers and manufacturers. It focuses on the
consumer sector and has established a strong presence in the food and beverage, fashion
and consumer non-food markets.
The Group’s objective is to develop strategic partnerships with its customers and
consolidate its position as an international leader in logistics services and supply chain
management through the translation of experience and transfer of customer franchise
across territorial and sector boundaries.
Highlights
 Good underlying performance despite uncertain trading
environments
 Dividend up 4%
 £212m of annualised revenue from new business
 Strong levels of contract renewal across Group
 Continued growth in Americas; strong UK second half
 Sustained international momentum, with China outperforming
 Mexican acquisition being successfully integrated
Turnover*
†
£m
98 99 00 01 02
918.8
1,107.2
1,341.4
1,405.6
1,516.9
Operating proﬁt
†
*
#
£m
98 99 00 01 02
27.7
28.4
36.4
37.4
35.3
Earnings 
per share*
#
(pence) 
98 99 00 01 02
39.3
43.7
47.2
43.1
38.7
Net dividends 
(pence)
98 99 00 01 02
20.0
21.5
23.2
24.4
25.3 Chairman’s statement
2 Tibbett & Britten Group plc Annual report and accounts 2002
The Group made good underlying progress in more uncertain trading
environments and, despite a poor European summer, saw a welcome
improvement in second half year trading. As over 70% of our turnover
derives from North American and UK markets, we are less exposed to
the difficulties of the major Euro zone countries.
Furthermore, our strategic
focus on consumer related
sectors, coupled with long
term contractual relationships,
has proved more resilient than
transactionally based network
and industrially related
operations. The stability and
focus of the Group are
providing real competitive
advantage.
Over 75% of growth was
organic, with all regions
increasing turnover. We
achieved a strong rate of
contract renewal and added
£212m of annualised revenue
from new contract start-ups.
Free cash ﬂow increased by
over 70% from the previous
year. In addition, a number 
of legacy issues were
successfully resolved and, in
Mexico, Dimalsa was acquired
in March and is being
successfully integrated into
the Group. 
Despite the strength of
sterling, the North American
business contributed 40% 
of operating proﬁt. The UK
achieved a good second half
performance despite increased
insurance costs. Mainland
Europe, whilst growing
substantively, was impacted
by poor performances,
particularly in France and
Poland. 
Outside our core markets 
of Europe and the Americas,
the emergent international
operations, including China,
delivered a third successive
year of improvement in
turnover and proﬁt. In March
we were proud to receive 
the Queen’s Award for
International Trade initiative 
in recognition of the Group’s
success in translating its skills
into overseas markets.
Financial results
In the year ended 31
December 2002, at constant
exchange rates, turnover was
up 11% to £1.52bn (2001 –
£1.35bn) and operating proﬁt
down 3% to £35.3m (2001 –
£37.4m). Adjusted earnings
per share of 38.7 pence 
(2001 – 43.1 pence) were
correspondingly lower and
also impacted by the increase
in the headline tax charge.
The Group’s operations
remain strongly cash
generative with operating
cash ﬂow of £74.6m (2001 –
£73.6m). Free cash ﬂow, 
John Harvey 
Chairman Tibbett & Britten Group plc Annual report and accounts 2002 3
after the payment of interest,
taxation and dividends,
improved by £13.5m to
£32.1m. After investments 
in Dimalsa and David’s of
Thailand, year end net debt
was £67.2m (2001 – £54.1m).
The free cash ﬂow, plus
existing borrowing facilities,
continue to provide a platform
for sustainable investment.
Dividend
The Board is recommending 
a ﬁnal dividend of 17.4 pence
per Ordinary share (2001 –
16.8 pence) for the year ended
31 December 2002, to be 
paid on 28 May 2003 to
shareholders on the register
at 2 May 2003. The interim
dividend of 7.9 pence 
per share was paid on 
11 November 2002. This brings
total dividends for the year 
to 25.3 pence (2001 – 24.4
pence), up 4%, and marks 
the seventh successive year
of increase. 
Organisation and people 
The Board has been
restructured, with a smaller
Corporate Board addressing
strategy and corporate
governance, and an enlarged
Operating Board under 
Mike Arrowsmith running 
the operations. 
As a consequence of these
changes, Martin Graham 
and David Musgrave have
resigned from the Corporate
Board to concentrate on their
responsibilities within the
Operating Board. Mike Evans,
after 28 years, retired at the
end of the year and, on behalf
of all his colleagues, I should
like to thank Mike for his 
long contribution in building
today’s robust and successful
business. I also welcome
Saad Hammad, who joined us
in February 2003 to lead the
European team.
These changes will enhance
our focus on the strategic
development of the business
and reinforce the development
of customer partnerships.
Tibbett & Britten remains
dependent on the
commitment, skills and
experience of over 38,000
people in 34 countries. 
I should like to pay tribute
again to their achievements,
enterprise – not least
resilience – and acknowledge
with gratitude the support 
so freely given.
Outlook
Generally, this year has
started positively, despite
weak volumes in mainland
Europe. There is some
evidence that deferred
outsourcing projects have
been reactivated and we
expect continued growth 
in our major markets, despite
the current political and
economic uncertainties.
New logistics opportunities
are inherent in extended
supply chains as the
accelerating global migration
of manufacturing and the
development of trans-national
retailing gathers pace. As 
a result of our sector
concentration on consumer
markets and our strategic
geographic presence, we are
particularly well placed to
exploit these opportunities.
Our business strategy, built
primarily on organic growth,
has enabled the Group to
develop successfully in North
America and mainland Europe
with limited capital
commitment. This process 
is now being replicated in
China and other international
markets.
JA Harvey CBE
Chairman Tibbett & Britten at a glance
4 Tibbett & Britten Group plc Annual report and accounts 2002
Although originally founded in the UK, Tibbett & Britten has successfully established two home
markets – Europe and North America – whilst selectively developing elsewhere. The Group
generated 95% of its 2002 turnover of £1.5bn in its core geographical sectors and now employs
38,500 people across 34 countries.
Geographical turnover
40% Americas
15% Mainland Europe
5% Rest of World
40% UK and Ireland
Sector turnover
34% Consumer
merchandise
23% Clothing
43% Food and beverage
Americas Europe Rest of the World
Turnover £605.3m £837.8m £73.8m
(2001 – £584.9m) (2001 – £761.3m) (2001 – £59.4m)
Operating proﬁt
†
£15.9m £18.1m £1.3m
(2001 – £15.6m) (2001 – £21.0m) (2001 – £0.8m)
Number of employees 13,400 22,200 2,900
Sites 70 230 70
Total warehousing 2,100,000 2,400,000 470,000
(square metres)
Commercial vehicles 8,734 5,810 891
and trailers
Business heads Mike Sprague Saad Hammad David Musgrave
Operator of the largest
distribution network in
sub-Saharan Africa;
logistics market leader
for consumer products
in China and Hong Kong
Principal distributor of frozen food in
Central Europe; biggest drinks and fresh
produce logistics company in France;
market leader for consumer logistics in
Portugal; largest distributor of clothing,
home and personal care, and technology
products in the UK and Ireland
Largest specialist distribution business
in Canada and Mexico and one of the
biggest in the USA – operating from
coast to coast; growing interests in
Latin America and the Caribbean
Market positions
Bahrain, China, Hong
Kong, Kenya, Kuwait,
Malaysia, Morocco,
Saudi Arabia, Singapore,
South Africa, Taiwan,
Tanzania, Thailand,
Uganda, United Arab
Emirates
Austria, Belgium, Czech Republic,
France, Germany, Hungary, Ireland,
Netherlands, Poland, Portugal, Romania,
Slovakia, Spain, United Kingdom
Argentina, Canada, Mexico,
Puerto Rico, USA
Geographic spread
Average number
of employees
98 99 00 01 02
27,362
29,628
33,804
33,904
38,593
Net assets
#
*
98 99 00 01 02
98.2
109.1
121.2
124.3
105.6
#
only 2001 has been restated for FRS 17
and FRS 19 adjustments
*excluding pension liability
†
before goodwill amortisation and exceptional items Concentrating on our customers
Tibbett & Britten Group plc Annual report and accounts 2002 5
The customer is at the centre of Tibbett & Britten’s successful and
proven strategic focus. We are focused on strategic partnerships
which provide supply chain management and logistical services to
substantive customers across our chosen markets. The business 
is primarily focused on consumer markets and has developed from
our understanding of our customers’ business and the consumer’s
needs. Long term partnerships are underpinned in contractual
relationships. Our market is driven by change.
Americas
Abbott Labs, Alberta GLC, Associated
Wholesale Grocers, BC Hothouse, 
Black & Decker, Bristol Myers, 
Effem Foods, Gap, Gillette, Home Mart,
JC Penney, Kelloggs, The Kroger
Company, Neilson Dairy, Novartis,
Pepsico, Procter & Gamble, Roche,
Rubbermaid, Safeway, 7-Eleven,
Shoppers Drug Mart, Talbots, 
Unilever Bestfoods, United
Supermarkets, Wal-Mart, Wella
Europe
Ahold, Aldo, Arcadia Group, Auchan,
B&Q, Beiersdorf, Ben Sherman, 
Big Food Group, Billa, Black & Decker,
Bonduelle, Carphone Warehouse,
Carrefour, Colgate-Palmolive, Cora,
Corteﬁel, Danone, Debenhams, Delvita,
Disney, Dixons, Duracell, Elida Fabergé,
Eroski, Eskimo-Iglo, Fast Retailing, Fila,
Findus, Frigo-Frudesa, Gap, Gillette,
GlaxoSmithKline, Gourmet, Henkel,
Hermes, Hewlett Packard, Hipp,
Homebase, Hugo Boss, Humanic,
Hyparlo, IBM, Intermarché, Littlewoods,
Louis Delhaize Group, M&F Girbaud,
Marks & Spencer, Masterfoods,
McCain, Melitta, Metro, Mothercare,
Nestlé, O2, Premier Brands, Prisunic,
Reckitt Benckiser, Reebok, Remington,
Rodier, Rubbermaid Europe,
Sainsbury’s, Sara Lee, Spar, Stollwerck,
Système U, Tengelmann, Tesco, 
TK Maxx, Unilever, Unilever Bestfoods,
Vögele, Wal-Mart, Woolworths Group
Rest of the World
Al Futtaim Sons, Bata, 
Big C, Black & Decker,
British American Tobacco,
CarnaudMetalbox, 
Colman Foods, East
African Breweries, Gillette, 
Harvey Norman, HuaPu
Hypermarket, Johnson &
Johnson, Kelloggs, Kraft,
Lever, Lipton, Mead
Johnson, Nuance-Watson,
Nutricia, Park 'N' Shop,
Pepsi-Cola, Pﬁzer, Procter
& Gamble, Robinson/
Homeworks, Schick,
Siemens Lighting, 
San Miguel, Ugandan
Breweries, Unilever,
Viewsonic, Warner-
Lambert, Watsons
Personal Care Stores, 
Wu Mei 
Clients include Exploring new markets
Over the past six years the Group
has grown rapidly in China by
providing domestic and international
companies with ﬂexible, customer
focused logistics solutions. Our
Hutchison Tibbett & Britten joint
venture, for example, is the first
major third-party logistics provider to enter 
into a long term management contract with 
a Chinese retailer. Wu Mei, with 276 stores
throughout the country, was previously
supported by a traditional warehouse in Beijing.
Working with the customer, we have
transformed this into a modern distribution
centre, supported by sophisticated 
IT systems. Capacity has increased 2.5 times
and operational efficiency has almost trebled.
Supply chains are lengthening and becoming more complex,
placing logistics at the heart of globalisation. This has led some
logistics service providers to conclude that they have to stretch
their resources to offer global services. We prefer to take an in-
depth international – rather than a superﬁcial global – perspective.
Successful companies are focused companies. We are focused
by geography and by industry sector. We operate primarily in
two markets – Europe and North America – and in three sectors
where we have unrivalled expertise and capacity: food and
beverage, clothing and mass consumer products. These are
everyday consumer sectors, relatively resilient to economic cycles.
We know that one size does not ﬁt all, and we have shown
ourselves able to translate our operating skills from one country
to the local context of another. As recently as 1989, Tibbett &
Britten operated only in the UK and Ireland. Now, despite UK
growth of more than 15% compound per annum since 1989,
almost 60% of our revenue comes from overseas. This
achievement won us a Queen’s Award for International Trade in
2002 – the ﬁrst specialist logistics company to be so honoured.
We have tailored and adapted our solutions to work in 34
countries. But we are looking for strength of coverage, not
breadth. In Mexico, a market we only entered in 2002, we are
the largest logistics service provider. Indeed we always aim
to be in the top three in any country in which we operate:
the United States, for example, where we pioneered contract
logistics and have built up our market-leading business largely
organically. In China, a key emerging market, our joint venture
leads in contract distribution in the domestic retail sector.
6 Tibbett & Britten Group plc Annual report and accounts 2002  Pro-active customer
solutions
8 Tibbett & Britten Group plc Annual report and accounts 2002
Insight is the key to reducing
costs and driving the business
forward. The closeness of our
long term partnership with
Debenhams, for example,
allows us to plan capacity to
deliver the required service
levels to the stores at optimum cost. Information
flow was boosted in 2002 by the seamless
introduction of a PkMS warehouse management
system into two of the four distribution centres
we operate exclusively for Debenhams.
Standing out from the crowd sounds difﬁcult when you have
560,000 competitors in Europe alone. But what differentiates
us from everyone else is the quality of our IT services.
Logistics is about managing information as well as pallets.
It is about systems as well as trucks. The right systems
improve service levels and reduce costs. 
Effective IT guarantees that service levels can be achieved by
producing management information to monitor performance.
It allows us to make sure we can deliver on our promises.
And it adds value. Our proprietary SMART business integration
service tool, for example, enables us to provide universal
electronic compatibility with our customers’ systems quickly,
reliably and at low cost. SMART handles data in any current
or emerging format. It provides visibility along the supply chain
with real-time information to match just-in-time needs.
Effective IT is of strategic importance to Tibbett & Britten –
an integral part of our corporate business strategy. Planning not
only ensures that our own IT capacity is sufﬁcient to meet our
business goals, but that we have the right IT products for our
customers – today and for years ahead. We talk to our customers,
examining the software needs of their present and future
supply chains. Then, as the architects of new systems, we
discuss how to meet those needs with strategic partners.
SMART was born from our own IT resources and we are
continuing to develop new service offerings – opening up 
new routes to market for new types of customer.  Strong customer
relationships
10 Tibbett & Britten Group plc Annual report and accounts 2002
French hypermarketeer
Auchan is an established
customer. When Auchan
decided to outsource its
logistics in Hungary to an
international partner, it knew
what was wanted and how 
it should be done. We won a long term contract.
It’s a relationship of professionals. From a purpose 
built 35,000 sq m national distribution centre
alongside our own, we supply all Auchan stores
with 80% of their needs. Quickly. Efficiently.
In an industry where some of our competitors count their
customers in millions, our list is modest. But our focus is 
on quality not quantity.
We work with the major blue-chip customers in our deﬁned
sectors – the top 20-30 companies in each sector – and tend
to handle a high proportion of their logistics needs. Because
we understand the sectors they are operating in, our
customers beneﬁt.
Our business is based on long term contracts – 75% of which
are open-book – giving us great transparency and resilience. 
We have been working with Wal-Mart for a decade, with
Sainsbury’s for two, and with Marks & Spencer for 30 years.
These are living partnerships that have required change and
ﬂexibility. We relate to our customers at different levels, and
will take a pro-active role in managing their supply chain
strategy, as well as their day-to-day needs. 
Our commitment to serving customers was recognised in
Datamonitor’s comprehensive benchmarking of European logistics,
in which some 800 European companies took part, and put us
in a clear ﬁrst place across Europe for customer satisfaction,
quality management and adaptability to customer needs.
We tailor the service we offer and ‘translate’ our expertise 
for different customers – as well as for different countries. 
The needs of Tesco, Marks & Spencer and Sainsbury’s are 
as diverse as those of the UK and China.
But we also work with customers to transfer our skills from
one market to another, and, for example, have grown with
Procter & Gamble in the United States for three years – and 
are now working with them in China, Mexico and Argentina.  Chief Executive’s review
12 Tibbett & Britten Group plc Annual report and accounts 2002
This, together with our clear
strategic focus and key market
leadership positions, continues
to represent a sound basis for
sustained growth.
During 2002 we further
strengthened our management
teams and streamlined our
organisational structures. 
The appointment of Saad
Hammad to lead the European
team will facilitate the
integration of our activities
across Europe. We continue
to invest in information
technology and in the
development of our people.
Macro-economic and 
geo-political changes drive the
development of trans-national
manufacturing and retailing.
Global sourcing and the
complexities of the extended
supply chain add further to
the potential for outsourcing
and change management in
both our established core
markets and our strategic
development markets like
China and Latin America.
The Americas
Operations in the Americas
continue to show strong
growth. At constant exchange
rates, turnover was up by
11% to £605.3m and operating
proﬁt before goodwill
amortisation increased by 8%
to £15.9m. During the year
organic growth of £56.0m
more than replaced the
turnover from the Kmart
contract, discontinued in 
May 2001, and the Oshawa
contract, which was taken in-
house following its acquisition
by Sobey’s. The Dimalsa
business in Mexico, acquired
in March 2002, is meeting
expectations and before
goodwill amortisation
contributed £1.9m to
operating proﬁt. 
In North America we continue
to reinforce our market
leadership position in grocery
retail, whilst extending our
presence in the non-food
retail and fast moving
consumer product
manufacturing sectors.
In the United States we
expanded our activities in 
Hams Hall
Extending the customer
franchise. Sainsbury’s 
giant Hams Hall ‘fulﬁlment
factory’ just outside
Birmingham, UK, is shown
in the ﬁnal stage of
construction. This
automated 855,000 sq ft
ambient and chilled
distribution centre is now
the largest operated by the
Group in the UK and Ireland.
Mike Arrowsmith 
Chief Executive
The Group’s emphasis on mass consumer related
sectors and our open-book business model (which
accounts for 70% of activities) provides resilience
against a general economic slowdown. Tibbett & Britten Group plc Annual report and accounts 2002 13
the grocery sector with a full
year of operations for two 
7-Eleven regional distribution
centres. We have also
enhanced our position in 
the consumer product
manufacturing sector with 
the start-up of four new sites
for Procter & Gamble and the
operation of three facilities for
ConAgra – one of the largest
food manufacturers in the
United States. During the year
we commenced operations 
at two sites for JC Penney,
reinforcing our presence 
in the clothing sector. 
Within the Americas we
continue to invest in
information technologies 
to increase efﬁciency across
the supply chain. The
deployment of sophisticated
demand-planning tools 
have successfully reduced
customer inventories and
increased service levels, 
and the implementation of
our web-based electronic
procurement programme has
led to signiﬁcant purchasing
savings for a number of
clients. Our transport
management solution,
freightSmart, is using the
latest technology to reduce
costs and increase service
levels. The web-enabled
liquorconnect.com initiative
has resulted in more than
75% of our Western Canadian
licensed liquor business being
booked in real time over the
internet with resultant savings
throughout the supply chain.
In Canada a third, new one
million sq ft distribution centre
for Wal-Mart was completed
early in the year and already
the ﬁrst two sites are being
extended. We delivered the
paid consultancy project for
the Canadian Department 
of National Defence (DND) 
on the beneﬁts of outsourcing
their military supply chains,
and this work conﬁrmed the
savings indicated by the
earlier pilot study. Regrettably
the Canadian Government has
chosen not to proceed with
the project.
The acquisition of the Dimalsa
business in Mexico and Puerto
Rico was completed at the
end of March. We have
successfully translated 
our customer franchise 
into Mexico and since the
acquisition have opened three
Procter & Gamble regional
distribution sites. The
relationship with Kelloggs 
has been extended with 
the opening of a new site 
in Mexicali and additional 
new business has been won
with Rubbermaid and Hamilton
Beach, to commence in 2003.
During the year we improved
operational efﬁciencies 
through deployment of
management and systems
expertise from our North
American business. 
After restructuring early 
in the year, the business 
in Argentina is now trading
proﬁtably.
Europe
Our European business
outperformed a generally
slower market with turnover,
at constant exchange rates,
increasing by 9% to £837.8m.
However operating proﬁt
before goodwill amortisation
declined by 15% to £18.1m,
due mainly to the costs
associated with closing the
shared-user UK Fashion
network and increased
insurance premiums across
Europe. These events
masked the good progress
being made in developing 
the underlying businesses.
In the UK and Ireland we
continued to reinforce our
market position, extending
our partnerships with major
clients and broadening 
our overall customer base
through the application of
innovative solutions to their
supply chain needs. During
the year we strengthened 
the management team and
established a single support
infrastructure to serve all 
our UK activities. 
The 9% turnover growth in
UK and Ireland is supported
by the full-year contribution 
of the new Tesco distribution
centre at Thurrock and the
B&Q import warehouse 
at Scunthorpe. In addition, 
a number of new operations
commenced during the year
including the Sainsbury’s
distribution centre at Corby,
the B&Q distribution centre 
at Radlett and new operations
for Ben Sherman, Gap 
and LVMH.
In August, after providing
support services to
Remington since May 2001,
the Group was awarded an
exclusive long term logistics
contract. In early 2003 our
relationship with the Big Food
Group was enhanced by the
award of a long term contract
to manage the warehousing
and delivery for both Booker
Cash & Carry and Iceland
supermarkets throughout
Scotland, Northern England
and Northern Ireland.
After the closure of the
shared-user network
operations, the UK-based
Fashion business has been
reshaped and is actively
SCM
In Canada, member company
SCM completed the third new
one million sq ft distribution
centre for Wal-Mart, the world’s
largest retailer. SCM has
provided exclusive warehousing
and distribution services to
Wal-Mart in Canada since 1994
and in Germany since 1999.
Mexico
Since the acquisition of Dimalsa
– Mexico’s largest logistics
service provider – in March, 
the Group has introduced both
management and systems
from the North American
business. As a result, we are
already successfully translating
our customer franchise.
Macro-economic and geo-political changes
drive the development of trans-national
manufacturing and retailing. Global sourcing
and the complexities of the extended supply
chain add further to the potential for
outsourcing and change management... Chief Executive’s review (continued)
14 Tibbett & Britten Group plc Annual report and accounts 2002
developing into mainland
Europe, where there is an
identiﬁed pipeline of new
business opportunities. 
We are also working to
extend our supply chain offer
and consolidate our position
in key offshore manufacturing
centres in Romania, Morocco,
Turkey and China. 
In April 2002 a full actuarial
valuation conﬁrmed that the
UK deﬁned beneﬁt pension
scheme was fully funded
under the Minimum Funding
Requirement regulations
(MFR). We have now closed
the deﬁned beneﬁt scheme 
to new entrants and increased
employee contributions.
Under FRS 17 accounting
rules the scheme showed 
a net deﬁcit of £72.1m at 
31 December 2002.
In mainland Europe, turnover,
at constant exchange rates,
increased by 12% to £225.3m
as we continued to develop
our operations in France,
Benelux, Spain and Eastern
Europe. Following a strong
start, operating proﬁt declined
in the second half due to
higher insurance costs and
the exceptionally poor summer
that affected our closed-book
drinks and ice-cream
operations in France and Spain.
During the year we extended
our fashion sector expertise
and customer franchise across
Europe. Major new business
included an operation to 
co-ordinate, plan and manage
all primary transport across
Europe and the Middle East
for Levi Strauss & Co and 
the start-up of a major textile
distribution centre supporting
over 2,300 retail outlets
nationwide for Intermarché.
Other additions in the fashion
sector included Hugo Boss
and Gap in France, Forum and
Women’s Secret in Spain and
a further Corteﬁel business
which will commence in 2003.
In the grocery sector we
strengthened our relationships
with major trans-national
operators such as Auchan,
opening new operations in
both France and Hungary. 
We continued development in
the fresh produce sector with
the extension of the Valencia
site in Spain. In Germany a
second distribution centre for
Wal-Mart became operational
in March 2003. In Benelux we
successfully reduced our cost
base and further improved
customer service levels.
In Central and Eastern Europe
our Hungarian business
performed exceptionally 
well and successfully opened
new operations for Delhaize,
Auchan and added Bestfoods.
In the Czech Republic we
commenced operations for
Interspar, but in Poland, the
difﬁcult economic situation
depressed customer volumes,
resulting in our closed book
operation at Raciborz
operating below capacity. 
International
Our International operations 
in Asia, the Middle East and
Africa continue to develop
rapidly. At constant exchange
rates, turnover was up by 42%
to £73.8m and operating proﬁt
increased by 113% to £1.3m. 
In China, a key emerging
market for the Group, our
50:50 joint venture with
Unilever
RFID ‘smart tagging’ trials were
undertaken in 2002, involving 
the distribution of six-packs of
Lynx deodorant for Lever 
Fabergé – Unilever’s home and
personal care products company.
During the year we extended our fashion
sector expertise and customer franchise
across Europe. Major new business included
an operation to co-ordinate, plan and manage
all primary transport across Europe and the
Middle East for Levi Strauss & Co...
Remington
After a successful 15-month
project to streamline its UK
supply chain, the Group was
awarded a new long term
logistics contract by Remington. Tibbett & Britten Group plc Annual report and accounts 2002 15
Hutchison Whampoa
continues to grow rapidly.
Operations include the
management of an asset
light, national distribution
network already delivering to
over 350 cities across China –
mainly on behalf of major
international manufacturers,
including Procter & Gamble,
Warner Lambert and Siemens.
Over the past three years 
we have also established 
a signiﬁcant presence in the
management of domestic
supply chains within the retail
sector for customers including
B&Q, Park ‘N’ Shop, and 
Wu Mei. During the year 
we commenced warehouse
operations for P&G at Chengdu
and Tianjin. Earlier this year
we opened a major purpose-
built warehouse for retailer
HuaPu and in April 2003 
we will take over the
management of a third P&G
warehouse in Shanghai. There
is a strong pipeline of new
business from both retailers
and manufacturers.
We have extended our
activities into other parts 
of Asia through the
establishment of a joint
venture in Thailand with
David’s Asia and in Malaysia
with Kontena Nasional. 
These joint ventures
complement our existing
activities in Taiwan, Hong
Kong and Singapore. 
In the Middle East our
partnership with the Olayan
Group in Saudi Arabia is well
established and is providing
supply chain management
services to a wide range 
of consumer product
companies, including Colgate-
Palmolive, Henkel, Kimberly-
Clark and Kraft Foods. In
Dubai we have taken over the
management of the Al Futtaim
logistics operations, which
provide supply chain
management support to 
a range of franchisee
operations in the region.
The South Africa business
continues to develop
satisfactorily, helped by 
the full-year contribution from
the Kinesis business that
specialises in supply chain
management services for
ethical pharmaceutical 
and personal healthcare
manufacturers. The i2
Technologies transport
management software is now
fully deployed and is not only
reducing costs but is also a
major source of new business.
Other new business during
the year included taking over
the management of the Kraft
national distribution centre
near Johannesburg.
Mike Arrowsmith
Chief Executive
Olayan
The Olayan Tibbett & Britten
joint venture at Al Khobar,
Saudi Arabia, extended its
customer base. Elsewhere,
Tibbett & Britten Middle
East was formed as a wholly
Group-owned entity,
responding to increasing
opportunities for further
growth in the region.
Corteﬁel
Our fashion sector operations
continue to grow across
Europe and elsewhere. 
During the year we were
appointed by Corteﬁel Group
Women’s Secret to manage
a central warehouse serving 
the prominent Spanish fashion
company’s domestic and
international stores.
Operations include the management of
an asset light, national distribution network
already delivering to over 350 cities across
China – mainly on behalf of major
international manufacturers... Financial review
16 Tibbett & Britten Group plc Annual report and accounts 2002
Proﬁtability
Operating proﬁt before
exceptional items and
goodwill amortisation for
continuing businesses
decreased by £2.1m (6%) 
to £35.3m (2001 – results 
have been restated for the
implementation of FRS 17).
This reﬂects the improved
second half operating
performance after a difﬁcult
ﬁrst half and the growing
contribution of the acquired
Dimalsa business. Group
operating proﬁt declined 
by £9.4m (33%) to £19.2m,
reﬂecting the lost contribution
of the Axial business and the
higher levels of operating
exceptional items this year,
which are discussed below. 
In the Americas, operating
proﬁt before goodwill
amortisation and exceptional
items was slightly ahead 
of last year at £15.9m (2001 –
£15.6m), with operating margin
down slightly to 2.6% (2001 –
2.7%). Underlying operating
proﬁt, excluding the impact 
of exchange (adverse £0.9m)
and the contribution from the
acquired Dimalsa business
(£1.9m), was down £0.7m
(4%), reﬂecting the ﬁrst half
impact of the incremental
£1.0m of legal costs
associated with resolving 
the outstanding Safeway
arbitration and the £0.6m 
of costs to restructure our
Argentine business. 
The UK and Ireland results
also reﬂect an improved
second half performance with
the full year operating proﬁt
before goodwill amortisation
and exceptional items only
down £0.9m (6%) at £14.1m.
This reﬂects the impact of
the £0.8m of fashion network
closure costs in the ﬁrst half,
the related deterioration in
operating performance during
the shut down and the
incremental insurance costs
incurred in the second half as
a result of an early termination
of our existing insurance
arrangements (this impacted all
regions except the Americas).
In the short term, we were
unable to recover all of these
costs from customers and
this partially offset the growth
in operating proﬁt from new
contract start-ups. 
Despite a 14% increase 
in revenue for the full year,
operating proﬁt before
goodwill amortisation in
Mainland Europe declined 
by £2.0m (33%) to £4.0m.
This was due to the increased
insurance costs, which we
were unable to recover due 
to the greater proportion 
of closed book contractual
arrangements in Mainland
Europe, and the very poor
summer weather in Europe,
which severely impacted 
our French drinks business.
Trading conditions in other
markets were difﬁcult,
reﬂecting the general
economic uncertainty in the
major European economies.
Our International business
experienced a much improved
second half performance with
operating proﬁt before goodwill
and amortisation for the full
year up £0.5m (63%) at £1.3m.
Underlying operating proﬁt,
excluding the impact of
Mark Whiteling 
Group Finance Director
Total turnover for the year for the Group
increased by £47.1m (+3%) to £1,516.9m.
More significantly, turnover from continuing
operations increased by £111.3m (+8%).
Our share of joint venture turnover grew
9% to £44.1m.
98 99 00 01 02
Proﬁt before
tax*
#
£m
28.0
31.6
34.6
32.5
29.4
98 99 00 01 02
Return on
shareholders’
funds*
#†
% after tax
20.5
20.8
22.0
21.0
23.6
98 99 00 01 02
Operating cash
ﬂow
£m
67.1
52.5
37.6
73.6
74.6
*before goodwill and exceptionals
#
2001 has been restated for FRS 17
and FRS 19 adjustments
†
excluding pension liability  Tibbett & Britten Group plc Annual report and accounts 2002 17
exchange (adverse £0.4m)
and the contribution from the
Davids of Thailand investment
(£0.3m), was up £0.6m (75%).
Exceptional items
Exceptional items included
within operating proﬁt totalled
£13.1m (2001 – £8.7m).
These comprised two items:
the £7.1m change in the
market value of our shares in
AutoLogic between 1 January
and 31 December 2002 (2001
– £2.3m), and, following the
fall in the Argentine Peso, the
write down of the goodwill
related to the acquisition 
of that business by £6.0m
(2001 – nil). The shares of
AutoLogic were subject to 
a restriction on sale until
August 2002, from which
date the Company was able
to dispose of these shares 
at any time. 
Retirement beneﬁts
The Company remains
committed to encouraging
and supporting all employees
in providing for an adequate
retirement. The major UK
scheme underwent its full
triennial valuation as at April,
2002, the results of which
indicate that under the
government determined
minimum funding
requirements (MFR) the
scheme continues to be
100% funded. However,
following consultation with
the employees and affected
work groups, the Company
has closed the scheme to
new members, effective 
1 November 2002. The
Company anticipates
increasing its contributions 
to the scheme over the
coming three-year period 
by approximately 30%. The
cost of this funding increase
is expected to be recovered
to a large extent under the
contractual arrangements that
we have with our customers. 
The Group, following the
Accounting Standards Board
reafﬁrmation of FRS 17 
as best practice and
encouragement of early
implementation, has decided
to adopt the provisions of
FRS 17 this year. The deﬁcit
at 31 December 2002 has
increased signiﬁcantly this
year to £102.9m (£72.1m, 
net of deferred tax). This
compares with a deﬁcit of
£48.0m (£33.6m net of
deferred tax) at 31 December
2001. This increase reﬂects
principally the continued
weakness in equity markets
this year. This change in value
has been recognised in the
statement of total recognised
gains and losses.
Net interest and pension
ﬁnance credit
Net interest for the year 
of £6.7m has decreased 
by £1.0m (13%), reﬂecting 
the lower debt levels in 
2002 compared to 2001 and
the decline in interest rates
during the course of the year. 
The pension ﬁnance credit
(which is a non-cash item) 
in the year of £0.8m was
£0.4m (33%) lower than
2001, reﬂecting the change 
in the pension funding status
between 1 January 2001 and
1 January 2002. The further
increase in the deﬁcit over
the course of 2002 means
that we anticipate a pension
ﬁnance charge in 2003 of
approximately £1.6m. 
Excluding exceptional items,
the net interest cost was
covered 5.5 times (2001 – 
5.7 times).
Taxation
The Group’s reported tax
charge rose £0.8m to
£10.7m. On an adjusted basis
the effective tax rate was
unchanged at 36%, after
allowing for the £2.0m tax
beneﬁt of the exceptional
items in 2001. This effective
tax rate reﬂects the
proportion of income earned
by the Group in the higher tax
jurisdictions of North America
and Mainland Europe. 
Earnings per share
2002 adjusted earnings 
per share (before goodwill
amortisation and exceptional
items) declined 10% from
43.1 pence per share to 
38.7 pence per share. 
This reﬂects the decrease 
in operating earnings and 
the slightly higher tax charge,
offset partially by the reduced
interest expense.
Cash ﬂow and balance sheet
The net cash inﬂow from
operating activities was up
slightly at £74.6m (2001 –
£73.6m). Excluding the
receipt of the outstanding
Safeway receivable, working
capital was broadly ﬂat with
the prior year, reﬂecting the
neutral working capital model
for much of our business.
Gross capital expenditure 
of £32.2m (2001 – £33.7m)
was down marginally.
Approximately one third of
this spend is on information
technology and related
software as part of our
continued development of 
the business. Approximately
£5.0m was spent on ﬂeet
replacement in Europe and
North America. Other major
projects were new
distribution centres in
Hungary (for Auchan), South
Africa (for Unilever) and ﬁt 
out of our new Macro centre
in Mexico. Free cash ﬂow,
after the payment of interest,
taxation and dividends was
£32.1m, up £13.5m, primarily
reﬂecting the improved
operating cash ﬂow. The free
cash ﬂow was used primarily
to ﬁnance the Dimalsa
acquisition. Year end net 
debt increased £13.1m to
£67.2m (2001 – £54.1m).
Gearing, adjusted for the 
net pension ﬁnance liability,
ended the year at 64% 
(2001 – 44%) on net assets 
of £33.5m (2001 – £90.7m). 
The free cash ﬂow of the
business and existing
borrowing capacity provide a
platform for future sustainable
investment.
Treasury management
The Group Board has
established a Treasury
Committee with a clearly
deﬁned responsibility for
strategy and controls over
ﬁnancing, currency and
interest rate risk management
across the Group.
Management of the Group’s
debt, liquid resources,
interest rate risk and the
maintenance of banking
relationships are controlled
centrally by Group Treasury. 
Group Treasury is also
responsible for maintaining
adequate committed bank
facilities to cover all
anticipated funding
requirements as well as
ensuring appropriate average
debt maturities for existing
debt. At year-end the Group’s
net debt position was
substantially ﬁnanced by 
the US$75m US private
placement issued during 
the course of 2000. 
Accounting policies
The Group has implemented
the provisions of FRS 17
(accounting for retirement
beneﬁts) and restated the
comparative income
statement and balance 
sheet as required under 
the standard. Additionally, 
the 2001 results have also
been restated following 
the adoption of FRS 19 –
Accounting for Deferred Tax.
The balance sheet impact 
of the adoption of these
standards is detailed in note
23 to the ﬁnancial statements.
Mark Whiteling
Group Finance Director Our people – improving your service
18 Tibbett & Britten Group plc Annual report and accounts 2002
Formed alongside the Group Board in January 2003,
the Operating Board is responsible for formulating
Group strategy and directing its implementation
across the business. This Board is tasked with
driving organic growth, managing global operating
performance and meeting financial targets. 
Its functions include the co-ordination of global
customer management, new service development,
and setting human resources and information
technology strategies.
Mike Arrowsmith 
BSc FCMA
Group Chief Executive
Appointed to the Group Board
in May 1999. Previously
Senior Vice President and
Finance Director of SmithKline
Beecham plc’s Worldwide
Consumer Healthcare
business and Group Finance
Director of Astec (BSR) plc.
Appointed Chief Executive
Ofﬁcer in 2001.
Mike Sprague 
MA
President – Americas
Joined the Group in 1991, and
appointed to the Group Board
in 1995. Previously President
of Quest Canada, Group Vice
President of Coles Book
Stores and International
Operations Director of Nairn
International Group.
Saad Hammad 
BA MBA 
Managing Director – Europe
Appointed to the Group 
and Operating Boards as
Managing Director – Europe
(effective early 2003), with
responsibility for activities in
the UK, Ireland and Mainland
Europe. Previously Chief
Executive of Autocascade Ltd
(an Avis Europe/Inchcape Plc
joint venture company). Also
held senior management
positions at Minit Plc, Vision
Express Group, Thorn EMI,
Boston Consulting Group and
Procter & Gamble.
Martin Graham 
BSc
Managing Director – 
UK and Ireland
Re-joined Tibbett & Britten 
in 2001 as Managing Director
– UK and Ireland. Previously
employed by the Group from
1989 for 10 years – roles
included Chairman Mainland
Europe and Executive Vice
President North America.
Joined Cearns & Brown
Limited as Chief Executive 
in 1999. Started career with
Lowﬁeld Distribution, and also
worked for Christian Salvesen
for three years from 1986. Tibbett & Britten Group plc Annual report and accounts 2002 19
Bill Howie 
BA FCIT FILT FRSA
Managing Director – Fashion
Re-joined the company in
June 2002 as Managing
Director – Fashion from
Reality Group Ltd (GUS plc),
where he was Logistics
Director. Previously Managing
Director of the Tibbett &
Britten Spectrum Logistics
division from 1998, and before
that Logistics Director for the
Burton Group. Also held
senior management positions
at Grand Metropolitan Plc,
Coopers & Lybrand and
Lowﬁeld Distribution.
David Musgrave 
FCIT FILT
Managing Director – 
Middle East and Africa/
Global Accounts
Appointed Managing Director
– Middle East and Africa, with
special responsibility for global
accounts, in January 2003.
Previously Managing Director
of the International division
from March 1997, and
Managing Director Tibbett &
Britten Consumer Group after
joining the company in 1987.
Earlier with Unilever, TDG and
Binzagr Group in Saudi Arabia.
Mark Whiteling 
MCom (Hons)
Group Finance Director
Appointed to the Group Board
in October 2001. Previously
spent four years at Enodis plc,
latterly as Chief Financial
Ofﬁcer of the Food Equipment
Division, Europe and Rest 
of World. Prior to this with
SmithKline Beecham plc
between 1989 and 1997 
in the USA and Europe.
Jo Robbins 
Group HR Director
Joined Tibbett & Britten as
Group HR Director in March
2002. Formerly Head of Group
Human Resources at Hays
plc, and previously with
United Transport (UK) Ltd
(then part of BET plc).
– a full-featured, highly
conﬁgurable learning system
for junior and middle
managers, and aspiring
managers.
While these and other new
training initiatives are
important in terms of achieving
our strategic objective – staff
induction, health and safety
training, and speciﬁc job skills
training continue to be the
bedrock of our people
development activities.
Queen’s Award
Our collective achievements
were ofﬁcially acknowledged
in 2002 when we became the
ﬁrst specialist logistics service
provider to receive the
Queen’s Award for Enterprise:
International Trade. We were
also the largest company to win
any Queen’s Award in 2002.
Employee initiatives
Our objective is to be the most
valued third-party supply chain
manager in our chosen
markets, and the development
of people remains a key
component of our strategy.
In Europe in 2002 we
extended our partnerships
with leading external learning
providers. The focus is on
creating an enabling leadership
and management style 
that engages people and
encourages continuous
improvement. In the Americas,
the development of our web-
based distance and e-learning
academy continues apace.
Smarttrain
These programmes will be
extended further in 2003,
initially in the UK, with the
introduction of Smarttrain
The coveted prize was
accepted by the Group on
behalf of our 17,500 staff in
the UK and Ireland, and our
21,000 personnel in overseas
territories – in recognition of
their individual contributions
to our success.
Achievement marque
The Group picked up many
other accolades during the
year. In December, Tibbett 
& Britten Fashion Logistics 
in Lancaster, UK – which
manages warehousing and
distribution for Reebok UK –
received the Marque of
Excellence in the North 
West Excellence Awards 
at a ceremony in Manchester.
The annual event showcases
organisations that have
achieved high levels of
excellence. 
Ontario business
Tibbett & Britten Group North
America member company,
SCM, was named Business
of the Year by the Cornwall
Chamber of Commerce in
Ontario, Canada. SCM
provides logistics support
across Canada for Wal-Mart,
the world’s largest retailer.
Developing people
Tibbett & Britten’s 
distribution centre at Bicester,
Oxfordshire, UK – dedicated
to confectionery and snack
foods manufacturer
Masterfoods – won the
Developing People category
in the 2002 Oxfordshire
Business Awards. Like 
many other Group locations,
Bicester has introduced 
an imaginative training
programme based on a policy
of continuous improvement. 20 Tibbett & Britten Group plc Annual report and accounts 2002
Board of directors
With the creation of the Operating Board in January 2003, the
Group Board has been streamlined to focus on the strategic
direction of the company and corporate governance issues, 
and to provide challenge and support to the executive directors.
John Harvey CBE BA 
FCIT FILT
Executive Chairman
Appointed Chairman and 
Chief Executive after leading
the management buy-out 
of Tibbett & Britten from
Unilever in 1984. A non-
executive director of Sygen
International plc, a director 
of The Institute of Grocery
Distribution, a Member of 
the DEFRA Freight Forum,
Chairman of TRANSAID
Worldwide Services Ltd, 
and Visiting Professor and
Chairman of the Cranﬁeld
Centre for Logistics and
Transportation Advisory Board.
Mike Arrowsmith BSc FCMA
Group Chief Executive
Appointed to the Group Board
as Group Finance Director in
May 1999 and promoted to
Chief Executive Ofﬁcer in
May 2001. Previously Senior
Vice President and Finance
Director of SmithKline
Beecham plc’s Worldwide
Consumer Healthcare
business and Group Finance
Director of Astec (BSR) plc.
Saad Hammad BA MBA 
Managing Director – Europe
Appointed to the Group Board
as Managing Director – Europe
(effective early 2003), with
responsibility for activities in
the UK, Ireland and Mainland
Europe. Previously Chief
Executive of Autocascade Ltd
(an Avis Europe/Inchcape Plc
joint venture company). Also
held senior management
positions at Minit Plc, Vision
Express Group, Thorn EMI,
Boston Consulting Group and
Procter & Gamble.
Mike Sprague MA
President – Americas
Joined the Group in 1991 and
appointed to the Group Board
in 1995. Previously President
of Quest Canada, Group Vice
President of Coles Book
Stores and International
Operations Director of Nairn
International Group.
Mark Whiteling 
MCom (Hons)
Group Finance Director
Appointed to the Group Board
in October 2001. Previously
spent four years at Enodis
plc, latterly as Chief Financial
Ofﬁcer of the Food Equipment
Division, Europe and Rest 
of World. Prior to this was
with SmithKline Beecham plc
between 1989 and 1997 in
the USA and Europe.
Edward Buchan BSc FCA
Non-Executive Director
Appointed to the Group 
Board in 1996. Managing
Director Corporate 
Finance of LCF Rothschild 
Securities. Formerly Head of
Transportation Industry Group
UK – Investment Banking,
WestLB Panmure, Managing
Director of Close Brothers
Corporate Finance Limited,
and Managing Director and
Head of Corporate Finance 
at Hill Samuel Bank Limited.
Bill Thomson
Non-Executive Director
Appointed to the Group Board
in June 1998. Managing
Director of Forth Tankers plc.
Formerly Chairman Forth Ports,
Relayfast and the British Ports
Federation, and a member of
the Scottish Advisory Forum
to British Telecom.
Robert Wood BSc
Non-Executive Director
Joined the Group Board in
June 2000. Chairman of
Henlys Group plc (previously
Chief Executive of Henlys
1991-2002) and Chairman 
of Prevost Car Inc. Tibbett & Britten Group plc Annual report and accounts 2002 21
Report of the directors
For the year ended 31 December 2002
The directors present their report together with the audited ﬁnancial statements for the year ended 31 December 2002, which
were approved by the directors on 25 March 2003.
Results and dividends
The consolidated proﬁt and loss account is set out on page 32 and shows a proﬁt after taxation attributable to shareholders of £2.6m.
The directors recommend a ﬁnal dividend of 17.4 pence net per Ordinary share, amounting to £8.5m, payable on 28 May 2003 to
Ordinary shareholders who are on the register on 2 May 2003. An interim dividend of 7.9 pence net per Ordinary share was paid
on 11 November 2002, amounting to £3.8m, which makes a total of 25.3 pence net per Ordinary share for the year.
Principal activities, trading review and future developments
The principal activity of the Group is the provision of logistics and supply chain management services and related systems
expertise to the manufacturing and retail industries. A review of trading and an indication of future developments are contained 
in the Chairman’s statement, and Chief Executive’s and ﬁnancial reviews. Details of overseas activities and turnover generated
outside the UK are contained in the Chief Executive’s review and note 2 to the accounts. 
Share capital
The Company’s issued share capital increased as a result of Ordinary shares allotted in respect of share options exercised during
the year under the Group’s share option schemes. Further details are contained in note 21 to the accounts.
Changes in directors
There have been the following changes to Board membership:
Messrs. M Evans, M S Graham and D Musgrave retired as directors of the Company on 13 December 2002.
Mr S Hammad was appointed as a director of the Company on 3 February 2003.
Mr E Buchan and Mr M Sprague retire by rotation and Mr S Hammad was appointed as a director since the last Annual General
Meeting. Mr J A Harvey has also offered to stand for re-election, being over 65 years of age. Being eligible, each of the directors
submits themselves for re-election. 
Ordinary shares
Substantial shareholdings Number %
Schroder Investment Management 4,120,202 8.47
INVESCO Asset Management 3,708,212 7.62
J A Harvey (including non-beneﬁcial interests) 2,980,800 6.14
Scottish Widows Investment Partnership 2,780,447 5.72
Threadneedle Asset Management 2,436,281 5.01
Insight Investment Management 2,135,934 4.39
Legal and General Investment Management 1,678,287 3.45
Employee involvement 
The success of the Group depends upon the commitment, knowledge and involvement of its people. The Board continues to
encourage accountable and participative management and aims to empower its people and to nurture good relations with staff,
customers and the wider community. The Group gives full and fair consideration to applications from people with disabilities, 
and is a member of the Employer Disability Forum in the UK. Tibbett & Britten is a non-ageist, equal opportunity and racially
integrated employer.
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 the Company magazine, ‘Smart Talk’. Employee representatives are consulted regularly on a wide
range of matters affecting their current and future interests.
Staff are provided with appropriate on and off the job training. A modular in-house Management Development Partnership programme
ensures the development of high quality management standards. Business units are encouraged to achieve the ‘Investors 
in People’ standard, and many have already attained this nationally recognised accreditation. In North America, the Group sponsors
the TBG College, which provides training for management, together with the opportunity to earn nationally recognised college
diplomas in logistics.
Annual employee surveys are conducted, which provides an opportunity for all to provide feedback on the Group’s policies, practices
and approaches to people management. Summary results are published in ‘Smart Talk’. In North America, subsidiary companies
have distinctive cultural programmes designed to instil customer focus, pride and a local identity. 22 Tibbett & Britten Group plc Annual report and accounts 2002
Report of the directors (continued)
The Company has in place a Savings Related Share Option Scheme for UK tax paying employees, to further encourage participation
in the business.
Health, safety and welfare
The Group aims to achieve, as far as is reasonably practicable, the highest standards of health, safety and welfare. Mr Hammad
has speciﬁc responsibility for health and safety and reports to the Board on these matters.
Social, environmental and ethical policy
The Group’s social, environmental and ethical policy is explained on page 30 in the corporate governance report.
Creditors’ payment policy 
The Group operates decentralised supplier payment systems. Its general policy is to ﬁx terms of payment for all suppliers when
agreeing the terms of such business transactions, to ensure the supplier is aware of those terms and to abide by the agreed terms
of payment.
The number of days’ purchases represented by the Group’s year end trade creditors was 61 days. This reﬂects the varied nature of
arrangements with suppliers in the Group’s worldwide operations and the impact of acquisitions, organic growth and the
seasonality of business during the year. 
Annual General Meeting
The Annual General Meeting of the Company will be held on 21 May 2003. Resolutions are being proposed at the Annual General
Meeting to give the directors the permitted authorities to issue authorised but unissued shares (previous authorities expire at the
forthcoming Annual General Meeting). The directors have no present intention to issue shares for cash in the Company other than
pursuant to the Tibbett & Britten Group Share Option Schemes (note 21 to the accounts) and the existing executive incentive
schemes. Full details of all resolutions being proposed are contained in the Notice of Meeting.
Post balance sheet events
There have been no material post balance sheet events.
Auditors
BDO Stoy Hayward have expressed their willingness to continue in ofﬁce and a resolution to reappoint them will be proposed 
at the forthcoming Annual General Meeting.
By Order of the Board, Registered Ofﬁce
Centennial Park
N L Smith Elstree
Secretary Hertfordshire WD6 3TL
25 March 2003 United Kingdom Tibbett & Britten Group plc Annual report and accounts 2002 23
Directors’ remuneration report
Introduction
This report has been prepared in accordance with the Directors’ Remuneration Report Regulations 2002, which introduced new
statutory requirements for the disclosure of directors’ remuneration in respect of periods ending on or after 31 December 2002.
This 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 the report will be proposed at the Annual General Meeting of the Company, at which the ﬁnancial
statements will be approved.
The Regulations require the auditors to report to the Company’s members on the “auditable part” of the 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 auditable sections of the report include those relating to directors’ remuneration and beneﬁts,
share incentive schemes and pension beneﬁts.
Remuneration committee constitution
The remuneration committee is the sole determinant of the total reward package for the Group’s executive directors. It complies
with best practice provisions in its constitution, operation and review of remuneration policy. The committee comprises Mr W A C
Thomson (Chairman), Mr C W E R Buchan and Mr R W Wood. Mr J A Harvey and Mr M R Arrowsmith attend in order to assist
with discussions when requested and the Group HR Director, Mrs J Robbins, attends in the capacity of Secretary. The committee
meets a minimum of twice a year to discuss both routine and exceptional matters. There are no plans to amend substantially the
purpose and function of the committee.
Directors’ remuneration policy
The Company’s aim is to attract, retain and motivate executives capable of achieving the Group’s long term objectives. This is
reﬂected in the Board’s remuneration policy whereby the objective is to position directors’ base salaries at or around the market
median as deﬁned by surveys which are weighted towards the FTSE 250 and in part towards the logistics sector. Annual bonus
and long term incentive schemes (which apply to executive directors only) deliver potentially signiﬁcant additional remuneration
related to performance. For 2003, it is intended to revise the directors’ annual short term incentive plans (‘S.T.I.P.s’) to ensure 
that they become more stretching for exceptional performance, that maximum bonus levels better reﬂect market practice and 
that Mr M Sprague and Mr S Hammad are incentivised against Group as well as Regional proﬁt targets. The total remuneration 
of executive and non-executive directors are reviewed every one and three years respectively.
Key elements of remuneration and beneﬁts
The following table sets out the relative importance of key elements of the remuneration and beneﬁts package of the executive
directors in 2002 and how each element is determined.
Element Value Measure
Total shareholder return relative to the
FTSE mid-250 as well as EPS growth 
of 2% ahead of RPI over each year of
the cycle.
Up to 25% compound proﬁt growth
over each year of the three year cycle.
A maximum award of shares,
deferred to the end of the three
year performance cycle, equal 
to 100% of salary.
A maximum award in cash,
deferred to the end of the three
year performance cycle, of
120% of a provisional award
(which was 65% of salary).
Long term incentives:
(a) For UK based executive directors,
a Performance Share Plan;
(b) For Mr M Sprague, a deferred cash plan.
Share options have not been awarded to any
executive director since 1995.
By reference to Group and/or Regional
proﬁt targets plus individual performance
against key strategic objectives.
Up to 45% of basic salary. 
(50% for Mr M Sprague).
Annual performance bonus.
Salary and beneﬁts are determined
by reference to surveys by specialist
remuneration advisers.
Set at or around the market
median.
Basic salary and beneﬁts. 24 Tibbett & Britten Group plc Annual report and accounts 2002
Directors’ remuneration report (continued)
Remuneration advisers
During 2002, Hay Group assisted the remuneration committee regarding pay levels and market movements. Hay Group also assist
the Group HR function with job evaluation and market data for other management roles.
Directors’ remuneration and beneﬁts (excluding pension)
Basic salary Beneﬁts/other Bonuses Fees 2002 2001
£’000 £’000 £’000 £’000 £’000 £’000
M Arrowsmith 294 20 24 – 338 331
M Evans 155 11 – – 166 150
M Graham 140 9 31 – 180 –
J Harvey 214 14 13 – 241 218
D Musgrave 152 17 – – 169 155
M Sprague 238 4 – – 242 219
M Whiteling 180 10 7 – 197 60
C Buchan – – – 22 22 22
W Thomson – – – 24 24 24
R Wood – – – 20 20 20
1,373 85 75 66 1,599 1,199
Notes
(1) All remuneration for directors joining and leaving during the year relates to their time as Board members.
(2) All above bonuses are payable in March 2003 in respect of 2002 performance.
(3) Mr M Evans resigned from the Board with effect from 13 December 2002 and will leave the Company on 31 December 2003 following contractual notice, during
which time he will continue to enjoy salary and contractual beneﬁts (except annual bonus) at an estimated cost of £177,000. In 2002, Mr M Evans’ salary is
enhanced by a small supplement for trading down his company car entitlement.
(4) Mr M Graham was appointed to the Board on an interim basis on 11 March 2002 and resigned, as agreed, with effect from 15 December 2002. Remuneration 
and beneﬁts shown are on the basis of ten months’ service. Mr D Musgrave resigned from the Board with effect from 15 December 2002.
(5) Mr J A Harvey received remuneration for 2002 at a level below that recommended by the remuneration committee, having waived part of his salary entitlement.
(6) Mr M Sprague’s salary is converted from US dollars to Sterling at $1.51 to £1.00.
(7) Directors’ beneﬁts include the provision of private medical insurance, an expensed Company car, or cash alternative.
(8) The above table excludes the salary supplements to three directors to provide additional pensions. These are set out in the section covering accrued pension beneﬁts.
Annual bonus scheme
In 2002 the annual bonus scheme allowed UK based directors to earn up to 45% of basic salary and Mr M Sprague up to 50% of
base salary (which is more in line with North American market practice). For UK based directors, bonuses in 2002 were considered
against a minimum of three key personal objectives and the achievement of Group and/or divisional internal proﬁt targets. Any
bonuses due are paid annually in March or April.
Service contracts
The policy is to enter into service contracts with executive directors that are of an indeﬁnite term and normally terminable by either
party on 12 months’ notice. This rises to 24 months in the event of change of control for existing directors, although this policy will
not apply to new directors joining from March 2003 onwards. In early 2003, Mr M Sprague was offered a new service contract to
reﬂect the employment and common law protection applicable in Canada, his country of residence. The maximum additional cost 
in the event of Mr M Sprague’s contract being terminated without just cause has been capped at a further 12 months’ salary and
contractual beneﬁts. All contracts include the option, at the Group’s discretion, to make a cash payment in lieu of notice. The aim 
is always to mitigate the Company’s liabilities in the event of a director’s termination. Executive directors must disclose all 
interests in other businesses and may not, without the prior written consent of the Company, enter into any related transaction 
or commercial arrangement. Tibbett & Britten Group plc Annual report and accounts 2002 25
Non-executive directors
Non-executive directors have letters of appointment which confer neither the right to ofﬁce, nor to compensation upon
termination. Current appointments last three years and expire on 31 May 2004 for Mr W A C Thomson, on 31 December 2003 for
Mr C W E R Buchan and on 31 May 2003 for Mr R W Wood. Levels of remuneration comprise a basic salary or fee only and are
determined by the Board, which is guided by competitive market data from remuneration advisers. In future, remuneration policy
may change to pay non-executive directors a basic salary (or fee) and a supplementary payment for each chairmanship they hold.
Accrued pension beneﬁts
The UK executive directors were eligible in 2002 to participate in the Company’s ﬁnal salary pension scheme, which is governed by
an independent trust. From 1 November 2002 the member contribution rate for all existing members was increased to 6% from
5% previously of Pensionable Pay in excess of the State Lower Earnings Limit.
The retirement age for directors under the pension scheme is 60, and they can achieve the maximum pension of two-thirds of their
salary at retirement age after 20 years’ membership, except where limited by the statutory earnings cap. Modest early retirement
reduction factors apply to pensions payable after 20 years’ service on retirement from age 55. Substantial protection is provided 
in the event of serious ill-health. On death before retirement, a capital sum equal to four times salary is payable. On death before 
or in retirement a spouse’s pension of two-thirds of the member’s pension is payable. In all circumstances, children’s allowances
are also payable.
Post retirement pension increases are guaranteed in line with inﬂation up to 5% per annum. The trustees’ general practice has
been to award annual increases reﬂecting inﬂation in full.
Increase in
Transfer Transfer transfer value
Company Accrued Accrued Pension value value Increase during 2002
Age at service to beneﬁt beneﬁt accrued of accrued of accrued in transfer Member’s (Listing
31 Dec 31 Dec 2002 at 31 Dec at 31 Dec during beneﬁts at beneﬁts at value contributions Requirements
Name 2002 (years) 2001
(1)
2002 2002 31 Dec 2001 31 Dec 2002 during 2002 during 2002 basis)
(2)
M Arrowsmith 49 4 9 12 3 94 126 32 5 29
M Evans 57 32 63 72 9 921 1,111 190 7 133
M Graham 44 2253 16 42 26 5 22
J Harvey 67 45 143 143 – 2,064 2,125 61 – –
D Musgrave 57 14 54 63 9 789 964 175 7 125
M Sprague 56 10 32 32 – 464 473 9 – –
M Whiteling 39 11435 24 19 5 14
Notes
(1) Accrued beneﬁt entitlement at 31 December 2001 includes an inﬂation adjustment to 31 December 2002, hence the ﬁgures are higher than those shown last year.
(2) The actuarial basis for calculating the increase in the transfer value during 2002 under the Listing Requirements differs from that speciﬁed under the Directors’
Remuneration Report Regulations, which is the basis used for calculating the other transfer values shown. The Listing Requirements basis also makes a deduction
for price inﬂation and members’ contributions during the year.
(3) Members of the scheme have the option to pay Additional Voluntary Contributions (AVCs) to secure additional beneﬁts which are not included above.
(4) To fund supplementary pension beneﬁts, in line with market expectations for executive directors, taxable salary supplements related to basic salary above the
statutory earnings cap are payable to Mr M R Arrowsmith (32%), Mr M Whiteling (25%) and Mr M Graham (25%). In 2002, these supplements amounted to
£63,000, £21,000 and £15,000 of gross pay respectively.
(5) Mr J A Harvey agreed to defer drawing his pension entitlement beyond his expected retirement age. His pension shown is that which would be paid annually on
immediate retirement and reﬂects that his entitlement at expected retirement age is increased to reﬂect such late payment. No pension contribution has been paid
by the Company on Mr J A Harvey’s behalf since 1996. For the other directors, the pension entitlement shown is that which would be paid annually on retirement 
at the expected retirement age (60) based on service to 31 December 2002.
(6) Mr M Sprague became a deferred pensioner on 1 July 2001. His deferred pension at the date of leaving was £31,800 pa. The Company now funds a money purchase
pension arrangement in Canada, the cost of which in 2002 was £5,000.
(7) All of the above ﬁgures are in £’000s. 26 Tibbett & Britten Group plc Annual report and accounts 2002
Directors’ remuneration report (continued)
Long Term Incentive Plans
The Group operates Long Term Incentive Plans (LTIPs) for executive directors and senior managers in the UK, Americas and
South Africa which link additional remuneration to the creation of exceptional value for shareholders. Participants in the UK receive
a provisional grant of Ordinary shares in the Company related to between 15% and 100% of basic salary each year, which is held 
in trust for three years.
The Company’s performance for the UK scheme is measured over rolling three-year cycles in terms of total shareholder return
relative to the FTSE Mid 250, which the remuneration committee considers represents the peer group for the Company. The size
of the award made when the Plan vests will vary between nil (for below median performance) and 100% (for performance in the
Upper Quintile, e.g. position 50 or better out of 250 companies). Following a review of scheme Rules in 2002, an additional
performance criterion was introduced that the Group’s Earnings per Share (EPS) performance should exceed the rise in the Retail
Prices Index plus 2% per annum over the period. The remuneration committee considers this to be a sufﬁciently stretching set of
targets to reward exceptional performance only. For the 1999-2002 scheme, TSR performance was measured between March/April
1999 and March/April 2002 and led to maximum awards, as detailed below for directors. TSR performance over this three year
cycle is shown graphically in the right hand side graph on the following page.
Date of
provisional Price Actual awards Dividends
award (pence) Date of vesting Provisional share awards (% of provisional awards) earned
April 1999 329 April 2002 M Arrowsmith: 31,368 M Arrowsmith: 31,368 (100%) 3,655
M Evans: 13,982 M Evans: 13,982 (100%) 1,629
J Harvey: 31,915 J Harvey: 31,915 (100%) 3,720
D Musgrave: 20,973 D Musgrave: 20,973 (100%) 2,444
April 2000 700 April 2003 M Arrowsmith: 15,514
M Evans: 11,143
J Harvey: 24,184
D Musgrave: 11,143
May 2001 739 May 2004 M Arrowsmith: 15,345
J Harvey: 23,951
M Graham: 12,991
D Musgrave: 11,042
May 2002 782 May 2005 M Arrowsmith: 37,595
M Graham: 15,038
J Harvey: 27,391
D Musgrave: 12,782
M Whiteling: 23,017
Under the Americas LTIP Rules in place for Mr M Sprague, provisional awards equivalent to 65% of salary were made in January
2000, 2001 and 2002. The actual award for Mr M Sprague in respect of the American operations’ ﬁnancial performance over the
three year cycle to December 2002 is the equivalent of £21,000, which is payable in 2003. The American LTIP commenced in 2000
and, subject to performance, provides cash awards of up to 120% of the provisional awards of salary for success against stretching
targets for annual and compound proﬁt growth (between 20 and 25% growth per annum). Vesting is permitted of 20% per annum
for on-target performance payable at the end of the three year period to those employees still in service. Tibbett & Britten Group plc Annual report and accounts 2002 27
Share option schemes
Market price
At 1 January Exercised at date of exercise At 31 December Exercise price
Exercise period 2002 during the year (pence) 2002 (pence)
M Evans
1 May 2002 – 1 November 2002 (SAYE) 369 369 770.0 (15/5/02) – 467.0
14 April 1997 – 14 April 2004 (ESOS) 10,000 – – 10,000 808.0
14 April 1997 – 14 April 2004 (ESOS) 4,000 4,000 808.0
9 May 1998 – 9 May 2005 (ESOS) 7,500 – – 7,500 518.0
21,869 369 – 21,500 –
D Musgrave
1 May 2002 – 1 November 2002 (SAYE) 369 369 790.0 (1/5/02) – 467.0
14 April 1997 – 14 April 2004 (ESOS) 10,000 – – 10,000 808.0
9 May 1998 – 9 May 2005 (ESOS) 7,500 – – 7,500 518.0
30 October 1998 – 30 October 2005 (ESOS) 3,000 – – 3,000 435.0
20,869 369 – 20,500 –
M Sprague
14 April 1997 – 14 April 2004 (ESOS) 5,000 – – 5,000 808.0
13 October 1997 – 13 October 2004 (ESOS) 20,000 – – 20,000 703.0
30 October 1998 – 30 October 2005 (ESOS) 4,000 – – 4,000 435.0
29,000 – – 29,000 –
M Whiteling
3 October 2007 – 3 April 2008 (SAYE) 0 – – 719 417.0
Under the Tibbett & Britten Group Savings Related (SAYE) and Executive Share Option (ESOS) Schemes, options have been
granted to directors over Ordinary shares of ﬁve pence each. Subject to the Company achieving EPS performance in excess of 
RPI plus 2% in each of the three years prior to exercise, the executive share options are normally exercisable only after 
the expiry of three years from the date of the grant and will lapse if not exercised before ten years from the date of the grant. 
No executive share options were issued or lapsed during 2002. SAYE options are normally exercisable after the expiry of three 
or ﬁve years from the date of the grant and will lapse if not exercised within six months after they become exercisable.
Mr M Evans may continue to exercise options which vest prior to 31 December 2003. The mid-market price of shares at 
31 December 2001 was 597.5 pence and the range during 2002 was 807.5 pence to 382.5 pence.
Comparative performance of Total Shareholder Return (TSR) – 1998 to 2002 inclusive
Notes
(1) The TSR analysis on the left hand side graph is based on the performance of 100 pence invested in shares, re-based at 1 January 1998.
(2) The right hand side graph shows TSR performance over the 2000-2002 LTIP cycle.
(3) The difference between the two graphs can be explained by the different periods under analysis and the fact that the right hand side graph shows comparative
performance over each month of the LTIP cycle, not just at 31 December each year.
Total Shareholder Return (pence)
50
60
70
80
90
100
110
120
130
140
150
Jan ‘98 Dec ‘98 Dec ‘99 Dec ‘00 Dec ‘01 Dec ‘02
50
75
100
125
150
175
200
225
250
275
300
Mar ‘99 Mar ‘00 Mar ‘01 Mar ‘02
Tibbett & Britten Group plc 
–
FTSE 250 
–
Source: Datastream 28 Tibbett & Britten Group plc Annual report and accounts 2002
Directors’ remuneration report (continued)
Directors’ share interests in Tibbett & Britten
Ordinary shares of 5 pence each at 31 December
Beneﬁcial Non-beneﬁcial Beneﬁcial Non-beneﬁcial
2002 2002 2001 2001
M Arrowsmith 47,523 – 10,000 –
M Evans 38,713* – 29,585 –
M Graham –– ––
J Harvey 2,343,855 636,945 2,283,220 636,945
D Musgrave 11,461* – 542 –
M Sprague 20,793 – 20,793 –
M Whiteling 2,600 – 600 –
C Buchan 500 – 500 –
W Thomson 10,000 – 10,000 –
R Wood 1,500 – 1,500 –
*On date of resigning from Board
Beneﬁcial interests in the table above show shares held by directors, either directly or through a nominee or by their spouse. The
executive directors based in the UK are deemed to have a further interest in 177,402 Ordinary shares held by the Tibbett & Britten
Group Employee Trust (185,967 Ordinary shares at 11 March 2003). There were no changes in any of the directors’ interests in
shares shown above between 31 December 2002 and 11 March 2003. None of the directors had any material interest in any
signiﬁcant contract relating to the business of the Company or its subsidiary undertakings during the year.
Approval
This report was approved by the Board of directors on 25 March 2003 and signed on its behalf by:
Mr W A C Thomson
25 March 2003 Tibbett & Britten Group plc Annual report and accounts 2002 29
Corporate governance
Corporate governance
The Tibbett & Britten Board is committed to business integrity and professionalism in all its activities. As part of this commitment,
the Board supports the highest standards of corporate governance contained in the Combined Code on Corporate Governance,
which is appended to the Listing Rules of the Financial Services Authority, and the development of best practice. 
Throughout the year ended 31 December 2002 the Company has been in compliance with the Code provisions set out in section 1
of the Combined Code on Corporate Governance except that for a short period of time there was an imbalance between executive
and non-executive directors, Combined Code Provision A.3. However, it is not considered that such a situation has led to a domination
of the Board's decision making by any one individual or small group of individuals. The Company’s commitment to achieving a balance
of executive and non-executive directors is shown by the fact that during the last year the number of executives has reduced by
two whilst the number of non-executives has remained the same at three.
Further commentary relating to internal controls can be found on page 31.
The Board and Board committees 
The Board comprises the Chairman, Chief Executive, three other executive directors, and three non-executive directors. Their details
appear on pages 18, 19 and 20. Executive directors have responsibility for making and implementing operational decisions and
running the Group’s businesses. The non-executive directors add to the skills and experience of the executive directors, contributing
to the formulation of policy and decision-making through their knowledge and experience of other businesses and sectors.
The Board meets at least eight times a year. The Board has sought to ensure that directors are properly briefed on issues arising
at Board meetings by establishing procedures for: distributing Board papers one week in advance of meetings; considering the
adequacy of the information provided before making decisions; deferring decisions when directors have concerns about the
information available to them. The Board has a formal schedule of matters reserved to it and the continued timelines and quality
of information is kept under review. All directors have access to the advice of the Secretary and independent professional advice
is available to directors in appropriate circumstances at the Company’s expense. 
No non-executive director has been on the Board for more than seven years and none of them has any signiﬁcant business 
or other relationship with the Group. All of them are considered to be independent. Edward Buchan is the recognised senior 
non-executive director on the Board.
The Board considers that it has shown its commitment to leading and controlling the Company by disseminating throughout the
Group the Group’s current strategy and also by introducing periodical breakfast meetings whereby the Chief Executive Ofﬁcer 
Mike Arrowsmith explains that strategy to senior employees and seeks their comment and input. Both the executive and 
non-executive directors make regular visits to the Group’s businesses and meet with senior management to facilitate their
understanding of the Group. Directors are also offered appropriate training, especially if they have not previously been appointed 
to the Board of a listed company.
At each Annual General Meeting, one-third of the directors retire and offer themselves for re-election. This means that each director
stands for re-election at least once every three years. All directors are now subject to re-election every two years rather than every
three years as required by the provisions of the Combined Code.
Board committees
Speciﬁc responsibilities have been delegated to the Board committees. The three principal Board committees are:
Audit committee Remuneration committee Nominations committee
Edward Buchan, Chairman Bill Thomson, Chairman John Harvey, Chairman
Bill Thomson Edward Buchan Edward Buchan
Robert Wood Robert Wood Bill Thomson
The audit committee meets at least three times a year with the Group’s senior management, the internal audit team and the external
auditors to review, inter alia, the Group’s annual and interim ﬁnancial statements, internal audit and compliance reports and the
effectiveness of the Group’s systems of risk assessment and internal control. Periodically, it also approves and reviews the appointment
and retirement of the external auditors, as well as their relationship with the Group.
The remuneration committee meets at least twice a year. Its role is described further in the section on remuneration. 
The nominations committee is chaired by the Group Chairman, except when the committee is considering the succession of the
Group Chairman, in which case the Chairman of the audit committee also chairs the nominations committee. The committee’s
other members are all non-executive directors. The committee considers and makes recommendations to the Board on all new
Board appointments. Corporate governance (continued)
Pension schemes
There are several pension arrangements within the Group. The principal UK scheme is the Tibbett & Britten Pension Scheme. The
corporate trustee of the Tibbett & Britten Pension Scheme is Tibbett & Britten Pension Trust Limited, the Board of which currently
comprises three appointees of Tibbett & Britten Group plc and ﬁve other members, four of whom are nominated by the employee
members of the schemes. The Chairman of the Board is Sidney Gould, who retired as Vice Chairman of Tibbett & Britten Group plc
in 1994. Members of the scheme receive an annual statement of their accrued beneﬁts. The assets of the pension schemes are
held separately from those of the Group and are independently managed by professional fund management companies.
Relations with shareholders
Tibbett & Britten encourages shareholders to attend the Annual General Meeting, which provides an opportunity for shareholders 
to ask questions of the Board, including the Chairmen of the audit, remuneration and nominations committees. The Notice 
of the Annual General Meeting and all related papers are sent to shareholders at least 20 working days before the meeting. 
The Group also makes full use of the internet in its external communications, and has a detailed and regularly updated website 
at www.tibbett-britten.com. This is linked to a number of daughter sites, some in local languages.
The directors seek to build on a mutual understanding of objectives between the Group and its institutional shareholders by making
an annual strategic presentation to institutional investors; meeting shareholders to discuss long term issues and obtain feedback;
communicating regularly throughout the year and issuing trading updates.
Social, environmental and ethical matters
The Board understands the signiﬁcance of social, environmental and ethical matters to the Group’s business and takes regular
account of them.
The Group made charitable donations of £0.1m during the year. It is the policy of the Group to contribute to relevant and
worthwhile community causes wherever it operates.
Tibbett & Britten continues to be a prime supporter, both ﬁnancially and in kind, of TRANSAID Worldwide – the UK-based transport
industry charity. Mr Harvey is the current Chairman of TRANSAID. The charity operates in some of the most deprived regions of the
world, and aims to improve the effectiveness of transport in contributing to economic and social development, and the alleviation
of poverty. Its projects are designed to provide lasting solutions (see www.transaid.org for more information).
In North America, member companies are encouraged to contribute to causes in the local communities which they serve, such 
as school district programmes and campaigns for families in need. Several member companies have memberships in United Way
and Red Cross.
The Group makes no political donations and has not incurred any political expenditure during the year under review.
Tibbett & Britten is committed to minimising damage to the environment and has developed standards for good environmental
management. It is implementing an environmental action plan which involves all staff with a view to meeting or exceeding
all relevant environmental standards. The Company pursues policies to reduce energy use and cut the emission of greenhouse
gases. It signed a comprehensive corporate environmental policy in 1992, and remains committed to reducing energy consumption,
waste and pollution.
To support this policy, our Environmental Management System ensures that there is a main Board director, Mr Hammad, responsible
for these matters and that the risks identiﬁed are appropriately managed. Mr Hammad reports to the Board on any signiﬁcant risks
to, and opportunities for, the Group which arise. There are local trainers to co-ordinate the environmental programme.
Joint Retail Logistics, the Group’s 50% owned general merchandise transport contractor (in association with dedicated customer
Marks & Spencer) won a 2002 Motor Transport Award for improving the environmental beneﬁts of urban vehicles.
The Group continues to use its Energy and Environmental Checklist for warehouse design and refurbishment. Under thirty-nine
headings – ranging from ‘Insulation’ to ‘Oil Storage Management’ – this speciﬁes energy and water conservation features to be
considered in any new warehouse development or before refurbishment of existing facilities.
The Group continues to specify the latest, most fuel-efﬁcient engines for its vehicles and invests in technical and aerodynamic features
to improve fuel efﬁciency. Planned maintenance programmes ensure that vehicles operate in peak mechanical condition with the
lowest possible levels of exhaust emissions. Drivers are trained and retrained, and provided with incentives for fuel-efﬁcient driving.
Tibbett & Britten continues to take action to maximise the proportion of waste that it recycles, thereby cutting both the quantity
of waste to landﬁll (reducing methane gas) and the amount of transport used in its collection and disposal (reducing air pollution).
The Group’s approach to employee involvement is described in the report of the directors on page 21. An ethical policy was
introduced in 2001 and has since been communicated throughout the Group. Employees are expected to comply with this policy in
all their business dealings.
30 Tibbett & Britten Group plc Annual report and accounts 2002 Tibbett & Britten Group plc Annual report and accounts 2002 31
Directors’ responsibility for ﬁnancial reporting 
and internal control
Financial statements
The following statement, which should be read in conjunction with the auditors’ report set out on page 59, is made with a view
to distinguishing for shareholders the respective responsibilities of the directors and of the auditors in relation to the accounts.
The Companies Act 1985 requires the directors to ensure that the ﬁnancial statements for the end of the ﬁnancial year and the
Group’s proﬁt or loss for that ﬁnancial year give a true and fair view of the state of affairs of the Company and the Group. In addition,
the directors are responsible for the maintaining of accounting records which disclose with reasonable accuracy the ﬁnancial position
of the Group.
The directors have reviewed the effectiveness of the systems of ﬁnancial control and consider that, in preparing the ﬁnancial
statements, the Group has used appropriate accounting policies, consistently applied and supported by reasonable and prudent
judgements and estimates, and that all applicable accounting standards have been followed.
Internal control
The Board has overall responsibility for maintaining a system of internal control and manages risk across the Group through
risk management policies and procedure, the use of control self-assessment process and the Group audit department. The risk
management processes are designed to ensure that sound business practices and internal controls are embedded within the
operation. The risk-based internal control processes, including control self-assessment, are in place to help identify, evaluate and
manage signiﬁcant risks and to assess the effectiveness of the related internal control system.
In accordance with the Combined Code the directors review all the Group controls including operation, risk management and
compliance, as well as internal and ﬁnancial control on an annual basis. There are clearly deﬁned levels of responsibility and authority
and appropriate reporting requirements throughout the Group. The organisation structure includes the audit committee appointed
by the Board, which together with the Group audit department and the Group Finance Director, has assessed the effectiveness of
the internal control environment within the Group. The audit committee meets regularly and comprises independent non-executive
directors with responsibility to oversee the entire audit process and to review management’s reports on internal ﬁnancial control,
ﬁnancial reporting and risk management.
The audit committee has unrestricted access to both the internal and external auditors. It meets with the external auditors at least
once each year. The independence and objectivity of the external auditors is considered periodically together with the scope and
results of the audit and its cost effectiveness.
In respect of non-audit work the audit committee ensures that the independence and objectivity of the auditor is maintained, taking
into account the relevance of the skills and experience of the auditor for any given task and the fee levels. A formal policy in respect
of non-audit work setting the terms of engagement of the auditor is applied.
Following each audit committee meeting, the Chairman of the committee reports to the Board and minutes of such meetings are
circulated to all members of the Board.
This environment can only provide reasonable and not absolute assurance against material misstatement or loss, and is designed
to manage rather than eliminate the risk of failure to achieve business objectives.
Group standards and guidelines and the control self-assessment process provide a control framework, with which the operating
divisions comply while maintaining a system of control and procedures appropriate to their own business environment. There is
a comprehensive medium term planning and budgeting process leading to approval by the Board of annual Group budgets. One,
three and ﬁve year plans are prepared and risks and sensitivities analysed. Under-managed risks are identiﬁed and remedial action
taken. Consideration of these plans then forms part of the annual review by the Board directors of the systems in place for assessing
and managing major risks which may materially affect the business. Monthly results, prepared by the operating divisions, are reported
against the budget and the previous year and remedial action is agreed upon, as appropriate. These systems were in place for 2002
and through the audit committee the Board has reviewed the Group’s system of internal controls for the period covered by the
annual report and accounts.
The Group audit department has the responsibility for monitoring risk management and internal control processes. The department
assesses business risk, processes, procedures and the system of control within operating divisions and agrees with management
their plans to improve control processes to minimise risk. The department reports quarterly on the progress made by the operating
divisions to the audit committee and annually to the Board.
Going concern
The directors conﬁrm that, after making enquiries, they have a reasonable expectation that the Group has adequate resources
to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis
in preparing the accounts. 32 Tibbett & Britten Group plc Annual report and accounts 2002
Consolidated proﬁt and loss account
Year ended 31 December 2002
Before goodwill Goodwill
Before goodwill Goodwill amortisation and amortisation and 
amortisation and amortisation and exceptional items exceptional items Total
exceptional items exceptional items Total 2001 2001 2001
2002 2002 2002 as restated as restated as restated
£m £m £m £m £m £m
Turnover (note 2)
Existing operations 1,475.9 – 1,475.9 1,405.6 – 1,405.6
Acquisitions 41.0 – 41.0 –––
Continuing operations 1,516.9 – 1,516.9 1,405.6 – 1,405.6
Discontinued operations – – – 64.2 – 64.2
1,516.9 – 1,516.9 1,469.8 – 1,469.8
Less: share of joint ventures
turnover (continuing operations) (44.1) – (44.1) (40.6) – (40.6)
1,472.8 – 1,472.8 1,429.2 – 1,429.2
Operating proﬁt (notes 3 and 6)
Continuing operations
Existing operations 29.3 (14.7) 14.6 34.9 (10.5) 24.4
Acquisitions 1.9 (1.3) 0.6 – – – 
31.2 (16.0) 15.2 34.9 (10.5) 24.4 
Share of joint ventures 
and associates 4.1 (0.1) 4.0 2.5 – 2.5
35.3 (16.1) 19.2 37.4 (10.5) 26.9 
Discontinued operations
Group – – – 1.5 0.1 1.6 
Share of joint ventures 
and associates – – – 0.1 – 0.1 
– – – 1.6 0.1 1.7
35.3 (16.1) 19.2 39.0 (10.4) 28.6 
Loss on disposal of business (note 6) – (29.5)
Net interest payable (note 7)
Group 6.3 7.3
Share of joint ventures and associates 0.4 0.4
Other ﬁnance income (0.8) (1.2)
5.9 6.5 
Proﬁt/(loss) on ordinary activities before taxation 13.3 (7.4)
Tax on proﬁt/(loss) on ordinary activities (note 8) 10.7 9.9
Proﬁt/(loss) for the ﬁnancial year 2.6 (17.3)
Dividends (note 9) 12.3 11.8
Transferred from reserves (9.7) (29.1)
Earnings per share (pence) (note 10)
Basic 5.4 (36.0)
Adjusted – before goodwill amortisation and exceptional items 38.7 43.1
Diluted 5.4 (36.0) Tibbett & Britten Group plc Annual report and accounts 2002 33
Consolidated balance sheet
At 31 December 2002
Group Group
2002 2001
Note £m as restated
£m
Fixed assets
Intangible assets 11 46.8 25.2
Tangible assets 12 174.2 173.5
Investments
Investment in joint ventures
Share of gross assets 22.2 18.7
Share of gross liabilities (18.0) (14.9)
4.2 3.8
Other investments 6.8 2.4
13 11.0 6.2
232.0 204.9
Current assets
Stocks 14 4.4 4.6
Debtors – amounts falling due within one year 15 192.9 192.5
– amounts falling due after more than one year 15 18.7 18.9
211.6 211.4
Investments 13 9.0 16.1
Cash 16 44.8 38.6
269.8 270.7
Creditors
Amounts falling due within one year 17 303.3 274.2
Net current liabilities (33.5) (3.5)
Total assets less current liabilities 198.5 201.4
Creditors
Amounts falling due after more than one year 18 88.9 71.0
Provisions for liabilities and charges 20 4.0 6.1
Net assets excluding pension liability 105.6 124.3
Pension liability 29 (72.1) (33.6)
Net assets including pension liability 33.5 90.7
Capital and reserves
Called up share capital 21 2.4 2.4
Share premium accounts 22 7.0 5.4
Revaluation reserve 24 13.4 13.4
Other reserves 24 6.9 6.9
Proﬁt and loss account 24 3.8 62.6
Shareholders’ funds 33.5 90.7
All shareholders’ funds are attributable to equity interests. 34 Tibbett & Britten Group plc Annual report and accounts 2002
Company balance sheet
Year ended 31 December 2002
2002 2001
Note £m £m
Fixed assets
Investments 13 77.5 80.2
Current assets
Debtors 15 244.0 216.2
Creditors
Amounts falling due within one year 17 146.2 135.0
Net current assets 97.8 81.2
Total assets less current liabilities 175.3 161.4
Creditors
Amounts falling due after more than one year 18 69.0 52.9
106.3 108.5
Capital and reserves
Called up share capital 21 2.4 2.4
Share premium account 22 7.0 5.4
Revaluation reserve 24 2.4 2.4
Other reserves 24 79.8 79.8
Proﬁt and loss account 24 14.7 18.5
Shareholders’ funds 106.3 108.5
All shareholders’ funds are attributable to equity interests.
These ﬁnancial statements were approved by the Board on 25 March 2003.
J A Harvey M A Whiteling
Chairman Finance Director Tibbett & Britten Group plc Annual report and accounts 2002 35
Consolidated statement of total recognised
gains and losses
For the year ended 31 December 2002
2001
2002 as restated
£m £m
Proﬁt/(loss) for the year
Group (0.4) (19.2)
Joint ventures and associates 3.0 1.9
Proﬁt/(loss) for the year 2.6 (17.3)
Exchange variances (10.6) (1.0)
Actuarial loss relating to the pension scheme (55.2) (48.0)
UK deferred tax attributable to actuarial gain 16.7 14.4
Total recognised losses relating to year (46.5) (51.9)
Prior year adjustments (40.4) –
Total losses recognised since last Annual Report and ﬁnancial statements (86.9) (51.9)
Note of historical cost proﬁt and losses
For the year ended 31 December 2002
2001
2002 as restated
£m £m
Reported and historical cost proﬁt/(loss) on ordinary activities before taxation 13.3 (7.4)
Historical cost (loss) for the year retained after taxation, minority interests and dividends (9.7) (29.1) 36 Tibbett & Britten Group plc Annual report and accounts 2002
Consolidated cash ﬂow statement
Year ended 31 December 2002
Reconciliation of cash ﬂow to movement
in net debt
Year ended 31 December 2002
Year end
Year end 2001
2002 as restated
Note £m £m
Net cash inﬂow from operating activities (a) 74.6 73.6
Dividends from joint ventures 2.7 1.3
Returns on investment and servicing of ﬁnance (b) (7.1) (7.4)
Taxation (6.3) (14.1)
Capital expenditure and ﬁnancial investment (c) (14.6) (20.2)
Acquisitions and disposals (d) (42.3) 23.2
Equity dividends paid (12.0) (11.3)
Cash (outﬂow)/inﬂow before use of liquid resources and ﬁnancing (5.0) 45.1
Management of liquid resources 0.3 (0.4)
Financing – issue of shares (e) 1.6 0.9
– increase/(decrease) in debt and lease ﬁnancing (e) 3.7 (16.7)
Increase in cash 0.6 28.9
Year end
Year end 2001
2002 as restated
Note £m £m
Increase in cash in the year 0.6 28.9 
Cash (inﬂow)/outﬂow from movement in liquid resources (0.3) 0.4 
Cash (inﬂow)/outﬂow from movement in debt and lease ﬁnancing (3.7) 16.7 
Change in net debt resulting from cash ﬂows (3.4) 46.0
Net ﬁnance leases (5.2) (3.3)
Loans and ﬁnance leases disposed with subsidiary (2.7) (0.3)
Translation difference (1.8) (0.3)
Movement in net debt in the year (13.1) 42.1
Net debt at beginning of year (54.1) (96.2)
Net debt at end of year (f) (67.2) (54.1) Tibbett & Britten Group plc Annual report and accounts 2002 37
Notes to the consolidated cash ﬂow statement
2001
2002 as restated
£m £m
(a) Net cash ﬂow from operating activities
Group operating proﬁt 15.2 26.0
Exceptional goodwill write down 6.0 – 
Exceptional write down of current asset investments 7.1 2.3
Depreciation and amortisation 32.2 31.2
Proﬁt/(loss) on sale of ﬁxed assets (2.8) 0.2
Decrease in stocks 0.1 0.4
Decrease in debtors 13.4 10.4
Increase/(decrease) in creditors 5.5 (2.0)
Adjustment for pension liability 0.5 1.3
Exchange adjustments (2.6) 3.8
Net cash inﬂow from operating activities 74.6 73.6
(b) Returns on investment and servicing of ﬁnance
Interest received 2.7 3.5
Interest paid (8.5) (9.7)
Interest element of ﬁnance lease repayments (1.3) (1.2)
Net cash (outﬂows) for returns on investment and servicing of ﬁnance (7.1) (7.4)
(c) Capital expenditure and ﬁnancial investments
Purchase of tangible ﬁxed assets (32.2) (33.7)
Purchase of ﬁxed asset investment – (0.3)
Sale of tangible ﬁxed assets 17.6 13.8
Net cash (outﬂow) for capital expenditure and ﬁnancial investment (14.6) (20.2)
(d) Acquisitions and disposals
Purchase of subsidiary undertakings (including deferred consideration) (38.1) (19.2) 
Net cash acquired with subsidiary (0.9) 2.2
Sale and closure of subsidiary businesses – 47.3
Net cash disposed of with subsidiary – (5.9)
Investment in joint ventures and associates (3.3) (1.2)
Net cash (outﬂows)/inﬂows from acquisition and disposals (42.3) 23.2  38 Tibbett & Britten Group plc Annual report and accounts 2002
Notes to the consolidated cash ﬂow statement (continued)
2001
2002 as restated
£m £m
(e) Financing
Issue of Ordinary share capital 1.6 0.9
(Decrease)/increase in short term borrowings (5.9) 7.9
Increase/(decrease) in long term borrowing 13.4 (21.1)
Capital element of ﬁnance lease rental payments (3.8) (3.5)
Net cash inﬂow/(outﬂow) from ﬁnancing 5.3 (15.8)
At 1 January Acquisitions Other non- Exchange At 31 December
2002 Cash ﬂow and disposals cash changes movement 2002
£m £m £m £m £m £m
(f) Analysis of net debt
Cash at bank and in hand 37.2 6.6 – – (0.2) 43.6
Overdrafts (10.1) (6.0) – – – (16.1)
27.1 0.6 – – (0.2) 27.5
Debt due after one year (55.6) (13.4) – – – (69.0) 
Debt due within one year (15.4) 5.9 (2.2) – (1.0) (12.7)
Finance leases (11.6) 3.8 (0.5) (5.2) (0.7) (14.2)
Liquid resources 1.4 (0.3) – – 0.1 1.2 
Total net debt (54.1) (3.4) (2.7) (5.2) (1.8) (67.2) 
Liquid resources represents short term deposits at banks and ﬁnancial institutions. Tibbett & Britten Group plc Annual report and accounts 2002 39
Notes to the accounts
For the year ended 31 December 2002
1. Accounting policies
The ﬁnancial statements have been prepared under the historical cost convention, as modiﬁed by the revaluation of certain assets, and are in
accordance with applicable accounting standards. The following principal accounting policies have been applied:
Changes to accounting policies The Group has adopted the provisions of FRS 17 (Accounting for Retirement Beneﬁts) and FRS 19 (Accounting for
Deferred Tax) in full during the year and has made the required disclosure in notes 8 and 29 respectively. 2001 comparatives have also been restated
for these accounting policy changes as set out in note 23. There have been no other changes to the accounting policies of the Group in the year.
Consolidation The consolidated accounts incorporate the accounts of Tibbett & Britten Group plc and all subsidiary undertakings made up to
31 December 2002. Associated undertakings are accounted for by the equity method and joint ventures by the gross equity method. The results
of subsidiary, joint venture and associated undertakings are included for their respective periods of ownership by the Group.
Goodwill Goodwill, representing the excess of the fair value of the consideration for purchase of subsidiary undertakings over the fair value of net
assets acquired and other purchased goodwill, is capitalised in the year of acquisition. It is amortised through the proﬁt and loss account over the
directors’ estimate of its useful life, which is between ﬁve and 20 years. As permitted by FRS 10, goodwill arising on acquisitions prior to 1 January
1998 has not been reinstated to intangible ﬁxed assets from reserves.
Turnover Turnover represents the net invoiced value of goods and services sold outside the Group exclusive of value added and sales taxes.
Depreciation Depreciation is provided to write off the cost or valuation, less estimated residual values, of all tangible ﬁxed assets, except freehold
land, over their expected useful lives. Certain ﬁxed assets are depreciated in line with the residual values provided under contractual arrangements
with customers. Depreciation is generally calculated on a straight line basis on the original cost or valuation of the assets at the following rates:
Freehold buildings 2%-6
2
⁄3% pa Motor vehicles 6%-33
1
⁄3% pa
Leasehold land and buildings over the length of the lease Plant and ﬁttings 7%-33
1
⁄3% pa
Investments Fixed asset investments are held at cost unless, in the opinion of the directors, there has been an impairment, in which case an
appropriate adjustment is made. Current asset investments are stated at the lower of cost and net realisable value.
Foreign currency Assets and liabilities of overseas subsidiary undertakings, joint ventures and associates are translated into sterling at the rates of
exchange ruling at the balance sheet date. The effect of variances in exchange rates between the beginning and the end of the ﬁnancial year on the
net investment in subsidiary undertakings, joint ventures and associates is dealt with through reserves. The results of overseas subsidiary undertakings,
joint ventures and associates are translated into sterling using average exchange rates for the ﬁnancial year and variances compared with exchange
rates at the balance sheet date are dealt with through reserves. All other monetary assets and liabilities expressed in foreign currencies are translated
into sterling at the rates of exchange ruling at the balance sheet date. Resulting exchange gains and losses are taken to the proﬁt and loss account.
Taxation Deferred taxation 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 revalued unless by the balance sheet date there is a binding agreement to sell the revalued
assets and the gain or loss expected to arise on sale has been recognised in the ﬁnancial statements. Neither is deferred tax 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 recognised in respect of the retained earnings of overseas subsidiaries and associates only to the extent that, at 
the balance sheet date, dividends have been accrued as receivable or a binding agreement to distribute past earnings in future has been entered
into by the subsidiary or associate. 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.
Leased assets Plant, equipment and vehicles which are leased, but provide the Group with substantially all the risks and rewards of ownership, are
capitalised at the original cost of the lease and depreciated over their expected useful lives. Lease payments are split between capital and interest
using the actuarial method. Interest payments are charged to the proﬁt and loss account and capital payments reduce the amounts payable to the
lessor. Payments in respect of operating leases are charged to the proﬁt and loss account in the period to which they relate.
Revaluation of properties and ﬁxed asset investments The Group has taken advantage of the transitional provisions of FRS 15 ‘Tangible Fixed
Assets’ and retained the book amounts of certain freehold properties which were revalued prior to the implementation of that standard. The properties
were last revalued at 31 December 1995 and the valuations have not subsequently been updated.
Contract accounting Costs and revenues relating to contracts with customers are matched on an accruals basis over the contract lives.
Pension costs For deﬁned beneﬁt schemes 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 credits adjacent to interest. Actuarial gains and losses are recognised
immediately in the statement of total recognised gains and losses.
Deﬁned beneﬁt schemes are funded, with the assets of the scheme held separately from those of the Group, in separate trustee administered
funds. 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 related deferred tax is presented separately after other net assets on the face of the balance sheet. 40 Tibbett & Britten Group plc Annual report and accounts 2002
Notes to the accounts (continued)
1. Accounting policies (continued)
For deﬁned contribution schemes the amount charged to the proﬁt and loss account in respect of pension costs and other post-retirement beneﬁts
is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either
accruals or prepayments in the balance sheet.
Financial instruments In relation to the disclosures made in note 19, short term debtors and creditors are not treated as ﬁnancial assets or liabilities.
The Group does not trade in derivative ﬁnancial instruments.
Employee share schemes The cost of awards to employees under the Long Term Incentive Plan is recognised over the periods to which the
employees’ performance relates. No cost is recognised in respect of SAYE schemes that are offered on similar terms to all, or substantially,
all employees.
Contingencies In the normal course of business the Group enters into litigation and dispute resolution proceedings in contracts. The Group legal
department control the appointment of external legal advisers to assess risks, advise and act on the Group’s behalf. This advice forms the basis 
of any provisions and disclosures made in the accounts.
2. Segmental information
UK and Mainland Rest of
Ireland Europe Americas the World Total
2002 continuing operations £m £m £m £m £m
Turnover (including share of joint ventures) 612.5 225.3 605.3 73.8 1,516.9
Operating proﬁt before goodwill amortisation and exceptional items 14.1 4.0 15.9 1.3 35.3
Goodwill amortisation (0.3) (1.0) (1.6) (0.1) (3.0) 
Exceptional items (7.1) – (6.0) – (13.1) 
Operating proﬁt 6.7 3.0 8.3 1.2 19.2
Share of joint ventures’ and associates’ proﬁt (3.8) (0.1) – (0.1) (4.0) 
Group operating proﬁt 2.9 2.9 8.3 1.1 15.2
Net operating assets 63.0 77.9 24.7 13.7 179.3
2001 continuing operations – as restated
Turnover (including share of joint ventures) 563.8 197.5 584.9 59.4 1,405.6 
Operating proﬁt before goodwill amortisation and exceptional items 15.0 6.0 15.6 0.8 37.4 
Goodwill amortisation (0.3) (1.0) (0.5) – (1.8) 
Exceptional items (8.1) (0.6) – – (8.7) 
Operating proﬁt 6.6 4.4 15.1 0.8 26.9 
Share of joint ventures’ and associates’ proﬁt (2.5) – – – (2.5) 
Group operating proﬁt 4.1 4.4 15.1 0.8 24.4 
Net operating assets 82.9 72.0 16.0 9.8 180.7 
2001 discontinued operations – as restated
Turnover (including share of joint ventures) 11.1 53.1 – – 64.2 
Operating proﬁt before goodwill amortisation and exceptional items 0.2 1.4 – – 1.6
Goodwill amortisation – 0.1 – – 0.1
Exceptional items –––––
Operating proﬁt 0.2 1.5 – – 1.7
Share of joint ventures’ and associates’ proﬁt – (0.1) – – (0.1)
Group operating proﬁt 0.2 1.4 – – 1.6
Net operating assets –––––
Finance and other net non-operating liabilities, together totalling £73.7m (2001 – £56.4m) are excluded from net operating assets. Tibbett & Britten Group plc Annual report and accounts 2002 41
3. Operating expenses
Total
Continuing Exceptional continuing
operations costs (note 6) operations
2002 £m £m £m
Operating proﬁt is after charging/(crediting):
Other external charges 465.9 7.1 473.0
Staff costs (note 4) 780.2 – 780.2
Depreciation 29.3 – 29.3
Goodwill amortisation 3.0 6.0 9.0
(Proﬁt)/loss on disposal of ﬁxed assets (2.7) – (2.7) 
Hire of plant and machinery:
Operating lease rentals 45.0 – 45.0
Other rentals 40.1 – 40.1
Other operating lease rentals (including land and buildings) 83.7 – 83.7
Share of proﬁts of joint ventures and associate undertakings (4.0) – (4.0) 
1,440.5 13.1 1,453.6
Total 
Continuing Exceptional continuing Discontinued
operations costs (note 6) operations operations Total
2001 – as restated £m £m £m £m £m
Operating proﬁt is after charging/(crediting):
Other external charges 441.9 2.3 444.2 40.1 484.3
Staff costs (note 4) 723.4 3.4 726.8 17.3 744.1
Depreciation 26.7 – 26.7 2.8 29.5
Goodwill amortisation 1.8 – 1.8 (0.1) 1.7
(Proﬁt)/loss on disposal of ﬁxed assets (3.2) 3.0 (0.2) 0.4 0.2
Hire of plant and machinery:
Operating lease rentals 36.2 – 36.2 – 36.2
Other rentals 33.8 – 33.8 1.0 34.8
Other operating lease rentals (including land and buildings) 71.3 – 71.3 1.1 72.4
Share of proﬁts of joint ventures and associate undertakings (2.5) – (2.5) (0.1) (2.6)
1,329.4 8.7 1,338.1 62.5 1,400.6
Auditors’ remuneration in the year amounted to £0.9m (2001 – £0.8m). In addition non-audit fees payable in the UK amounted to £0.3m 
(2001 – £0.3m). 42 Tibbett & Britten Group plc Annual report and accounts 2002
Notes to the accounts (continued)
4. Staff costs, including directors
2001
2002 as restated
£m £m
Wages and salaries 647.6 608.0
Social security costs 97.4 97.5
Pension costs
– Deﬁned beneﬁt 6.8 7.2 
– Deﬁned contribution 17.8 17.2 
Other staff costs 10.6 14.2
780.2 744.1
2002 2001
Average monthly number of employees, including directors Number Number
Transport and distribution 38,593 33,904
5. Directors’ emoluments
2002 2001
£m £m
Basic salaries 1.4 1.0
Beneﬁts/other 0.1 0.3
Bonuses – 0.1
Fees as directors 0.1 0.1
1.6 1.5
Further details of directors’ emoluments are shown in the directors’ remuneration report on pages 23 to 28 together with details of share options
granted to directors and directors’ share of interests at 31 December 2002. All executive directors are members of the UK deﬁned beneﬁt 
pension scheme.
6. Exceptional items
2002 2001
£m £m
Operating items
Exceptional costs of restructuring – (6.4)
Exceptional write down of current asset investments (7.1) (2.3)
Exceptional goodwill write down (6.0) –
Non-operating items
Exceptional proﬁt on disposal and closure of businesses – 9.5
Less: goodwill previously written off – (39.0)
Total loss on disposal of businesses – (29.5)
(13.1) (38.2)
Exceptional operating costs of £13.1m include a charge of £6.0m for goodwill impairment in Argentina and a charge of £7.1m which reﬂects the
diminution in value of Ordinary shares in AutoLogic Holdings plc received in 2001 as part of the consideration for the sale of the Axial business. Tibbett & Britten Group plc Annual report and accounts 2002 43
7. Net ﬁnance cost
2001
2002 as restated
£m £m
Short term bank deposit interest 0.5 1.6
Other ﬁnancial income 2.2 0.4
Interest on loans repayable wholly or in part after ﬁve years (2.7) (3.0)
Interest payable on bank loans, overdrafts and other loans repayable within ﬁve years (5.2) (5.0)
Finance leases (1.1) (1.3)
Net ﬁnance cost in Group companies excluding pension scheme (6.3) (7.3)
Net return of pension scheme 0.8 1.2
Net ﬁnance cost in Group companies (5.5) (6.1)
Share of associates’ net ﬁnance costs (0.4) (0.4)
(5.9) (6.5)
8. Tax on proﬁt on ordinary activities
2001
2002 as restated
£m £m
Current tax
UK corporation tax 4.5 2.2
Double tax relief – –
4.5 2.2
Foreign tax 6.9 10.0
11.4 12.2
Adjustments in respect of prior years
UK corporation tax (2.2) 1.2
Foreign tax 0.8 0.6
Total current tax 10.0 14.0
Deferred tax
Origination and reversal of timing differences (0.3) (4.8)
Total deferred tax (0.3) (4.8)
Share of tax charge for joint ventures and associates 1.0 0.7
Total tax on proﬁt on ordinary activities 10.7 9.9 44 Tibbett & Britten Group plc Annual report and accounts 2002
Notes to the accounts (continued)
8. Tax on proﬁt on ordinary activities (continued)
The difference 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. 
2002 2001
£m £m
Proﬁt/(loss) on ordinary activities before tax 13.3 (7.4)
Less: share of joint ventures’ and associates’ proﬁt before tax (3.6) (2.2)
Group proﬁt/(loss) on ordinary activities before tax 9.7 (9.6)
Tax on Group proﬁt/(loss) on ordinary activities at standard UK corporate rate of 30% (2001 – 30%) 2.9 (2.9)
Effects of:
Expenses not deductible for tax purposes 6.5 10.5
Reversal of timing differences not previously recognised 0.5 (1.0)
Utilisation of tax losses 0.3 –
High tax rates on overseas earnings 0.9 0.8
Adjustments to tax charge in respect of previous periods (1.4) 1.8
Group current tax charge for period 9.7 9.2
The tax charge in future periods may be affected by:
The Group earns a signiﬁcant proportion of its proﬁts overseas. The Group’s overseas tax rates are generally higher than those in the UK.
No provision has been made for deferred taxation on gains recognised on the revaluation of properties as there is currently no intention to sell
those properties. The amount of deferred tax that has not been provided on revalued ﬁxed assets is £4.0m (2001 – £4.0m).
The Group provides for deferred tax assets if it is more likely than not that they will reverse in the future. Some of the Group’s overseas operations
have generated tax losses in the past, the future utilisation of which is uncertain. The Group has therefore not recognised a deferred tax asset of
£2.3m (2001 – £2.4m) in respect of tax losses of overseas companies.
9. Dividends
2002 2001
£m £m
Interim paid of 7.9 pence net per Ordinary share (2001 – 7.6 pence) 3.8 3.7
Final proposed of 17.4 pence net per Ordinary share (2001 – 16.8 pence) 8.5 8.1
12.3 11.8 Tibbett & Britten Group plc Annual report and accounts 2002 45
10. Earnings per Ordinary share
2001
2002 as restated
pence pence
Basic earnings/(loss) per Ordinary share 5.4 (36.0)
Adjusted basic earnings per Ordinary share before goodwill and exceptional items 38.7 43.1
Diluted earnings/(loss) per Ordinary share 5.4 (36.0)
Average number of Ordinary shares in issue during the year weighted on a time basis
Basic 48,342,850 48,010,254
Diluted 48,824,943 48,010,254
The difference between the average number of shares in issue on a basic and diluted basis reﬂects those shares which would be issued at nil
consideration under the Company’s share option schemes. No material dilution applies to 2002. The proﬁt attributable to shareholders used in
calculating basic and diluted earnings per share was as follows:
2001
2002 as restated
£m £m
Proﬁt/(loss) after tax attributable to shareholders 2.6 (17.3)
Before goodwill and exceptional items 18.7 20.7
11. Intangible assets
Positive
goodwill
£m
At 1 January 2002 25.2
Subsidiaries acquired – Dimalsa (note 25a) 33.1
– Frigoliner (note 25a) 0.8
Adjustment to goodwill on acquisitions in prior years (0.3)
Amortisation (2.9)
Goodwill impairment in Argentina (6.0)
Exchange differences (3.1)
At 31 December 2002 46.8
Goodwill on the acquisitions of subsidiaries is being amortised over a period of up to 20 years.
Goodwill on the purchase of unincorporated businesses is being amortised over a period of ﬁve years. 46 Tibbett & Britten Group plc Annual report and accounts 2002
Notes to the accounts (continued)
12. Tangible assets
Land and buildings
Long Short Motor Plant and
Freehold leasehold leasehold vehicles ﬁttings Total
Group £m £m £m £m £m £m
Cost or valuation
At 1 January 2002 72.1 5.1 31.1 32.8 184.4 325.5
Acquisition of subsidiary undertakings – – – 1.3 6.1 7.4
Additions 2.2 0.8 0.4 5.1 28.7 37.2
Reclassiﬁcations 3.1 – 8.6 – (11.7) –
Disposals (16.0) (0.1) (0.3) (4.6) (13.3) (34.3)
Exchange adjustments 2.8 – 0.6 (1.5) 1.9 3.8
At 31 December 2002 64.2 5.8 40.4 33.1 196.1 339.6
Depreciation
At 1 January 2002 (8.6) (2.4) (11.0) (24.0) (106.0) (152.0)
Acquisition of subsidiary undertakings – – – (1.1) (2.2) (3.3)
Charge for the year (2.2) (0.6) (1.8) (2.7) (22.0) (29.3)
Reclassiﬁcations (0.1) – (2.0) – 2.1 –
Disposals 2.9 0.1 0.3 3.8 11.3 18.4
Exchange adjustments (0.3) – – 1.5 (0.4) 0.8
At 31 December 2002 (8.3) (2.9) (14.5) (22.5) (117.2) (165.4)
Net book value
At 31 December 2002 55.9 2.9 25.9 10.6 78.9 174.2
At 31 December 2001 63.5 2.7 20.1 8.8 78.4 173.5
The net book value of tangible ﬁxed assets includes an amount of £13.9m (2001 – £12.4m) in respect of assets held under ﬁnance leases.
Depreciation includes £2.4m (2001 – £2.7m) charged on assets held under ﬁnance leases.
Long Short
Freehold leasehold leasehold
Land and buildings are stated at: £m £m £m
Cost 60.3 14.9 31.8
Valuation 3.9 (0.5) –
64.2 14.4 31.8
On an historical cost basis:
Cost 68.1 15.5 31.8
Less: accumulated depreciation 25.0 5.5 12.6
Net book value 43.1 10.0 19.2
Certain of the Group’s freehold and long leasehold land and buildings were revalued on 31 December 1995 by a qualiﬁed Chartered Surveyor on an
existing use, open market value basis. Following the adoption of the transitional rules of FRS 15 (Tangible Fixed Assets) no further revaluations have
been made. Tibbett & Britten Group plc Annual report and accounts 2002 47
13. Investments
At 31 
At 1 January Movements December
2002 during year 2002
Group £m £m £m
Investments in joint ventures
Unlisted shares at cost 2.7 0.2 2.9
Share of results 0.1 0.2 0.3
Share of revaluation surplus 1.0 – 1.0
3.8 0.4 4.2
Investments in associated undertakings
Unlisted shares at cost 1.3 3.2 4.5
Share of results 0.2 – 0.2
Exchange movements (0.4) – (0.4)
1.1 3.2 4.3
Owned shares and other unlisted investments 1.3 1.2 2.5
2.4 4.4 6.8
Total Fixed Asset investments 6.2 4.8 11.0
Current Asset Investments (Listed Securities) (note 6) 16.1 (7.1) 9.0
The Group’s share of joint ventures’ turnover is shown on the face of the consolidated proﬁt and loss account.
The goodwill on investments in joint ventures is £1.0m (2001 – £1.0m).
2002 2001
Parent £m £m
Investments in subsidiary undertakings
Shares at cost 74.1 75.2
Revaluation reserve 3.1 3.1
Provisions – –
77.2 78.3
Investments in associated undertakings 0.3 1.9
77.5 80.2
2002 2001
Related party transactions £m £m
Group’s trading during the year with its joint ventures and associates
Turnover invoiced to associated undertakings in the normal course of trade 14.8 16.1
Other operating charges received from associated undertakings in the normal course of trade 0.4 2.5 48 Tibbett & Britten Group plc Annual report and accounts 2002
Notes to the accounts (continued)
14. Stocks
2002 2001
Group £m £m
Fuel and consumables 2.0 2.0
Work in progress – 0.1
Goods for resale 2.4 2.5
4.4 4.6
The differences between historical cost and replacement cost of stocks is not considered to be material.
15. Debtors
Group Parent
2002 2001 2002 2001
£m £m £m £m
Trade debtors 154.4 145.0 – –
Amounts owed by subsidiary undertakings – – 237.7 215.3
Amounts owed by joint ventures and associated undertakings 5.3 6.5 1.4 0.4
Corporation tax 1.8 2.4 4.5 –
Other debtors 23.8 23.3 0.2 0.3
Prepayments and accrued income 26.3 34.2 0.2 0.2
211.6 211.4 244.0 216.2
Included within trade and other debtors is an amount of £18.7m (2001 – £18.9m) due after more than one year, of which £13.3m (2001 – £13.3m) 
is directly recoverable from clients under contractual arrangements.
All other amounts fall due for payment within one year.
16. Cash 
Group Parent
2002 2001 2002 2001
£m £m £m £m
Cash at bank and in hand 44.8 38.6 – –
Cash at bank and in hand includes amounts of £12.2m which are not readily available for transfer (2001 – £1.4m). Tibbett & Britten Group plc Annual report and accounts 2002 49
17. Creditors: amounts falling due within one year
Group Parent
2001
2002 as restated 2002 2001
£m £m £m £m
Bank loans 12.7 15.4 – 7.4
Overdrafts 16.1 10.1 4.1 15.9
Trade creditors 130.2 126.5 – –
Amounts owed to subsidiary undertakings – – 127.3 96.8
Amounts owed to joint ventures and associated undertakings 3.5 3.5 3.5 3.5
Corporation tax 2.4 – (0.3) –
Other taxation and social security costs 29.4 26.6 – –
Other creditors (unsecured) 59.3 46.7 2.9 3.0
Accruals and deferred income 32.9 32.2 – –
Dividends proposed 8.7 8.4 8.7 8.4
Obligations under ﬁnance leases 8.1 4.8 – –
303.3 274.2 146.2 135.0
18. Creditors: amounts falling due after one year
Group Parent
2002 2001 2002 2001
£m £m £m £m
Bank and other loans (note 19) 69.0 55.6 69.0 52.9
Other creditors (unsecured) 12.0 8.6 – –
Accruals and deferred income 1.8 – – –
Obligations under ﬁnance leases (note 19) 6.1 6.8 – –
88.9 71.0 69.0 52.9
All amounts are payable within ﬁve years other than as disclosed in note 19. 50 Tibbett & Britten Group plc Annual report and accounts 2002
Notes to the accounts (continued)
19. Financial risk management
The Group’s approach to ﬁnancial risk is described in the ﬁnancial review on page 17.
2002 2001
(a) Borrowings £m £m
Bank loans 32.3 21.6
Overdrafts 16.1 10.1
US$75m 8.32% senior notes 49.4 49.4
Other loan notes – –
Finance leases 14.2 11.6
Gross borrowings 112.0 92.7
Less cash and deposits 44.8 38.6
Net borrowings 67.2 54.1
Analysis by maturity
Falling due within one year 36.9 30.3
Between one and two years 2.6 8.7
Between two and ﬁve years 22.2 3.1
After ﬁve years 50.3 50.6
Gross borrowings 112.0 92.7
Bank loans and overdrafts amounting to £4.1m (2001 – £4.7m) are secured on certain of the Group’s assets. Obligations under ﬁnance leases are
secured on the assets to which they relate.
Certain of the bank loans are drawn under revolving facilities, by which the Company has the right to repay balances at each interest renewal date,
which vary from one month to one year.
Interest on ﬁnance leases is payable at rates ﬁxed at inception. Bank loans of £1.1m (2001 – £1.4m) are subject to ﬁxed interest rates between
4.0% and 5.8% (2001 between 4.0% and 5.8%). All other bank loans are subject to interest at variable rates carrying a margin of between 0.25%
and 1.25% over base rate or LIBOR (2001 0.2% and 1%). The US$ senior notes are ﬁxed at a rate of 8.32%, but have been swapped into ﬂoating
rate sterling LIBOR plus a margin of 1.1%.
2002 2001 – as restated
Fixed rate ﬁnancial Fixed rate ﬁnancial 
liabilities liabilities
(b) Interest rate risk
At ﬁxed At ﬂoating 
Weighted average
At ﬁxed At ﬂoating
Weighted average
Gross borrowings
rates rates Total Rates Period rates rates Total Rates Period
(after currency swap) £m £m £m % Years £m £m £m % Years
Sterling 0.3 57.7 58.0 7.0 3.9 – 49.6 49.6 – –
Euro 8.1 12.2 20.3 8.2 2.4 9.1 13.0 22.1 7.9 3.1
US dollar – 2.1 2.1 –– – 5.9 5.9 – –
South African Rand 0.2 11.3 11.5 12.0 1.3 0.2 4.1 4.3 11.9 2.0
Other currencies 6.7 13.4 20.1 12.3 0.7 3.6 7.2 10.8 12.0 1.1
15.3 96.7 112.0 12.9 79.8 92.7 Tibbett & Britten Group plc Annual report and accounts 2002 51
19. Financial risk management (continued)
The Group has the following ﬁnancial instruments in place which alter the proﬁle of its borrowings by increasing levels of ﬁxed rate debt:
2002 2001
Amount Fixed rate Amount Fixed rate
£m % Maturity £m % Maturity
Sterling – interest rate swap 5.0 5.0 2006 5.0 5.0 2006
Sterling – amortising interest rate swap 4.4 8.9 2005 5.2 8.9 2005
Sterling – interest rate cap –– 5.0 7.0 2002
Euro – interest rate swap 3.8 3.8 2006 3.8 3.7 2006
Euro – interest rate swap 2.5 4.2 2006 2.5 4.2 2006
The fair values and book values of ﬁnancial liabilities are not materially different, with the following exceptions:
2002 2001
Proﬁt/(loss) Proﬁt/(loss)
£m £m
Euro denominated ﬁxed rate debt (0.6) (0.5)
Sterling – amortising interest rate swap (0.4) (0.6)
Sterling – interest rate swap (0.2) –
Euro – interest rate swap (0.1) –
US$75m currency and interest rate swap, from ﬁxed rate dollars to ﬂoating rate sterling 8.2 7.8
2002 2001
At ﬂoating Interest At ﬂoating Interest
rates free Total rates free Total
(c) Cash and deposits £m £m £m £m £m £m
Sterling 0.1 – 0.1 5.5 4.0 9.5
Euro 0.9 5.5 6.4 2.8 3.8 6.6
US dollar 15.9 – 15.9 – 15.4 15.4
Canadian dollar 10.9 – 10.9 – 0.3 0.3
Other currencies – 11.5 11.5 0.4 6.4 6.8
27.8 17.0 44.8 8.7 29.9 38.6
The Group has a number of commercial arrangements with its clients under which it receives operating income which is linked to interest rates.
These, together with the ﬁnancial instruments listed above, create a hedge which reduces the Group’s exposure to movements in interest rates. 
A 1% change in all ﬂoating rates would have negligible impact (2001 – negligible) on Group proﬁt before tax.
2002 2001
(d) Undrawn committed borrowing facilities £m £m
Expiring in one year or less – 65.5
Expiring in more than one year but not more than two years 10.0 –
Expiring in more than two years 75.4 51.5
85.4 117.0
(e) Currency exposures
The main impact of movements in exchange rates on the Group’s results arises from the translation of the results of overseas subsidiaries into
Sterling. The Group is principally exposed to North American currencies and the Euro. The Group has hedged between 30% and 60% of expected
earnings for 2003 by selling forward such currencies – the value of these forward contracts at 31 December 2002 was £0.2m. A 5% movement 
in Sterling, against all unhedged currencies would have an impact of 4% (2001 – 2%) on the Group’s proﬁt before tax. 52 Tibbett & Britten Group plc Annual report and accounts 2002
Notes to the accounts (continued)
20. Provisions for liabilities and charges
2002
£m
At 1 January 2002 as previously published 0.2
FRS 19 adjustment 5.9
At 1 January 2002 as restated 6.1
Movement during year (2.1)
At 31 December 2002 4.0
Group amount
Provided Not provided
2001 2001
2002 as restated 2002 as restated
(a) Deferred taxation – at current rates on all timing differences £m £m £m £m
Accelerated capital allowances 10.6 9.6 – (0.2)
Overseas losses (3.4) (2.8) (2.3) (2.4)
Short term timing differences (3.2) (0.7) – 0.1
4.0 6.1 (2.3) (2.5)
Deferred tax has not been accounted for in respect of future remittances of accumulated reserves of overseas subsidiaries as at the balance sheet 
date as this will have no impact on UK tax liability due to double taxation relief.
Should the Parent Company realise its investments in its subsidiary undertakings at their balance sheet values, a liability to corporation tax on the
chargeable gains arising would amount of approximately £0.6m (2001 – £0.6m).
21. Called up share capital
Group and Parent
2002 2002 2001 2001
Number £m Number £m
Ordinary shares of 5 pence each:
(a) Authorised 64,000,000 3.264,000,000 3.2
(b) Allotted, called up and fully paid
At 1 January 2002 48,274,230 2.448,093,412 2.4
Issued during the year 360,603 – 180,818 –
At 31 December 2002 48,634,833 2.448,274,230 2.4
Date options Number of Option price
(c) Outstanding option under share option schemes at 31 December 2002 granted shares range
Tibbett & Britten Group Savings Related Share Option Scheme (i) 3 October 2002 1,522,276 417.0p
14 April 1994 467.0p
Tibbett & Britten Group Executive Share Option Scheme (ii) to 30 October 1995 207,000 to 808.0p
(i) These options are normally exercisable after the expiry of three to ﬁve years from the date of the grant and will lapse if not exercised within 
six months after they become exerciseable.
(ii) These options are normally exercisable only after the expiry of three years from the date of grant and will lapse if not exercised before the 
expiry of ten years from the date of grant. Tibbett & Britten Group plc Annual report and accounts 2002 53
22. Share premium account
Group and Parent
2002 2001
£m £m
At 1 January 2002 5.4 4.5
Premium on Ordinary shares issued in the year on exercise of options 1.6 0.9
At 31 December 2002 7.0 5.4
23. Reconciliation of movement in shareholders’ funds
2001
2002 as restated
£m £m
At 1 January 2002 as previously stated 131.1 120.9
FRS 19 adjustment (5.9) (5.7)
FRS 17 adjustment (34.5) –
At 1 January 2002 as restated 90.7 115.2
Proﬁt/(loss) for the ﬁnancial year 2.6 (17.3)
Exchange loss (10.6) (1.0)
Dividends (12.3) (11.8)
Transferred from reserves (20.3) (30.1)
New share capital subscribed 1.6 0.9
Goodwill set off (note 25b) – 38.3
Actuarial gains and losses (55.2) (48.0)
Deferred tax 16.7 14.4
At 31 December 2002 33.5 90.7
24. Other reserves
Merger Special Revaluation Proﬁt and 
reserve reserve reserve loss account
(a) Group £m £m £m £m
At 1 January 2002 as previously published 4.1 2.8 13.4 103.0
Restatements for FRS 17 and FRS 19 – – – (40.4)
At 1 January 2002 as restated 4.1 2.8 13.4 62.6
Loss for the year – – – (9.7)
Other recognised gains and losses – – – (38.5)
Exchange variances – – – (10.6)
At 31 December 2002 4.1 2.8 13.4 3.8
(b) Parent
At 1 January 2002 53.0 26.8 2.4 18.5
Exchange variances on overseas denominated loans – – – (0.4)
Loss for the year – – – (3.4)
At 31 December 2002 53.0 26.8 2.4 14.7 54 Tibbett & Britten Group plc Annual report and accounts 2002
Notes to the accounts (continued)
24. Other reserves (continued)
No proﬁt and loss account has been produced for the Parent Company as permitted by Section 230 Companies Act 1985. The Group loss for the
year includes a proﬁt after tax of £8.9m (2001 – £11.6m) before dividends paid and payable of £12.3m (2001 – £11.8m), which is dealt with in the
ﬁnancial statements of the Parent Company.
2002 2001
(c) Pension reserve £m £m
Group proﬁt and loss reserve excluding pension liability 75.9 96.2
Amounts relating to deﬁned pension scheme liability, net of related deferred tax (72.1) (33.6)
Group proﬁt and loss reserve 3.8 62.6
No pension reserve arises in respect of the parent company.
25. Goodwill
(a) Principal acquisitions
On 12 March 2002 the Group acquired 100% of the issued share capital of Distribuidora Malsa SA de CV and certain related companies (commonly
known as Dimalsa) for cash consideration of £37.9m.
The following tables sets out the book values of the identiﬁable assets and liabilities acquired and their fair value to the Group:
Accounting Provision
policy for lease Fair value
Book value alignment termination to Group
£m £m £m £m
Fixed asset
Tangible 3.8 – – 3.8
Current assets
Debtors 7.6 (0.2) – 7.4
Cash 0.6 – – 0.6
Total assets 12.0 (0.2) – 11.8
Creditors
Bank loans and overdrafts (2.2) – – (2.2)
Finance leases (0.5) – – (0.5)
Trade creditors (3.2) – – (3.2)
Accruals (3.1) (1.1) (5.5) (9.7)
Provisions
Taxation 0.3 2.3 – 2.6
Total liabilities (8.7) 1.2 (5.5) (13.0)
3.3 1.0 (5.5) (1.2)
Net assets (1.2)
Cash consideration 37.9
Goodwill 39.1
Exchange adjustment to average rates (6.0)
Goodwill addition (note 11) 33.1
A further amount of £5.0m is currently held in escrow pending ﬁnalisation of the purchase price. The directors do not consider that this amount will be
payable. It is included within cash – restricted funds (note 16).
Cash consideration of £0.2m was payable for the purchase of Frigoliner (Austria). Net assets acquired were £nil. Deferred consideration is £0.6m, giving
rise to goodwill of £0.8m.
Proﬁt after tax for Dimalsa was £2.1m in the year to 31 December 2001 and a loss of £0.3m in the period from 1 January 2002 to 11 March 2002. Tibbett & Britten Group plc Annual report and accounts 2002 55
25. Goodwill (continued)
(b) Cumulative goodwill set off against reserves Book value £m
Cumulative goodwill set off at 1 January 2002 41.3
Cumulative goodwill set off at 31 December 2002 41.3
All acquisitions have been accounted for using the acquisition method of accounting. No adjustments between book value and fair value were required.
26. Post balance sheet events
There have been no material post balance sheet events.
27. Capital commitments
Group
2002 2001
£m £m
Contracted but not provided in the accounts 7.0 4.4
Authorised by the Board but not contracted for 1.3 2.8
8.3 7.2
28. Lease commitments
The Group is committed to making the following payments in respect of non-cancellable leases during the next year:
Land and buildings Other
2002 2001 2002 2001
Lease expiry date £m £m £m £m
Within one year 4.3 4.4 4.6 4.8
Between two and ﬁve years 27.1 24.0 31.1 26.6
After ﬁve years 38.4 29.3 6.3 3.2
69.8 57.7 42.0 34.6
Certain of the Group’s lease commitments are directly recoverable from clients under contractual arrangements.
29. Pension commitments
There are numerous pension arrangements within the Group, both deﬁned beneﬁt and deﬁned contribution arrangements.
A full actuarial valuation of the major UK deﬁned beneﬁt scheme was carried out at 5 April 2002, by a qualiﬁed independent actuary. For the year 
to 31 December 2002 the Company contributed between 4.32% to 12.77% of Pensionable Salaries in respect of the members of this scheme
depending on their category of membership. From 1 January 2003 the rates range from 7.32% to 20.05% of Pensionable Salaries. 56 Tibbett & Britten Group plc Annual report and accounts 2002
Notes to the accounts (continued)
29. Pension commitments (continued)
Assumptions
The major assumptions used by the actuary to value the scheme’s liabilities were:
% per annum
% per annum 31 December % per annum
31 December 2001 31 December
2002 as restated 2000
Rate of increase of salaries 3.3 4.0 4.0
Rate of increase of pensions in payment 2.2 2.5 2.5
Rate of increase in deferred pensions 2.3 2.5 2.5
Discount rate 5.6 5.8 6.0
Inﬂation adjustment 2.3 2.5 2.5
The major rate of return assumptions used by the actuary to value the scheme’s assets were:
Equities and property 8.9 7.9 7.0
Bonds 5.0 5.4 5.4
Cash 4.0 4.0 4.0
The scheme’s assets are:
Value at
Value at 31 December
31 December 2001
2002 as restated
£m £m
Equities and property 145.0 198.0
Bonds 64.0 46.0
Cash 18.0 24.0
227.0 268.0
Balance sheet deﬁcit
At At At
31 December 31 December 31 December
2002 2001 2000
£m £m £m
Total market value of assets 227.0 268.0 300.0 
Actuarial value of liability (329.9) (316.0) (300.0) 
(Deﬁcit) in the scheme (102.9) (48.0) –
Related deferred tax asset 30.8 14.4 –
Net pension deﬁcit (72.1) (33.6) –
Proﬁt and loss charge
2002 2001
(a) Amount charged to operating proﬁt £m £m
Current service cost 6.8 7.2
Past service cost – –
Total operating charge 6.8 7.2 Tibbett & Britten Group plc Annual report and accounts 2002 57
29. Pension commitments (continued)
2002 2001
(b) Amount credited to other ﬁnance income £m £m
Expected return on pension scheme assets 19.4 19.5
Interest on pension scheme liabilities (18.6) (18.3)
Net return 0.8 1.2
History of experience gains and losses
2002 2001 2002 2001
% % £m £m
Actual return less expected return on assets* (20) (19) (68.5) (55.7)
Experience gains and losses on the liabilities
†
– 7 (1.0) 19.7
Changes in assumptions
†
5 (4) 14.3 (12.0)
Actuarial loss recognised
†
(17) (8) (55.2) (48.0)
*percentage of scheme assets
†
percentage of present value of scheme liabilities
Movement in deﬁcit during the year
2002 2001
£m £m
Deﬁcit at 1 January 2002 (48.0) –
Movement in year:
Current service cost (6.8) (7.2)
Contributions 6.3 6.0
Other ﬁnance income 0.8 1.2
Actuarial loss (55.2) (48.0)
Deﬁcit at 31 December 2002 (102.9) (48.0)
30. Contingent liabilities
Parent
2002 2001
Guarantees given in respect of: £m £m
Bank and documentary credits advanced to subsidiary undertakings 12.4 28.1
Operating lease payment of subsidiary undertakings due in 2003 30.2 29.0
The Parent has guaranteed the performance of certain limited contract obligations entered into by subsidiary undertakings. Guarantees for operating
lease payments relate principally to arrangements underwritten by clients.
31. Exchange rates
Average rate Closing rate
2002 2001 2002 2001
Euro 1.59 1.62 1.53 1.63
US dollar 1.51 1.44 1.61 1.46
Canadian dollar 2.37 2.24 2.54 2.32
South African rand 15.55 12.66 13.81 17.46
These are the principal exchange rates used in the ﬁnancial statements (local currency equivalent of £1). 58 Tibbett & Britten Group plc Annual report and accounts 2002
Notes to the accounts (continued)
32. Principal operating companies
Country of Country of 
incorporation Registered name incorporation Registered name
Subsidiary undertakings
Argentina Tibbett & Britten Argentina SA Mexico Distribuidora Malsa S.A. de C.V.
Austria Tibbett & Britten Austria GmbH Morocco Transcare Fashion SARL
Austria TKL Tiefkuhllogistik GmbH Netherlands Tibbett & Britten Group BV
Canada Tibbett & Britten Group Canada Inc Netherlands Tibbett & Britten International Holdings BV
Canada Axis Logistics Inc Poland Tibbett & Britten Poland Sp. z o.o.
Canada Connect Logistics Services Inc Portugal Tibbett & Britten Transportes e Serviços LDA
Canada Matrix Logistics Services Limited Puerto Rico Dimalsa Logistics Corporation
Canada SCM Supply Chain Management Inc Singapore Tibbett & Britten Asia Pte Limited
Canada Storcare Supply Chain Management Inc Singapore Tibbett & Britten Singapore Pte Limited
Canada Summit Logistics Inc. Slovakia Tibbett & Britten Slovakia, s.r.o
Canada Western Distribution Centres Alberta Inc South Africa Tibbett & Britten Africa (Pty) Limited
China Tibbett & Britten Hong Kong Limited Spain Tibbett & Britten Iberia SL
Czech Republic Tibbett & Britten CZ a.s. Taiwan Tibbett & Britten Taiwan Limited
England International Supply Chain Limited USA Tibbett & Britten North America Inc
England Oceanair International Limited USA Compass Logistics Inc.
England Tibbett & Britten Limited* USA Elite Logistics Inc.
France TCA SA USA Galaxy Logistics Inc.
France Tibbett & Britten France SA USA Llano Logistics Inc.
Germany Tibbett & Britten Deutschland Logistik GmbH USA Matrix logistics Inc.
Hungary Tibbett & Britten Hungária Kft USA Southstar Logistics Inc.
Ireland Neptune Freight Limited USA Summit Logistics Inc.
Ireland Tibbett & Britten Group (Ireland) Limited USA Venture Logistics Inc.
Kenya Tibbett & Britten Kenya Limited*
The Group owns 100% of the equity capital of all the companies shown.
Ordinary shares are held in each company, except in North American companies where Common shares are held.
*Shares held directly by Tibbett & Britten Group plc.
Joint ventures 50% owned unless stated
BVI Hutchison Tibbett & Britten Limited
England Joint Retail Logistics Limited
England RDC Properties Limited (construction and letting of distribution and warehousing facilities)
England Unique Logistics International Limited (freight forwarding) 
Saudi Arabia Olayan Tibbett & Britten Logistics Limited
Thailand Davids Distribution (Thailand) Limited (38%)
Associated undertakings
Dubai Transcare Gulf Logistics (Dubai) LLC (50%)
All companies are involved in the principal activity of the Group unless otherwise shown.
All the companies operate in their country of incorporation or registration except for Hutchison Tibbett & Britten Limited, which operates in China. Tibbett & Britten Group plc Annual report and accounts 2002 59
Report of the independent auditors
For the year ended 31 December 2002
To the members of Tibbett & Britten Group plc
We have audited the ﬁnancial statements of Tibbett & Britten Group for the year ended 31 December 2002 on pages 32 to 58.
These ﬁnancial statements have been prepared under the accounting policies set out on pages 39 to 40. We have also audited 
the information in the directors' remuneration report that is described as having been audited.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the annual report, the directors' remuneration report and the ﬁnancial statements in
accordance with applicable law and United Kingdom Accounting Standards are set out in the statement of directors' responsibilities.
Our responsibility is to audit the ﬁnancial statements and the part of the directors' remuneration report to be audited in accordance
with relevant legal and regulatory requirements, United Kingdom Auditing Standards and the Listing Rules of the Financial 
Services Authority.
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 to be 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 or the Listing Rules regarding directors' remuneration and transactions with the company and other
members of the Group is not disclosed.
We review whether the corporate governance statement reﬂects the Group’s compliance with the seven provisions of the
Combined Code speciﬁed for our review by the Listing Rules, 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 other information contained in the annual report and consider whether it is consistent with the audited ﬁnancial statements.
This other information comprises only the directors' report, the unaudited part of the directors' remuneration report, the chairman's
statement, the chief executive’s review, the ﬁnancial review and the corporate governance statement. We consider the implications
for our report if we become aware of any apparent misstatements or material inconsistencies with the ﬁnancial statements.
Our responsibilities do not extend to any other information.
Our report has been prepared pursuant to the requirements of the Companies Act 1985 and for no other purpose. No person is
entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of
the Companies Act 1985 or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept
responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.
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 to be 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
Group's circumstances, 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 to be 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 to be audited.
Opinion
In our opinion the ﬁnancial statements give a true and fair view of the state of the Group’s and company’s affairs as at
31 December 2002 and of the Group's proﬁt for the year then ended; and the ﬁnancial statements and the part of the 
directors' remuneration report to be audited have been properly prepared in accordance with the Companies Act 1985.
BDO Stoy Hayward
Chartered Accountants and Registered Auditors
London
25 March 2003 60 Tibbett & Britten Group plc Annual report and accounts 2002
Financial record
2001
2002 as restated 2000 1999 1998
Proﬁt and loss account £m £m £m £m £m
Turnover 1,516.9 1,469.8 1,507.2 1,311.9 1,144.4
Proﬁt/(loss) on ordinary activities 13.3 (7.4) 33.4 31.3 28.0
Taxation (10.7) (9.9) (12.0) (10.7) (9.2)
Proﬁt/(loss) on ordinary activities after taxation 2.6 (17.3) 21.4 20.6 18.8
Minority Interest – ––––
Dividends (12.3) (11.8) (11.2) (10.1) (9.8)
Retained proﬁt/(loss) for the year (9.7) (29.1) 10.2 10.5 9.0
Balance sheet
Fixed assets 232.0 204.9 250.5 231.4 211.7
Net current liabilities (33.5) (3.5) (34.8) (25.9) (49.2)
Creditors due after one year (88.9) (71.0) (88.5) (89.7) (58.0)
Provisions for liabilities and charges (76.1) (39.7) (6.0) (6.7) (6.3)
Net assets 33.5 90.7 121.2 109.1 98.2
Financed by:
Called up share capital 2.4 2.4 2.4 2.4 2.4
Reserves 27.3 25.7 25.5 24.6 21.1
Proﬁt and loss account 3.8 62.6 93.0 81.8 74.4
Shareholders’ funds 33.5 90.7 120.9 108.8 97.9
Minority Interests – – 0.3 0.3 0.3
33.5 90.7 121.2 109.1 98.2
Shares in issue at 31 December (m) 48.6 48.3 48.1 47.9 47.9
Average shares in issue (m) 48.3 48.0 47.9 47.9 47.8
2002 2001 2000 1999 1998
Statistics per Ordinary share pence pence pence pence pence
Shareholders’ funds per share (excluding pension liability) 220.2 259.2 251.4 227.1 204.3
Basic earnings per share 5.4 (36.0) 44.7 43.1 39.3
Net dividends per share 25.3 24.4 23.2 21.5 20.0 1 Overview
2 Chairman’s statement
4 Tibbett & Britten at a glance
5 Concentrating on our customers
6 Exploring new markets
8 Pro-active customer solutions
10 Strong customer relationships
12 Chief Executive’s review
16 Financial review
18 Our people –
improving your service
20 Board of directors 
21 Report of the directors
23 Directors’ remuneration report
29 Corporate governance
31 Directors’ responsibility for ﬁnancial reporting
and internal control
32 Consolidated proﬁt and loss account
33 Consolidated balance sheet
34 Company balance sheet
35 Consolidated statement of total recognised
gains and losses
35 Note of historical cost proﬁt and losses
36 Consolidated cash ﬂow statement
36 Reconciliation of cash ﬂow to movement 
in net debt
37 Notes to the consolidated cash ﬂow statement
39 Notes to the accounts
59 Report of the independent auditors
60 Financial record
IBC Directors, secretary and advisors
Shareholder information and ﬁnancial calendar
Directors, secretary and advisers
Shareholder information and ﬁnancial calendar
For the year ending 31 December 2003
Chairman
J A Harvey CBE BA FCIT FILT
Chief Executive
M R Arrowsmith BSc FCMA
Directors
S Hammad BA MBA
M W J Sprague MA
M A Whiteling MCom
Non-executive directors
C W E R Buchan BSc FCA
W A C Thomson
R W Wood BSc
Secretary
N L Smith LLB
Registered ofﬁce
Centennial Park
Elstree
Hertfordshire WD6 3TL
United Kingdom
Tel: 020 8327 2000
Fax: 020 8327 2199
Registered number
1838882 (England)
Auditors
BDO Stoy Hayward
8 Baker Street 
London W1U 3LL
Solicitors
Denton Wilde Sapte
1 Fleet Place
London EC4M 7WS
Registrar and transfer ofﬁce
Lloyds TSB Registrars
The Causeway, Worthing
West Sussex BN99 6DA
Tel: 0870 6003970
Principal clearing bankers
Lloyds TSB Bank plc
City Ofﬁce
11/15 Monument Street
London EC3V 9JA
Stockbrokers
Dresdner Kleinwort
Wasserstein
20 Fenchurch Street
London EC3P 3DB
Merchant Bankers
Dresdner Kleinwort
Wasserstein
20 Fenchurch Street
London EC3P 3DB
Shareholder enquiries
If you have any queries about the administration of shareholdings such as change of address, transfer of ownership, dividend mandate forms
or dividend payment, please contact the Registrar at the address given above. The best way to ensure that dividends are received as quickly as
possible is to instruct the Registrar to pay them directly into your bank account; tax vouchers are then posted to you separately. See the Registrar’s
website (www.shareview.co.uk) for further details.
Share price information
The middle market price of a Tibbett & Britten Group plc share on 31 December 2002 was 382.5p. During the year the share price ﬂuctuated
between 807.5p and 382.5p. The Company’s share price is available from the Group’s website www.tibbett-britten.com, with a 15 minute delay,
and from the London Stock Exchange website (www.prices.londonstockexchange.com) with a similar delay. Prices are also published in most
newspapers and also on Ceefax and Teletext in the UK.
Financial calendar
Annual General Meeting 21 May 2003 Proposed 2002 ﬁnal dividend payment date 28 May 2003
Ex-dividend date for 2002 ﬁnal dividend 30 April 2003 Announcement of 2003 interim results September 2003
Record date for 2002 ﬁnal dividend payment date 2 May 2003 Proposed 2003 interim dividend payment date November 2003
Analysis of shareholdings as at 31 December 2002
Range Nos. of holders % of holders Nos. of shares % of shares
1 to 1,000 1,613 72.79 520,312 1.07
1,001 to 5,000 324 14.62 685,766 1.41
5,001 to 10,000 57 2.57 425,761 0.88
10,001 to 50,000 103 4.65 2,452,197 5.04
50,001 to 100,000 41 1.85 2,833,083 5.83
100,001 and over 78 3.52 41,717,714 85.77
Totals 2,216 100.00 48,634,833 100.00
Number of individuals – 1,664 (74.48%) representing 3,745,200 shares (7.69%).
Number of institutions – 552 (25.52%) representing 44,889,633 shares (92.31%).
This document has been printed on paper manufactured from 50% TCF pulps from plantation forests, and 50% recycled and de-inked ﬁbres from pre and post
consumer waste. No chlorine has been used in the de-inking process.
Designed and produced by Linnett Associates Printed by Empress Litho Ltd Tibbett & Britten Group plc Annual report and accounts 2002
www.tibbett-britten.com
Annual report and accounts 2002
www.tibbett-britten.com
In partnership with 
our customers 1 Overview
2 Chairman’s statement
4 Tibbett & Britten at a glance
5 Concentrating on our customers
6 Exploring new markets
8 Pro-active customer solutions
10 Strong customer relationships
12 Chief Executive’s review
16 Financial review
18 Our people –
improving your service
20 Board of directors 
21 Report of the directors
23 Directors’ remuneration report
29 Corporate governance
31 Directors’ responsibility for ﬁnancial reporting
and internal control
32 Consolidated proﬁt and loss account
33 Consolidated balance sheet
34 Company balance sheet
35 Consolidated statement of total recognised
gains and losses
35 Note of historical cost proﬁt and losses
36 Consolidated cash ﬂow statement
36 Reconciliation of cash ﬂow to movement 
in net debt
37 Notes to the consolidated cash ﬂow statement
39 Notes to the accounts
59 Report of the independent auditors
60 Financial record
IBC Directors, secretary and advisors
Shareholder information and ﬁnancial calendar
Directors, secretary and advisers
Shareholder information and ﬁnancial calendar
For the year ending 31 December 2003
Chairman
J A Harvey CBE BA FCIT FILT
Chief Executive
M R Arrowsmith BSc FCMA
Directors
S Hammad BA MBA
M W J Sprague MA
M A Whiteling MCom
Non-executive directors
C W E R Buchan BSc FCA
W A C Thomson
R W Wood BSc
Secretary
N L Smith LLB
Registered ofﬁce
Centennial Park
Elstree
Hertfordshire WD6 3TL
United Kingdom
Tel: 020 8327 2000
Fax: 020 8327 2199
Registered number
1838882 (England)
Auditors
BDO Stoy Hayward
8 Baker Street 
London W1U 3LL
Solicitors
Denton Wilde Sapte
1 Fleet Place
London EC4M 7WS
Registrar and transfer ofﬁce
Lloyds TSB Registrars
The Causeway, Worthing
West Sussex BN99 6DA
Tel: 0870 6003970
Principal clearing bankers
Lloyds TSB Bank plc
City Ofﬁce
11/15 Monument Street
London EC3V 9JA
Stockbrokers
Dresdner Kleinwort
Wasserstein
20 Fenchurch Street
London EC3P 3DB
Merchant Bankers
Dresdner Kleinwort
Wasserstein
20 Fenchurch Street
London EC3P 3DB
Shareholder enquiries
If you have any queries about the administration of shareholdings such as change of address, transfer of ownership, dividend mandate forms
or dividend payment, please contact the Registrar at the address given above. The best way to ensure that dividends are received as quickly as
possible is to instruct the Registrar to pay them directly into your bank account; tax vouchers are then posted to you separately. See the Registrar’s
website (www.shareview.co.uk) for further details.
Share price information
The middle market price of a Tibbett & Britten Group plc share on 31 December 2002 was 382.5p. During the year the share price ﬂuctuated
between 807.5p and 382.5p. The Company’s share price is available from the Group’s website www.tibbett-britten.com, with a 15 minute delay,
and from the London Stock Exchange website (www.prices.londonstockexchange.com) with a similar delay. Prices are also published in most
newspapers and also on Ceefax and Teletext in the UK.
Financial calendar
Annual General Meeting 21 May 2003 Proposed 2002 ﬁnal dividend payment date 28 May 2003
Ex-dividend date for 2002 ﬁnal dividend 30 April 2003 Announcement of 2003 interim results September 2003
Record date for 2002 ﬁnal dividend payment date 2 May 2003 Proposed 2003 interim dividend payment date November 2003
Analysis of shareholdings as at 31 December 2002
Range Nos. of holders % of holders Nos. of shares % of shares
1 to 1,000 1,613 72.79 520,312 1.07
1,001 to 5,000 324 14.62 685,766 1.41
5,001 to 10,000 57 2.57 425,761 0.88
10,001 to 50,000 103 4.65 2,452,197 5.04
50,001 to 100,000 41 1.85 2,833,083 5.83
100,001 and over 78 3.52 41,717,714 85.77
Totals 2,216 100.00 48,634,833 100.00
Number of individuals – 1,664 (74.48%) representing 3,745,200 shares (7.69%).
Number of institutions – 552 (25.52%) representing 44,889,633 shares (92.31%).
This document has been printed on paper manufactured from 50% TCF pulps from plantation forests, and 50% recycled and de-inked ﬁbres from pre and post
consumer waste. No chlorine has been used in the de-inking process.
Designed and produced by Linnett Associates Printed by Empress Litho Ltd