innovative international responsive bold analysis
expertise partnership challenging interactive intelligence
leadership advice insight
annual report and accounts 2002
the sixth
sense of
business 2 tns annual report 2002 2 tns annual report 2002
tns is one of the world’s leading market information groups 
from offices located in europe the americas and asia pacific 
we work together to provide continuous and custom research and
analysis in over 110 countries we include among our clients most 
of the major multinational corporations
expert teams in specialist sectors around the world combine 
indepth market knowledge with the latest research techniques and
sophisticated technology to provide immediate and informed market
measurement analysis and insight we think creatively to help our
clients interpret this information into innovative business solutions
enabling them to develop more effective relationships with their
customers we become for them the sixth sense of business
highlights 2002
business performance 2002 2001 change 
turnover including joint ventures £6189m £5827m 62
operating profit £598m £552m 83
operating margin 97 95
profit before tax £488m £435m 122
adjusted earnings per share 86p 80p 75
total dividend per share 26p 24p 83
including joint ventures and before goodwill charges
statutory results 2002 2001 change 
turnover excluding joint ventures £6032m £5751m 49
operating profit before joint ventures 
and associates £383m £405m 54
profit before tax £286m £296m 34
basic earnings per share 33p 43p 233
tns and the tns logo are trade marks owned by taylor nelson sofres plc our business is evolving to the next stage of its development 
we have built our global network based originally on strong local
presence in all the world’s main markets now increasingly we
operate as tns – one company with a global presence making us 
a leader in the market information industry 
information remains the bedrock of our business but today clients 
are looking for more they want more understanding clearer direction
greater certainty we are providing them with this by becoming their
sixth sense of business in the next few pages my executive
committee colleagues show how we are building on our skills our
expertise and our unique business mix to bring clients closer to their
customers by giving them greater insight into how people behave 
and what they want 
06 making the right 
connections
bruce shandler
10 seeing the total 
solution
pedro ros
08 more than information
jeanmichel portier
04  going the extra mile
sam van der feltz
24 hours around the world tns provides immediate and informed market measurement analysis and insight
02 around the world 
in 24 hours
mike penford
mike kirkham
chief executive
12 at a glance
14 chairman’s statement
16 chief executive’s statement
18 finance director’s review
22 group profit and loss 
account
23 group and company balance
sheets
24 group cash flow statement
25 statement of total recognised 
gains and losses
reconciliation of movements 
in equity shareholders’ funds
26 notes to the financial 
statements
53 independent auditors’ report
54 main board directors
55 executive committee
56 directors’ report
59 corporate governance
62 remuneration report
67 shareholder information
68 five year summary 0800
almaty  beijing  guangzhou  shanghai  hong kong  kolkata  bangalore  chennai  new delhi  mumbai  hyderabad  jakarta  tokyo  kuala lumpur                
0900
0700
2 tns review
what does having a global presence mean to tns
our worldwide reach is one of the group’s greatest assets
we have a significant presence in all of the world’s main
markets our challenge is to leverage that position by using
the network as a distribution channel – a means of bringing
new products and services to the market by combining this
with our ability to share knowledge skills and information
across the group we will make this valuable asset work to its
fullest extent
is the group succeeding in acquiring products to sell into 
other markets
tns sport illustrates how being part of the group can add
even more than additional geographic coverage before
joining tns in 2001 the company had developed a good
reputation for sponsorship evaluation in the uk and was
operating internationally through franchises its clients
include large corporate sponsors sports federations
individual teams or clubs sports marketing agencies and
governing bodies they began to want more indepth
services involving additional consumer research the group
was able to meet this demand by combining expertise in
sports sponsorship with the tns name for consumer
research this immediately gave tns sport a broader range
of products and services helping it to win new clients and
extend its business with existing ones operating as part of
tns media intelligence the company has used the sector’s
expertise in various countries to win new business other
countries are calling in tns sport to act as experts on
specific projects 
is it common practice to share expertise around the group
this is a key driver that allows us to introduce new products
and services particularly in developing markets faster than
would otherwise be possible take political polling –
internationally we believe we are the largest political polling
organisation in the world this is very much a localised
activity but the skill sets are the same so when our business
in korea wanted to establish itself in this area it turned for
help to our specialists in france where we are the no 1
polling company by combining the advice and resource it
gained from elsewhere in the group with its local
knowledge tns is now the leading political pollster 
in korea 
around the world in 24 hours wwwtnsglobalcom 3
            mataki city  cebu city  davao city  singapore  seoul  taipei  bangkok  ho chi minh city  hanoi  can tho city  nha trang city  hai phong  danang city  hué  dalat city
1000
1100
other examples include our rapid establishment of a
regional panel presence in asia which now spans eight
countries using methodology developed for our european
panels and shared client knowledge the group has taken its
wellestablished tv audience measurement and media
intelligence skills to the fastgrowing chinese market in the
space of six years we have become the number one provider
of these services in china the tv audience measurement
service operated by our joint venture reports on the viewing
habits of more people than any other in the world and in
adex we monitor around 600 tv channels daily 
how does the network lend itself to the development of 
panregional services
the group is the largest market information provider in the
nordic region the ideal platform for the development of
pannordic services internet measurement is a good
example using innovative licensed technology our site
centric service has been adopted as the standard for internet
measurement in denmark where tns also specialises in
tv radio and print readership measurement internet has
been fully integrated into our complete media offering
from that strong base we have extended into norway and
finland and now sweden where within a year we have won
over 40 major clients 
pedro ros will talk later about the value we derive from
having a panregional panel presence in asia the strength
of this and our european panels is enhanced by the focus we
are placing on global delivery systems these systems allow
the group to transport ideas easily around the network 
they enable us to provide clients with consistent global
information helping them to make regional comparisons
about the performance of their brands and services
mike penford responsible for uk and
ireland healthcare branded solutions and
development of syndicated services
based in the uk
contact mikepenfordtnsglobalcom
regional
prior to the 2002 world
cup a study that polled
over 10000 people from ten
asian countries showed that
the battle for asia’s favourite
football player was being
closely fought between the
uk’s david beckham 21
and ronaldo of brazil 19 key account management has been established as an integral
part of tns ongoing strategy why 
key account management is increasingly a significant driver
for growth in our business by focusing attention on major
international clients we are better able to service their
multinational needs healthcare is just one example of a
sector where we have done this very successfully 
but doesn’t key account management mean more than that – 
what does it mean for your clients 
it is beneficial to our clients – they receive informed
solutions delivered by a stable team that really understands
their business 
as we build this partnership we are in a position to identify
new opportunities and to offer additional products and
services we gain understanding of clients’ issues in such
depth that we can provide real business intelligence helping
to develop their decisionmaking process and offer them an
independent view 
the ultimate result is that we have become the preferred
supplier to some of the world’s leading companies 
what gives tns the confidence to pursue such a strategy
our confidence comes from the powerful presence and
quality of people we have around the world we are in a
position to take both a global and local view of our major
clients’ business issues in the same way that they
themselves are doing whether they look at the world as one
market or take a regional approach we have the flexibility
to mirror their view 
can you really expect to grow your business with one client
both geographically and into new services
mcdonald’s is an excellent example of where we have
achieved just that our association began over ten years ago
in the uk and has grown into a groupwide relationship
mcdonald’s require dedicated teams to provide information
and work with them in using it to make better business
decisions by focusing on mcdonald’s needs we have
grown our own business 
the original brand tracking study has now extended to 
29 european countries and asia pacific miriad™ our
software system has been introduced as an analysis tool in
going the extra mile
4 tns review
brisbane  canberra  melbourne  sydney  noumea  papeete  brisbane  canberra  melbourne  sydney  noumea  papeete  brisbane  canberra  melbourne  sydney  noumea        
1200
1300 selected markets we conduct mystery shopping in spain
and latin america and are piloting the service in japan 
on top of that our team spends a good deal of time talking
to the client to assess their requirements allowing us to be
proactive in introducing other products that meet their
needs such as employee studies and sports sponsorship
evaluation 
tns has focused on developing sector expertise does this
contribute to successful key account management
it is an important element of our strategy take motorola 
a company for which we are now a global preferred research
supplier it is no secret that telecoms companies have had a
tough time lately but over recent years we have grown our
business with motorola significantly mostly on consumer
brand and retail tracking 
this is an outstanding example of where we combine our
global presence with sector expertise – we really understand
their business our key account team works from the us
uk malaysia china india argentina and chile leading
projects that came out of motorola’s chicago headquarters
and how do we manage the client’s needs and issues in
chicago we have a tns expert resident in their hq
working as part of their consumer insights team 
is key account management a driver only in custom business
it has for a long time also been a valuable tool in the
successful growth of our consumer panels in many cases
we have people working out of our clients’ offices this is an
important factor in client retention and early identification
of new opportunities unilever for example is a major
client – we have a large team dedicated to that account
which has a close relationship at senior management level
this has allowed us to develop a consultancytype role
wwwtnsglobalcom 5
sam van der feltz responsible for
northern and central europe
based in the netherlands
contact samvanderfeltztnsglobalcom
         papeete  brisbane  canberra  melbourne  sydney  noumea  papeete  brisbane  canberra  melbourne  sydney  noumea  papeete  brisbane  canberra  melbourne  sydney
1400
1500
1600
insight
tns global employee
commitment survey 2002
interviewed almost 20000 
fulltime employees across 33
countries using employeescore
to assess levels of employee
commitment 57 are
committed to the job they 
do but only 51 to the
company they work for 6 tns review
the group is widely regarded as a leader in internet research
what has driven your success in this area
we combine proven research methodologies specialist
sector expertise and technological know how which has
enabled us to build a reputation for providing leading
internet research solutions this is not just helping us to 
win new business it is also proving to be instrumental in
attracting high quality people who want to work at the
cutting edge of online research
where is the largest market for internet research
to date by far the largest market for internet research has
been the us which has grown as online research replaces
traditional methods in response early last year we consider
ably strengthened the internet research capabilities of our
custom business in the us by acquiring the custom research
division of greenfield online gfol which conducts
hundreds of studies annually for blue chip clients this
brought into the group one of the most experienced teams in
the us in the design and execution of internet research as
part of the deal the group secured preferential rights to use
greenfield’s online panel of over one million individuals
are you seeing demand for online research in all of your
specialist sectors
yes especially in it telecoms healthcare and financial
services the it sector is particularly well suited to internet
research given that a high proportion of survey targets are
online users combining our specialist knowledge of the it
industry with our internet research capabilities we have
been able to deliver effective online research solutions to our
it clients
tns has a reputation for innovation how is the group
developing its internet capabilities 
we have developed webbased research tools that help our
clients to address common internet marketing issues for
example webeval™ is used to evaluate website usability
while adeval™ assesses advertising effectiveness in
addition the group has been web enabling its branded
solutions we had already developed an online version of
miriad™ and have recently introduced the buy test™
online which allows clients to evaluate and test their tv
advertising completely through the internet
making the right connections
san francisco  los angeles  chicago  montréal  québec  dallas clarksville  youngstown  chesapeake  west chester  edina  horsham  kansas city                
1700
1800 wwwtnsglobalcom 7
how has the internet enhanced the way the group delivers
information to clients
we are seeing a significant increase in the take up of
tnsinfo™ our web portal system that provides clients with
a single online source of information 
our clients like tnsinfo not only does it give them a secure
source of data that is always up to date it can be accessed by
multiple users via the internet wherever they are in the
world tnsinfo offers functionality that enables users to
customise their web page receive alerts when there are
market developments and undertake their own data analysis 
the market information and analysis we provide is part of
our clients’ day to day business tnsinfo is an effective way
of ensuring that information is immediately accessible and
usable it was recently adopted by a dutch car dealership as
the method of delivering 900 customer satisfaction reports
to 120 car dealers each month the results of those reports
provide the basis for the dealers’ monthly bonuses
therefore it is critical that we deliver the results on a timely
basis and in a clear and accurate format tnsinfo is the
obvious choice
tnsinfo is an effective tool for the wide dissemination of
information what role does it play managing key accounts
over half of our top 50 clients use tnsinfo and there are
now more than 280 client sites in use in over 52 countries 
sam van der feltz talked earlier about the work we do for
mcdonald’s around our global network tnsinfo has been
very effective in supporting those activities for example we
currently provide web delivery of personalised information
to mcdonald’s users in 25 countries tnsinfo has also been
instrumental in helping the group secure new business with
key account clients 
we will continue to rollout tnsinfo across the network and
develop it as an interactive communications tool both with
clients and internally for teams managing key accounts
bruce shandler  responsible for us
custom business and it
based in the us
contact bruceshandlertnsglobalcom
            san diego  atlanta  princeton  new york  tucker  torrance  white plains  wilton  eugene  chula vista  bala cynwyd  del mar  jenkintown  princeton
1900
2000
2100
international
tns government online
study interviewed almost 
29000 people across 31 countries
30 said they had accessed
government online services up
from 26 in 2001 most significant
increases were in australia turkey
netherlands and us services 
most commonly used were to
search for and download
information  8 tns review
the proliferation of the media means that its influence 
today is more significant than ever how does tns media
intelligence help companies understand this increasingly
complex area
first we offer a wide range of local and international
monitoring services these give clients an understanding of
the extent of their media and advertising exposure and that
of their competitors beyond this we undertake a range of
analysis and evaluation which allows them for example to
understand whether they are using the most effective
combination of media for their marketing activities
a key benefit for our clients is that they can receive from
one supplier data and analysis that is comparable across
different forms of media as well as different markets this
enables them to take a regional or even a global view on
their strategies 
how does tns add insights to the information it collects
we have a unique source of historical references from our
extensive media databases some dating back as far as thirty
years which we use to identify and analyse trends in
advertising and media we have also developed a range of
analytical and diagnostic tools that can be used among other
things to provide an up to date view of the competitive
environment
in addition our team of experienced media and advertising
professionals has indepth market knowledge they can
devise innovative solutions to media issues they provide
expert analysis evaluation and commentary to assist clients
with a range of matters such as how to optimise the
effectiveness of media advertising and sponsorship
expenditure as well as formulate appropriate
communications strategies 
technology must play a key role in your ability to provide
such powerful information
technology is fundamental to our ability to track store
analyse and deliver information continuously on such a
significant scale its application has enabled the group to
achieve great efficiencies in media monitoring for example
we have developed automatic recognition systems for
monitoring television and radio advertisements which
identify an ad the first time it appears and then automatically
register each subsequent appearance 
more than information
santiago de chile  buenos aires  são paolo  mexico city  monterrey  tijuana  santiago de chile  buenos aires  são paolo  mexico city  monterrey                 
2200
2300
predictive
in january tns cmr
media intelligence forecast
that us advertising expenditure
would grow by 3 in 2003 
it predicts spending increases
in 2003 for all major media 
with spanish language
television cable tv and internet
expected to lead the way wwwtnsglobalcom 9
              tijuana  santiago de chile  buenos aires  são paolo  mexico city  monterrey  tijuana  santiago de chile  buenos aires  são paolo  mexico city
in the us tns tracks over 100 million advertising
occurrences each year covering more than one million
brands 
technology also allows us to deliver to clients immediately
information that is unique to them we have developed
extensive online multimedia databases that give clients an
up to the minute view of media coverage and allow them to
download media references and advertisements the
demand for everfaster access to data comes from all our
client groups these range from public relations agencies to
multinational companies and government services
including the spanish parliament to which we supply a
daily review of press radio and television together with a
media impact analysis
with globalisation a driving force behind this market is there
an increasing appetite for international information 
that’s certainly the case for many of our multinational
clients such as l’oréal for which we provide worldwide
creative monitoring services to provide this level of service
we have developed the capability to integrate and deliver
consistently high quality data from around the world 
further we have responded to our clients’ demands for
information on an international basis by establishing global
monitoring services including women’s world adex which
tracks advertising in women’s magazines from around the
world and euro presse which monitors the editorial
content in 60 international titles 
we are rolling out our media services into new regions as
clients launch their products there such as china a market
where there is great potential for growth in media activities
a major consumer buying and lifestyle study of chinese
print media readers which we based on long term
established surveys we undertake in france and
scandinavia demonstrates how we effectively transfer 
our expertise across the global network
jeanmichel portier responsible for
media intelligence and france
based in france
contact jeanmichelportiertnsglobalcom
2400
0100 ‘adding value’ is a phrase often used when talking about
market information – what does it mean
adding value means helping our clients to get closer to their
customers by giving them deeper understanding of people’s
behaviour this allows them to anticipate better the needs of
their customers by providing greater insight into what
people really want – by becoming their sixth sense of
business with our technology we can provide clients with
enormous amounts of data but increasingly they rely on us
to analyse it for them and advise on appropriate action 
we have moved from purely describing markets to
predicting future developments 
tns has an outstanding reputation in tv audience
measurement have the group’s analytical abilities
contributed to this
the introduction of satellite and digital tv has brought
considerable change to tv audience measurement with 
the huge number of commercials and programmes being
transmitted broadcasters and agencies need more than 
raw data in response tns has developed infosystv™  a
powerful and flexible analysis system which answers a wide
variety of questions relating to audience behaviour it is used
in 12 countries by over 4000 individual users at more than
550 client organisations it was recently introduced into the
uk and already over 90 per cent of the uk broadcast sector
uses the system to analyse one of the world’s most complex
tv markets this is high visibility business with many
clients signing contracts for two years or more
is this approach applicable to panel business
added value services have been an important element in the
successful development of tns consumer panels and a
number of new tools are being launched in 2003 clients use
this analysis to help run their business and our ability to
deliver on a regional scale is very important take colgate
palmolive in asia which has a multicountry threeyear
contract with us they appreciate the fact that not only can
we compare takeup of a new product launch right across
the region but also tell them why this has happened 
we analyse the data in different ways such as highlighting
the fastest growing categories across each country enabling
the regional development team to allocate its promotional
resources accordingly 
seeing the total solution
dublin  lisbõa  barcelona  cardiff  edinburgh  london  bruxelles  amsterdam  paris  luxembourg  bielefeld  milano  belgrade  tirana  sarajevo  sofia  bucharest               
10 tns review
0200
0300
0400 wwwtnsglobalcom 11
pristina  kyiv  warsaw  budapest  riga  vilnius  prague  oslo  stockholm  copenhagen  tallinn  helsinki  skopje  athens  bratislava  moscow  istanbul  ramat gan
the group has an impressive range of branded solutions 
what is their role in adding value
our recent experience with renault nissan is a good
illustration of how we combine products and skills to
provide decisionmaking tools for clients this client was
looking for an advertising effectiveness solution for use in 
11 european countries we drew from expertise across our
sectors in france to form a special team that team put
together our advertising pretest ad tracking posttest and
media tracking solutions to produce what we consider to be
one of the most comprehensive advertising tools of its kind
it assists the client in optimising its selection of media and
communications opportunities
how do you add value in a data rich environment
in the healthcare sector pharmaceutical companies have
access to a wealth of information but recognise the need to
identify undiagnosed patients earlier to meet this need
tns has developed geomedics which is unique in
identifying neighbourhoods with specific healthcare needs
yet to be diagnosed this is invaluable information for both
pharmaceutical companies and health service providers
first launched in the uk it has potential for expansion into
new markets and new applications are being developed 
tns is ideally positioned to build this service as it requires
indepth knowledge of the healthcare market combined
with expertise in consumer data analysis 
finally what is the way forward for the group
we will continue to maximise the benefits we derive from
our key strengths – our multinational reach combined with
our local knowledge our sector expertise and business mix
our highly skilled people and advanced technology to all of
these attributes we bring energy and enthusiasm 
by doing this we become the company that clients naturally
look to for informed and insightful business solutions across
the world
pedro ros  responsible for consumer
panels southern europe and latin
america
based in spain
contact pedrorostnsglobalcom
0500
0600
added value
only 42 of mobile phone
users in europe are interested 
in 3g bored with the hype they
want to see the real benefits
interest increases when they
realise it can mean highspeed
internet and email moving away
from selling 3g as a concept to
packaging services for specific
users may stimulate uptake media intelligence tv audience measurement
tns at a glance
12 tns annual report 2002
what are the main
activities in this
sector 
continuous measurement of
consumer purchases and
behaviour using state of the art
technology
sophisticated data analysis to
provide added value
information to clients
advertising expenditure
tracking creative content
editorial and sports
sponsorship monitoring
evaluation services across a
wide range of media including
print tv radio internet
cinema and outdoor
in depth analysis and strategic
information to support
marketing and public relations
activities
measurement of people’s
television viewing habits using
peoplemeter technology to
provide accurate viewing data
to clients 365 days a year
what types of client
benefit from tns’
expertise 
multinational and local fmcg
companies fresh food
suppliers and retailers
media owners advertising
agencies public relations
firms broadcasters
publishers government
departments and ngos as
well as international and local
companies
broadcasters advertising
agencies advertisers and tv
production companies
where does tns
operate in this
sector 
tns operates consumer panels
across 20 countries in europe
asia pacific and latin america
tns operates in 20 countries
in europe north america and
asia pacific
tns technology is used to
conduct tv audience
measurement in 25 countries
what insights does
tns offer its clients 
tns provides clients with
valuable insights into
consumer behaviour these
include evaluation of the effect
of pricing promotions and
advertising as well as the use
of panel data in the category
management process and
evaluation of new product
development activity
tns media intelligence
services enable clients to
understand how to enhance
their media exposure and get
the most value from their
advertising media and
sponsorship expenditure
tns technology ensures the
provision of continually up
dated information to permit
timely tactical changes to
communications plans
tns audience estimates are
used to negotiate prices for
commercial airtime and plan
tv advertising campaigns
broadcasters also use tns
audience data to evaluate the
success of programmes and to
devise future programming
schedules
how has tns been
growing this sector 
extending coverage across the
network with focus on asia
pacific and latin america
providing panregional
services
introducing specialist panels
in response to client demand
developing indepth value
added analytical services
using tnsinfo for web
delivery of personalised data
key acquisitions to strengthen
the sector and product range
extending the range of media
covered
taking cinema monitoring and
sports sponsorship evaluation
across the network
further development of
sophisticated collection and
delivery methods as well as
analytical and diagnostic tools
extending use of infosystv
software a powerful flexible
audience analysis and planning
system
increasing number of countries
in which tv audience
measurement is conducted
use of portable people meters
in partnership with arbitron
to measure tv and radio
audiences
consumer panels specialist sectors it telecoms healthcare automotive
wwwtnsglobalcom 13
with its knowledge of the
sector derived from a team of
world class it research
specialists and former industry
employees tns understands
the needs of it clients
enabling it to provide tailored
research solutions
a complete portfolio of
customised services ranging
from fieldwork to advisory
services
syndicated services to provide
local and regional information
and analysis to telecoms clients
custom research throughout
the life cycle of a pharmace
utical drug especially new
product development and
postlaunch brand tracking
syndicated healthcare services
international omnibuses
multiclient patient record
based monitors and internet
doctor panels
a full range of qualitative and
quantitative research relating
to the automotive industry
provided by tns’ team of
industry specialists
many of the world’s leading
multinational it companies
telecoms service providers
mobile phone equipment
manufacturers content
providers and government
regulators
leading international
pharmaceutical companies and
health services
major automotive manufac
turers and distributors leading
oil and tyre companies and
advertising agencies
tns provides it research
solutions in over 85 countries
tns telecoms operates across
the global network
tns has dedicated healthcare
specialists in the key european
markets the americas and
asia pacific
tns provides automotive
research in over 30 countries in
europe the americas and asia
pacific
tns research services cover
each stage of the product life
cycle including market
segmentation new product
evaluation advertising
effectiveness tracking brand
equity evaluation brand
commitment and customer
satisfaction
syndicated telecoms services
enable clients to assess
relationships with business
and residential customers
determine what drives them to
switch providers and protect
their best customers from
competitors
customised brand and adver
tising tracking and customer
satisfaction studies span the
network providing clients
with local and regional data
tns helps clients develop and
define market opportunities
for new products and track
their postlaunch performance
to assess success
tns offers a range of
syndicated services that
provide companies with
valuable insights into sizing
and segmenting markets and
tracking brand performance
specialised customised
services cover brand tracking
advertising development and
customer loyalty
tns uses its indepth
knowledge of the industry to
conduct car clinics and mystery
shopping programmes as well
as after sales industry and
market projection studies 
tns also runs syndicated
vehicle quality studies for car
manufacturers
developing leading internet
based research solutions 
strengthening key account
management to win multi
country business
more paneuropean and 
panasian studies
developing syndicated
services – pan european umts
monitor launched in 2002
launching indices such as the
nordic telecom index and
developing for other regions
strengthening key account
management relationships
developing syndicated
services such as transact sri
and transact geomedics
prime a panel that monitors
individuals’ health and
treatment launched in us 
increasing focus on data collec
tion and delivery via internet
strengthening regional
presence
continued promotion and
strengthening of tns’ position
as a leader in multicountry
tracking studies
strengthening  presence in
major multicountry
syndicated services
extending regional team in
asia pacific to develop and
manage multicountry projects
in that region 14 tns annual report 2002
2002 results
i believe our results for 2002 represent a creditable
performance and indicate that our strategy will deliver
longerterm returns for our shareholders in order to be in a
position to deliver those returns when the markets in which
we operate recover we continued to invest in developments
aligned with our strategic aims while taking a rigorous
approach to costs during the year
during 2002 the group’s reported turnover including joint
ventures increased by 62 per cent to £6189 million 
2001 £5827 million this includes acquisitions made
during the year to strengthen the group’s position in the us
market and media intelligence sector and reinforce its online
research capabilities as well as to extend its operations into
sweden and greece underlying growth excluding the
effect of currency acquisitions and operations discontinued
during the year was 05 per cent turnover excluding joint
ventures was £6032 million 2001 £5751 million
operating profit including joint ventures and before
goodwill charges was up 83 per cent to £598 million 
2001 £552 million during the year the group continued
to focus on cost control and reviewed the viability of both
lowermargin contracts and lowerperforming businesses 
the latter led to the closure of certain operations the cost of
which held back the degree of margin growth for the year
however the other actions taken together with progressing
the business mix to 50 per cent syndicatedcontinuous 
and 50 per cent ad hoc customised contributed to an
improvement in operating margin before goodwill charges
to 97 per cent 2001 95 per cent group operating profit
before joint ventures and after goodwill charges fell by 54
per cent to £383 million 2001 £405 million 
profit before tax and goodwill charges grew by 122 per cent
to £488 million 2001 £435 million goodwill charges of
£202 million 2001 £139 million comprise amortisation of
£139 million 2001 £90 million and impairments of 
£63  million 2001 £49 million given the ongoing
uncertainty over the section of the us telecoms market in
which indetec operates the goodwill carrying value of
£43m has been written off the balance of the impairment
relates to tellex reflecting the current difficult trading
environment for media intelligence companies in the uk
profit before tax and after goodwill charges decreased by 
34 per cent to £286 million £296 million
adjusted earnings per share before goodwill charges were
86p an increase of 75 per cent 2001 80p basic earnings
per share fell by 233 per cent to 33p 2001 43p the board
is recommending a final dividend of 17p per share 
2001 16p giving an 83 per cent increase in the total
dividend for the year of 26p 2001 24p
board developments
during 2002 we were pleased to welcome two new non
executive directors to the group rob rowley previously
finance director of reuters group plc joined the board in
september he brings significant business and finance
experience together with a broad understanding of the
information industry all of which are highly relevant to our
operations he was nominated senior independent director
with effect from the start of this year
rémy sautter became a nonexecutive director in november
2002 he is chairman of channel 5 and rtl radio his
extensive experience in international media and with french
business and financial institutions will be of great value to
us as we continue to develop and grow the company 
at the end of 2002 deputy chairman nick hodges retired
from the board nick joined us as a nonexecutive director at
the time of the sofres merger in 1997 which transformed the
group into a world leader with his highlydeveloped
understanding of the commercial world he made a
chairman’s statement
in a year when our clients’ marketing budgets were under severe pressure tns increased
both profit before goodwill and turnover to become the world’s third largest market
information company in terms of revenue
14 tns annual report 2002 wwwtnsglobalcom 15
significant contribution to the board’s deliberations and
decisions jacqueshenri david who had been a non
executive director since 1998 left the board on 31 january
2003 his international business experience has been very
useful to us as we developed our global network 
on behalf of shareholders i thank these directors for their
valuable input and on a personal level i am most grateful
for the advice and support they have given to me
reinforcing the group’s position
over the past few years we have built the group into one of
the world’s strongest forces in market information and tns
now operates increasingly as one company with a global
presence our new branding reinforces this positioning and
emphasises the power and coherence of our network
reflecting our ability to develop key account relationships
with our multinational clients it also supports the greater
focus we are placing on added value and advisory services 
recognising our people 
as a global leader we are attracting into the group high
calibre people those with ambitions to work in one of the
industry’s top companies this includes people with
particular expertise in our specialist sectors as well as
market information professionals they like those already
working with us are people with the drive skills and
ambition to exploit the group’s significant potential to 
the full 
by increasing our focus on training and development 
we ensure that these skills are further advanced tns
university finance in business managing people and
performance are just some of the many training programmes
that we have developed to build and strengthen the quality
of our teams over the past year we have seen a number of
the younger managers from within the group move up into
the top position in their operations 
as our people develop so do our reward systems and we are
extending the use of performancedriven incentives to align
the interests of senior management closely with those of
shareholders 
as i write this we are living in a time of great political and
economic uncertainty such times are difficult ones in which
to operate but i am constantly reassured by the sheer hard
work and dedication shown by my 9000 colleagues around
the world on behalf of shareholders i thank them for all
that they have done and continue to do
tony cowling chairman
98
99
00
01
02
98
99
00
01
02
6189
5827
4793
3809
3420
turnover
£ million
profit before tax and
goodwill charges
£ million
488
435
378
325
253
wwwtnsglobalcom 15
 before exceptional profit
 including joint ventures 16 tns annual report 2002
the markets in which we operate
in order to put our 2002 results into context it is important
to understand the operating environment to do this it is
helpful to split the market into its constituent parts 
syndicated business such as consumer panels and television
audience measurement services together with continuous
tracking contracts maintained their growth media
intelligence however was affected by the poor advertising
and public relations environment and although our business
was flat we believe that the market for these services
probably declined on the customised ad hoc side there
were regional variations but the market became weaker as
the year progressed and will not recover substantially until
we see some economic recovery 
growing fast in asia pacific
the asia pacific region still accounts for a relatively small
percentage of our turnover but the performance in 2002
illustrates our ability to push ahead in areas with the
greatest growth potential over the past few years we have
been investing steadily in consumer panels in asia and now
offer panregional data there is further potential to build up
this business through the introduction of new products and
services many of which will be modelled on those already
used by our european panels 
we operate in 13 countries in the region but our largest
business is now in china where the group has established a
strong and profitable position the television audience
measurement service operated by our joint venture
monitors the viewing habits of more people than any other
service in the world during 2002 we increased to 16 the
number of cities in which we run metered panels and we
have 85 diary panels 
at the same time our media intelligence and consumer
panel activities grew significantly benefiting from the
transfer of technology and products from other parts of the
group we are also introducing the tns sport monitoring
service into china ahead of the beijing olympics our
concentration on one of the world’s fastestgrowing
economies is a further example of how we are investing in
the future of the group
focus on key account management
an important development in the industry is the increased
emphasis on key account management this has enabled us
to develop significant business with clients such as
motorola mcdonald’s astrazeneca and novartis in each
case the depth of our global coverage sector expertise and
range of services have been important factors 
the success of this approach is exemplified by our
appointment as ibm’s primary corporate research provider
under this agreement ibm will outsource its corporate
headquarters market information needs to tns this
includes customer commitment and global brand research
covering over 85 countries and will use tns branded
solutions 
responding to demand for increased analysis 
and understanding
a further change in the market information industry 
which benefits tns is the growing demand from clients 
for increasingly sophisticated analysis and solutionsbased
services 
a recent contract win illustrates how we are able to meet
this demand in early 2003 in france we developed an
innovative system for advising clients on the optimum
media selection for all their consumer communications 
this approach combines expertise from various parts of our
business and was instrumental in securing a major contract
from renault nissan  
chief executive’s statement
the group’s advance over the past few years has been driven by a strategy that remains
appropriate for today’s markets our concentration on this strategy and our continued
investment into new developments should fuel our longerterm growth wwwtnsglobalcom 17
this demand for analytical solutions also applies to
television audience measurement tam leading to the
success of infosystv the group’s integrated analysis
system which is now in use in 12 countries following its
recent introduction into the uk virtually all broadcasters
including the bbc are now using the system as their
primary analysis tool we continue to invest in infosystv
and new modules will be introduced during 2003 
one planned adaptation is to enable the system to analyse
data from the portable people meter ppm the new
approach to audience measurement that we are marketing in
conjunction with its developer arbitron tns recently won
a contract with two belgian broadcasting companies to
research both the listening and viewing habits of the flemish
community this is the first commercial implementation of
a ppm panel in the world although we have been success
fully using the technology within our tam service in
singapore for the past two years 
the ability to monitor both television and radio exposure
with the same device opens up tremendous opportunities
for insight into audience behaviour we are about to start an
extensive test of this system in russia where tns already
operates a tam service
looking ahead
in 2003 we expect our markets to progress along broadly
similar lines to the previous year syndicated panel and
continuous services should maintain steady growth while
media intelligence and customised ad hoc are dependent on
the recovery in advertisingpublic relations and the
economic environment respectively given these factors 
we do not expect the overall market to achieve growth above
the low single digit level 
tns will maintain its focus on initiatives that allow the
group to derive the maximum benefit from its global
network sector spread and mix of continuoussyndicated
and customised activities which we believe to be unique
within our industry 
we will continue to invest in developments that position
the group at the forefront of the industry and that should
drive organic growth  
we are targeting an operating margin in excess of 10 per cent
in 2003 as we benefit from the actions taken in 2002
together with an ongoing focus on cost control and progress
in business mix 
with the current political and economic uncertainty it is
difficult to predict the groups outlook for the year as a
whole january saw a steady start to the year with total
committed orders ahead of 2002
mike kirkham chief executive 18 tns annual report 2002
operating review
turnover
acquisitions contributed  69 per cent of turnover growth
two items held back turnover foreign currency translation
08 per cent and discontinued operations 03 per cent
commentary is given on results before goodwill charges as
this is the primary basis on which the business is managed
commentary is also given on statutory numbers
regional turnover performance
year to 31 dec change
2002 2001 reported underlying
£m £m  
uk 1254 1325 53 62
france 1093 1075 16 07
rest of europe 1789 1671 71 21
total europe 4136 4071 16 09
americas 1504 1307 151 12
asia pacific 549 449 222 176
total 6189 5827 62 05
uk
turnover in the uk declined by 62 per cent on an
underlying basis the majority of this fall can be attributed
to the termination of the barb tv audience measurement
contract at the end of 2001 the remainder occurred within
the customised business which was noticeably softer
towards the end of the year despite difficult market
conditions the healthcare business in the uk continued to
build on the success of 2001 
within uk continuous and syndicated research the
consumer panel business had a good year the household
panel recorded some significant client wins and the success
of the strategy of introducing new individuals panels was
illustrated by good revenue growth in the media sector 
the acquisition of the broadcast division of bmc news was
completed in april this business has been integrated into
tns media intelligence and the anticipated cost synergies
are being achieved 
france
underlying growth of 07 per cent was recorded in france
with a good performance in consumer panels ittelecoms
and automotive towards the end of the year the group
won some significant contracts particularly for multi
country business however growth levels were impacted by
the termination of the netvalue internet panel contract at
the end of 2001 which represented over four per cent of the
country’s turnover 
rest of europe
this region continued its record of steady progress growth
in germany was again ahead of the market fuelled by an
increase in tracking contracts in healthcare and business
services there was evidence however of a slowdown in
the german market during the second half tns’ market
leading position across the nordic countries was reinforced
by the acquisition made in sweden in july the russian
business acquired in 2001 has developed well as local
management takes full advantage of the benefits associated
with being part of an international group markets in
southern europe were generally slow during 2002 but the
group performed well particularly in consumer panels and
healthcare in may tns entered the greek market through a
joint venture 
americas
the group’s position in the us was strengthened as
strategically important acquisitions were made to reinforce
both syndicated and customised activities on an underlying
finance director’s review
reported turnover including joint ventures increased by 62 per cent to £6189 million in
2002 operating in a difficult worldwide market environment the group achieved underlying
improvement of 05 per cent wwwtnsglobalcom 19
basis the us customised business grew by around four per
cent once again outperforming the market this excellent
performance was driven primarily by significant contract
wins in the it sector and the success of branded solutions
the integration of greenfield online has significantly
improved the group’s capabilities in internet data collection
which is becoming increasingly important in the us market
the acquisition in april of elrick  lavidge provided
improved coverage of the important fmcg sector and the
business has performed ahead of the group’s expectations
the weak us advertising market had an adverse impact on
the group’s us media intelligence business compounded by
the loss of some clients through company failure and
mergers as a result tns cmr reported a slight underlying
decline for the year 2002 was however an important year
in terms of new product development and the strengthening
of internet advertising tracking tns cmr has a strong
market position and should perform better as the advertising
market begins to recover
in latin america consumer panels grew in local currency
the custom businesses in mexico and argentina continued
to be affected by the difficult economic environment but
saw some improvement in the second half
asia pacific
from its wellestablished position across asia pacific the
group again performed well achieving underlying growth of
176 per cent the joint venture operations in china
continued to flourish with good growth in custom media
intelligence and tv audience measurement as well as
consumer panels consumer panels generally in asia again
achieved strong results and panregional coverage was
extended as the new panel in vietnam came on line on a
country basis korea taiwan and thailand performed
particularly well 
sector turnover performance
year to 31 dec change
2002 2001 reported underlying
£m £m  
consumer 1878 1826 28 08
media 1609 1523 56 30
business services 921 857 74 12
ittelecoms 698 598 168 82
healthcare 473 428 104 91
other activities 610 595 27 13
total 6189 5827 62 05
consumer
underlying performance was impacted by the loss of the
netvalue contract which represented about 25 per cent of
the sector as a whole in europe steady growth was achieved
in consumer panels with the addition of a number of new
addedvalue products for existing panels and new services 
the household panel in france benefited from an extension
to its portfolio of services while the focus on a global
approach to data delivery continues to be an important
development there are ongoing plans for the introduction
of more new products and the further development of the
sector’s successful key account management strategy 
with an increasing demand in asia and latin america for
information about consumer behaviour panels in these
regions continue to grow the group anticipates maintaining
steady progress in this area of activity
overall the consumer customised business performed
better in the second half with the exception of the uk
where clients deferred a number of projects into 2003 the
strongest growth was in asia pacific and latin america
mirroring the demand for information experienced by the
consumer panel operations 
98
99
00
01
02
98
99
00
01
02
598
552
444
340
285
operating profit before
goodwill charges
£ million
operating margin
before goodwill
charges
per cent
97
95
93
89
83
 including joint ventures 20 tns annual report 2002
demand for consumer panels is expected to grow but the
performance of the customised business will be more
dependent on the economic climate 
media
the underlying sector decline of 30 per cent is due to the
termination of the barb contract at the end of 2001
without this impact the sector would have seen growth of
14 per cent media intelligence services in general were
affected by the continued weakness in advertising and public
relations some growth was achieved in europe and asia
principally driven by good performances in russia and
china but this was held back by the decline in tns cmr in
the us the foundations of this predominantly syndicated
business however were reinforced during the year both by
acquisition and the introduction of new services 
the online advertising tracking division in the us was
strengthened by the acquisition of evaliant the further
development of online services for the immediate delivery
to clients of advertising expenditure and creative data has
led to new business wins in the uk france and spain new
webbased product offerings proved successful and are
expected to provide growth going forward recovery in the
advertising and public relations markets will be the trigger
for an upturn in this sector’s turnover performance 
the performance of the television audience measurement
sector was also supported by strong growth in russia and
china the group’s technology was used in retaining the
belgian contract and its diary service in estonia was
switched to peoplemeters these meters were also installed
under a licence arrangement in the dominican republic and
were introduced into a national service in serbia early this
year the group won a fiveyear contract for radio and tv
measurement in the flemishspeaking areas of belgium in
association with arbitron and its tam contract in israel
was extended for a further four years 
business services
the us and germany continued to perform well in this
sector significant reductions in research spend by the large
professional services firms resulted in a disappointing
outturn in the uk while france saw a downturn in its
corporate communication and image work in the current
economic climate this sector will continue to be challenging
in 2003
ittelecoms
the group’s ability to provide analysis of multinational data
and key account management in the it sector have been the
main drivers of the outstanding performance in this sector
tns’ recent appointment as the primary corporate research
provider for ibm is a clear illustration of the success of this
approach the group is also benefiting from its ability to
provide interactive solutions and the use of branded
solutions in brand and advertising tracking and customer
satisfaction studies 
key account management has also proven successful in the
telecoms sector with major international accounts being
coordinated on a regional basis and a strong emphasis on
transferring skills from one part of the network to another
in the us the severe downturn in the telecoms market
combined with financial problems at two of its major
clients led to a further decrease in indetec turnover this
business has now been brought under the management of
tns intersearch offering us clients a combined syndicated
and custom tns telecoms service  
while the it and telecoms industries are still under
pressure the ongoing demand for information on consumer
demand and behaviour is expected to continue
healthcare
tns healthcare has a very strong reputation in the market
and continued to build on its excellent performance in 2001
improving by 91 per cent on an underlying basis
international business continued to grow as the group won
further new product development contracts in the uk the
omnimed survey among gps has grown well particularly
benefiting from its internet data collection the focus on
development of new syndicated services has continued
particularly in the sales research area the group is
leveraging its healthcare expertise across the network by
introducing specialists into asia and european countries
where it has not had a local healthcare presence previously 
the us and french domestic business disappointed in the
second half as some sizeable studies conducted during that
period in 2001 were not repeated and with fewer new drug
approvals in the us the market appeared to slow however
with its strong market position the group expects to see
growth in this sector during 2003  wwwtnsglobalcom 21
financial review
operating profit and margin
operating profit including joint ventures and before
goodwill charges increased by 83 per cent to £598 million
2001 £552 million operating margin before goodwill
charges improved from 95 per cent to 97 per cent partly
due to the improved mix of continuoussyndicated services
to customised ad hoc now 5050 2001 4951 a review 
of the indetec business in the us and tellex in the uk
resulted in impairments of £63 million to the carrying 
value of goodwill total goodwill charges for 2002 were
£202 million 2001 £139 million including the
impairment of £63 million 2001 £49 million 
operating margin after goodwill charges was 64 per cent
2001 71 per cent and operating profit including joint
ventures was down by 41 per cent to £396 million 
2001 £413 million
associates
income from associates rose to £02 million 2001 £nil 
due to improved performance in those companies there 
has been no change in associate holdings
interest
the net interest charge was £105 million 2001 
£108 million reflecting improved treasury management
during the course of the year together with lower interest
rate levels interest cover against ebitda was 76x 
2001 69x the additional finance charge of £07 million
2001 £09 million represents the amortisation of bank
facility arrangement fees of £03 million 2001 £03 million
together with notional interest relating to deferred
consideration on acquisitions of £04 million 2001 
£06 million notional interest is not a cash item but is
recognised in accordance with frs 7
effective tax rate
the group’s effective tax rate before goodwill charges was
315 per cent 2001 305 per cent with the rise primarily due
to the greater level of profits generated from higher tax
countries 
minority interests
minority interests increased to £07 million 2001 
£04 million due to the improved profit performance in a
number of subsidiaries in particular the russian media
businesses in addition the 2002 results include a full year 
of the mdc group which was acquired in march 2001
capital expenditure
total capital expenditure for 2002 amounted to 
£162 million 2001 £200 million the main category of
asset expenditure was computer hardware and software
which includes work undertaken on web portals and the
acquisition of palm pilot kits for use in consumer panels
capital investment into the business continued at a similar
rate to 2001 excluding the expenditure on major property
improvements undertaken that year 
cash flow and net debt
net cash inflow from operating activities was £670 million
2001 £727 million the movement in working capital is
primarily due to an increase of 59 per cent in trade debtors
to £1346 million 2001 £1271 million slightly below the
rate of turnover growth net cash outflow from acquisitions
and disposals was £194 million 2001 £852 million and
closing net debt reduced to £2048 million 2001 
£2092 million 
impact of financial reporting standards
the group continues to monitor the accounting treatment
for its pension obligations under the transitional
arrangements of the proposed new standard frs 17 as at
the year end the market value of assets was £126 million 
and the net present value of the liabilities was £146 million 
the net pension liability under frs 17 net of deferred tax
would be £23 million compared with the ssap 24
provision carried on the balance sheet at the year end of 
£26 million the group has adopted frs 19 ‘deferred
taxation’ in the accounts by maintaining full provisions for
deferred taxation
david lowden finance director group profit and loss account
for the year ended 31 december
2002 2001
notes £m £m
continuing activities 6019 5827
acquisitions 170 –
turnover 6189 5827
less share of joint ventures 157 76
turnover excluding joint ventures 2 6032 5751
cost of sales 2123 2060
gross profit 3909 3691
administrative expenses 3526 3286
operating profit
continuing activities after goodwill charges of £186m 2001 £137m 387 405
acquisitions after goodwill charges of £10m 2001 £nil 04 –
operating profit before joint ventures and associates 2 383 405
share of operating profit of joint ventures
after goodwill charges of £06m 2001 £02m 13 08
operating profit including joint ventures before goodwill charges 2 598 552
goodwill charges 202 139
operating profit including joint ventures 396 413
share of operating profit of associates 02 –
profit on ordinary activities before interest and taxation 398 413
interest receivable and similar income 08 06
interest payable 5 113 114
other finance charges 5 07 09
profit on ordinary activities before taxation 3 286 296
taxation on profit on ordinary activities 6 155 133
profit on ordinary activities after taxation 131 163
minority interests 07 04
profit for the year 124 159 
dividends 8 100 90
retained profit for the year 24 69 
adjusted earnings per share before goodwill charges 9 86p 80p
basic earnings per share 9 33p 43p
diluted earnings per share 9 32p 41p
dividend per share 8 26p 24p
there is no difference between the profit on ordinary activities before taxation and the retained profit for the year stated above 
and their historical cost equivalents
22 tns annual report 2002 group and company balance sheets
at 31 december
group company
2002 2001 2002 2001
notes £m £m £m £m
fixed assets
intangible assets 10 1786 2020 – –
tangible assets 11 561 583 – – 
investments
share of gross assets of joint ventures 223 192 – –
share of gross liabilities of joint ventures 37 21 – –
13 186 171 – –
associates 13 09 07 – –
other investments 13 83 79 4128 4175 
278 257 4128 4175 
2625 2860 4128 4175 
current assets
stock 14 288 340 – – 
debtors 15 1593 1444 545 409 
cash at bank and in hand 356 241 18 49 
2237 2025 563 458 
creditors amounts falling due within one year 16 2192 1926 492 241
net current assets 45 99 71 217 
total assets less current liabilities 2670 2959 4199 4392 
creditors amounts falling due after 
more than one year 16 2025 2206 2864 3128
provisions for liabilities and charges 17 236 323 – – 
net assets 409 430 1335 1264 
capital and reserves
called up share capital 20 196 195 196 195 
share premium 22 1053 1027 1053 1027 
other reserves 22 12 09 08 05 
merger reserve 22 – – 16 16 
profit and loss account 22 905 852 62 21 
equity shareholders’ funds 356 379 1335 1264
minority interests 53 51 – – 
409 430 1335 1264
the financial statements on pages 22 to 52 were approved by the board on 10 march 2003 and were signed on its behalf by
david lowden finance director
wwwtnsglobalcom 23 group cash flow statement
for the year ended 31 december
2002 2001
notes £m £m
cash flow from operating activities
net cash inflow from continuing operating activities 24 670 727
dividends from associated undertakings 01 01
returns on investments and servicing of finance
interest received 09 05
interest paid 107 120
dividends paid to minority interests 04 –
net cash outflow from returns on investments and servicing of finance 102 115
taxation
taxation paid 153 116
capital expenditure and financial investment
purchase of tangible fixed assets 162 198
purchase of intangible fixed assets – 02
purchase of investments 01 01
purchase of own shares 22 –
sale of tangible fixed assets 10 10 
net cash outflow from capital expenditure and financial investment 175 191
acquisitions and disposals
purchase of subsidiary undertakings 24 59 737
purchase of businesses 24 136 –
net cash acquired with subsidiary undertakings and businesses 24 02 06
purchase of joint ventures and associates 02 121
sale of joint ventures 01 –
net cash outflow from acquisitions and disposals 194 852
equity dividends paid 95 85
cash outflow before financing 48 631
financing
proceeds on exercise of share options 38 48
increase in debt 125 631
increase in cash in the year 24 115 48
24 tns annual report 2002 statement of total recognised gains and losses
for the year ended 31 december
2002 2001
£m £m
profit for the year 124 159
amounts arising on the exercise of share options 03 05
translation differences on foreign currency net investments less translation differences
on foreign currency loans taken out to fund those investments 73 25
tax on gainslosses on foreign currency borrowings hedging foreign investments 07 05
total recognised gains and losses relating to the year 61 134
reconciliation of movements in equity shareholders’ funds
for the year ended 31 december
2002 2001
£m £m
profit for the year 124 159
dividends 100 90
24 69
amounts deducted in respect of shares issued to a qualifying employee share ownership trust 11 10
amounts arising on the exercise of share options 03 05
share of former associates – 04
translation differences on foreign currency net investments less translation differences on
foreign currency loans taken out to fund those investments net of taxation 66 30
new share capital issued including share premium 27 17
net reductionaddition to equity shareholders’ funds 23 47
opening equity shareholders’ funds 379 332
closing equity shareholders’ funds 356 379
wwwtnsglobalcom 25 26 tns annual report 2002
notes to the financial statements
1 accounting policies 
basis of accounting
the financial statements have been prepared under the historical cost convention in accordance with applicable uk accounting
standards the transitional arrangements of frs 17 ‘retirement benefits’ have been adopted which require additional disclosures
in respect of retirement benefits as set out in note 19 frs 19 ‘deferred taxation’ has been adopted in these financial statements
the adoption of this standard represents a change in accounting policy however the effect is not material and therefore
comparative figures have not been restated a summary of the principal group accounting policies which have been applied
consistently is given below
basis of consolidation
the group financial statements consolidate the results of taylor nelson sofres plc and its subsidiary undertakings up to 
31 december 2002 the results of all subsidiary undertakings acquired or disposed of are accounted for under acquisition
accounting rules and are included in the profit and loss account from the effective date of control intragroup sales and profits are
eliminated on consolidation
joint ventures and associates
joint ventures are those entities in which the group holds a longterm interest and which are jointly controlled by the group and
one or more venturers under a contractual agreement joint ventures are accounted for using the gross equity method of
accounting
associates are those undertakings other than subsidiaries and joint ventures in which the group holds a longterm participating
interest and exerts a significant influence the group’s share of profitslosses of associates is included in the group profit and loss
account and the group’s share of their net assets together with goodwill arising on acquisition is included in the group balance
sheet
goodwill
goodwill represents the excess of the fair value of the consideration given over the fair value of the identifiable net assets
acquired goodwill arising on consolidation for acquisitions made since 1 january 1998 is amortised in equal annual instalments
over its estimated useful economic life of up to 20 years and charged to the profit and loss account goodwill is subject to an
impairment review at the end of the first full year following an acquisition and at any other time if events or changes in
circumstances indicate that the carrying value may not be recoverable
foreign currencies
monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet
date transactions in foreign currencies are converted at rates of exchange prevailing at the date the transactions were made
foreign exchange differences are dealt with through the profit and loss account except for differences arising on the retranslation
of loans taken out to finance overseas subsidiaries which are dealt with through reserves 
financial statements of overseas operations are translated using the closing rate net investment method except that profits and
losses of overseas operations are translated at the average exchange rate applicable to the period differences arising on
translation of the net assets of overseas operations are dealt with through reserves and are reported in the statement of total
recognised gains and losses
revenue recognition
revenue and profits on short term projects are recognised on the completion of the project costs incurred on projects up to
completion are included within workinprogress revenue and profits on long term or continuous projects are recognised on the
satisfactory completion of each phase of the project costs incurred on projects are included within workinprogress until
completion of each phase amounts invoiced to clients in advance of revenue and profits being recognised are shown as
payments received on account within creditors provisions are made for losses on projects as soon as they are identified
fixed asset investments
fixed asset investments are stated at cost less provisions for any permanent diminution in the value of investments
tangible and intangible fixed assets
fixed assets are stated at original cost or where appropriate fair value when acquired less accumulated depreciation assets
under construction consist of costs directly attributable to purchasing and installing tangible fixed assets ahead of their productive
use external and internal costs are capitalised to the extent that they enhance the future economic benefits of the business wwwtnsglobalcom 27
internal costs are only capitalised if they are also incremental to the group provisions are made where the value of assets has been
impaired in relation to their valueinuse to the business and charged to the profit and loss account depreciation is calculated to
write off the cost less the estimated residual value of each asset on a straightline basis over its expected useful life as follows
freehold land no depreciation
freehold buildings 33 years
short leasehold land and buildings period of lease
patents licences and other 20 years or remaining life if shorter
goodwill 20 years or estimated useful economic life if shorter
software and databases 15 years or remaining life if shorter
leasehold improvements 10 years or period of lease if shorter
fixtures fittings equipment and motor vehicles 3 – 10 years
no depreciation is charged on assets under construction until they are brought into use by the business
finance and operating leases
assets held under finance leases and hire purchase contracts are capitalised and depreciated over their useful lives or the term of
the lease if shorter at the rate applicable to fixed assets of a similar category owned by the group rentals under operating leases
are charged directly to the profit and loss account on a straight line basis over the lease term
workinprogress
workinprogress is stated at the lower of cost and net realisable value cost includes direct costs incurred on incomplete client
projects and an appropriate element of specifically attributable overheads
pension arrangements
the group operates a number of contributory pension plans the majority of employees participate in defined contribution plans
that are set up through insurance companies contributions are also made to personal pension plans at equivalent rates
payments in respect of such current service contributions are charged in the financial statements as they fall due
the group also operates defined benefit plans which provide pensions based on final salaries the expected cost of pensions in
respect of these plans is charged to the profit and loss account so as to spread the cost of pensions over the service lives of
employees in the plans variations from the regular cost are spread over the expected remaining service lives of current employees
in the plan the pension cost is assessed in accordance with the advice of qualified independent actuaries
employee share ownership plans and quest
shares in taylor nelson sofres plc held by the employee share ownership plan esop and the employee benefit trust ebt 
have been included within fixed asset investments and are stated at cost less provisions for any permanent diminution in value
net operating income from the plans is included under interest receivable and similar income in the group’s consolidated profit
and loss account costs of administration are included in the profit and loss account as they accrue profits arising on the disposal
of shares held by the ebt as a result of the exercise of options are taken to other reserves contributions made by the company
to the quest in respect of saye options exercised during the year are charged directly to reserves
deferred consideration
where acquisitions involve further payments that are deferred or contingent on levels of performance achieved in the years
following acquisition the profit and loss account is charged with notional interest to eliminate the benefit which the group is
temporarily saving the notional interest charged is calculated by reference to the period of deferral current interest rates and the
amount of the likely payments
taxation
the charge for taxation is based on the profit for the year and takes into account taxation deferred because of timing differences
between the treatment of certain items for taxation and accounting purposes tax deferred or accelerated by the effect of timing
differences is accounted for to the extent that a transaction or event that has occurred at the balance sheet date gives rise to an
obligation to pay more tax or a right to pay less tax in the future deferred tax assets are recognised to the extent that based on
available evidence it is more likely than not that suitable taxable profits will arise from which the reversal of the asset can be
deducted
bank facility arrangement fees
bank facility arrangement fees are capitalised and charged to the profit and loss account in equal annual instalments over the life
of the bank facilities 28 tns annual report 2002
notes to the financial statements
2geographic analysis
in the opinion of the directors the group has only one class of business which is the provision of market information services
2002 2001
continuing acquisitions total total
£m £m £m £m
turnover
sales by origin
europe
group 4093 21 4114 4052
joint ventures 22 – 22 19
americas
group 1339 149 1488 1287
joint ventures 16 – 16 20
asia pacific
group 430 – 430 412
joint ventures 119 – 119 37
total 6019 170 6189 5827
group 5862 170 6032 5751
joint ventures 157 – 157 76
sales by destination
europe
group 3912 21 3933 3855
joint ventures 22 – 22 19
americas
group 1509 149 1658 1477
joint ventures 16 – 16 20
asia pacific
group 441 – 441 419
joint ventures 119 – 119 37
total 6019 170 6189 5827
group 5862 170 6032 5751
joint ventures 157 – 157 76
intragroup turnover between geographic segments is not considered material
operating profit before goodwill charges
europe
group 406 01 405 389
joint ventures 01 – 01 03
americas
group 157 07 164 144
joint ventures –– – 01
asia pacific
group 10 – 10 09
joint ventures 18 – 18 06
total 592 06 598 552
group 573 06 579 542
joint ventures 19 – 19 10 wwwtnsglobalcom 29
2geographic analysis continued
2002 2001
continuing acquisitions total total
£m £m £m £m
profit on ordinary activities before taxation
europe
group 328 03 325 340
joint ventures 01 – 01 03
americas
group 51 01 50 58
joint ventures 02 – 02 –
asia pacific
group 08 – 08 07
joint ventures 14 – 14 05
operating profit including joint ventures 400 04 396 413
group 387 04 383 405
joint ventures 13 – 13 08
income from interests in associated undertakings 02 –
interest receivable 08 06
interest payable and other finance charges 120 123
286 296
net assets
europe
group 331 299
joint ventures 04 05
americas
group 29 97
joint ventures 28 28
asia pacific
group 09 05
joint ventures 154 138
net operating assets 537 562
group 351 391
joint ventures 186 171
unallocated amounts
current and deferred taxation 62 71
dividends payable 66 61
net assets 409 430 notes to the financial statements
3profit on ordinary activities before taxation
2002 2001
£m £m
profit on ordinary activities before taxation is stated after chargingcrediting
depreciation charge for the year
tangible owned fixed assets 191 184
tangible leased assets 02 01
goodwill charges for the year
amortisation 133 88
impairment see note 10 63 49
amortisation of other intangible fixed assets 04 07
profit on disposal of fixed assets 03 –
auditors’ remuneration for
audit services 09 06
nonaudit services 07 06
operating lease rentals
plant and machinery 06 09
property 200 173
property rents receivable 22 18
auditors’ remuneration for audit service includes £13000 2001 £12000 in respect of the company nonaudit fees relate primarily
to taxation advisory and compliance services additional auditors’ remuneration of £nil 2001 £04m for nonaudit services has been
capitalised in the year
cost of sales for continuing activities was £2005m 2001 £2060m and for acquisitions was £118m
administrative costs for continuing activities were £3470m 2001 £3286m and for acquisitions were £56m
4employee information
average number of employees including directors 2002 2001
marketing 3318 2782
production services 4573 4832
administration 1172 1071
9063 8685
staff costs including directors £m £m
wages and salaries 1833 1688
social security costs 314 300
other pension costs see note 19 61 58
2208 2046
details of directors’ remuneration are shown in the remuneration report on pages 62 to 66
5 interest payable and other finance charges
2002 2001
£m £m
bank loans and overdrafts 113 114
interest payable 113 114
amortisation of arrangement fee 03 03
notional interest relating to deferred consideration 04 06
other finance charges 07 09
30 tns annual report 2002 6taxation on profit on ordinary activities
2002 2001
analysis of charge for the year £m £m
current tax
uk – corporation tax at 30 2001 30 37 52
– adjustments in respect of previous periods 02 09
foreign tax – corporation taxes 145 131
– adjustments in respect of previous periods 02 01
share of joint ventures and associates tax 04 02
190 177
double taxation relief 29 45
total current tax charge for the year 161 132
deferred tax
origination and reversal of timing differences 06 01
taxation on profit on ordinary activities 155 133
factors affecting the tax charge for the year
the rate of current tax charge on ordinary activities varied from the standard rate of corporation tax in the uk of 30 2001 30
due to the following factors
2002 2001
£m £m
profit on ordinary activities before taxation 286 296
profit on ordinary activities multiplied by the standard rate 
of corporation tax in the uk of 30 2001 30 86 89
effects of
non deductible expense – goodwill and other 60 42
timing differences 02 02
utilisation of losses 02 02
higher rates of overseas taxation 15 13
adjustments to tax charge in respect of previous periods 04 08
total current tax charge for the year 161 132
factors which may affect future tax charges
there are no unprovided deferred tax liabilities in the company or group the group is carrying deferred tax assets of £16m
2001 £11m relating to net operating losses and short term timing differences which have been offset against the group’s deferred
tax liability of £11m 2001 £12m the group expects to use these losses in the foreseeable future there are no other factors
expected to affect the group’s tax rate going forward
2002 2001
deferred tax assetliability £m £m
capital allowances 01 02
tax losses carried forward 09 06
pension costs 02 02
provision for potential capital gains tax liability 07 07
other – 04
undiscounted provision for deferred tax – assetliability 05 01
assetliability at 1 january 2002 01
deferred tax credited to profit and loss account 06
assetliability at 31 december 2002 05
wwwtnsglobalcom 31 notes to the financial statements
7profit for the year
as permitted under section 230 of the companies act 1985 the parent company’s profit and loss account has not been included in
these financial statements the retained profit after dividends for the year was £46m 2001 loss of £25m
8 dividends
2002 2001
£m £m
interim paid of 09p per share 2001 08p 35 30
final proposed of 17p per share 2001 16p 65 60
100 90
the trustee of the esop has waived its right to all but 0001p per share of the dividends due on the 2312241 shares it holds at 
31 december 2002 until further notice the amount waived in respect of the 2002 interim dividend was £22000 2001 £24000 and
the maximum to be waived in respect of the 2002 final dividend on shares currently held by the esop is £39000 2001 £44000
the trustees of the ebt have also waived their right to all but 0001p per share of the dividends due on the 7467266 shares the
ebt holds at 31 december 2002 until further notice the amount waived in respect of the 2002 interim dividend was £67000 
2001 £77000 and the maximum to be waived in respect of the 2002 final dividend on shares currently held by the ebt is £127000
2001 £137000
the final proposed dividend does not include a dividend on shares issued on the exercise of employee share options and allotment
of new shares since 31 december 2002 or on other options which may be exercised prior to 23 may 2003 the record date 
9 earnings per share
basic earnings per share have been calculated on the profit after taxation and minority interests of £124m 2001 £159m and on
380639215 shares 2001 373724213 being the weighted average number of shares in issue during the year excluding those
held in the esop and the ebt which are treated as cancelled
the diluted earnings per share have been calculated in accordance with the provisions of frs 14 with the weighted average
number of shares in issue being adjusted to assume conversion of all dilutive potential shares for the period they were outstanding
shares held by the esop and the ebt which are under performancebased options are included in the diluted weighted average
number of shares as the performance conditions are deemed to have been met for the purposes of this calculation the diluted
weighted average number of shares is 386581928 2001 383693389
adjusted earnings per share before goodwill charges have been calculated on the profit after taxation and minority interests of
£326m 2001 £298m which excludes goodwill charges of £202m 2001 £139m and on the basic weighted average number of
shares the directors believe that earnings per share before goodwill charges assists in understanding the underlying performance
of the group
the weighted average number of ordinary shares in issue during the year for the purpose of these calculations is as follows
2002 2001
weighted average number of shares millions
share capital 3904 3886
shares held by esop 26 33 
shares held by ebt 72 116
basic earnings per share denominator 3806 3737
dilutive effect of share options 60 100
dilutive earnings per share denominator 3866 3837
32 tns annual report 2002 10 intangible fixed assets
patents and
goodwill licences other total
group £m £m £m £m
cost
at 1 january 2002 2188 50 14 2252
exchange differences 129 01 01 127
additions see note 12 183 – 01 184
disposals 101 – 02 103
at 31 december 2002 2141 51 14 2206
amortisation
at 1 january 2002 205 16 11 232
exchange differences 09 01 – 08
charge for year 133 04 – 137
impairment 63 – – 63
disposals 03 – 01 04
at 31 december 2002 389 21 10 420
net book value
at 31 december 2002 1752 30 04 1786
at 31 december 2001 1983 34 03 2020
in accordance with frs 11 ‘impairment of fixed assets and goodwill’ the carrying value of the goodwill held in respect of a number
of the group’s subsidiary undertakings has been compared to their recoverable amounts represented by their value in use to the
group the review has resulted in impairment charges of £43m in respect of indetec and £20m in respect of tellex a uk media
intelligence business 2001 impairments of £49m the discount rates used in the calculations to arrive at the valuations are
between 9 and 12
disposals of goodwill represents reductions in amounts provided for deferred consideration and other acquisition related liabilities
following revisions to estimates of the amounts payable
the company has no intangible fixed assets
wwwtnsglobalcom 33 notes to the financial statements
11 tangible fixed assets
short
freehold land leasehold land software and
and buildings and buildings databases equipment total
group £m £m £m £m £m
cost
at 1 january 2002 204 36 127 1047 1414
exchange differences 09 – 01 01 11
additions 10 – 25 127 162
acquisitions ––– 07 07
reclassification 20 20 – – –
disposals – 01 20 178 199
at 31 december 2002 243 15 133 1004 1395
depreciation
at 1 january 2002 57 09 68 697 831
exchange differences 03 – 01 01 03
charge for year 08 02 28 155 193
reclassification 05 05 – – –
disposals – 01 19 173 193
at 31 december 2002 73 05 78 678 834
net book value
at 31 december 2002 170 10 55 326 561
at 31 december 2001 147 27 59 350 583
freehold land and buildings includes land of £15m 2001 £15m which is not being depreciated software and databases includes
assets under construction with a cost and net book value of £07m 2001 £nil the company has no tangible fixed assets
34 tns annual report 2002 12 acquisitions
during the year the group made acquisitions for a total consideration of £183m the most significant of which were the acquisitions
of the business and assets of elrick  lavidge marketing research april 2002 and the custom research division of greenfield online
january 2002 both in the us the broadcast division of bmc news a uk media intelligence business april 2002 and svenska
gallup in sweden august 2002 the group also increased its holdings in two joint ventures telegal and single source in israel from
26 to 51 and in an associate sis asia in singapore from 50 to 100 these entities have been treated as subsidiary
undertakings from the date of increase the group has also purchased the remaining minority interests of its subsidiaries modus in
hungary 49 tns hospitality and leisure in the uk 25 and tns media facts in the czech republic 10
details of the assets acquired are shown below
provisional 
book value revaluations fair value 
£m £m £m
fixed assets
tangible assets 11 04 07
11 04 07
current assets
stock – workinprogress 01 – 01
debtors 24 – 24
cash at bank and in hand 02 – 02
27 – 27
total assets 38 04 34
liabilities
creditors 20 – 20
share of net assets 18 04 14
goodwill 169
consideration 183
settled by
cash 174
deferred consideration – noncontingent 09
183
tangible assets have been revalued and written down by £04m to reflect their value in use to the group 
further adjustments to goodwill relating to acquisitions made in previous years have been made resulting in an increase in
goodwill of £14m goodwill has also been reduced by £101m due to the release of acquisition related liabilities no longer
considered payable
wwwtnsglobalcom 35 notes to the financial statements
13 fixed asset investments
investment in other associated
own shares investments total undertakings
group £m £m £m £m
cost
at 1 january 2002 65 24 89 12
exchange differences ––– 01
additions 22 01 23 –
share of profits after dividends ––– 01
disposals 19 – 19 –
at 31 december 2002 68 25 93 14
provisions against other investments
at 1 january 2002 – 10 10 05
at 31 december 2002 –10 10 05
net book value
at 31 december 2002 68 15 83 09
at 31 december 2001 65 14 79 07
additions to investment in own shares represent ordinary 5p shares in the company that were purchased in the open market
during the year for future use by the ebt at 31 december 2002 the esop trust held 2312241 ordinary 5p shares in the
company 2001 2748046 of those 839610 have had options granted over them under the longterm incentive plan
at 31 december 2002 the ebt held 7467266 ordinary 5p shares in the company 2001 8541813 of those 5023006 have had
rights granted over them under the longterm incentive plan shares over which options have not yet been granted had a market
value at 31 december 2002 of £60m profits arising on the disposal of shares following the exercise of share options relating to
the ebt are taken to other reserves
interests in joint ventures £m
at 1 january 2002 before goodwill amortisation
net assets 48
goodwill 125
173
additions – goodwill 02
disposals – net assets 01
exchange differences 09
share of profits retained 11
at 31 december 2002 before goodwill amortisation 194
goodwill amortisation
at 1 january 2002 02
charge for year 06
at 31 december 2002 08
net book value at 31 december 2002
net assets 67
goodwill 119
186
net book value at 31 december 2001
net assets 48
goodwill 123
171
36 tns annual report 2002 13 fixed asset investments continued
long term loans investment interests in
to subsidiary in own subsidiary other
undertakings shares undertakings investments total
company £m £m £m £m £m
cost
at 1 january 2002 1413 65 2790 01 4269
additions – 22 – – 22
repayments 37 – – – 37
disposals – 19 – – 19
at 31 december 2002 1376 68 2790 01 4235
provisions against investments
at 1 january 2002 –– 93 01 94
amounts written off investments –– 13 – 13
at 31 december 2002 –– 106 01 107
net book value
at 31 december 2002 1376 68 2684 – 4128
at 31 december 2001 1413 65 2697 – 4175
in the opinion of the directors the value of the interests in the group undertakings is not less than that stated in the relevant 
balance sheets 
wwwtnsglobalcom 37 notes to the financial statements
13 fixed asset investments continued
details of the principal investments in which the group or company holds more than 20 of the nominal value of any class of share
capital each of which is represented by ordinary shares are set out below each group undertaking operates principally in its
country of incorporation and has been included in the consolidated results the principal activity of all the undertakings listed is the
provision of market information all holdings are indirectly owned unless otherwise stated
ownership
country of 2002 2001
incorporation  
subsidiary undertakings
cmr us 100 100
emnid gmbh  co kg germany 100 100
gallup as denmark 100 100
louis harris france sa france 100 100
nipo bv netherlands 100 100
norske gallup institutt as norway 100 100
secodip sa france 100 100
sofres am sa spain 100 100
taylor nelson sofres asia pacific pty ltd australia 100 100
taylor nelson sofres korea korea 100 100
taylor nelson sofres uk ltd 
directly owned – formerly tns group ltd uk 100 100
taylor nelson sofres mexico sa mexico 100 100
taylor nelson sofres intersearch corp us 100 100
taylor nelson sofres sa france 100 100
taylor nelson sofres sa spain 100 100
taylor nelson sofres suomi oy finland 100 100
taylor nelson sofres entertainment group inc us 100 100
joint ventures
cvsc sofres media co ltd china 68 68
cvsc tns research co ltd china 46 46
finnpanel finland 50 50
latinpanel south america 33 33
taylor nelson sofres nrc japan 55 55
tns icap greece 51 51
associated companies
gie audiepub france 33 33
marktest portugal 40 40
telecontact international netherlands 49 49
38 tns annual report 2002 14 stock – workinprogress
group company
2002 2001 2002 2001
£m £m £m £m 
workinprogress 288 340 – –
15 debtors
group company
2002 2001 2002 2001
£m £m £m £m 
trade debtors 1346 1271 – –
amounts owed by joint ventures 07 02 – –
amounts owed by associated undertakings 09 07 – –
dividends receivable 06 01 545 408
deferred tax asset 05 – – –
other debtors 68 68 – –
prepayments and accrued income 152 95 – 01
1593 1444 545 409
further analysis of the group’s deferred tax balances is provided in note 6 of this £04m is recoverable after more than one year 
16 creditors
group company
2002 2001 2002 2001
£m £m £m £m 
amounts falling due within one year
bank loans 408 176 406 165
payments received on account 552 545 – –
trade creditors 229 217 – –
amounts owed to joint ventures 13 06 – –
amounts owed to associated undertakings 02 02 – –
corporation tax 67 70 – –
other taxation and social security 275 275 01 01
dividends payable 66 61 65 61
other creditors 95 115 01 01
obligations under finance leases – 03 – –
accruals and deferred income 485 456 19 13
2192 1926 492 241
amounts falling due after more than one year
amounts owed to subsidiary undertakings – – 873 980
bank loans 1996 2154 1991 2148
other 29 52 – –
2025 2206 2864 3128
bank loans in the company include gross borrowings of us1330m £826m v1480m £965m and £250m which have been
secured by guarantees issued by certain of the group’s subsidiary undertakings including taylor nelson sofres bv which also has
its shares pledged as security interest on the secured committed bank facility of £250m 2001 £250m is payable at the rate of
0875 above libor in addition the company has uncommitted facilities of £60m 2001 £58m upon which interest is payable at
between 025 and 0875 above libor 
wwwtnsglobalcom 39 notes to the financial statements
16 creditors continued
group company
2002 2001 2002 2001
£m £m £m £m 
bank loans are repayable as follows
between one and two years 500 159 500 159
between two and five years 1494 1991 1491 1989
over five years 02 04 – –
1996 2154 1991 2148
£07m 2001 £30m of other creditors is payable between one and two years £16m 2001 £18m between two and five years and
£06m 2001 £04m in five years or more
17 provisions for liabilities and charges
contingent 
deferred deferred
consideration pensions other taxation total
group £m £m £m £m £m
as at 1 january 2002 270 23 29 01 323
exchange differences 02 01 02 – 05
created 03 01 19 06 17
released 86 01 06 – 93
utilised 18 02 08 – 28
reclassifications –– 03 05 08
notional interest 04 – – – 04
as at 31 december 2002 175 22 39 – 236
the company had no provisions
provisions for contingent deferred consideration have been discounted where the effect is material using discount rates
comparable with bank lending rates available to the group deferred consideration represents amounts that the group is
contractually bound to pay in the future for acquisitions the amounts are determined by future results of the acquired businesses
the provisions are determined with reference to the latest information available and are expected to be paid within one to five
years of the balance sheet date
pension provisions are calculated from actuarial valuations of defined benefit plans or retirement benefit plans across the group
the provisions will be satisfied over the current service lives of employees
other provisions consists of liabilities arising as a result of ongoing litigation or claims and other amounts that are not individually
material to the group the amounts are expected to be paid within one to five years 
the deferred tax asset has been transferred to debtors see note 15
40 tns annual report 2002 18 financial instruments
taylor nelson sofres operates a central treasury function providing services to the group it arranges loans and funding invests
surplus liquidity and manages financial risk group treasury is not a profit centre and no speculative trades are permitted or
executed it operates within specific policies agreed by the board to control and monitor financial risk within the group and
reports regularly to the board against these policy requirements monthly reports to the board summarise new treasury activity
and measures of effectiveness prudent and controlled use is made of financial instruments where appropriate principally to
reduce fluctuation in interest costs forward exchange contracts and options are used to reduce fluctuation in exchange rates
transactions are effected with relationship banks as counter parties
for the purposes of the disclosures which follow in this note short term debtors and creditors and provisions which arise directly
from the group’s operations have been excluded as permitted under frs 13 the disclosures therefore focus on those financial
instruments that play a significant medium to long term role in the financial risk profile of the group an analysis of the carrying
value of all financial assets and liabilities is given in the fair value table on page 43
currency risk
the group’s principal exposures to exchange rate fluctuations arise on the translation of overseas net assets and profits into
sterling for accounting purposes the principal foreign currencies for the group are euro and us dollar the group’s transactional
foreign exchange exposure results mainly from sales and purchases of services between members of the group and is hedged by
matching cash flows through a netting process any minor residual exposures are covered on a short term basis by spot or
forward exchange contracts
translation exposures arising on consolidation of the group’s overseas net assets are minimised by broadly matching assets with
borrowings in each major foreign currency this provides a hedge against currency fluctuations by matching currency loans with
the underlying assets in the same currency the net movement in exchange reserves after the effect of hedging is a loss of £66m
after taxation 2001 loss of £3m the risk of currency translation of profits denominated in foreign currency is partly mitigated by
the use of option contracts in 2002 the financial effect of such items was immaterial
interest rate risk
the group has an exposure to variations in interest rates on its borrowings and manages these by fixing debt through drawings of
loans for extended periods and the use of interest rate hedging products such as swaps and forward rate agreements group
treasury policy requires between 25 and 75 of borrowings to be maintained at fixed rates however to benefit from the
current low levels of interest rates the board has approved an increase in the maximum level of fixed rate debt to 100 
at the year end gross debt was £2404m 2001 £2333m of which £1489m 62 2001 £1223m 52 was at fixed rate 
net debt at 31 december 2002 was £2048m 2001 £2092m cash held by the group was invested in short term cash deposits
with relationship banks at interest rates based on libid
the group uses derivative financial instruments to hedge exposures to fluctuations in interest rates on borrowings receipts and
payments on such instruments are recognised on an accruals basis over the life of the instrument
a 1 rise in interest rates would effect the overall interest charge as follows uk £02m reduction 2001 £01m reduction
us £04m increase 2001 £02m increase euro £02m increase 2001 £05m increase
liquidity risk
the group maintains a balance between certainty of funding and a flexible cost effective structure policy therefore dictates at
least 20 capacity based on current debt profile be maintained at 31 december 2002 £250m 2001 £250m of committed
facilities and £60m 2001 £58m of uncommitted facilities were available to the group
wwwtnsglobalcom 41 notes to the financial statements
18 financial instruments continued
currency and interest rate disclosure of financial assets and liabilities
the various interest rate and currency exposures of the group’s financial liabilities at 31 december were
average years to maturity
total floating rate fixed rate floating fixed
£m £m £m rate rate
2002
sterling 246 – 246 – 28
euro 1178 308 870 21 24
us dollar 1153 608 545 24 18
other 03 – 03 – 11
2580 916 1664 23 23
2001
sterling 332 01 331 10 39
euro 1090 582 508 34 36
us dollar 1173 524 649 31 36
other 09 02 07 10 49
2604 1109 1495 32 37
floating rate financial liabilities bear interest at rates based on libor or pibor fixed rate financial liabilities relate to the hedged
proportion of borrowings deferred consideration and future property rental provisions the weighted average interest rate for fixed
rate financial liabilities is sterling 656 2001 588 euro 520 2001 479 and us dollar 471 2001 401
the currency and interest rate exposures of financial assets at 31 december were
2002 2001
£m £m
sterling 205 82
euro 75 87
us dollar 47 53
other 29 19
356 241
financial assets represent cash and attract interest at floating rates
the maturity profile of the carrying amount of the group’s financial liabilities is 
total financial liabilities
1
gross borrowings
2
net borrowings
3
2002 2001 2002 2001 2002 2001
£m £m £m £m £m £m
within one year 540 192 408 179 52 62
between one and 
two years 521 188 500 159 500 159
between two and 
five years 1517 2184 1494 1991 1494 1991
over five years 02 40 02 04 02 04
2580 2604 2404 2333 2048 2092
1
bank loans obligations under finance leases future property rentals and deferred consideration
2
bank loans and obligations under finance leases
3
gross borrowings less cash
42 tns annual report 2002 18 financial instruments continued
the maturity profile of the group’s committed but undrawn borrowing facilities at 31 december was
2002 2001
£m £m
within one year 459 –
one to two years – 341
459 341
analysis of net monetary assets and liabilities by reference to principal functional currencies
2002 2001
euro us dollar other total euro us dollar other total
£m £m £m £m £m £m £m £m
functional currency
of group operations
sterling 31 15 – 46 10 02 – 12
euro – 01 – 01 – 01 – 01
us dollar 01 – – 01 01 – – 01
other ––– – ––––
30 16 – 46 09 03 – 12
fair value of financial assets and liabilities
the table below comprises book value and fair value of the group’s financial assets and liabilities at 31 december fair value is
based on the market price of comparable instruments at the balance sheet date
2002 2001
book value fair value book value fair value
£m £m £m £m
overdraft and borrowings 2404 2404 2333 2333
deferred consideration and future property rentals 176 176 271 271
cash and liquid funds 356 356 241 241
2224 2224 2363 2363
derivative instruments held to manage currency exposure 
on future interest payments –02 ––
derivative instruments held to manage interest rate exposure –53 – 14
hedging gains and losses
at 1 january 2002 there were unrecognised losses on interest rate hedges of £14m during 2002 £19m of losses were
recognised in the interest charge the decrease in fair value relating to existing and new hedges during the year was £58m 
2001 decrease of £14m at 31 december 2002 there were unrecognised losses on interest rate hedges of £53m 2001 £14m
of which £31m is expected to be recognised in 2003 income and £22m in 2004 or later
gains and losses on financial assets and liabilities for which hedge accounting has been used
the group matches currency assets to loansfunding in the same or closely related currency under ssap 20 the residue is
passed to reserves in 2002 this totalled a loss of £73m 2001 loss of £25m £57m of net exchange gains on foreign currency
loans 2001 £17m have been offset in reserves against exchange losses on the net investment in overseas subsidiaries of £130m
2001 £42m
wwwtnsglobalcom 43 notes to the financial statements
19 pensions and similar obligations
the group operates a number of pension plans for its employees throughout the world as well as complying with local laws and
regulations relating to the payment of retirement benefits the assets of all pension plans are held separately from those of the
group there were no prepayments or accruals in respect of any of the group’s pension plans in the current or previous year
uk
the pension plans in the uk are primarily defined contribution plans and the group’s contribution to such plans ranges from 4 to
8 of salary rising with the age of employees there are two defined benefit plans which are closed to new members both plans
were valued by independent qualified actuaries in 2001 using the projected unit method the market value of assets of these plans
was £36m which represented 172 of the benefits which have accrued to members the principal assumptions used were a
discount rate of 58 and that salary increases would be 30 per annum the cost in the year for defined contribution plans was
£20m 2001 £18m and for defined benefit plans was £nil 2001 £nil
france
companies in france participate in state compulsory arrangements regulations in france require that a lump sum is paid to
employees on retirement based on their final salary and the number of years service the provision required to meet these
amounts was assessed by independent qualified actuaries in 2002 and full provision has been made for the £15m 2001 £15m
liability identified movements in the liability are charged or credited to the profit and loss account in the year they are identified
us
there are defined contribution pension plans in operation in the us where the group undertakes to pay a contribution based on
amounts paid by employees up to a maximum costs are charged to the profit and loss account in the period they are incurred
the group also operates a defined benefit plan the plan was valued by independent qualified actuaries in 2002 using the unit
credit method the market value of assets of this plan was £12m which represented 175 of the accrued benefits the cost in
the year for defined contribution plans was £01m 2001 £03m and for defined benefit plans was £nil 2001 £nil
netherlands
the group operates a defined benefit plan in the netherlands this plan is insured although indexation increases to pensions in
payment remain the responsibility of the company provision for these indexation increases is made based on actuarial
assessments made by independent qualified actuaries the cost in the year was £06m 2001 £01m
other countries
where there are local requirements to provide lump sum payments at the time employees retire provision has been made based
on actuarial assessments
frs 17 disclosures
on 30 november 2000 the accounting standards board introduced a new standard frs 17 ‘retirement benefits’ replacing
ssap 24 ‘accounting for pension costs’ frs 17 is fully effective for periods ending on or after 1 january 2005 though
disclosures are required in the transitional period the second year of disclosures is set out below 
the following assumptions have been used to arrive at the frs 17 valuations
2002 2001
nether nether
uk france us lands uk france us lands
 
rate of increase in salaries 390 250 330 150 300 250 300 200
rate of increase for pensions in payment ––– 150 –– – 200
discount rate 550 540 620 540 580 580 690 580
inflation assumption 240 150 230 150 200 200 200 200
long term expected rate of return on equities 625 625 625 625 625 625 625 625
long term expected rate of return on bonds and cash 525 525 525 525 525 525 525 525
44 tns annual report 2002 19 pensions and similar obligations continued
the assets and liabilities of the pension plans at 31 december 2002 and 31 december 2001 are as shown below
2002 2001
nether nether
uk france us lands other total uk france us lands other total
£m £m £m £m £m £m £m £m £m £m £m £m
balance sheet
equities 02 – 06 23 – 31 02 – 10 16 – 28
bonds and cash 30 – 03 62 – 95 34 – 03 64 – 101
market value of assets 32 – 09 85 – 126 36 – 13 80 – 129
value of liabilities 29 17 09 81 10 146 21 19 07 76 07 130
deficitsurplus 03 17 – 04 10 20 15 19 06 04 07 01
related deferred tax 01 – – 02 – 03 04 – 02 01 – 07
02 17 – 02 10 23 11 19 04 03 07 08
funding level 110 – 100 105 – 86 171 – 185 105 – 99
provisions carried 
under ssap 24 26 30
increase in net assets 
under frs 17 03 22
the following amounts would be recorded in the profit and loss account under frs 17
2002
nether
uk france us lands other total
£m £m £m £m £m £m
current service cost – 01 – 06 03 10
other finance income
interest on liabilities 01 01 01 04 – 07
expected return on assets 02 – 01 04 – 07
01 01 – – – –
wwwtnsglobalcom 45 notes to the financial statements
19 pensions and similar obligations continued
under frs 17 the group’s deficit on its profit and loss account reserve would decrease from £905m to £902m 2001 decrease
from £852m to £830m
the movement in the frs 17 valuations from 31 december 2001 to 31 december 2002 would be reflected as follows if they were
recorded in the group accounts
£m 
1
nether nether
uk france us lands other total uk france us lands other total
statement of total
recognised gains
and losses 
actual less expected
return on assets 12 – 04 – – 16 38 – 44 – – 13
change of assumptions 03 01 02 12 – 18 10 6 22 15 – 12
gainloss on plan
liabilities 01 05 – 15 – 21 329 – 18 – 14
14 04 06 03 – 13
2002
nether
uk france us lands other total
£m £m £m £m £m £m
movement in frs 17 provision
previous surplusdeficit 15 19 06 04 07 01
contributions 01 – – 03 – 04
service cost – 01 – 06 03 10
other finance income 01 01 – – – –
statement of total recognised gains and losses 14 04 06 03 – 13
current surplusdeficit 03 17 – 04 10 20
1
the percentage for actual less expected return on assets is expressed as a percentage of the market value of assets the
percentage for change of assumptions and gainloss on scheme liabilities are expressed as a percentage of the value of liabilities
46 tns annual report 2002 20 share capital
2002 2001 2002 2001
number of shares number of shares £000 £000
authorised
ordinary shares of 5p each 510000000 510000000 25500 25500
allotted called up and paid
at 1 january 389236975 388158336 19462 19408
share options exercised during year
executive share plans 1230740 500941 62 25
savings related share plans 26182 31573 1 2
quest 456144 543888 23 27
wesp issues 202352 2237 10 –
at 31 december 391152393 389236975 19558 19462
during 2002 1230740 shares were issued to employees following the exercise of options under the executive share option plan
for a total consideration of £1575000 since 31 december 2002 a further 18980 shares have been issued to employees on the
exercise of options granted under the plan
during 2002 26182 shares were issued to employees following the exercise of options under the savings related share option
plan for a total consideration of £33000 since 31 december 2002 no further shares have been issued to employees on the
exercise of options granted under the plan
during 2002 456144 shares were issued to the quest for a total consideration of £885000 these shares were subsequently
transferred to employees to satisfy options exercised under the taylor nelson sofres savings related share option plan 
since 31 december 2002 no further shares have been issued to the quest on the exercise of options granted under the plan
during 2002 202352 shares were issued to employees following the exercise of options under the wesp for a total consideration
of £231000 since 31 december 2002 no further shares have been issued to employees on the exercise of options granted under 
the plan
wwwtnsglobalcom 47 notes to the financial statements
21 options and rights in shares of the company
at 31 december options had been granted and were still outstanding in respect of the company’s shares under the company
share option plans details of the plans are set out in the remuneration report the exercise of options under the executive share
option plan the savings related share option plan and the wesp may be satisfied either by the issue of new shares or shares
purchased in the market
the long term incentive plans use shares held by the esop and ebt trusts
exercise price exercise 2002 2001
year of grant pence period number of shares number of shares
long term incentive plans
1996 12125 1999  2003 19250 49000
1996 – 1999  2003 – 15000
1997 12125 2000  2004 68000 97000
1998 12125 2001  2005 636360 1018176
1998 95000 2001  2005 2182731 3352278
1998 75000 2001  2005 2045000 3670000
1999 75000 2002  2006 500000 500000
2002 75000 2005  2009 295275 –
2002 – 2004  2009 116000 –
5862616 8701454
executive share option plans
1992 1136 1995  2002 – 121031
1993 2295 1996  2003 49512 73274
1994 2772 1997  2004 55014 55014
1996 4748 1999  2006 57213 143036
1997 4748 2002  2007 202449 268469
1998 8625 2001  2008 1226750 1633000
1999 13675 2002  2009 1301234 1935000
1999 18500 2002  2009 40000 40000
2000 23750 2003  2010 1403000 1538000
2001 21800 2004  2011 1690000 1810000
2001 20350 2004  2008 430000 430000
2002 23250 2005  2009 1009701 –
2002 19500 2005  2009 1692500 –
2002 18400 2005  2009 1078500 –
2002 18400 2005  2012 181500 –
2002 14100 2005  2009 260000 –
10677373 8046824
48 tns annual report 2002 21 options and rights in shares of the company continued
exercise price exercise 2002 2001
year of grant pence period number of shares number of shares
savings related share option plan
1995 2563 2000  2002 – 80636
1996 3181 2001  2003 90711 90711
1997 3817 2002 17352 381312
1997 3817 2004 129723 142799
1998 10800 2002 – 650
1998 8700 2003 384854 419782
1998 8700 2005 119406 128012
1999 16700 2002 1972 47977
1999 13500 2004 307350 346550
1999 13500 2006 60966 73215
1112334 1711644
worldwide employee share plan
1999 9150 2004  2005 763259 872439
1999 12950 2004  2005 86854 91426
1999 11425 2002  2003 – 260424
1999 14500 2005 36192 45110
1999 18100 2003 26256 31010
2000 24950 2003  2004 93024 109100
2000 20000 2005  2006 393320 446483
2000 20000 2007  2008 49899 52728
2000 23556 2005  2006 47924 60254
2000 24850 2005  2006 5837 5837
2001 21350 2004  2005 113613 119337
2001 17100 2006  2007 466827 487425
2001 17100 2008  2009 37467 45847
2001 21840 2006  2007 21712 24056
2001 21350 2006  2007 4244 4634
2001 16000 2004  2005 39147 40544
2001 12800 2006  2007 112192 112192
2002 22800 2005 189956 –
2002 18300 2007 654964 –
2002 19400 2007 2013 –
2002 22800 2007 1960 –
2002 22400 2007 5623 –
2002 18300 2009 53184 –
2002 13100 2005  2006 25893 –
2002 10500 2007  2008 83755 –
3315115 2808846
in accordance with uitf 17 the company has elected to apply the exemption for approved saye plans and equivalent overseas
plans to the savings related share option plan and the wesp 
wwwtnsglobalcom 49 notes to the financial statements
22 share premium account and reserves
share premium other merger profit and
account reserves reserve loss account
group £m £m £m £m
at 1 january 2002 1027 09 – 852
exchange differences ––– 66
arising on issue of shares 26 – – 
amounts deducted in respect of shares issued 
to the quest see note 20 ––– 11
amounts arising from the exercise of share options 
see note 13 – 03 – –
retained profit for the year ––– 24
at 31 december 2002 1053 12 – 905
goodwill arising on consolidation prior to 1 january 1998 of £1433m has been eliminated against reserves
company
at 1 january 2002 1027 05 16 21
exchange differences ––– 01
arising on issue of shares 26 – – –
amounts deducted in respect of shares issued 
to the quest see note 20 ––– 06
amounts arising on the exercise of share options 
see note 13 – 03 – –
retained profit for the year ––– 46
at 31 december 2002 1053 08 16 62
the merger reserve in the company arises on the issue of shares as consideration for acquisitions and has been offset against the
goodwill reserve on consolidation
23 related party transactions
2002 2001
transactions with associated undertakings £m £m
turnover 03 06
purchases 05 05
amounts owed to associated undertakings at 31 december 02 02
amounts owed from associated undertakings at 31 december 09 07
transactions with joint ventures
turnover 10 08
purchases 11 –
amounts owed to joint ventures at 31 december 13 06
amounts owed from joint ventures at 31 december 07 02
50 tns annual report 2002 24 consolidated statement of cash flow
reconciliation of operating profit to net cash inflow from operating activities
2002 2001
total total
£m £m
operating profit 383 405
amortisation and impairment of intangible fixed assets 200 144
depreciation of tangible fixed assets 193 184
profit on sale of fixed assets 03 –
decrease in stock – workinprogress 61 67
increasedecrease in debtors 125 60
decrease in creditors 44 146
increase in provisions 05 13
net cash inflow from continuing operating activities 670 727
2002
reconciliation of net cash flow to movement in net debt £m
increase in cash in the year 115
cash inflow from increase in debt 125
change in net debt resulting from cash flows 10
translation difference 57
noncash movement 03
movement in net debt in the year 44
net debt at 1 january 2002 2092
net debt at 31 december 2002 2048
at 1 jan exchange noncash at 31 dec
2002 cash flow movement acquisitions movements 2002
analysis of net debt £m £m £m £m £m £m
cash at bank and in hand 241 113 – 02 – 356
loans repayable within 
one year 176 95 22 – 159 408
loans repayable after more 
than one year 2154 33 35 – 156 1996
obligations under 
finance leases 03 03 – – – –
2092 12 57 02 03 2048
the net noncash movement represents the amortisation of arrangement fees
2002
analysis of the net cash outflow in respect of the purchase of subsidiary undertakings and businesses £m
cash consideration
prior year acquisitions 21
2002 acquisitions 174
195
net cash acquired 02
net cash outflow in respect of the purchase of subsidiary undertakings and businesses 193
wwwtnsglobalcom 51 notes to the financial statements
25 financial commitments
group company
2002 2001 2002 2001
capital commitments £m £m £m £m 
contracted but not provided for 05 – – –
2002 2001
property equipment property equipment
annual lease commitments £m £m £m £m 
operating leases which expire
within one year 31 07 11 05
in two to five years 71 10 101 07
over five years 66 – 69 –
168 17 181 12
26 guarantees and contingencies
bank loans and credit facilities of the group have been jointly and severally guaranteed by the company and certain subsidiary
undertakings the maximum liabilities which could arise under these arrangements are £250m 2001 £250m at 31 december
2002 amounts outstanding were £2041m 2001 £2159m the shares of taylor nelson sofres bv and integres holdings bv
subsidiary undertakings have been pledged as security in relation to these arrangements
sofres sa has provided guarantees in the form of a letter of intent in relation to loans taken out to purchase properties in france
at 31 december 2002 the total loans outstanding were £05m 2001 £05m of which £nil 2001 £nil was secured over relevant
properties
a number of group companies have provided guarantees relating to rental commitments and commercial contracts in the normal
course of business at 31 december 2002 the total amounts guaranteed were £10m 2001 £18m
various group companies are party to legal actions and claims the most significant of which are associated with property £08m
and employmentrelated matters £30m although there is uncertainty regarding the final outcome of these claims the directors
believe that adequate provision has been made for anticipated liabilities
the group is also involved in various other legal proceedings arising out of the normal course of business the directors believe
that the outcome of these proceedings is uncertain but is unlikely to have a material effect on the group’s financial position
52 tns annual report 2002 wwwtnsglobalcom 53
we have audited the financial statements which comprise the group profit and loss account the group and company balance sheets
the group cash flow statement the statement of total recognised gains and losses the reconciliation of movements in shareholders’
funds and the related notes to the financial statements 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 the directors’ remuneration report and the financial statements in
accordance with applicable united kingdom law and accounting standards are set out in the statement of directors’ responsibilities 
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 in to 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 misstatements or material inconsistencies with the financial statements the other information comprises only the
financial highlights review section tns at a glance chairman’s statement chief executive’s statement finance director’s review
main board directors executive committee directors’ report corporate governance statement the unaudited part of the directors’
remuneration report shareholder information financial calendar and five year summary
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 company’s or 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 misstatement whether caused by fraud or other irregularity or error in forming our opinion
we also evaluated the overall adequacy of the presentation of information in the financial statements
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 31 december 2002 and
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
london 10 march 2003
independent auditors’ report
to the members of  taylor nelson sofres plc 54 tns annual report 2002
tony cowling 
3
chairman
age 67 a founder member of taylor nelson in 1965 he has
played a key role in building the company to its present position
initiating many of its major acquisitions and specialist divisions
became chief executive of taylor nelson agb plc in 1989 and
executive chairman of the merged taylor nelson sofres at 
the end of 1997 he relinquished his ceo responsibilities in 
june 2001
mike kirkham 
3
chief executive
age 56 joined agb research in 1970 and was appointed to the
taylor nelson agb board in 1992 he has extensive international
experience having had responsibility for a number of the group’s
activities in europe north america and asia in 1999 he was
appointed head of the sector executive committee responsible
for growing international specialist sector activities became chief
executive in june 2001
david lowden 
finance director
age 45 joined the group and was appointed to the board in
february 1999 he previously held senior finance positions at
asprey  garrard limited acnielsen nielsen international and
federal express corporation
ian portal 
company secretary
1 nonexecutive director and member of the 
remuneration committee
2 member of the audit committee
3 member of the nomination committee
main board directors
clockwise from above
rob rowley 
dr stephan buck
rémy sautter
dr neil cross
above tony cowling
left mike kirkham
below david lowden
dr stephan buck
123
chairman of the nomination committee
age 66 joined the board of agb in 1968 shortly after its
foundation and was associated with its growth to become the
largest market research company in europe in particular dr buck
set up and managed tv audience measurement services
internationally he is an honorary fellow of the market research
society and coeditor of its journal
dr neil cross 
123
chairman of the audit committee
age 57 joined the board in december 1996 he was a director 
of 3i group plc from 1989 to december 1996 among his current
nonexecutive directorships are alliance unichem plc close
technology  general vct plc chairman and dawson holdings
plc he is also chairman of the royal society for the
encouragement of arts manufactures and commerce the rsa
rob rowley 
123
senior independent director
chairman of the remuneration committee
age 53 joined the board in september 2002 from 1990 to 2001
he was on the board of reuters plc serving as finance director
from 1990 to 2000 and then as chief executive of reuterspace
he is currently executive deputy chairman of cable  wireless
plc and a nonexecutive director of prudential plc
rémy sautter 
13
age 57 joined the board in november 2002 he is chairman of
channel 5 and rtl radio he is also a nonexecutive director of
partnerre ltd a nyselisted global reinsurance company and
two media companies listed in france m6métropole télévision
sa and wanadoo sa wwwtnsglobalcom 55
the daytoday running of the group is the
responsibility of the tns executive committee
which comprises mike kirkham chief
executive and david lowden finance
director together with an international team
of senior managers
mike penford
associate director
age 49 based in the uk joined the group in 1993 and took
charge of uk panel operations in 1997 he became head of the
consumer panels sector from 2001 he has had responsibility for
the uk and ireland the healthcare sector tns branded
solutions tns interactive and the development of syndicated
services 
mike petch
age 47 based in the uk joined the group in 1986 as personnel
director of agb international and has remained with the company
through a period of significant change and growth during that
time he has gained considerable international hr experience and
is now group director of human resources
jeanmichel portier
associate director
age 50 based in france joined sofres in 1987 as scientific and
technical director and became chairman of secodip in 1992
from 1994 to 1999 he was also chief executive of europanel 
in 1999 he was appointed head of the media intelligence sector
and in 2001 took additional responsibility for france 
pedro ros
associate director
age 41 based in spain joined the group in 1985 working initially
in the consumer panel division and then in a number of different
roles in spain he was appointed country manager in 1994 a
position he held until 1999 when he became regional director for
southern europe and latin america in 2001 he took additional
responsibility for consumer panels worldwide 
bruce shandler
associate director
age 55 based in us started his research career in 1970 with
alan widra  associates a small field service research company
he developed this business into intersearch one of the largest
custom research companies in the us and was appointed
president in 1991 he became ceo of tns intersearch when it
joined the group in 1997 and took responsibility for the it sector
in 2001
sam van der feltz
associate director
age 48 based in the netherlands joined the group in 2001 
with responsibility for northern and central europe previously 
he spent 22 years at unilever in a number of international
management roles including managing director elida gibbs bv
and chairman of the dutch ice cream division he was also a
member of the board of unilever netherlands 
executive committee
top left to right
mike petch bruce shandler
mid left to right jeanmichel portier 
sam van der feltz mike penford
left pedro ros 56 tns annual report 2002
directors’ report
the directors of taylor nelson sofres plc submit their annual report for the year ended 31 december 2002
principal activities of the group review of the year and post balance sheet events
the principal activities of the group together with a review of the trading results for the year and future developments are contained
in the chairman’s statement the chief executive’s statement and the finance director’s review on pages 14 to 21 there were no
post balance sheet events 
dividends
the directors recommend a final dividend for 2002 of 17p per share payable on 7 july 2003 to shareholders on the register at the
close of business on 23 may 2003 the total dividend for the year including the interim dividend of 09p per share paid in 2002
amounts to 26p per share 2001 24p 
directors
the directors of the company at the date of this report are as shown on page 54 nick hodges and jacqueshenri david retired 
as directors of the board on 31 december 2002 and 31 january 2003 respectively rob rowley was appointed to the board on 
1 september 2002 and rémy sautter on 12 november 2002 and in accordance with the articles of association both retire and offer
themselves for reelection at the annual general meeting dr stephan buck dr neil cross and mike kirkham retire by rotation at the
annual general meeting and also offer themselves for reelection details of directors’ interests and in relation to the executive
directors only awards under the share option and longterm incentive plans are given in the remuneration report on pages 62 to 66
there were no changes in the directors’ registered interests in the shares of the company during the period from 31 december 2002
to 10 march 2003 other than as a result of the retirements mentioned above no director had any material interest at any time during
the year in any transaction of significance in relation to the group’s business
development activities
the group has a policy of investing in the development of services consistent with the overall group strategy these investments 
are controlled by the executive committee against an annual budget approved by the board 
substantial shareholdings 
as at 4 march 2003 the company has been notified of the following substantial interests 3 per cent or more in its ordinary 
share capital
shareholder holding 
fmr corporation 33842514 865
henderson global investors 33032050 844
insight investments 31647631 809
threadneedle asset management 27458354 702
scottish widows investment 20325161 520
legal  general investment management 13380873 342
creditor payment policy
the group’s policy is to agree the terms and conditions of transactions with all suppliers in advance and to comply with them 
subject to satisfactory performance by the supplier taylor nelson sofres plc has no trade creditors group trade creditors at 
31 december 2002 were equivalent to 40 days’ purchases during the year
environmental policy
given the nature of its activities the group continues to have a minimal impact on the environment the directors recognise however
that the group is a part of a wider community involving employees shareholders customers suppliers and other stakeholders and
that group companies have a responsibility to act in a way that respects the environment initiatives have been taken therefore by
many group companies to improve environmental practices these include effective recycling systems as well as practices for the
efficient use of electricity  wwwtnsglobalcom 57
health and safety 
the group aims to provide and maintain a safe environment for all employees customers and visitors to its premises and to comply
with relevant health and safety regulation 
employee involvement
full and open communication with employees is a priority for the group whose key asset is its staff internal communications are
designed to ensure that employees are well informed about the group’s strategy and performance as well as of developments at a
groupwide and local level the intranet system is now available to the majority of employees around the world supported by print
and email communications emails can target specific populations of staff or all current employees local employee forums and 
work councils exist in a number of eu countries and the european works council discusses crossborder issues
when vacancies arise they are advertised internally consideration is given to all applications for employment regardless of gender
race ethnic origin disability age sexual orientation or religious or political beliefs the group is supportive of the employment and
advancement of disabled persons or employees who become disabled during their employment
the group encourages employee participation in its future through share ownership the worldwide employee sharesave plan
allocated 1055865 ordinary shares during 2002 the executive share option plan granted options in 2002 over 4130201 ordinary
shares 1318392 awards were made under the longterm incentive plan during the year the group employed an average of 
9063 people worldwide in 2002
charitable and political donations 
the group continues to support charitable causes and in 2002 donated £17127 2001 £21277 the group made no political
donations in 2002 2001 £nil
authority to buyin shares
under article 51 of its articles of association the company is empowered to purchase its own shares the directors consider that 
the power to make purchases in the market of the company’s own shares should be maintained and the necessary special resolution
will be proposed at the annual general meeting this power was not exercised during 2002
tax status
the company is not a close company within the provisions of the income and corporation taxes act 1988 and this position has not
changed since 31 december 2002
annual general meeting
the 2003 annual general meeting will be held on 14 may 2003 at 1130 am at taylor nelson sofres plc westgate london w5 1ua
the notice convening the annual general meeting is contained in a separate circular sent to shareholders with this report 
auditors
following the conversion of the company’s auditors pricewaterhousecoopers to a limited liability partnership llp from 
1 january 2003 pricewaterhousecoopers resigned on 4 february 2003 and the directors appointed its successor
pricewaterhousecoopers llp  as the company’s auditors a resolution to reappoint pricewaterhousecoopers llp as auditors to 
the company will be proposed at the annual general meeting 
statement of directors’ responsibilities
company law requires the directors to prepare financial statements for each financial year that 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
the directors confirm that they complied with the above requirements in preparing the financial statements
the directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial 58 tns annual report 2002
directors’ report
continued 
position of the company and the group and to enable them to ensure that the 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
going concern
the financial statements which appear in this report have been prepared on a going concern basis after making appropriate
enquiries the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for
the foreseeable future
by order of the board
ian portal
company secretary 
10 march 2003 wwwtnsglobalcom 59
corporate governance
the board is committed to good corporate governance and supports the combined code on corporate governance issued by 
the financial services authority the ‘combined code’ during 2002 the group complied with all of the provisions set out in 
section 1 of the combined code except to the extent that the notice period in the service contract of mike kirkham the chief
executive is two years as explained in the remuneration report 
composition of the board
the board comprises the chairman chief executive and finance director as well as four nonexecutive directors the nonexecutive
directors with their broad range of experience bring an important independent perspective to board decision making 
in addition to the board members the company has five associate directors who are invited to attend board meetings they do not
have a right to vote at such meetings however it does allow them the opportunity to participate in key discussions whilst providing
all board members with access to the senior managers responsible for the operation of the business 
tony cowling chairs the board and mike kirkham is chief executive the board has agreed their respective roles and responsibilities
to ensure they are clearly defined and that there are appropriate checks and balances in place rob rowley has acted as senior
independent director since 1 january 2003 following the retirement of nick hodges on 31 december 2002
biographical information on each of the directors is given on page 54
function of the board
the board is accountable to shareholders for the group’s business operations and affairs it participates in the establishment of 
the group’s strategy and then oversees its implementation the presence of the associate directors at board meetings assists in this
process the board is also responsible for monitoring the group’s financial and operational performance ensuring that appropriate
risk management is in place and is being adhered to in addition the board ensures that appropriate corporate governance
procedures are established in order to protect the interests of shareholders and other stakeholders 
there is a schedule of matters specifically reserved for consideration by the board that includes approval of financial statements
transfer of company assets major acquisitions and disposals expenditure authority levels and treasury and risk management
procedures the full board met nine times during 2002 
retirement by rotation
in accordance with the company’s articles of association executive directors retire by rotation and submit themselves for reelection
every three years and nonexecutive directors every two years 
information and advice
board members are regularly briefed on matters affecting the group’s activities such as significant industry developments as well 
as changes to the legal and regulatory environment in which the group operates board reporting is designed to ensure that all
information relevant to board decisions is submitted by the executive to board members in a timely manner prior to each board
meeting there is an agreed procedure whereby all members of the board may obtain independent professional advice in the
furtherance of their duties such advice was not sought by any director during 2002 all directors also have access to the services 
of the company secretary 
board committees
the board has established three committees to assist in fulfilling its duties an audit committee a nomination committee and a
remuneration committee terms of reference have been adopted in respect of each committee 
the audit committee consists of nonexecutive directors only as shown on page 54 and is chaired by dr neil cross its
responsibilities include monitoring internal control approving the group’s accounting policies reviewing the interim and annual
financial statements before their submission to the board and keeping under review the scope and costs of audit and the nature and
extent of nonaudit services provided by the auditors the external auditor attends all audit committee meetings and has direct
access to the committee chairman the committee is entitled to take independent professional advice and has full independent
powers of investigation and access to information the audit committee met twice during 2002 
the nomination committee comprises all nonexecutive directors the group chairman and the chief executive and is chaired by 
dr stephan buck the role of the nomination committee is to devise criteria for board membership and review candidates for
directorships both executive and nonexecutive the nomination committee met three times during 2002  60 tns annual report 2002
corporate governance
continued 
the composition and responsibilities of the remuneration committee together with an explanation of how it applies the principles of
the combined code in establishing director remuneration are included in the remuneration report on pages 62 to 66 the
remuneration committee met seven times during 2002 
internal controls
the board is responsible for ensuring the group has an appropriate system of internal controls within the group’s regionalsector
structure day to day management of those controls is delegated to senior management of the relevant operating units each year all
operations perform an assessment of the effectiveness of the internal controls in place in their business through an internal control
questionnaire and report their findings to the group in march 2002 a formal business review function and process were approved by
the audit committee and board under the review a number of group businesses are subject to a detailed review on the basis of a
risk assessment including financial operational and compliance controls recommendations for change are agreed with local
management and the findings are reported to the executive committee and ultimately to the audit committee and the board during
2002 five such reviews were performed by these mechanisms the board has conducted a review of the effectiveness of the group’s
system of internal controls for the year ended 31 december 2002 the group’s system of internal controls is designed to manage
rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance
against material misstatement or loss
the executive committee the composition of which is shown on page 55 is responsible to the board for the overall implementation
of the strategy in the day to day running of the business it has set out a procedure for risk management that is reviewed regularly
and on which it reports to the board the executive committee has reviewed the key business financial operational and compliance
risks facing the group prioritised their significance and assessed the current procedures and processes in place to detect and
address them initiatives have been put in place to address the key risks which supports the group in achieving its strategy
the board is of the view that there are appropriate ongoing procedures for identifying and evaluating significant risks faced by the
group these procedures have been in place for the financial year covered by this report and up to the date the annual report and
accounts were approved the procedures comply with the internal control guidance for directors on the combined code 
financial controls and reporting
the group operates a comprehensive system for financial reporting to the board based on an annual budget and regular forecasts
financial performance is reported and appraised regularly and the operational management team identifies any new business
matters key risks facing the operating units and recent acquisitions in its reports to the board the board approves the budget in line
with the group’s corporate strategy
pension funds
assets of the pension funds established for the benefit of the group’s employees are held separately from those of the group 
in the uk these are held under trust by taylor nelson sofres trustees limited the board of which comprises both employee
representatives and group board members in accordance with the requirements of the pensions act 1995 in the netherlands these
are held by stichting nipo pension funds in the us the group operates a number of section 401k plans with independent providers
as well as the cmr llc union pension plan the assets of which are held under trust by northwest bank minnesota na 
details of pension commitments are given on pages 44 to 46
shareholder communication
the group has in place a structured programme of communications with shareholders executive directors meet regularly with
existing and prospective institutional investors in the uk europe and the us to provide background information regarding the group
and to improve their understanding of the company’s business and strategy in accordance with the requirements of the listing rules 
of the uk listing authority pricesensitive information is released to both institutional and private shareholders at the same time 
group results are announced twice yearly and the presentations made to analysts are webcast on the group’s website 
wwwtnsglobalcom on the day of the announcement 
the senior independent director meets with the company’s brokers twice a year to keep abreast of institutional shareholders’
attitudes to the company the annual general meeting provides an opportunity for shareholders to meet with and question the
directors
during 2002 14 announcements were made to the stock exchange informing the market of acquisitions financial results and board
changes these announcements together with current and back issues of the annual and interim reports and webcasts of the wwwtnsglobalcom 61
company’s financial results presentations are available on the group’s website shareholders can register on the website to receive
copies of press releases and financial results by email
annual general meeting
at least 20 working days’ notice is given to shareholders of the annual general meeting all results of proxy votes are read out and
made available for review during the meeting the chairman executive directors and chairmen of the audit nomination and
remuneration committees all attend the annual general meeting and are available to answer questions from shareholders
new developments
the board is currently considering the derek higgs review of the role of the nonexecutive directors and sir robert smith’s report on
proposed guidance for audit committees both published in january 2003 and will report to shareholders on the impact these reports
have on the company for its financial year commencing 1 january 2004  62 tns annual report 2002
remuneration report
composition and role of the remuneration committee
the remuneration committee comprises all the nonexecutive directors as detailed on page 54 and throughout 2002 was chaired by
nick hodges from january 2003 rob rowley has been chairman of the committee with the exception of dr stephan buck all
members of the remuneration committee in both 2002 and 2003 are considered to be independent in corporate governance terms
the board believes that dr stephan buck’s knowledge of the group and of the market research industry is invaluable to the
remuneration committee and therefore supports his position as a committee member
mike petch group human resources director and jane drysdale group compensation and benefits director provide supporting
information to the remuneration committee the chairman tony cowling and chief executive mike kirkham attend the meetings as
required by invitation 
external advice is received from time to time from new bridge street consultants nbsc on remuneration matters that affect senior
executives in addition the group participates in and purchases a number of remuneration surveys the data from which are used to
help formulate remuneration decisions nbsc provides compensation advice on other remunerationrelated matters to the hr team
but does not undertake tax or audit services or any other services that may lead to a conflict of interest 
the remuneration committee’s role is to advise the board on overall remuneration policy and on its behalf to determine the
remuneration packages of the executive directors and senior executives the committee’s responsibilities are 
■ to ensure that in determining salary its policy and practices support business strategy by being competitive and costeffective
■ to align the interests of executive directors and senior executives with those of shareholders through the establishment of
appropriate short and longterm incentives
■ to determine performance targets applicable to the annual bonus and longterm incentives
■ to ensure that the determination of remuneration packages follows formal and transparent procedures
remuneration policy
the following remuneration principles apply across the group to all employees including executive directors and senior executives
■ total remuneration should be structured to facilitate the recruitment and retention of key individuals
■ remuneration should be competitive in the local and global market places
■ bonus plans should be in place to encourage delivery against challenging annual financial targets
■ longterm alignment of individuals’ interests with company performance should be strengthened through share option plans and
equity participation
■ individuals should have an appropriate balance of salary short and longterm incentives and benefits within their total
remuneration
mike kirkham’s and david lowden’s remuneration packages are structured to have a maximum annual cash bonus opportunity of
100 per cent and 75 per cent of base pay respectively they also have the opportunity to be considered for an annual grant of
options over shares with a maximum market value at the time of grant of two times their earnings the value of mike kirkham’s
benefits equate to approximately 11 per cent of his base pay and for david lowden the benefits value is approximately 9 per cent of
base pay tony cowling is no longer eligible for share option grants and approximately three quarters of his annual remuneration is
given in the form of base pay with the balance being his annual cash bonus plan capped at £75000 and benefits worth
approximately 4 per cent of base pay    
the committee takes into account external market data supplied by independent professional sources for benchmarking purposes
the group continues to position itself against companies in the ftse 250 with a specific focus on those organisations with sector
and size similarities a number of the group’s key senior executives are located outside the uk for example in france the
netherlands the us spain and singapore and so total remuneration is compared internationally and locally with particular regard to
the levels of remuneration in the industries and businesses in which the company competes the remuneration committee’s objective
is that cash remuneration is typically positioned at the median of the comparative market place with high performing individuals able
to increase their total remuneration above the median through their annual bonus plans
the fees of the nonexecutive directors are a matter reserved for the board as a whole excluding the nonexecutive directors 
the nonexecutive directors do not participate in the company’s pension annual bonus or share option plans 
chairman and executive directors’ remuneration elements
base pay
this is reviewed annually on 1 january and reflects the rate for the specific role base pay increases recognise external pay
movements and individual performance and base pay is the only pensionable element of remuneration wwwtnsglobalcom 63
annual bonus
executive directors and senior executives have annual cash bonus plans that reward growth in profit and operating margin 
each year’s performance provides the platform for the next year’s targets giving a continuous drive for higher levels of achievement
the bonuses are a maximum of £75000 100 per cent of base pay and 75 per cent of base pay for tony cowling mike kirkham and
david lowden respectively
longterm incentives
longterm incentive arrangements are employed as a performance incentive and as a key retention tool executive directors are
eligible to participate in the 2001 executive share option plan the equity participation plan and in exceptional circumstances the
longterm incentive plan participation is at the discretion of the remuneration committee subject to plan rules and within the terms
of the agreed remuneration policy
pension
mike kirkham and david lowden are members of a money purchase pension plan governed by an independent trust the group
contributes 8 per cent of salary for mike kirkham and 6 per cent of salary for david lowden tony cowling’s membership of the plan
ceased in january 2002
benefits
individual private health insurance independent financial and taxation counselling and health screening are provided there is no
company car benefit for any director 
longterm incentive plans 
at the annual general meeting in june 2001 shareholders approved two new incentive plans these were the 2001 executive share
option plan which replaced the 1994 executive option plan and the equity participation plan the remuneration committee has
agreed that executive directors should be encouraged to hold shares in the group and it is planned that this shareholding will be
achieved through a policy of retention of a proportion of the shares gained through the options plans
2001 executive share option plan esp
executive directors and selected employees are eligible to participate in the plan at the discretion of the remuneration committee
annual grants of options may be made over shares worth up to twice the value of an individual’s remuneration grant levels are
subject to the individual’s performance and value to the business options are exercisable between three and ten years after grant
subject to the achievement of the following performance conditions
■ for 50 per cent of each grant growth in eps before goodwill charges must exceed inflation plus an average of 4 per cent per
annum over three years and
■ for the remaining 50 per cent growth in eps before goodwill charges must exceed inflation plus an average of 8 per cent per
annum over three years
if performance conditions have not been met after three years remeasurement will take place annually for up to two further years
using the original year as a fixed base if performance conditions have not been satisfied at this point the options will lapse fixed
base retesting is appropriate for this plan as it is a critical retention tool for the group that demands high levels of performance from
its participants eps was chosen as a suitable performance measure as it provides a meaningful and clear measure of improvement
in the company’s financial performance and as it is disclosed in the accounts is transparent to shareholders 
2001 equity participation plan epp
shareholders gave authority for this plan in 2001 and it is intended that 2003 will be the first year of its use executive directors and
selected employees are eligible to participate in the plan at the discretion of the remuneration committee 
under the plan employees may deposit company shares to a market value not exceeding 50 per cent of the individual’s base salary
in any one year in return a matching award will be granted over shares with a market value on the day of grant equal to half the pre
tax amount which would have been required by the individual to acquire the deposited shares a matching award will normally be
exercisable between the third and tenth anniversaries of its grant and is conditional upon the deposited shares being retained and
the executive remaining in employment at this time 
the plan has been structured to provide an incentive for executives to build and maintain a shareholding in the company through
regular annual purchases of shares thereby creating a clear alignment with shareholders as the plan is designed to be highly
retentive it is not the intention of the remuneration committee to attach performance conditions to the matching award 64 tns annual report 2002
remuneration report
continued
worldwide employee sharesave plan wesp 
the company continues to operate the wesp that was adopted in 1999 and replaced the savings related share option scheme
srsos the plan is a share option plan in which the employee saves from salary up to a maximum of £150 per month over a fixed
period of time for a minimum of three years and is then given the opportunity to purchase fixed price shares from his or her fund
the group uses the wesp to encourage global ownership of shares by employees
longterm incentive plan ltip
the company’s ltip is used to make awards of shares to selected employees and executive directors in recruitment or acute
retention situations or other exceptional circumstances at the discretion of the remuneration committee awards under the ltip may
be structured as nil cost options or requiring the payment of an exercise price which is set at the time of the grant performance
conditions set by the remuneration committee are normally attached to awards
service contracts
the remuneration committee has established all aspects of directors’ service contracts in the light of specific circumstances of the
group and current practice there is typically no fixed term to the contracts and the remuneration committee has agreed that going
forward notice periods within any new contracts will be 12 months in the event of termination all contractual obligations would be
honoured by the company subject to mitigation
contract or date due early termination 
appointment  date for reelection notice period liabilities  
dr stephan buck april 1992 may 2003 not applicable none 
tony cowling july 2001 may 2004 12 months rolling note
1
dr neil cross dec 1996 may 2003 not applicable none
jacqueshenri david
2
feb 1998 not applicable not applicable not applicable 
nick hodges
3
dec 1997 not applicable not applicable not applicable  
mike kirkham jan 1993 may 2003 24 months rolling
4
note
1
david lowden march 1999 may 2005 12 months rolling
5
note
1
rob rowley sept 2002 may 2003 not applicable none 
rémy sautter nov 2002 may 2003 not applicable none 
notes
1 if the contract were terminated without giving proper notice damages for breach of contract would be salary and any other benefits such as
pension contribution health and life assurance but subject to mitigation by the director if the contract were terminated with proper notice being
given no damages would be paid
2 jacqueshenri david retired from the board and all remuneration ceased with effect from 31 january 2003
3nick hodges retired from the board and all remuneration ceased with effect from 31 december 2002
4 the committee believes that the 24month notice period is appropriate for mike kirkham’s role as chief executive where his particular
contribution and expertise is invaluable to the group this provision within the contract was deemed appropriate when the contract
commenced following the merger with agb in 1992 
5 david lowden’s notice period increases to 24 months in the event of change of control if he is not offered a position in the reconstructed
company on generally equivalent terms
directors’ interests in shares of the group
31 december 2001 
31 december 2002 or date of appointment
beneficial nonbeneficial beneficial nonbeneficial   
dr stephan buck 63000 – 63000 –
tony cowling 2815820 690130 3015820 721911 
dr neil cross 20000 – 20000 –
jacqueshenri david 10000 – 10000 –
nick hodges 15000 – 15000 –
mike kirkham 194654 – 144654 – 
david lowden 25000 – 15000 – 
rob rowley – – –– 
rémy sautter –– ––  wwwtnsglobalcom 65
directors’ emoluments
total pension contributions
salary bonus benefits fees 2002 2001 2002 2001
notes £000 £000 £000 £000 £000 £000 £000 £000
dr stephan buck 1– – – 102 102 92 – – 
tony cowling 2 257 75 1 – 333 546 2 27 
dr neil cross – – – 30 30 29 – – 
jacques–henri david3– – – 30 30 29 – – 
martin frame 4 – – – – 0 242 – – 
nick hodges 5 – – – 33 33 32 – – 
mike kirkham 2 330 161 5 – 496 400 26 23 
david lowden 270 105 5 – 380 346 16 15 
rob rowley 6– – – 10 10 0 – – 
rémy sautter 7– – – 4 4 0 – – 
hugh stammers 8– – – – 0 90 – 7 
pierre weill 9–– – – 0 1126 – – 
857 341 11 209 1418 2932 44 72 
notes 
1 fees to dr stephan buck include £72110 as payment for consulting services to the group which will cease from april 2003
2 earnings for 2001 reflect the changes in responsibilities from june 2001
3 jacques–henri david retired from the board on 31 january 2003
4 martin frame resigned from the board on 31 december 2000 on 31 august 2001 he left full–time employment with the group receiving
£242480 compensation for the remaining period of his two year contract he is employed on a parttime basis for a period of five years from
1 september 2001 in which capacity he receives payments of £4000 per annum on 18 march 2002 he exercised options over 600000 shares
at an average of 75p market value was 232p per share on that date giving a gain of £939064
5nick hodges retired from the board on 31 december 2002 
6 rob rowley was appointed to the board on 1 september 2002
7 rémy sautter was appointed to the board on 12 november 2002
8 hugh stammers resigned from the board on 12 june 2001 but continued in the groups employ until 30 june 2002 earning salary of £89960
pension contributions of £14394 bonus of £14521 and healthcare benefit of £418 he received a payment of £104481 on leaving the group
on 12 december 2002 he exercised his remaining options to acquire 600000 shares at an average of 75p each market value was 154p per
share on that date giving a gain of £474000
9 pierre weill resigned from the board on 12 june 2001 he has been retained as a consultant to the group for a period of three years from 
1 november 2001 in which capacity he received payments to a value of £302180 in 2002 directors’ interests in share options
1 jan 31 dec market price 
plan 2002 granted exercised lapsed 2002 option price on grant exercise period 
tony cowling wesp 1687 – – – 1687 200p 2675p 1 jul 2005 – 31 dec 2005
wesp 1973 – – – 1973 171p 2425p 1 jul 2006 – 31 dec 2006 
wesp – 833 – – 833 228p 236p 1 jul 2005 – 31 dec 2005 
esp 80000 – – – 80000 2035p 205p 30 jun 2004 – 30 jun 2008 
ltip 568182 – – – 568182 95p 14175p 30 jun 2001 – 10 jun 2005 
ltip 181818 – – – 181818 12125p 136p 30 jun 2001 – 2 jun 2005 
ltip – 116000 – – 116000 nil 177p 12 apr 2004 – 1 jul 2009 
mike kirkham srsos 3700 – – – 3700 135p 1475p 1 jul 2004 – 31 dec 2004 
wesp 403 – – – 403 2495p 2675p 1 jul 2003 – 31 dec 2003 
wesp – 1808 – – 1808 183p 236p 1 jul 2007 – 31 dec 2007 
esp 200000 – – – 200000 2035p 205p 30 jun 2004 – 30 jun 2008 
esp – 15000 – – 15000 184p 177p 31 jul 2005 – 31 jul 2012 
esp – 285000 – – 285000 184p 177p 31 jul 2005 – 31 jul 2009 
ltip 568182 – – – 568182 95p 14175p 30 jun 2001 – 10 jun 2005 
ltip 181818 – – – 181818 12125p 136p 30 jun 2001 – 2 jun 2005    
david lowden srsos 5000 – – – 5000 135p 1475p 1 jul 2004 – 31 dec 2004  
esp 150000 – – – 150000 2035p 205p 30 jun 2004 – 30 jun 2008  
esp – 15000 – – 15000 184p 177p 31 jul 2005 – 31 jul 2012  
esp – 185000 – – 185000 184p 177p 31 jul 2005 – 31 jul 2009  
ltip500000 – – – 500000 75p 1475p 30 may 2002 – 20 may 2006
2442763618641 – – 3061404
notes
1 options granted under the srsos and the wesp are not subject to any performance conditions
2 options granted under the esp are subject to the performance conditions outlined in the policy section
3 options granted under the ltip are subject to the following performance conditions but see also note 4 below 
the real compound annual growth of the group’s eps before goodwill charges over three consecutive financial years must exceed at least 
6 per cent in most cases the options are only exercisable in full if the rate so calculated is 12 per cent should the exercise conditions not be
met retesting may occur on a rolling threeyear basis throughout the life of the plan
4 options over 116000 shares were granted for nil consideration to tony cowling no performance conditions were attached to this award as it
represented the final element of compensation payable to him for the change in his role in june 2001
5 the market price of the ordinary shares at 31 december 2002 was 152p and the range during the year was 1215p to 2475p
performance graph
this graph illustrates the performance of taylor nelson sofres plc and the ftse 250 index over the past five years the company has
been a constituent of this index from may 1998 and the directors feel that it is the most meaningful one for comparative purposes 
ian portal  company secretary
10 march 2003
66 tns annual report 2002
remuneration report
continued
value to the end of 2002 of £100 invested
in taylor nelson sofres on 31 december
1997 compared with £100 invested in the 
ftse mid 250 return index
■ taylor nelson sofres
■ ftse mid 250 return
31 dec 97 31 dec 98 31 dec 99 31 dec 00 31 dec 01 31 dec 02
£350
£300
£250
£200
£150
£100
£50 wwwtnsglobalcom 67
website
information about taylor nelson sofres including share price information is available on the group’s internet site 
wwwtnsglobalcom material likely to be of particular interest to investors can be found in the investor centre the site contains
copies of announcements made to the london stock exchange interactive versions of the group’s annual reports as well as
webcasts of the company’s financial results presentations it is possible to register on the site to receive email alerts when new
announcements become available on the internet the tns investor centre won the 2002 investor relations best practice website
award for a ftse 250 company
registrar
the company’s registrar is computershare investor services plc any enquiries about shareholdings in taylor nelson sofres plc for
example changes to name or address or loss of share certificate should be sent in writing to computershare investor services plc
po box 82 the pavilions bridgwater road bristol bs99 7nh tel 44 0870 702 0000 email webqueriescomputersharecouk 
please ensure that all correspondence refers to taylor nelson sofres plc and clearly states the registered name and address of 
the shareholder
electronic communications
shareholders are able to ask the company to communicate with them electronically rather than by post shareholders wishing to take
advantage of this service may do so by registering their email address on the computershare website which can be accessed
through the investor centre at wwwtnsglobalcom registration is free and easy to complete all that is required for registration is
the shareholder reference number that is shown on dividend tax vouchers and share certificates shareholders who have registered
for this service will be sent an electronic notification to let them know when the company’s annual report becomes available on the
group’s website
shareholders are able to look up a range of information on the computershare website including the number of taylor nelson sofres
shares they hold details of the registered name and address and dividend payment instructions if shareholders have more than one
account arising from inconsistencies in name and address details they may avoid duplicate sets of mailings by asking
computershare to amalgamate their holdings
adr program
the company has a sponsored level 1 american depository receipt adr program for which the bank of new york acts as
depository a level 1 adr program is not listed on a us stock exchange and trades in the overthecounter otc market the adr
trading symbol is tynly and price quotes can be obtained from wwwpinksheetscom one adr represents 15 ordinary shares
when dividends are paid to shareholders the depository makes the equivalent payment in us dollars to adr holders 
for adr shareholder enquiries please contact shareholder relations the bank of new york po box 11248 church street station
new york ny 102861258 usa tel 1 610 312 5315 from the usa 1888bnyadrs toll free 
email shareownersvcsbankofnycom website wwwadrbnycom
investor relations
for investor enquiries please contact janis parks head of investor relations taylor nelson sofres plc westgate london w5 1ua
tel 44 020 8967 1584 fax 44 020 8967 1386 email janisparkstnsglobalcom
financial calendar
annual general meeting 14 may 2003 at 1130 am at taylor nelson sofres plc westgate london w5 1ua
results and final dividend 2002 announced on 10 march 2003 exdividend date 21 may 2003 record date 23 may 2003 
dividend payable 7 july 2003
six months results 2003 to be announced on 8 september 2003
advisers
auditors pricewaterhousecoopers llp  1 embankment place london wc2n 6rh tel 44 020 7583 5000
stockbrokers cazenove 12 tokenhouse yard london ec2r 7an tel 44 020 7588 2828
deutsche bank ag london 1 great winchester street london ec2n 2db tel 44 020 7545 8000
bankers the royal bank of scotland plc waterhouse square 138142 holborn london ec1n 2th tel 44 020 7427 8000
financial advisers deutsche bank ag london 1 great winchester street london ec2n 2db tel 44 020 7545 8000
n m rothschild  sons limited new court st swithin’s lane london ec4p 4du tel  44 020 7280 5000
shareholder information and financial calendar 68 tns annual report 2002
2002 2001 2000 1999 1998
£m £m £m £m £m
turnover 
continuing activities 6019 5827 4793 3809 3398
acquisitions 170 ––––
discontinued operations – ––– 22
6189 5827 4793 3809 3420
less share of joint ventures 157 76 – – –
6032 5751 4793 3809 3420
operating profit before goodwill charges
continuing activities 573 542 444 340 283
acquisitions 06 ––––
discontinued operations – ––– 02
579 542 444 340 285
goodwill charges 196 137 54 14 01
operating profit 383 405 390 326 284
share of operating profit of joint ventures 
after goodwill charges of £06m 2001 £02m 13 08 – – –
operating profit including joint ventures
before goodwill charges associates and
non operating exceptional items 598 552 444 340 285
goodwill charges 202 139 54 14 01
operating profit including joint ventures 396 413 390 326 284
profit on disposal of operations – ––– 30
income from interests in associated undertakings 02 – 12 09 02
net interest paid including finance charges 112 117 78 24 34
profit before taxation 286 296 324 311 282
taxation 155 133 116 104 80
profit after taxation 131 163 208 207 202
minority interests 07 04 03 04 11
profit for the year 124 159 205 203 191
dividends 100 90 78 65 52
retained profit for the year 24 69 127 138 139
net assets employed
fixed assets 2625 2860 2059 1200 606
net current assetsliabilities 45 99 107 170 225
2670 2959 2166 1030 831
long term liabilities 2025 2206 1578 492 709
provision for liabilities and charges 236 323 226 309 76
net assets 409 430 362 229 46
basic earnings per share pence 33 43 55 55 52
adjusted earnings before goodwill charges pence 86 80 70 59 44
dividends per share pence 26 24 21 18 14
the preceding years have been restated to reflect rights issues and discontinued operations
five year summary head and registered office
taylor nelson sofres plc  
westgate london w5 1ua  
tel 44 020 8967 0007  
fax 44 020 8967 4060
wwwtnsglobalcom
registered number 912624
design and production the workroom tel 44 020 7608 0840 email designworkroomcouk  images adrian bradbury  portrait photography tim barker  print the colourhouse imagination attitude wit 
taylor nelson sofres plc
westgate  london w5 1ua  united kingdom tel 44 020 8967 0007 fax 44 020 8967 4060  wwwtns–globalcom


Summary:
 14 tns annual report 2002
2002 results
i believe our results for 2002 represent a creditable
performance and indicate that our strategy will deliver
longerterm returns for our shareholders in order to be in a
position to deliver those returns when the markets in which
we operate recover we continued to invest in developments
aligned with our strategic aims while taking a rigorous
approach to costs during the year
during 2002 the group’s reported turnover including joint
ventures increased by 62 per cent to £6189 million 
2001 £5827 million this includes acquisitions made
during the year to strengthen the group’s position in the us
market and media intelligence sector and reinforce its online
research capabilities as well as to extend its operations into
sweden and greece underlying growth excluding the
effect of currency acquisitions and operations discontinued
during the year was 05 per cent turnover excluding joint
ventures was £6032 million 2001 £5751 million
operating profit including joint ventures and before
goodwill charges was up 83 per cent to £598 million 
2001 £552 million during the year the group continued
to focus on cost control and reviewed the viability of both
lowermargin contracts and lowerperforming businesses 
the latter led to the closure of certain operations the cost of
which held back the degree of margin growth for the year
however the other actions taken together with progressing
the business mix to 50 per cent syndicatedcontinuous 
and 50 per cent ad hoc customised contributed to an
improvement in operating margin before goodwill charges
to 97 per cent 2001 95 per cent group operating profit
before joint ventures and after goodwill charges fell by 54
per cent to £383 million 2001 £405 million 
profit before tax and goodwill charges grew by 122 per cent
to £488 million 2001 £435 million goodwill charges of
£202 million 2001 £139 million comprise amortisation of
£139 million 2001 £90 million and impairments of 
£63  million 2001 £49 million given the ongoing
uncertainty over the section of the us telecoms market in
which indetec operates the goodwill carrying value of
£43m has been written off the balance of the impairment
relates to tellex reflecting the current difficult trading
environment for media intelligence companies in the uk
profit before tax and after goodwill charges decreased by 
34 per cent to £286 million £296 million
adjusted earnings per share before goodwill charges were
86p an increase of 75 per cent 2001 80p basic earnings
per share fell by 233 per cent to 33p 2001 43p the board
is recommending a final dividend of 17p per share 
2001 16p giving an 83 per cent increase in the total
dividend for the year of 26p 2001 24p
board developments
during 2002 we were pleased to welcome two new non
executive directors to the group rob rowley previously
finance director of reuters group plc joined the board in
september he brings significant business and finance
experience together with a broad understanding of the
information industry all of which are highly relevant to our
operations he was nominated senior independent director
with effect from the start of this year
rémy sautter became a nonexecutive director in november
2002 he is chairman of channel 5 and rtl radio his
extensive experience in international media and with french
business and financial institutions will be of great value to
us as we continue to develop and grow the company 
at the end of 2002 deputy chairman nick hodges retired
from the board nick joined us as a nonexecutive director at
the time of the sofres merger in 1997 which transformed the
group into a world leader with his highlydeveloped
understanding of the commercial world he made a
chairman’s statement
in a year when our clients’ marketing budgets were under severe pressure tns increased
both profit before goodwill and turnover to become the world’s third largest market
information company in terms of revenue
14 tns annual report 2002 wwwtnsglobalcom 15
significant contribution to the board’s deliberations and
decisions jacqueshenri david who had been a non
executive director since 1998 left the board on 31 january
2003 his international business experience has been very
useful to us as we developed our global network 
on behalf of shareholders i thank these directors for their
valuable input and on a personal level i am most grateful
for the advice and support they have given to me
reinforcing the group’s position
over the past few years we have built the group into one of
the world’s strongest forces in market information and tns
now operates increasingly as one company with a global
presence our new branding reinforces this positioning and
emphasises the power and coherence of our network
reflecting our ability to develop key account relationships
with our multinational clients it also supports the greater
focus we are placing on added value and advisory services 
recognising our people 
as a global leader we are attracting into the group high
calibre people those with ambitions to work in one of the
industry’s top companies this includes people with
particular expertise in our specialist sectors as well as
market information professionals they like those already
working with us are people with the drive skills and
ambition to exploit the group’s significant potential to 
the full 
by increasing our focus on training and development 
we ensure that these skills are further advanced tns
university finance in business managing people and
performance are just some of the many training programmes
that we have developed to build and strengthen the quality
of our teams over the past year we have seen a number of
the younger managers from within the group move up into
the top position in their operations 
as our people develop so do our reward systems and we are
extending the use of performancedriven incentives to align
the interests of senior management closely with those of
shareholders 
as i write this we are living in a time of great political and
economic uncertainty such times are difficult ones in which
to operate but i am constantly reassured by the sheer hard
work and dedication shown by my 9000 colleagues around
the world on behalf of shareholders i thank them for all
that they have done and continue to do
tony cowling chairman
98
99
00
01
02
98
99
00
01
02
6189
5827
4793
3809
3420
turnover
£ million
profit before tax and
goodwill charges
£ million
488
435
378
325
253
wwwtnsglobalcom 15
 before exceptional profit
 including joint ventures