ANNUAL REPORT 2003
“A LOT OF THE TIME IT IS ABOUT SOMEBODY IN A
PLACE LIKE THIS WHO HAS A SMILE ON HIS FACE
AND WANTS TO WELCOME HIS CUSTOMERS...” DEVELOPMENTRELIABILITYRESEARCHSKILLTHOUGHTVISIONCAREPRODUCT
Our aim is to provide excellent quality and great value – for pubs, food and drink
1 Objectives
2 Year at a glance
4 Chairman’s statement
6 Chief Executive’s review
15 Directors
16 Financial review
18 Five-year record
19 Corporate and social responsibility
21 Environmental policy
22 Directors’ report
25 Directors’ remuneration report
33 Corporate governance
36 Statement of Directors’ responsibilities
37 Independent Auditors’ report
38 Group profit and loss account
39 Group cash flow statement
40 Statement of total Group recognised 
gains and losses 
41 Balance sheets 
42 Notes to the accounts  
63 Shareholder information 
64 Notice of meeting  W&DB Annual Report 2003    1
PEOPLELOCATIONUNDERSTANDINGQUALITYAPPEALLAUGHTER | OBJECTIVES
For customers
1 Pathfinder Pubs: to deliver excellence in
managed community pubs – with superior
retailing capability, in well situated pubs of a
high standard, offering value for money to all.
2 The Union Pub Company: to stand out in 
the tenanted pub sector – for the quality 
of our pubs, our tenants, the attractiveness 
of our agreements – and our straightforward
approach.
3 WDB Brands: to be regarded as the experts in
ale – offering leading ale brands, with the best
local service.
For employees
4 to be “FIT”: to operate Fairly, with Integrity 
and T ransparency .
For shareholders
5 to deliver growth in cash flow and 
shareholder value.
1
2
3
4
5
1 Bailey’s Court, Bristol
2 Cary’s, Ashbourne
3 Richard Westwood and Richard Frost,
Wolverhampton Brewery
4 Employees,W&DB training centre
5 Glenys Whitehouse, shareholder and licensed 
retail manager at The Winding Wheel, Cannock 2 W&DB Annual Report 2003
YEAR A T A GLANCE | DEVELOPMENTRELIABILITYRESEARCH
» Record underlying* earnings per share (eps) of 68.9p, up 10.1% (basic eps 53.0p, up 5.6%)
» Dividend raised 10.1% to 32.1p per share
» Underlying operating margin improved from 21.6% to 22.1%
T urnover (£m)
2003
2002
490.5
505.6
Underlying operating profit (£m)
2003
2002
108.2
109.1
Underlying profit before tax (£m)
2003
2002
73.1
74.0
Underlying earnings per ordinary share (p)
2003
2002
68.9
62.6
Dividend per share (p)
2003
2002
32.10
29.15
T urnover by division (£m)
Pathfinder Pubs 252.4
The Union Pub Company 115.8
WDB Brands 122.3
2003 2002
Operating profit (£m) 96.5 91.4
Profit before tax (£m) 59.6 58.7
Earnings per ordinary share (p) 53.0 50.2
* Our underlying results reflect the performance of the Group before goodwill amortisation 
and exceptionals.The Directors consider these figures provide a useful indication of the 
underlying performance of the Group. W&DB Annual Report 2003    3
PATHFINDER PUBS
2003 2002
T urnover (£m) 252.4 278.0
Underlying operating profit (£m) 53.0 56.9
Operating profit (£m) 50.6 54.0
Net assets (£m) 415.6 452.3
Number of pubs 477 488
Average weekly sales (£000) 10.1 9.7
THE UNION PUB COMPANY
2003 2002
Turnover (£m) 115.8 97.2
Underlying operating profit (£m) 49.0 42.6
Operating profit (£m) 47.0 38.3
Net assets (£m) 345.5 300.6
Number of pubs 1,131 1,142
WDB BRANDS
2003 2002
T urnover (£m) 122.3 130.4
Underlying operating profit (£m) 21.3 22.1
Operating profit (£m) 16.1 16.5
Net assets (£m) 83.6 97.3
New advertising campaign for
Marston’s Pedigree proves very
successful in a declining market
Attracting good operators 
gives security and potential for 
capital reward
“Wolves’ priorities have been about creating a better platform for organic growth in line with
promises it made to shareholders in its hostile bid defence.”
After converting “Bostin’ Locals”
turnovers have doubled 4 W&DB Annual Report 2003
CHAIRMAN’S STATEMENT | SKILLTHOUGHTVISION
The Company has achieved another year
of strong performance.We have made
excellent progress in implementing our
strategic plans and have demonstrated
good performance in terms of like-for-like
sales, margins, return on capital and free
cash flow.
Leslie Porter, Company Secretary, meeting with 
David Thompson, Chairman.
Results
Turnover of £490.5m was £15.1m below
last year as a consequence of transferring
managed pubs to lease and completing
the rationalisation of WDB Brands.
Underlying operating margins increased 
by 0.5% to 22.1% and return on capital
was maintained at 12.6%. Against a
background of intense competition and
price discounting, this strong performance
contributed to a 10.1% increase in
underlying earnings per share to 68.9p
per share.
Dividend
The Board proposes a final dividend of
21.2p per share, which brings the total net
dividend for the year to 32.1p per share.
The year-on-year increase in dividend is
10.1%, reflecting our underlying growth in
earnings per share and our recognition
that cash dividends are an important part
of the overall return achieved by investors.
Our approach to dividends has been
consistent over a 30 year period.
The final dividend, if approved, will be 
paid on 30 January 2004 to those
shareholders on the register at the close
of business on 5 January 2004.
People
The continuing improvement in the
performance of the Company is due 
to the enthusiasm, commitment and
ability of our employees.The management
style within the business continues to
develop as one in which decision-making
is delegated and spread throughout the
business, and our people are responding
with vigour. I would like to thank all of
them for the tremendous contributions
they are making. In particular, it is a matter
of record that last year saw the highest
ever number of long service awards, 45,
and this highlights the way we seek to
combine experience with new ideas. W&DB Annual Report 2003    5
David Thompson presenting Diane Sinclair
with her 25-year long service award.
Outlook
We believe that this good result is the
product of a clear, well thought-through
strategy, correctly positioned businesses
and strong operational management.
Our strategy, which is set out in detail in
the Chief Executive’s review, includes a
continuing focus on freehold community
pubs and high quality ale brands. Ours is 
a cash-generative business, enabling us 
to operate an ongoing share buy-back
programme.We bought back and
cancelled 1.2m shares at a cost of £7.5m
in this financial year and a further 0.7m
shares at a cost of £4.7m since the year
end.We have now returned £138m to
shareholders in the last two years.
The market remains competitive and is
mature.These factors are likely to ensure
that consolidation of pubs, breweries and
beer brands will continue.We believe 
that consumer trends and the need to
comply with more stringent legislation
will, in the long run, favour good quality,
well-positioned businesses such as ours.
In the meantime, we are encouraged 
by the robustness of our trading platform,
as demonstrated by these results.
David Thompson Chairman 6 W&DB Annual Report 2003
CHIEF EXECUTIVE’S REVIEW | CAREPRODUCTPEOPLE
Ralph Findlay with the operating
divisional managing directors.
Business structure and strategy
Our philosophy is straightforward: we 
aim to develop and operate good quality
community-based pubs and to market and
sell high quality ale brands.This market
positioning is deliberately mainstream,
focusing on venues and products with 
a broad consumer appeal.
Whether our pubs are managed, tenanted
or leased will depend upon their individual
characteristics, allowing us to take a 
pub-by-pub approach in deciding which is
the most suitable and profitable means of
operation. Pathfinder Pubs,The Union Pub
Company and WDB Brands are managed
independently, but within a corporate
structure that gives us flexibility in our
approach both to existing operations and
potential acquisitions and also reduces risk.
Such flexibility is particularly helpful in 
a period of rising regulatory and other
operating costs, for example enabling us to
reduce overheads and increase profit by
transferring 104 smaller managed pubs to
lease in September 2002.We have also
made savings in brewing and logistics through
restructuring and improved procurement.
This year we are again able to report good progress
towards our basic objectives: continuous
improvement in the quality of our pub and brands
businesses, increased margins and growing earnings
per share.At the same time, the increases in like-for-
like sales in Pathfinder Pubs and The Union Pub
Company were amongst the best in the industry. W&DB Annual Report 2003    7
Lorem ipsum dolor sit amet, consectetuer adi
piscing elit, sed diam nonummy nibh euismod.
Our community-based business has
intrinsic strengths.Whereas the high street
sector has suffered as a consequence of
low barriers to entry, over-investment and
lack of differentiation, community pubs
enjoy a degree of protection through
licensing and planning laws. On balance,
we believe that our relative competitive
position should be enhanced by
forthcoming licensing reform.
We have a long-held preference for
freehold pubs.The fact that 97% by value
of our estate is freehold or long leasehold
means that future capital appreciation 
will accrue to our shareholders and
minimise exposure to rent increases.
Investment in pubs, brands and people is
a vital part of our approach.This year,
capital expenditure was £47.9m, of which
£37.3m was invested in pubs.The high
returns we are achieving demonstrate that
there continue to be good opportunities
to create real value from our pub
investment programmes.
Our strategy is to use the strong cash
flow of the business to enhance returns.
We aim to do so by ensuring that our
existing pubs are well maintained and by
considering acquisition opportunities as
they arise.We also aim to maintain an
efficient balance sheet and to operate 
an ongoing share buy-back programme,
in addition to our progressive dividend
policy.
Trading environment
The steady increase in margins and
returns from our businesses has been
achieved against a background of
industry-wide rises in National Insurance
contributions, pension fund payments and
other employment costs, primarily as a
result of legislation. Looking forward, we
anticipate that the implementation of
licensing reform will require additional
expenditure of around £1m during 2004
to ensure that we, our tenants and
leaseholders are all prepared for the
changes.The burden placed on the industry
by legislation and regulation continues 
to increase. Our ability to make progress
and increase margins despite these
pressures provides evidence that the
business is strongly positioned and in
good health.
Views of the Pitcher & Piano, Birmingham. 8 W&DB Annual Report 2003
CHIEF EXECUTIVE’S REVIEW | PATHFINDER PUBS | LOCATIONCOMMUNITYPERSONALITY
Pathfinder Pubs
Our managed pub business comprised 477
pubs at the year end, compared to 488
last year.Total like-for-like sales across the
entire estate increased by 3.6%, and by
0.1% on an un-invested basis.This strong
performance in a competitive market was
helped by good summer weather and pub
investment and is against comparatives which
include the benefit of the Golden Jubilee
and football World Cup in June 2002.
During the year, we refurbished 33 pubs 
in either the “Bostin’ Local” or “Service
That Suits Me” formats. Both these
operating styles are based upon a simple
proposition: well-sited pubs developed in
a contemporary format with a strong
emphasis on food and service.
We now have 86 “Bostin’ Locals”, with a
further 75 targeted over the next two
years as refurbishments from our existing
estate.These modern community pubs
offer top drinks brands and have a good,
straightforward food menu, all with a
value-for-money price platform.This offer,
combined with a programme of events
and promotions, has contributed to
average turnover doubling compared 
to the pre-investment period. Food sales
represent approximately 30% of turnover.
We have 20 “Service That Suits Me” pubs,
and will target a further 20 over the next
two years from our existing estate.
“Service That Suits Me” pubs have a higher
price platform and higher food sales,
representing 60% of turnover on average.
They are sited in more affluent areas and
are generally “drive-to” community outlets,
which give customers the option of ordering
at the bar or enjoying full table service.
Investment in these two formats averages
approximately £300,000, a significant
reduction from the £450,000 per pub being
invested at the start of the programme
three years ago.The cost of conversions is
continuing to fall as we learn more about
the specific elements of refurbishment
contributing to improved performance.
In addition to boosting turnover this
investment has generated an average cash
return comfortably in excess of 20% to date.
Pitcher & Piano, whose 28 sites represent
6% of our total managed estate, has
benefited from investment in new menus
and improvements in operating standards,
reflected in like-for-like food sales growth.
More recently, three sites are trading
successfully after a combined £1.2m
refurbishment programme, which will 
be extended to a further seven sites
during 2004.
Lorem ipsum dolor sit amet,
consectetuer adipiscing elit, sed 
Sharon Rehbock, Development
Director, Pathfinder Pubs, enjoying
her “Back to the Floor” project. W&DB Annual Report 2003    9
Overall the division’s underlying operating
margin increased from 20.5% to 21.0%,
and return on capital from 12.6% to
12.8%.This was achieved through the
transfer of 104 smaller managed pubs to
lease in September 2002, the completion
of a £6m investment in electronic point of
sale (EPOS) systems in March 2003, the
negotiation of better buying terms, pricing,
and the increasing quality of our pubs.
Looking forward, the division faces
significant cost increases as a consequence
of the Government’s decision to increase
the national minimum wage by 7.1% to
£4.50 per hour from 1 October 2003.
We aim to offset this increase through
continued development of the estate,
by maximising the benefits from our
investment in EPOS and by continuing to
improve productivity.We will also benefit
from our decision to improve the choice
of top brand lagers sold in our pubs, as a
consequence of which Heineken and
Harp Irish Lager have been replaced by
either Foster’s or Carlsberg.
In addition to pub refurbishment, we are
acquiring new sites for development as
“Bostin’ Locals” or “Service That Suits Me”.
This offers the opportunity to extend our
existing geographical boundaries through
the roll-out of our proven formats and we
currently have sites under, or earmarked
for, development both within our existing
trading area and in Kent and East Anglia.
“Local heroes.” 10 W&DB Annual Report 2003
CHIEF EXECUTIVE’S REVIEW | THE UNION PUB COMPANY | INDEPENDENCECHARACTERAPPEAL
Enjoying a tenanted experience 
at Cary’s, Ashbourne.
The Union Pub Company
The tenanted and leased pub division
comprised 1,131 pubs at the year end,
compared to 1,142 last year.
Like-for-like turnover increased by 2.7%.
This growth was achieved with the benefit
of good summer weather, but also reflects
the success of our drive to extend 21-year
Open House leases across the business.
The Open House lease has been signed
by 350 licensees attracted by the security
of tenure and the high discounts offered. W&DB Annual Report 2003    11
Pub Garden of the
Year,The Royal Oak,
Leigh Sinton.
Mr and Mrs Macey enjoying their Pub 
of the Year award, Fountain, Clent
Underlying operating margins were 1.5%
lower than last year at 42.3%, as a result
of the one-off operational costs arising 
in 2003 from transferring 104 smaller
managed pubs to lease in September 2002.
Return on capital was maintained at 14.2%.
The pub market is polarising as a result 
of evolving consumer tastes, demographic
changes and the over-supply of pubs in
the market.These changes are felt most
keenly in weaker pubs and so we have
sought to focus on improving the quality
of our estate. Over the last four years 
we have sold 700 tenanted pubs and
integrated 500 managed house transfers.
We invested £12.2m last year in
refurbishments undertaken jointly with
tenants and lessees and aim to maintain
that investment this year. As a
consequence, we have a high quality,
freehold estate with sustainable income.
The Union Pub Company prides itself on
taking the initiative to improve business
for tenants, lessees and the Group.
A recent survey highlighted the positive
impact of some of the things we do
differently, including our pioneering “Plain
English” approach to tenant and lease
agreements.The discounts available to
tenants are amongst the highest in the
industry and we were the first to
introduce a rent panel to ensure that 
the rent setting process is fair and
transparent.This year we introduced 
a new package of “Skill Pool” training
support for tenants and lessees,
developed to ensure that they are fully
equipped with the necessary expertise 
to succeed in the pub business.
The relationship between licensees and
Business Development Managers is
becoming more constructive, with
licensees rightly expecting more advice
about how to grow their trade. A “£10k
challenge” initiative, which involved our
managers analysing individual pubs in
detail to target increased profit for the
licensee, has produced dividends. Another
example is the introduction of a facility 
to take advantage of Group buying terms
for a wide range of products and services
which has enabled licensees to reduce
significantly their purchasing costs, in 
some cases by thousands of pounds.
In this new financial year,The Union Pub
Company has indicated its intention to
provide financial support to enable
tenants to prepare for implementation of
the new licensing regime in early 2005.
We will also provide advice to help
licensees through the process and
maximise opportunities that the reform
may provide to them individually.
The Union Pub Company aims to grow
through the extension of the Open House
lease to around 50% of pubs in the current
estate, selective investment in partnership
with tenants and lessees and the acquisition
of pubs either singly or in packages. 12 W&DB Annual Report 2003
CHIEF EXECUTIVE’S REVIEW | WDB BRANDS | UNCOMPROMISINGHERITAGEIRRESISTIBLE
The new Banks’s fonts.
Glen Dickson and
Damien Cooper
delivering beer.
Ron Mallen
preparing an order.
WDB Brands
Our strategy has been to reduce the
amount of capital employed in WDB
Brands and focus on a sustainable, quality
business with a high return on capital.
This strategy has been successful, with
underlying operating margin up 0.5% to
17.4% and return on capital increasing 
to 25.5% from 22.7% last year.
The re-focusing of this business on high
quality ale brands is now complete.
The task now is to grow the business
profitably and to build on the strong
market positions held by Marston’s
Pedigree, Banks’s and Mansfield.
There is a market opportunity for dedicated
brewers of high quality ales. Although the
beer market is mature and has been in
overall decline at a rate of 2% to 3% per
annum for many years, industry consolidation
offers opportunities to target real growth.
There is also greater scope to compete
for supply to the “pubco” sector of the
market, historically tied to parent brewers.
The keys to achieving that growth are
brand development, innovation, customer
relationships and service.
This year, we strengthened our beer
portfolio with the introduction of Marston’s
Old Empire, a 5.7% abv classic India Pale
Ale (IPA).We introduced a new marketing
campaign for Marston’s Pedigree based
around our “Uncompromising” and “Zero
T olerance” approach to the quality of the
brand.The Pedigree campaign, together
with the launch of keg Pedigree last year,
helped to increase market share from
8.5% to 10.3% in the on-trade. In the
latest quarter, the market share of
Pedigree overtook Bass in the on-trade 
to become the number two premium 
ale in the country.We are in the process
of reinforcing the Banks’s brand with new
fonts and pump clip designs to provide 
a more contemporary image.
This coming year, we plan to make 
a £2m investment in the brewhouse and
refrigeration plant at the Burton brewery,
which will help to increase operating
efficiency further.We have already
strengthened the management team with
key appointments in sales, marketing and
finance and believe that WDB Brands is
well positioned to benefit from future
opportunities in the beer market. W&DB Annual Report 2003    13
Steve Brooks, Head Brewer,
Burton Brewery overseeing
a Pedigree brew. 14 W&DB Annual Report 2003
CHIEF EXECUTIVE’S REVIEW | UNDERSTANDINGQUALITYAPPEAL
David Spruce, Brewery Operative,
checking copper up gravity.
Prospects
We have had a good start to the new
financial year. In the eight weeks to 
22 November 2003 total like-for-like sales
in The Union Pub Company increased 
by 5.0% and across the entire Pathfinder
Pubs managed estate were 3.1% ahead 
of last year for the same period. Despite
the cost pressures on our industry, we 
aim to maintain the improved margins 
we achieved last year through further
investment in our pubs and beer brands,
and through increased efficiencies.
Our structure, community focus and largely
freehold estate all clearly differentiate us
from many of our competitors. Having
established a strong position in our core
businesses, we now aim to invest more in
new pubs, sites and refurbishments that 
fit our business model. Our objective is 
to continue to improve the quality of our
pubs and brands and our return on capital,
thereby delivering value for shareholders.
Ralph Findlay Chief Executive W&DB Annual Report 2003    15
DIRECTORS
David Thompson (49)
Chairman, Non-executive Director
Joined the Company in 1977 and appointed
to the Board in 1980, Managing Director in
1986, Chairman in 2001. Director of The
Income and Growth Trust Plc, Persimmon
PLC,Warburtons Limited and The Fleming
Smaller Companies Investment Trust.
Ralph Findlay FCA (42) 
Chief Executive
Joined the Company in 1994 and appointed
to the Board and Finance Director in 1996,
Chief Executive in 2001.
Peter Lipscomb OBE (64)*
Deputy Chairman, Non-executive Director
Appointed in 2000. Former Managing
Director of Guinness Great Britain and
Deputy Managing Director of Guinness
Brewing Worldwide.
Miles Emley (54)*
Non-executive Director
Appointed in 1998. Chairman of St. Ives plc.
Former Director of N M Rothschild & Sons
Limited and UBS Phillips & Drew.
Robin Hodgson – The Lord Hodgson 
of Astley Abbotts CBE (61)*
Non-executive Director
Appointed in 2002. Chairman of Carbo Plc,
Rostrum Group Limited and Johnson
Brothers & Co Limited and a Director of
the Staffordshire Building Society. Former
Chairman and founder of Granville Baird
Group Limited, Chairman of dominick
hunter Plc, Deputy Chairman and founder
of Community Hospitals Plc and Director of
the Securities and Futures Authority.
Alistair Darby (37) 
Managing Director,WDB Brands
Joined the Company in 1997 and appointed
to the Board in 2003.
Stephen Oliver (45) 
Managing Director,The Union Pub Company
Joined the Company in 1999, on the 
acquisition of Marston’s, and appointed 
to the Board in 2001.
Derek Andrew MBE (48) 
Managing Director, Pathfinder Pubs
Joined the Company in 1980 and appointed
to the Board in 1994.
Paul Inglett FCMA (37)
Finance Director
Joined the Company in 1992, on the 
acquisition of Camerons, and appointed to
the Board in 2002.
From left to right: David Thompson, Ralph Findlay, Peter Lipscomb, Miles Emley, Robin Hodgson, Alistair Darby, Stephen Oliver, Derek Andrew and Paul Inglett.
*Member of the Remuneration and Audit Committees Like-for-like sales were strong in both 
pub divisions, although Group turnover
declined by 3.0% to £490.5m as a result
of the loss of retail turnover from the 104
smaller managed pubs which transferred
to lease in September 2002, and a net
reduction in the number of pubs by 22 
in 2003, and by 73 in 2002. Underlying
operating profit fell by 0.8% (operating
profit after goodwill and exceptionals
£96.5m, 2002: £91.4m) as a result of this
net reduction and a significant increase 
in central costs due to unavoidable 
higher insurance, pension and National
Insurance costs.
Margins
Underlying operating margins increased in
both Pathfinder Pubs and WDB Brands,
and excluding the impact of the managed
to lease transfers, were marginally ahead
in The Union Pub Company, with the
Group’s operating margin increasing from
21.6% to 22.1%.This margin enhancement
has been achieved despite the anticipated
significant increases in central costs noted
above.
Return on capital
Underlying return on capital improved in
both Pathfinder Pubs and WDB Brands,
and was maintained in The Union Pub
Company, despite absorbing £1.2m of
one-off costs relating to the transfer of
104 smaller pubs to lease during the year.
The Group pre-tax return on capital was
flat due to the impact of the increased
central costs. Return on capital remains
high on the agenda and we will continue
to review the need to dispose of
underperforming assets and transfer
smaller managed pubs to lease.
Increasing cash returns 
to shareholders 
Underlying earnings per share increased by
10.1% to 68.9p per share, notwithstanding
a higher tax charge (basic eps 53.0p,
up 5.6%).This earnings growth and the
underlying strong and stable cash flow
have supported the dividend increase of
10.1% to 32.1p per share.
Our intention remains to increase
dividends broadly in line with our earnings
growth, whilst maintaining appropriate
dividend cover.
We bought back 1.2m shares at a cost 
of £7.5m in the market during the year.
Since the year end we have bought back
a further 0.7m shares at a cost of £4.7m.
Strong cash flow
During the year we generated £76.9m of
free cash flow (after interest and tax). In
addition, there were further cash inflows
of £21.0m from the disposal of 24 pubs
and unlicensed property and a further
reduction of £5.4m in the free trade loan
book and other investments.
16 W&DB Annual Report 2003
FINANCIAL REVIEW
Trading overview
Underlying Return
Turnover operating profit (note 2) Margin on capital
2003 2002 2003 2002 2003 2002 2003 2002
£m £m £m £m % % % %
Pathfinder Pubs 252.4 278.0 53.0 56.9 21.0 20.5 12.8 12.6
The Union Pub 
Company 115.8 97.2 49.0 42.6 42.3 43.8 14.2 14.2
WDB Brands 122.3 130.4 21.3 22.1 17.4 16.9 25.5 22.7
Central costs – – (15.1) (12.5) (3.1) (2.5) – –
Group 490.5 505.6 108.2 109.1 22.1 21.6 12.6 12.6 W&DB Annual Report 2003    17
After capital expenditure of £47.9m, net
debt was reduced in the year by £28.2m
to £468.7m at the year end – despite 
having bought back a further £7.5m of
shares. Balance sheet gearing reduced
from 110% last year end to 102% as at
September 2003.
Capital expenditure
Capital expenditure of £47.9m was similar
to last year, with £25.1m invested in
Pathfinder Pubs, £12.2m in The Union Pub
Company, £7.4m in WDB Brands and
£3.2m in IT systems and the unlicensed
estate. Of this £47.9m, £17.4m was 
spent on major refurbishments of over
£100,000 and £4.3m on new sites and
acquisitions.
We expect our full year investment in
2004 to be around £56m, including 
£11m identified for new site acquisition
and development.
Treasury
Interest cover was maintained at around
3.1 times, whilst the full year dividends are
2.1 times covered based on underlying
earnings.
The Group’s policy for interest rate
management continues to be to reduce
exposure to changes in interest rates
through the use of hedging instruments.
We currently have £185m of interest rate
swaps in place, which expire between
now and 2008.
In addition, the Group has debentures with
a nominal value of £220m. As a result,
at the year end over 86% of the Group’s
net debt was either fixed or hedged.
At the year end there were £63m of
unutilised banking facilities, providing
headroom to take advantage of
appropriate investment opportunities.
We plan to replace our existing five year
banking facilities, which expire in December
2004, by the end of March 2004.
Property portfolio
The value of our freehold and long
leasehold properties strongly underpins
our balance sheet.Total tangible fixed
assets of £889.9m covered our net debt
of £468.7m, 1.9 times.
T axation
The underlying rate of taxation (before
goodwill amortisation and exceptional
items) in the year increased from 29.7%
in 2002 to 31.5% in 2003.
Pensions
Following a recent actuarial valuation,
Company contributions to the pension
scheme, and the related charge to the
profit and loss account, were increased 
by £2.5m per year with effect from 
1 September 2003.
Measured on a FRS 17 basis, the
Company’s pension scheme has a net
deficit after tax of £56.6m at the year
end, compared to £64.1m last year end.
Exceptional items and goodwill
Goodwill impairment and amortisation 
in the year amounted to £8.5m. Net
exceptional costs excluding goodwill
impairment amounted to £3.1m.This
comprised a loss of £1.8m on the sale 
of fixed assets, which largely relate to 
the disposal of a number of high street
leasehold managed pubs; a £3.2m
payment to settle contractual obligations
in respect of Harp Irish Lager, following
the rationalisation of our lager brands;
and a tax credit of £1.9m.
Accounting policies
There have been no changes to our
accounting policies since last year’s 
annual report.
Summary
Despite significant cost increases outside
our control we have increased underlying
margins.This improvement, together with
the continued strong underlying cash flow
of our business, reinforces our confidence
in the future. Our objectives are to
continue to deliver sustained growth in
earnings per share and a progressive
dividend policy.
Paul Inglett Finance Director
Investing in our brands, pubs 
and brewing, 18 W&DB Annual Report 2003
1999 2000 2001
restated restated restated 2002 2003
£m £m £m £m £m
T urnover
Continuing operations 281.7 468.8 565.4 505.6 490.5
Acquisitions 133.8 130.0 – – –
Total 415.5  598.8 565.4 505.6 490.5
Profit before goodwill and exceptionals 46.7 65.0 76.1 74.0 73.1
Exceptional items (41.8) (34.6) (37.7) (10.5) (4.8)
Fixed asset disposals 0.7 4.6 (17.1) 2.4 (1.8)
Goodwill amortisation (1.3) (7.3) (8.3) (7.2) (6.9)
Profit before taxation 4.3 27.7 13.0 58.7 59.6
Taxation (11.5) (14.4) (16.2) (17.0) (21.1)
(Loss)/profit after taxation (7.2) 13.3  (3.2) 41.7 38.5
Capital employed 458.4 575.6 549.6 449.9 460.0
(Loss)/earnings per ordinary share (11.0p) 15.0p (3.4p) 50.2p 53.0p
Goodwill amortisation 2.0p 8.3p 8.9p 8.7p 9.5p
Fixed asset disposals (1.1p) (5.2p) 18.3p (2.9p) 2.5p
Exceptional items 59.3p 33.5p 32.9p 6.6p 3.9p
Earnings per ordinary share before goodwill and exceptionals 49.2p 51.6p 56.7p 62.6p 68.9p
Dividend per ordinary share 22.6p 24.0p 26.5p 29.2p 32.1p
Retail price index 100.0 103.3 105.1 106.9 109.8
Earnings per share growth 100.0 236.4 169.1 556.4 581.8
Earnings per share growth before goodwill and exceptionals 100.0 104.9 115.2 127.2 140.0
Dividend growth 100.0 106.2 117.3 129.2 142.0
Equivalent market prices on 31 March 1982
Preference shares 34.5p
Ordinary shares 94.5p
The five-year record has been restated for FRS 19,“Deferred tax”, that was adopted in 2002.
The 1999 profit and loss information has been restated to include a notional depreciation charge to facilitate comparison, after FRS 15 was
introduced in 2000.
Dividend per ordinary share and dividend growth presented above excludes the special dividend of 80.0p per ordinary share in 2002.
FIVE-YEAR RECORD W&DB Annual Report 2003    19
W&DB is committed to contributing
positively to the success of the
communities it serves, and where its
employees often reside, in a way which
will make them proud to be associated
with W&DB.
A responsible attitude towards
alcohol
We are convinced that the provision of
quality products served in well-maintained
pubs, with industry leading standards 
of customer service, creates a favourable
experience for customers and contributes
to the overall quality of life within local
communities. However we are also 
aware that public attitudes towards the
consumption of alcohol are changing,
and therefore we seek to avoid any kind
of promotional or marketing activity
designed to encourage consumption 
of excessive amounts of alcohol.
Our ongoing training programmes include
significant elements designed to help pub
staff to recognise circumstances when it
would be inappropriate to serve a
customer, and to handle difficult situations 
in a calm, safe and considerate manner.
We aim to provide all our customers 
with a high quality experience, where
food and drink can be consumed in a well
maintained, safe and friendly environment.
Advertising and marketing of
alcoholic products
We support the guidelines of The Portman
Group, an industry body set up to monitor
and advise on the responsible marketing
and selling of alcoholic products. Both
Pathfinder Pubs and The Union Pub
Company have recently become associate
members of this group.
Support for community Education
Action Zones
We also support a wide range of
community activities, including Education
Action Zones, in the Wolverhampton 
and Mansfield areas.This has provided
additional speech therapy resources,
and opportunities for local unemployed
people to train for a career in education.
Charitable donations
Each year our licensed retail managers,
pub staff and tenants raise very large
amounts of money for a wide variety 
of charitable causes.
Pathfinder Pubs has raised over £250,000
through locally run pub-based activities,
and almost £40,000 from employees within
its central support functions, all of which will
be used to support local charitable events.
In addition to providing support for the
charitable activities of their tenants and
lessees,The Union Pub Company
supports the Queen’s Hospital, Burton
Cancer Appeal and other similar charities.
WDB Brands has raised over £15,000
from a number of initiatives across our
trading estate.
Our employees also run their own charity
fund which has raised over £120,000 for
local causes.
Working with The Prince’s Trust
We are pleased to be involved with 
The Prince’s Trust. Placements with this
Trust form an integral part of our
Graduate T raining Programme, offering
our managers of the future a chance to
contribute to their wider community and
to develop vital people and project
management skills.
Listening to our employees
W&DB is a people-focused business and
it is vital that we keep our employees
informed of what our aims are, and how
we intend to achieve them. More
importantly, we listen to what our
employees have to say, and respond in 
a positive and timely manner.
In addition to regular briefing sessions,
we publish a range of in-house magazines
designed to keep employees updated 
on Group events, and also to record and
celebrate employee achievements.Well
attended roadshows and conference
presentations are increasingly seen as 
an integral part of how each of our
trading divisions operate. Many of the
management and support teams are also
involved in an ongoing programme of
“back to the floor” exercises, allowing
them to make substantial improvements
from the direct feedback of employees 
at all levels within the business.
Employee consultation
As well as Group-led activities we also
have an excellent relationship with a
number of trade unions. In many areas
employee representatives play an
important and positive part in developing
our business, and we intend to continue
with and improve these relationships.
Acting on employee feedback
The overall results and trends revealed 
by the confidential employee attitude
surveys which we run are fed back to 
our employees. Significant positive 
changes to both employee benefits and
communication processes have been
made, demonstrating our commitment 
to listen.The most significant this year has
been the introduction of an Employee
Assistance Programme; this provides
confidential support 24 hours a day,
365 days a year for employees.
We continue to explore opportunities to
improve current practices and, where
appropriate, to introduce new initiatives.
CORPORATE AND SOCIAL RESPONSIBILITY 20 W&DB Annual Report 2003
CORPORATE AND SOCIAL RESPONSIBILITY
Diversity and the work/life balance
Having predominantly community-based
pubs means that the vast majority of
employees are recruited from the
communities around them.The majority
of our pub staff are also part-time,
and work hours to suit their personal
circumstances.As part of our development
programmes, we offer recruitment and
selection modules which identify the
benefits of having a diverse workforce.
We are aware of our responsibilities 
in respect of the provisions of the
forthcoming Disability Discrimination 
Act and, as well as setting up audit
programmes, Pathfinder Pubs has become
a member of the Employers’ Forum on
Disability.
We recruit locally and offer a working
environment and benefits package which
promotes employee retention.This year
has seen significant improvements in
maternity and paternity arrangements
well above the new legal statutory
requirements.
Developing all our employees
Structured and focused training and
development programmes are available 
to all employees, and everyone with the
desire and enthusiasm to progress within
W&DB has the opportunity to do so.
We have achieved the prestigious Investor
in People standard, and have been
continuously accredited since 1995.We
were re-accredited earlier this year using
the most rigorous of assessment
methods.
The Board and health and safety
The health and safety of our employees
and members of the communities we
serve is a key priority.The Group has 
a Health and Safety Policy which is
endorsed by the Board and used
throughout the Group. A bi-annual report
is prepared for the Board which gives
detailed statistics relating to health and
safety issues and progress made in
improving health and safety matters.These
reports are actively discussed, debated
and challenged at all management levels.
Health and safety – practical
application and employee
involvement
Relevant health and safety information
and guidance forms a part of every
employee’s induction process, and many
managers have been trained in risk
assessment techniques.The health and
safety issues in the workplace are
reviewed regularly.
All our production and head office
locations have active health and safety
committees which meet regularly 
under the co-ordination of the Group
Health and Safety Manager.These
committees include members of the
management team and trained employee
representatives who review local 
health and safety issues and make
recommendations for improvement.
Within Pathfinder Pubs, all pubs undergo
health and safety audits by external
contractors.The measures by which a
satisfactory outcome is determined are
regularly reviewed. Each pub has its own
copy of a comprehensive health and
safety manual for use as a source of
information, guidance and training. In
addition a health and safety committee
has recently been established in order 
to increase the profile of health and 
safety issues.
Tenants and lessees within The Union 
Pub Company are provided with the
opportunity to receive health and safety
training, and can also obtain examples of
best practice for use within their pubs. W&DB Annual Report 2003    21
The Board determines the Group
environmental policy. A sub committee 
of the Board, chaired by the Finance
Director, meets twice a year to review 
the performance of the Group against
that policy.
Group statement of intent
We will:
 comply with all relevant environmental
legislation in order to minimise the risk 
of pollution and nuisance.
 be environmentally responsible
towards employees, brands and the
local communities.
 be committed to sustaining the
environment.
 encourage our business partners,
suppliers and contractors to adopt 
our objectives.
 employ structured environmental
management systems.
We will continue to:
 adopt economic production processes
having minimal environmental impact.
 aim for prevention of pollution at
source.
 provide appropriate training so that
employees are able to:
– exercise personal responsibility in
preventing harm to the
environment;
– contribute to every aspect of
environmental protection; and
– provide facilities for environmental
auditing.
Environmental management
Passive smoking. All sites across the Group
display appropriate signage in accordance
with the Clean Air Charter.
Energy. Energy consumption levels are
monitored across the Group and ways to
reduce consumption are actively sought.
We aim to minimise energy consumption;
employ a system of energy and resource
management based on “monitoring and
targeting”; and set realistic targets, and
measure progress against those targets,
to ensure continuous improvement in
environmental performance.
Water use. Water consumption levels are
monitored across the Group and ways to
reduce consumption are actively sought.
We aim to minimise the use of natural
resources.
Solid waste. Agreements are in place with
suppliers and contractors to dispose of
waste in the most responsible manner
commercially available. Many sites across
the Group have recycling containers for
glass.We aim to reduce the amount of
waste destined for landfill by the use of
reclamation/recycling and other means.
Grease. We continue to improve grease
management. Contracts are in place 
to ensure regular equipment maintenance,
and responsible waste disposal.
Biotechnology trials at a number of sites
will be monitored with the aim of
extending these across the estate, thus
reducing the amount of waste produced.
Cooking oil. Used cooking oil is collected
by waste contractors who dispose of 
it in the most responsible manner
commercially available.
Sewage treatment. A number of sites
across the Group have treatment plants
for reducing effluence. Maintenance
contractors ensure the performance of
these plants and compliance with
discharge consent limits.
Radon.We employ specialist contractors
to monitor Radon levels in sensitive areas.
Refrigerants. We give particular priority,
with defined timescales, to the replacement
of CFCs and hydrogenated CFCs, such 
as HCFC R22.All newly installed plant and
equipment meets existing control
standards.
Asbestos. Preparations are well advanced
to comply with the Control of Asbestos
at Work Regulations 2004. Detailed
surveys have been undertaken at over
300 sites across the Group.
New building programme. New building
programmes require compliance with
Part L2 of the Building Regulations 
– low-energy lighting being installed in 
all back-of-house areas, condensing boilers
used, thermostatic radiators provided and
water heating via separate direct-fired
boilers.We require suppliers to be able 
to demonstrate sound environmental
practices.
ENVIRONMENTAL POLICY 22 W&DB Annual Report 2003
DIRECTORS’ REPORT
The Wolverhampton & Dudley Breweries, PLC is the holding company for a Group whose principal activities are operating managed, tenanted and
leased public houses, brewing beer and wholesaling beers, wines and spirits.The Company is not a close company within the meaning of the Income
and Corporation Taxes Act of 1988, and there has been no change since the period end.
Review
The Directors’ report should be read in conjunction with the Chairman’s statement, the Chief Executive’s review and the Financial review, which
include information about the Group, the financial performance during the period, and likely developments.
Dividends
The final dividend proposed is 21.2p per ordinary share, making a total of 32.1p per ordinary share for the period ended 27 September 2003, and
total preference share dividends of 7.0p per share.The profit transferred to reserves is £15.2m (2002: loss £55.7m).The final dividend, as proposed
and if approved, will be paid on 30 January 2004 to those shareholders on the register at close of business on 5 January 2004.
Policy and practice
Employment policies are based on the provision of appropriate training and career development of our staff.We seek to give equal opportunity and
to consider carefully the recruitment of disabled people including those who become disabled during their employment. Job sharing continues to
increase. Annual personal appraisals support skill development and commitment to the businesses.
Our communications aim is to increase the understanding and commitment of all our employees through regular briefings and in-house publications.
Research and development is either by way of market research, or in conjunction with the Brewing Research Foundation International.
Environmental policy is determined by the Board. Performance against preset objectives is reviewed regularly by a sub-committee of the Board
chaired by the Finance Director. Environmental protection is implemented by conducting our operations in a way which complies with relevant
environmental legislation in order to minimise risks of all forms of pollution and noise.
It is the Company’s payment policy to follow the CBI’s Prompt Payment Code for all suppliers. Copies of the code can be obtained from the
registered office. Creditor days at the period end were 41 (2002: 42).
Charitable donations were £13,243 (2002: £900).
Directors
The present Directors are shown on page 15. All served throughout the period with the exception of Alistair Darby who was appointed on 
27 January 2003. A resolution proposing his election will be made at the annual general meeting on 23 January 2004. David Thompson and Ralph
Findlay retire by rotation and, being eligible, offer themselves for re-election. David Thompson has a rolling six months’ service agreement. Alistair
Darby and Ralph Findlay each have a rolling one-year service contract. W&DB Annual Report 2003    23
Interests of Directors
The interests of the Directors and their immediate families in the ordinary share capital of the Company as at 27 September 2003 were:
Ordinary shares
Beneficial Non-beneficial
2003 2002 2003 2002
Derek Andrew 27,614 27,614 – –
Alistair Darby 500 –* – –*
Miles Emley 8,812 8,812 – –
Ralph Findlay 16,110 16,110 – –
Lord Hodgson 1,680 1,680 – –
Paul Inglett 7,632 6,942 – –
Peter Lipscomb 5,000 5,000 – –
Stephen Oliver 1,220 1,220 – –
David Thompson 157,912 157,912 268,212 268,212
* as at date of appointment.
In addition, Derek Andrew, Ralph Findlay, Paul Inglett, Stephen Oliver and Alistair Darby as Executive Directors are treated as having a beneficial interest
in the total number of 419,000 ordinary shares (2002: 775,423) held in the ESOP . The interests in share options are set out on pages 28 and 29. No
Director had any material interest in any contract of the Group’s business during or at the end of the period. Changes in Directors’ interests between
27 September 2003 and 3 December 2003 are as shown in the Directors’ remuneration report on page 29.
Significant shareholdings
The Company has received notification of the following interests in 3% or more of its issued share capital as at 27 September 2003:
Ordinary shares Number %
Silchester International Investors Limited 4,319,856 5.9
Legal & General Investment Management 3,219,738 4.4
Prudential plc 2,846,043 3.9
Schroder Investment Management Limited 2,596,967 3.5
Since the year end the Directors have been notified that Capital Group Companies Inc. has acquired an interest in 2,209,738 ordinary shares (3.0%)
and that the interest of Legal & General Investment Management has changed to 2,785,929 ordinary shares (3.8%).
Preference shares Number %
Ionian Nominees Limited A/C SCLPF 31,548 42.1
Medlock & Medlock Limited 6,750 9.0
George Mary Allison Limited 5,500 7.3
Mrs A Somerville 5,500 7.3
Mr P F Knowles A/C NPK 4,056 5.4
Mr A W R Medlock 3,657 4.9
R C Greg Nominees Limited A/C BLI 3,283 4.4
Mr A F Southall 2,855 3.8
Fiske Nominees Limited A/C 1ONIA023 2,500 3.3
Since the year end the Directors have been notified that the holding of preference shares registered in the name of Ionian Nominees Limited 
A/C SCLPF has been transferred into the name of Fiske Nominees Limited A/C IONIA042. 24 W&DB Annual Report 2003
DIRECTORS’ REPORT
Repurchase of shares
At the annual general meeting held on 24 January 2003 shareholders authorised the Company to make market purchases of its ordinary shares of 29.5p each.
Pursuant to this authority the Company has, during the year, purchased 1.2m ordinary shares of 29.5p each, having a total nominal value of £0.4m
representing 1.6% of the Company’s issued share capital as at that date, for an aggregate amount of £7.5m.This repurchase of shares was in line with
the Company’s objectives of operating an efficient balance sheet and delivering shareholder value.
Auditors
PricewaterhouseCoopers transferred their business to a limited liability partnership, PricewaterhouseCoopers LLP , on 1 January 2003, following which
PricewaterhouseCoopers resigned on 27 January 2003 and the Directors appointed PricewaterhouseCoopers LLP as Auditors. A resolution for the 
appointment of PricewaterhouseCoopers LLP as Independent Auditors and to authorise the Directors to fix their remuneration will be proposed 
at the annual general meeting.
Annual general meeting special business
Resolution number 7 – to approve the Directors’ remuneration report.
Resolution number 8 – to approve the Executive Share Option Scheme 2004.
Resolution number 9 – to approve the Long Term Incentive Plan 2004 (LTIP).
Resolution number 10 – authority to issue shares. This resolution seeks renewal of the Directors’ authority to allot unissued shares up to an aggregate
nominal amount of £7,187,162, being one-third of the total ordinary share capital of the Company in issue as at 27 September 2003.
Resolution number 11 – disapplication of shareholders’ pre-emption rights. This resolution seeks renewal of the Directors’ authority to issue ordinary
shares up to an aggregate nominal amount of £1,078,074, being 5% of the total ordinary share capital of the Company in issue as at 27 September
2003, for cash without offering the shares first to existing shareholders by way of rights.
The authority contained in this resolution will terminate not later than 15 months after the passing of the resolution.
Resolution number 12 – purchase of own shares by the Company. The Company’s articles of association permit the purchase of the Company’s own
shares, subject to the provisions of the Companies Acts.The Directors consider it desirable and in the Company’s interests for shareholders to grant the
Company authority to exercise this power, within certain limits, to enable it to purchase its own shares in the market.We undertake that the authority
will only be exercised if we are satisfied that the purchase will result in an increase in earnings per share and is in the best interests of shareholders
generally. Subject to the passing of Resolution number 12 and to the extent that the Company exercises such power, the Company may decide either
to cancel the shares it purchases pursuant to such power and/or hold such shares in treasury for resale.
We propose an authority for the Company to purchase its own shares in the market, up to a total of 10,956,158 ordinary shares of 29.5p each,
having an aggregate nominal value of £3,232,067, being 14.99% of the issued ordinary share capital of the Company as at 27 September 2003.
Recommendation
We consider that the resolutions to be proposed at the annual general meeting are in the best interests of the Company and it is our unanimous
recommendation that you support these proposals as we intend to do in respect of our own holdings.
By Order of the Board
Leslie Porter Secretary
3 December 2003 W&DB Annual Report 2003    25
DIRECTORS’ REMUNERATION REPORT
Composition and T erms of Reference of the Remuneration Committee
The Remuneration Committee is appointed by the Board and comprises Peter Lipscomb (Chairman), Miles Emley and Lord Hodgson, all of whom
are independent Non-executive Directors.The Committee is responsible for:
 setting the framework and policy for the remuneration of the Executive Directors; and
 determining the specific elements of the Executive Directors’ compensation arrangements and contractual terms.
In setting policy and compensation levels, the Remuneration Committee has due regard to the Combined Code.
The Committee took advice on specific issues during the year from the Chief Executive, Ralph Findlay, however, Ralph Findlay did not provide any
advice in relation to his own remuneration.
Following the year end, the Board, with the approval of the Remuneration Committee, appointed consultants, Deloitte, to undertake a full review 
of Executive Director remuneration to ensure that the policy is in line with best practice and that remuneration is competitive.
Remuneration policy
The Company’s remuneration policy for the current financial year and for the future is to ensure that the remuneration of Executive Directors 
is competitive, to enable the Company to retain and motivate existing Directors and attract high quality performers in the future.The Company 
aims to incentivise and reward its senior executives in a way that is consistent with the Company’s commercial objectives and to align the interests
of the Directors with those of shareholders.
To achieve this, the Executive Directors’ total remuneration comprises both fixed remuneration and variable reward which is linked to Company
performance and individual achievement.
The main fixed and performance-related (“variable”) elements for Executive Directors in 2003 were as follows:
Fixed
 basic salary;
 benefits in kind (detailed in the notes to the Directors’ emoluments table below); and
 pension benefits.
Variable
 annual award of share options vesting after three years, subject to long-term performance conditions being met; and
 annual bonus related to Company performance and personal objectives.
The Company’s remuneration policy in respect of Non-executive Directors is to pay annual fees which reflect the responsibilities and duties placed
upon them, also having regard to market practice. 26 W&DB Annual Report 2003
DIRECTORS’ REMUNERATION REPORT
Service contracts
The Company’s policy is that Executive Directors’ contracts are for a duration of 12 months and are subject to 12 months’ notice when terminated
by the Company and six months’ notice when terminated by the Executive Director. However, Derek Andrew has had a two-year rolling contract
since 1987 and David Thompson has had a six-month rolling contract since July 2003. All service contracts expire on the Director reaching age 60
unless the Company subsequently agrees that the Director may continue to work beyond the age of 60.The following table details the Directors’
service contracts.
Date of Notice period Notice period
contract (Company) (Director)
Derek Andrew 15 Aug 01 24 months 6 months
Alistair Darby 16 May 03 12 months 6 months
Ralph Findlay 15 Aug 01 12 months 6 months
Paul Inglett 22 Mar 02 12 months 6 months
Stephen Oliver 15 Aug 01 12 months 6 months
David Thompson 24 Jan 02 6 months 6 months
Payments to Directors upon termination of their contracts will be equal to the Director’s basic salary for the duration of the notice period.There 
is no reduction for mitigation or for early payment.
With the exception of David Thompson, the Non-executive Directors do not have a service contract and their appointments may be terminated
without compensation at any time.
The Committee has reviewed these arrangements in the light of current market practice and of the relevant provisions of the Combined Code and
considers that they are appropriate and in the interests of shareholders, the Company and the individuals concerned.
Salaries
Salaries for Executive Directors were reviewed as at 1 October 2002.The aim of the Company is to provide a competitive remuneration package 
and salary levels are determined by considering them against practice in an appropriate peer group and in the context of other pay awards made 
in the Group.
Bonuses
Bonus objectives for Executive Directors for 2003 were set based on a combination of Group profit achievement and personal objectives.
There is a maximum possible bonus of 50% of basic salary, payable in December 2003 where 35% is allocated on the basis of profit achievement
and 15% based on personal objectives. All such bonuses are non-pensionable.
Bonus objectives and level of awards for 2004 are currently under review.
Share incentive schemes
The Company operates three executive share option schemes.The 1985 and the 1994 Executive Share Option Schemes are Inland Revenue
approved schemes and the 1997 Executive Share Option Scheme is a non-Inland Revenue approved scheme used to make awards to Executive
Directors and other selected employees above their £30,000 tax efficient limit.The 1985 scheme expired in January 1994.
Executive share options are awarded by the Remuneration Committee at the prevailing market rate on the date of grant to selected employees 
as a means of long term incentive. Options are exercisable upon the achievement of stated performance criteria. W&DB Annual Report 2003    27
The exercise of executive share options granted under the 1994 and 1997 Schemes is subject to the Group achieving growth in earnings per share
in excess of the growth in the retail price index by an average of 2.0% per year over a three-year performance period.
The Committee believes the EPS performance condition to be appropriate and provides relative alignment with the Group’s economic performance.
The 1994 Executive Share Option Scheme will expire in January 2004 and it is proposed that the Company will adopt a new Executive Share
Option Scheme to replace both the 1994 and 1997 Schemes.The new scheme will comprise an Inland Revenue approved scheme with the ability
to grant unapproved options over and above the individual £30,000 limit. Shareholder approval for the new Executive Share Option Scheme is
currently being sought.
In addition the Company is seeking shareholder approval for a Long Term Incentive Plan (the LTIP). Full details of both the LTIP and the new
Executive Share Option Scheme and their part in the overall remuneration policy of the Company are set out in the accompanying shareholders’
circular.
The Company also operates an Inland Revenue approved Save As You Earn (SAYE) Scheme for all eligible employees, including the Executive
Directors. Options are granted at a discount of 20% of the market value of the Company’s shares at the date of grant.
Directors’ emoluments
The emoluments of the Directors for their services as Directors of the Company and its subsidiaries for the period ended 27 September 2003
were:
Salary/ Non-cash Other cash Total T otal 
fees Bonus benefits benefits 2003 2002
£££££ £
Derek Andrew 188,700 75,480 3,271 13,500 280,951 224,292
Alistair Darby from 27 January 2003 105,638 57,120 6,386 – 169,144 –
Miles Emley 25,000––– 25,000 25,000
Ralph Findlay 255,000 102,000 4,905 16,200 378,105 304,016
Lord Hodgson 25,000––– 25,000 192
Paul Inglett 142,800 57,120 2,758 15,615 218,293 110,490
Peter Lipscomb 30,000––– 30,000 30,000
Stephen Oliver 153,000 61,200 1,847 13,500 229,547 181,594
David Thompson 100,000 – 2,767 16,200 118,967 512,526
1,025,138 352,920 21,934 75,015 1,475,007 1,388,110
Non-cash benefits principally include the provision of company cars, fuel for company cars, life assurance and private medical insurance. Other cash
benefits include cash allowances paid in lieu of a company car and fuel and holiday flex payments.
The fees relating to the services of Miles Emley and Lord Hodgson were paid to St. Ives plc and Johnson Brothers & Co Limited respectively.
No Executive Directors earn fees outside their employment. 28 W&DB Annual Report 2003
DIRECTORS’ REMUNERATION REPORT
Non-executive Directors’ fees and benefits
The fees for the Non-executive Directors are set by the Board and are reviewed every two years.The current basic fees were set on 1 October
2001.The Non-executive Directors do not receive any benefits or pension contributions from the Group, with the exception of David Thompson
whose benefits are as set out on pages 27, 30 and 31.
Directors’ share options
At
28 September Granted Exercised At Option 
Date of 2002 or on during the during the 27 September price Exercise period 
grant appointment year year 2003 p From T o
Derek Andrew Executive 14 Jun 94 20,000 – – 20,000 544.0 13 Jun 97 13 Jun 04
2 Jan 96 8,500 – – 8,500 581.0 1 Jan 99 1 Jan 06
25 Feb 97 10,000 – – 10,000 683.5 24 Feb 00 24 Feb 04
1 Dec 97 10,000
1
–– 10,000 458.5 30 Nov 00 30 Nov 04
26 Jun 98 24,500
1
–– 24,500 518.0 25 Jun 01 25 Jun 05
30 May 00 100,000
1
–– 100,000 325.5 29 May 03 29 May 07
10 Jan 03 – 20,000 – 20,000 604.0 9 Jan 06 9 Jan 10
SAYE 30 Jun 00 6,633 – – 6,633 277.0 31 Jul 07 31 Jan 08
Alistair Darby Executive 26 May 99 10,000 – – 10,000 565.0 25 May 02 25 May 06
30 May 00 20,000 – – 20,000 325.5 29 May 03 29 May 07
10 Jan 03 – 20,000 – 20,000 604.0 9 Jan 06 9 Jan 10
SAYE 30 Jun 00 2,436 – – 2,436 277.0 31 Jul 05 31 Jan 06
26 Jun 02 1,194 – – 1,194 554.0 31 Jul 07 31 Jan 08
25 Jun 03 – 616 – 616 517.0 31 Jul 08 31 Jan 09
Ralph Findlay Executive 31 May 95 15,000 – – 15,000 530.0 30 May 98 30 May 05
2 Jan 96 10,000 – – 10,000 581.0 1 Jan 99 1 Jan 06
25 Feb 97 46,000 – – 46,000 683.5 24 Feb 00 24 Feb 04
26 Jun 98 6,500 – – 6,500 518.0 25 Jun 01 25 Jun 05
30 May 00 100,000 – – 100,000 325.5 29 May 03 29 May 07
10 Jan 03 – 20,000 – 20,000 604.0 9 Jan 06 9 Jan 10
SAYE 30 Jun 00 6,092 – – 6,092 277.0 31 Jul 05 31 Jan 06
Paul Inglett Executive 26 May 99 4,000 – – 4,000 565.0 25 May 02 25 May 06
27 Jun 00 8,000 – – 8,000 371.5 26 Jun 03 26 Jun 07
10 Jan 03 – 20,000 – 20,000 604.0 9 Jan 06 9 Jan 10
SAYE 1 Jul 97 690 – 690 – 499.5 31 Jul 02 31 Jan 03
24 Jun 98 837 – – 837 412.0 31 Jul 03 31 Jan 04
24 Jun 99 1,474 – – 1,474 457.5 31 Jul 04 31 Jan 05
26 Jun 02 1,370 – – 1,370 554.0 31 Jul 05 31 Jan 06
25 Jun 03 – 1,430 – 1,430 517.0 31 Jul 06 31 Jan 07 W&DB Annual Report 2003    29
Directors’ share options continued
At
28 September Granted Exercised At Option 
Date of 2002 or on during the during the  27 September price Exercise period 
grant appointment year year 2003 p From T o
Stephen Oliver Executive 26 May 99 10,000
2
–– 10,000 565.0 25 May 02 25 May 06
30 May 00 20,000
2
–– 20,000 325.5 29 May 03 29 May 07
10 Jan 03 – 20,000 – 20,000 604.0 9 Jan 06 9 Jan 10
SAYE 26 Jun 02 3,244 – – 3,244 554.0 31 Jul 09 31 Jan 10
David Thompson Executive 2 Jan 96 39,000 – – 39,000 581.0 1 Jan 99 1 Jan 06
1 Dec 97 7,000 – – 7,000 458.5 30 Nov 00 30 Nov 04
26 Jun 98 7,000 – – 7,000 518.0 25 Jun 01 25 Jun 05
23 Dec 99 15,000 – – 15,000 541.0 22 Dec 02 22 Dec 06
30 May 00 180,000 – – 180,000 325.5 29 May 03 29 May 07
SAYE 30 Jun 00 6,633 – – 6,633 277.0 31 Jul 07 31 Jan 08
1 On 30 September 2003 Derek Andrew exercised 10,000 executive share options at 458.5p, 100,000 executive share options at 325.5p and
24,500 executive share options at 518.0p, when the market value was 717.5p. He retained 38,139 ordinary shares.
2 On 30 September 2003 Stephen Oliver exercised 10,000 executive share options at 565.0p and 20,000 executive share options at 325.5p when
the market value was 717.5p. He retained 7,500 ordinary shares.
3 No options lapsed during the year.
4 On 21 January 2003 Paul Inglett exercised 690 SAYE options at 499.5p when the market value was 587.5p.
“Executive” means the options granted under the 1994 and/or 1997 Executive Share Option Schemes. All options under the “Executive” Schemes
are subject to the same performance criteria being growth in earnings per share in excess of growth in the retail price index by an average of 2.0%
per annum over a three-year performance period.
“SAYE” means the 1982 and 2002 Save As You Earn Schemes.
The mid-market ordinary share price range during the year was 534.5p to 727.5p with an average price of 628.4p.
The mid-market ordinary share price on 27 September 2003 was 708.5p.
Interests of Directors
The interests of the Directors and their immediate families in the ordinary share capital of the Company are disclosed on page 23. 30 W&DB Annual Report 2003
DIRECTORS’ REMUNERATION REPORT
T otal shareholder return graph
The graph below represents the comparative total shareholder return (TSR) performance of the Company against the FTSE All Share Index during
the previous five financial years.The FTSE All Share Index has been selected as a comparator because this is a broad market index of which the
Company is a member.The Company believes it would have been less meaningful to use a narrower index such as the Leisure and Hotels index for
comparison purposes.The TSR indices used in the chart have been calculated in accordance with the Directors’ Remuneration Report Regulations
2002 relative to a base date at the end of September 1998.
Directors’ pensions
Pension benefits earned by the Directors (note 1):
Change in
Change in transfer
accrued value over
pension over GN11 GN11 2002/2003
Accrued 2002/2003 transfer transfer less Director’s Transfer value
pension at excluding Members’ value at value at contributions of the increase
27 September increase contributions 27 September 28 September paid during in the accrued 
2003 for inflation over year 
2
2003 2002 the period pension 
Director £ ££ £ £££
Derek Andrew 80,170 3,204 14,153 664,537 576,256 74,128 54,566
Alistair Darby 10,423 1,957 5,738 61,602 44,046 11,818 13,449
Ralph Findlay 19,556 2,078 7,358 143,945 113,917 22,670 20,365
Paul Inglett 19,123 1,865 7,155 101,463 80,430 13,878 14,023
Stephen Oliver 24,507 2,710 7,358 235,358 190,686 37,314 33,913
David Thompson 115,231 1,691 7,500 974,185 872,837 93,848 50,804
0
50
100
150
200
T otal shareholder return
September March September March September March September March September March September
FTSE All-Share Index The Wolverhampton & Dudley Breweries, PLC Source: Datastream
1999 1998 2000 2001 2002 2003 W&DB Annual Report 2003    31
Directors’ pensions continued
1 The pension entitlement shown is that which would be paid annually on retirement based on service to the end of the year from the approved
pension scheme.
2 These relate to the contributions paid or payable in the year.
3 The increase in accrued pension during the year excludes any increase for inflation.
4 The increase for Alistair Darby is for the period 27 January 2003 to 27 September 2003 as he became a Director during the year.
5 Members of the Scheme have the option to pay Additional Voluntary Contributions. Neither the contributions nor the resulting benefits are
included in the table above.
6 The Company operates funded unapproved arrangements for Ralph Findlay, Stephen Oliver and Paul Inglett.
7 The accumulated accrued pensions from the approved scheme at the year end 1 October 2002 are shown below for comparison.
8 The transfer values are calculated in accordance with version 8.1 of guidance note GN11 issued by the actuarial profession.
Approved accrued
scheme pension at
1 October 2002
Director £
Derek Andrew 74,870
Ralph Findlay 17,002
Paul Inglett 16,788
Stephen Oliver 21,203
Alistair Darby –
David Thompson 110,447
The following additional information relates to Directors’ pensions:
(a) Normal retirement age: 60.
(b) On death before retirement a lump sum is payable, equal to the Director’s contributions. However, some or all of this lump sum may be used to
provide a statutory minimum spouse’s pension. On death after retirement the spouse’s pension payable is two-thirds of the pension which the
member was receiving at the date of death.
(c) Early retirement can be taken from age 50 provided the Company gives its consent.The accrued pension will then be reduced to take account
of its early payment.
(d) Pension increases for Derek Andrew, Ralph Findlay, David Thompson, Paul Inglett and Alistair Darby will be in line with statutory requirements
before and after retirement. Stephen Oliver will receive statutory increases before retirement, post retirement increases on pension earned prior
to 6 April 1997 at the rate of 3% per annum and post retirement increases on pension earned after 5 April 1997 at the increase in the retail
prices index, subject to a maximum of 5% and a minimum of 3%.The Trustees have the discretion to grant pension increases above these rates.
(e) There are no discretionary benefits.
Ralph Findlay participated in an unfunded unapproved retirement benefit scheme (UURBS) from 13 January 1998 to 15 August 2001.The amount
charged in the profit and loss account in respect of the UURBS has been included within contributions to the pension schemes above.The UURBS was
replaced by a funded unapproved scheme (FURBS) from 15 August 2001 with past service UURBS being bought out by contributions to the FURBS
spread over five years from 1 October 2001.The second such payment of £93,750 was made on 1 October 2002, together with £62,500 to meet 
the tax liability created.The total commitment of £468,750 was charged to the profit and loss account in the year ended 28 September 2002.The
Company contribution to the FURBS for the period ended 27 September 2003 was £76,500. 32 W&DB Annual Report 2003
Directors’ pensions continued
Stephen Oliver participated in an UURBS from 1 September 2000 to 15 August 2001.The amount charged in the profit and loss account in respect
of the UURBS has been included within contributions to the pension schemes above.The UURBS was replaced by a FURBS from 15 August 2001.
The Company contribution to the FURBS for the period ending 27 September 2003 was £38,250.
Paul Inglett has participated in a FURBS since 11 March 2002.The Company contribution to the FURBS for the period ending 27 September 2003
was £28,560.
Pension arrangements
During the year the Group operated a final salary pension scheme and a Group Personal Pension Plan (GPPP).
During the year, for the final salary scheme the Group contributed 16.5% of the pensionable payroll for all members to 1 April 2003, 18.5% of
pensionable payroll from 1 April 2003 to 1 September 2003 and 32.0% of pensionable payroll from 1 September 2003. Members contributed in
accordance with the Rules. All employees in the Group final salary pension schemes have death-in-service life assurance cover to the value of
four times pensionable salary.
The Group introduced the GPPP for new entrants with effect from 29 September 1997 to which it contributes 7.0% of pensionable salary and
members contribute a minimum of 3.5% of their pensionable salary. Membership of the GPPP includes death-in-service life assurance cover to the
value of between two and four times pensionable salary.
During the year, the Group operated a final salary pension scheme for employees who joined the Scheme prior to 29 September 1997.The funds 
of the Scheme are administered by Trustees and are separate from the Group. A valuation of the Scheme was carried out as at 1 September 2003.
This resulted in a long-term Group contribution rate of 32.0% of members’ total earnings.The increase from 16.5% in the 1 October 2000 valuation
was mainly due to falling equity markets.
The assumptions that have the most significant effect on the funding position of the Scheme are those relating to the differences between the 
long-term rate of return on investments and the rates of increase in earnings.The 1 September 2003 valuation for the Scheme assumed that the
long-term investment return pre-retirement would exceed salary increases by 3.9% per annum and price inflation by 4.9% per annum. It assumed
that the long-term investment return after retirement would exceed salary increases by 2.1% per annum and price inflation by 3.1% per annum.
The market value of the Scheme assets was £135.3m, which was sufficient to cover 78.5% of members’ accrued benefits, after allowing for future
increases in earnings at the long-term rate.
A provision of £3.0m (2002: £3.1m) is included in creditors representing the cumulative excess of pension costs charged to the profit and loss
account over the Group contributions paid.
Compliance with the Directors’ Remuneration Report Regulations
The Company’s Directors’ remuneration report has been written in line with the new Directors’ Remuneration Report Regulations incorporated in
Schedule 7A to the Companies Act. In formulating its remuneration policy the Committee also gives full consideration to the Combined Code.
Peter Lipscomb OBE Chairman, Remuneration Committee
3 December 2003
Information subject to audit:
Under Part 3 of Schedule 7A of the Companies Act 1985 the following sections of the Directors’ remuneration report are subject to audit:
Directors’ emoluments, Non-executive Directors’ fees and benefits, Directors’ share options, Directors’ pensions and Pension arrangements.The other
parts of the Directors’ remuneration report including the performance graph are not subject to audit.
DIRECTORS’ REMUNERATION REPORT W&DB Annual Report 2003    33
CORPORATE GOVERNANCE
Statement of compliance with the provisions of the Combined Code
W&DB is committed to achieving high standards of corporate governance and to integrity and high ethical standards in all its business activities.The
Board considers that it has complied with Section 1 of the Combined Code throughout the period, and to the date of the report, with the following
exceptions:
 The Nomination Committee is formed on an ad hoc basis whenever required.
 Derek Andrew has a two-year rolling service contract. David Thompson’s two-year rolling service contract has been replaced by a new contract
settling at six months’ notice on 25 July 2003. Both are described in the Directors’ remuneration report.
Structure
The Board comprises four Non-executive Directors, one of whom is Chairman and five Executive Directors.The Non-executive Directors all
possess a wide range of skills and experience and all exercise independent judgement with the exception of David Thompson who, because of his
past experience as a long-serving Executive Director, cannot be considered independent. Peter Lipscomb, Deputy Chairman, has been appointed the
senior independent Non-executive Director. His experience and business interests ensure his independence from management.
The Board meets 12 times each year in the normal course of business and additionally as required. It has a formal schedule of matters reserved to it 
for approval ensuring that it considers strategic, financial, organisational and compliance matters with timely information provided in advance of each
meeting. All Directors receive within their Board papers details of the Group’s performance against budget and individual reports from the Chief
Executive, Finance Director and divisional managing directors.The Board also receives presentations from senior executives on a regular basis, which
provides an opportunity for formal discussions with senior managers.There is a clear division of roles and responsibilities between the Chairman and
the Chief Executive.
The Executive Committee, which comprises the five Executive Directors, meets weekly.The Board is briefed on the decisions reached by the
Committee including those involving risk management and health and safety issues.
All Directors have access to the advice and services of the Company Secretary and also to independent legal advice. On appointment to the Board 
all Executive Directors receive appropriate training; all Directors receive a full induction programme covering briefings and meetings with divisional
directors and senior management. All Directors are subject to election by shareholders at the first opportunity following appointment and to 
re-election at intervals not exceeding three years. Non-executive Directors are appointed for terms of three years.The Board considers that all
Directors bring an individual judgement to the Board’s deliberations in respect of strategy, performance, resources, key appointments and standards
of conduct. All Non-executive Directors are considered by the Board to be free from any business or other relationship which could interfere with
the exercise of their judgement.
All Board Committees have agreed terms of reference.
The Audit Committee comprises Miles Emley (Chairman), Lord Hodgson and Peter Lipscomb. It monitors the relationship with the Auditors, agrees
their scope of work and fees and reviews the results of the full year audit and the interim results each year. It also assesses annually the cost
effectiveness, objectivity and independence of the Auditors.
Board appointments are considered by the Nomination Committee which comprises David Thompson (Chairman), Miles Emley, Ralph Findlay and
Peter Lipscomb. It met once during the year for the appointment of Alistair Darby.
The Remuneration Committee comprises Peter Lipscomb (Chairman), Miles Emley and Lord Hodgson with Ralph Findlay in attendance if required.
It is responsible for agreeing contract terms, remuneration and benefits, including bonuses, for Executive Directors and, where appropriate, senior
executives. It is also responsible for the granting of share options under the Company’s share option schemes. 34 W&DB Annual Report 2003
CORPORATE GOVERNANCE
Communication
W&DB recognises the importance of maintaining a strong relationship with its shareholders as a key priority, with the annual report and interim
report as the principal media used, as well as regular institutional presentations, covering reports on trading, market conditions and strategy.W&DB
also maintains a website to provide up-to-date information on its operations and brands. All Company announcements are available on this 
site together with slides for analysts’ presentations.The annual general meeting, which is regularly attended by approximately 300 shareholders,
provides an important forum for communicating directly with shareholders and the opportunity for shareholders to raise questions with the Board.
At the annual general meeting the Chairman announces the results of proxy voting on each resolution after it has been dealt with on a show of hands.
Internal control
W&DB, as required by the Listing Rules of the Financial Services Authority, has complied with the Combined Code provisions on internal control.
The Executive Directors examine, and report to the Board as necessary, the procedures required to implement in full the guidance on internal
control produced by the Turnbull Committee. In addition, the Board has taken account of the Association of British Insurers guidelines on socially
responsible investment and in this respect has been registered on the FTSE4Good index.
The Board is responsible for the Group’s system of internal controls and for ensuring that information supplied to shareholders presents a balanced
assessment of the Group’s position. It has carried out these responsibilities throughout the year.
There is a weekly review by the Executive Directors and an annual review by the Board, of the risks faced by the Group.These cover financial,
operational and risk management issues – day-to-day control is implemented by divisional management teams which report to divisional managing
directors. In addition a workshop facilitated by PricewaterhouseCoopers LLP took place in March 2003 at which all senior managers and Executive
Directors considered the potential risks which could threaten achievement of the Group’s strategic plans and budgets. Specifically, the objectives of
the workshop were to:
 identify the range of risks faced and prioritise them;
 identify and assess the internal controls in place to manage the key risks; and
 develop action plans, where appropriate, to improve the response to the key risks identified.
The action plans were subsequently considered by Divisional Boards and by the Audit Committee and were reviewed by the Board.The plans
provide the basis of the Group’s response to all risks to which the Group is exposed and are reviewed on an ongoing basis.There is a continuous
process for identifying, evaluating and managing the risks facing the Group at the weekly Executive Directors’ meetings and at monthly briefing
meetings with the senior executive management group. Risk and litigation issues are also reviewed regularly by the Chief Executive and the Company
Secretary.
The principal elements of the system of internal control, which is designed to ensure there is an ongoing process to identify, evaluate and manage
the risks to which the Group is exposed, include:
 a management structure which clearly defines authority levels, responsibility and accountability;
 a detailed formal budgeting process for all Group activities with the annual Group budget being formally approved by the Board; and
 a process to ensure Board approval is given to all major investment and strategic plans including capital expenditure and development programmes.
Significant treasury, cash management and investment matters are reviewed and approved by the Board.
The Group’s system of internal controls can only manage rather than eliminate the risk of failure to achieve business objectives and can, therefore,
only provide reasonable and not absolute assurance against material mis-statement or loss. W&DB Annual Report 2003    35
Health and safety
The management of health and safety matters is based on the Health and Safety Executive’s management system HSG 65. All areas of the Group 
have been risk assessed and appropriate control measures implemented. Regular Safety Committee meetings are held throughout the Group and
independent experts such as the Royal Society for the Prevention of Accidents (RoSPA) and insurers are used.
Going concern
The Directors are confident, having reviewed the Group’s budget for the 53 weeks to 2 October 2004 and relevant plans beyond that date, that the
Group and the Company have adequate resources to continue in operation for the foreseeable future.This review included an analysis of business
operating plans, proposed capital expenditure and associated cash flow projections. It also included a comparison of results and ratios within the
Group’s committed borrowing facilities. It is therefore considered appropriate to adopt the going concern basis in preparing the financial statements.
By Order of the Board
Leslie Porter Secretary
3 December 2003 36 W&DB Annual Report 2003
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs 
of the Company and the Group 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;
 state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial
statements; and
 prepare the financial statements on the going concern basis.
The Directors consider that they have complied fully with the above requirements in preparing the financial statements on pages 38 to 62.
The Directors are also responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the financial position 
of the Company and the Group, and to enable them to ensure that financial statements comply with the Companies Act 1985.They are also
responsible for 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.
The maintenance and integrity of the Group’s website is the responsibility of the Directors; the work carried out by the Auditors does not involve
consideration of these matters and, accordingly, the Auditors accept no responsibility for any changes that may have occurred to the financial
statements, since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Leslie Porter Secretary
3 December 2003 W&DB Annual Report 2003    37
We have audited the financial statements which comprise the Group profit and loss account, the balance sheets, the Group cash flow statement, the statement of total Group
recognised gains and losses and the related notes.We have also audited the disclosures required by Part 3 of Schedule 7A to the Companies Act 1985 contained in the
Directors’ remuneration report (“the auditable part”).
Respective responsibilities of Directors and Auditors
The Directors’ responsibilities for preparing the annual report and the financial statements in accordance with applicable United Kingdom law and accounting standards are set
out in the statement of Directors’ responsibilities.The Directors are also responsible for preparing the Directors’ remuneration report.
Our responsibility is to audit the financial statements and the auditable part of the Directors’ remuneration report in accordance with relevant legal and regulatory requirements
and United Kingdom Auditing Standards issued by the Auditing Practices Board.This report, including the opinion, has been prepared for and only for the Company’s members
as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose.We do not, in giving this opinion, accept or assume responsibility for any other
purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
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 auditable part of the Directors’
remuneration report have been properly prepared in accordance with the Companies Act 1985.We also report to you if, in our opinion, the Directors’ report is not
consistent with the financial statements, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for
our audit, or if information specified by law regarding Directors’ remuneration and transactions is not disclosed.
We read the other information contained in the annual report and consider the implications for our report if we become aware of any apparent mis-statements or material
inconsistencies with the financial statements.The other information comprises only the Directors’ report, the unaudited part of the Directors’ remuneration report, the
Chairman’s statement, the Chief Executive’s review, the Financial review, the Corporate and social responsibility report, the Environmental policy report and the Corporate
governance statement.
We review whether the Corporate governance statement reflects the Company’s compliance with the seven provisions of the Combined Code specified for our review by
the Listing Rules of the Financial Services Authority, and we report if it does not.We are not required to consider whether the Board’s statements on internal control cover all
risks and controls, or to form an opinion on the effectiveness of the Group’s corporate governance procedures or its risk and control procedures.
Basis of audit opinion
We conducted our audit in accordance with 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 auditable part of the Directors’ remuneration report. 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 Company’s circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to
give reasonable assurance that the financial statements and the auditable part of the Directors’ remuneration report are free from material mis-statement, 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.
Opinion
In our opinion:
 the financial statements give a true and fair view of the state of affairs of the Company and the Group at 27 September 2003 and of the profit and cash flows of the
Group for the year then ended;
 the financial statements have been properly prepared in accordance with the Companies Act 1985; and
 those parts of the Directors’ remuneration report required by Part 3 of Schedule 7A to the Companies Act 1985 have been properly prepared in accordance with
the Companies Act 1985.
PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors
3 December 2003 Birmingham
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF
THE WOLVERHAMPTON & DUDLEY BREWERIES, PLC 38 W&DB Annual Report 2003
GROUP PROFIT AND LOSS ACCOUNT
2003 2002
Before Before
goodwill and Goodwill and goodwill and Goodwill and
exceptionalsexceptionals Total exceptionals exceptionals T otal
for the 52 weeks ended 27 September 2003 Notes £m £m £m £m £m £m
T urnover – continuing operations 2 490.5 – 490.5 505.6 – 505.6 
Trading expenses 3/4 (382.3) (11.7) (394.0) (396.5) (17.7) (414.2)
Operating profit – continuing operations 108.2 (11.7) 96.5 109.1 (17.7) 91.4 
Fixed asset disposals 4 – (1.8) (1.8) – 2.4 2.4
Profit on ordinary activities before interest 108.2 (13.5) 94.7 109.1 (15.3) 93.8 
Interest 6 (35.1) – (35.1) (35.1) –  (35.1)
Profit on ordinary activities before taxation 73.1 (13.5) 59.6 74.0 (15.3) 58.7 
Taxation 7 (23.0) 1.9 (21.1) (22.0) 5.0 (17.0)
Profit on ordinary activities after taxation 50.1 (11.6) 38.5 52.0 (10.3) 41.7 
Dividends paid and proposed 10 (23.3) (97.4)
Profit/(loss) for the period transferred 
to/(from) reserves 21 15.2 (55.7)
Earnings per share:
Basic earnings per share 11 53.0p 50.2p
Basic earnings per share before 
goodwill and exceptionals 11 68.9p 62.6p
Diluted earnings per share 11 52.5p 49.6p
Diluted earnings per share before 
goodwill and exceptionals 11 68.3p 61.9p W&DB Annual Report 2003    39
GROUP CASH FLOW STATEMENT
2003 2002
for the 52 weeks ended 27 September 2003 Notes £m £m £m £m
Net cash inflow from operating activities 22 130.9 135.7 
Returns on investments and servicing of finance
Interest received 0.6 1.4 
Interest paid (35.4) (34.0)
Arrangement cost of new bank facilities – (2.2)
Net cash outflow from returns on investments and servicing of finance (34.8) (34.8)
T axation (19.2) (16.8)
Capital expenditure and financial investment
Purchase of tangible fixed assets (47.9) (46.3)
Sale of tangible fixed assets 21.0 42.2 
Decrease in trade loans and other investments 5.4 16.8 
Net cash (outflow)/inflow for capital expenditure 
and financial investment (21.5) 12.7 
Equity dividends paid (22.0) (99.7)
Cash inflow/(outflow) before use of liquid resources and financing 33.4 (2.9)
Financing
Issue of ordinary share capital 2.4 5.6 
Purchase of ordinary share capital (7.5) (49.5)
Debt due within one year (57.7) (140.2)
Capital element of finance lease payments (0.3) (0.6)
Debt due beyond one year – bank loan 21.0 158.1 
Net cash outflow from financing (42.1) (26.6)
Decrease in cash in the period 23 (8.7) (29.5)
Reconciliation of net cash flow to movement in net debt
Decrease in cash in the period 23 (8.7) (29.5)
Cash outflow/(inflow) from decrease/(increase) in debt 37.0 (17.3)
Change in debt resulting from cash flows 23 28.3 (46.8)
Non-cash movements 23 (0.1) (0.1)
Movement in net debt in the period 28.2 (46.9)
Net debt at 29 September 2002 23 (496.9) (450.0)
Net debt at 27 September 2003 23 (468.7) (496.9) 40 W&DB Annual Report 2003
STATEMENT OF TOTAL GROUP RECOGNISED GAINS AND LOSSES
2003 2002
for the 52 weeks ended 27 September 2003 £m £m
Profit on ordinary activities after taxation 38.5 41.7
Total recognised gains relating to the period 38.5 41.7 
2003 2002
for the 52 weeks ended 27 September 2003 Notes £m £m
Profit on ordinary activities before taxation 59.6 58.7
Realisation of property revaluation gains of previous periods 21 1.8 5.2
Difference between the historical cost depreciation charge and the actual 
depreciation charge for the period calculated on the revalued amount 21 0.7 0.8 
Historical cost profit for the period on ordinary activities before taxation 62.1 64.7
Historical cost profit/(loss) for the period after taxation and dividends 17.7 (49.7)
GROUP NOTE OF HISTORICAL COST PROFITS AND LOSSES
RECONCILIATION OF MOVEMENTS IN GROUP 
SHAREHOLDERS' FUNDS
2003 2002
for the 52 weeks ended 27 September 2003 Notes £m £m
Profit on ordinary activities after taxation 38.5 41.7
Dividends 10 (23.3) (97.4)
Profit/(loss) for the period transferred to/(from) reserves 15.2 (55.7)
New share capital subscribed 2.7 5.6
Purchase of own share capital 20 (7.5) (49.5)
Contribution to QUEST 20 (0.3) (0.1)
Net addition/(reduction) to shareholders’ funds 10.1 (99.7)
Opening shareholders’ funds 449.9 549.6
Closing shareholders’ funds 460.0 449.9  W&DB Annual Report 2003    41
Group Company
2003 2002 2003 2002
as at 27 September 2003 Notes £m £m £m £m
Fixed assets
Intangible assets 12 108.7 117.2 – – 
Tangible assets 13 889.9 892.3 593.8 596.2 
Investments 14 27.1 32.5 3.8 6.0 
1,025.7 1,042.0 597.6 602.2 
Current assets
Stocks 15 12.5 13.0 – –
Debtors 16 37.2 34.5 598.1 568.8 
Cash at bank and in hand 11.9 14.6 41.8 46.5 
61.6 62.1 639.9 615.3 
Creditors – amounts falling due within one year 17 (183.2) (171.5) (408.1) (359.8)
Net current (liabilities)/assets (121.6) (109.4) 231.8 255.5 
T otal assets less current liabilities 904.1 932.6 829.4 857.7 
Creditors – amounts falling due after more than one year 18 (428.1) (467.6) (366.1) (403.7)
Deferred tax provision 8 (16.0) (15.1) (2.1) (2.2)
460.0 449.9 461.2 451.8 
Capital and reserves
Equity share capital 20 21.5 21.8 21.5 21.8 
Non-equity share capital 20 0.1 0.1 0.1 0.1 
Called-up share capital 20 21.6 21.9 21.6 21.9 
Share premium account 21 207.1 204.5 207.1 204.5 
Revaluation reserve 21 153.4 155.9 153.4 155.9 
Capital redemption reserve 21 5.7 5.3 5.7 5.3 
Profit and loss account 21 72.2 62.3 73.4 64.2 
Shareholders’ funds including 
non-equity interests of £0.1m (2002: £0.1m) 460.0 449.9 461.2 451.8 
Capital employed 460.0 449.9 461.2 451.8 
The financial statements on pages 38 to 62 were approved by the Board on 3 December 2003 and were signed on its behalf by:
Ralph Findlay Chief Executive
3 December 2003
BALANCE SHEETS 42 W&DB Annual Report 2003
1  Accounting policies
(a) Accounting convention
The accounts have been prepared under the historical cost convention, as modified by the revaluation of certain freehold and leasehold properties,
in accordance with applicable accounting standards.
The Group continues to follow the transitional arrangements permitted by FRS 17,“Post retirement benefits” and the additional disclosures are
presented in note 5 to these accounts.
(b) Basis of consolidation 
The Group accounts include the assets, liabilities and results for the period of the Company and its subsidiary undertakings.
(c) Turnover and other operating income
Turnover comprises sales, rents receivable from licensed properties and other trading income of the Group, exclusive of intra-Group transactions
and VAT. Other operating income comprises mainly rents from unlicensed properties.
(d) Stocks
Stocks are stated at the lower of cost and net realisable value. Cost includes direct materials and a proportion of appropriate overheads.
(e) Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed by the period-end balance sheet date which 
give rise to an obligation to pay more or less tax in the future.Timing differences are differences between the Group’s taxable profits and profits 
as stated in the accounts. Deferred tax assets and liabilities are not discounted and assets are only recognised where probable.
(f) T angible fixed assets
(i) Freehold and leasehold properties are stated at valuation or at cost. Plant, furnishings, equipment and other similar items are stated at cost.
(ii) Freehold buildings are depreciated to residual value on a straight line basis over 50 years.
(iii) Other tangible fixed assets are depreciated to residual value on a straight line basis at rates calculated to provide for the cost of the assets over
their anticipated useful lives. Leasehold properties are depreciated over the lower of the lease period and 50 years and other tangible assets over
periods ranging from three to 15 years.
(iv) Own labour directly attributable to capital projects is capitalised.
Valuation of properties
Trading properties are revalued professionally by independent valuers on a five-year rolling basis.When a valuation or expected proceeds are below
current carrying value the asset concerned is reviewed for impairment. Impairment losses are charged either to the revaluation reserve to the extent
that a previous gain has been recorded, or to the profit and loss account.
(g) Fixed asset disposals
Profit on fixed asset disposals is net sale proceeds less carrying value of the assets.
(h) Pensions
Pension costs for the Group’s final salary pension scheme are charged to the profit and loss account so as to spread the cost of pensions over the
average working life of employees, in accordance with the recommendations of independent qualified actuaries.Variations from the regular cost are
spread over the average remaining service lives of the employees.
Pension costs for the Group’s defined contribution pension scheme are charged to the profit and loss account in the period incurred.
NOTES TO THE ACCOUNTS W&DB Annual Report 2003    43
1  Accounting policies continued
(i) Investments in subsidiaries 
Investments in subsidiaries are stated at cost.
(j) Employee Share Ownership Plan (ESOP)
The assets of the trust are recognised as fixed asset investments until the shares have been vested unconditionally to specific employees.
Any permanent diminution in the value of the shares is recognised immediately as a charge to the profit and loss account.
(k) T rade loans
Trade loans provided to publicans who purchase from the Group are recorded as fixed asset investments.They are linked to supply terms and 
are of a long-term nature.Trade loans are held at the lower of the amount advanced and the recoverable amount.
(l) Goodwill
Goodwill arising on consolidation represents the excess of the fair value of the consideration given over the fair value of the identifiable net 
assets acquired. Goodwill is capitalised and amortised through the profit and loss account on a straight line basis over its useful economic life up 
to a presumed maximum of 20 years.The Directors consider the carrying value of goodwill and make appropriate adjustments to reflect the
disposal of certain assets to which it relates.Where goodwill is impaired, the charge is taken to the profit and loss account.
(m) Leases
Rental costs under operating leases are charged to the profit and loss account over the term of the lease.
The cost of assets held under finance leases is included within tangible fixed assets and depreciation is provided in accordance with the policy for the
class of asset concerned.The corresponding obligations under these leases are shown as creditors.The finance charge element of rentals is charged
to the profit and loss account as incurred.
(n) Financial instruments
The financial costs of debt instruments are held at cost and are charged to the profit and loss account over the term of the debt at a constant rate
on the carrying amount.
2  Segmental analysis
2003 2002
Operating Operating
profit before profit before
goodwill and Net goodwill and Net
T urnover exceptionals assets Turnover exceptionals assets
£m £m £m £m £m £m
Pathfinder Pubs 252.4 53.0 415.6 278.0 56.9 452.3 
The Union Pub Company 115.8 49.0 345.5 97.2 42.6 300.6 
WDB Brands 122.3 21.3 83.6 130.4 22.1 97.3 
Central costs – (15.1) 16.6 – (12.5) 15.1 
490.5 108.2 861.3 505.6 109.1 865.3 
Goodwill and exceptionals – (11.7) 108.7 – (17.7) 117.2 
Debt, tax, dividends and ESOP – – (510.0) – – (532.6)
490.5 96.5 460.0 505.6 91.4 449.9  44 W&DB Annual Report 2003
NOTES TO THE ACCOUNTS
2  Segmental analysis continued
2003 2002
Operating Operating
profit after Goodwill profit after Goodwill
goodwill and and Goodwill goodwill and and Goodwill
exceptionals exceptionals asset exceptionals exceptionals asset
£m £m £m £m £m £m
Pathfinder Pubs 50.6 2.4 33.9 54.0 2.9 36.3 
The Union Pub Company 47.0 2.0 23.7 38.3 4.3 25.7 
WDB Brands 16.1 5.2 7.5 16.5 5.6 9.5 
Central costs (17.2) 2.1 43.6 (17.4) 4.9 45.7 
96.5 11.7 108.7 91.4 17.7 117.2 
Turnover originates from operations in the UK and is not materially different from turnover by destination.
3  Trading expenses
2003 2002
£m £m
Change in stocks of finished goods and work in progress 0.7 0.1
Own work capitalised 0.8 0.8
Other operating income 2.5 4.9
Raw materials, consumables and excise duties (169.4) (182.9)
Depreciation (30.3) (28.9)
Employee costs (100.6) (107.6)
Hire of plant and machinery (2.2) (1.9)
Other operating lease rentals (5.6) (5.7)
Other operating charges (81.9) (80.4)
Income from fixed asset investments 0.5 0.7 
Goodwill amortisation (6.9) (7.2)
Goodwill impairment following fixed asset disposals (1.6) (6.1)
(394.0) (414.2)
Exceptional items of £3.2m (2002: £2.3m) are included in other operating charges and £nil (2002: £2.1m) within employee costs.
2003 2002
Fees paid to PricewaterhouseCoopers LLP: £m £m
Statutory audit fees, including £0.1m (2002: £0.1m) in respect of the Company 0.2 0.2
Other fees 0.4 0.8
Other fees payable to PricewaterhouseCoopers LLP were £0.1m (2002: £0.2m) for tax advisory services and £0.3m (2002: £0.6m) for other
advisory services. W&DB Annual Report 2003    45
4  Goodwill and exceptionals
2003 2002
£m £m
Operating items:
Goodwill amortisation 6.9 7.2
Exceptionals:
Goodwill impairment following fixed asset disposals 1.6 6.1 
Termination of supplier contract 3.2 –  
Costs of reorganisation and restructuring of brewery and management operations – 3.4 
Cost of share consolidation and purchase of own shares – 1.0 
11.7 17.7
Non-operating exceptional items:
Fixed asset disposals:
Loss/(profit) on disposals of fixed assets 1.8 (4.7)
Provision for loss on disposal of fixed assets – 2.3  
1.8 (2.4)
13.5 15.3 
Exceptional operating items relate to trading expenses. Of the £4.8m (2002: £10.5m), £3.2m (2002: £2.3m) related to other operating charges and
£nil (2002: £2.1m) related to employee costs.
Exceptional non-operating items in 2002 included a provision of £2.3m for the loss on disposal of Mansfield brewery. This has been completed in
2003 at its anticipated sales price. The exceptional tax credit relating to fixed asset disposals is £1.0m (2002: £1.7m).
Further details regarding exceptional items are given in the Financial review on pages 16 and 17.
5  Staff costs and Directors’ emoluments
2003 2002
£m £m
Wages and salaries 89.9 96.7
Social security costs 6.6 6.4
Pension costs 4.1 4.5
100.6 107.6
Staff costs include £nil (2002: £2.1m) which were classified as exceptional items. Directors’ emoluments are set out in the Directors’ remuneration
report on pages 25 to 32.
The average number of employees was: 2003 2002
Full-time 4,522 5,185
Part-time 6,515 7,384 46 W&DB Annual Report 2003
NOTES TO THE ACCOUNTS
5  Staff costs and Directors’ emoluments continued
Final Salary Pension Scheme
During the year, the Group operated a Final Salary Pension Scheme (defined benefit scheme) for employees who joined the scheme prior to 
29 September 1997.The funds of the final salary scheme are administered by trustees and are separate from the Group.The Group contribution
rate increased from 16.5% to 18.5% of pensionable salaries in April 2003. In September 2003, the Group contribution rate rose to 32.0% 
of pensionable salaries, following the recommendations of an independent qualified actuary.
The Final Salary Pension Scheme was closed to new entrants on 29 September 1997. A Group Personal Pension Plan has been made available 
to eligible employees since that date.
The latest scheme valuation of the Final Salary Pension Scheme conducted by an independent actuary for the Group was as at 1 September 2003.
The actuarial valuation was carried out using the projected unit method.The assumptions that have the most significant effect on the funding position
of the scheme are those relating to the differences between the long-term rate of investment return and the rates of increase in earnings.The
valuation as at 1 September 2003 assumed that the long-term investment return pre-retirement would exceed salary increases by 3.9% per annum
and price inflation by 4.9% per annum. It assumed that the long-term investment return after retirement would exceed salary increases by 2.1% per
annum and price inflation by 3.1% per annum.The market value of scheme assets was £135.3m, which was sufficient to cover 78.5% of members’
accrued benefits.The Group increased its contribution rate with effect from September 2003, in response to this shortfall.
The Group paid total contributions of £3.6m (2002: £3.6m) to the scheme during the period. As the scheme is closed to new entrants, it is
expected that the costs of benefits will steadily rise in the future, as the average age of members increases.
A provision of £3.0m (2002: £3.1m) is included in creditors representing the cumulative excess of pension costs charged to the profit and loss
account over the Group’s contributions paid.
Group Personal Pension Plan
The Group paid contributions of £0.3m (2002: £0.2m) to the Group Personal Pension Plan (defined contribution scheme) during the period.
FRS 17 Retirement Benefits disclosure
The Group operates a defined benefit scheme. An actuarial valuation for the purposes of FRS 17 was carried out at 27 September 2003 and 
28 September 2002 by a qualified independent actuary.The major assumptions used by the actuary were:
27 September 28 September
2003 2002
% per annum % per annum
Discount rate 5.4 5.5
Rate of increase in salaries 3.6 3.5
Rate of increase in pensions 2.6 2.5
Inflation assumption 2.6 2.5 W&DB Annual Report 2003    47
5  Staff costs and Directors’ emoluments continued
The assets in the scheme and the expected rate of return were:
Long-term Long-term
rate of return rate of return
expected at Value at expected at Value at
27 September 27 September 28 September 28 September
2003 2003 2002 2002
%£m %£m
Equities 6.9 99.9 7.0 90.8 
Bonds 5.1 30.2 5.5 22.1 
Other 4.6 0.4 4.5 5.1 
Total market value of assets 130.5 118.0 
Present value of scheme liabilities (211.3) (209.6)
Shortfall in scheme assets (80.8) (91.6)
Related deferred tax asset at 30% 24.2 27.5 
Pension shortfall (56.6) (64.1)
If the above pension shortfall was recognised in the financial statements, the Group’s net assets and profit and loss reserve would be as follows:
27 September 28 September
2003 2002
£m £m
Net assets before pension shortfall 460.0 449.9 
Reversal of SSAP 24 provision (net of deferred tax) 2.1 2.1 
Pension shortfall (56.6) (64.1)
Net assets after pension shortfall 405.5 387.9 
Profit and loss reserve before pension shortfall 72.2 62.3 
Reversal of SSAP 24 provision (net of deferred tax) 2.1 2.1 
Pension shortfall (56.6) (64.1)
Profit and loss reserve after pension shortfall 17.7 0.3  5  Staff costs and Directors’ emoluments continued
The following amounts would have been recognised in the performance statements under the requirements of FRS 17:
2003 2002
£m £m
Operating profit
Current service cost 2.8 2.3 
Total operating charge 2.8 2.3 
Other finance income
Expected return on pension scheme assets 7.8 10.2 
Interest on pension scheme liabilities (11.5) (10.4)
Net return (3.7) (0.2)
Statement of total recognised gains and losses (STRGL)
Actual return less expected return on pension scheme assets 5.8 (35.3)
Experience gains and losses arising on the scheme liabilities 15.0 (7.9)
Changes in assumptions underlying the present value of scheme liabilities (7.1) (18.3)
Actuarial gain/(loss) recognised in the STRGL 13.7 (61.5)
Movement in shortfall during the period
Shortfall in scheme at the beginning of the period (91.6) (31.2)
Movement in the period:
Current service cost (2.8) (2.3)
Contributions 3.6 3.6 
Other finance costs (3.7) (0.2)
Actuarial gain/(loss) 13.7 (61.5)
Shortfall in scheme at the end of the period (80.8) (91.6)
Details of experience gains and losses for the period to 27 September 2003
Difference between the expected and the actual return on scheme assets:
Amount £5.8m (£35.3m) 
Percentage of scheme assets 4.4% (29.9%) 
Experience gains and losses on scheme liabilities:
Amount £15.0m (£7.9m) 
Percentage of the present value of scheme liabilities 7.1% (3.8%) 
Total amount recognised in the STRGL:
Amount £13.7m (£61.5m) 
Percentage of the present value of scheme liabilities 6.5% (29.3%) 
48 W&DB Annual Report 2003
NOTES TO THE ACCOUNTS W&DB Annual Report 2003    49
6  Interest and similar items
2003 2002
£m £m
Bank interest payable 20.2 20.7 
Debenture interest payable 16.1 16.1 
Unwinding of premium (2.1) (2.4)
Other interest payable 0.1 0.2 
Bank arrangement costs 0.9 1.0 
Interest receivable (0.1) (0.5)
35.1 35.1
7  Taxation
2003 2002
£m £m
The charge to the profit and loss account comprises:
Current tax:
Corporation tax on profits for the period 21.2 21.1 
Adjustment in respect of prior periods (1.0) (4.7)
20.2 16.4 
Deferred tax 0.9 0.6 
21.1 17.0 
The actual tax rate for the period is higher (2002: lower) than the standard rate of corporation tax in the UK (30%).The differences are explained below:
2003 2002
£m £m
Profit on ordinary activities before taxation 59.6 58.7 
Profit on ordinary activities before taxation multiplied by the 
standard rate of UK corporation tax of 30% (2002: 30%) 17.9 17.6 
Effects of:
Adjustments to tax in respect of prior periods (1.0) (4.7)
Costs not deductible for tax purposes 4.2 4.0 
Pension cost charge in excess of pension cost relief – 0.1 
(Excess)/deficit of capital allowances over depreciation (0.3) 0.3 
Other timing differences (0.6) (0.9)
20.2 16.4  50 W&DB Annual Report 2003
NOTES TO THE ACCOUNTS
8 Deferred tax provision
Group Company
2003 2002 2003 2002
£m £m £m £m
The amount provided in respect of deferred tax is as follows:
Excess of capital allowances over accumulated depreciation 21.4 21.1 2.3 2.3 
Other timing differences (4.5) (5.1) (0.2) (0.1)
Accrued pension costs (0.9) (0.9) – –
16.0 15.1 2.1 2.2 
Group Company 
£m £m 
At 29 September 2002 15.1 2.2 
Transfer to/(from) profit and loss account 0.9 (0.1)
At 27 September 2003 16.0 2.1 
Deferred tax has been calculated at the tax rates expected to apply in the periods in which timing differences reverse, based on tax rates and laws
enacted at the balance sheet date.
No provision has been made for deferred tax on gains recognised on revaluing properties to their market value or on the sale of properties where
potentially taxable gains have been rolled over into replacement assets. Such tax would only become payable if the properties were sold without it
being possible to claim rollover relief. The total amount unprovided for, after offsetting available capital losses, is estimated at £40.7m. At present, it is
not envisaged that any such tax will become payable in the foreseeable future.
9  Profit after taxation
As permitted by the Companies Act 1985 a separate profit and loss account for the Company has not been prepared.The profit after taxation dealt
with in the accounts of the Company was £37.8m (2002: £22.7m).
10 Dividends
2003 2002 
£m £m 
Ordinary shares
Interim paid 10.90p per share net (2002: 9.90p) 7.9 8.0 
Final proposed 21.20p per share net (2002: 19.25p) 15.4 14.1 
Total dividends (excluding special dividend) 32.10p per share net (2002: 29.15p) 23.3 22.1
Special dividend paid nilp per share net (2002: 80.00p) – 75.3 
Total dividends on ordinary shares 32.10p per share net (2002: 109.15p) 23.3 97.4 
Preference shares
Interim dividend paid 3.00p per share net (2002: 3.00p) – –
Final proposed 4.00p per share net (2002: 4.00p) – –
Dividend on preference shares 7.00p per share net (2002: 7.00p net) totalled £5,250 (2002: £5,250) – –
Total dividends 23.3 97.4  W&DB Annual Report 2003    51
11 Earnings per ordinary share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary
shares in issue during the period, excluding those held in the Employee Share Ownership Plan (ESOP , see note 14) which are treated as cancelled.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential
ordinary shares.These represent share options granted to employees where the exercise price is less than the weighted average market price of the
Company’s shares during the period.
Supplementary earnings per share figures are presented.These exclude the effects of exceptionals and goodwill amortisation.The Directors consider
that the supplementary figures provide a useful additional indication of performance.
2003 2002
Weighted Weighted
average average
number of Per share number of Per share
Earnings shares amount Earnings shares amount
£m m p £m m p
Basic earnings per share 38.5 72.7 53.0 41.7 83.1 50.2 
Effect of dilutive options – 0.7 – –      0.9 – 
Diluted earnings per share 38.5 73.4 52.5 41.7 84.0 49.6 
Supplementary earnings per share figures:
Basic earnings per share 38.5 72.7 53.0 41.7 83.1 50.2 
Effect of:
Exceptionals 4.7 6.43.1 3.7 
Goodwill amortisation 6.9 9.57.2 8.7 
Basic earnings per share before 
goodwill and exceptionals 50.1 72.7 68.9 52.0 83.1 62.6 
Diluted earnings per share 38.5 73.4 52.5 41.7 84.0 49.6 
Effect of:
Exceptionals 4.7 6.43.1 3.7 
Goodwill amortisation 6.9 9.47.2 8.6 
Diluted earnings per share before 
goodwill and exceptionals 50.1 73.4 68.3 52.0 84.0 61.9  12  Intangible assets
Goodwill
Group £m
Cost 
At 29 September 2002 177.6 
At 27 September 2003 177.6
Amortisation
At 29 September 2002 60.4 
Goodwill impairment following fixed asset disposals 1.6 
Amortisation for the period 6.9 
At 27 September 2003 68.9
Net book value
At 27 September 2003 108.7
At 28 September 2002 117.2 
Following the disposal of certain fixed assets, an impairment review of the remaining goodwill was undertaken in order to reduce it to its estimated
residual value.This resulted in an impairment charge of £1.6m (2002: £6.1m).
13  Tangible fixed assets
Leasehold properties Fixtures,
Over Under fittings,
Freehold 50 years 50 years Plant and tools and
properties unexpired unexpired machinery equipment T otal
Group £m £m £m £m £m £m
Cost or valuation
At 29 September 2002 714.8 33.9 31.1 25.3 170.9 976.0
Additions 16.4 0.1 0.3 1.4 32.3 50.5
Disposals (17.3) (0.8) (2.2) (6.3) (11.7) (38.3)
At 27 September 2003 713.9 33.2 29.2 20.4 191.5 988.2
Depreciation
At 29 September 2002 17.6 0.5 5.1 7.9 52.6 83.7
Charge for the period 4.5 0.4 1.4 3.0 21.0 30.3
Depreciation on disposals (4.0) (0.1) (0.6) (3.7) (7.3) (15.7)
At 27 September 2003 18.1 0.8 5.9 7.2 66.3 98.3
Net book value
At 27 September 2003 695.8 32.4 23.3 13.2 125.2 889.9
At 28 September 2002 697.2 33.4 26.0 17.4 118.3 892.3
52 W&DB Annual Report 2003
NOTES TO THE ACCOUNTS 13  Tangible fixed assets continued
Leasehold properties Fixtures,
Over Under fittings,
Freehold 50 years 50 years Plant and tools and
properties unexpired unexpired machinery equipment T otal
Company £m £m £m £m £m £m
Cost or valuation
At 29 September 2002 559.6 24.4 28.4 – – 612.4 
Additions 16.4 0.1 0.3 – – 16.8
Disposals (11.7) (0.8) (2.2) – – (14.7)
At 27 September 2003 564.3 23.7 26.5 – – 614.5
Depreciation
At 29 September 2002 10.7 0.5 5.0 – – 16.2 
Charge for the period 3.6 0.3 1.4 – – 5.3
Depreciation on disposals (0.1) (0.1) (0.6) – – (0.8)
At 27 September 2003 14.2 0.7 5.8 – – 20.7
Net book value
At 27 September 2003 550.1 23.0 20.7 – – 593.8
At 28 September 2002 548.9 23.9 23.4 – – 596.2 
Group Company
2003 2002 2003 2002 
Group and Company £m £m £m £m 
Cost or valuation of properties comprises:
Valuation 297.8 313.8 304.6 313.8 
At cost 478.5 466.0 309.9 298.6 
776.3 779.8 614.5 612.4 
At 2 October 1999, Chesterton International plc, Chartered Surveyors, revalued the Group’s breweries and maltings on the basis of depreciated
replacement cost.The remainder of the Group’s estate was also revalued on 2 October 1999 by Christie & Co, Chartered Surveyors, on the basis 
of open market value for existing use.
The Mansfield estate was revalued on 22 December 1999 by Christie & Co, Chartered Surveyors, on the basis of open market value for existing
use. Industrial properties were revalued by Chesterton International plc, Chartered Surveyors, on the basis of depreciated replacement cost.
Cost at 27 September 2003 includes £1.6m (2002: £4.4m) of assets in the course of construction.
Capital expenditure authorised and committed but not provided in the accounts was £6.6m (2002: £2.0m). If the freehold and leasehold properties
had not been revalued, the historical net book value would be £598.1m (2002: £600.7m).
W&DB Annual Report 2003    53 14 Fixed asset investments 
Trade Other Own
loans Investments loans shares T otal
Group £m £m £m £m £m
At 29 September 2002 27.5 0.1 0.2 4.7 32.5 
Additions 5.9 – 0.5 – 6.4 
Disposals, repayments and provisions (9.1) (0.1) (0.2) (2.4) (11.8)
At 27 September 2003 24.3 – 0.5 2.3 27.1 
Subsidiary Other Own
undertakings Investments loans shares T otal
Company £m £m £m £m £m
At 29 September 2002 1.0 0.1 0.2 4.7 6.0 
Additions – – 0.5 – 0.5 
Disposals, repayments and provisions – (0.1) (0.2) (2.4) (2.7)
At 27 September 2003 1.0 – 0.5 2.3 3.8 
The market value of listed investments held at 27 September 2003 was £3.0m (2002: £4.5m) including own shares held.
The principal subsidiary companies are:
Country of Nature of Number of %
registration business shares held held Class of share
Wolverhampton & Dudley Breweries (Trading) Limited England Pub retailer and brewer 1,000 100 Ordinary £5 shares
W. & D. PLC England Holding company 50,000 100 Ordinary £1 shares
W&DB (Finance) PLC England Holding company 50,000 100 Ordinary £1 shares
Banks’s Brewery Insurance Limited Guernsey Insurance 1,000,000 100 Ordinary £1 shares
Details of the principal operating subsidiaries by type of business are set out above. A complete list of subsidiary undertakings is available at the
Company’s registered office. All subsidiaries have been included in the consolidated financial statements.
In the period ended 3 October 1998 the Group established an Employee Share Ownership Plan (ESOP). Included within fixed asset investments 
is £2.3m (2002: £4.7m) relating to the purchase of 0.4m (2002: 0.8m) ordinary shares of 29.5p (2002: 29.5p) which are held in the ESOP , pursuant
to the Company’s Executive Share Option Schemes.The trustee of the ESOP was the Company’s wholly owned subsidiary Banks’s Brewery
Insurance Limited until 11 June 2003 when it transferred to Pershing Keen Nominees Limited.The market value of the shares shown above as at 
27 September 2003 is £3.0m (2002: £4.5m).
As at 27 September 2003, share options totalling 0.4m were outstanding to the members of the Executive Share Option Schemes over the shares 
in the trust.The options are exercisable at prices between 518p and 604p per share between 2003 and 2013.The Directors’ interests in the shares
in the trust are disclosed in the Directors’ report. Dividends on the shares have been waived by the Trust.
54 W&DB Annual Report 2003
NOTES TO THE ACCOUNTS 15  Stocks
Group Company
2003 2002 2003 2002
£m £m £m £m
Raw materials and consumables 5.4 5.2 – –
Work in progress 0.4 0.4 – –
Finished goods 6.7 7.4 – –
12.5 13.0 – –
16  Debtors
Group Company
2003 2002 2003 2002
£m £m £m £m
Amounts falling due within one year:
Trade debtors 28.1 23.4 – –
Amounts owed by Group undertakings – – 573.7 566.9
Other debtors 3.6 0.9 – –
Prepayments and accrued income 5.5 10.2 0.9 1.9
Dividends due from Group undertakings – – 23.5 –
37.2 34.5 598.1 568.8
17  Creditors
Group Company
2003 2002 2003 2002
£m £m £m £m
Amounts falling due within one year:
Bank overdraft 6.0 – 6.0 –
Bank loans 58.6 57.5 58.6 57.5
Loan stock 0.1 0.1 0.1 0.1
Other loans – 0.1 – –
Trade creditors 31.4 32.6 – –
Finance leases – 0.3 – –
Amount owed to Group undertakings – – 315.5 277.8
Corporation tax 12.2 11.2 4.0 3.0
Other taxation and social security payable 15.5 14.9 – –
Other creditors 15.4 13.1 – –
Accruals and deferred income 28.6 27.6 8.5 7.3
Dividends payable 15.4 14.1 15.4 14.1
183.2 171.5 408.1 359.8
W&DB Annual Report 2003    55 56 W&DB Annual Report 2003
NOTES TO THE ACCOUNTS
18 Creditors
Group Company
2003 2002 2003 2002
£m £m £m £m
Amounts falling due after more than one year:
Debenture loans 218.0 217.9 168.2 168.1
Bank loans 197.9 235.6 197.9 235.6
Other creditors 12.2 14.1 – –
428.1 467.6 366.1 403.7
Other creditors’ maturity profile is as follows: due between one and two years £1.9m (2002: £2.0m), two and five years £4.7m (2002: £5.1m) and
greater than five years £5.6m (2002: £7.0m).
19  Financial instruments
Financial instruments
The Group’s financial instruments, other than derivatives, comprise debentures, preference shares, bank borrowings (loans and overdrafts), other
loans, finance leases and cash.The main purpose of these financial instruments is to raise finance for the Group’s operations.The Group has various
other financial instruments such as trade debtors and trade creditors that arise directly from its operations, which have not been included in the
following disclosures.
The only derivatives that the Group enters into are interest rate swaps and other interest rate hedging instruments.The purpose of these
transactions is to manage the interest rate risks arising from the Group’s operations and its sources of finance.
It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments shall be undertaken.
The main risks arising from the Group’s financial instruments are interest rate risk and liquidity risk.The Board regularly reviews and agrees policies
for managing each of these risks and they are summarised below.
Interest rate risk
The Group finances its operations through a mixture of retained profits, debentures and bank borrowings.The Group borrows at both fixed and
floating rates of interest and then uses interest rate swaps to generate the desired interest profile and to manage the Group’s exposure to interest
rate fluctuations.
The Group’s aim is to reduce the risk of exposure to market rate fluctuations in interest movements in the medium term.
Liquidity risk
The Group’s policy is to ensure continuity of funding and in particular to ensure that debt requirements for the medium term are available 
through committed facilities. In addition, having regard to the longevity of the Group’s assets, secured debentures are regarded as being suitable 
debt instruments.
Short-term flexibility is achieved by the use of overdraft facilities and other uncommitted facilities.
Currency risk
The Group has no material exposure to currency rate risk. W&DB Annual Report 2003    57
19  Financial instruments continued
Interest rate risk profile of financial liabilities
The interest rate risk profile of the Group’s financial liabilities after taking account of interest rate swaps was:
2003 2002
Floating Fixed Floating Fixed
rate rate rate rate
financial financial financial financial
liabilities liabilities T otal liabilities liabilities T otal
£m £m £m £m £m £m
Sterling
Bank overdraft 6.0 – 6.0 – – – 
Debentures and loan stock – 218.1 218.1 – 218.0 218.0 
Bank revolving credit facility 71.5 39.5 111.0 90.1 – 90.1 
Bank term loans – 145.5 145.5 18.0 185.0 203.0 
Other loans ––– – 0.1 0.1 
Finance leases ––– – 0.3 0.3 
Preference shares – 0.1 0.1 – 0.1 0.1 
77.5 403.2 480.7 108.1 403.5 511.6 
The effect of the Group’s interest rate swaps is to treat £185.0m (2002: £185.0m) of borrowings in the table above as fixed. Floating rate
borrowings bear interest based on LIBOR.The Group’s debentures are secured by a floating charge in favour of the Law Debenture Trust
Corporation Plc, over the whole of the undertaking, property and assets of the Company, both present and future.
2003 2002
Fixed rate financial liabilities Fixed rate financial liabilities
Weighted Weighted
average average
Weighted period Weighted period
average for which average for which
interest rate rate is fixed interest rate rate is fixed
% Years % Y ears
Sterling 6.6 11 7.2 10
Maturity of financial liabilities
The maturity profile of the Group’s financial liabilities was as follows:
2003 2002
Group Company Group Company
£m £m £m £m
Due within one year 64.7 64.7 58.0 57.5 
Due between one and two years 197.9 197.9 58.6 58.6 
Due between two and five years – – 177.0 177.0 
After five years 218.1 168.3 218.0 168.2 
480.7 430.9 511.6 461.3 
An amount of £111.0m (2002: £90.0m) has been drawn under a revolving credit facility expiring in December 2004. It has been categorised as
repayable between one and two years (2002: two and five years). 19  Financial instruments continued
Financial assets
The Group held the following financial assets:
2003 2002
£m £m
Sterling
Cash 11.9 14.6
Trade loans 24.3 27.5
36.2 42.1
In common with other major brewers the Group makes trade loans to publicans who purchase our beers.The interest rate terms of loan and
supply terms for beer purchases are all inter-related and vary between customers.The benefit of trade loans should, therefore, not be viewed solely
in terms of interest rates.The interest rate profile of trade loans was as follows:
2003 2002
£m £m
Fixed 3.9 7.6
Floating 20.4 19.9
24.3 27.5
The fixed rate trade loans had a weighted average interest rate of 0.6% (2002: 1.0%) and a weighted average period of 11 years (2002: 11 years).
The reference rate for floating rate trade loans is mainly UK base rates.
Borrowing facilities
The Group has the following undrawn committed borrowing facilities available:
2003 2002
£m £m
Expiring between one and two years 63.0 –
Expiring after two years – 84.0
63.0 84.0
58 W&DB Annual Report 2003
NOTES TO THE ACCOUNTS 19  Financial instruments continued
Fair values of financial assets and liabilities
Set out below is a comparison by category of book values and fair values of the Group’s financial assets and liabilities:
2003 2002
Primary financial instruments held or issued to Book value Fair value Book value Fair value
finance the Group’s operations £m £m £m £m
Bank overdraft 6.0 6.0 – – 
Debentures and loan stock 218.1 274.4 218.0 294.9 
Bank revolving credit facility 111.0 111.5 90.1 92.3 
Bank term loans 145.5 146.1 203.0 208.7 
Other loans – – 0.1 0.1 
Finance leases – – 0.3 0.3 
Preference shares 0.1 0.1 0.1 0.5 
Cash (11.9) (11.9) (14.6) (14.6)
468.8 526.2 497.0 582.2 
Derivative financial instruments held to manage interest costs
Interest rate swaps – (7.7) – (11.7)
The fair value of the interest rate swaps, which has no book value, has been determined by reference to prices available from the markets on which
the instruments involved are traded.Trade loans are excluded from the fair value table as they are linked to customer supply terms. All other fair
values have been calculated by discounting cash flows at prevailing interest rates.
Hedges
As explained above, the Group’s policy is to hedge interest rate risk using interest rate swaps. Gains and losses on instruments used for hedging are
not recognised until the exposure that is being hedged is itself recognised.
Unrecognised gains and losses on instruments used for hedging are as follows:
Unrecognised gains/(losses)
Gains (Losses) T otal
£m £m £m
Gains/(losses) on hedges at 29 September 2002 – (11.7) (11.7)
Arising in the period 0.3 3.7 4.0 
Gains/(losses) on hedges at 27 September 2003 0.3 (8.0) (7.7)
of which:
Expected to be recognised within one year 0.1 (6.8) (6.7)
Expected to be recognised in greater than one year 0.2 (1.2) (1.0)
Other instruments
Additional disclosure on financial instruments is made in the Financial review on pages 16 and 17.
Throughout the year the Group adhered to the financial instruments policy given by the Board.
W&DB Annual Report 2003    59 20  Share capital (Group and Company)
Authorised Issued and fully paid
2003 2002 2003 2002
Number Value Number Value Number Value Number Value
m£m m£m m£m m£m
Preference shares of £1 each 
(non-equity) 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1
Ordinary shares of 29.5p each 
(equity) 120.0 30.0 120.0 30.0 73.1 21.5 73.8 21.8
Closing balance 30.1 30.1 21.6 21.9
Ordinary share capital movements during the period were:
Number Value
m£m
At 29 September 2002 73.8 21.8
Allotted under share option schemes 0.4 0.1
Allotted to QUEST 0.1 – 
Purchase of own shares (1.2) (0.4)
At 27 September 2003 73.1 21.5
A total of 0.4m ordinary shares were issued during the 52-week period ended 27 September 2003 pursuant to the exercise of executive and SAYE
share options at exercise prices ranging from 277.0p to 683.5p.The aggregate consideration in respect of these exercises was £2.0m.
Ordinary shares of 0.1m were subscribed for by the Company’s Qualifying Share Ownership Trust (QUEST), at a market value of £0.7m.These
shares were allocated to employees in satisfaction of options exercised under the Group’s SAYE Share Option Scheme.The Company provided
£0.3m to the QUEST for this purpose.The cost of this contribution has been transferred by the Company directly to the profit and loss account
reserve.
The Company purchased some of its 29.5p nominal value ordinary shares during the period.The purchase consideration was taken from the profit
and loss account reserve.The Company’s share capital has been reduced by the nominal value of the shares purchased and the capital redemption
reserve correspondingly increased.
The own shares purchased were as follows:
Percentage of
Company’s issued
Number of share capital at Cost per Total
shares that time share consideration
m% p £m
February 2003 0.2 0.3 533.5 1.3
March 2003 0.5 0.6 548.0 2.7
June 2003 0.1 0.1 675.0 0.5
July 2003 0.2 0.3 680.0 1.3
September 2003 0.2 0.3 710.0 1.7
1.2 7.5
60 W&DB Annual Report 2003
NOTES TO THE ACCOUNTS 20  Share capital (Group and Company) continued
The 0.1m preference shares of £1 each carry the right to a fixed preferential dividend.They participate in the event of a winding-up and carry the
right to attend and to vote at general meetings of the Company.
As at 27 September 2003 there were 1.4m (2002: 2.1m) executive share options outstanding at prices from 325.5p to 683.5p per share exercisable
between 2003 and 2013 and 1.0m (2002: 1.1m) SAYE options outstanding at prices from 277.0p to 554.0p per share exercisable between 2003 and
2011. See pages 28 and 29 for details of Directors’ share options.
21 Reserves
Group Company 
Share Capital Profit Share Capital Profit
premium Revaluation redemption and loss premium Revaluation redemption and loss
account reserve reserve account account reserve reserve account
£m £m £m £m £m £m £m £m
At 29 September 2002 204.5 155.9 5.3 62.3 204.5 155.9 5.3 64.2
Premium arising on issue of shares 2.6 – – – 2.6 – – – 
Purchase of own shares – – 0.4 (7.5) – – 0.4 (7.5)
Disposal of properties – (1.8) – 1.8 – (1.8) – 1.8 
Transfer of additional depreciation 
charge on revalued properties – (0.7) – 0.7 – (0.7) – 0.7 
Contribution to QUEST – – – (0.3) – – – (0.3)
Profit for the period – – – 15.2 – – – 14.5
At 27 September 2003 207.1 153.4 5.7 72.2 207.1 153.4 5.7 73.4
22  Reconciliation of operating profit to net cash inflow from operating activities
2003 2002
£m £m
Total operating profit 96.5 91.4 
Goodwill amortisation 6.9 7.2 
Income from fixed asset investments (0.5) (0.7)
Depreciation charge 30.3 28.9 
(Decrease)/increase in pension cost provision (0.1) 0.3 
Decrease in stocks 0.5 1.0 
(Increase)/decrease in debtors (3.0) – 
(Decrease)/increase in creditors (1.3) 1.1 
Exceptional operating charges with no cash impact 1.6 6.5 
Net cash inflow from operating activities 130.9 135.7 
W&DB Annual Report 2003    61 23  Analysis of net debt
Non-cash
2003 Cash flow flow 2002
£m £m £m £m
Cash
Cash at bank and in hand 11.9 (2.7) – 14.6 
Bank overdraft (6.0) (6.0) – – 
5.9 (8.7) – 14.6 
Debt due within one year
Loan stock (0.1) – – (0.1)
Bank loans (58.6) 57.6 (58.7) (57.5)
Other loans – 0.1 – (0.1)
Finance leases – 0.3 – (0.3)
(58.7) 58.0 (58.7) (58.0)
Debt due after one year
Bank loans (197.9) (21.0) 58.7 (235.6)
Debenture loans (218.0) – (0.1) (217.9)
(415.9) (21.0) 58.6 (453.5)
(468.7) 28.3 (0.1) (496.9)
24  Operating lease commitments
At 27 September 2003 the Group was committed to making the following payments during the next year in respect of operating leases:
Land and buildings Other
2003 2002 2003 2002
£m £m £m £m
Leases which expire:
Within one year – – 0.1 0.3
Within two to five years – 0.1 1.5 1.1
After five years 4.7 5.4 – – 
4.7 5.5 1.6 1.4
25  Post balance sheet event
The Company purchased a total of 0.7m of its own shares for consideration of £4.7m on 30 September 2003 and 1 October 2003.
62 W&DB Annual Report 2003
NOTES TO THE ACCOUNTS W&DB Annual Report 2003    63
SHAREHOLDER INFORMATION
Financial calendar
Current financial period ended 27 September 2003
Next financial period ends 2 October 2004
Announcements
Half-year results 21 May 2004
Full-year results 1 December 2004
Dividend payment dates
Preference shares
Final dividend 31 December 2003
Interim dividend 25 June 2004
Ordinary shares
Final dividend 30 January 2004
Interim dividend 25 June 2004
Debenture interest payment dates
£20m 11
1
⁄2% Mansfield debenture 1 April 2004
stock 2010 1 October 2004
£15m 10
1
⁄4% debenture stock 2012 25 March 2004
25 September 2004
£125m 6
1
⁄2% debenture stock 2019 18 December 2003
18 June 2004
£30m 7
1
⁄4% debenture stock 2027 31 December 2003
30 June 2004
£30m 6.875% Mansfield debenture 28 February 2004
stock 2028 28 August 2004
Annual general meeting 23 January 2004
Advisers
Company Secretary and registered office
Leslie Porter ACIS
PO Box 26, Park Brewery,Wolverhampton WV1 4NY
Registrar and transfer office
Capita Registrars Limited, Northern House,Woodsome Park, Fenay Bridge
Huddersfield HD8 0LA
www.capitaregistrars.com
Auditors
PricewaterhouseCoopers LLP , Temple Court, Birmingham B4 6JT
Merchant bankers
N M Rothschild & Sons Limited, New Court, St Swithin’s Lane, London EC4P 4DU
Solicitors
Bond Pearce, Marsh House, 11 Marsh Street, Bristol BS99 7BB
DLA, Bridgewater House, 101 Barbirolli Square, Manchester M2 3DL
Freshfields Bruckhaus Deringer, 65 Fleet Street, London EC4Y 1HS
Stockbrokers
Hoare Govett Limited, 250 Bishopsgate, London EC2M 4AA
T otal number of shares held by all shareholders
Number of Number of % of active
Holding range holders shares held shares held
1–100 2,333 100,535 29.5
101–500 2,206 586,266 27.9
501–1,000 1,145 861,115 14.5
1,001–2,000 917 1,312,524 11.6
2,001–5,000 637 1,967,961 8.0
5,001–50,000 521 7,477,781 6.6
50,001–100,000 60 4,255,653 0.7
100,001+ 98 56,119,950 1.2
T otal 7,917 72,681,785 100.0 Notice is hereby given that the one hundred and sixteenth annual general meeting of The Wolverhampton & Dudley Breweries, PLC will be held 
at Edgbaston Cricket Ground, Edgbaston, Birmingham B5 7QU on Friday 23 January 2004 at 1200 hours for the following purposes:
Ordinary business
1 To receive and to adopt the Company’s accounts, and the reports of the Directors and Independent Auditors for the 52 weeks ended
27 September 2003.
2 To declare and to confirm dividends.
3 To elect Alistair Darby as a Director.
4 To re-elect David Thompson as a Director.
5 To re-elect Ralph Findlay as a Director.
6 To appoint PricewaterhouseCoopers LLP as Independent Auditors of the Company and to authorise the Directors to fix their remuneration.
Special business
To propose the following as ordinary resolutions:
7 To approve the Directors’ remuneration report for the year ended 27 September 2003 as set out on pages 25 to 32 of the annual report 2003.
8 That The Wolverhampton & Dudley Breweries, PLC 2004 Executive Share Option Scheme 2004 (the “Scheme”), the provisions of which are
summarised in the Appendix to the circular to shareholders dated 10 December 2003, and to be constituted by the rules produced in draft 
to this meeting and for the purposes of identification initialled by the Chairman hereof, be approved and the Directors be authorised to do 
all acts and things necessary to operate the Scheme, and to vote and be counted in a quorum on any matter connected with the Scheme
notwithstanding that they may be interested in the same, except that no Director may vote or be counted in a quorum in respect of his own
participation in the Scheme and any provisions of the articles of association of the Company be and are hereby relaxed to that extent
accordingly.
9 That the rules of The Wolverhampton & Dudley Breweries, PLC Long Term Incentive Plan 2004 (the “LTIP”) referred to in the circular to
shareholders dated 10 December 2003 and produced in draft to the meeting and for the purposes of identification initialled by the Chairman,
be approved and the Directors be authorised to make such modifications to the LTIP as they may consider necessary to take account of the
requirements of the UK Listing Authority and best practice, to adopt the LTIP as so modified and do all acts and things necessary to operate the
LTIP , and to vote and be counted in a quorum on any matter connected with the LTIP notwithstanding that they may be interested in the same,
except that no Director may be counted in a quorum or vote in respect of his own participation, and any provisions of the articles of association
of the Company be and are hereby relaxed to that extent accordingly.
10 That the Board be and it is hereby generally and unconditionally authorised pursuant to Section 80 of the Companies Act 1985 to exercise all
powers of the Company to allot relevant securities (within the meaning of Section 80 of the Companies Act 1985) up to an aggregate nominal
amount of £7,187,162 provided that this authority shall expire at the conclusion of the next annual general meeting of the Company after the
passing of this resolution or, if earlier, 22 April 2005, save that the Company may before such expiry make an offer or agreement which would 
or might require relevant securities to be allotted after such expiry and the Board may allot relevant securities in pursuance of such an offer or
agreement as if the authority conferred hereby had not expired.
64 W&DB Annual Report 2003
The Wolverhampton & Dudley Breweries, PLC notice of meeting To propose the following as special resolutions:
11 That subject to the passing of the previous resolution the Board be and it is hereby empowered pursuant to Section 95 of the Companies Act
1985 to allot equity securities (within the meaning of Section 94(2) and Section 94(3A) of the said Act) for cash pursuant to the authority
conferred by the previous resolution as if sub-section (1) of Section 89 of the said Act did not apply to any such allotment provided that this
power shall be limited:
(a) to the allotment of equity securities in connection with an issue in favour of ordinary shareholders where the equity securities respectively
attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary
shares held by them, but subject to such exclusions or other arrangements as the Board may deem necessary or expedient to deal with
fractional entitlements or legal problems which may arise in any overseas territory or under the requirements of any regulatory body or any
stock exchange; and
(b) to the allotment (otherwise than pursuant to sub paragraph (a) above) of equity securities up to an aggregate nominal value of £1,078,074.
This authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or,
if earlier, 22 April 2005, save that the Company may before such expiry make an offer or agreement which would or might require equity
securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the
power conferred hereby had not expired.
This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of Section 94(3A) of the Companies Act
1985 as if in the first paragraph of this resolution the words “pursuant to the authority conferred by the previous resolution” were omitted.
12 That the Company be and it is hereby generally and unconditionally authorised for the purposes of Section 166 of the Companies Act 1985 to
make market purchases (as defined by Section 163(3) of the said Act) of ordinary shares of 29.5p each in its capital, subject as follows:
(a) the maximum number of shares which may be so acquired is 10,956,158 (£3,232,067);
(b) the minimum price which may be paid for such shares is 29.5p per share;
(c) the maximum price which may be so paid for a share is a sum equal to 105% of the average of the middle market quotations of the
ordinary shares of the Company in the Daily Official List of the London Stock Exchange for the five business days immediately preceding the
day on which the share is contracted to be purchased; and
(d) the authority conferred by this resolution shall expire at the conclusion of the next annual general meeting of the Company after the passing 
of this resolution or, if earlier, 22 April 2005 (except in relation to the purchase of shares the contract for which was concluded before the
expiry of such authority and which might be executed wholly or partly after such expiry).
By order of the Board
Leslie Porter Secretary
3 December 2003
Notes
1 A member of the Company entitled to attend and to vote may appoint one or more proxies to attend and to vote instead. A proxy need not be a member of the Company. A proxy form 
is enclosed. Completed proxy forms must be received by the Registrar not less than 48 hours before the time appointed for the annual general meeting.
2 The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only shareholders registered on the register of members of the Company at 1200 hours
on 21 January 2004 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members
after 1200 hours on 21 January 2004 shall be disregarded in determining the rights of any person to attend or vote at the meeting.
3 The following are available for inspection at the Company’s registered office during normal business hours on any weekday (excluding public holidays) and will be available for at least 15 minutes
prior to, and during, the annual general meeting:
– the register of Directors’ interests and those of their immediate families in the share capital of the Company;
– Directors’ service contracts;
– a copy of the Company’s memorandum and articles of association.
W&DB Annual Report 2003    65
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