Annual Report
and Accounts 2002
Cover Supplied [87026]  3/4/03  3:22 pm  Page FC1 Founded in 1934, William Hill is one of the leading providers
of fixed odds bookmaking services, offering odds and taking
bets on a wide range of sporting and other events, as well as
offering Amusement With Prizes machines and Fixed Odds
Betting Terminals in licensed betting offices and operating 
an online casino. It is a market leader in all major betting
channels in the UK with an established international presence
through its online business. 
Cover Supplied [87026]  3/4/03  3:22 pm  Page FC2 1
Page
Financial Highlights 2
Chairmans Statement 3
Chief Executives Review 4
Operating and Financial Review 6
Board of Directors 10
Professional Advisers 11
Directors Report 12
Directors Remuneration Report 14
Statement on Corporate Governance 19
Statement of Directors Responsibilities 21
Independent Auditors Report 22
Financial Statements 24
Glossary 65
Notice of Annual General Meeting 66
Key Dates 67
Contents 2
Financial Highlights
Turnover up 37% to £3,365.3m (2001 — £2,452.2m) and gross win up 5% to £527 .7m (2001 — £502.6m)
Gross profit up 14% to £416.0m (2001 — £365.0m)
Exceptional costs totalling £49.1m (2001 — £nil) relating to the flotation of the Company
Profit on ordinary activities before finance charges, taxation and exceptional costs up 26% to £141.4m 
(2001 — £112.0m)
Profit on ordinary activities after tax (and before exceptional costs) up 218% to £58.6m 
(2001 — £18.4m)
Basic earnings per share (before exceptional costs) up 145% to 16.9 pence (2001 — 6.9 pence)
Interim dividend of 2.9 pence per share and proposed final dividend of 5.8 pence per share (payable on
5 June 2003) giving a total dividend of 8.7 pence per share Profit on ordinary activities before finance
charges, tax and exceptional items was
£141.4m, an increase of 26% on last year, and
represents our third successive year of double
digit profit growth.
We floated the business in June 2002 based 
on a strategy of focusing on organic growth in
the businesses and markets that we know well,
exploiting profitable opportunities arising 
from fiscal and regulatory reform, and taking
advantage of product and technical innovation.
We will continue to grow organically and by
acquisition in our core business and will look 
to selective diversification where we can find
opportunities that offer synergies with our
existing operations and create value for our
shareholders. Our acquisition of the H&K chain
of betting shops and of the Sunderland and
Brough Park (post period end) greyhound
stadia are examples of where existing
profitable businesses can be acquired and
readily integrated into the Group.
We have significantly strengthened our
management team in recent years and
successfully blended some of the best
bookmaking skills in the industry with more
broadly based general managers and functional
specialists from other industries. 
We believe that this combination of skills
leaves us exceptionally well placed to exploit
opportunities, in particular those arising 
from deregulation, as and when they occur 
in the future.
Our transition from private into public
ownership is almost complete, so I will take
this opportunity to place on record my thanks
to Cinven and CVC for their support and
contribution in the three years of their tenure,
and to thank my colleagues, staff and those
advisers who contributed to making our
flotation one of the most successful in recent
years.
We begin 2003 with a strong brand, a strong
market position, a strong management team
and a strong balance sheet, and we face the
future with justifiable confidence as we look
forward to further deregulation of the UK
gambling industry.
John Brown
Chairman
3
Chairmans Statement
I am delighted to be able
to report a record level 
of profit for the year 
in which William Hill
floated on the London
Stock Exchange.  Trading performance
The major change to the fiscal environment in
2002 was the full year effect of the new gross
profit tax (GPT) regime introduced in October
2001, which directly taxes bookmakers gross
profit rather than customers stakes, and which
significantly reduces the amount of tax paid by
bookmakers on business conducted in the UK.
The results for the period also benefited 
from the inclusion of the football World Cup
that stimulated betting activity and account
recruitment. The event generated £13m 
of gross win across all three channels 
although we estimate roughly two-thirds 
of this amount represented substitution 
of betting on other sports.
Licensed betting offices (LBOs)
The new gross profit tax regime has been
particularly beneficial for our retail channel,
which had been disadvantaged against remote
channels due to the relative size of the
deduction from customers spend.
From the day of the introduction of the new 
tax there has been clear evidence of customers
recycling the money saved on deductions into
more and bigger bets. Turnover on fixed odds
betting (excluding AWPs) in the retail channel
was up 44% and gross win was up 1%.
Tracking the benefit of tax free betting through
the year has been difficult because of the
distorting effect of the World Cup in the second
quarter, and a run of unfavourable results in
the third quarter. In the fourth quarter, we were
able to compare like for like trading with the
corresponding period in 2001, when the new
tax was also in operation, and total gross win
in the shops (from traditional products, AWPs 
4
Chief Executives Review
The UK gambling industry is going through a period of significant change. Fiscal and
regulatory reforms are combining with technological advancements to create a wealth 
of opportunities for a strong and trusted brand such as William Hill to develop further
its business.
and self service fixed odds betting terminals
(FOBTs)) was up 7%. Whilst improved
horseracing results will have impacted the
performance, these figures suggest that the 
full benefit of the new tax regime is still
working through as customers adjust their
betting behaviour.
Our strategy of giving the customer increased
betting opportunities through opening more
shops on Sundays, and offering new sports,
betting events and innovative bet types
facilitates recycling. Whilst there has been a
staff cost associated with taking an increased
volume of bets and extending opening
hours, there is clear evidence that product
diversification is helping to drive growth.
Virtual racing shown as part of the SIS
programme and FOBTs have been particularly
successful innovations with the roll out of
terminals starting in mid 2002 and progressing
rapidly so that by the year end we operated
1,745 terminals in the estate. In the fourth
quarter of 2002, numbers betting comprising
traditional numbers products, virtual racing and
FOBTs accounted for a significantly higher
proportion of the Groups gross win compared
to the corresponding period in 2001.
These changes have contributed towards
a 20% increase in profitability for the
retail channel.
Telephone
Telephone gross win grew by 6% to £50.9m
and profit increased by 12% to £17 .3m showing
the resilience of the medium in the face of stiff
competition from other remote channels and
after recognising that the telephone channel
no longer enjoys a pricing advantage over the
retail channel following its repatriation.
Interactive
Interactive businesses include our online
sportsbook and casino and fledgling mobile
(WAP) and interactive TV businesses.
These businesses showed significant growth
with profit up 123% to £20.5m over the
corresponding period. The channels principal
market has always been the UK although it has
managed to attract an international customer
base. Developing the overseas business is
proving more difficult due to legislation in
certain jurisdictions prohibiting local citizens
from betting with an offshore bookmaker or
discouraging local banks from processing 
card transactions. We are, therefore, continuing
to focus principally on the UK market in which
we believe further growth is possible as well as
targeting selected European markets.
In January 2003, we successfully launched an
on-line poker product, and later this year we
will introduce new functionality to allow
customers to move funds easily between the
on-line sportsbook and casino.
Cost of content
The new commercial agreement with the
British Horseracing Board became effective on
1 May 2002 and represents an important step
in providing both the bookmaking and horse
racing industries with certainty regarding the
use and price of data. We have also secured 
the necessary rights to screen pictures from
individual race tracks for periods up until the
end of 2004.
In August 2002, the bookmaking industry 
reached agreement with the Football League on
the acceptance of football bets. The agreement 
in respect of LBOs runs until the end of the  5
£m
367.9
72.1
82.2
93.2
111.9
384.1
416.7 418.9
Gross win
Trading profit  
0
100
200
300
400
500
1999 2000 2001 2002
£m
44.1
10.1
16.4
15.6
50.9
17.3
48.0 47.7
Gross win
Trading profit  
0
10
20
30
40
50
60
1999 2000 2001 2002
(10)
0
10
20
30
£m
0.6
(2.9)
9.2
20.5
(7.7)
16.5
35.4
54.9 
40
50
60
1999 2000 2001 2002
Gross win
Trading profit  
Licensed Betting Offices Telephone Interactive
2005/6 season, and in respect of the remote
channels, runs until the end of the 2003/4
season.
At the time of writing, the bookmaking industry,
via Bookmakers Afternoon Greyhound Services
(BAGS), is seeking to extend the terms of its
agreement to purchase pictures from certain
greyhound tracks. The current contract runs
until the end of 2003 and BAGS is seeking a
further two year extension. To date, 7 of the 
16 BAGS tracks have signed. Separately, the
greyhound industry is seeking a significant
increase in the total amount derived from
bookmakers via a licensing arrangement. The
basis for this claim is disputed by bookmakers
and as a result the industry is taking steps to
mitigate the effect of this action. 
Competition issues
The Group continues to compete effectively
against other operators of high street outlets,
comprising national chains as well as smaller
independents, other providers of telephone
betting services, and also domestic and
overseas operators of online sportsbook and
casino services.
In addition, the bookmaking industry is
responding to the competitive threat
represented by betting exchanges by lobbying
the Department of Culture, Media and Sport
(DCMS) to examine the legality of persons
laying bets on this platform, by trying to ensure
a level playing field with the off course industry
as regards the payment of levy and gross profit
tax, and by encouraging the National Joint Pitch
Council (NJPC) to enforce its rules so as to stop
on course bookmakers betting into the
exchanges.
In October 2002, the Levy Board adopted a new
Levy Scheme (effective 1 April 2003) that will
require layers (bookmakers) on betting
exchanges to pay levy on the same basis as
traditional bookmakers. We are also hopeful
that Customs and Excise, as part of their review
of the gross profit tax regime, will follow the
levy decision and impose the tax on layers on
the exchanges.
Business development
During the period, the Group acquired 
H&K Commissions (Bookmakers) PLC, an
independent chain of 35 shops, which improves
our representation in North East London and
Essex. In addition, the Group acquired
Sunderland greyhound stadium during the
period, and Brough Park greyhound stadium
after the period end, to help secure at
reasonable cost the supply of betting
opportunities on greyhound racing. 
All three acquired businesses are profitable,
established operations.
Regulatory development
DCMS is currently engaged in developing
legislation that reflects the recommendations
contained in the Budd report published in July
2001 that will result in a deregulation of
gambling markets in the UK. The major
opportunity for our industry will be  the
increased number of gaming machines in shops
and introduction of jackpot machines offering
£500 maximum prizes. We are lobbying
DCMS regarding the content of the proposed
legislation and do not expect it to be enacted
by Parliament until the second half of 2004 at
the earliest.
The Gaming Board, the regulatory body
responsible for the gaming industry in the UK,
is in the process of seeking a declaration from
the High Court to establish whether or not
FOBTs are gaming machines and are therefore
unlawful in betting shops under current
legislation. The bookmaking industry has
received legal advice that supports its view that
these terminals offer fixed odds bets but
recognises that the issue can only be
determined definitively in a court of law and
therefore is co-operating with the Gaming
Board. The matter is not expected to be heard
by the High Court until the early summer. 
Current trading
The good performance in the fourth quarter of
2002 has continued into the current financial
year with gross win up 20% in the 9 weeks
ended 4 March, 2003 compared to the
corresponding period. Factors such as
favourable sporting results, the introduction of
FOBTs into the retail estate, and the growing
popularity of football and numbers betting
have all played their part in consolidating the
growth in total customer spend. 
The coming financial year will be no less
demanding than the year just ended but 
the Group is well positioned to develop its
business and take advantage of the very real
opportunities that exist in its core market and
the broader gambling sector.  William Hill is a market
leader in all major betting
channels in the UK with 
an established
international presence
through its interactive
business.
The business, its objectives 
and strategy
The Group delivers its betting products to
customers through three principal channels:
¥ LBOs comprising a nationwide network of 
1,579 outlets, making William Hill the second
largest operator of LBOs in the UK. The LBO
estate is of high quality reflecting sustained
investment and approximately 45% of units
are located in London and the South-East.
The scale of the LBO network gives William
Hill a significant competitive advantage in
terms of brand recognition and allows central
costs to be spread across a large estate.
¥ Telephone betting, in which the directors
believe William Hill is the UK market
leader with an estimated market share of
approximately 40% by turnover. The Group
has approximately 640 telephone bet
capture positions at call centres in Leeds 
and Sheffield. As at 31 December 2002, 
the business had approximately 453,000
registered customers (1 January 2002 —
400,000) and over 164,000 active customers
(1 January 2002 — 150,000).
¥ Interactive betting, comprising profitable 
and fast growing online sportsbook
(www.williamhill.co.uk) and online casino
(www.williamhillcasino.com) operations. 
The Group accepted its first bet on the
Internet in 1998 and since then its
sportsbook and casino have experienced
significant growth in the UK and
internationally, attracting customers from
over 150 countries. As at 31 December 2002,
the sportsbook had over 425,000 registered
accounts (1 January 2002 — 280,000),
including over 130,000 active customers
(1 January 2002 — 100,000), and the casino
had over 180,000 registered accounts 
(1 January 2002 — 110,000), including over
43,000 active customers (1 January 2002 —
35,000).
6
Operating and Financial Review
William Hill cashiers are
always on hand to give 
help and advice The Group continues to pursue a strategy
aimed at delivering sustainable earnings
growth and value for shareholders. The key
elements of this strategy are to:
¥ Continue to enhance traditional earnings
and maximise organic growth opportunities;
¥ Profitably exploit new platforms;
¥ Capitalise on opportunities from regulatory,
fiscal and technological change; and
¥ Selectively pursue value-enhancing
acquisitions.
The directors believe that the Group has made
good progress since flotation in pursuing its
stated strategy.
Performance in the period
The directors consider that the key metric 
for business activity is gross win (rather than
turnover) as this figure reflects the amount 
won from customers. The Groups gross win 
was £527 .7m, representing an increase 
of 5% over the corresponding period.
Growth in gross win reflected a number of
factors including the effect on customers
betting behaviour of changes to the betting
duty regime made in October 2001, sporting 
results, the occurrence of the football World
Cup 2002, and the inclusion of 53 weeks
in the corresponding period.
GPT, duty, levy, VAT and other costs of sales
(excluding pay-outs to customers) reduced 19% 
to £111.7m and includes gross profit tax paid 
to Customs & Excise, levies paid to the horse
racing and greyhound racing industries, VAT
incurred in respect of AWPs, and various
royalty payments to suppliers of FOBTs and 
to Cryptologic, a provider of certain services
in respect of the online casino. 
The total amount of gross profit tax paid was
substantially lower than the amount of duty
and gross profit tax paid in the corresponding
period due to the introduction of the new gross
profit tax regime in October 2001 with
significant savings in relation to the LBOs being
only partially offset by additional costs in the
telephone and online sportsbook businesses. 
The cost of the levy paid to the horse racing
industry increased following the introduction of
the 41st Levy Scheme with effect from 1 April
2002 that moved the basis of calculation to
10% of gross win derived from bets on UK and
overseas horse racing. 
The cost of VAT payments in respect of AWPs
has remained relatively unchanged from the
corresponding period as there has been no
material change in the number of machines in
the estate. The introduction of FOBTs into the
estate since mid-2002 and the rapid roll-out of
terminals has resulted in additional gross profit
tax and royalties payable to Customs & Excise
and suppliers, respectively, in respect of this
new product offering. 
The continuing successful development of the
online casino has also resulted in increased
payments to Cryptologic notwithstanding a
reduction in the percentage of gross win paid
as a royalty with effect from July 2001.
Gross profit, representing gross win less GPT,
duty, levy, VAT and other costs of sales,
amounted to £416m, a 14% increase over the
corresponding period.
Net operating expenses (before exceptional
items) increased to £277m, an increase of 7%
over the corresponding period. Approximately
half these costs relate to staff costs that
increased 11% primarily due to the additional
employees recruited as a result of increased 
bet volumes following the introduction of the
new gross profit tax regime and to cope with
extended trading hours in the estate, and an
inflation related pay award. Other material 
costs include property costs that increased 
5%; depreciation that increased 1%;
communications costs that increased 13% due
to the agreement between the betting industry
and racecourses on a new contract for the rights
to screen pictures and receive audio; advertising
and sponsorship that increased 21% including
an amount allocated across all three channels in
relation to the promotion of business on the
World Cup 2002; and an increase in AWP and
FOBT rentals of 21% as the number of
terminals increased through the second half 
of the year.
7 Associate income represents the Groups 
19% share of the profits of its associate
company, SIS.
Net interest payable (before exceptional items)
fell to £60.6m, a decrease of 31% on the
corresponding period, as a result of the 
re-financing of the Group on flotation that 
led to a reduction in net indebtedness and
secured cheaper debt financing.
Tax on profit on ordinary activities relates
primarily to the current year and as the
Group earns its profits principally in the UK is
calculated at 30% of taxable profits being the
current standard rate of UK corporation tax. 
The Group declared an interim dividend of 2.9
pence per share and the directors propose a
final dividend of 5.8 pence per share resulting
in a total dividend of 8.7 pence per share. This
equates to a 3.9% yield on the issue price of
£2.25 per share at flotation. No dividends were
paid in respect of the corresponding period.
Exceptional items relate to costs incurred in
respect of the flotation and re-financing of 
the Group and are explained in more detail 
in note 3 to the financial statements.
Dynamics of the business
The strengths of the business today are no
different to those outlined by the directors 
in the flotation prospectus and include the
following:
¥ A market leader in all major betting
channels in the UK with an established
international presence;
¥ A long established and widely recognised
brand, with a strong reputation for quality;
¥ An extensive and high quality estate of
betting shops, which benefits from
significant past investment and ongoing
refurbishment and improvement;
¥ An effective risk management system 
and significant bookmaking experience;
¥ A focus on sustainable and profitable 
growth and tight management of costs;
¥ Strong cash flow generation;
¥ A track record of innovation and 
profitably exploiting regulatory, 
fiscal and technological change; and
¥ A strong management team.
The directors are seeking to build an
increasingly profitable business by exploiting
these strengths and, at the same time, carefully
managing the risks to the operation. Such risks
include: the potential impact of legislative
changes both in the UK and overseas on the
Groups ability to accept bets; the potential
impact of changes to the UK fiscal environment;
the ability of the Group to manage its
bookmaking risk; the relationship with key
suppliers most notably the horse and
greyhound racing industries; the potential
threat represented by competitors based in the
UK and overseas; the risk that key technology
or information systems could fail; the impact 
of the weather or other factors on the sporting
programme; the risk of loss of key personnel;
the risk of a prolonged economic downturn 
or other geo-political events that may result 
in a reduction in betting activity; the risk that
intermediaries such as banks refuse to accept
credit and debit card transactions connected
with gambling; and the risk resulting from 
any inability of the Group to service its 
debt obligations.
8 The Board routinely monitors all the above risks
and ensures that appropriate actions are taken
to mitigate the risks or their potential adverse
consequences. The Chief Executives Review
further expands on a number of issues that fall
into the above description of risk factors. 
Investment
The Group spent a net £20.4m (53 weeks ended
1 January, 2002 — £28m) on capital investment
in the period. The Group invests substantial
amounts each year in the development of its
estate to open new shops and to extend, re-site
and refurbish existing units. Such investments
are evaluated against strict criteria including a
return on investment target of between 10%
and 20%, depending on the type of project.
The telephone channel has received recent
investment with the opening of a new 270
(capacity 400) seat call centre in Sheffield in
January 2002 in anticipation of the closure of a
facility in Athlone, Ireland in April 2002. 
Further investment has also been made in
developing the online sportsbook and casino
offering to allow customers to bet in up to 
8 languages and to improve the speed and
usability of the sites.
The Group normally seeks a return of 15% 
on its capital investments. 
Dividends
The Company expects its interim and final
dividends to represent approximately one third
and two thirds of the total annual dividend,
respectively.
Capital structure and treasury
In June 2002, the Company floated on the
London Stock Exchange and took the
opportunity to raise gross proceeds of £340m.
The issue of shares was made to institutional
and other professional investors in the UK and
elsewhere, to employees and to retail investors
through intermediaries. At the same time the
Company arranged new bank facilities
amounting to £660m comprising a five year
term loan of £210m and a revolving credit
facility of £450m available until 28 May 2007 .
The new bank facilities are denominated in
sterling as the Groups operations are largely
based in the UK. 
The Group used the proceeds of the flotation,
draw down under the new bank facility and
cash resources to repay its existing borrowings
including the previous bank loans, the
unsecured loan notes 2009, and the majority 
of its high yield bonds, as described in the
financial statements. The Group is obliged under
the terms of its new bank facility to redeem the
outstanding high yield bonds in April 2003. 
These transactions were undertaken principally
to establish an appropriate capital structure for
the next phase of the Groups development and
to enhance its strategic flexibility. The directors
believe that a number of recent developments
in the UK gambling market could result in
increased opportunities, in particular in relation
to consolidation amongst LBO operators and, 
in due course, across gambling platforms.
Following the flotation, William Hill is able 
to use listed shares for acquisitions and has
access to cheaper sources of debt financing.
The amortisation profile and covenants
attaching to the new bank facilities have 
been determined with regard to the Groups
anticipated trading performance in the coming
years and its capacity to service its debt
obligations. Furthermore, the Group has
entered into a series of amortising interest 
rate swaps to fix the interest rate payable on a
substantial proportion of its floating rate debt.
The amortising nature of the swaps results in
approximately 75% of interest costs on the
projected outstanding debt being hedged over
the next 12 months reducing to 35% by 2006.
The directors periodically review the borrowing
and hedging arrangements to ensure that they
remain appropriate to the needs of the Group
and take account of changes in market
conditions.
9
The above text has been prepared with reference to the
guidance issued by the Accounting Standards Board in
January 2003 entitled Operating and Financial Review. 10
Board of Directors
John Brown
Non Executive
Chairman
Charles Scott
Senior Independent
Non Executive
Director
Barry Gibson
Non executive
director
Tom Singer
Group Finance 
Director
Yagnish Chotai
Non executive
director
David Harding
Chief Executive 
Officer
David Allvey
Non executive
director
Donald Mackenzie
Non executive
director 11 11
John Brown
Non Executive Chairman
John Brown, aged 60, is Chairman of the Group,
having been Chief Executive from 1989 and
Chairman from March 1999. He stood down 
as Chief Executive in August 2000 on the
appointment of Mr Harding to that position. 
Mr Brown joined William Hill in 1959 and worked
in different parts of the business over the next 
26 years, until he was appointed Assistant
Managing Director of WHO in 1985. Mr Brown 
is a high profile figure in the bookmaking and
racing industries. He will remain part-time 
Non-Executive Chairman until retirement on 
31 December 2003 and will continue to be
responsible in conjunction with the Chief
Executive for the overall business strategy 
of the Group. 
Charles Scott
Senior Non Executive Director
Charles Scott, aged 53, Chartered Accountant, 
was appointed a non executive director of William
Hill in January 1999 and is the nominated Senior
Independent Non Executive Director for the
purposes of the Combined Code. Prior to joining
the Group, Mr Scott spent nine years with Saatchi
& Saatchi in various roles including Chairman,
Chief Executive and Finance Director. Mr Scott is 
a non executive director of several companies
including adidas-Salomon, TBI, InTechnology and
Profile Media. He has worked for over 20 years
with US corporations, including as Chief Financial
Officer of IMS International.
Barry Gibson
Non executive director
Barry Gibson, aged 51, was appointed as a non
executive director of William Hill in May 2002. 
Mr Gibson was Group Retail Director of BAA from
1988 to 1997 and Chief Executive of Littlewoods
from 1997 to 2001. Mr Gibson is currently
Chairman of the British Institute of Retailing 
and a non executive director of National Express
Group. Mr Gibson was a non executive director 
of Limelight from 1997 to 1999.
David Harding
Chief Executive Officer
David Harding, aged 47 , was appointed a director 
of a number of companies in the Group on 1 August
2000 and, after a period of induction, assumed 
the position of Chief Executive. Mr Harding is
responsible (in conjunction with the Chairman) 
for the overall business strategy of the Group 
and is also responsible for the Groups day-to-day
operations. For the two years prior to joining the
Group, Mr Harding was with the Prudential Group,
initially as Managing Director of their Life and
Pensions business and latterly as Deputy Chief
Executive of Scottish Amicable, a wholly owned
Prudential subsidiary. He is an MBA graduate of
Warwick University.
David Allvey
Non executive director
David Allvey, aged 57 , was appointed a non
executive director of William Hill in May 2002. 
Mr Allvey was Group Finance Director of B.A.T.
Industries for 10 years until 1998, Chief Operations
Officer of Zurich Financial Services AG and Allied
Zurich Plc from 1998 to 1999 and Group Finance
Director of Barclays Bank from 1999 to 2001. 
He is a non executive director of Costain Group, 
of Britannic Group and of Intertek Group. 
Mr Allvey was a non executive director 
of McKechnie from 1993 to 2000. He was
Chairman of the Fiscal Committee of the 100
Group of UK Finance Directors and has been a
member of the UK Accounting Standards Board
since 1994, having qualified as a chartered
accountant with Price Waterhouse in London.
Donald Mackenzie
Non executive director
Donald Mackenzie, aged 45, became a non
executive director of William Hill in March 1999.
He is a chartered accountant and a director of 
CVC Capital Partners Ltd.
Tom Singer
Group Finance Director
Tom Singer, aged 39, joined the Group on 
8 January 2001 and from 1 March 2001 assumed
the position of Group Finance Director. His
responsibilities cover finance, financial and
strategic planning, investor relations, security 
and internal audit. Prior to joining the Group, 
Mr Singer worked at Moss Bros for three years
where he held the position of Group Finance
Director and was responsible for finance and IT.
He was previously a management consultant 
with McKinsey for five years. Mr Singer is a
chartered accountant.
Yagnish Chotai
Non executive director
Yagnish Chotai, aged 43, became a non executive
director of William Hill in March 1999. He is a
director of Cinven, a leading European private
equity firm. Mr Chotai has been involved in a
number of buyouts led by Cinven, including
General Healthcare Group, Kappa Packaging,
Unique Pub Company, Oxoid and Comax. Prior to
joining Cinven, Mr Chotai was Deputy Managing
Director of Gresham Trust, a private equity firm
then owned by BAT. He joined Gresham in 1992
following a four year career in Hill Samuel Banks
development capital business. Prior to that he
qualified as a chartered accountant with KPMG.
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The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
T +44 (0) 870 1623100
Professional Advisers The Directors present 
their annual report on 
the activities of the Group,
together with the financial
statements and auditors
report for the 52 weeks 
ended 31 December, 2002.
Principal activities
The principal activities of the Group during the
period were the operation of licensed betting
offices and the provision of telephone and
Internet betting and online casino services.
The subsidiary and associated undertakings
principally affecting the profits or net assets of
the Group are listed in note 16 to the financial
statements.
Reorganisation of the Group
In preparation for the flotation of the Company
a re-organisation took place on 15 April, 2002
whereby William Hill PLC acquired the entire
share capital of William Hill Holdings Ltd
(WHH). WHH had been owned by a
combination of certain funds managed by
Cinven Limited, certain funds managed by 
CVC Capital Partners, companies and funds 
that co-invest with Cinven and/or CVC and
certain members of management. In April 2002
such shareholders agreed to exchange their
shares in WHH for shares in the Company as
part of a group re-organisation. The Company
changed its name from Troniclong Limited to
William Hill Limited on 10 May, 2002 and from
William Hill Limited to William Hill PLC on
28 May, 2002.
Business review
Full details of the Groups activities and a 
report on its business, strategy and likely 
future developments are contained in the 
Chief Executives Review and Operating 
and Financial Review on pages 4 to 9.
Details of significant events since the balance
sheet date are contained in note 33 to the
financial statements.
Results and dividends
The Groups profit on ordinary activities after
taxation and exceptional items was £21.2m 
(53 weeks ended 1 January, 2002 — £18.4m).
The directors recommend a final dividend of 5.8
pence per share to be paid on 5 June, 2003 to
ordinary shareholders on the Register of
Members on 9 May, 2003 which, together 
with the interim dividend of 2.9 pence per
share paid on 4 December, 2002 makes a 
total of 8.7 pence per share for the period 
(53 weeks ended 1 January 2002 — Nil).
Directors
The directors consist of:
John Brown 

Non Executive 
Chairman 
David Harding Chief Executive 
Thomas Singer Group Finance Director
Charles Scott 
*  (1)
Senior Independent
Non Executive Director
David Allvey 
*  (2)
Independent 
non executive director
Barry Gibson 
*  (3)
Independent 
non executive director
Yagnish Chotai 

Non executive director 
Donald Mackenzie 

Non executive director 
* 
Member of Nomination Committee (1) (Chairman)
 
Member of Audit Committee (2) (Chairman)
 
Member of Remuneration Committee (3) (Chairman)
Messrs. Harding and Singer were appointed
to the Board on 4 March, 2002. Messrs. Brown,
Scott, Mackenzie and Chotai were appointed to
the Board on 15 April, 2002 and Messrs. Gibson
and Allvey on 22 May, 2002.
Instant Companies Limited was the director of
the Company from incorporation on 8 May,
2001 until resignation on 4 March, 2002.
12
Directors Report Directors proposed 
for re-election 
Messrs. Harding, Singer and Scott retire by
rotation at the next Annual General Meeting
and offer themselves for re-election.
Please refer to page 11 for directors
biographies.
Supplier payments policy
The Groups policy is to settle terms of payment
with suppliers when agreeing the terms of each
transaction, ensure that suppliers are made
aware of the terms of payment and abide by
the terms of payment. Trade creditors of the
Group at 31 December 2002 were equivalent to
17 days purchases (1 January 2002 — 26 days
purchases), based on the average daily amount
invoiced by suppliers during the period.
Charitable contributions
During the period the Group made charitable
donations of £24,068 (53 weeks ended 
1 January 2002 — £111,000) principally to
industry related charities serving the
communities in which the Group operates.
Substantial shareholdings
On 10 March, 2003 the Company had been
notified, in accordance with sections 198 to 208
of the Companies Act 1985, of the following
interests in the ordinary share capital of the
Company:
Disabled employees
Applications for employment by disabled
persons are always fully considered, bearing in
mind the aptitude of the applicant concerned.
In the event of members of staff becoming
disabled every effort is made to ensure that
their employment within the Group continues
and that appropriate training is arranged. 
It is the policy of the Group that the training,
career development and promotion of disabled
persons should as far as possible be identical 
to that of other employees.
Employee consultation
The Group places considerable value on 
the involvement of its employees and has
continued to keep them informed on matters
affecting them as employees and on the 
various factors affecting the performance of 
the Group. This is achieved through formal 
and informal meetings, and the Group
magazine. Employee representatives are
consulted regularly on a wide range of matters
affecting their current and future interests. 
The Companys SAYE Share Option Scheme 
(Scheme) has been running successfully since
its implementation in June, 2002. It is open to
all eligible employees based on a three, five or
seven year monthly savings contract. Options
under the Scheme are granted with an exercise
price up to 20% below the prevailing share
price. The maximum permissible monthly
savings under the Scheme is £250.
Purchase of shares
As part of the Companys capital reorganisation
at the time of flotation, 54,140 deferred shares
with a nominal value of £2 (representing
0.000005% of the  Companys called-up share
capital as at 31 December 2002) were
repurchased from Cinven Capital Management
Limited and CVC European Equity Partners II
L.P . for cancellation for a total consideration 
of 1 pence.
Auditors
Deloitte & Touche have expressed their
willingness to continue in office as auditors and
a resolution to reappoint them will be proposed
at the forthcoming Annual General Meeting.
By Order of the Board
Nigel Blythe-Tinker
Group Company Secretary 
10 March, 2003
Registered Office:
Greenside House, 
50 Station Road, 
Wood Green,
London N22 7TP 
13
Substantial shareholdings
Percentage
Name of holder Number of shares shareholding
Fidelity 42,165,98110.00
Legal & General Investment Management 13,928,542 3.30
Lazard Asset Management 13,624,200 3.23 
Notes:
(1) Funds managed by Cinven Limited hold a total of 38,992,525 shares representing 9.24% of the issued share capital
of the Company.
(2) Funds managed or advised by CVC Capital Partners Limited, or an affiliate thereof, and related co-investors hold a
total of 36,819,936 shares representing 8.72% of the issued share capital of the Company. Introduction
This report has been prepared in accordance
with the Directors Remuneration Report
Regulations 2002 (Regulations) which
introduced new statutory requirements for 
the disclosure of directors remuneration for
quoted companies with year ends on or after 
31 December 2002. The report also meets the
relevant requirements of the Listing Rules of
the Financial Services Authority and describes
how the Board has applied the Principles of
Good Governance relating to directors
remuneration. As required by the Regulations,
a resolution to approve 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 Companys members on the auditable
part of the Directors Remuneration Report
and to state whether in their opinion that part
of the report has been properly prepared in
accordance with the Companies Act 1985 (as
amended by the Regulations). The report has
therefore been divided into separate sections
for audited and unaudited information.
Unaudited information
Remuneration Committee
The Company has established a Remuneration
Committee (Committee), which is constituted in
accordance with the recommendations of the
Combined Code and comprises independent
non executive directors and the Group
Chairman. The members of the Committee are
Mr Gibson (non executive director), Mr Chotai
(non executive director) and Mr Brown (Group
Chairman). The Committee is chaired by 
Mr Gibson and makes recommendations to 
the Board. No director plays a part in any
discussion about his own remuneration. 
In determining the directors remuneration,
the Committee appointed Towers Perrin to provide
advice on structuring directors remuneration
packages. The Committee also consulted 
Mr Harding (Chief Executive) and Mr Russell 
(Group Director, Human Resources) about its
proposals. Towers Perrin did not provide any
other services to the Group.
Remuneration policy
The remuneration policy has been designed 
to ensure that the Group has the ability 
to attract and retain senior managers of a 
high calibre, align the interests of the senior
management with that of the shareholders 
and be compliant with best practice. The
performance measurement of the key members
of senior management and the determination
of their annual remuneration package 
are undertaken by the Committee. The
remuneration of the non executive directors 
is determined by the Board within limits 
set out in the Articles of Association.
This report sets out the Companys policy on
senior management remuneration for 2003
and, so far as practicable, for subsequent years.
This policy will continue unless changed by the
Committee, and any changes in policy for years
after 2003 will be described in future Directors
Remuneration Reports, which will continue 
to be subject to shareholder approval. The
Committee considers that a successful
remuneration policy needs to be sufficiently
flexible to take account of future changes 
in the Groups business environment and in
remuneration practice.
There are four main elements of the
remuneration package for senior management:
¥ Basic annual salary and benefits;
¥ Bonus payments;
¥ Share option incentives; and
¥ Pension arrangements.
The Groups policy is to position the basic
salaries of the senior management at the
median of the relevant competitive market, with
a substantial proportion of their remuneration
being performance related. As described below,
senior management may earn annual incentive
payments of up to 50% of their basic salary
together with the benefits of participation in
share option schemes.
Executive directors are required to obtain 
the Boards prior written consent to accept
external appointments.
Basic annual salary and benefits
The salaries of senior management are
reviewed on 1 March each year. Individual pay
levels, within the competitive market, are
determined by reference to performance,
experience and potential. For the basis of
comparison the benchmark used is the retail
and leisure companies within the Towers Perrin
survey of 106 companies, adjusted by reference
to specific competitor groups and cross-checked
against the whole survey and a sample of
companies of comparable size within the
FTSE250.
14
Directors Remuneration Report 15
The basic salaries of Messrs. Harding and Singer
were reviewed, prior to flotation, in June 2002. 
Mr Harding had his salary increased by 36% to
£350,000 and Mr Singer had his salary increased
by 8% to £220,000. The basic salaries of other
senior management were reviewed and
increased by 2.5% in March 2002.
In addition to basic salary, senior management
receive other competitive benefits, such as a
fully expensed car or car allowance, private
health cover and permanent health insurance.
It is intended to continue to provide these
benefits but retain the flexibility to provide 
a cash alternative for any or all of these
according to individual circumstances. 
Bonus payments
1. Annual bonus payments
Executives are eligible to participate in a senior
management bonus scheme that is reviewed by
the Committee on an annual basis to determine
the most appropriate performance measures 
for that year. For 2002, this comprised only the
Group financial performance as measured by
profit on ordinary activities before finance
charges and exceptional items. The scheme
provides for a target payment (currently 20%
of basic salary) and a maximum payment
(currently 50%). Bonus payments for Messrs.
Harding and Singer for the 52 weeks ended 31
December 2002 were 43% of basic salaries.
This reflects the year on year improvement in
profit on ordinary activities before finance
charges and exceptional items of 26%.
2. Float bonus
On admission of the Companys shares to the
London Stock Exchange, Mr Brown received 
a cash bonus of £500,000. Mr Harding and 
Mr Singer were both entitled to a bonus of
£2,836,300 and £1,418,150 respectively, based
on the enterprise value of the Group. The bonus
was to be satisfied by paying up to 50% in
cash and by granting a right to acquire at nil
cost a number of shares calculated by dividing
the amount of the bonus not paid in cash by
the offer price of the shares on admission.
Under the arrangement each elected to have
50% of the bonus in cash with the remaining
50% being a nil cost option that can be
exercised at any time in the five year period
following the announcement of the Groups
results for the 2003 financial year.
Share option incentives
Long-term incentives will be provided to 
drive performance, aid retention and align 
the interests of executives with those of
shareholders. There are three schemes 
in existence:
a) The Executive Director Incentive Plan 
(EDIP) was established to reward Messrs.
Harding and Singer in the event of admission
of the Companys shares to the London Stock
Exchange and will not be repeated. Under 
the scheme each is entitled to an award of
shares, structured as a nil cost option, which
will vest in three annual tranches (30%, 30%
and 40%), starting from the date of the first
anniversary of admission, subject to the
Companys Total Shareholder Return (TSR)
performance against companies in the FTSE250
over the period from the date of admission to
the date immediately preceding each relevant
tranche vesting date. If top quartile TSR
performance is achieved, all the shares in that
tranche will vest. If median TSR performance is
achieved, half the shares will vest, and if
performance is between the median and upper
quartiles, between half and the full amount will
vest, on a straight-line basis. No shares will
vest for below median performance. Full details
of the EDIP were disclosed in the flotation
prospectus. 
b) The Long-Term Incentive Plan 2002 (LTIP) is
for senior management. The LTIP will be
administered by the Committee and will
provide conditional awards of shares to a value
of up to 50% of salary (the basic award) for
middle and senior management and up to a
further 50% (the matching award) for senior
management. The matching award will be 
on a ratio of not more than one to one and
accordingly the maximum value of shares that
can be awarded in any financial year is 100%
of salary. Release of the shares will be
dependent upon the Companys TSR
performance over a three-year period measured
against the performance of companies
comprising the FTSE250 over the same period.
Shares vest in proportion to above median TSR
performance and no shares vest if the
Companys performance is below median. 
Full vesting requires TSR performance to be in
the top decile compared to the comparator
group. No awards have yet been made but 
it is anticipated that the first award under 
the LTIP will be granted in March 2003 and
thereafter awards will be made annually
subject to objective conditions provided this 
is justified by corporate and individual
performance. Messrs. Harding and Singer have
agreed to defer their participation in the LTIP
during the first year of its operation.
c) The Company also operates a SAYE Share
Option Scheme for eligible employees under
which options are granted with an exercise
price up to 20% below the prevailing share
price. Senior management are eligible to
participate. 
The Committee considers TSR to be the most
appropriate metric for the EDIP and LTIP as it
rewards managements performance in both
growing the business as reflected in the share
price and returning value to shareholders via
the payment of dividends.
The Company does not operate any long-term
incentive schemes other than the share option
schemes described above. No significant
amendments are proposed to be made to the
terms and conditions of any entitlement of 
a director to share options. 16
Pension arrangements
Market competitive retirement benefits are
provided to act as a retention mechanism and
reward long service. Executive directors are
members of the Retirement Plan section of
the William Hill Pension Scheme. This provides
defined benefits based on final pensionable pay
and length of service. Benefits accrue at a rate
of 
1
/30th of pensionable salary, up to the
Earnings Cap, for each year of pensionable
service. Their dependants are eligible for
dependants pensions and the payment of a
lump sum, equivalent to four times salary, in
the event of death in service. Pensionable pay
is basic salary less the Lower Earnings Limit
and no other payments are pensionable.
Where appropriate, members benefits are
restricted by the Earnings Cap but the loss 
of benefit is compensated for by additional
salary on a discretionary basis. Mr Harding
received 20% of salary for this loss of benefit
in the period.
The current final salary scheme is closed 
to new entrants and has been replaced by 
a money purchase scheme in respect of new
joiners. The normal retirement age is 63 (final
salary) and 65 (money purchase). 
Performance graph
The above graph shows the Companys
performance, measured by TSR, compared with
the performance of the FTSE250 (excluding
investment companies) also measured by TSR.
The FTSE250 (excluding investment companies)
has been selected for this comparison because
it is the index used by the Company to
determine payments under the EDIP and LTIP .
The graph consists of points representing the
change in the value of a nominal investment of
£100 made on 20th June, 2002 in the Company
and the FTSE 250 (excluding investment
companies) index, respectively. The change in
value of the index holding reflects changes in
the constituent companies over the period. 
The closing values at 31 December 2002
represent the value of each nominal holding 
at that date and reflect the change in the 
share price and the value of dividend income 
re-invested over the period.
Policy on executive directors contracts
It is the Companys policy that executive
directors should have contracts with an
indefinite term providing for a maximum of 
one years notice. Consequently no executive
has a contractual notice period in excess of 
12 months. 
In the event of early termination the policy 
on executive directors contracts provides for
compensation up to a maximum of 12 months
basic salary, pension contributions, other
benefits, and pro-rated annual bonus.
Executive directors contracts
Mr Harding is employed under a service
contract with the Company dated 28 May, 2002
and is entitled under the contract to a basic
annual salary, participation in the Companys
bonus scheme, a company car (or allowance in
lieu), permanent health insurance and private
medical insurance cover.  Mr Harding is also
entitled to membership of the Companys
pension scheme (pensionable salary limited to
the Earnings Cap) and receives an annual
payment of 20% of basic salary to reflect the
restriction imposed by the Earnings Cap. 
Mr Hardings contract is for an indefinite term
ending automatically on his retirement date
(age 63), but may be terminated by 12 months
notice given by either party. The Company may
at its discretion elect to terminate the contract
by making within ten days of the termination of
employment a payment in lieu of notice equal
to:
¥ the salary Mr Harding would have received
during the notice period; 
¥ a pro-rated amount in respect of bonus in
respect of the year in which the employment
terminates; 
¥ the annual cost to the Company of providing
pension and all other benefits to which 
Mr Harding is entitled under his contract.
If Mr Hardings employment is terminated
following a change of control of the Company
and within 12 months of such change of control
Mr Harding is given notice or if Mr Harding
terminates his employment for a good reason
as defined in the service contract, the Company
is obliged to pay within seven days of the
termination of the employment a lump sum
payment calculated in the same way as the
payment in lieu of notice described above.
Mr Singer is employed under a service contract
with the Company dated 28 May 2002. The
terms and conditions of Mr Singers service
contract are the same as for Mr Harding, 
save that no additional payment of 20% of
salary is made to Mr Singer in respect of the
restriction on pension benefits imposed by the
Earnings Cap.
Non executive directors
All non executive directors have specific terms
of engagement and their remuneration is
determined by the Board within the limits set
by the Articles of Association and based on
independent surveys of fees paid to non
executive directors of similar companies. The
basic annual fee payable to Mr Brown, the Non
Executive Chairman is £150,000, effective from
24 May, 2002. The basic annual fee paid to
Messrs. Scott, Allvey and Gibson, the
independent non executive directors who chair
the Nominations, Audit and Remuneration
Committees respectively, was £35,000. Basic
annual fees of £30,000 are payable to Cinven
and CVC Capital Partners in respect of the
services provided by the other non executives,
Mr Chotai and Mr Mackenzie, respectively. Non
executive directors cannot participate in any of
the Companys share option schemes and are
not eligible to join the Groups pension scheme.
The date of appointment of Messrs. Scott,
Brown, Chotai and Mackenzie was 15 April,
2002 and for Messrs. Allvey and Gibson was 
22 May, 2002 .
£70.00
£75.00
£80.00
£85.00
£90.00
£95.00
£100.00
£105.00
£110.00
June 2002 December 2002
Value of Hypothetical £100 Holding
FTSE 250 (excluding investment companies)
William Hill
Historical TSR Performance
Growth in the value of a hypothetical £100 holding in the Company since the date of listing
on 20th June 2002 versus the FTSE 250 (excluding investment companies) Index. 
The starting value for the Company is based on the offer price (£2.25) on 20th June, 2002.
All other points are based on average values taken over the prior 30 trading days. 17
Audited information
Directors emoluments and remuneration
Fees/ Benefits Annual Float 2002 2001
basic salary)

in kind bonuses bonuses* total total
Name of director ££££££
Executive directors
David Harding 364,500 12,601 150,500 2,836,300 3,363,901 469,852
Tom Singer 211,500 16,637 94,600 1,418,150 1,740,887 301,039
Non executive directors
John Brown 228,434 30,798 64,500 500,000 823,732 500,159
Charles Scott 29,212——— 29,212 27 ,523
David Allvey 21,431——— 21,431 —
Barry Gibson 21,431 — — — 21,431 —
Yagnish Chotai (fees payable to Cinven) 28,261——— 28,261 27 ,877
Donald Mackenzie (fees payable to CVC Capital
Partners) 28,261——— 28,261 30,937
Aggregate emoluments 933,030 60,036 309,600 4,754,450 6,057 ,116 1,357 ,387
 
Included in fees/basic salary for Mr Harding was £60,750 as compensation for loss of pension benefit due to the Earnings Cap.
* The float bonuses in respect of Mr Harding and Mr Singer were satisfied 50% in cash and 50% by the award of a nil cost option as described in the
table below. The float bonus payable to Mr Brown was satisfied in cash. 
There were no payments by the Company during the financial year for compensation for loss of office or payments in connection with the termination
of qualifying services. The non-cash elements of the executive directors remuneration packages consist of the provision of a c ompany car or car
allowance, private health cover, travel card and permanent health insurance.
Directors share options
Except for the float bonuses for Mr Harding and Mr Singer, aggregate emoluments disclosed above do not include any amounts for the value of options
to acquire ordinary shares in the Company granted to or held by the directors. Details of options for directors as at 31 December 2002 are as follows:
Number of Number of
shares at Granted Exercised shares at
date of during the during the 31 December Exercise Date from which Expiry
Name of director Scheme appointment period period 2002 price exercisable date
David Harding Float bonus — 630,288 — 630,288 Nil March 2004 March 2009
EDIP — 1,222,222 — 1,222,222 Nil June 2003 (30%) June 2006
June 2004 (30%) June 2007
June 2005 (40%) June 2008
Tom Singer Float bonus — 315,144 — 315,144 Nil March 2004 March 2009
EDIP — 611,111 — 611,111 Nil June 2003 (30%) June 2006
June 2004 (30%) June 2007
June 2005 (40%) June 2008
SAYE — 5,277 — 5,277 180p August 2005 February 2006
John Brown N/A — — — — — — —
Charles Scott N/A — — — — — — —
David Allvey N/A — — — — — — —
Barry Gibson N/A — — — — — — —
Yagnish Chotai N/A — — — — — — —
Donald Mackenzie N/A — — — — — — —
There have been no variations to the terms and conditions or performance criteria for share options during the financial year. 18
The Companys ordinary shares were listed and admitted to trading on the London Stock Exchange on 20 June 2002 at a price of £2 .25 at which time
Messrs Harding and Singer became eligible to receive the float bonus and benefit under the EDIP arrangement. The market price of the ordinary shares
at 31 December 2002 was £2.22 and the range during the period from flotation to 31 December, 2002 was £1.96 to £2.87 .
Options granted as part of the float bonus and under the SAYE Share Option Scheme are not subject to performance criteria. For the EDIP the
performance criteria under which options may be granted are detailed on page 15.
Directors pension entitlements
Three directors are members of the Groups defined benefit pension scheme. In accordance with the Regulations, the following ta ble shows the
members contributions, the increase in accrued entitlement during the period and the accrued entitlement at the end of the per iod. The following
directors had accrued entitlements under the scheme as follows:
Accrued pension Real increase in Increase in accrued Accrued pension
1 January 2002 accrued pension Inflation pension in the period 31 December 2002
Name of director £ £ £ £ £
David Harding 4,505 3,248 77 3,325 7 ,830
Tom Singer 2,915 3,245 50 3,295 6,210
John Brown 175,893 4,773 2,238 7 ,011 182,904
The following table sets out the transfer value of the directors accrued benefits under the scheme calculated in a manner cons istent with Retirement
Benefit Schemes — Transfer Values (GN 11) published by the Institute of Actuaries and the Faculty of Actuaries.
Real increase
in transfer value Other changes Increase in transfer Contributions Transfer value
Transfer value in the period net to transfer value in the period made by the 31 December 
1 January 2002 of contributions value net of contributions director 2002
Name of director £ £ £ £ £ £
David Harding 32,811 19,326 1,277 20,603 4,838 58,252
Tom Singer 16,147 11,853 (897) 10,956 4,838 31,941
John Brown 2,906,846 72,898 126,725 199,623 8,386 3,114,855
The transfer values disclosed above do not represent a sum paid or payable to the individual director. Instead they represent a potential liability of the
pension scheme.
Members of the scheme have the option to pay additional voluntary contributions; neither the contributions nor the resulting benefits are included in
the above tables.
Approval
This report was approved by the Board of directors on 10 March, 2003 and signed on its behalf by:
Barry Gibson
Chairman of the Remuneration Committee
10 March, 2003 The Company is committed to the principles 
of corporate governance contained in the
Combined Code on corporate governance 
which is appended to the Listing Rules of the
Financial Services Authority and for which 
the Board is accountable to shareholders.
Statement of compliance with 
the Code of Best Practice
Since flotation, the Company has been in
compliance with the Code provisions set out in
section 1 of the Combined Code on corporate
governance except for the following matters:
¥ Section A.3.2. — The independent non
executive directors constitute half, rather
than a majority, of non executive directors
on the Board. The independent non
executive directors are Messrs. Scott, Allvey
and Gibson. The remaining non executive
directors are Messrs. Mackenzie and Chotai
who are directors of CVC and Cinven entities
respectively, and Mr Brown.
¥ Section B.2.2. — Mr Brown, although Non
Executive Chairman, is not considered to 
be independent as he was previously Chief
Executive of the Group. Although not
considered independent, Mr Brown is a
member of the Remuneration Committee.
The independent non executive directors
consider that his guidance is important in
assessing the performance of the executive
directors and other members of senior
management, and therefore in properly
determining their remuneration.
Statement about applying the
Principles of Good Governance
The Company has applied the Principles of
Good Governance set out in section 1 of the
Combined Code by complying with the Code 
of Best Practice as reported above. Further
explanation of how the principles have been
applied is set out below and, in connection with
directors remuneration, in the Directors
Remuneration Report.
The Board
The Board comprising eight members,
determines the strategic direction of the Group
and reviews its operating and financial position.
The Board has a formal schedule of matters
specifically reserved to it, which can only be
amended by the Board itself and which is
reviewed annually. The Board meets at least
eleven times during the year.
Directors
Appointments to the Board are the
responsibility of the full Board, on the
recommendation of the Nominations
Committee. All directors submit themselves 
for re-election by rotation with one third of the
directors retiring each year. The Board may
also, in accordance with Article 115 of the
Companys Articles of Association, appoint a
person who is willing to act as a director, either
to fill a casual vacancy or as an additional
director, such appointment being only effective
until the next Annual General Meeting.
The Board comprises individuals with wide
business experience of various sectors of
industry. They have access to all information
relating to the Group; the advice and services of
the Group Company Secretary, and, as required,
external advice at the expense of the Group.
There is a clear division of responsibility
between the Chairman and the Chief Executive.
The roles of the Chairman, Chief Executive and
directors are defined so as to give no individual
unfettered powers of decision-making. 
The Higgs Report published in January 2003 on
the Role and Effectiveness of Non Executive
Directors proposes significant changes to the
Combined Code. The Board notes that following
the Financial Reporting Councils acceptance of
these proposals a new version of the Combined
Code will apply to reporting periods starting on
or after 1 July, 2003 and hence will seek to
affect the transition to full compliance in the
light of emerging best practice.
Relations with shareholders
The Board remains committed to maintaining
good relationships with both institutional and
private shareholders. There is regular dialogue
with institutional shareholders, although care 
is exercised to ensure that any price sensitive
information is released at the same time to 
all shareholders, in accordance with the
requirements of both the Financial Services
Authority and the London Stock Exchange.
The Board regards the annual general meeting
as an important opportunity to communicate
directly with all shareholders. Board members,
including the Chairmen of the Remuneration,
Nominations and Audit Committees attend the
meeting and are available to answer questions.
In order that shareholders present are aware 
of the other shareholders voting intentions, 
the details of proxy votes will be announced 
at the Annual General Meeting.
Board committees
The Remuneration Committee, the Nominations
Committee and the Audit Committee are
standing committees of the Board. 
Remuneration Committee
The role and operation of the Remuneration
Committee is set out in the Directors
Remuneration Report on pages 14 to 18.
Nominations Committee
The Nominations Committee is chaired by 
Mr Scott and includes Messrs. Allvey and
Gibson. The Nominations Committees principal
function is to carry out a formal selection
process of candidates and subsequently to
propose to the Board any new appointments,
whether executive or non executive directors.
As part of this function, it considers the
composition of the Board, the demands made
on the Board and its committees and the
requirements of good corporate governance. 
The Nominations Committee meets as
necessary but at least annually before or after
regular meetings of the Board, to consider
proposals for Board appointments.
19
Statement on Corporate Governance Audit Committee
The Audit Committee is chaired by 
Mr Allvey and includes Messrs. Scott and
Mackenzie. It meets at least four times a 
year and its principal functions are to:
¥ review and advise the Board on the 
Groups interim and annual financial
statements, its accounting policies and 
on the controls operating over its financial
and business risks;
¥ review the nature and scope of the work to
be performed by the external and internal
auditors, the results of that work and
managements response; and
¥ meet with the executive directors and
management, as well as privately with both
external and internal auditors. The Chairman
of the Audit Committee reports the outcome
of meetings to the Board.
Following Sir Robert Smiths publication of his
report on audit committees and Combined Code
guidance in January 2003, the Board notes the
report proposes a new audit committee section
in the Combined Code, which is expected to
relate to financial years starting on or after 
1 July, 2003. The Board will seek to comply 
with the revised Combined Code in the light 
of emerging best practice.
Internal control
The Board has overall responsibility for the
Groups internal control systems and for
monitoring their effectiveness. Implementation
and maintenance of the internal control
systems are the responsibility of the executive
directors and senior management, and are
subject to periodic review which is documented.
The Groups internal audit department
maintains a database recording the system 
of internal controls in every division or
department throughout the Group. The
performance of internal control systems is
reviewed regularly by the Audit Committee.
The Board monitors the process by which
critical risks to the business are identified and 
managed. It assesses the effectiveness of
internal control systems on the basis of:
¥ established procedures, including those
already described, which are in place to
manage perceived risks;
¥ regular reports by management to the 
Audit Committee on the adequacy and
effectiveness of internal control systems 
and significant control issues;
¥ the continuous Group-wide process for
formally identifying, evaluating and
managing the significant risks to the
achievement of the Groups objectives; and
¥ presentations of the results of internal audits
and work undertaken by other departments
to the Audit Committee.
The Groups internal control systems are
designed to reduce, rather than eliminate, the
risk of failure to meet business objectives, and
can only provide reasonable, and not absolute,
assurance against material misstatement or
loss. In assessing what constitutes reasonable
assurance, the Board has regard to materiality
and to the relationship between the cost of, and
benefit from, internal control systems.
The Board regularly reviews the actual and
forecast performance of the business compared
with the annual plan, as well as other key
performance indicators.
Lines of responsibility and delegated
authorities are clearly defined. The Groups
policies and procedures are regularly updated
and distributed throughout the Group as 
well as reporting compliance to the Audit
Committee.
The Chief Executive and Nominations
Committee oversee the policies for employee
selection, advancement and development and
have direct involvement in senior management
appointments. Succession planning and
contingency arrangements operate for senior
management and have been reviewed by 
the Board. 
Assessment of business risk
A corporate risk matrix has been developed 
and approved by the Audit Committee and the
Board. The matrix records the key risks facing
the business and assesses the likelihood of 
the risks crystallising and their potential
materiality. Responsibility for management 
of the risks is attributed typically at senior
management level.
Internal audit
Internal audit advise management on the
extent to which systems of internal control are
effective; are adequate to manage business
risk; safeguard the Groups resources; and in
conjunction with the Group Company Secretary,
ensure compliance with legal and regulatory
requirements. It provides objective assurance
on risk and control to senior management and
the Board.
Internal audits work is focused on areas of
greatest risk to the Group, as determined by a
structured risk assessment process involving
executive directors and senior management.
The output from this process is summarised in
an audit plan which is approved by the Audit
Committee. The head of internal audit reports
regularly to the Group Finance Director and
Audit Committee.
The role of the internal audit function and the
scope of its work continues to evolve to take
account of changes within the business and
emerging best practice.
The Board is responsible for Group compliance
matters, and is advised in this respect by the
Audit Committee, head of internal audit and
Group Company Secretary.
Going concern
The directors have prepared the financial
statements on a going concern basis consistent
with their view, formed after making
appropriate enquiries, that the Group is
operationally and financially robust.
20 United Kingdom company law requires the directors to prepare financial statements for each financial period which give a true and fair view 
of the state of affairs of the Company and the Group as at the end of the financial period and of the profit or loss of the Group for that period. 
In preparing those financial statements, the directors are required to:
¥ select suitable accounting policies and then apply them consistently;
¥ make judgements and estimates that are reasonable and prudent; and
¥ state whether applicable accounting standards have been followed.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position
of the Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also
responsible for the system of internal control and safeguarding the assets of the Company and the Group and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
21
Statement of Directors Responsibilities To the members of William Hill PLC
We have audited the financial statements of William Hill PLC for the 52 weeks ended 31 December 2002 which comprise the consolidated profit
and loss account, the consolidated balance sheet, the Company balance sheet, the consolidated cash flow statement, the consolidated statement
of total recognised gains and losses, the statement of accounting policies and the related notes numbered 1 to 34. These financial statements
have been prepared under the accounting policies set out therein. We have also audited the information in the part of the Directors
Remuneration Report that is described as having been audited.
This report is made solely to the Companys members, as a body, in accordance with section 235 of the Companies Act 1985. Our a udit work has
been undertaken so that we might state to the Companys members those matters we are required to state to them in an auditors report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the
Companys members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described in the statement of directors responsibilities, the Companys directors are responsible for the preparation of th e financial
statements in accordance with applicable United Kingdom law and accounting standards. They are also responsible for the preparation of the
other information contained in the annual report including the Directors Remuneration Report. Our responsibility is to audit t he financial
statements and the part of the Directors Remuneration Report described as having been audited in accordance with relevant Unit ed Kingdom
legal and regulatory requirements and auditing standards.
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements and the part
of the Directors Remuneration Report described as having been audited have been properly prepared in accordance with the Compa nies Act
1985. We also report to you if, in our opinion, the Directors Report is not consistent with the financial statements, if the C ompany has not kept
proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by
law regarding directors remuneration and transactions with the Company and other members of the Group is not disclosed.
We review whether the corporate governance statement reflects the Companys compliance with the seven provisions of the Combine d Code
specified for our review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to consider
whether the Boards statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the Groups corporate
governance procedures or its risk and control procedures.
We read the Directors Report and the other information contained in the annual report for the above period as described in the contents section
including the unaudited part of the Directors Remuneration Report and consider the implications for our report if we become aw are of any
apparent misstatements or material inconsistencies with the financial statements.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom auditing standards issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the part of the Directors
Remuneration Report described as having been audited. It also includes an assessment of the significant estimates and judgements made by 
the directors in the preparation of the financial statements and of whether the accounting policies are appropriate to the circumstances of the
Company and the Group, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us
with sufficient evidence to give reasonable assurance that the financial statements and the part of the Directors Remuneration Report described
as having been audited are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion, we
also evaluated the overall adequacy of the presentation of information in the financial statements and the part of the Directors Remuneration
Report described as having been audited.
22
Independent Auditors Report Opinion
In our opinion:
¥ the financial statements give a true and fair view of the state of affairs of the Company and the Group as at 31 December 2002 and of the profit
of the Group for the 52 weeks then ended; and
¥ the financial statements and part of the Directors Remuneration Report described as having been audited have been properly p repared in
accordance with the Companies Act 1985.
Deloitte & Touche
Chartered Accountants and Registered Auditors
London
10 March 2003
23 Consolidated Profit and Loss Account and Consolidated Statement of Total Recognised Gains and Losses
for the 52 weeks ended 31 December 2002
24
Consolidated Profit and Loss Account
52 weeks 53 weeks 
Before Exceptional ended ended
exceptional items 31 December 1 January
items (note 3) 2002 2002
Notes £m £m £m £m
Turnover 1 3,365.3 — 3,365.3 2,452.2
Cost of sales (2,949.3) — (2,949.3) (2,087 .2)
Gross profit 1 416.0 — 416.0 365.0
Net operating expenses 2,3 (277 .0) (20.1) (297 .1) (257 .9)
Operating profit 1 139.0 (20.1) 118.9 107 .1
Share of associates operating profit 4 2.4 — 2.4 4.9
Profit on ordinary activities before finance charges 141.4 (20.1) 121.3 112.0
Net interest payable 3,5 (60.6) (29.0) (89.6) (87 .7)
Other finance income 6 0.7 — 0.7 3.0
Profit on ordinary activities before tax 7 81.5 (49.1) 32.4 27 .3
Tax on profit on ordinary activities 10 (22.9) 11.7 (11.2) (8.9)
Profit on ordinary activities after tax 58.6 (37 .4) 21.2 18.4
Dividends paid and proposed 12 (36.3) — (36.3) —
Retained (loss)/profit for the period 26 22.3 (37 .4) (15.1) 18.4
Earnings per share (pence)
Basic 13 16.9 6.1 6.9
Diluted 1316.86.16.9
All amounts relate to continuing operations for the current and preceding financial periods.
Consolidated Statement of Total
Recognised Gains and Losses
52 weeks 53 weeks 
ended ended
31 December 1 January
2002 2002
Notes £m £m
Profit for the financial period 21.2 18.4
Actuarial loss recognised in the pension scheme 24 (36.6) (28.8)
Deferred tax attributable to actuarial loss 24 11.0 8.9
Currency translation differences on foreign currency net investments 0.1 (0.1)
Total recognised gains and losses relating to the period (4.3) (1.6) 31 December 1 January
2002 2002
Notes £m £m
Fixed assets
Intangible assets 14 728.9 702.8
Tangible assets 15 99.0 90.8
Investments 16 4.4 10.5
832.3 804.1
Current assets
Stocks 18 0.3 0.3
Debtors: amounts recoverable within one year 19 14.1 11.0
Debtors: amounts recoverable after one year 19 3.0 3.6
Cash at bank and in hand 44.6 104.8
62.0 11 9.7
Creditors: amounts falling due within one year 20 (145.5) (111.1)
Net current (liabilities)/assets (83.5) 8.6
Total assets less current liabilities 748.8 812.7
Creditors: amounts falling due after more than one year 21 (470.3) (851.2)
Share of net liabilities of associate 16 (1.2) —
Net assets/(liabilities) excluding pension liability 277 .3 (38.5)
Pension liability 24 (28.0) (2.2)
Net assets/(liabilities) including pension liability 249.3 (40.7)
Capital and reserves
Called-up share capital 25,26 42.2 27 .2
Share premium account 26 311.3 —
Merger reserve 26 (26.1) (26.1)
Other reserves 26 2.1 —
Profit and loss account 26 (80.2) (41.8)
Shareholders funds/(deficit) 27 249.3 (40.7)
Equity interests 249.3 (41.7)
Non-equity interests — 1.0
249.3 (40.7)
The financial statements were approved by the board of directors on 10 March 2003 and are signed on its behalf by:
D C I Harding T D Singer
Director Director
25
Consolidated Balance Sheet
as at 31 December 2002
Consolidated Balance Sheet 31 December 1 January
2002 2002
Notes £m £m
Fixed assets
Investments 16 38.2 —
38.2 —
Current assets
Debtors: amounts recoverable within one year 19 868.2 —
Cash at bank and in hand — —
868.2 —
Creditors: amounts falling due within one year 20 (74.2) —
Net current assets 794.0 —
Total assets less current liabilities 832.2 —
Creditors: amounts falling due after more than one year 21 (470.3) —
Net assets 361.9 —
Capital and reserves
Called-up share capital 25, 26 42.2 —
Share premium account 26 311.3 —
Other reserves 26 2.1 —
Profit and loss account 26 6.3 —
Equity shareholders funds 361.9 —
The financial statements were approved by the board of directors on 10 March 2003 and are signed on its behalf by:
D C I Harding T D Singer
Director Director
Company Balance Sheet
as at 31 December 2002
26
Company Balance Sheet 27
Consolidated Cash Flow Statement
for the 52 weeks ended 31 December 2002
Consolidated Cash Flow Statement
52 weeks 53 weeks
ended ended
31 December 1 January
2002 2002
Notes £m £m
Net cash inflow from operating activities 28 137 .3 133.2
Dividend from associate 5.7 —
Returns on investments and servicing of finance 29 (48.4) (47 .1)
Taxation (9.5) (0.7)
Capital expenditure and financial investment 29 (20.4) (28.0)
Acquisitions 29 (20.8) —
Equity dividend paid (12.1) —
Net cash inflow before financing 31.8 57 .4
Financing 29 (92.0) (37 .4)
(Decrease)/increase in cash in the period 30 (60.2) 20.0 A summary of the Groups principal accounting policies, which have been applied consistently throughout the period and the prec eding period,
is set out below.
Basis of accounting
The financial statements have been prepared under the historical cost convention and in accordance with applicable United Kingdom accounting
standards.
Basis of consolidation 
The consolidated financial statements include the audited accounts of the Company and all of its subsidiary undertakings drawn up to the same
period end as the Group. 
In preparation for the flotation of the Company, a reorganisation took place on 15 April 2002, whereby William Hill PLC (the Company) acquired
the entire share capital of William Hill Holdings Limited (WHH). WHH had been owned by a combination of certain funds managed by Cinven
Limited (Cinven), certain funds managed by CVC Capital Partners (CVC), companies and funds that co-invest with Cinven and/or CVC and certain
members of management. In April 2002, such shareholders agreed to exchange their shares in WHH for shares in the Company as part of a
group reorganisation. This transaction was accounted for using merger accounting as required by Financial Reporting Standard (FRS) 6
Acquisitions and mergers. Consequently, the consolidated profit and loss account and balance sheet have been presented on a p ro forma 
basis as if the new holding company has been in existence throughout both the current and corresponding periods.
The results of subsidiaries acquired or sold are consolidated for the periods from the date on which control passed.
Acquisitions
On the acquisition of subsidiary undertakings and businesses the excess of the purchase consideration over the fair value of tangible fixed
assets, other assets and liabilities acquired represents an intangible asset comprising licence value, goodwill and brand value which is
capitalised. 
Intangible fixed assets
Intangible fixed assets represent licence value, goodwill and brand value. It is not considered appropriate to show these components as separate
asset categories. 
The Companies Act 1985 requires goodwill and intangible assets to be amortised over a finite period. The directors consider that the Groups
intangible assets have an indefinite life, due to their long-term nature. Consequently, the directors consider that to amortise the assets would
not provide a true and fair view, and so the financial statements depart from this specific requirement of the Companies Act 1985. If this
departure from the Companies Act 1985 had not been made the profit for the financial period would have been reduced by amortisation. The
amount of this amortisation cannot be quantified because of the indefinite life of these assets.
The non-amortisation of the intangible assets means that they are subject to annual impairment testing in accordance with FRS 10 Goodwill
and Intangible Assets and FRS 11 Impairment of Fixed Assets and Goodwill. 
Tangible fixed assets
Tangible fixed assets comprise the assets which can be physically replaced and are stated in the consolidated balance sheet at cost, less
provision, if any, for impairment together with additions at cost, less cumulative depreciation.
Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost or valuation, less estimated
residual value, of each asset on a straight-line basis over its expected useful life, as follows: 
Freehold buildings — 50 years
Long leasehold properties — 50 years
Short leasehold properties — over the unexpired period of the lease
Fixtures, fittings and equipment and motor vehicles — at variable rates between 3 and 10 years
Statement of Accounting Policies
for the 52 weeks ended 31 December 2002
28
Statement of Accounting Policies Web site development costs
Design and content development costs are capitalised only to the extent that they lead to the creation of an enduring asset delivering benefits at
least as great as the amount capitalised. If there is insufficient evidence on which to base reasonable estimates of the economic benefits that
will be generated in the period until the design and content are next updated, the costs of developing the design and content are charged to the
profit and loss account as incurred.
Investments
Fixed asset investments are shown at cost less provision for impairment.
Own shares held in trust, to the extent that they are used to satisfy share option schemes, are amortised over the periods of awards to which
they relate. Shares that are not yet allocated to individuals are carried at cost or marked to market value if the directors consider there has been
a permanent diminution in their value.
Associates
Shares in associated undertakings are accounted for using the equity method. The consolidated profit and loss account includes the Groups
share of pre-tax profits and attributable taxation of associated undertakings. In the consolidated balance sheet, the investment in associated
undertakings is shown as the Groups share of net assets or liabilities of associated undertakings and the unamortised element of goodwill
relating to the acquisition of associated undertakings. Goodwill arising on the acquisition of associates is accounted for in accordance with the
policy set out under intangible fixed assets.
Stocks
Stocks represent stocks of consumables in stores. They are stated at the lower of cost and net realisable value.
Tax
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws
that have been enacted or substantially enacted by the balance sheet date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions
or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date.
Timing differences are differences between the Groups taxable profits and its results as stated in the financial statements th at arise from the
inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded
as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be
deducted.
Deferred tax is not recognised when fixed assets are sold and it is more likely than not that the taxable gain will be rolled over, being charged to
tax only if and when the replacement assets are sold.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to
reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a
non-discounted basis. 
Turnover
Turnover in respect of the LBO, telephone and interactive sportsbook businesses (including FOBTs and numbers bets) represents amounts
receivable in respect of bets placed on events which occurred by the period end. Turnover from AWPs (excluding VAT) and the interactive casino
operation represents net takings from customers.
29
Statement of Accounting Policies
for the 52 weeks ended 31 December 2002 Leases
Rental costs under operating leases are charged to the profit and loss account in equal amounts over the periods of the leases. Benefits received
and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term, except where the
period to the review date on which the rent is first expected to be adjusted to the prevailing market rate is shorter than the full lease term, in
which case the shorter period is used.
Pensions
The Group operates a defined contribution scheme and a defined benefit scheme open to eligible employees in the Group. The assets of the
schemes are held and managed separately from those of the Group.
For the defined contribution scheme the amount charged to the profit and loss account in respect of pension costs and other post-retirement
benefits is the contributions payable in the period. Differences between contributions payable in the period and contributions actually paid are
shown as either accruals or prepayments in the balance sheet.
For the defined benefit scheme the amounts charged to operating profit are the current service costs and gains and losses on settlements and
curtailments. They are included as part of staff costs. Past service costs are recognised immediately in the profit and loss account if the benefits
have vested. If the benefits have not vested immediately, the costs are recognised over the period until vesting occurs. The interest cost and the
expected return on assets are shown as a net amount of other finance costs or income. Actuarial gains and losses are recognised immediately in
the statement of total recognised gains and losses. 
Pension scheme assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit method and
discounted at a rate equivalent to the current rate of return on a high quality corporate bond of equivalent currency and term to the scheme
liabilities. The actuarial valuations are obtained at least triennially and are updated at each balance sheet date. The resulting defined benefit
asset or liability, net of the related deferred tax, is presented separately after other net assets on the face of the balance sheet.
Foreign exchange
Transactions denominated in foreign currencies are translated into sterling at the rate ruling at the date of the transaction or at an average rate.
Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated at the rates ruling at that date.
These translation differences are dealt with in the profit and loss account.
The results of foreign subsidiaries are translated into sterling at the average rates of exchange and the assets and liabilities at closing rates of
exchange. Differences arising from the retranslation of opening net assets and from translating results at average rates and assets and liabilities
at closing rates are reported in the statement of total recognised gains and losses.
Finance costs
Finance costs of debt are recognised in the profit and loss account over the term of that debt at a constant rate on the carrying amount. 
Debt
Debt is initially stated at the amount of the net proceeds after deduction of issue costs. The carrying amount is increased by the finance cost in
respect of the accounting period and reduced by payments made in the period. 
Derivative financial instruments
Derivative instruments utilised by the Group are interest rate swaps. The Group does not enter into speculative derivative contracts. All such
instruments are used for hedging purposes to alter the risk profile of an existing underlying exposure of the Group in line with the Groups risk
management policies. Amounts payable or receivable in respect of interest rate swaps are recognised as adjustments to interest expense over
the period of the contracts.
Termination payments made or received are spread over the life of the underlying exposure in cases where the underlying exposure continues
to exist. In other cases termination payments are taken to the profit and loss account.
Statement of Accounting Policies
for the 52 weeks ended 31 December 2002
30
Statement of Accounting Policies 1. Segmental information
The Groups turnover, profits and operating net assets arise primarily from customers in the United Kingdom with an immaterial amount
generated from customers outside the United Kingdom and therefore segmental information by geographical location is not presented. 
Analysis of net assets by product channel has not been presented as it is not considered practical to perform this allocation. The Group does not
produce such information internally or make decisions based on this or similar information.
Segmental information by product channel is shown below:
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
Turnover
— Retail 2,460.4 1,721.6
— Telephone 489.1 419.5
— Interactive 389.3 273.7
— Other 26.5 37 .4
3,365.3 2,452.2
Gross win
— Retail 418.9 416.7
— Telephone 50.9 48.0
— Interactive 54.9 35.4
— Other 3.0 2.5
527 .7 502.6
Operating profit
— Retail 111.9 93.2
— Telephone 17 .3 15.5
— Interactive 20.5 9.2
— Other 0.8 (0.6)
— Central costs (11.5) (10.2)
139.0 107 .1
— Exceptional costs (20.1) —
118.9 107 .1
Retail comprises all activity undertaken in LBOs including AWPs and FOBTs. 
Turnover and operating profit amounting to £15.7m and £1.0m respectively have been consolidated into these results in respect of acquisitions
described in note 17 .
31
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002
Notes to the Financial Statements 1. Segmental information (continued)
The segmental analysis of gross win set out above is shown before deducting GPT, duty, levy, VAT and other cost of sales to arrive at gross profit. 
A reconciliation from gross win to gross profit as presented in the profit and loss account is set out below:
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
Gross win 527 .7 502.6
GPT, duty, levy, VAT and other cost of sales (111.7) (137 .6)
Gross profit 416.0 365.0
2. Net operating expenses
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
Administrative expenses 301.1 262.5
Other operating income (4.0) (4.6)
297 .1 257 .9
3. Exceptional items
Exceptional operating costs are as follows:
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
Management and staff bonuses crystallising on flotation 13.4 —
Professional fees 3.0 —
Advertising, printing and postage 1.7 —
Other costs 2.0 —
20.1 —
All costs were incurred in respect of the flotation of the Company. In addition, further professional fees of £12.7m were charged directly to share
premium in connection with the flotation. 
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002
32
Notes to the Financial Statements 3. Exceptional items (continued)
Exceptional interest costs are as follows:
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
High yield bond redemption costs 14.2 —
Unamortised finance fees written off on high yield bond redemption 4.7 —
Unamortised finance fees written off on refinancing of bank facilities 3.7 —
Unamortised finance fees written off on redemption of unsecured loan notes 2009 6.3 —
Other costs 0.1 —
29.0 —
Exceptional interest costs were incurred in relation to the restructuring of the Groups finances, which was undertaken as part of the flotation
process. This encompassed the redemption of 95% of the high yield bonds, the redemption of all of the unsecured loan notes 2009 and the
negotiation of new bank facilities.
A tax credit of £11.7m has been recognised in respect of the exceptional operating cost and interest costs. This represents the reduction in
corporation tax payable arising from the deductions, which the Group expects to be able to make in respect of these exceptional items.
4. Share of operating profit in associated undertaking
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
Share of operating profit in associated undertaking 2.4 4.9
5. Net interest payable and similar charges
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
Interest receivable:
Interest receivable 2.7 4.6
Share of associates net interest receivable 0.2 0.1
Interest payable and similar charges:
Interest on bank loans and overdrafts (26.2) (23.1)
Interest on guaranteed unsecured loan notes 2005 (0.1) —
Interest on high yield bonds (7 .9) (16.2)
Interest on unsecured loan notes 2009 (27 .1) (50.5)
Amortisation of finance costs (2.2) (2.6)
(60.6) (87 .7)
Exceptional interest (note 3) (29.0) —
(89.6) (87 .7)
33
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002 6. Other finance income
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
Expected return on pension scheme assets 7.4 8.8
Interest on pension scheme liabilities (6.7) (5.8)
0.7 3.0
7 . Profit on ordinary activities before tax
Profit on ordinary activities before tax is stated after charging/(crediting):
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
Depreciation — owned assets 16.7 16.6
Hire of equipment 0.6 0.3
Operating lease charges:
— Land and buildings 25.7 24.1
— Other (including AWPs and FOBTs) 9.0 6.1
Profit on sale of fixed assets (0.1) (0.8)
The following fees were payable to Deloitte & Touche:
Audit fees and related work
Group audit — UK 0.2 0.2
Other mandatory work including interim report review — 0.1
0.2 0.3
Fees for other services
Flotation of the Company 1.2 —
Financial system implementation 0.6 0.3
Tax 0.3 0.1
Acquisition due diligence 0.1 —
System reviews — 0.7
2.2 1.1
All the above fees payable to Deloitte & Touche were charged to profit and loss account with the exception of £0.6m in respect of financial
system implementation which is included in tangible asset additions and £0.1m in respect of acquisitions which is included in intangible asset
additions.
The audit fees payable to Deloitte & Touche are reviewed by the Audit Committee to ensure such fees are competitive. The Committee sets the
policy for awarding non-audit work to the auditors and reviews the nature and extent of such work and related fees in order to ensure that
independence is maintained. The fees disclosed above consolidate all payments made to Deloitte & Touche by the Company and its subsidiaries.
The Group audit fee includes £10,000 in respect of the Companys audit.
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002
34
Notes to the Financial Statements 8. Staff costs
The average monthly number of persons employed, including directors, during the period was 10,699 (53 weeks ended 1 January 2002 — 9,894)
all of whom are engaged in the administration and provision of betting services.
Their aggregate remuneration comprised:
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
Wages and salaries 130.4 115.5
Social security costs 9.8 9.4
Other pension costs (note 24) 41.5 30.3
181.7 155.2
Included in other pension costs is £36.6m (53 weeks ended 1 January 2002 — £28.8m) relating to actuarial losses which have been charged to
the statement of total recognised gains and losses.
The Group operates an Inland Revenue approved employee share option scheme and has taken advantage of the exemption given in UITF
Abstract 17 Employee share schemes from recognising a charge in the profit and loss account for the discount on the options.
35
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002 9. Directors remuneration and interests
Directors remuneration
Details of directors remuneration for the period are provided in the audited part of the Directors Remuneration Report on pag es 14 to 18.
Directors interests
The directors who held office at 31 December 2002 had the following interests in the ordinary shares and loan notes of William Hill PLC 
(WH PLC), William Hill Holdings Limited (WHH) and William Hill Investments Limited (WHI):
Name of Group
undertaking and 31 December 2002 1 January 2002
description of shares Beneficial Non- Beneficial Non-
or debentures beneficial beneficial
Number Number Number Number
Chairman
John Brown A shares in WHH — — 207 410
B shares in WHH — — 207 410
Shares in WH PLC 1,120,698 2,219,740 — — 
Executive directors
David Harding Shares in WH PLC — — — — 
Tom Singer Shares in WH PLC — — — — 
Non executive directors
David Allvey Shares in WH PLC 8,889 — — — 
Yagnish Chotai A shares in WHH — — 12 — 
B shares in WHH — — 11 — 
Shares in WH PLC 20,505 — — — 
Barry Gibson Shares in WH PLC 15,556 — — — 
Donald Mackenzie A shares in WHH — — 84 — 
B shares in WHH — — 75 — 
Shares in WH PLC 139,516 — — — 
Charles Scott A shares in WHH — — 6— 
B shares in WHH — — 6— 
Shares in WH PLC 32,484 53,333 — — 
In addition, Mr Scott held an interest in nominal value £288,000 of unsecured loan notes 2009 issued by WHI at 1 January 2002 which were
redeemed during the period for a total consideration of £133,559.
No changes took place in the interests of directors between 31 December 2002 and 10 March 2003.
Directors share options
Details of directors share options are provided in the Directors Remuneration Report on page 17 .
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002
36
Notes to the Financial Statements 10. Tax on profit on ordinary activities
The tax charge comprises:
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
UK corporation tax at 30% 11.9 6.4
Consortium relief receivable — prior periods (1.5) (0.4)
Overseas tax — 0.1
Share of associated undertaking tax charge 0.5 1.5
Total current tax charge 10.9 7.6
Deferred tax — origination and reversal of timing differences 0.3 1.3
Total tax on profit on ordinary activities 11.2 8.9
The effective tax rate in respect of ordinary activities before exceptional items was 28.1% (53 weeks ended 1 January 2002 — 32.6%).
The differences between the total current tax shown above and the amount calculated by applying the standard rate of UK corporation tax to the
profit before tax is as follows:
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
Profit on ordinary activities before taxation 32.4 27 .3
Tax on Group profit on ordinary activities at standard UK corporation
tax rate of 30% (53 weeks ended 1 January 2002 — 30%) 9.7 8.2
Accelerated capital allowances (1.0) (2.2)
Pension charge in excess of contributions — 0.3
Adjustment in respect of prior periods (1.5) (0.5)
Permanent differences 3.7 1.1
Held over gains crystallising — 0.7
Total current tax charge 10.9 7.6
The Group earns its profits primarily in the UK, therefore the tax rate used for tax on profit on ordinary activities is the standard rate for UK
corporation tax, currently 30%.
37
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002 10. Tax on profit on ordinary activities (continued)
The elements of deferred tax shown on the balance sheet are as follows:
31 December 2002 1 January 2002
£m £m
Accelerated capital allowances (4.7) (5.7)
Held over gains 1.7 2.1
Deferred tax asset shown in debtors (note 19) (3.0) (3.6)
Deferred tax on pension liability (note 24) (11.9) (0.9)
(14.9) (4.5)
Movement in the period:
(Asset)/liability at beginning of period (4.5) 3.1
Acquired during period 0.3 —
Amount charged to profit and loss account 0.3 1.3
Amount credited to statement of total recognised gains and losses (11.0) (8.9)
Asset at end of period (14.9) (4.5)
The current rate of corporation tax of 30% has been used to calculate the amount of deferred tax. Provision has been made for all deferred tax
assets and liabilities in respect of accelerated capital allowances, held over capital gains and short term timing differences, arising from
transactions recognised in the financial statements of the current and previous periods.
No provision has been made for the deferred tax liability of £2.3m (1 January 2002 — £1.4m) rolled over into non-depreciating assets as it is the
intention to retain these assets for the foreseeable future. Tax on these rolled over gains would only become payable if the assets were sold
without further rollover relief.
Deferred tax assets of £22.7m (1 January 2002 — £22.7m) in respect of carried forward tax losses have not been recognised, as it is not expected
that taxable profits will arise in the immediate future in the companies with the losses.
The Company has no provided or unprovided deferred tax assets or liabilities.
11. Profit attributable to William Hill PLC
The profit after tax for the period dealt with in the financial statements of the parent company, William Hill PLC, was £42.6m (53 weeks ended
1 January 2002 — £nil). As permitted by Section 230 of the Companies Act 1985, no separate profit and loss account is presented in respect of 
the parent company.
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002
38
Notes to the Financial Statements 12. Dividends paid and proposed
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
Equity shares
— interim paid of 2.9p per ordinary share paid on 4 December 2002
(53 weeks ended 1 January 2002 — nil) 12.1 —
— final proposed of 5.8p per ordinary share payable on 5 June 2003 
(53 weeks ended 1 January 2002 — nil) 24.2 —
36.3 —
Under an agreement signed in November 2002, The William Hill Holdings 2001 Employee Benefit Trust, which holds 4.4m ordinary shares
representing 1% of the Companys called-up ordinary share capital, has agreed to waive all dividends due to it.
13. Earnings per share
The basic and diluted earnings per share are calculated based on the following data:
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
Profit after tax for the financial period 21.2 18.4
Exceptional items 37 .4 —
Profit after tax for the financial period before exceptional items 58.6 18.4
Number (m) Number (m)
Basic weighted average number of shares 347 .6 267 .9
Dilutive potential ordinary shares:
Employee share awards and options 1.7 —
Diluted weighted average number of shares 349.3 267 .9
The basic weighted average number of shares excludes shares held by The William Hill Holdings 2001 Employee Benefit Trust, as required by
FRS 14 Earnings per share. The effect of this is to reduce the average number of shares in the 52 weeks ended 31 December 200 2 by 5.4m 
(53 weeks ended 1 January 2002 — 2.8m).
An adjusted earnings per share based on profit for the financial period before exceptional items has been presented in order to highlight the
underlying performance of the Group.
39
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002 14. Intangible assets
Group £m
Cost and net book value:
At 2 January 2002 702.8
Additions (note 17) 26.1
At 31 December 2002 728.9
Intangible fixed assets represents licence value, goodwill and brand value. It is not considered appropriate to show these components as
separate asset categories.
The Company does not own any intangible fixed assets.
15. Tangible assets
Group Fixtures,
Land and fittings and Motor
buildings equipment vehicles Total
£m £m £m £m
Cost:
At 2 January 2002 100.4 73.7 4.2 178.3
Additions 12.3 7 .3 0.9 20.5
Acquisition of subsidiary undertakings 4.0 0.6 0.1 4.7
Disposals (2.6) (1.7) (0.9) (5.2)
At 31 December 2002 114.1 79.9 4.3 198.3
Accumulated depreciation:
At 2 January 2002 29.1 56.3 2.1 87 .5
Charge for the period 9.4 6.3 1.0 16.7
Disposals (2.4) (1.7) (0.8) (4.9)
At 31 December 2002 36.1 60.9 2.3 99.3
Net book value:
At 31 December 2002 78.0 19.0 2.0 99.0
At 1 January 2002 71.3 17 .4 2.1 90.8
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002
40
Notes to the Financial Statements 15. Tangible assets (continued)
The net book value of land and buildings comprises:
31 December 2002 1 January 2002
£m £m
Freehold 28.2 21.2
Long leasehold 5.5 5.8
Short leasehold 44.3 44.3
78.0 71.3
Out of the total land and buildings, £2.3m (1 January 2002 — £2.3m) relates to administration buildings and the remainder represents licensed
betting offices. The gross value of assets on which depreciation is not provided amounts to £1.1m representing freehold land (1 January 2002 —
£13.2m representing freehold land and buildings).
The Company does not own any tangible fixed assets.
16. Investments
Group Company
31 December 1 January 31 December 1 January
2002 2002 2002 2002
£m £m £m £m
Subsidiary undertakings (a) — — 38.2 —
Associate undertakings (b) — 2.4 — —
Own shares held under trust (c) 4.4 8.1 — —
4.4 10.5 38.2 —
(a) Subsidiary undertakings
Company £m
Cost:
At 2 January 2002 —
Additions — acquisition of William Hill Holdings Limited 38.2
At 31 December 2002 38.2
41
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002 16. Investments (continued)
It is the opinion of the directors that the total value of the Companys investment in its subsidiaries is not less than the am ounts at which they
are stated in the balance sheet. The principal subsidiaries, their country of incorporation, ownership of their share capital and the nature of their
trade are listed below:
Proportion of all
classes of issued
Country of share capital owned
incorporation by the Company Nature of trade
Directly owned
William Hill Holdings Limited Great Britain 100% Holding company
Held through intermediate companies
William Hill Investments Limited Great Britain 100% Holding company
William Hill Employee Shares Trustee Limited Great Britain 100% Corporate trustee
William Hill Trustee Limited Great Britain 100% Corporate trustee
Baseflame Limited Great Britain 100% Holding company
Will Hill Limited Great Britain 100% Holding company
William Hill Finance Limited Great Britain 100% Finance company
Windsors (Sporting Investments) Limited Great Britain 100% Investment holding
William Hill Organization Limited Great Britain 100% Betting services and
investment holding
Camec Limited Great Britain 100% Betting services
Laystall Limited Great Britain 100% Betting services
William Hill (Course) Limited Great Britain 100% Betting services
William Hill Credit Limited Great Britain 100% Betting services
William Hill (North Eastern) Limited Great Britain 100% Betting services
William Hill (North Western) Limited Great Britain 100% Betting services
William Hill (Southern) Limited Great Britain 100% Betting services
William Hill (Football) Limited Great Britain 100% Betting services
William Hill (Strathclyde) Limited Great Britain 100% Betting services
William Hill (Caledonian) Limited Great Britain 100% Betting services
William Hill (Grampian) Limited Great Britain 100% Betting services
William Hill (London) Limited Great Britain 100% Betting services
William Hill (Midlands) Limited Great Britain 100% Betting services
William Hill (Scotland) Limited Great Britain 100% Betting services
William Hill (Western) Limited Great Britain 100% Betting services
Camec (Provincial) Limited Great Britain 100% Betting services
Camec (Scotland) Limited Great Britain 100% Betting services
Camec (Southern) Limited Great Britain 100% Betting services
James Lane Group Limited Great Britain 100% Betting services
William Hill (IOM) Limited Isle of Man 100% Betting services
Brooke Bookmakers Limited Great Britain 100% Betting services
William Hill (Essex) plc — 
formerly H&K Commissions (Bookmakers) plc Great Britain 100% Betting services
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002
42
Notes to the Financial Statements 16. Investments (continued)
Proportion of all
classes of issued
Country of share capital owned
incorporation by the Company Nature of trade
Held through intermediate companies
The Regal Sunderland Stadium Limited Great Britain 100% Greyhound stadium
operation
William Hill Index (London) Limited Great Britain 100% Non trading
Vynplex Limited Great Britain 100% Property investment
William Hill (Supplies) Limited Great Britain 100% Property investment
William Hill (Resources) Limited Great Britain 100% Property investment
William Hill (Goods) Limited Great Britain 100% Property investment
William Hill (Products) Limited Great Britain 100% Property investment
William Hill (Effects) Limited Great Britain 100% Procurement
William Hill (Stock) Limited Great Britain 100% Procurement
William Hill (Wares) Limited Great Britain 100% Procurement
Matsbest Limited Great Britain 100% Procurement
Matsdom Limited Great Britain 100% Procurement
Matsgood Limited Great Britain 100% Procurement
Gearnet Limited Great Britain 100% Procurement
Evenmedia Limited Great Britain 100% Procurement
Eventip Limited Great Britain 100% Procurement
Goodfigure Limited Great Britain 100% Procurement
Motionrange Limited Great Britain 100% Procurement
Regionmodel Limited Great Britain 100% Procurement
Deviceguide Limited Great Britain 100% Procurement
Trackcycle Limited Great Britain 100% Procurement
Bookhost Limited Great Britain 100% Procurement
William Hill Offshore Limited Ireland 100% Betting services and
investment holding
William Hill Call Centre Limited Ireland 100% Call centre
William Hill Bookmakers (Ireland) Limited Ireland 100% Non trading
William Hill International Limited Antigua 100% Non trading
Betwilliamhill.com Limited Antigua 100% Non trading
Ixora Limited Antigua 100% Service company
William Hill Internet Ventures Limited Antigua 100% On-line casino
William Hill Casino NV Curacao 100% On-line casino
William Hill (IOM) No. 3 Limited Isle of Man 100% Investment holding
43
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002 16 Investments (continued)
(b) Associated undertakings
Group Provision for Share of net
impairment assets/
Goodwill of goodwill (liabilities) Total
£m £m £m £m
Cost:
At 2 January 2002 24.0 (24.0) 2.4 2.4
Share of profit before taxation — — 2.6 2.6
Share of taxation — — (0.5) (0.5)
Dividend received — — (5.7) (5.7)
At 31 December 2002 24.0 (24.0) (1.2) (1.2)
At 31 December 2002 William Hill Organization Limited, a principal subsidiary of the Company, held an investment of 19.0% of the ordinary
share capital of Satellite Information Services (Holdings) Limited (SIS), a company incorporated in Great Britain. The invest ment has been
accounted for as an associated undertaking using the net equity method and the change in the Groups share of its net assets/(l iabilities) is
shown above. 
The SIS group of companies provides real time pre-event information and results, as well as live coverage of horse racing, greyhound racing and
certain numbers draws, via satellite. The statutory financial statements of SIS are prepared to the year ending 31 March. The consolidated figures
above are based on management accounts for the calendar year 2002.
A provision was made in 1999 against goodwill relating to the acquisition of shares in SIS to recognise impairment in the carrying value. 
William Hill Organization Limited holds directly or indirectly 33% of the entire share capital of Lucky Choice Limited and of 49s Limited. These
companies were formed for the purpose of promoting and publicising certain numbers betting formats. In the opinion of the directors, the
results of these companies are not material to the results of the Group. Consequently, the investments have been stated at cost and have not
been accounted for under the net equity method which would normally be appropriate for an associated undertaking. 
(c) Own shares held under Trust
Group £m
Cost and net book value:
At 2 January 2002 8.1
Shares sold by Employee Benefit Trust on Company flotation (2.8)
Redemption of preference shares held by Employee Benefit Trust (0.2)
Amortisation of shares (0.7)
At 31 December 2002 4.4
On 1 August 2001, the Companys subsidiary, William Hill Holdings Limited (WHH) established the William Hill Holdings 2001 Em ployee
Benefit Trust (Trust). The Trust was funded by a non-interest bearing loan of £8 million from William Hill Organization Limited. The Trust was
established to promote future incentive arrangements for employees. 
On 7 August 2001, all of the funds of the Trust were used to acquire 1,234 A ordinary shares and 1,234 B ordinary shares and an option to
purchase 222,102 preference shares in William Hill Holdings Limited held by certain existing and former management of the Group.
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002
44
Notes to the Financial Statements 16. Investments (continued)
As part of the transactions accompanying the flotation of the Company:
— the A and B ordinary shares in WHH were exchanged for 6,680,876 ordinary shares of 10p each in the Company;
— the option to purchase preference shares in WHH was exchanged for an option to purchase an equal amount of preference shares in
the Company;
— the option to purchase the preference shares was exercised by the Trust;
— the preference shares were redeemed by the Company; and
— the Trust sold 2,316,667 ordinary shares realising a surplus of £2.2m which was credited directly to reserves. 
The Trust held 4,364,209 ordinary shares in the Company at 31 December 2002 (1 January 2002 — 6,680,876 ordinary shares). The market value of
these shares, which are listed on the London Stock Exchange was £9.7m at 31 December 2002. Dividends on these shares are waived. Expenses
incurred by the Trust are settled directly by the Group.
Details are given in the Directors Remuneration Report on page 15 of the Executive Director Incentive Plan (EDIP) and Long Ter m Incentive Plan
(LTIP). At 31 December 2002, options had been granted over 1,833,333 shares under the provisions of the EDIP which will be satisfied by shares
held in the Trust.
17 . Acquisition of investments
H&K Commissions (Bookmakers) PLC
On 6 September 2002, the Group acquired all of the issued share capital of H&K Commissions (Bookmakers) PLC (H&K) for total c ash
consideration of £20.9m including costs of £0.2m. The capitalised goodwill on this transaction was £19.2m representing licence value and
goodwill. This goodwill is subject to an annual impairment review in accordance with FRS 10 and FRS 11.
H&K earned a profit after taxation of £2.0m in the 18 month period ended 31 December 2002 (12 months ended 1 July 2001 — £0.1m), 
of which £0.9m arose in the period from 2 July 2001 to 6 September 2002. The summarised profit and loss account for the period 2 July 2001 
to 6 September 2002, shown on the basis of the accounting policies of H&K prior to the acquisition, is as follows:
£m
Turnover 44.7
Profit on ordinary activities before tax 1.6
Tax on profit on ordinary activities (0.7)
Profit on ordinary activities after tax 0.9
There were no other recognised gains or losses in the period.
The Regal Sunderland Stadium Limited
On 6 September 2002, the Group acquired all of the issued share capital of The Regal Sunderland Stadium Limited (Sunderland Stadium) 
for a total consideration of £8.5m comprising guaranteed loan notes of £8.4m and acquisition costs of £0.1m. The capitalised goodwill on this
transaction was £5.7m. This goodwill is subject to an annual impairment review in accordance with FRS 10 and FRS 11.
The Sunderland Stadium earned a profit after taxation of £0.3m in the six month period ended 31 December 2002 (12 months ended 30 June
2002 — £0.2m), which included a £0.1m loss which arose in the period from 2 July 2002 to 6 September 2002. The summarised profit and loss
account for the period 2 July 2002 to 6 September 2002, shown on the basis of the accounting policies of the Sunderland Stadium prior to the
acquisition, is as follows:
£m
Turnover 0.6
Loss on ordinary activities before tax (0.1)
Tax on loss on ordinary activities —
Loss on ordinary activities after tax (0.1)
There were no other recognised gains or losses in the period.
Other acquisitions
The Group also purchased three shops during the period for total cash consideration of £0.7m, principally representing goodwill and the value
of the relevant licences. The other net assets acquired with these shops were negligible.
45
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002 17 . Acquisition of investments (continued)
The following table sets out the book values of the identifiable assets and liabilities acquired during the period and their fair value to the Group:
Book values
Sunderland Fair value Fair value
H&K Stadium Total adjustments to Group
£m £m £m £m £m
Fixed assets
Intangible 0.5 — 0.5 25.6 26.1
Tangible 0.6 2.1 2.7 2.0 4.7
Current assets
Stocks — 0.1 0.1 — 0.1
Debtors and prepayments 0.1 0.3 0.4 — 0.4
Cash 1.8 0.1 1.9 — 1.9
Total assets 3.0 2.6 5.6 27 .6 33.2
Creditors
Bank borrowings — (1.0) (1.0) — (1.0)
Creditors and accruals (1.3) (0.5) (1.8) — (1.8)
Provisions
Deferred tax — (0.3) (0.3) — (0.3)
Total liabilities (1.3) (1.8) (3.1) — (3.1)
Net assets 1.7 0.8 2.5 27 .6 30.1
Satisfied by:
Cash 21.7
Loan notes 8.4
30.1
The £25.6m fair value adjustment to intangible assets represents license value, goodwill and brand value of £19.2m in respect of the acquisition
of H&K, £5.7m in respect of the Sunderland Stadium and £0.7m in respect of three other shops purchased during the period. The Groups policy
is not to show these components as separate asset categories (see statement of accounting policies). The fair value adjustment of £2.0m to
tangible assets results from a review of the carrying value of the Sunderland stadium, which was valued at depreciated replacement cost in
accordance with FRS 7 Fair values in acquisition accounting. No reorganisation costs have been incurred in respect of these a cquisitions.
Net cash outflows in respect of the acquisitions comprised:
£m
Cash consideration 21.7
Cash at bank and in hand acquired (1.9)
Bank borrowings acquired 1.0
20.8
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002
46
Notes to the Financial Statements 18. Stocks
31 December 2002 1 January 2002
£m £m
Raw materials and consumables 0.3 0.3
The Company does not hold any stocks.
19. Debtors
Group Company
31 December 1 January 31 December 1 January
2002 2002 2002 2002
£m £m £m £m
Trade debtors 1.9 2.9 — —
Amounts owed by Group undertakings — — 868.2 —
Deferred taxation (note 10) 3.0 3.6 — —
Other debtors 1.5 0.5 — —
Prepayments 10.7 7.6 — —
17 .1 14.6 868.2 —
Amounts falling due after more than one year included above are:
Group Company
31 December 1 January 31 December 1 January
2002 2002 2002 2002
£m £m £m £m
Deferred taxation (note 10) 3.0 3.6 — —
20. Creditors: amounts falling due within one year
Group Company
31 December 1 January 31 December 1 January
2002 2002 2002 2002
Note £m £m £m £m
Bank loans 22(a) 39.6 45.7 39.6 —
Guaranteed unsecured loan notes 2005 22(b) 8.4 — — —
High yield bonds 22(c) 7.7 — — —
Trade creditors 14.8 15.2 — —
Amounts owed to Group undertakings — — 9.8 —
Corporation tax 8.5 6.9 — —
Other taxation including social security 9.2 8.2 0.4 —
Other creditors 3.1 2.5 — —
Accruals and deferred income 30.0 32.6 0.2 —
Proposed dividend 24.2 — 24.2 —
145.5 111.1 74.2 —
Included in trade creditors is an amount of £6.8m (1 January 2002 — £6.3m) in respect of amounts due to clients representing deposits received
and customer winnings. This is offset by an equivalent amount of client monies included in cash at bank and in hand.
47
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002 21. Creditors: amounts falling due after one year
Group Company
31 December 1 January 31 December 1 January
2002 2002 2002 2002
Note £m £m £m £m
Bank loans 22(a) 470.3 245.5 470.3 —
High yield bonds 22(c) — 144.9 — —
Unsecured loan notes 2009 22(d) — 460.8 — —
470.3 851.2 470.3 —
22. Borrowings
(a) Bank loans:
31 December 2002 1 January 2002
£m £m
Less than one year 40.0 46.4
One to two years 50.0 35.3
Two to five years 425.0 169.7
Over five years — 44.2
515.0 295.6
Less: expenses relating to loan (5.1) (4.4)
509.9 291.2
Less: included in creditors: amounts falling due in less than one year (note 20) (39.6) (45.7)
470.3 245.5
At the same time as the flotation, the Group refinanced its bank facilities, securing a total facility of £660m, split into two tranches:
— tranche A comprising a term loan of £210m repayable over five years; 
— tranche B comprising a revolving facility of £450m effective until 28 May 2007 .
Mandatory repayments are required to be made under the terms of the loan documentation, including, but not limited to, the net proceeds of
certain asset sales. The maturity profile above is analysed on the basis of calendar years from the balance sheet date. The Groups year-end
changes from year to year and every five years there is a 53-week year. On the basis of the Groups expected year-end dates, the maturity
profile changes such that £nil falls due in less than one year, £40m falls due within one to two years and £475m in two to five years.
The bank facilities bear interest at a variable margin of between 0.7% and 1.45% above LIBOR, dependent on certain financial ratios. The
applicable margin at 31 December 2002 was 1.2%. The Group had the following interest rate hedging arrangements at 31 December 2002 under
which the LIBOR element of the interest payable is swapped for fixed rate payments: 
— two amortising interest rate swaps, each for a notional principal of £60.0m at 31 December 2002 reducing to £12.5m by 
23 December 2004 and expiring on 23 June 2006. The average fixed rate to be paid under these swaps is 5.11725%;
— four amortising interest rate swaps, each for a notional principal of £67 .5m at 31 December 2002 reducing to £26.3m by 
30 September 2006 and expiring on 31 December 2006. The average fixed rate to be paid under these swaps is 5.35%.
A commitment fee of half the applicable margin is payable on the undrawn element of the revolving facility. The revolving facility drawn down at
31 December 2002 was £305.0m. 
The total facility is secured by guarantees given by the Company and certain of its subsidiaries.
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002
48
Notes to the Financial Statements 22. Borrowings (continued)
(b) Guaranteed unsecured loan notes 2005:
31 December 2002 1 January 2002
£m £m
Less than one year 8.4 —
As part of the acquisition of the Sunderland Stadium (note 17), guaranteed unsecured loan notes 2005 (2005 Notes) of £8.4m we re issued by
the Group to the vendors. 
Holders of the 2005 Notes may require the Group to redeem the 2005 Notes at par on 1 July 2003 and thereafter on any interest payment date
falling prior to 31 March 2005, by giving 30 days written notice. Unless previously redeemed the 2005 Notes will be redeemed by the Group on
31 March 2005 at par. 
Interest is paid quarterly and is set at 1% below base lending rate until 6 September 2003 and 0.5% above base lending rate thereafter. 
National Westminster Bank plc have guaranteed payment of the principal and certain of the interest (up to a maximum of £0.2m) under the 2005
Notes up to 6 September 2003. The Group pays 1.25% per annum of the guaranteed amount to National Westminster Bank plc for this guarantee.
(c) High yield bonds:
31 December 2002 1 January 2002
£m £m
Less than one year 7.7 —
Over five years — 150.0
Less: expenses relating to loan — (5.1)
7.7 144.9
As part of the refinancing process accompanying the Companys flotation, the Group repaid £142.3m of its £150.0m high yield bon d. This
transaction required a premium of £14.2m to be paid to bondholders, which has been charged to exceptional interest.
Interest on the remaining high yield bonds which are unsecured accrues at a rate of 10.625% per annum and is payable semi-annually in
arrears on 30 April and 31 October each year.
Under the terms of the Groups new banking facilities, the Group is committed to redeem the outstanding high yield bonds on 30 April 2003.
(d) Unsecured loan notes 2009:
31 December 2002 1 January 2002
£m £m
Over five years — 467 .4
Less: expenses relating to loan — (6.6)
— 460.8
On 29 March 1999 William Hill Investments Limited issued £1,065.0m unsecured loan notes 2009 (2009 Notes) with an initial pri ce of £342.9m.
The redemption date was 31 March 2009 or, if earlier, on a sale or listing of the Group. The redemption price was the nominal amount of the
2009 Notes, or if redeemable earlier than 31 March 2009, such amount as will provide the holders of the 2009 Notes an internal rate of return 
of 12% per annum on the subscription price of the 2009 Notes being redeemed from 31 March 2000 to the redemption date. As part of the
refinancing process accompanying the Companys flotation, the Group redeemed the 2009 Notes.
(e) Overdraft facility:
The Group has an overdraft facility with National Westminster Bank plc of £5m (1 January 2002 — £5m). The balance at 31 December 2002 was
£nil (1 January 2002 — £nil). 
49
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002 23. Derivatives and other financial instruments
The operating and financial review provides an explanation of the role that financial instruments have had during the period in creating or
changing the risks the Group faces in its activities. The explanation summarises the objectives and policies for holding or issuing financial
instruments and similar contracts, and the strategies for achieving those objectives that have been followed during the period.
The numerical disclosures in this note deal with financial assets and financial liabilities as defined in Financial Reporting Standard 13
Derivatives and other financial instruments: disclosures (FRS 13). For this purpose non-equity shares issued by the Company are dealt with
in the disclosures in the same way as the Groups financial liabilities but separately disclosed. Certain financial assets such as investments in
subsidiary and associated companies are also excluded from the scope of these disclosures.
As permitted by FRS 13, short term debtors and creditors have been excluded from the disclosures, other than the currency disclosures.
Borrowings are included gross of the related expenses.
(a) Interest rate risk — financial assets
Financial assets comprise cash at bank and in hand. Interest on floating rate financial assets is based on the overnight deposit rate available in
the money markets.
Financial assets at 31 December 2002:
Non-
Floating Fixed interest
rate rate bearing
financial financial financial
Total assets assets assets
£m £m £m £m
Currency:
Sterling 40.7 33.3 — 7 .4
Other currencies 3.9 — — 3.9
44.6 33.3 — 11.3
Financial assets at 1 January 2002:
Non-
Floating Fixed interest
rate rate bearing
financial financial financial
Total assets assets assets
£m £m £m £m
Currency:
Sterling 99.7 64.4 20.0 15.3
Other currencies 5.1 0.3 — 4.8
104.8 64.7 20.0 20.1
The fixed rate financial asset had an applicable interest rate of 3.95% and matured on 28 February 2002.
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002
50
Notes to the Financial Statements 23. Derivatives and other financial instruments (continued)
(b) Interest rate risk — financial liabilities
Financial liabilities at 31 December 2002 (after taking into account interest rate swaps):
Fixed rate financial
liabilities
Non- Weighted
Floating interest Weighted average
rate Fixed rate bearing average period for
financial financial financial interest which rate
Total liabilities liabilities liabilities rate is fixed
£m £m £m £m % Years
Currency:
Sterling 531.1 133.4 397 .7 — 6.6 4
Financial liabilities at 1 January 2002 (after taking into account interest rate swaps):
Fixed rate financial
liabilities
Non- Weighted
Floating interest Weighted average
rate Fixed rate bearing average period for
financial financial financial interest which rate
Total liabilities liabilities liabilities rate is fixed
£m £m £m £m % Years
Currency:
Sterling 914.0 195.6 717 .4 1.0 10.8 6
Further details of interest rates on long term borrowings and interest rate swaps are given in note 22. Three month LIBOR is the benchmark rate
for determining interest payments on the floating rate financial liabilities.
(c) Currency exposures
The main functional currency of the Group is sterling. A number of transactions are conducted in other currencies which give rise to monetary
assets and liabilities denominated in other currencies. None of these currency amounts are considered material enough to disclose separately.
Net foreign currency monetary assets/(liabilities) at 31 December 2002:
Other
Sterling currencies Total
£m £m £m
Currency:
Sterling — 1.6 1.6
Other currencies (0.4) — (0.4)
(0.4) 1.6 1.2
51
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002 23. Derivatives and other financial instruments (continued)
Net foreign currency monetary assets at 1 January 2002:
Other
Sterling currencies Total
£m £m £m
Currency:
Sterling — 2.7 2.7
Other currencies 2.5 — 2.5
2.5 2.7 5.2
(d) Liquidity
The maturity profile of the Groups financial liabilities at 31 December 2002 was as follows:
Guaranteed
High unsecured Unsecured
Bank yield loan notes loan notes Preference
Total loans bond 2005 2009 shares
£m £m £m £m £m £m
Amounts falling due in:
one year or less, or on demand 56.1 40.0 7 .7 8.4 — —
more than one year but not more than two years 50.0 50.0————
more than two years but not more than five years 425.0 425.0————
531.1 515.0 7 .7 8.4 — —
The maturity profile of the Groups financial liabilities at 1 January 2002 was as follows:
Guaranteed
High unsecured Unsecured
Bank yield loan notes loan notes Preference
Total loans bond 2005 2009 shares
£m £m £m £m £m £m
Amounts falling due in:
one year or less, or on demand 46.4 46.4————
more than one year but not more than two years 35.3 35.3————
more than two years but not more than five years 169.7 169.7————
more than five years 662.6 44.2 150.0 — 467 .4 1.0
914.0 295.6 150.0 — 467 .4 1.0
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002
52
Notes to the Financial Statements 23. Derivatives and other financial instruments (continued)
The Group had the following undrawn committed borrowing facilities at 31 December 2002 and 1 January 2002:
31 December 2002 1 January 2002
£m £m
Expiry date:
In one year or less — —
In more than one year but not more than two years — —
In more than two years but not more than five years 145.0 30.0
145.0 30.0
(e) Fair value of financial assets and liabilities as at 31 December 2002 and 1 January 2002:
31 December 2002 1 January 2002
Book value Fair value Book value Fair value
£m £m £m £m
Primary financial instruments held or issued to finance the Groups operations:
Cash 44.6 44.6 104.8 104.8
Current portion of long term borrowings (56.1) (56.8) (46.4) (46.4)
Long-term borrowings (475.0) (475.0) (866.6) (880.9)
Non-equity preference shares —— (1.0) (1.0)
Derivative financial instruments held to manage the interest rate profile:
Interest rate swaps — (10.0) — 0.5
Interest rate collars —— — (0.2)
Market value has been used to determine the fair value of listed debt. Derivative pricing models have been used to calculate the fair values 
of interest rate swaps and collars. There is no significant difference between book and fair value of the Groups bank faciliti es and other
borrowings.
53
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002 23. Derivatives and other financial instruments (continued)
(f) Hedging 
As explained in the directors report the Groups policy is to substantially hedge its interest rate exposure using interest ra te swaps and collars.
Gains and losses on instruments used for hedging are not recognised until the expense being hedged is itself recognised. Total net
unrecognised gains and losses on instruments used for hedging and the movements therein are as follows:
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
Unrecognised gains and losses on hedges at beginning of period 0.3 0.7
Gains and losses arising in previous periods that were recognised in the period (3.3) (0.4)
Gains and losses arising before beginning of period that were not recognised 
in the period (3.0) 0.3
Gains and losses arising in the period that were not recognised in the period (7 .0) —
Unrecognised gains and losses on hedges at the end of period (10.0) 0.3
Gains and losses expected to be recognised in the next financial period (3.4) (0.3)
Gains and losses expected to be recognised after the next financial period (6.6) 0.6
24. Pensions
The Group operates a number of defined contribution and defined benefit pension schemes in the United Kingdom. The respective costs of these
schemes are as follows:
31 December 2002 1 January 2002
£m £m
Defined contribution scheme (charged to operating profit) 0.5 0.2
Defined benefit scheme (charged to operating profit) 5.1 4.3
Defined benefit scheme (credited to other finance income) (0.7) (3.0)
Defined benefit scheme (charged to statement of total recognised gains and losses) 36.6 28.8
41.5 30.3
At 31 December 2002, company contributions of £nil (1 January 2002 — £0.2m) remain outstanding in respect of the defined contribution scheme.
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002
54
Notes to the Financial Statements 24. Pensions (continued)
Defined benefit scheme:
A full actuarial valuation was carried out at 31 October 2001 and updated to 31 December 2002 by a qualified independent actuary. The major
assumptions used by the actuary were:
31 December 1 January 26 December
2002 2002 2000
Rate of increase of salaries 3.25% 3.5% 3.7%
Rate of increase in pensions in payment 2.25% 2.5% 2.7%
Discount rate 5.5% 5.75% 6.0%
Inflation assumption 2.25% 2.5% 2.7%
The assets in the scheme and their expected rate of return were as follows:
31 December 2002 1 January 2002 26 December 2000
Expected Expected Expected
return Value return Value return Value
%£m %£m % £m
Equities 5.85% 85.1 6.35% 113.6 7 .0% 128.3
Bonds 5.5% 6.3 ————
Total market value of assets 91.4 113.6 128.3
Present value of scheme liabilities (131.3) (116.7) (101.5)
(Deficit)/surplus in scheme (39.9) (3.1) 26.8
Related deferred tax asset/(liability) (note 10) 11.9 0.9 (8.0)
Net pension (liability)/asset (28.0) (2.2) 18.8
The contribution rate for 2002 was 13.5% of pensionable earnings. From January 2003 the contribution rate has increased to 17% of
pensionable earnings. This rate is subject to regular review. The scheme is now closed to new members and has been replaced by a money
purchase scheme in respect of new joiners.
Analysis of the amount charged to operating profit:
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
Current service cost 5.0 4.3
Past service cost 0.1 —
Total operating charge 5.1 4.3
Analysis of the amount credited to other finance income:
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
Expected return on pension scheme assets 7.4 8.8
Interest on pension scheme liabilities (6.7) (5.8)
Net return 0.7 3.0
55
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002 24. Pensions (continued)
Analysis of the amount recognised in statement of total recognised gains and losses (STRGL):
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
Actual return less expected return on pension scheme assets (35.0) (23.5)
Experience gains and losses arising on the scheme liabilities (1.4) 3.3
Changes in assumptions underlying the present value of the scheme (0.2) (8.6)
(36.6) (28.8)
Movement in (deficit)/surplus during the period:
31 December 2002 1 January 2002
£m £m
(Deficit)/surplus in scheme at beginning of period (3.1) 26.8
Movement in period:
Current service cost (5.0) (4.3)
Contributions 4.2 0.2
Past service costs (0.1) —
Other finance income 0.7 3.0
Actuarial losses (36.6) (28.8)
Deficit in scheme at end of period (39.9) (3.1)
History of experience gains and losses:
52 weeks 53 weeks 52 weeks
ended ended ended
31 December 1 January 26 December
2002 2002 2000
Difference between the expected and actual return on scheme assets:
Amount (£m) (35.0) (23.5) (17 .8)
% of scheme assets (41%) (20%) (14%)
Experience gains and losses on scheme liabilities:
Amount (£m) 1.4 3.3 6.7
% of the present value of the scheme liabilities (1%) 3% 7%
Total amount recognised in STRGL
Amount (£m) (36.6) (28.8) (10.9)
% of the present value of the scheme liabilities (28%) (24%) (11%)
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002
56
Notes to the Financial Statements 25. Called-up share capital
31 December 2002 1 January 2002*
Number of Number of
shares £m shares £m
Authorised:
Ordinary shares of 10p each 800,000,000 80.0 ——
A ordinary shares of 10p each —— 135,350,000 13.5
B ordinary shares of 10p each —— 135,350,000 13.6
Preference shares of
10
/2707p each —— 2,707 ,000,000 0.1
Deferred shares of
10
/2707p each —— 54,140 —
80.0 27 .2
Called-up, allotted and fully paid:
Ordinary shares of 10p each 421,811,111 42.2 ——
A ordinary shares of 10p each —— 135,350,000 13.5
B ordinary shares of 10p each —— 135,350,000 13.6
Preference shares of 
10
/2707p each — — 2,707 ,000,000 0.1
Deferred shares of 
10
/2707p each — — 54,140 —
42.2 27 .2
* The above comparative information is produced to comply with the requirements of merger accounting, whereby comparative amounts are
restated as if the entities had been combined at the last balance sheet date. 
The actual authorised share capital of the Company at 1 January 2002 was £1,000 divided into 1,000 ordinary shares of £1 each of which one
share was issued, £nil paid.
The following alterations to the authorised and issued share capital of the Company have taken place since 1 January 2002:
— on 15 April 2002, the ordinary share of £1 in issue was transferred by the original subscriber to Coal Pension Venture Limited
Partnership for £1 paid in cash, and one further ordinary share of £1 was allotted to CVC European Equity Partners II LP also paid 
in cash;
— on 15 April 2002, the authorised share capital of £1,000 was sub-divided into 10,000 ordinary shares of 10p each;
— on 15 April 2002, the authorised share capital of 10,000 ordinary shares of 10p each was re-designated as 10,000 A ordinary shares 
of 10p each;
— on 15 April 2002, the authorised share capital was increased from £1,000 to £27 ,170,002 by the creation of:
(i) 135,340,000 additional A ordinary shares of 10p each;
(ii) 135,350,000 B ordinary shares of 10p each;
(iii) 2,707 ,000,000 redeemable preference shares of 
10
/2707p each; and
(iv) 54,140 deferred shares of 
10
/2707p each.
Following the above changes, the Companys authorised share capital was £27 ,170,002 divided into 135,350,000 A ordinary share s and
135,350,000 B ordinary shares of 10p each, 2,707 ,000,000 preference shares of 
10
/2707p each and 54,140 deferred shares of 
10
/2707p each. 
All such shares were issued and are fully paid. The consideration received for each share issued was a similar share in William Hill 
Holdings Limited.
57
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002 25. Called-up share capital (continued)
The shareholders in the Company resolved at an extraordinary general meeting of the Company held on 28 May 2002 that, on 20 June 2002 
(the date of admission to the official list of the UK Listing Authority), each of the 135,350,000 A ordinary shares of 10p ea ch and 135,350,000 
B ordinary shares of 10p each would be redesignated as one ordinary share of 10p, having the rights set out in the new Articl es of Association
adopted at the extraordinary general meeting of the Company held on 28 May 2002. The shareholders also resolved that the authorised share
capital of the Company be increased to £80,000,000 by the creation of an additional 528,299,980 ordinary shares of 10p each, having the rights
set out in the new Articles of Association adopted at the extraordinary general meeting of the Company held on 28 May 2002. 
On 20 June 2002, following admission to the official list of the UK Listing Authority, all of the 2,707 ,000,000 redeemable preference shares of
10
/2707p each were redeemed for £1,000,000 and all of the 54,140 deferred shares of 
10
/2707p each were repurchased for 1p. The unissued
authorised preference shares and deferred share capital were then reclassified as ordinary share capital of 10p each, so that the authorised
share capital of the Company was £80,000,000 comprising 800,000,000 ordinary shares of 10p each.
Share options
Options have been granted under the following share option schemes to subscribe for ordinary shares of the Company as shown below:
Number of
shares under
option Price per share Exercise period
SAYE 2002 5,566,448 £1.80 Between 2005 and 2010
Float bonus 945,432 — 5 years following
announcement of 2003
financial year results
Executive Directors Incentive Plan 1,833,333 — Between 2003 and 2008
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002
58
Notes to the Financial Statements 26. Reserves
Share Profit
Share premium Merger Other and loss
capital account reserve reserves account Total
£m £m £m £m £m £m
Group
* At 2 January 2002 27 .2 — (26.1) — (41.8) (40.7)
Shares issued 15.1 324.9——— 340.0
Redemption of preference shares (0.1) (0.9) — — — (1.0)
Share issue costs — (12.7) — — — (12.7)
Shares to be issued — — — 2.1 — 2.1
Surplus on sale of shares realised by Employee
Benefit Trust ———— 2.2 2.2
Retained loss for the financial period ———— (15.1) (15.1)
Actuarial loss recognised in the pension scheme ———— (36.6) (36.6)
Deferred tax arising thereon ———— 11.0 11.0
Currency translation differences on foreign currency 
net investments ———— 0.1 0.1
At 31 December 2002 42.2 311.3 (26.1) 2.1 (80.2) 249.3
* The above comparative information is produced to comply with the requirements of merger accounting whereby comparative amounts are
restated as if the entities had been combined at the last balance sheet date.
Company
At 2 January 2002 ——————
Shares issued 42.3 324.9——— 367.2
Redemption of preference shares (0.1) (0.9) — — — (1.0)
Share issue costs — (12.7) — — — (12.7)
Shares to be issued — — — 2.1 — 2.1
Retained profit for the financial period ———— 6.3 6.3
At 31 December 2002 42.2 311.3 — 2.1 6.3 361.9
Profit and loss reserve:
31 December 2002 1 January 2002
£m £m
Profit and loss account excluding pension liability (52.2) (39.6)
Pension liability (28.0) (2.2)
Profit and loss account including pension liability (80.2) (41.8)
59
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002 27 . Reconciliation of movements in equity shareholders funds/(deficit)
31 December 2002 1 January 2002
£m £m
Profit for the financial period 21.2 18.4
Other recognised gains and losses relating to the period (net) (25.5) (20.0)
(4.3) (1.6)
Dividends (36.3) —
Issue of share capital including share premium 340.0 —
Redemption of preference shares (1.0) —
Share issue costs (12.7) —
Shares to be issued 2.1 —
Surplus on sale of shares realised by Employee Benefit Trust 2.2 —
Net addition/(reduction) to equity shareholders funds 290.0 (1.6)
Opening equity shareholders deficit (40.7) (39.1)
Closing equity shareholders funds/(deficit) 249.3 (40.7)
28. Reconciliation of operating profit to net cash inflow from operating activities
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
Operating profit after exceptional items 118.9 107 .1
Depreciation 16.7 16.6
Profit on sale of fixed assets (0.1) (0.8)
Amortisation of Executive Directors Incentive Plan 0.7 —
(Increase)/decrease in debtors (2.6) 2.6
Increase in creditors 0.8 3.4
Cost of shares to be issued 2.1 —
Defined benefit pension cost less cash contributions 0.8 4.3
Net cash inflow from operating activities 137 .3 133.2
The H&K and Sunderland Stadium acquisitions each contributed £0.5m to net cash inflow from operating activities in the period between
6 September 2002 (date of acquisition) and 31 December 2002. No other significant cashflows were created by these acquisitions in this period.
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002
60
Notes to the Financial Statements 29. Analysis of cash flows
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
Returns on investments and servicing of finance:
Interest received 2.7 4.5
Interest paid (36.9) (51.6)
Exceptional interest cash outflow (14.2) —
Net cash outflow (48.4) (47 .1)
Capital expenditure and financial investment:
Purchase of fixed assets (20.8) (21.2)
Purchase of unlisted investments — (8.0)
Sale of tangible fixed assets 0.4 0.2
Sale of business operation — 1.0
Net cash outflow (20.4) (28.0)
Acquisitions:
Purchase of subsidiary undertakings (21.7) —
Net cash acquired with subsidiary undertakings 0.9 —
Net cash outflow (20.8) —
Financing:
Issue of ordinary shares 340.0 —
Expenses of issue of ordinary shares (12.7) —
Redemption of preference shares (1.0) —
Sale proceeds of Employee Benefit Trust share sale 5.2 —
New borrowings net of finance costs 519.0 —
Loan facilities repaid (942.5) (37 .4)
Net cash outflow (92.0) (37 .4)
61
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002 30. Analysis and reconciliation of net debt
Other
2 January non-cash 31 December
2002 Cash flow items 2002
£m £m £m £m
Analysis of net debt
Cash at bank and in hand 104.8 (60.2) — 44.6
Debts due within one year (45.7) (9.7) (0.3) (55.7)
Debts due after more than one year (851.2) 433.1 (52.2) (470.3)
Total (792.1) 363.2 (52.5) (481.4)
Other non-cash items of £52.5m comprise guaranteed unsecured loan notes 2005 issued in acquiring the Sunderland Stadium of £8.4m, interest
on the unsecured loan notes 2009 accruing from the start of the period to their date of redemption of £27 .1m and written off and amortised debt
issue costs of £17 .0m. The written off and amortised debt issue costs include an exceptional amount of £14.7m in respect of finance fees on debt
which was repaid in the period.
52 weeks ended 53 weeks ended
31 December 2002 1 January 2002
£m £m
(Decrease)/increase in cash in the period (60.2) 20.0
Decrease in gross debt less amortisation of debt issue costs 423.4 37 .4
Change in net debt resulting from cash flows 363.2 57 .4
Issue of guaranteed unsecured loan notes 2005
to acquire Sunderland Stadium (8.4) —
Accrued interest on unsecured loan notes 2009 (27 .1) (50.5)
Debt issue costs written off and amortised (17 .0) (2.4)
310.7 4.5
Opening net debt (792.1) (796.6)
Closing net debt (481.4) (792.1)
31. Financial commitments
The Group had capital commitments as follows:
31 December 2002 1 January 2002
£m £m
Contracted but not provided for 7.9 7.6
The Company had no capital commitments at 31 December 2002 (1 January 2002 — £nil).
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002
62
Notes to the Financial Statements 31. Financial commitments (continued)
The Group has annual commitments under non-cancellable operating leases as follows:
31 December 2002 1 January 2002
Land and Land and
buildings Other buildings Other
£m £m £m £m
Payments due within one year for leases which expire:
Within one year 2.6 — 2.0 —
Within two to five years 4.5 10.4 4.3 6.3
After five years 20.4 — 18.3 —
Total 27 .5 10.4 24.6 6.3
The Company had no commitments under non-cancellable operating leases at 31 December 2002 (1 January 2002 — £nil).
32. Contingent liabilities
At 31 December 2002 the Group has given a guarantee to third parties in respect of the rental of office premises on behalf of Satellite
Information Services Limited, a subsidiary of SIS. The guarantees are given by Camec Limited but it has an indemnity from other parties 
for each of those parties proportion of the liability. The guarantees are to the value of:
31 December 2002 1 January 2002
£m £m
Guarantees 0.6 0.8
Litigation
The Group is engaged in one significant legal proceeding, which it is defending vigorously and in which it is fully indemnified in the event of
loss by Cryptologic Inc. of Canada. The claimants are Menashe Business Mercantile Limited and Dr. Julian Menashe and the claim relates to the
use of a patent in relation to the online casino. The matter has, unless otherwise determined earlier, been set down for a hearing by the 
High Court in November 2003.
33. Post balance sheet events
On 3 March 2003, the Group acquired the entire issued share capital of Team Greyhound (Brough Park) Limited for total cash consideration 
of £5.5m and assumed net indebtedness of £0.9m.
34. Related party transactions
The Company is taking advantage of the exemption granted by paragraph 3(c) of FRS 8 Related Party Disclosures not to disclose transactions
with companies within the Group which are related parties.
During the period the Group made purchases of £15.0m (53 weeks ended 1 January 2002 — £13.3m) from Satellite Information Services Limited,
a subsidiary of the Groups associated undertaking, SIS. At 31 December 2002 the amount payable to Satellite Information Servic es Limited by
the Group was £nil (1 January 2002 — £nil). The Group also surrendered tax losses for £1.5m (53 weeks ended 1 January 2002 — £0.3m) 
via consortium relief to its associated undertaking. The amount owed to the Group in respect of these losses at 31 December 2002 was £nil 
(1 January 2002 — £nil)
Monitoring fees of £0.1m (53 weeks ended 1 January 2002 — £0.3m) payable to Cinven Limited and CVC Capital Partners Europe Limited
were charged in the period and £nil has been included in accruals and deferred income in the balance sheet at 31 December 2002 
(1 January 2002 — £0.2m).
On 7 August 2001 an Employee Benefit Trust established by the Group purchased 617 A shares and 617  B shares and an option to purchase
111,051 preference shares from each of Mr Brown and Mr Lambert (a former director of WHH) for a total consideration of £8.0m.
As part of the refinancing transactions accompanying the flotation, on 17 June 2002 the Group redeemed £494.4m of unsecured loan notes 2009,
being £247 .2m to each of certain funds and investors managed or advised by Cinven Limited and CVC Capital Partners, who are shareholders of
the Company.
63
Notes to the Financial Statements
for the 52 weeks ended 31 December 2002 2002 2001 2000 1999 1998
£m £m £m £m £m
Summarised results:
Turnover 3,365.3 2,452.2 2,042.4 1,877 .9 1,805.8
Operating profit before exceptional items
(including associates) 141.4 112.0 84.6 74.4 94.0
Operating profit after exceptional items
(including associates) 121.3 112.0 84.6 73.2 92.0
Profit/(loss) on ordinary activities after
exceptional items and before taxation 32.4 27 .3 3.0 (59.0) 17 .7
Profit/(loss) for the financial period 21.2 18.4 0.9 (56.2) 16.3
Summarised balance sheets:
Assets employed:
Fixed assets 832.3 804.1 788.4 784.4 731.4
Net current (liabilities)/assets (83.5) 8.6 14.6 (2.0) (8.1)
Creditors: amounts falling due after more than one year (470.3) (851.2) (860.0) (836.8) (693.6)
Share of net liabilities of associate (1.2) — (1.0) (4.9) (8.3)
Provision for liabilities and charges ———— (0.8)
Pension (liability)/asset (28.0) (2.2) 18.7 26.6 —
Net assets/(liabilities) 249.3 (40.7) (39.3) (32.7) 20.6
Financed by:
Shareholders funds/(deficit) 249.3 (40.7) (39.3) (32.7) 20.6
Key statistics

EBITDA (£m) 158.1 128.6 98.6 87 .5 104.6
* Basic earnings/(loss) per share (pre-exceptionals) 16.9p 6.9p 0.3p (0.8)p 6.0p
* Diluted earnings/(loss) per share (pre-exceptionals) 16.8p 6.9p 0.3p (0.8)p 6.0p
Dividends per share 8.7p————
Share price — high £2.87————
Share price — low £1.96————
 EBITDA represents profit on ordinary activities before finance charges, tax, depreciation and amortisation and excludes except ional items and
impairment of goodwill.
* Earnings per share figures for 2000, 1999 and 1998 are based on a notional weighted average number of shares of 270.7m.
64
Five year summary amusement with prize electronic slot machines into which customers insert coins to play games of chance; current UK regulations
machines or AWPs allow up to two AWPs in each LBO, each of which can pay cash prizes of up to £25
BAGS Bookmakers Afternoon Greyhound Services Limited, a non profit making company set up by various
bookmakers, including William Hill
betting duty a duty charged by the UK Government, until October 2001, on off-course turnover payable by bookmakers
pursuant to the UK Betting and Gaming Duties Act 1981 (as amended). Since October 2001, betting duty is
based on bookmakers gross win (see GPT below)
Budd Report the report published in July 2001 as a result of an independent review commissioned by the UK Government
to examine controls on gambling in Great Britain and chaired by Sir Alan Budd
Company William Hill PLC
DCMS Department of Culture, Media and Sport
FOBTs self service terminals situated in LBOs offering fixed odds bets
Gaming Board The Gaming Board for Great Britain, the regulatory body for casinos, bingo clubs, gaming machines and
larger lotteries (including all local lotteries but excluding the National Lottery)
gaming machines electronic machines into which customers insert coins to play games of chance; the March 2002 Government
Paper differentiated these machines into four categories ranging from Category D with a maximum stake of
10p and maximum prize of £5 to Category A with unlimited stakes and prizes
gross profit tax or GPT a duty charged by the UK Government of 15% of a bookmakers gross win, introduced in October 2001
gross win total customer stakes less customer winnings
horse racing levy a levy attributable to bets taken on horse racing and payable to the Horserace Betting Levy Board, primarily
for purposes of augmenting the prize money available for winning horses and providing certain racecourse
amenities
LBO licensed betting office
Levy Board the Horserace Betting Levy Board, a corporate body operating in accordance with the provisions of the
Betting, Gaming and Lotteries Act 1963 (as amended)
Levy Scheme a statutory levy attributable to bets taken off-course on horse racing and payable to the Levy Board, primarily
for the purposes of augmenting the prize money available for winning horses and providing certain
racecourse amenities
NJPC National Joint Pitch Council
SIS Satellite Information Services (Holdings) Limited or its subsidiary Satellite Information Services Limited, as
the context requires
sportsbook bets accepted on sporting and other events
William Hill or the Group the Company and its subsidiaries, or any of them, as the context may require
65
Glossary Notice is hereby given that the Annual General Meeting of shareholders of William Hill PLC will be held at the New Connaught Rooms, Covent
Garden Exhibition Centre, 61-65 Great Queen Street, London WC2B 5DA on Thursday, 29 May 2003 at 10.00 a.m. Each of the resolutions to be
considered at the meeting will be ordinary business, being:
1. To receive the directors report and accounts for the fifty-two weeks ended 31 December 2002.
2. To approve the Directors Remuneration Report.
3. To declare a final dividend of 5.8p for each ordinary share.
To elect the following directors who offer themselves for re-election under the Companys Articles of Association:
4. David Harding.
5. Tom Singer.
6. Charles Scott.
7 . To re-appoint Deloitte & Touche as auditors of the Company and to authorise the directors to determine their remuneration.
By Order of the Board
Nigel Blythe-Tinker
Group Company Secretary
4 April 2003.
Notes:
(a) In line with best practice in corporate governance, as now reflected in the new Remuneration Report Regulations 2002, the Board has
presented its Directors Remuneration Report to shareholders in the annual report and accounts. The Directors Remuneration Rep ort gives
details of the directors remuneration for the 52 weeks ended 31 December 2002 and sets out the Groups overall policy on direc tors
remuneration. As required by the Remuneration Report Regulations, the Companys auditors have audited those parts of the Direct ors
Remuneration Report capable of being audited and their report may be found in the annual report and accounts. The Board considers 
that appropriate executive remuneration plays a vital part in helping to achieve the Groups overall objectives and, accordingl y, and in
compliance with the Remuneration Report Regulations, shareholders will be invited to approve the Directors Remuneration Report .
(b) The dividend will be payable to shareholders on the Companys register of members at 6.00 p.m. on 9 May 2003 for payment on 5 June 2003.
(c) The Companys Articles of Association state that a third of the directors should retire at each annual general meeting. Inf ormation on the
directors, including those offering themselves for re-election, is provided in the section of the annual report and accounts on the Board of
Directors.
(d) The Companys register of members on 29 May 2003 is conclusive evidence of the right of a member to vote.
(e) A member entitled to attend and vote may appoint a proxy or proxies to attend and, on a poll, vote on his/her behalf. The form of proxy must
be left at the office of the registrars of the Company at least 48 hours before the meeting. Completion and return of the form of proxy will
not preclude a member from attending and voting in person.
(f) The two documents referred to below are available for inspection during normal business hours on any weekday at the Company s
registered office at Greenside House, 50 Station Road, Wood Green, London N22 7TP . They will also be available for inspection at the 
New Connaught Rooms on 29 May 2003 until the conclusion of the Annual General Meeting:
(i) the register of directors interests; and
(ii) copies of the service contracts between the Company and the directors.
66
Notice of Annual General Meeting Internet Betting
Racing/Sports: www.williamhill.co.uk
Mobile Internet: www.williamhill.co.uk/wap/
On-line Casino: www.williamhillcasino.com
On-line Poker: www.williamhillpoker.com
Telephone Betting
Debit: 0800 44 40 40
Credit: 0800 289 892
Retail Betting
Nearly 1600 shops throughout the UK
Customer Helpline: 0875 18 17 15
Record date for final dividend — 9 May, 2003
Annual General Meeting — 29 May, 2003
Payment date for final dividend — 5 June, 2003
Date of announcement of interim results for 2003 — 8 September, 2003
Key dates
Cover Supplied [87026]  3/4/03  3:22 pm  Page FC3 William Hill PLC
Greenside House, 50 Station Road, Wood Green, London N22 7TP
Tel: 020 8918 3600  Fax: 020 8918 3775
Cover Supplied [87026]  3/4/03  3:22 pm  Page bc2