wwwunitedbusinessmediacom
3 com
aaliahslea – international
fairs committee
aarp
abbot
abernathy macgregor group
acexpiel
adm
adz media
aecspanish components ass
aegean exporters’ unions
agilent tech
alfred e tiefenbacher
allianz life
alliedburgess
alpa spaazienda lavorazione
prodotti austiliari spa
american home products
anetis pharmaceuticals
antisoma
aol europe
apiccaps
arriva
arrow electronics
asda stores
asia global crossing
assintecal – associacao
brasileira de ind comp couro e
calcados
association parfums
cosmetiques codel
astra zeneca
at  t
atlantica
avanti
avaya comm
aventis
avnet
axa insurance
b  h photo
bankside consultants
barking  district council
bartlett scott edgar
basf south east asia pte
baum arensmeier  talent bat
bayer
bea systems
beecham peplow noakes
beghin – meijibeghin – say
bell pottinger financial
birmingham chamber of
commerce  industry
blanc  otus
bms inc
boehringer
boeing
bolton williams
boyne publicity
brazilian institute of gems and
precious metals ibgm
brilliant media
brimard on system
bristol myers squibb
british airways
british leather confederation
british telecom
broadgate consultants
brocade communications
brunswick group
btc
budget insurance
bursonmarsteller
cable  wireless hkt ims
cadbury schweppes
cadence design systems
callaway golf
cannon – l2 division
canon broadcast
canon marketing hong kong
cap gemini ernst  young
cape clear software
capital radio
car craft
car land
cardew  co
carnation
carnival corp
carshop
carvin manufacturing
celestial asia securities
holdings
centrica
cfme actim
chandler chicco
china chamber of commerce of
medicines  health products
china foreign trade guangzhou
exhibition corp
china great wall international
exhibition
china leather industry ass – clia
chiron
chlopak leonard schecter
christie  co
chrysler
cicb – centro das industrias de
curtumes do brasil
cisco
citigate dewe rogerson
cnh global
cnw toronto
cohn  wolfe
company formations
compaq
computer associates
concorde london
condenast publications
cornerpark garage
cpr worldwide
crookes
ddd
daimlerchrysler
danisco – cultor
danish export group ass
dell computer
delphi automotive systems
department of export
promotion thailand
department of health
diagnostic research
dial 4 a loan
digitalwork
direct cars
direct line
divine
dowling kerr
ducati motor holding spa
durma messe stuttgart
international gmbh
e m  f
ebookerscom
edelman worldwide el paso corp
eli lilly
emap petersen
engines directrimacroft
epson hong kong
eurocar
export vlaanderen
fa humberstone
feinstein kean healthcare
financial dynamics
finnish foreign trade
firefly communications
fishburn hedges
fleishman hillard
footwear industries of america
ford motor company
forest laboratories
frb weber shandwick
french leather federation –
ff tm
freshfields bruckhaus deringer
fujitsu
glaxosmithkline
gardiner caldwell comms
gavin anderson  company
gci group – hold invoices
general motors
german swedish
ghs strings
gibson musical instruments
gkn plc
gm communications
golinharris ludgate
gruner  jahr
hachette magazines
halifax
hamburg messe und congress
harman pro
harrison communications
hcc de facto group
hearst magazine
henkel kgaa
henley group international
intenational
hewlett packard
hill  knowlton
hills pet food
hoffman la roche
holland marine equipment
honda
hong kong trade development
council
hot and cold
hudson sandler
ibm
icex – spanish trade commission
ikea
impco technologies
imperials
inchcape
india trade promotion
organisation itpo
infineon tech
ingletonbeer associates
ingram micro
intel
intentia international ab
interpublic group of agencies
irish dairy boardkerrygold
israel export institute
italian trade commission
itkibistanbul leather  leather
products exporters ass
jaguar
janssen pharmaceutical
japan luggage association
japanese marine equipment ass
jlia – japan leather  leather
goods industries association
job opportunities
joele frank wilkinson brimmer
katcher
johnson  johnson
jvc prof prod company
karlshamns
kekst and company
ketchum pr
korea federation of handicrafts
cooperatives
korea federation of precious
metals manufacturers co
operatives kfopmc
korea international trade ass
korea trade center hong kong
korg usa
kpnqwest
land rover
leather industries of america
logica
lombard loans
london buses
l’oreal
lundbeck
mackie designs inc
maitland consultancy
makovsky  company
man sang jewellery
manning gotlieb omd
manning selvage  lee
mastercard
mcdata corp
mci intern
mco gmbh
mebmethods
medi uk
mediacom
mentor graphics
merck
meredith corporation
merial
messe dusseldorf international
gmbh
met life
michael k howard
michael james autos
microsoft
microsoft public relations
mobeon
montsanto
mori
motornation
motorola
motorpoint
msd
msf
napp
nec technologies
network associates
new zealand tanners ass
newmont mining corp
news aktuell gmbh
nissan
noonanrusso communications
norton finance
novartis pharmaceuticals
novell
novo nordisk
ocean finance
ogilvy pr worldwide
oracle
oracle corporationpublic
relations
orafti
pab studios
pacific loan
page autos direct
pakistan tanners ass
palm inc
panasonic broadcast  tv
paramount co formation
parrys
pfizer
pharmacia
porter novelli
primedia consumer magazine
privilege
pseg
q marketing
qiagen nv
quantum corp
quintiles transnational corp
qwest cyber solution
rational software
redwoods
reg 4 vehicles
reistrations
roche
roland
rollsroyce
royal bank of scotland
royal mail
rsa security
rta
ruder finn
rudolf wild
samson technology corp
samsung electron
sanofi
schering
screwfix
sea containers services
sepic french footwear ass
serco group plc
shenzhen foreign economy 
trade service centre
shing hing pearls company
shire hall international
shire pharmaceuticals group
siemens corp
silent night holdings
sinopharm
sitrick and company
skynet
sony
spectra
sprint
ssb citi asset management
st microelectronics
stantoncrenshaw
sterling direct
stora enso
sulzer medica management ag
sun microsystems
surridge dawson
sweden china trade council
shanghai liaison office
sybase
symantec delrina
taiwan bags association
taiwan footwear manufacturers
association
taiwan jewlry industry ass
takeda pharmacia
tascamteac america inc
tavistock communications
tech data
telekom austria ag
texas instruments
tfl
the association of norwegian
maritime exporters
the cocacola company
the great trade company
the walt disney co
thomson financial
ticketmaster
time warner
tmp worldwide
toshiba america
townsend agency
triad
tyco international
ubs painewebber
uja
unic – italian tanners industry
association
iunfit windows
unipro
united international pictures
universal music uk
universal salvage
university of essex
verisign
veritas software
viewsonic
visa
visteon – public relations
vollmer public relations
vol vo
w h smith
waggener edstorm gmbh
waltham
weber shandwick square mile
webershandwick worldwide
wyeth
wyteth pharmaceuticals
xw satellite radio inc
yamaha corp of america
yamanouchi
informationforbusiness
3 com
aaliahslea – international
fairs committee
aarp
abbot
abernathy macgregor group
acexpiel
adm
adz media
aecspanish components ass
aegean exporters’ unions
agilent tech
alfred e tiefenbacher
allianz life
alliedburgess
alpa spaazienda lavorazione
prodotti austiliari spa
american home products
anetis pharmaceuticals
antisoma
aol europe
apiccaps
arriva
arrow electronics
asda stores
asia global crossing
assintecal – associacao
brasileira de ind comp couro e
calcados
association parfums
cosmetiques codel
astra zeneca
at  t
atlantica
avanti
ava y a comm
aventis
avnet
axa insurance
b  h photo
bankside consultants
barking  district council
bartlett scott edgar
basf south east asia pte
baum arensmeier  talent bat
bayer
bea systems
beecham peplow noakes
beghin – meijibeghin – say
bell pottinger financial
birmingham chamber of
commerce  industry
blanc  otus
bms inc
boehringer
boeing
bolton williams
boyne publicity
brazilian institute of gems and
precious metals ibgm
brilliant media
brimard on system
bristol myers squibb
british airways
british leather confederation
british telecom
broadgate consultants
brocade communications
brunswick group
btc
budget insurance
bursonmarsteller
cable  wireless hkt ims
cadbury schweppes
cadence design systems
callaway golf
cannon – l2 division
canon broadcast
canon marketing hong kong
cap gemini ernst  young
cape clear software
capital radio
car craft
car land
cardew  co
carnation
carnival corp
carshop
carvin manufacturing
celestial asia securities
holdings
centrica
cfme actim
chandler chicco
china chamber of commerce of
medicines  health products
china foreign trade guangzhou
exhibition corp
china great wall international
exhibition
china leather industry ass – clia
chiron
chlopak leonard schecter
christie  co
chrysler
cicb – centro das industrias de
curtumes do brasil
cisco
citigate dewe rogerson
cnh global
cnw toronto
cohn  wolfe
company formations
compaq
computer associates
concorde london
condenast publications
cornerpark garage
cpr worldwide
crookes
ddd
daimlerchrysler
danisco – cultor
danish export group ass
dell computer
delphi automotive systems
department of export
promotion thailand
department of health
diagnostic research
dial 4 a loan
digitalwork
direct cars
direct line
divine
dowling kerr
ducati motor holding spa
durma messe stuttgart
international gmbh
e m  f
ebookerscom
edelman worldwide el paso corp
eli lilly
emap petersen
engines directrimacroft
epson hong kong
eurocar
export vlaanderen
fa humberstone
feinstein kean healthcare
financial dynamics
finnish foreign trade
firefly communications
fishburn hedges
fleishman hillard
footwear industries of america
ford motor company
forest laboratories
frb weber shandwick
french leather federation –
ff tm
freshfields bruckhaus deringer
fujitsu
glaxosmithkline
gardiner caldwell comms
gavin anderson  company
gci group – hold invoices
general motors
german swedish
ghs strings
gibson musical instruments
gkn plc
gm communications
golinharris ludgate
gruner  jahr
hachette magazines
halifax
hamburg messe und congress
harman pro
harrison communications
hcc de facto group
hearst magazine
henkel kgaa
henley group international
intenational
hewlett packard
hill  knowlton
hills pet food
hoffman la roche
holland marine equipment
honda
hong kong trade development
council
hot and cold
hudson sandler
ibm
icex – spanish trade commission
ikea
impco technologies
imperials
inchcape
india trade promotion
organisation itpo
infineon tech
ingletonbeer associates
ingram micro
intel
intentia international ab
interpublic group of agencies
irish dairy boardkerrygold
israel export institute
italian trade commission
itkibistanbul leather  leather
products exporters ass
jaguar
janssen pharmaceutical
japan luggage association
japanese marine equipment ass
jlia – japan leather  leather
goods industries association
job opportunities
joele frank wilkinson brimmer
katcher
johnson  johnson
jvc prof prod company
karlshamns
kekst and company
ketchum pr
korea federation of handicrafts
cooperatives
korea federation of precious
metals manufacturers co
operatives kfopmc
korea international trade ass
korea trade center hong kong
korg usa
kpnqwest
land rover
leather industries of america
logica
lombard loans
london buses
l’oreal
lundbeck
mackie designs inc
maitland consultancy
makovsky  company
man sang jewellery
manning gotlieb omd
manning selvage  lee
mastercard
mcdata corp
mci intern
mco gmbh
mebmethods
medi uk
mediacom
mentor graphics
merck
meredith corporation
merial
messe dusseldorf international
gmbh
met life
michael k howard
michael james autos
microsoft
microsoft public relations
mobeon
montsanto
mori
motornation
motorola
motorpoint
msd
msf
napp
nec technologies
network associates
new zealand tanners ass
newmont mining corp
news aktuell gmbh
nissan
noonanrusso communications
norton finance
novartis pharmaceuticals
novell
novo nordisk
ocean finance
ogilvy pr worldwide
oracle
oracle corporationpublic
relations
orafti
pab studios
pacific loan
page autos direct
pakistan tanners ass
palm inc
panasonic broadcast  tv
paramount co formation
parrys
pfizer
pharmacia
porter novelli
primedia consumer magazine
privilege
pseg
q marketing
qiagen nv
quantum corp
quintiles transnational corp
qwest cyber solution
rational software
redwoods
reg 4 vehicles
reistrations
roche
roland
rollsroyce
royal bank of scotland
royal mail
rsa security
rta
ruder finn
rudolf wild
samson technology corp
samsung electron
sanofi
schering
screwfix
sea containers services
sepic french footwear ass
serco group plc
shenzhen foreign economy 
trade service centre
shing hing pearls company
shire hall international
shire pharmaceuticals group
siemens corp
silent night holdings
sinopharm
sitrick and company
skynet
sony
spectra
sprint
ssb citi asset management
st microelectronics
stantoncrenshaw
sterling direct
stora enso
sulzer medica management ag
sun microsystems
surridge dawson
sweden china trade council
shanghai liaison office
sybase
symantec delrina
taiwan bags association
taiwan footwear manufacturers
association
taiwan jewlry industry ass
takeda pharmacia
tascamteac america inc
tavistock communications
tech data
telekom austria ag
texas instruments
tfl
the association of norwegian
maritime exporters
the cocacola company
the great trade company
the walt disney co
thomson financial
ticketmaster
time warner
tmp worldwide
toshiba america
townsend agency
triad
tyco international
ubs painewebber
uja
unic – italian tanners industry
association
iunfit windows
unipro
united international pictures
universal music uk
universal salvage
university of essex
verisign
veritas software
viewsonic
visa
visteon – public relations
vollmer public relations
vol vo
w h smith
waggener edstorm gmbh
waltham
weber shandwick square mile
webershandwick worldwide
wyeth
wyteth pharmaceuticals
xw satellite radio inc
yamaha corp of america
yamanouchi
annual report  accounts 2002
united business media  annual report  accounts 2002 united business media
contents
01 group at a glance
04 chairman’s statement
06 chief executive’s review
08 professional media
10 news distribution
12 market research
14 financial review
16 board of directors
18 directors’ remuneration report
27 corporate governance statement
29 independent auditor’s report to the members of united business media plc
30 report of the directors
33 group profit and loss account
34 balance sheets
35 group cash flow statement
36 statement of group total recognised gains and losses
36 reconciliation of movements in group shareholders’ funds
37 group accounting policies
39 notes to the financial statements
70 five year financial summary
70 financial calendar
71 principal group subsidiaries
72 shareholder information
strategy  goals
ubm aims to be a key supplier of
valuable information and insight to
its business customers ubm strives 
to anticipate customers’ needs and
cultivate long term partnerships to
support market share growth ubm is
improving the efficiency of its
businesses and fostering a culture of
innovation ubm’s sustained investment
will drive growth and performance and
increase the range and global reach of
its products
profile
ubm is a leading provider of business
information services to the
technology healthcare media
automotive and financial services
industries
ubm offers services in market
research consultancy news
distribution publishing and events
to customers across the globe in
these sectors 01
united business media
annual report 2002
group at a glance
market research news distribution professional media
 continuing turnover
£2130m
 continuing operating profit
£179m
 employees – year end
1546
 continuing turnover
£1054m
 continuing operating profit
£173m
 employees – year end
855
 continuing turnover
£4750m
 continuing operating profit
£297m
 employees – year end
3316
2002 continuing turnover by region 2002 continuing turnover by region 2002 continuing turnover by region
us
65
row 
35
us
91
row
9
us
64
row
36
before amortisation of intangible assets and exceptional items 02
united business media
annual report 2002
market research
 consulting
nop world
nop automotive
 afi  nop auto
mediamark research inc
 us syndicated print media
nop research group
 uk  european ad hoc
 consumer
 business
nop world health
market measurescozint
 us syndicated 
sales force effectiveness
strategic marketing corporation
 us custom
nop health
 uk ad hoc
roperasw
 us ad hoc consumer trends
 consulting
news distribution
pr newswire
pr newswire
 us distribution targeting
 evaluation
canada newswire
 canadian distribution
pr newswire europe
 distribution targeting
 evaluation
professional media
publications and exhibitions
cmp media
 us integrated media
 high tech  healthcare
cmp asia
 exhibitions  publications
 jewellery leather beauty
cmp information
 publishing  exhibitions
 property healthcare music
 entertainment
uap
 uk specialist publications
 classified advertising
 auto leisure property
healthcare technology automotive financial media
five
35
itn
20
sdn
33
press association
17
united business media
companies and major activities
trade investments 03
united business media
annual report 2002
ubm strives to anticipate customers’ needs and cultivate long
term partnerships to support market share growth
hearst magazines   we read america
™
key products
mediamark research inc –
study of the american consumer
interiors event
hong kong jewellery
and watch fair
informationweek
game developer conference
crn – computer reseller news
no
1
psychiatric times
us1  national newswire
distribution
health ingredients japan
afi  automotive intention
and purchase study
customers “with a yearend net cash positive position of £94m ubm’s balance sheet is even
stronger than before this gives us the capacity to continue to expand the
business launching new products and expanding geographically to better
serve our customers all investment proposals are subjected to rigorous
financial hurdles”
geoff unwin
chairman 05
united business media
annual report 2002
chairman’s statement
in november 2002 – following six years as a nonexecutive director – i took
over the chairmanship of the ubm board from ronnie hampel i have always
been excited by the potential and the interaction of the media and
technology businesses and this was one of the reasons why i was attracted
to united in the first place another major reason why i was so enthusiastic
in taking on the chairmanship is because of ubm’s long track record in
ambitiously and innovatively creating value through its businesses
we invest steadily and patiently both organically and by judicious acquisition to create major value for shareholders
the itv assets which have been sold and the garban now icap business now demerged were both built up – largely
organically – over many years five was started from scratch and in just six years has taken 75 per cent of the television
advertising market with a particularly strong financial performance in 2002 today’s core information service businesses
of market research news distribution and professional media have roots within united stretching back to the 1970’s and
in some cases well beyond – some of cmpi’s and uap’s major titles were launched in the nineteenth century
in 2002 a major priority was restructuring the cost base in order to protect profit against the severe market downturn
the numbers speak for themselves over the past two years we have identified actions to reduce our fixed cost base
by over 25 per cent securing £180m in annualised cost reductions this has not however distracted us from the
fundamental task of creating future revenue growth and all of the divisions often working together have continued
to develop and launch a wide range of new products – building on longterm creative relationships with customers
with a yearend net cash positive position of £94m ubm’s balance sheet is even stronger than before this gives us
the capacity to continue to expand the business launching new products and expanding geographically to better
serve our customers all such investment proposals are subjected to rigorous financial hurdles
for the financial year 2002 eps was 165p down from 179 pence in 2001 reflecting the difficult trading conditions
nonetheless the operating margin of 72 per cent in the second half of the year represents a significant improvement
on the 50 per cent for the same period in 2001 the board is recommending a final dividend for the year of 4 pence
per share making the total dividend payable 7 pence per share this is in line with our revised progressive dividend
policy announced last year and if approved by shareholders at the agm it will be paid on 29 may 2003 to
shareholders on the register on 14 march 2003
i would like to take this opportunity to thank ronnie hampel for his outstanding stewardship as chairman over the last
three years ronnie led the board in an exemplary manner during a period of significant corporate activity in which the
company transformed itself from broadbased consumer and business media interests into a sharply focused
professional information services company we will miss his wise counsel on behalf of the board and employees of
ubm i would like to thank him for his major contribution to ubm and to wish him well in his continuing pursuits
i would also very much like to thank all our employees for their contribution and commitment during 2002 they are
the creative and operational talent of ubm and the customer relationships they have cemented during this
challenging year have done much to consolidate ubm’s long term growth prospects chief executive’s review
2002 was another very difficult year severe downward pressure on
technology advertising and news distribution revenues in the us pushed us
profits down by 58 per cent in contrast our european and asian businesses
– cmpi cmp asia uap and nop research – delivered strong performances with
profit of £449m ahead by approximately one third
action to improve operating efficiencies throughout the group has reduced fixed costs by £180m or over 25 per cent
against the 2000 base these improvements and our success in building market share and protecting yields have left
group profit attractively geared to an improvement in revenues
we have steadily increased our investment in new products with over 40 launches in 2002 at a cost of £20m which
in their first year generated revenue of £17m
in the second half of 2002 our us high tech business achieved some stability for the first time in two years with revenue
at 55 per cent of the peak 2000 levels substantial cost reductions enabled cmp media to meet its target of an operating
profit in the fourth quarter the news distribution business was hit by the delisting of many us companies – there were
16 per cent fewer nasdaq companies at the year end – and by the weak state of the financial markets nop world’s uk
syndicated us media and automotive businesses all performed well in 2002 but the healthcare and ad hoc sectors suffered
a marked deterioration and traded at a loss action has been taken to ensure these businesses trade profitably in 2003
cmp asia delivered revenue growth and improved profit and launched nine new exhibitions cmp information’s revenue
was down reflecting closures and tough markets but profit nearly doubled thanks to a wide ranging cost reduction
programme uap improved margins and increased profit by more than one third on steady turnover this was thanks to
a maiden profit from auto exchange the free pickup auto advertising publication after five years of investment
stringent financial management with tight control of working capital and capital expenditure has improved our
already strong balance sheet cash conversion of around 140 per cent produced a net cash position at the year end
of £94m our robust balance sheet ensures that we can continue to invest in new products and achieve global reach
both organically and where appropriate by acquisition
five formerly channel 5 the principal holding in our investment portfolio made excellent progress with strong
gains in advertising and audience share
current trading and outlook as at 28 february 2003
trading conditions continue to be tough in 2003 in the first two months of the year professional publishing revenues
are in line with recent trends pr newswire’s revenue continues to be adversely affected by the uncertain state of
financial markets in the uk nop has made a good start and in the us our continuous research businesses are well
set to make further progress revenues in the healthcare and ad hoc businesses remain under pressure
the outlook for revenue has however been clouded by growing corporate uncertainty in the face of geopolitical
concerns against this difficult background we will strive to manage our cost base in line with actual revenues
in 2003 we are targeting – in the absence of a sharp decline in revenues – an improvement in the group margin from
82 per cent in 2002 to around 10 per cent
professional publishing margins should benefit from the turnaround to profit at cmp media in the us and the benefits of
the extensive restructuring at cmpi and uap in the uk pr newswire continues to take action to reduce costs in the face
of the current weakness in revenues the strength of our continuous market research business in the us a resilient uk
business and the actions being taken to reduce costs in the us ad hoc business should improve market research margins
we will continue to build and at the right time realise the value of our investment portfolio five is on course to make
further gains in advertising share and to break into profit in 2003
the company intends to purchase its own shares in the market from time to time under the existing authority granted
by shareholders
we remain firmly committed to our strategy of patiently building shareholder value through improvements in
operational performance investment in new products and sensibly priced acquisitions and market share gains
 throughout the chief executive’s review operating review and financial review profit refers to operating profit before amortisation of intangible assets and
exceptional items
06
united business media
annual report 2002 7
united business media
annual report 2002
“action to improve operating efficiencies throughout the group has reduced
fixed costs by £180m or over 25 per cent against the 2000 base these
improvements and our success in building market share and protecting yields
have left group profit attractively geared to an improvement in revenues”
clive hollick
chief executive market leader
daltons weekly is an advertising publication
serving three distinct markets namely
holidays property and businesses for sale
the daltons weekly businesses for sale section
advertises going concern businesses for sale via
business transfer agents btas with a typical
sale price of up to £3m for this customer
segment daltons weekly is virtually a ‘must
have’ product with all major bta’s in the uk
advertising nearly every week
new product
cmp media’s netseminar services a web
based interactive product that delivers narrow
casting to a targeted selfqualified audience in
a cost effective measurable way provides
“supercharged leads” using an integrated
marketing approach nss delivers live or taped
multimedia events incorporating quality
audiovideo streaming powerpoint graphics
live qa polling audience feedback and real
time reporting directly to a targeted audience
cmp media – netseminar
services
 45 companies used nss in
2002
 190 events in 2002 a 40
increase over the previous year
 provides measurable results
proving strong return on
investment
nss’s interactive technology is
contained within a single browser
window and provides a powerful
platform in which highly technical
presentations are delivered at a
fraction of the cost associated
with traditional meetings and
presentations netseminar services
has transformed internet
technologies into a service that
fundamentally changes business
communications and vastly improves
sales cycle times audience
development is what differentiates
this service from the competition
customer events are developed
produced and promoted to the
targeted audiences of cmp’s
databases with one buy 
uap – daltons weekly
 weekly circulation of 30000
 daltonsbusinesscom generates
1 million page impressions a
month
 daltons is published nationally
and is unique in the uk
market leader
the september hong kong jewellery  watch
fair is one of the world’s top three exhibitions
for the international fine jewellery trade and
by far biggest in asia attracting over 1700
exhibitors and over 33000 visitors from 106
countries the sister show to the september
event is the june edition of the asia fashion
jewellery and accessories show serving the
fashion jewellery market
cmp asia –
jewellery show
 biggest jewellery fair in asia the
biggest pearl fair in the world
and the 2nd largest diamond
and gem fair in the world
 since its launch in 1982
exhibitor numbers have
increased by 14 times
 24 increase in total exhibitor
visitors numbers achieved in 2002
the yearonyear increase in visitors
and exhibitors in both events along
with growing demand from exhibitors
to target the buying cycle in the
second half of the year has meant
that cmp asia will be debuting a new
fashion jewellery event to be run
alongside the september hong kong
fine jewellery  watch fair in 2003
a new fine jewellery event is also
being targeted in shenzen mainland
china and will be launched in 2003
targeting the major centre for the
domestic jewellery trade in china
despite being the clear leader in its
field daltons weekl y never rests on
its laurels and continuall y innovates
and launches new initiatives in 2002
following discussion with advertisers
and feedback from readers a new
internet site daltonsbusinesscom
was launched in february 2002 and
currentl y hosts around 13000
businesses for sale a new supplement
daltons weekl y pubs for sale was
also launched in the year daltons
weekl y was also launched as a full
colour version for the first time
global leading
event
the convention on pharmaceutical ingredients
cphi is the definitive event in its market
bringing together the suppliers and customers
in what is considered the world’s leading
pharmaceutical exhibition its exhibitors
are the manufacturers of pharmaceutical
ingredients intermediates excipients specialty
and fine chemicals while its customers are
purchasing engineering production and
quality control executives from drug
manufacturers across the globe
cmpi – cphi
 organically launched in 1990
 attracts over 20000 visitors
and 1100 exhibitors
companies from over 110
countries
 4 further brand extensions
cphi worldwide cphi china
cphi japan and icse
cphi is an annual event which moves
across the commercial centres of
europe to meet the demands of its
international audience last year
paris this coming year frankfurt the
strength and reputation of cphi has
allowed the brand to be extended into
asia with 2002 seeing the launch of
cphi japan into the world’s 2nd most
valuable geographic market
capitalising on the breadth of its
appeal a new event was also added
to the milan cphi show in 2000 –
international contract services expo
icse – aimed at the international
contract research market 09
united business media
annual report 2002
operating review
professional media
professional media revenue was £4750m a decrease of 218 per cent over
2001 operating profit at £297m was up 356 per cent reflecting the
impressive results from cmp asia cmp information and uap
cmp media’s continuing us revenue of 359m was
443 per cent down on the 2000 base of 6447m
most of the £118m revenue reduction was mitigated by
cost savings and as a result the business moved into
an operating profit in the fourth quarter
in 2002 cmp media’s titles again significantly
increased market share to 284 per cent of ad page
volumes compared with 249 per cent in 2001 cmp
media defended yields stoutly holding the decline to
62 per cent yearonyear – despite a 304 per cent
volume decline in the market
cmp media’s healthcare business achieved
revenue growth of 3 per cent despite difficult market
conditions with a solid increase in demand during the
second half of the year
cmp media’s £7m strong organic investment
programme generated incremental revenue of £7m
new product launches within the technology business
included the magazine optimize – a strategic title spun
off from information week in late 2001 netseminar
services – a web seminar product which utilises
streaming video and audio broadcasts for marketing
purposes and the institute of partner education 
development – a specialist training business
within the healthcare division med reach has
been launched for pharmaceutical companies
organising promotional events
cmp asia delivered another good performance with
reported turnover up 43 per cent to £511m and profit up
22 per cent to £137m margins held firm at 27 per cent
despite the investment in new exhibition launches
cmp asia’s excellent performance was achieved
in the face of some challenging market conditions in
the us and generally poor conditions in the cruise ship
and leather markets the jewellery and beauty groups
performed extremely well with record attendance in
their prime shows
kss’s health events and publications have
strengthened the asian portfolio and promises an
excellent base for growth in the key japanese market
this year cmp asia launched nine new shows three of
which were in china these new events generated over
£2m in revenue and are scheduled to run again
cmp information cmpi benefited from its business
wide initiative to improve profitability and operational
efficiency profits increased by 841 per cent to £127m
and margins more than doubled from 53 per cent in
2001 to 112 per cent in 2002
this improvement in profitability was achieved
despite a reduction in general advertising and marketing
spend in cmpi’s main markets the music and medical
markets saw a marked downturn in advertising
conversely the agriculture sector rebounded strongly
following the foot  mouth crisis in 2001 many of
cmpi’s marketleading events registered improvements
in performance such as the interiors event the uk’s
second largest exhibition cphi the pharmaceutical
ingredients event and ifsec one of the world’s leading
security shows
cmpi new product launches this year included
intra a title aimed at interior designers and architects
cphi japan targeting the pharmaceutical ingredients
market in japan firex south aimed at the uk fire
prevention market and ifsec china extending cmpi’s
successful security show to the chinese market
united advertising publications uap despite an
increase in revenue of only 12 per cent to £581m
achieved a very strong 351 per cent increase in profits
to £127m margins rose to 219 per cent 2001 164
per cent
every one of uap’s titles recorded an increase in
profits for the year with exchange  mart daltons
weekly trader and tradeit recording significant profit
gains despite a general decline in the advertising
market increased circulation and market share was
achieved by the two principal titles exchange  mart
and daltons weekly the improvement in profit across
the range of titles is largely due to the substantial cost
savings made by the business
auto exchange the free pickup motoring
publication moved into profit for the year after five
years of investment
investment in new projects continued and
included the completion of the daltonsbusinesscom
website and the development of exchange  mart
content for publication in auto exchange titles new product
launch
launched in april 2002 multivu provides
unsurpassed broadcast and multimedia
production and global distribution services to
organisations that want to reach the media
financial community general public and other
key audiences with their visual and audio
messages using the latest technologies
multivu multiplies the number of opportunities
clients have to communicate with specific
audiences through traditional broadcast tv
and radio financial networks the web and
wireless devices
market leading
product
us1 is pr newswire’s premium distribution
network and a prime vehicle for its customers’
corporate messages – it is also a costeffective
media distribution targeting and monitoring
network as well as meeting regulatory
distribution requirements as with all pr
newswire’s networks by distributing to
nasdaq the new york stock exchange
american stock exchange bloomberg
reuters dow jones and ap us1 provides a
wealth of valueadded services which were
further enhanced in 2002
us1 the most comprehensive
national newswire circuit available
 us1 enables cost effective
distribution to major audiences
 enhanced services added in
2002
 meets regulatory requirements
value added services include pr
newswirefirst call wire™ – all public
company releases are sent to the
desktops of over 400000 buy and
sell side analysts on the first call®
network releasewatch™ – a report
sent by email within an hour of
distribution containing links to the
news release as it appears on up to
20 key web sites and wireless
distribution – delivery of news
releases to palm™ pda and go
america users
multivu™
 combines unique multimedia
production with global
distribution
 pathfire delivers customers’ tv
video content directly to us
broadcasters
 launched in may 2002 –
revenues in 2002 exceeded 5m
new product
launch
following the financial services authority’s
deregulation of the london stock exchange’s
monopoly of regulatory news distribution pr
newswire successfully launched its specifically
designed system disclose in april 2002 the
disclose system enables clients to submit their
price sensitive news via a secure online interface
for distribution to the secondary information
providers sips including reuters bloomberg
afx thomson financial and hemscott
disclosepremium
disclose
 over 13600 announcements
to the market
 registered over 30 per cent of
ftse 100 as customers
 captured over 10 per cent of
the uk market for all regulatory
releases issued
in january 2003 automatic distribution
of all news announcements to the uk’s
press association pa was added
premium disclose was also launched
providing automatic fulfilment of
disclosure regulations in the uk and
the us plus simul taneous distribution
to all us and uk media – providing a
single route to all uk companies with
an adr listing in the us and those who
wish to maximise their pr presence
through a partnership with pathfire
a leading digital delivery service pr
newswire and multivu distribute video
news releases broll and other
content directly to the desktops of
journalists in 1000 broadcast
newsrooms in the us pr newswire and
multivu clients enjoy stateoftheart
digital delivery combined with
premier placement on pathfire the
same system that network affiliates
use to get their own newsfeeds
placing multivu’s content alongside
that of the national news providers
new product
launch
the online mediatlas oma is an innovative
webbased global media database providing
continuously updated information on media
and journalists in north america latin
america europeafricamiddle east and asia
oma is the world’s largest global media
database including 464000 journalists at
144000 media outlets
online mediatlas™
 ability to conduct focused
media campaigns anywhere
 journalists categorised to
enable exact targeting
 multilanguage versions
developed
oma is powered by software developed
specificall y for pr newswire to
provide easeofuse accurate media
selection from a full y robust global
database dependability 
anytime anywhere availability and
affordability  after the exceptional
success of pr newswire’s english
version of the oma pr newswire
translated the entire application into
spanish german and french operating review
news distribution
pr newswire’s reported revenues decreased 177 per cent to £1054m and
profit fell 517 per cent to £173m operating margins in pr newswire
fell from 280 per cent to 164 per cent including the effects of new
product investment
continuing weak markets in the us a sharp reduction
in the number of listed companies and the low levels
of ma and ipo activity together with a wave of
corporate scandals made companies particularly
publicityaverse customers traded down to pr
newswire’s lower cost distribution options leading to a
24 per cent decline in the level of messages outbound
from the us some “discretionary” or nonregulatory
products were particularly affected by general corporate
costcutting
in pr newswire’s core us distribution business
message volume was 11 per cent below 2001 but
average revenue per message was up 4 per cent –
boosted by the increased regulatory message length
and volume following the enactment of sarbanesoxley
canada newswire although also suffering from
a tough local economy proved to be resilient and
pr newswire share from this jv held firm at us12m
of revenue and us41m of operating profit
globally including pr newswire europe canada
newswire and other pr newswire business locations
pr newswire’s market share is up 22 per cent to 400 per
cent with the fourth quarter alone up 31 per cent in the
us market share held firm at 52 per cent of earnings
release volumes
revenue was boosted by the growth of new products
such as multivu and online mediatlas although these
were loss making as they are still in their startup period
pr newswire europe experienced similarly
difficult market conditions pr newswire’s disclose
product has since its launch in april 2002 captured
over 10 per cent of all announcements issued and has
signed up over 30 per cent of ftse 100 companies
£7m was invested in new products to generate
£6m in revenues the online mediatlas was launched in
the uk and us during the year as were french german
and spanish versions multivu the new division
specialising in the production and distribution of video
news releases and other multimedia content
contributed 5m in revenues since may pr newswire
also strengthened its presence in the developing
chinese market with the creation of the leading
international corporate announcement distributor in
china – xinhua pr newswire – a new venture with the
largest governmentbacked news agency
11
united business media
annual report 2002 new product
launch
roperasw is the global leader in identifying
consumer trends on behalf of many of the
world’s leading marketers and media
companies with 30 years of tracking in the us
and seven years global experience roper’s
trend database is the world’s most extensive –
both in terms of the range of trends monitored
and the number of countries studied using this
expertise roper launched lifematrix in 2002
roperasw – lifematrix™
 combined platform for brand
strategy marketing media
planning
 based on a multidimensional
approach to consumer
behaviour
 utilises key nop world
databases
lifematrix is a proprietary consumer
segmentation system that for the first
time provides advertisers with a
common language and planning system
it permits brand managers to identify
their most profitable consumers and
potential consumers on either a
customised or syndicated basis and to
conduct media planning against those
targets the system can also be used
for more efficient and effective
scoring of customer databases in
today’s challenging markets
customers need products which
deliver effective results – lifematrix
is that product
allisonfisher international
intentions study
 all major auto companies in
the us are users of afi studies
 the largest panel of households
in the us 660000
 uk study already adopted by
major auto producers
afi’s most significant new product
introduction in 2002 was the launch
of its automotive intentions study in
europe in particular pilot programs
were conducted in germany  france
and the uk which were used to
demonstrate the value of pre
purchase automotive demand tracking
studies to european manufacturers
the aip has already been adopted by
some of europe’s leading car makers
musthave
product
afi’s automotive intentions and purchasing
study
sm
aip is a monthly and quarterly
tracking study which monitors car and truck
demand among 660000 nationally
representative us households each quarter it
is the leading prepurchase study of its kind and
highly in demand by major auto manufacturers
the aip study delivers the ability to anticipate
strong or weak demand early in the purchase
cycle and develop appropriate marketing plans –
months before this information is available
through traditional sales reports
no 1
mri’s core business is the currency rating service
for the consumer magazine industry in the us
its data provides the agreed standard which the
industry uses to make print buying and selling
efficient its key study the survey of the
american consumer provides the most accurate
and actionable information available on
consumer’s media and product usage
mri – study of the
american consumer
 mri clear number one in the
us published media market
 clients receive the clearest
possible picture on buying
behaviour
 users include major agencies
plus all magazine publishers in
the us
using a sample of over 26000
respondents in 48 states in the us mri
collects its unrivalled data for this
survey by employing the best mode of
interviewing inperson interviews
conducted within a strict probability
sample and supports this with
exacting execution information is
therefore provided on newspaper and
magazine readership  radio and
broadcast preferences use of
directories and effects of outdoor
advertising on the consumer pc
ownership and online usage and
demographics
new product
launch
scripdriver is a leap forward in sales and
marketing effectiveness in evaluating how
doctors prescribe drugs other products
available on the market fall short for a variety
of reasons competitive syndicated productivity
data just provides counts – letting pharma
companies quantify sales and prescriptions –
but not offering any insight into the factors
driving the decision making process as a
result users know what happened but not why
– or what to do about it
mmc – scripdriver™
 us pharma companies spend
over 7 billion annually on
sales forces
 10x more physician access than
nearest competitor
 launched early 2003 – major
corporate clients already
secured
scripdriver is the first total
productivity solution introducing an
innovative marketing science
framework that provides superior
insight to the process scripdriver’s
rx decision funnel the methodology
successfully transferred from
allisonfisher links promotional
efforts brand health and patient
dynamics to the prescribing choice
scripdriver provides a complete
picture of the prescribing decision –
from initial awareness to final
selection and every step in between
so clients know what ended up on the
doctor’s prescription pad why  and
how to impact it 13
united business media
annual report 2002
operating review
market research
revenues at nop world increased by 93 per cent to £213m adjusting for
the effects of acquisitions and foreign exchange underlying revenue
decreased by 106 per cent profits decreased by 254 per cent to £179m
or by 210 per cent on an underlying basis the uk operations us
continuous media and the automotive businesses performed strongly
and contributed all of the profits in 2002 the healthcare and custom
business in the us experienced sharp downturns in revenues which have
necessitated extensive cost reduction programmes
nop world health was particularly impacted by the
major market research trend to rapid growth in online
data collection at market measures cozint mmc this
grew from 7m in 2001 to 30m in 2002 much of this
has been cannibalistic as traditional forms of data
collection in the core custom businesses have switched
to the internet internet research typically sells at a 10
15 per cent discount to traditional methods this has
had the effect of reducing the margin on custom
research nonetheless these margins should improve in
the longer term as more volume is processed through
increasingly automated systems
at the same time as this transformation was
taking place the pharmaceutical industry experienced
slower growth fewer product approvals from the fda
and more patent expirations this reduced market
research expenditures in areas which supported new
product development and led to clients taking lower
cost options the effects of these changes in 2002 have
been a decline in revenues in the old mmi business
a reduction in margin on custom research and
considerable investment in nextgeneration products
mmc has responded to these challenges and
opportunities by moving to online faster increasing the
number of syndicated studies and developing a new
generation of sales force effectiveness tracking
methodologies a major new product in this area is
scripdriver a marketing science product which not only
quantifies sales and prescription data but analyses that
data and adds insight utilising methodologies already
successful in afi scripdriver links promotions brand
health and patient dynamics to provide a complete picture
of the prescribing decision process all results are reported
online scripdriver completed concept testing with clients
at the end of 2002 and was launched in early 2003
although nop uk’s revenues were in line with
last year’s profit increased due to strong performances
from the business and healthcare divisions and to
margin improvements in both automotive and mystery
shopping
mediamark research mri maintained its
impressive record with improved revenue performance
and profits and success in renewing all of its multiyear
contracts
roperasw’s revenues were reduced by client
budget pressures and competitive pricing profitability
was diluted by the investment in new product
introductions including the us online panel and
lifematrix
both allisonfisher afi  nop auto us
achieved increased revenues and profits afi’s strong
syndicated sales and new additional custom business
drove topline growth nop auto’s us revenue was
boosted by the opening of a new office in california
organic initiatives reduced profits by £2m with
eight major new projects developed including the
online consumer panel within roperasw the launch of
the joint mriroperasw lifematrix – a market
segmentation product which offers a combined brand
marketing and media strategy the development of a
major roper nop consulting offer and also some major
product extensions 14
united business media
annual report 2002
financial review
the operating cash flow from the business resulted in a cash
conversion rate of 140 per cent all of the individual businesses
delivered robust cash performances with £94m of net cash at the
year end ubm has retained a strong balance sheet and financial
flexibility
cash flow
the operating cash flow of the business was £910m
which exceeded operating profits of £649m and
resulted in a cash conversion rate of 1402 per cent all
of the businesses achieved a strong cash performance
for example cmp media generated £62m despite
incurring a £94m loss whilst pr newswire’s us
business profits declined from 50m to 29m
however it generated more cash in 2002 370m
than in 2001 363m
capital expenditure for the year was £109m significantly
less than depreciation of £232m this reflected the tight
control of all aspects of expenditure coupled with
increased emphasis on organic investments where the
investment is primarily in people and is consequently
expensed rather than capitalised working capital inflow
was £163m reflecting a strong performance in all
divisions for example debtor days is at an all time low in
nop at 55 and in uap at 46
cash outflows for the year included £82m of additional
funding for five significantly less than planned due to its
much improved financial performance pr newswire
invested £30m in establishing a commercial relationship
with xinhua in china there were no acquisitions in 2002
although £190m was paid in relation to disposals from
previous years we received a tax cash inflow of £153m
reflecting the reclaiming of tax from previous years and
utilisation of tax losses we also had outflows in relation to
our property provisions of £149m and in relation to our
2001 restructuring costs of £202m cash benefited from
the exchange impact on our net us dollar borrowings by
£24m after paying £144m in respect of dividends overall
cash increased by £442m during the year
balance sheet
we have retained our strong balance sheet and our
financial flexibility we have £935m of net cash
comprising £6930m of cash and £5995m of debt
furthermore we have undrawn committed banking
facilities of £500m
our balance sheet includes £1695m of fixed asset
investments included in this is our investment in five
which has a book value of £1191m and a number of
other investments which we intend to realise in the
medium term whilst no disposals took place in 2002
we have since the year end sold our investment in
sporting index for £90m
the group’s tax creditor of £2774m represents a
prudent assessment of the potential tax liability for
prior tax years across different geographies including
amounts relating to the group’s £32bn of disposals in
2000 this liability has been consistently classified as a
shortterm creditor in line with accounting convention
we do not currently expect the cash outflow in 2003
in respect of this creditor to exceed £10m
at present we have no net borrowings however in the
current financial climate we believe a prudent ratio of
operating profit to interest is five which implies that we
could accommodate a net debt position of up to £400m
investment performance
we benchmark investments against our cost of capital
estimated to be 8 per cent and returning value to our
shareholders as a consequence of these strict financial
criteria and decreasing values we did not complete any
acquisitions in 2002 in relation to our 2001
acquisitions performance was mixed whilst allison
fisher anp and kss performed in line or ahead of plan
roper starch and cyperus operated at significantly
below plan and as a consequence an impairment was
taken against their value
we constantly monitor the performance of our organic
investments which to date have a mixed performance
reflecting the volatile markets in which we operate we
expect a number of these innovative investments will
make a positive contribution to our profitability in
2003 for example our new shows in asia
 operating profits adjusted for capital expenditure movements in working capital
and associates and joint ventures 15
united business media
annual report 2002
exceptional items
in 2002 these total £1582m compared to £4955m last
year and reflect a £30m property restructuring
provision £1142m charge for impairment and £14m
relating to prior year disposals
impairment
there is a charge for goodwill impairment of £1142m
the charge has been made following a review of the
goodwill across the business in the light of difficult trading
conditions the impairment principally relates to three
main businesses within nop world the roper starch
business acquired in 2001 has experienced a weakening of
the market in its custom business and has failed to meet
its business plan in news distribution the uk and
european businesses have also experienced reduced
demand and have incurred losses in 2002 in professional
media cmp media has seen continued difficult market
conditions the impairment charge of £1142m has been
separately reported as an exceptional operating cost
pensions
we have adopted the accounting requirements of frs
17 “retirement benefits” for the year ended 31
december 2002 and have restated the comparative
information accordingly there is no material difference
between the charge to the profit and loss account
under frs 17 compared to ssap 24 however under
frs 17 a part of the overall cost of £68m is shown
separately as a £21m financing charge
the adoption of frs 17 means that the net deficits on
the group’s defined benefit pension schemes are shown
as a liability on the consolidated balance sheet at 31
december 2002 the aggregate deficit was £909m at
31 december 2001 the deficit was £410m the
movement in the year reflects the significant decline in
equity values over the period
treasury and finance
the group’s treasury function is principally concerned
with managing internal and external funding
requirements the monitoring of working capital and
management of key financial market risks its activities
are carried out in accordance with policies approved by
the board and are subject to regular review and audit
contracts are entered into with approved counterparties
and not on a speculative basis the group borrows
centrally on behalf of its subsidiaries to maximise
flexibility and minimise price in 2002 no new debt was
issued but the group exercised its option to redeem its
£180m convertible bond for par in january 2002
the group has four fixed rate borrowings a 250m 725
per cent bond redeemable in july 2004 a 250m 775
per cent bond redeemable in july 2009 a 125m 804
per cent private placement redeemable in september
2004 and a 400m convertible bond redeemable on or
after december 2004 to reduce the interest cost of this
debt the group entered into a number of transactions it
repurchased 75m of its bonds invested in 205m of
credit linked notes and entered into 1000m of interest
rate swaps these transactions which are detailed in
note 22 in the accounts had the effect of reducing
interest costs by around £20m in 2002 and will result in
further savings in 2003 and beyond the group also
entered into £50m of sterling swaps in 2002 and £170m
in early 2003 to reduce its exposure to a reduction in
sterling interest rates
the group retains a £500m revolving credit facility
available until august 2006 provided by a syndicate of
relationship banks the drawn margin on this facility is
45 basis points and there are no net assets or gearing
covenants the interest cover covenant ratio of
operating profits to net interest paid is three times
the facility was undrawn at the end of 2002
foreign currency transaction exposures are covered as
they arise using forward foreign exchange contracts
there are no material contacts outstanding at the end
of 2002 we do not hedge profit translation exposures
as these are accounting rather than cash exposures
however as shown above foreign currency borrowings
are used where appropriate to provide an economic
hedge against investment in overseas territories
our long term credit rating is investment grade with a
standard  poor’s rating of bbb and moody’s baa2 with
stable outlook
going concern
having reviewed the groups liquid resources borrowing
facilities and cash flow forecast the directors believe
that the group has adequate resources to continue as a
going concern for the foreseeable future 16
united business media
annual report 2002
board of directors
geoff unwin
chairman
geoff unwin succeeded sir ronald hampel as
chairman in november 2002
appointed to the board in 1996 he was a
director of mai plc from 1995 he was chief
executive officer of cap gemini ernst  young
one of the largest management and it consulting
firms in the world until january 2002 and
remains a nonvoting member of the board of
that company he is deputy chairman and
chairman elect of halma plc a leading safety and
environmental technology group and chairman
of 3g lab aged 60 1 2 3
clive hollick
group chief executive
clive hollick was appointed to the board as group
chief executive in 1996 following the merger with
mai plc prior to that he was group managing
director of mai plc having joined the board of
that company in 1974 he is a nonexecutive
director of diageo plc and in february 2002 he
was appointed chairman of the south bank centre
previous board appointments include directorships
of hambros bank limited 19731996 national
bus company 19841991 logica plc 19871992
british aerospace plc 19921997 and trw inc
19992002 aged 57 3
malcolm wall
chief operating officer
malcolm wall joined the group in 1992 as
deputy chief executive of meridian broadcasting
and subsequently became chief executive of
united broadcasting and entertainment with
responsibility for all the group’s television assets
he became chief operating officer of ubm in
november 2000 and was appointed to the board
on 1 january 2001 he is also a nonexecutive
director of five aged 46
nigel wilson
chief financial officer
nigel wilson was appointed to the board as chief
financial officer on 1 august 2001 prior to that
he was group finance director of viridian group
plc from 1996 to 2000 and became managing
director of viridian capital in 2000 previous
appointments include group finance director at
waste management international plc head of
corporate finance and commercial director of
dixons group plc managing director of
stanhope properties plc and a consultant at
mckinsey aged 46
charles gregson
executive director
appointed to the board in 1996 charles
gregson is responsible for the group’s uk
specialist publications business uap and the
group’s investments he joined mai plc in 1974
as group solicitor and became a director of that
company in 1984 he is chairman of icap plc
and deputy chairman of provident financial plc
aged 55 17
united business media
annual report 2002
john botts
nonexecutive director
appointed to the board in 1997 john botts is
chairman of botts  company limited a london
based funds management and investment
company which concentrates on private equity
investing in europe other directorships include
euromoney institutional investor plc and
amerindo internet fund plc he is chairman
of the remuneration committee and the senior
independent director aged 62 1 2 3
christopher powell
nonexecutive director
appointed to the board in 1996 christopher
powell was a director of mai plc from 1995 he
is chairman of bmp ddb one of britain’s largest
advertising agencies of which he was cofounder
and is a past president of the institute of
practitioners in advertising he also chairs an
nhs health authority and serves on the boards
of an arts body and an international health
charity aged 59 1
jonathan newcomb
nonexecutive director
jonathan newcomb was appointed to the board
on 27 september 2001 he was chairman and
ceo of simon  schuster one of the world’s
largest book publishers from 1994 until 2002
having been president and chief operating officer
from 1991 in february 2002 he joined the new
york based private equity firm of leeds weld 
co as a principal previous employment included
mcgraw hill where he was responsible for
standard  poor’s and data resources and dun
 bradstreet he is also a director of hsbc north
america aged 56 1 2
adair turner
nonexecutive director
appointed to the board in january 2000 adair
turner was previously director general of the
confederation of british industry and prior to
that a director of mckinsey  co he is vice
chairman of merrill lynch europe and a visiting
professor at the london school of economics
in december 2002 he was appointed by the
government to chair an independent
commission on pensions he succeeded geoff
unwin as chairman of the audit committee in
november 2002 aged 47 1 2
1 member of the remuneration committee
2 member of the audit committee
3 member of the nomination committee
fields wickermiurin
nonexecutive director
appointed to the board in 1998 fields wicker
miurin is executive director of leaders quest an
international business that works with leaders
from all sectors of business and society to build
leadership skills she was previously chief
operating officer of vesta group limited and
finance director of the london stock exchange
she is also a nonexecutive director of savills plc
the royal london group and carnegie a nordic
investment bank she serves on the nasdaq
technology advisory council and is chair of the
dti’s investment committee aged 44 1 18
united business media
annual report 2002
directors’ remuneration report
this report has been prepared in accordance with the requirements of the companies act 1985 the “act” as amended by the directors’ remuneration
report regulations 2002 and has been approved by the board disclosure relating to remuneration policy long term incentive arrangements total
shareholder return and nonexecutive directors’ remuneration policy is not subject to audit disclosure relating to individual directors’ remuneration on page
20 directors’ interests in share options and other long term incentive schemes on pages 23 to 25 and pensions information on page 21 has been audited
remuneration committee
the board has delegated to the remuneration committee responsibility for determining the company’s policy on the remuneration of executive directors and
specific approval of the remuneration package and terms of employment for each of the executive directors of the company and for other senior executives
of the group
in determining remuneration policy the committee has regard to the provisions of the combined code all its members are nonexecutive directors it is
chaired by john botts who is also the senior independent director the other members are jonathan newcomb christopher powell adair turner geoff
unwin fields wickermiurin and until his retirement in november 2002 sir ronald hampel all are considered by the company to be independent the
chief executive attends committee meetings by invitation he is not present for discussion on matters concerning his own remuneration meetings are also
attended by the company secretary anne siddell and the legal and personnel director jane stables
shareholders have been given an opportunity to vote on the company’s remuneration policy at every annual general meeting since 1998 a resolution
seeking shareholder approval of this directors’ remuneration report will be proposed at this year’s annual general meeting
remuneration policy
all of the company’s personnel policies including its policy on remuneration for executive directors are driven by the requirement to attract motivate and
retain the best available talent in highly competitive markets
the company aims to strike an appropriate balance between fixed and performance related or variable remuneration nonperformance related aspects
include base salary cash allowances and contributions to pensions arrangements performance related aspects include annual bonus arrangements and other
long term incentive arrangements such as executive option schemes and executive equity participation plans by this means the company is better able to
recognise and reward outstanding performance and contribution at the appropriate level the company believes the contribution made by the performance
related elements of the directors’ packages should constitute a significant proportion of the total remuneration package and should incentivise them by
means of annual and medium term objectives to achieve stretching corporate goals for the benefit of shareholders the committee intends to review its
policy on performance related remuneration during 2003 with particular reference to the balance between cash and equity based awards the company
believes that executive directors’ and senior management’s pay arrangements ensure that they work effectively as a team in addition to encouraging
individual creativity and delivery against goals
the company encourages directors to build up a shareholding in the company by means of the senior executive equity participation plan which is described
on page 19 there is no requirement for directors to hold shares in the company
the company’s policy on nonexecutive directors’ remuneration is described on page 26
executive directors’ service contracts
it is the company’s policy that all executive directors should have service contracts that are terminable on no more than one year’s notice and that
contracts should not have a fixed term contracts provide for automatic termination on retirement at age 60 all directors are subject to reelection by
shareholders every 3 years details of the service contracts of those executive directors who served during the year are as follows
director contract date notice period
c hollick 31102001 1 year
c gregson 31122001 1 year
m wall 24112000 1 year
n wilson 06072001 1 year
the description on page 21 sets out the calculation of clive hollick’s pension entitlement if his service were terminated by the company following a change
of control if clive hollick or charles gregson’s employment were terminated other than for cause summary dismissal they would be entitled to a
payment calculated by reference to their unexpired period of notice of up to one year’s salary and benefits and 50 per cent of average annual bonus over
the preceding 3 years excluding any special bonus under malcolm wall and nigel wilson’s contracts any payment on early termination would be by
reference to the unexpired period of notice subject to a duty to mitigate
base salary for each director is determined annually with effect from 1 january the company regularly participates in executive remuneration surveys that
provide information on the practice of major public companies to measure the competitiveness of the directors’ base salaries in addition to measurement
against competitive market data factors such as inflation the individual’s responsibilities the company’s performance and the salary policy throughout the
group as a whole are taken into account when determining base salary levels no increases were made in base salary levels for executive directors during
2002 nor have any been made in 2003 thus leaving executive directors’ base salary levels unchanged since 1 january 2001 benefits comprise non
pensionable car and cash benefit allowances
the executive directors are eligible for an annual bonus dependent on the achievement of qualitative and quantitive targets which are set by the committee
at the beginning of the year targets customarily include a combination of factors which recognise both relevant company performance and individual
objectives the annual bonus is normally capped at 60 per cent of base salary with the full bonus becoming payable only if targets are substantially
exceeded bonuses earned are paid in cash or the individual may be invited to invest his bonus in the company’s senior executive equity participation plan
which is described below 19
united business media
annual report 2002
directors’ remuneration report
long term incentive arrangements
executive share options
it is the company’s policy to award executive directors executive share options to reward past performance and to incentivise future performance
such awards are currently made under the united business media 2000 executive share option scheme the “2000 scheme” which was established
with shareholder approval in april 2000
options are granted at market value and the committee determines the appropriate level of each grant having regard to corporate objectives market
forces and individual circumstances it was decided in december 2000 to award options to approximately twenty senior employees of the group
including executive directors over a period of two years with a maximum value of 12 times salary this was considered to be appropriate given the
wish to incentivise these key individuals during a time of great organisational change and in light of the restructured group’s increased exposure to
us markets and the need to compete for talent in those markets options with a value of approximately 12 times salary have been granted to clive
hollick and malcolm wall with a value of approximately 11 times salary to charles gregson and with a value of approximately 9 times salary to nigel
wilson half of the options granted in each tranche will vest after three years and half after four years subject to fulfilment of the performance
condition described below awards to other participants in the 2000 scheme are generally made on a phased basis with annual awards of up to 3
times salary being usual
the exercise of options under the 2000 scheme is subject to a performance condition which requires growth in earnings per share to exceed the
increase in the retail price index by an average of 3 per cent per annum over the measurement period if this condition is met options with a face
value equal to 075 times salary will vest in order for the whole award to vest growth in earnings per share must exceed inflation by an average of 5
per cent per annum a sliding scale applies between these two figures these performance conditions are measured over a period of three to six years
from the date of grant with a fixed start date no retesting is permitted after six years from the date of grant
the committee considers that a performance condition based on long term earnings per share growth is an appropriate means of incentivising
directors and that the targeted growth levels of between 3 per cent and 5 per cent above inflation are appropriately stretching as and when options
are due to vest the company’s auditors will be asked to confirm whether the performance conditions have been met
senior executive equity participation plan
the united business media 2000 senior executive equity participation plan “seepp” was established with shareholder approval in april 2000
invitations are issued annually by the committee and there is no automatic entitlement to participate under the seepp selected senior executives
including executive directors may waive part or all of their annual bonus and receive an interest in shares in the company “bonus shares” to the
equivalent value the executive may also be granted a right to acquire shares “matching shares” in the company equal in value to the gross amount
of the bonus foregone at a nominal price a matching share award will normally be exercisable in full between the fourth and tenth anniversaries of
its grant but only to the extent that the attached bonus shares are still held on the fourth anniversary of the date of grant two thirds of a matching
share award may only be exercised if growth in earnings per share exceeds the increase in the retail price index by up to 5 per cent per annum over
the period of four years commencing with the year of grant the remaining onethird requires no performance condition no retesting of
performance conditions is permitted these conditions are in accordance with the committee’s policy as outlined above
other long term incentive arrangements
clive hollick and charles gregson also hold outstanding awards under executive option and other incentive plans previously operated by the
company which have now closed executive directors are also entitled to participate in the sharesave scheme under which eligible employees around
the group may acquire options over ordinary shares of the company at a discount of up to 20 per cent of their market price using the proceeds of a
related saye contract
further details of these plans including an explanation of performance conditions and of the outstanding awards held by executive directors are set
out on pages 23 to 25
external appointments
it is recognised that by holding the office of a nonexecutive director of another company an executive director may gain valuable knowledge and
experience that can benefit the company the policy therefore provides for executive directors to accept not more than two outside corporate
directorships subject to board approval which may be given or withheld at the board’s discretion an executive director may retain the fees received
for a nonexecutive directorship 20
united business media
annual report 2002
directors’ remuneration report
table of individual directors’ remuneration employers
pension
conts
money
basic salary fees benefits bonus compensation total for 2002 total for 2001 purchase
directors position ££££££££
clive hollick chief executive 668367 17850 686217 686217
charles gregson executive director 292633 13633 138960 445226 280360
malcolm wall chief operating officer 325000 11958 68250 405208 395435 48750
nigel wilson chief financial officer 310000 13261 68200 391461 134662 62000
geoff unwin nonexecutive chairman 64685 64685 40000
john botts nonexecutive director 40000 40000 40000
jonathan newcomb nonexecutive director 35000 35000 9134
christopher powell nonexecutive director 35000 35000 35000
adair turner nonexecutive director 35795 35795 35000
fields wickermiurin nonexecutive director 35000 35000 35000
directors who retired during the year
sir ronald hampel nonexecutive chairman 169444 82108 251552 200000
total emoluments 1596000 414924 56702 275410 82108 2425144 1890808 110750
 includes amounts paid in 2003 see note 3 below
notes
1 benefits are non pensionable car and cash allowances
2 directors may be invited to sacrifice part or all of the bonus to the seepp
3 sir ronald hampel ceased to be chairman with effect from 5 november 2002 and the fees column in the above table reflects his remuneration up to that
date he continued to receive fees in accordance with the company’s obligations in the terms of his appointment for the remainder of his notice period
which would otherwise have expired on 27 march 2003 the figure of £82108 in the table above comprises the amount of such fees and the value of
secretarial services provided £51552 of this amount has been paid in 2003 with effect from 1 october 2000 50 per cent of the fees otherwise payable
to sir ronald hampel were provided to him in the form of a provisional allocation of ordinary shares in the company to which he would become entitled
subject to certain conditions on his retirement from the board the cash equivalent of these provisional allocations of shares has been reported as part of
sir ronald’s remuneration for the periods in question he became unconditionally entitled to receive the shares on 5 november 2002
4 geoff unwin’s fees increased with effect from 5 november 2002 when he succeeded sir ronald hampel as chairman adair turner’s fees increased from
the same date when he became chairman of the audit committee these increases are reflected in the fees column
5 malcolm wall was appointed as a director on 1 january 2001 nigel wilson on 1 august 2001 and jonathan newcomb on 27 september 2001 the
comparative table shows remuneration paid to them during 2001 with effect from their respective dates of appointment
6 the company receives a contribution from icap plc in consideration for making available charles gregson’s services as chairman of that company
charles gregson’s remuneration shown above reflects that contribution his basic salary level remains unchanged since 2001
7 nonexecutive directors’ fees include an element payable in the form of ordinary shares as described on page 26 the cash element of christopher
powell’s fee is paid to bmp ddb limited while that of john botts is paid to botts  company limited 21
united business media
annual report 2002
directors’ remuneration report
pension entitlement
clive hollick and charles gregson are members of the united pension plan which is an approved defined benefit scheme the company meets the full cost
of the benefits normal retirement age is 60 the pension entitlement is two thirds of final pensionable salary which is the annual average of the best three
consecutive pensionable salaries in the last ten years
under clive hollick’s contract any bonus paid after 5 april 2001 is not pensionable this means that if he remains in office until normal retirement age of 60
20 may 2005 he will receive his already earned pension entitlement of £726000 per annum if he retires earlier this entitlement will be reduced pro rata
on a sliding scale the pension would normally also be subject to a discount if drawn prior to normal retirement date if clive hollick’s service were
terminated by the company following a change of control he would be entitled to receive the pension of £726000 per annum reduced to reflect
completed service plus his one year’s notice period
under the terms of charles gregson’s service contract the definition of pensionable salary includes annual bonus up to 50 per cent of base salary this is a
longstanding term of his service contract if charles gregson’s service were terminated by the company without his consent he would be entitled to an
immediate pension calculated as a proportion of his pension entitlement at age 60 based on his final pensionable salary at the date of termination
as members of the united pension plan clive hollick and charles gregson receive increases on their pensions in payment of 5 per cent per annum or rpi if
less for all pensionable service the widow’s pension for the two executive directors is two thirds of their pension
the company contributes to personal pension plans for other executive directors
the following tables show the pension figures required to be disclosed by both the act table 1 and the current ukla listing rules table 2 which have
not as yet been withdrawn
table 1 shows accrued pension entitlements at 31 december 2002 for clive hollick and charles gregson with the increase in pension accrued during the
year together with prior year and current year end transfer values these transfer values represent the amount that would have been payable assuming the
executive left service at the year end
it should be noted that during the year as a consequence of changes introduced by the government to the basis used for calculating minimum funding
requirements the trustees of the scheme amended the basis for calculating transfer values the equivalent transfer values at 31 december 2002 on a like for
like basis are also shown for information a significant proportion of the increase disclosed has arisen due to the change in the basis and as a consequence
of falling equity markets
details of the contributions paid by the company during the year to personal pension plans in respect of the other executive directors are also shown
table 1
increase in
accrued pension increase in increase in
accrued during the transfer value transfer value transfer value
pension year ended transfer value old basis for year ended old basis
current 31122002 31122002 31122001 31122002 note 1 31122002 note 1
name age £000 pa £000 pa £000 £000 £000 £000 £000
clive hollick 57 633 38 8829 10065 9067 1236 238
charles gregson 55 356 3 4793 4935 4387 142 406
company
pension
contribution
normal during
retirement pension the year
name age contribution £000
malcolm wall 60 15 of basic salary 49
nigel wilson 60 20 of basic salary 62
table 2
accrued increase in accrued pension transfer value at
pension during year ended 31122002 31122002 of increase old basis
current 31122002 in excess of inflation in excess of inflation note 1
name age £000 pa £000 pa £000 £000
clive hollick 57 633 28 451 406
charles gregson 55 356 3 45 40
note 1 these figures show the equivalent transfer value figures on 31122002 on a like for like basis to those quoted at 31122001 22
united business media
annual report 2002
directors’ remuneration report
directors interests
directors interests in ubm ordinary shares of 25p “ubm shares”
the interests of the directors in ubm shares all of which are beneficial are shown as at 1 january 2002 and at 31 december 2002
ordinary shares ordinary shares seepp bonus shares seepp bonus shares
director at 112002 at 31122002 at 112002 at 31122002
clive hollick 482238 499882 238804 238804
charles gregson 255183 302436 32270 35020
malcolm wall 2786 12427 – –
nigel wilson 19449 19449 – –
john botts 4123 7209 – –
jonathan newcomb – 3104 – –
christopher powell 4803 7889 – –
adair turner 2146 5232 – –
geoff unwin 6082 9168 – –
fields wickermiurin 2376 5462 – –
 interests of nonexecutive directors include provisional allocations of shares by way of remuneration as described on page 26
at 31 december 2002 the trustees of the united business media employee share ownership trust and the qualifying employee share trust quest held a
total of 1482768 ubm ordinary shares 2001 1599185 and 529530 b shares 2001 1446982 and options over 1332707 ubm ordinary shares
2001 2253097 and 1165572 b shares 2001 1377771 under paragraph 2 of schedule 13 of the companies act the executive directors are deemed
to be interested in these shares and options
the maximum price of ubm ordinary shares during the year was 611 pence and the minimum price was 211 pence
total shareholder return
the graph below shows ubm’s total shareholder return performance over the five years since 31 december 1997 as compared to the ftse media index
which has been chosen as ubm is a constituent of that index during the period two major restructuring events monetised shareholder value which had
been created over many years these were the demerger of garban now icap and the return of a £125bn special dividend following the disposal of
ubm’s three itv licences to granada media for £175bn since the demerger the icap shares have significantly outperformed the ftse 100 in accordance
with the requirements of the act the ‘ubm divs reinv’ line assumes that the benefits received by shareholders from these two events were reinvested in
ubm shares it shows a 49 per cent decline in shareholder return compared to a 19 per cent decline in the return for the ftse media index within this
‘ubm divs reinv’ line the element which relates to the ubm share price decline since 31 december 2000 primarily reflects the severe deterioration in market
conditions affecting the group’s ongoing us businesses the ‘ubmicap capital return on deposit’ line reflects icap’s outperformance and the monetisation
of value represented by the special dividend and shows an increase in shareholder value of 16 per cent
100
150
200
50
ftse media ubmicap capi tal retur n on deposi t ubm di vs rei nv
31 dec 97
31 dec 98
31 dec 99
31 dec 00
31 dec 01
31 dec 02

0 23
united business media
annual report 2002
directors’ remuneration report
directors’ interests in options over ubm shares
exercised market price
date options held lapsed options held exercise period exercise at date total gain
of grant at 1102 during 2002 at 311202 from to price p of exercise on exercise
clive hollick
mai executive schemes 301092 51200 51200 0 301095 301002 234375 25308p £9150
281093 28800 – 28800 281096 281003 363281
131094 44800 – 44800 131097 131004 374219
201095 64000 64000 0 201098 201002 467625 na na
mai sharesave scheme 201095 1950 – 1950 011202 010603 400000
1994 executive scheme 160996 153455 – 153455 160999 160906 686000
2000 scheme 181200 152500 – 152500 181203 181210 843000
181200 152500 – 152500 181204 181210 843000
080501 152500 – 152500 080504 080511 724800
080501 152500 – 152500 080505 080511 724800
191201 150000 – 150000 191204 191211 529000
191201 150000 – 150000 191205 191211 529000
220802 – – 250000 220805 220812 277200
220802 – – 250000 220806 220812 277200
united saye scheme 011196 1464 – 1464 010204 010804 532600
311097 616 – 616 010205 010805 632700
200401 1382 – 1382 010606 011206 488300
150402 – – 790 010605 011205 480600
charles gregson
mai executive schemes 301092 51200 51200 0 301095 301002 234375 50180 £136180
281093 28800 – 28800 281096 281003 363281
131094 44800 – 44800 131097 131004 374219
201095 64000 64000 0 201098 201002 467625 na na
1994 executive scheme 160996 69252 – 69252 160999 160906 686000
2000 scheme 181200 52500 – 52500 181203 181210 843000
181200 52500 – 52500 181204 181210 843000
080501 52500 – 52500 080504 080511 724800
080501 52500 – 52500 080505 080511 724800
191201 75000 – 75000 191204 191211 529000
191201 75000 – 75000 191205 191211 529000
220802 – – 125000 220805 220812 277200
220802 – – 125000 220806 220812 277200
united saye scheme 011196 2591 2591 0 010202 010802 532600 49250 £1111
151298 655 – 655 010204 010804 514800
150402 – – 2754 010607 011207 480600
malcom wall
2000 scheme 181200 76000 – 76000 181203 181210 843000
181200 76000 – 76000 181204 181210 843000
080501 76000 – 76000 080504 080511 724800
080501 76000 – 76000 080505 080511 724800
191201 75000 – 75000 191204 191211 529000
191201 75000 – 75000 191205 191211 529000
220802 – – 125000 220805 220812 277200
220802 – – 125000 220806 220812 277200
united saye scheme 200401 1587 – 1587 010604 011204 488300
nigel wilson
2000 scheme 080801 104000 – 104000 080804 080811 595700
080801 104000 – 104000 080805 080811 595700
191201 75000 – 75000 191204 191211 529000
191201 75000 – 75000 191205 191211 529000
220802 – – 125000 220805 220812 277200
220802 – – 125000 220806 220812 277200
 includes value of associated receipt of icap shares 24
united business media
annual report 2002
directors’ remuneration report
directors’ interests in options over ubm shares continued
options granted under the 2000 scheme are subject to the performance conditions as described on page 19 options granted to clive hollick and charles
gregson under the united 1994 executive scheme are subject to a performance condition which requires eps growth to exceed inflation by an average of
2 per cent per annum over a three year period at the time of setting up the 1994 executive scheme this performance measure was in line with existing
market practice the performance condition has been met in respect of all outstanding options held by these executive directors under the united 1994
executive scheme which are consequently fully vested all options were granted at market value and for no consideration
options granted to clive hollick and charles gregson under the mai executive schemes are not subject to any performance conditions at the time these
schemes were established it was not customary to require performance conditions all options were granted at market value of the corresponding mai
shares at the date of grant and were converted into options over shares in the company upon the merger of the company and mai in 1996 no
consideration was payable for the grant of options under these schemes
options granted under the mai sharesave scheme and united saye scheme are not subject to performance conditions as these are allemployee schemes
there have been no variations in the terms and conditions of scheme interests during the year
directors’ interests in long term incentive schemes
long term incentive plan “ltip”
shares allocated shares lapsed shares vested value of award shares allocated earliest date value of shares market
at 010102 during 2002 during 2002 at date of grant at 311202 for transfer vested value
clive hollick 105027 75620 29407 £610000 0 230302 £172031 na
75435 0 0 £648900 75435 030303 £218762
charles gregson 62067 44689 17378 £360485 0 230302 £101661 na
43594 0 0 £375000 43594 030303 £126423
malcolm wall 34435 24794 9641 £200000 0 230302 £56400 na
29063 0 0 £254645 29063 030303 £84283
awards under the ltip were made in the form of a provisional allocation of shares which become receivable on or after the third anniversary of the
allocation date subject to the performance condition being met this condition requires the group’s total shareholder return ie share price movement and
dividends paid when compared with that of ftse 100 companies over the three year period to place the group in at least 50th position within the ftse
100 the shares will vest in full at 25th position or above while 20 per cent of the shares will vest at 50th position shares will be allocated proportionately
on a sliding scale between 25th and 50th position the scheme rules give discretion to the committee to allow limited retesting if the condition was met
after the third year no such retesting is undertaken
the last awards under the ltip were made in 2000 the performance condition was not met in relation to these awards which will consequently lapse on
3 march 2003 no further awards will be made
 the value of shares that vested during the year is calculated at 585 pence the market value on the date on which the shares were transferred to the
directors
 market value of ltip shares as yet unvested is calculated at 290 pence the closing midmarket price on 31 december 2002 25
united business media
annual report 2002
directors’ remuneration report
directors’ interests in long term incentive schemes
senior executive equity participation plan “seepp”
shares
ordinary options ordinary
b shares shares awarded b shares shares price paid for
options at options at exercised options at options at bonus shares exercisable expiry market
010102 010102 in 2002 311202 311202 amounts option p from date value†
clive hollick 36728 48414 0 36728 48414 £260400 7090 160900 290607 £160184
20117 26516 0 20117 26516 £155006 7705 170301 290607 £87735
34038 44868 0 34038 44868 £263796 7750 180302 290607 £148452
390200 257176 0 390200 257176 na na 300900 290607 £229549
49514 32634‡ 0 49514 32634 na na 031299 290610 £107974
33354 43966 0 33354 43966 £309000 92644 030304 290610 £154168
charles gregson 13417 17686 0 13417 17686 £95120 7090 160900 260607 £58516
4994 6582 0 4994 6582 £38483 7705 170301 290607 £21779
15152 19972 0 15152 19972 £117430 7750 180302 290607 £66082
9398 12388 0 9398 12388 £61513 65456 080303 290607 £29219
24757 48587‡ 0 24757 48587 na na 031299 290610 £107974
2335 3076 0 2335 3076 £21630 92644 030304 290610 £10181
– 23850 0 – 23850 £86719 7272 080505 080511 £34583
–– 5500 – 5500 £15450 5619 160406 160412 £7975
awards becoming exercisable on or after 3 march 2004 were granted under the 2000 seepp which is described on page 19 awards becoming exercisable
prior to 3 march 2004 were granted under the 1996 seepp which operates in a similar manner to the 2000 seepp except that the matching awards are
subject to a longer vesting period up to seven years but no performance conditions are attached
notes
 clive hollick and charles gregson gave up cash bonuses that would otherwise have been receivable by them in order to receive awards under the seepp
the bonus was paid to each individual’s funded unapproved retirement benefit scheme “furbs” and used by the furbs trustees to purchase shares
from the seepp trustees a matching award was granted over an equal number of shares the table shows the total bonus shares and matching awards
the bonus shares are included in the director’s beneficial interest in shares shown on page 22 the amount used to purchase the bonus shares was
included in the director’s reported remuneration for the year in which the award was made
 this award comprises 222487 bonus options and 34689 matching awards granted to clive hollick in exchange for options previously held under the
meridian broadcasting executive share option scheme
‡ these options were granted in exchange for options previously held under the mai 1989 purchase only share option scheme the rights to which were
waived by clive hollick and charles gregson both the bonus options and an equal number of matching options are exercisable in full
 the seepp bonus sharesoptions and matching awards were adjusted to reflect the capital reorganisation which took place on 23 april 2001 whereby
every shareholder received 44 b shares and 29 new ordinary shares in place of every 44 ordinary shares previously held
† the market value of the matching awards is calculated at 290 pence per ordinary share the closing midmarket price on 31 december 2002 and 245
pence per b share
changes in directors’ interests since 31 december 2002
there have been no changes to the interests of directors in ubm shares nor in options over ubm shares between the year end and 28 february 2003 26
united business media
annual report 2002
directors’ remuneration report
nonexecutive directors’ remuneration
the fees of the chairman and nonexecutive directors are considered and approved by the board as a whole having regard to current market practice non
executive directors’ fees were last reviewed in 2000 at which time the board decided that in order to link the interests of nonexecutive directors more
closely with those of shareholders part of their fees should be paid in the form of ordinary shares all nonexecutive directors with the exception of the
chairman receive a fee of £25000 per annum which is paid in cash a further £10000 per annum is provisionally allocated in the form of ordinary shares in
the company the directors will become entitled to receive these shares when they leave the board subject to certain conditions the directors’ fees include
membership of board committees an additional £5000 per annum is paid to the chairmen of the remuneration and audit committees respectively as
chairman sir ronald hampel received a fee of £100000 per annum paid in cash and a further £100000 was provisionally allocated in the form of ordinary
shares in the company as described above he became entitled to receive these shares when he retired from the board in november 2002 sir ronald’s
appointment was terminable by either party on not less than twelve months’ notice
geoff unwin succeeded sir ronald as chairman in november 2002 his contract which was entered into on 5 november 2002 is terminable by either party
on not less than twelve months’ notice such notice not to be given before 1 november 2003 he receives a fee of £100000 per annum paid in cash and a
further £100000 per annum is provisionally allocated in the form of ordinary shares in the company as described above mr unwin’s contract contains no
provision for payment of compensation on early termination the other nonexecutive directors do not have service contracts with the company each has a
notice period of 6 months their terms of appointment contain no provision for payment of compensation on early termination nonexecutive directors are
not entitled to participate in the company’s share option or pension schemes each director’s appointment including that of the chairman is reviewed
every 3 years the table below shows the date on which each nonexecutive director was first appointed to the board and the year in which he or she was
last reelected by shareholders
director date of appointment date of last reelection
geoff unwin april 1996 2000
john botts july 1997 2001
jonathan newcomb september 2001 2002
christopher powell april 1996 2002
adair turner january 2000 2000
fields wickermiurin march 1998 2001
this report was approved by the board of directors and signed on its behalf by
john botts director 27
united business media
annual report 2002
corporate governance statement
combined code compliance
this report describes the manner in which the board has applied the principles of the combined code on corporate governance which is appended to the
listing rules of the financial services authority the board considers that during 2002 the company complied fully with the provisions of section 1 of the
combined code the company has complied with the internal control provisions by establishing the procedures necessary to implement the guidance
issued in september 1999 the turnbull committee report and by reporting in accordance with that guidance
the board
under the company’s articles of association at each annual general meeting any director then in office who has been appointed by the board since the
previous annual general meeting and any director who at the date of the notice convening the annual general meeting had held office for more than 30
months since he was last appointed or reappointed by the company in general meeting shall retire from office but is eligible for reappointment
during the greater part of 2002 there were eleven board members in total comprising the chairman part time chief executive three other executives and
six nonexecutive directors that number was reduced to ten following the retirement of the chairman sir ronald hampel on 5 november 2002 sir ronald
was succeeded as chairman by geoff unwin who has served as a nonexecutive director of the company since 1996 and previously chaired the audit
committee the roles of chairman and chief executive are separate and the board has nominated john botts as the senior independent nonexecutive
director the board receives regular written reports from all executive directors the chief executive reports principally on matters of strategy and
development the chief operating officer provides detailed reports on the day to day operations of the group’s businesses the chief financial officer reports
on accounting treasury and tax matters and reports are also received from the executive director responsible for the group’s investments
the primary function of the board is to set the group’s strategy and to oversee the effective implementation of that strategy scheduled board meetings take
place approximately seven times a year with additional meetings being convened if circumstances require there is an established agenda of items to be
considered at the board meeting and the board also receives presentations from executive directors and from divisional management and other senior
executives on specific issues the chairman meets separately with the chief executive on a regular basis and other informal meetings and discussions take
place between directors as appropriate
the board has three principal committees all of which have written terms of reference details of these committees are as follows
the audit committee was chaired by geoff unwin until november 2002 and its other members were john botts sir ronald hampel and adair turner
following sir ronald hampel’s retirement another nonexecutive director jonathan newcomb was appointed as a member of the committee and adair
turner was appointed chairman of the committee all members of the committee are nonexecutive directors and are considered by the company to be
independent the committee meets at least four times a year meetings are also attended by the chief financial officer deputy cfo head of internal audit
company secretary and external auditors the audit committee’s terms of reference were reviewed during the year in the light of the sarbanesoxley act
2002 us legislation introduced in july 2002 to which the company is subject by virtue of the listing of its ordinary shares on nasdaq in the form of
american depositary receipts the committee now has authority to appoint review and remunerate the external auditors and to preapprove their
engagement for both audit and non audit services it also reviews the independence and objectivity of the auditors and reviews the group’s accounting
procedures and financial control environment the committee has established policy guidelines on the nature of non audit work which may be undertaken
by the auditors these guidelines identify a number of categories of work where the auditors will not be employed including financial due diligence
assignments on potential acquisitions and financial systems consultancy the committee has also put in place procedures for the pre approval of any fees
payable to the auditors for those non audit services which fall within the policy guidelines
it is the company’s policy to review its external audit arrangements every five years during the year the committee carried out such a review as a result of
which ernst  young llp were appointed as auditors to the company in may 2002
the remuneration committee is chaired by john botts and its other members are sir ronald hampel until november 2002 jonathan newcomb
christopher powell adair turner geoff unwin and fields wickermiurin all members of the committee are nonexecutive directors and are considered by
the company to be independent further details of the committee’s activities are set out in the directors’ remuneration report on page 18 the company
was among the first to invite its shareholders to vote on its remuneration policy in 1998 and has done so at all subsequent annual general meetings in
accordance with the directors’ remuneration report regulations 2002 which have now come into effect shareholders will be given the opportunity at this
year’s annual general meeting to vote on the remuneration report as a whole
the nomination committee was chaired by sir ronald hampel until november 2002 and is now chaired by geoff unwin its other members are clive
hollick and john botts the committee meets as required to review the structure size and composition of the board and to identify candidates both
executive and nonexecutive whose skills and experience are considered to be of value to the company
in addition to the principal committees the finance committee comprising any two directors to include at least one of the chief executive and chief financial
officer approves and facilitates the group’s treasury and financial operations within limits established by the board the company secretary acts as secretary
to all the above committees
nonexecutive directors
the directors believe that effective corporate governance is strengthened by the presence of a strong independent element on the board of the ten board
members 60 per cent including the chairman are nonexecutive directors all are considered by the company to be independent biographies of all of the
directors currently in office are set out on pages 16 and 17 and illustrate the range of experience of directors
the board is considering the recommendations of the higgs report on the role and effectiveness of nonexecutive directors which was published in january
2003 and will review its procedures in the light of those recommendations 28
united business media
annual report 2002
corporate governance statement
relations with shareholders
the company considers its annual and interim reports to be of primary importance in keeping shareholders informed about the activities and progress of the
group in addition to these reports the company also provides updated trading information prior to the start of each close period financial and other
information about the company is published on its website which has links to the websites of other businesses in the group
the company maintains an ongoing dialogue with its major institutional shareholders by means of meetings and presentations as appropriate consultation
is undertaken with the abi and other bodies representing shareholders’ interests on matters which the company considers appropriate all shareholders are
welcome at the annual general meeting where they have the opportunity to ask questions of all the directors including the chairman as well as the
chairmen of the audit and remuneration committees
internal control
the board is responsible for maintaining the effectiveness of the group’s system of internal controls and for reviewing the effectiveness of such systems the
system is intended to enable the group to identify and manage the risks inherent in its business and accordingly can provide only reasonable and not
absolute assurance against material misstatement or loss
there is an ongoing process for identifying evaluating and managing the key financial operating and compliance risks faced by the group which has been
in place during the year and continues in force this process accords with the turnbull guidance issued in september 1999 and is regularly reviewed by the
board the process aims to identify and evaluate risks which are specific to each of its businesses it is undertaken at a divisional level and the results co
ordinated and reviewed by the audit committee the board reviews the effectiveness of the group’s system of internal control by means of regular reports
from management and from independent monitoring functions as described below
day to day management of the group’s businesses is delegated to the chief executive and the executive directors within the financial and strategic
objectives for the group as approved by the board the chief executives of the individual businesses are accountable for the conduct and performance of
their division within the agreed strategy and they are authorised to act in accordance with the system of delegated authorities which is monitored by the
internal audit department and reviewed periodically by the board
individual businesses are responsible for complying with the group’s financial reporting system which includes a comprehensive budgeting and financial
reporting mechanism providing monthly trading results balance sheet and cash flow statements recorded against corresponding figures for the budget and
the previous year this information is reported regularly to the board in the form of management accounts individual businesses are also responsible for
compliance with certain group policies and guidelines set out in the group’s financial policies and procedures manual and the group policy manual
the internal audit department undertakes periodic reviews of individual businesses to assess their control status internal and external audit report to the
board on significant exceptions and internal audit follow up on these until they are resolved 29
united business media
annual report 2002
we have audited the group financial statements for the year ended 31 december 2002 which comprise the profit and loss account the balance sheets of
the group and company the group cash flow statement the statement of group total recognised gains and losses the reconciliation of movements in
group shareholders’ funds and the related notes 1 to 32 these financial statements have been prepared on the basis of the accounting policies set out
therein
this report is made solely to the company’s members as a body in accordance with section 235 of the companies act 1985 our audit work has been
undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report and for no other
purpose to the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the company and the company’s members
as a body for our audit work for this report or for the opinions we have formed
respective responsibilities of directors and auditors
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 part of the directors’ remuneration report to be audited in accordance with relevant legal and
regulatory requirements united kingdom auditing standards and the listing rules of the financial services authority
we report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements and the part of the
directors’ remuneration report to be audited have been properly prepared in accordance with the companies act 1985 we also report to you if in our
opinion the directors’ report is not consistent with the financial statements if the company has not kept proper accounting records if we have not
received all the information and explanations we require for our audit or if information specified by law or the listing rules regarding directors’
remuneration and transactions with the group is not disclosed
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 and we report if it does not we are not required to consider whether the board’s statements on internal control cover all
risks and controls or form an opinion on the effectiveness of the group’s corporate governance procedures or its risk and control procedures
we read other information contained in the annual report and consider whether it is consistent with the audited financial statements this other
information comprises the report of the directors the unaudited part of the directors’ remuneration report the chairman’s statement chief executive’s
review operating review financial review board of directors five year financial summary financial calendar shareholder information and corporate
governance statement we consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the
financial statements our responsibilities do not extend to any other information
basis of audit opinion
we conducted our audit in accordance with united kingdom auditing standards issued by the auditing practices board an audit includes examination on
a test basis of evidence relevant to the amounts and disclosures in the financial statements and the part of the directors’ remuneration report to be
audited it also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements and
of whether the accounting policies are appropriate to the group’s circumstances consistently applied and adequately disclosed
we planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other
irregularity or error in forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements and the
part of the directors’ remuneration report to be audited
opinion
in our opinion
• the financial statements give a true and fair view of the state of affairs of the company and of the group as at 31 december 2002 and of the loss of the
group for the year then ended
• the financial statements and the part of the directors’ remuneration report to be audited have been properly prepared in accordance with the
companies act 1985
ernst  young llp
registered auditors
london
28 february 2003
independent auditors’ report to the members of
united business media plc 30
united business media
annual report 2002
report of the directors
the directors present their report and the audited financial statements for the year ended 31 december 2002
activities business review and development
during 2002 the group’s principal activities were in the areas of market research news distribution and professional media the current activities of the
group are described in more detail on pages 6 to 13 the financial review on pages 14 and 15 contains details of the performance of the group and its
divisions during the year and the operating review on pages 8 to 13 gives an indication of future developments
results for the year and dividends
the results for the year are set out in the group profit and loss account on page 33 after accounting for dividends totalling £242m including the
proposed dividend of £135m and an accrued libor related b share dividend of £06m the balance to be transferred from reserves is £2632m the
directors recommend a final dividend of 4 pence per share for the year ended 31 december 2002 to be paid on 29 may 2003 to those shareholders on the
register on 14 march 2003 an interim dividend of 3 pence per share was paid on 24 october 2002 making a total for the year of 7 pence 2001 12
pence
a dividend of 877 pence per b share will be paid on 24 april 2003 to holders of b shares on the register on 14 march 2003
directors and their interests
biographical details of the directors in office as at 28 february 2003 are set out on pages 16 and 17 the following directors held office during the year
sir ronald hampel resigned 5 november 2002 clive hollick john botts charles gregson jonathan newcomb christopher powell adair turner geoff
unwin malcolm wall nigel wilson and fields wickermiurin
adair turner and geoff unwin will retire in accordance with the company’s articles of association at the annual general meeting and being eligible will offer
themselves for reelection geoff unwin’s contract may be terminated by either party on twelve months’ notice such notice not to be given before
1 november 2003 adair turner does not have a service contract adair turner and geoff unwin are considered by the company to be independent
the interests of the directors in office at 31 december 2002 in the shares of the company and its subsidiary undertakings are set out in the directors’
remuneration report on pages 18 to 26
no director had a material interest in any contract other than a service contract with the company or any subsidiary at any time during the year
changes in share capital
the issued share capital of the company at 1 january 2002 was 335005854 ordinary shares of 25 pence each 10480642 b shares of 8 2344 pence each and
132484195 deferred shares of 8 2344 pence each the ordinary shares and b shares are listed on the london stock exchange the deferred shares are unlisted
during the year 555040 ordinary shares were issued in connection with the exercise of options under the company’s share option schemes of which
300000 were issued to the qualifying employee share trust to satisfy the exercise of options under the united saye scheme and mai sharesave scheme
2118 ordinary shares were issued on conversion of the company’s 6125 per cent convertible bonds and a further 52341 ordinary shares were issued to sir
ronald hampel on his resignation from the board in accordance with a resolution passed at the annual general meeting held on 2 may 2002 the
outstanding 132484195 deferred shares were purchased by the company for an aggregate price of one penny and were cancelled under the provisions of
the companies act the company also repurchased a further 2934255 b shares with a nominal value of £02m for consideration of £72m and cancelled
them under the provisions of the companies act
the issued share capital of the company at 31 december 2002 was 335615353 ordinary shares of 25 pence each and 7546387 b shares of 8 2344 pence each
at the annual general meeting held on 2 may 2002 shareholders authorised the company to purchase up to 33505797 ordinary shares and up to
10480642 b shares these authorities were still valid at 31 december 2002 and will expire at the conclusion of the annual general meeting to be held on
15 may 2003 resolutions to renew them will be put to shareholders at that meeting
employee involvement
during 2002 the company continued to implement the longer term initiatives established in 2001 to reward retain and develop its employees and sought
opportunities to benchmark itself against industry best practice
where possible subsidiaries continued to support and develop the principles of flexible working as it has been demonstrated that employees value highly
ways to help balance home and work priorities more effectively these initiatives include in particular the increased use of homeworking which helps to
rationalise the use of office accommodation
the online corporate voluntary benefits programme for employees launched in 2001 continued to ensure that employees had access to a wide variety of
benefits and services to maximise their spending power
all divisions continued to make management development a priority in 2002 a range of customised training solutions were offered at local level in order to
underpin retention of staff initiatives and ensure managerial skills were developed to meet new business requirements and cope with the difficult trading conditions
progress continues to be made in furthering the company’s commitment to diversity which is championed at board level diversity forums were set up in 2002
in the us and uk to develop targeted initiatives aimed at recognising and valuing the diversity of the group’s employees and creating a supportive and highly
productive working environment for all the company continued its membership of opportunity now to benchmark progress and take stock of best practice
employees throughout the group receive regular updates on corporate performance business objectives and development through various formal and
informal channels of communication including local intranet sites and group meetings a series of web chats were held during the year to allow employees
from across the group a real time opportunity to provide feedback to and ask questions of divisional and board level executives good use of divisional staff
consultative forums was also made to ensure employees received timely communication on relevant issues
selection of employees is determined on their aptitude skills and ability that are relevant to the job should an employee become disabled during their
employment efforts are made to enable them to continue their career where possible including appropriate retraining 31
united business media
annual report 2002
report of the directors
corporate social responsibility
the company actively supports corporate social responsibility it has developed and introduced a range of modern employer community involvement and
product integrity programmes right across the group
the board has adopted a statement of business principles which is published on the company’s website and which outlines its core values in dealing with its
principal stakeholders these principles provide a framework within which the various divisions around the group have developed their own codes of
conduct to enable them to prioritise those issues that are of key concern to their specific business
in each of the group’s market places the integrity of the product or service offered is of paramount importance product performance is regularly measured and
often publicly reported as in the case of cmp media’s us publishing statistics businesses strive to improve their service to customers by the development and
implementation of customer relationship management tools and measure their impact in this area by the use of customer satisfaction surveys
the company seeks to maximise shareholder value by insisting on the highest standards of financial management assessment of risk and control this is
achieved by means of detailed financial plans and procedures setting clear performance targets and monitoring progress against them acquisitions are
subject to rigorous investment targets which are designed to improve shareholder value and are benchmarked against alternative uses of capital financial
reporting procedures are designed to ensure transparency and clarity of financial information
the company pursues employment practices which are designed to assist its employees in achieving an appropriate worklife balance work place
discrimination or harassment is not tolerated and procedures are in place to support these policies
the company recognises that it has a role to play in supporting the community which is undertaken both by means of cash donations and by encouraging
employees to provide their services as volunteers and facilitating their involvement in their local communities
as part of the group’s risk mapping process which is described in more detail on page 28 companies within the group assess the risks attaching to the failure
to implement social ethical and environmental policies these risks are considered by the board twice a year as part of its examination of the overall risk
maps
due to the nature of its businesses the group does not have a high environmental impact its principal impact arises from energy consumption which the
company continues to monitor and to set reduction targets where practicable overall energy consumption levels are expected to continue to decrease
during 2003 both as a result of targeted reductions and as a consequence of the ongoing rationalisation of the group’s property portfolio many of the
group’s business practices tend to support environmental good practice for example the increasing use of new technology such as the internet to facilitate
data collection within its market research businesses has led to reduced demand for paper resources
the company continues to review and develop its reporting on relevant csr issues and will provide periodic updates about these on its website
statement of directors’ responsibilities for the financial statements
the directors are required by the companies act 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 as at the end of the financial year and of the profit or loss of the group for that period
the directors confirm that in preparing the financial statements for the year ended 31 december 2002 the group has used appropriate accounting policies
consistently applied and supported by reasonable and prudent judgements and estimates and that all applicable accounting standards have been followed
the directors are responsible for keeping proper accounting records for safeguarding the assets of the company and of the group and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities
the financial statements are also published on the united business media website the maintenance and integrity of the website is the responsibility of the
directors legislation in the united kingdom governing the preparation and the dissemination of financial statements may differ from legislation in other
jurisdictions
donations
in 2002 the group donated £232000 to charitable organisations 2001 £316000 the group made no political donations during 2002 2001 nil at the
annual general meeting held on 2 may 2002 shareholders approved a resolution allowing the company to make eu political donations and expenditure as
defined in the companies act totalling in aggregate up to £100000 this approval was sought as a precautionary measure in view of the broad definition
of this term and no such expenditure or donations were made during the year a similar resolution will be proposed at the annual general meeting to be
held on 15 may 2003 32
united business media
annual report 2002
report of the directors
substantial shareholdings
as at 28 february 2003 the company had been notified of the following interests of 3 per cent or more in its issued ordinary share capital
number of ordinary shares held percentage of ordinary shares held
fmr corp 51477234 1534
franklin resources inc 49924336 1488
schroders plc 29146201 868
legal  general 10173931 303
creditor payment policy
in view of the diversity of its businesses the group does not offer or operate a uniform timetable for payment of suppliers each operating company is
responsible for agreeing with its own suppliers the terms and conditions on which it will transact business with them including payment terms the group’s
policy is to pay suppliers in accordance with these agreed terms the company has no trade creditors
annual general meeting
the annual general meeting of the company will be held on 15 may 2003 the notice of meeting and a description of the business to be transacted is
contained in the accompanying document
auditors
following the company’s review of its audit arrangements the directors appointed ernst  young llp as auditors in may 2002 ernst  young llp have
indicated their willingness to continue in office and a resolution for their reappointment and on their remuneration will be proposed at the annual general
meeting
by order of the board
registered office
anne siddell ludgate house
secretary 245 blackfriars road
28 february 2003 london
se1 9uy 33
united business media
annual report 2002
group profit and loss account
for the year ended 31 december 2002
as restated as restated
before exceptional before exceptional
exceptional items exceptional items as restated
items note 6 total items note 6 total
2002 2002 2002 2001 2001 2001
notes £m £m £m £m £m £m
turnover – group and share of joint ventures
continuing operations 8192 – 8192 9594 – 9594
discontinued operations ––– 62 – 62
8192 – 8192 9656 – 9656
1 less share of joint ventures’ turnover 258 – 258 331 – 331
1 group turnover 7934 – 7934 9325 – 9325
group operating loss
continuing operations 830 1442 2272 633 4440 5073
discontinued operations ––– 151 – 151
3group operating loss 830 1442 2272 784 4440 5224
5 share of operating lossprofit in joint ventures and associates
continuing operations 16 – 16 35 – 35
discontinued operations ––– 54 – 54
16 – 16 19 – 19
4 income from other fixed asset investments 104 – 104 43 – 43
1 total operating loss 710 1442 2152 760 4440 5200
6 loss on sale and closure of businesses
continuing operations ––– – 329 329
discontinued operations – 140 140 – 186 186
– 140 140 – 515 515
loss on ordinary activities before interest 710 1582 2292 760 4955 5715
7 net interest income 101 – 101 358 – 358
30 other finance expense 21 – 21 15 – 15
loss on ordinary activities before tax 630 1582 2212 417 4955 5372
8tax on loss on ordinary activities 160 – 160 250 – 250
loss on ordinary activities after tax 790 1582 2372 667 4955 5622
equity minority interests 18 – 18 20 – 20
loss for the financial year 808 1582 2390 687 4955 5642
10 dividends – equity 236 398
– nonequity 06 3253
242 3651
25 retained loss for the financial year 2632 9293
earningsloss per share
11 – before amortisation of intangible assets and exceptional items 165p 179p
11 – basic 716p 1463p
11 – diluted 716p 1463p 34
united business media
annual report 2002
balance sheets
at 31 december 2002
as restated
group group company company
2002 2001 2002 2001
notes £m £m £m £m
fixed assets
12 intangible assets 4427 7368 – –
13 tangible assets 673 848 – –
14 investments in subsidiary undertakings – – 35439 36395
investments in joint ventures
14 – share of gross assets 172 185 – –
14 – share of gross liabilities 44 31 – –
investments in joint ventures 128 154 – –
14 investments in associated undertakings 02 02 – –
14 other investments 1695 1559 – –
6925 9931 35439 36395
current assets
15 stocks 166 170 – –
16 debtors 1633 2108 1023 624
17 investments 15 24 – –
17 short term liquid funds 5948 5928 – –
cash at bank and in hand 967 3530 – –
8729 11760 1023 624
18 creditors amounts falling due within one year 6059 6392 345 521
net current assetsliabilities 2670 5368 678 103
total assets less current liabilities 9595 15299 36117 36498
creditors amounts falling due after more than one year
19 bank and other loans 3385 4248 3855 4248
20 other creditors 133 235 23985 20660
21 convertible debt 2450 4345 – 1787
5968 8828 27840 26695
23 provisions for liabilities and charges 585 410 – –
net assets excluding pension liability 3042 6061 8277 9803
30 pension liability 909 410 – –
net assets including pension liability 2133 5651 8277 9803
capital and reserves
24 called up share capital 845 959 845 959
25 share premium account 3085 3058 3085 3058
25 merger reserve 313 313 – –
25 other reserves 1678 1562 1261 1145
25 profit and loss account 3808 262 3086 4641
shareholders’ funds including nonequity interests 2113 5630 8277 9803
equity minority interests 20 21 – –
capital employed 2133 5651 8277 9803
equity shareholders’ funds 2107 5508 8271 9681
nonequity shareholders’ funds 06 122 06 122
shareholders’ funds 2113 5630 8277 9803
these financial statements were approved by a duly appointed and authorised committee of the board of directors on 28 february 2003 and were signed
on its behalf by
geoff unwin director
clive hollick director 35
united business media
annual report 2002
group cash flow statement
for the year ended 31 december 2002
as restated
2002 2001
notes £m £m
27 net cash inflow from operating activities 555 147
dividends received from joint ventures and associated undertakings 09 10
returns on investments and servicing of finance
interest received 455 794
interest paid 411 558
dividends paid to minority shareholders 19 19
dividends paid to nonequity shareholders 09 3246
income from other fixed asset investments 136 43
finance costs incurred in raising debt – 43
net cash inflowoutflow from returns on investments and servicing of finance 152 3029
taxation
uk corporation tax received 34 153
overseas tax receivedpaid 119 194
taxation receivedpaid 153 41
capital expenditure and financial investment
purchase of tangible fixed assets 109 317
proceeds from sale of tangible fixed assets 10 40
purchase of other intangible assets 03 24
proceeds from sale of investments – 17
purchase of investments 119 792
net cash outflow from capital expenditure and financial investment 221 1076
acquisitions and disposals
purchase of subsidiary undertakings and businesses 13 1278
net cash acquired with subsidiary undertakings and businesses – 104
investments in joint ventures and associated undertakings 01 73
proceeds from sale of joint ventures and associated undertakings – 223
costs incurred on the sale and closure of operations 190 57
net cash outflow from acquisitions and disposals 204 1081
equity dividends paid to shareholders 135 932
net cash inflowoutflow before use of liquid resources and financing 309 6002
management of liquid resources
purchasesale of current asset investments 424 4690
decrease in short term deposits 2644 7551
net cash inflow from management of liquid resources 2220 12241
financing
proceeds from issue of ordinary share capital 29 66
return of capital to shareholders including costs 74 9013
proceeds from issue of convertible bond – 2748
repurchase of bond 1640 146
decreaseincrease in bank loans 478 02
repayment of loan stock 236 17
net cash outflow from financing 2399 6360
increasedecrease in cash in the year 130 121
2002 2001
reconciliation of net cash flow to movement in net cash £m £m
increasedecrease in cash in the year 130 121
cash outflowinflow from decreaseincrease in debt 2354 2542
cash inflow from decrease in liquid resources 2220 12241
changes in net cash resulting from cash flows 264 14904
other noncash movements 62 20
translation difference 240 113
movement in net cash in year 442 15037
opening net cash 493 15530
closing net cash 935 493
liquid resources include term deposits and government and corporate securities 36
united business media
annual report 2002
statement of group total recognised gains and losses
for the year ended 31 december 2002
as restated
2002 2001
£m £m
loss for the financial year 2390 5642
currency translation differences on foreign currency net investments
group 325 162
joint ventures 09 01
associates – 01
actuarial loss recognised in the pension schemes 506 490
other recognised losses for the year 840 330
total recognised gains and losses for the year 3230 5972
prior year adjustment – implementation of frs 17 see note 25 489 –
total gains and losses recognised since last annual report 3719 5972
the historical cost result is not materially different from the reported loss in either year
reconciliation of movements in group
shareholders’ funds
for the year ended 31 december 2002
as restated
2002 2001
£m £m
opening shareholders’ funds as reported 6119 24239
prior year adjustment 489 39
opening shareholders’ funds – restated 5630 24200
loss for the financial year 2390 5642
equity dividends 236 398
nonequity dividends on b shares see note 10 06 3253
2998 14907
other recognised losses relating to the year 840 330
new share capital subscribed 29 66
return of capital to shareholders see note 24 74 9013
closing shareholders’ funds 2113 5630 37
united business media
annual report 2002
group accounting policies
basis of accounting
the financial statements have been prepared under the historical cost convention in accordance with applicable accounting standards in the united
kingdom with the exception of the matters referred to below the financial statements have been prepared on a basis consistent with prior years
in preparing the financial statements for the current year the group has adopted frs 19 “deferred tax” which has resulted in a change of accounting policy
for deferred tax the implementation of the standard has had no material impact on the results or balance sheet of the group and accordingly no prior year
adjustment is required
the group has adopted frs 17 “retirement benefits” in these financial statements the adoption of this standard represents a change in accounting policy
and the comparative figures have been restated accordingly details of the effect of adopting frs 17 are given in note 25
consolidation
the financial statements include the financial statements of the company and all its subsidiaries made up to 31 december or within one week of that date
together with the group’s share of the results for the year and of the book values of the net assets and attributable goodwill of joint ventures and associates
the results of subsidiaries and joint ventures and associates acquired or sold during the year are included from or to the effective date of acquisition or
disposal
turnover
turnover which is stated net of trade discounts vat and other sales related taxes is recognised as follows
publishing advertising revenue is recognised on issue of the publication
exhibitions revenue is recognised when the show has been completed deposits received in advance are recorded as deferred income in the balance sheet
market research revenue is recognised on a completed contract basis work in progress amounts are recorded in the balance sheet at cost syndicated
revenues are recognised on completion and any subsequent sales are recognised as they arise
news distribution revenue is recognised on message delivery
goodwill and intangible fixed assets
purchased goodwill is capitalised as an intangible asset and amortised on a straightline basis over its estimated useful life which the directors view as being
a period generally between six and twenty years based on the nature age and stability of the industry in which the business operates where a business is
sold or where goodwill is considered to have been impaired the net book value of goodwill or the amount of impaired goodwill as applicable is charged
through the profit and loss account as part of the profit or loss on disposal or through operating profit in the year of impairment
impairment reviews are carried out at the end of the first full financial year after acquisition and on the occurrence of any event or change in circumstances
indicating that there may have been a decline in the carrying value or change in useful life
following the impairment review in 2001 a reappraisal of estimated useful lives adopted for goodwill and intangible assets has been undertaken as a result
the estimated useful lives of the goodwill relating to certain businesses have been reduced the impact of this revision has been to increase the amortisation
charge for the year by £34m
other intangible assets comprise certain product rights including licences and related costs which are amortised over the shorter of their useful lives or the
licence period and publishing rights and titles and purchased internet domain names and websites which are amortised on a straight line basis over their
estimated useful lives not exceeding two years
tangible fixed assets and depreciation
tangible fixed assets are stated at cost depreciation is provided on all tangible fixed assets except freehold land depreciation rates are calculated so that
assets are written down to residual value in equal annual instalments over their expected useful lives which are as follows
freehold buildings and long leasehold property 1070 years
short leasehold property term of lease
general plant machinery and equipment 520 years
computer equipment 3 years
motor vehicles 35 years
software costs are written off as incurred except for purchases from third parties in respect of major systems in such cases the costs are written off over
the expected useful life of the asset not exceeding five years from the date of implementation of the software
stocks
stocks and work in progress are valued on the first in first out basis at the lower of cost and net realisable value cost comprises materials direct labour and
a proportion of attributable production and other overheads
operating leases
operating lease rentals are charged to the profit and loss account as they arise
investments
listed and unlisted investments are stated at the lower of cost and market value or directors’ valuation investments in subsidiaries included in the
company’s balance sheet are stated at cost or nominal value of shares issued where merger relief is taken less any provision for impairment investments in
companies where the group both has a participating interest and exercises significant influence over the entity’s financial and operating policies through
board representation and participation in financial and operating policy decisions are included as associates under the equity method of accounting 38
united business media
annual report 2002
group accounting policies
investments continued
similarly investments in companies where the group holds a longterm interest that arises as a result of a contractual arrangement and is jointly controlled
by the group and other venturers are included as joint ventures under the gross equity method of accounting the figures included in the financial
statements are based on audited accounts adjusted where necessary by reference to management accounts for the period up to 31 december where the
accounting policies of associates andor joint ventures do not conform in all material respects to those of the group adjustments are made on consolidation
deferred tax
deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events
have occurred at that date that will result in an obligation to pay more or a right to pay less or to receive more tax with the following exceptions
•provision is made for taxable gains arising from the revaluation and similar fair value adjustments of fixed assets that have been rolled over into
replacement assets only to the extent that there is a binding agreement to dispose of the assets concerned however no provision is made where on
the basis of all available evidence at the balance sheet date it is more likely than not that the taxable gain will be rolled over into replacement assets
and charged to tax only where the replacement assets are sold
•provision is made for deferred tax that would arise on remittance of the retained earnings of overseas subsidiaries associates and joint ventures only to
the extent that at the balance sheet date dividends have been accrued as receivable and
• deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits
from which the future reversal of the underlying timing differences can be deducted
deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the period on which timing differences reverse based on
tax rates and laws enacted or substantively enacted at the balance sheet date
foreign currencies
assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the date of the balance sheet the
trading results of foreign subsidiary undertakings are translated into sterling at an average of the exchange rates ruling for the year differences arising on
the retranslation of investments including goodwill in foreign subsidiary undertakings and related net foreign currency borrowings and from the
translation of the results of those undertakings at average rate are taken to reserves and are reported in the statement of total recognised gains and losses
all other exchange differences are taken to the profit and loss account
pension costs
the group sponsors a number of defined benefit schemes and defined contribution schemes the group has adopted frs17 “retirement benefits” in the
financial statements and this has been treated as a change in accounting policy and resulted in an adjustment of the prior year financial statements as
described in note 25 for the defined contribution schemes the profit and loss charge represents the contributions payable to the scheme during the
accounting period the assets of the defined benefit pension schemes are measured at their market value at the balance sheet date and the liabilities of
those schemes are measured using the projected unit method the discount rate used is the current rate of return on a aa corporate bond of equivalent
term and currency to the liabilities the extent to which the schemes’ assets exceedfall short of their liabilities is shown as a surplusdeficit in the balance
sheet to the extent that a surplus is recoverable by the group or that a deficit represents an obligation of the group
the following is charged to operating profit
• the increase in the present value of pension scheme liabilities arising from employee service in the current period
• the increase in the present value of pension scheme liabilities as a result of benefit improvements over the period during which such improvements vest
• gains and losses arising on settlementscurtailments
a credit in respect of the expected return on the schemes’ assets and a charge in respect of the increase during the period in the present value of the
schemes’ liabilities because the benefits are one period closer to settlement are included in other finance income actuarial gains and losses are recognised
in the statement of total recognised gains and losses
financial instruments
the group currently uses several types of financial instruments as part of an overall risk management strategy it does not enter into financial instruments for
speculative purposes the accounting treatment adopted depends upon the risk that is being hedged interest rate risk associated with net debt is managed
centrally by using fixed rate borrowings and financial instruments such as interest rate swaps interest differentials under interest rate swaps forward rate
agreements caps and collars are recognised by adjustment of the underlying interest receivable or payable over the term of the agreement and as such are
accrued to the profit and loss account on a time apportioned basis to mitigate the effect of currency translation risks relating to foreign currency
denominated net assets the group uses foreign currency borrowings where appropriate to provide an economic hedge gains and losses arising on overseas
net assets and the financial instruments used to hedge the associated currency risks are taken to reserves and are reported in the statement of total
recognised gains and losses see “foreign currencies” above currency net transaction risks on monetary assets and liabilities and forecast trading flows of
the group are hedged in all material respects as they arise generally using forward foreign exchange contracts any gains or losses arising on such
arrangements are deferred and recognised in operating profit or as adjustments to carrying amount when the hedged transaction has itself been reflected in
the group’s financial statements upon maturity of the contract the forward premium or discount for these contracts is not accounted for as interest but as
part of the hedge achieved if underlying forecast flows do not materialise as envisaged the hedges are either reversed or swapped forward to a future
financing period the adjusting hedges are then accounted for through the profit and loss account to match the revised underlying exposure being hedged
currency options may be purchased to hedge forecast trading flows these are accounted for in the same manner as the forward foreign exchange
contracts above except that the premium paid is deferred to the point of exercise or lapse of the option further information on the accounting policy for
financial instruments can be found in note 22 39
united business media
annual report 2002
notes to the financial statements
group share group share
of joint of joint
group ventures group ventures
2002 2002 2001 2001
1 business analysis £m £m £m £m
turnover by division
continuing operations
cmp media 2524 90 3704 129
cmp asia 511 36 490 32
cmp information 1134 45 1308 42
united advertising publications 581 – 574 –
professional media 4750 171 6076 203
news distribution 1054 87 1280 86
market research 2130 – 1949 –
continuing operations 7934 258 9305 289
discontinued operations
professional media – cmp information –– 20 42
discontinued operations –– 20 42
7934 258 9325 331
by geographic market
united kingdom 2166 45 2342 84
north america 5022 170 6250 213
europe and middle east 281 07 288 02
pacific 465 36 445 32
7934 258 9325 331
turnover analysis is based on turnover by origin turnover by destination would not be materially different
as restated
2002 2001
£m £m
net operating assets by division
cmp media 1819 3372
cmp asia 66 218
cmp information 297 728
united advertising publications 72 98
professional media 2254 4416
news distribution 342 705
market research 597 1294
3193 6415
by geographic market
united kingdom 526 603
north america 2580 5476
europe and middle east 16 103
pacific 71 233
3193 6415
reconciliation of net operating assets to net assets
net operating assets 3193 6415
investments 7787 7616
corporation tax 2774 2472
net borrowings 5025 5457
proposed dividend 139 41
pension liability 909 410
net assets 2133 5651
discontinued operations in 2001 include uk online business to business and business to customer activities which have been disposed or closed
the caption “professional media” has been separately analysed into its underlying businesses and comparatives have been shown accordingly 40
united business media
annual report 2002
notes to the financial statements
group share group share
of joint of exceptional
group ventures associates subtotal items total
2002 2002 2002 2002 2002 2002
1 business analysis continued £m £m £m £m £m £m
operating profit before amortisation of intangible assets by division
continuing operations
cmp media 99 05 – 94 113 207
cmp asia 136 01 – 137 07 130
cmp information 125 02 – 127 58 69
united advertising publications 127 – – 127 08 119
professional media 289 08 – 297 186 111
news distribution 143 30 – 173 41 132
market research 179 – – 179 73 106
continuing operations 611 38 – 649 300 349
discontinued operations note 1a ––––––
operating profit before amortisation of intangible assets 611 38 – 649 300 349
amortisation of intangible assets 1337 22 – 1359 1142 2501
operating profitloss by division
continuing operations
cmp media 793 07 – 800 713 1513
cmp asia 05 – – 05 07 12
cmp information 95 02 – 93 58 151
united advertising publications 117 – – 117 08 109
professional media 776 05 – 781 786 1567
news distribution 89 21 – 110 213 103
market research 39 – – 39 443 482
continuing operations 726 16 – 710 1442 2152
discontinued operations note 1a ––––––
operating loss 726 16 – 710 1442 2152
nonoperating exceptional items 140
net interest and other financial income 80
loss on ordinary activities before tax 2212
by geographic market
united kingdom 276 05 – 271 246 517
north america 545 19 – 526 1124 1650
europe and middle east 125 08 – 117 72 45
pacific 30 – – 30 – 30
operating loss 726 16 – 710 1442 2152
nonoperating exceptional items 140
net interest and other financial income 80
loss on ordinary activities before tax 2212
includes income from other fixed asset investments 41
united business media
annual report 2002
notes to the financial statements
group share group share as restated
as restated of joint of as restated exceptional as restated
group ventures associates subtotal items total
2001 2001 2001 2001 2001 2001
1 business analysis continued £m £m £m £m £m £m
operating profit before amortisation of intangible assets by division
continuing operations
cmp media 88 10 – 78 378 456
cmp asia 133 01 – 134 – 134
cmp information 64 05 – 69 212 143
united advertising publications 94 – – 94 14 80
professional media 203 16 – 219 604 385
news distribution 328 30 – 358 64 294
market research 241 01 – 240 72 168
continuing operations 772 45 – 817 740 77
discontinued operations note 1a 150 38 13 201 – 201
operating profit before amortisation of intangible assets 622 07 13 616 740 124
amortisation of intangible assets 1363 10 03 1376 3700 5076
operating profitloss by division
continuing operations
cmp media 982 10 – 972 4078 5050
cmp asia 171 01 – 172 – 172
cmp information 32 05 – 37 212 175
united advertising publications 84 – – 84 14 70
professional media 1037 14 – 1023 4304 5327
news distribution 279 22 – 301 64 237
market research 168 01 – 167 72 95
continuing operations 590 35 – 555 4440 4995
discontinued operations note 1a 151 38 16 205 – 205
operating loss 741 03 16 760 4440 5200
nonoperating exceptional items 515
net interest and other financial income 343
loss on ordinary activities before tax 5372
by geographic market
united kingdom 322 34 16 372 944 1316
north america 624 39 – 585 3496 4081
europe and middle east 79 08 – 71 – 71
pacific 126 – – 126 – 126
operating loss 741 03 16 760 4440 5200
nonoperating exceptional items 515
net interest and other financial income 343
loss on ordinary activities before tax 5372
includes income from other fixed asset investments 42
united business media
annual report 2002
notes to the financial statements
group share group share
of joint of exceptional
group ventures associates subtotal items total
2002 2002 2002 2002 2002 2002
1 business analysis continued £m £m £m £m £m £m
a analysis of discontinued operations
operating loss before amortisation of intangible assets by division
professional media ––– – 140 140
discontinued operations ––– – 140 140
amortisation of intangible assets ––––––
operating loss by division
professional media ––– – 140 140
discontinued operations ––– – 140 140
group share group share
of joint of exceptional
group ventures associates subtotal items total
2001 2001 2001 2001 2001 2001
£m £m £m £m £m £m
operating loss before amortisation of intangible assets by division
professional media – cmp information 150 38 13 201 – 201
discontinued operations 150 38 13 201 – 201
amortisation of intangible assets 01 – 03 04 – 04
operating loss by division
professional media – cmp information 151 38 16 205 – 205
discontinued operations 151 38 16 205 – 205
during 2002 ubm settled an outstanding legal claim relating to the planned merger with carlton communications plc in 2000 and the subsequent sale of
the group’s television businesses the exceptional cost of this claim to the group net of associated receipts amounted to £140m
discontinued operations in 2001 include uk online business to business and business to customer activities which have been disposed of or closed 43
united business media
annual report 2002
notes to the financial statements
as restated
2002 2001
2 reconciliation of operating profit before amortisation and exceptionals to loss before tax £m £m
operating profit before amortisation of intangible assets and exceptional items 649 616
net interest income 101 358
other finance expense 21 15
amortisation of intangible assets
– group 1337 1363
– joint ventures and associates 22 13
exceptional items charged to operating profit see note 6
– impairment of goodwill 1142 3700
– restructuring costs 300 740
exceptional items charged to loss before tax 140 515
loss before tax 2212 5372
before
exceptional
items exceptional
total items total
2002 2002 2002
3 cost of sales and operating expenses £m £m £m
changes in stocks of finished goods and work in progress 07 – 07
other operating income 162 – 162
raw materials and consumables 1175 – 1175
other external charges 3170 300 3470
staff costs 3005 – 3005
7195 300 7495
depreciation of tangible assets 232 – 232
amortisation of intangible assets 1337 1142 2479
8764 1442 10206
cost of sales 2822 – 2822
distribution costs 2008 – 2008
administrative expenses 4096 1442 5538
other operating income 162 – 162
8764 1442 10206 44
united business media
annual report 2002
notes to the financial statements
as restated as restated
before before before
exceptional exceptional exceptional as restated
items items items exceptional as restated
continuing discontinued total items total
2001 2001 2001 2001 2001
3 cost of sales and operating expenses continued £m £m £m £m £m
changes in stocks of finished goods and work in progress 13 – 13 – 13
other operating income 61 – 61 – 61
raw materials and consumables 1229 – 1229 – 1229
other external charges 3796 140 3936 555 4491
staff costs 3366 30 3396 185 3581
8343 170 8513 740 9253
depreciation of tangible assets 233 – 233 – 233
amortisation of intangible assets 1362 01 1363 3700 5063
9938 171 10109 4440 14549
cost of sales 3588 – 3588 – 3588
distribution costs 2523 – 2523 – 2523
administrative expenses 3888 171 4059 4440 8499
other operating income 61 – 61 – 61
9938 171 10109 4440 14549
before
exceptional
items exceptional
total items total
2002 2002 2002
£m £m £m
included within other external charges
operating lease charges
– hire of plant machinery and vehicles 25 – 25
– property 338 – 338
auditors’ remuneration – as auditors company £10000 06 – 06
redundancy and other restructuring costs net of curtailment 85 300 385
before before before
exceptional exceptional exceptional as restated
items items items exceptional as restated
continuing discontinued total items total
2001 2001 2001 2001 2001
£m £m £m £m £m
included within other external charges
operating lease charges
– hire of plant machinery and vehicles 51 – 51 – 51
– property 364 02 366 – 366
auditors’ remuneration – as auditors company £10000 07 – 07 – 07
redundancy and other restructuring costs net of curtailment – – – 599 599 45
united business media
annual report 2002
notes to the financial statements
3 cost of sales and operating expenses continued
during the year the company undertook a review of its audit arrangements following a selection process involving three major firms ernst  young were
appointed as auditors to the group with effect from 2002 the auditors’ remuneration shown above for 2002 represents fees payable to ernst  young the
auditors’ remuneration for 2001 represents fees payable to pricewaterhousecoopers the previous auditors
nonaudit fees paid to ernst and young in the year totalled £01m principally relating to taxation services
nonaudit fees paid to pricewaterhousecoopers in 2001 totalled £40m including £03m charged as exceptional items relating to the group process review
and £37m in respect of taxation services and support to other corporate activity
the audit committee has established policy guidelines on the nature of nonaudit work which may be undertaken by the auditors these guidelines identify
a number of categories of work where the auditors will not be employed including financial due diligence assignments on potential acquisitions and
financial systems consultancy the audit committee has also put in place procedures for the preapproval of any fees payable to the auditors for those non
audit services which fall within the policy guidelines
professional firms are selected to provide advisory services on the basis of their relevant experience and expertise for major projects it is the group’s policy
to undertake a competitive tendering process in certain circumstances for example for reasons of confidentiality or knowledge of the group’s businesses
and structures it is appropriate to employ the group’s auditors to provide such services without a competitive tender being undertaken
2002 2001
4 income from other fixed asset investments £m £m
income from unlisted investments 104 43
2002 2001
5 share of operating lossprofit in joint ventures and associates before exceptional items £m £m
joint ventures and associates within continuing operations 38 44
joint ventures and associates within acquisitions – 01
38 45
joint ventures and associates within discontinued operations – 51
amortisation of goodwill 22 13
16 19 46
united business media
annual report 2002
notes to the financial statements
as restated
2002 2001
6 exceptional items £m £m
charged to operating loss
continuing operations
costs of integration of acquired businesses – 51
group process review costs note a – 90
other restructuring costs note b 300 599
goodwill impairment note c 1142 3700
continuing operations 1442 4440
total charged to operating loss 1442 4440
charged to loss before tax
payments relating to prior year disposals note d 140 –
loss on sale or closure of businesses note e – 515
total charged after operating loss 140 515
total charged to loss on ordinary activities before tax 1582 4955
tax on exceptional items – –
a the group process review was a programme that aimed to achieve operating efficiencies through reengineering of systems and processes within the
business all remaining projects were completed during 2001
b other restructuring costs in 2002 relate to additional provisions for vacant properties in 2001 it included vacant property provisions and redundancy
costs which resulted from the restructuring and other cost reduction and business reengineering programmes in 2001 restructuring costs in 2001 have
been restated to take account of frs 17 adjustments for curtailment credits of £49m arising from these redundancies
c in accordance with the requirements of frs 11 “impairment of fixed assets and goodwill” the directors have considered the carrying value of the
group’s purchased goodwill and in the light of market conditions made a provision for impairment in determining the amount of the impairment
which was calculated on a net realisable value basis the directors considered a number of factors including the current and prospective revenues
earnings and cash flows from the businesses
d during the period ubm settled an outstanding claim relating to the planned merger with carlton communications plc in 2000 and the subsequent sale
of the group’s television business the exceptional cost of this claim to the group net of associated receipts amounted to £140m all or which has been
reflected in the cash flow statement
e loss on sale or closure of businesses in 2001 included the loss on sale or closure of a number of uk online based business to business and business to
consumer activities and included goodwill and investment write downs together with provisions for planned future closures and disposals of the loss on
sale or closure £329m related to continuing operations and £186m related to discontinued businesses the analysis by business segment is £470m –
professional media £36m – news distribution and £09m  market research
2002 2001
7 net interest incomeexpense £m £m
interest receivable 556 874
interest payable – on bank loans and overdrafts 19 18
– on other loans 436 492
group 101 364
share of joint ventures – 06
share of associates – –
101 358
interest receivable includes £88m 2001 £74m of interest receivable from channel 5 television group limited in respect of shareholder loans 47
united business media
annual report 2002
notes to the financial statements
2002 2001
8 tax on loss on ordinary activities £m £m
a analysis of tax charge for the year
uk corporation tax at 300 2001 300 05 10
overseas corporation tax 153 247
tax relating to share of profit of joint ventures 12 13
160 250
2002 2001
£m £m
b factors affecting tax charge for the year
loss on ordinary activities before tax 1612 5372
loss on ordinary activities before tax multiplied by standard rate of corporation tax in the uk of 30 484 1612
effect of
expenses not deductible for tax purposes primarily goodwill amortisation 769 2033
tax effect of items not recognised in consolidated financial statements 80 202
reversal of timing differences 12 147
higher tax rates on overseas earnings 37 111
other 04 05
tax on loss on ordinary activities 160 250
c factors that may affect future tax
no deferred tax has been recognised on the retained profits and reserves of overseas subsidiaries or joint ventures or associated undertakings as there is
currently no intention to remit such amounts to the uk
deferred tax assets have not been recognised having given consideration to the likelihood of recovery of the balance
9 loss for the financial year of the company
as permitted by section 230 of the companies act 1985 the company’s profit and loss account has not been presented a loss of £1239m 2001 loss of
£2858m has been included within the group results and dealt with in the financial statements of the company
2002 2001
10 dividends £m £m
equity dividends
ordinary shares
interim of 30 p 2001 110 p 101 364
proposed final of 40 p 2001 10 p 135 34
nonequity dividends – b shares 06 3253
242 3651
in 2002 nonequity dividends relate to the accrual for the libor linked dividend on 7546387 b shares remaining in issue the nonequity dividend in
2001 represented the single dividend of 245 pence per share paid to the holders of 132484195 b shares who elected for this option together with the
accrual for the libor linked dividend of £07m on 10480642 b shares remaining in issue see note 24 48
united business media
annual report 2002
notes to the financial statements
2002 2001
weighted 2002 weighted 2001
2002 average earnings 2001 average earnings
earnings number loss earnings number loss
loss of shares per share loss of shares per share
11 earningsloss per share £m million pence £m million pence
earnings per share before amortisation of
intangible assets and exceptional items 551 3338 165 689 3857 179
adjustment in respect of amortisation of intangible assets 1359 – 407 1376 – 357
adjustment in respect of exceptional items 1582 – 474 4955 – 1285
basic loss per share 2390 3338 716 5642 3857 1463
effect of dilutive securities
options ––– –––
convertible debt ––– –––
diluted loss per share 2390 3338 716 5642 3857 1463
earnings per share before amortisation of intangible assets and exceptional items are presented as the directors consider that this presents a meaningful
measure of the performance of the group
for diluted earnings per share the weighted average number of shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares the
group has three categories of dilutive potential ordinary shares those share options granted to employees where the exercise price is less than the average
market price of the company’s ordinary shares during the year those shares which may be issued under the long term incentive plan “ltip” and shares
attributable to convertible debt no adjustment has been made for the dilutive impact in 2002 as this would decrease reported loss per share the impact
of dilutive securities in 2002 would be to decrease the loss by £41m for convertible debt 2001 £76m and to increase weighted average shares by 07m
shares for employee share options 2001 12m and 431m shares for convertible debt 2001 237m
other
intangible
goodwill assets total
12 intangible fixed assets £m £m £m
cost
at 1 january 2002 17419 173 17592
currency translation 1191 04 1195
additions 13 03 16
disposals 03 – 03
at 31 december 2002 16238 172 16410
amortisation
at 1 january 2002 10070 154 10224
currency translation 716 04 720
charge for the year 2469 10 2479
disposals –––
at 31 december 2002 11823 160 11983
net book amount
at 31 december 2002 4415 12 4427
at 31 december 2001 7349 19 7368
the amortisation charge for the year includes an impairment charge of £1142m relating to the cmp media news distribution and market research businesses 49
united business media
annual report 2002
notes to the financial statements
plant
land and machinery
buildings and vehicles total
13 tangible fixed assets £m £m £m
group
cost
at 1 january 2002 674 1497 2171
currency translation 25 88 113
additions 66 43 109
disposals 09 136 145
at 31 december 2002 706 1316 2022
depreciation
at 1 january 2002 260 1063 1323
currency translation 12 63 75
charge for the year 59 173 232
disposals 03 128 131
at 31 december 2002 304 1045 1349
net book amount
at 31 december 2002 402 271 673
at 31 december 2001 414 434 848
2002 2001
£m £m
land and buildings at net book amount comprise
freehold 157 178
long leasehold 13 13
short leasehold 232 223
402 414
unlisted goodwill total
14 fixed asset investments £m £m £m
group
a joint ventures
cost
at 1 january 2002 103 71 174
currency translation 03 07 10
additions 01 – 01
transfers 81 69 12
disposals 01 – 01
dividends 09 – 09
share of profits less losses 26 – 26
at 31 december 2002 36 133 169
amortisation
at 1 january 2002 – 20 20
currency translation – 01 01
charge for the year – 22 22
at 31 december 2002 – 41 41
net book amount
at 31 december 2002 36 92 128
at 31 december 2001 103 51 154 50
united business media
annual report 2002
notes to the financial statements
unlisted goodwill total
14 fixed asset investments continued £m £m £m
group
b associated undertakings
cost
at 1 january 2002 and 31 december 2002 02 – 02
amortisation
at 1 january 2002 and 31 december 2002 –––
net book amount
at 1 january 2002 and 31 december 2002 02 – 02
there are no listed joint ventures or associates
listed loans to unlisted total investment in
investments unlisted investments unlisted own shares total
£m £m £m £m £m £m
c investments other
at 1 january 2002 02 1952 468 1484 73 1559
currency translation – – 10 10 – 10
additions – 157 55 212 18 230
return of investment – – 32 32 – 32
transfers from debtors – – 02 02 – 02
disposals – – 04 04 50 54
at 31 december 2002 02 2109 457 1652 41 1695
additions to unlisted investments include additional shareholder loans to channel 5 television group limited
the market value of other listed investments at 31 december 2002 was £10m 2001 £10m the group also holds investments in own shares through the
esop and quest the market value of own shares held in the esop and quest at 31 december 2002 was £56m 2001 £112m and the nominal value was
£04m 2001 £ 05m
country of class
type of incorporation of shares shareholding accounting
business registration held interest  year end
d principal fixed asset investments are as follows
joint ventures
canada newswire limited news distribution canada ordinary 500 31 december
anp pers support news distribution netherlands ordinary 500 31 december
panamerican leather fair llc exhibitions usa ordinary 500 31 december
emedia asia limited exhibitions and barbados ordinary 399 31 december
publications
other fixed asset investments
channel 5 television group limited broadcasting great britain ordinary 3537 31 december
paperloopcom inc internet business usa ordinary 372 31 december
the press association ltd news distribution great britain ordinary 1701 31 december
sdn limited multiplex operator great britain ordinary 333 31 december
satellite information services holdings news distribution great britain ordinary 200 31 december
independent television news limited broadcasting great britain ordinary 200 31 december 51
united business media
annual report 2002
notes to the financial statements
14 fixed asset investments continued
significant investments
the unaudited financial statements of channel 5 television group limited for the year ended 31 december 2002 show aggregate capital and reserves of
£4952m 2001 £4680m and a loss for the financial year of £272m 2001 £891m
employee share ownership plan
an employee share ownership plan the “united esop” was established by the company on 24 june 1996 mai already had an employee share ownership
plan established in 1989 the “maiesop” the united esop has purchased in the open market or has received from the maiesop or has been granted
options over united shares which are held on trust for employees participating in the plans listed below the purchase of shares in the open market is
financed through bonuses sacrificed by senior executives under the terms of the senior executive equity participation plan “seepp” and contributions in
cash by the company to finance the acquisition of the matching element of such bonuses
dividends on the shares held by the united esop have been waived the costs of running these schemes have been included in the profit and loss account
qualifying employee share trust
in january 1998 a qualifying employee share trust “the quest” was established for the purpose of satisfying exercises of options under the mai sharesave
scheme and the united saye share option scheme a new company united quest trustee limited was incorporated for the purposes of administering the
quest on 28 january 1998 the company issued 3579947 shares to the quest for a total consideration of £25732629 equal to 719 pence per share
the midmarket price at the close of business on 28 january 1998
on 17 march 2000 the company issued 500185 shares to the quest for a total consideration of £4321600 equal to 869 pence per share the midmarket
price at the close of business on 17 march 2000 on 18 may 2001 the company issued 100000 shares to the quest for a total consideration of £727000
equal to 727 pence per share the midmarket price at the close of business on 18 may 2001 on 20 march 2002 the company issued 300000 shares to
the quest for a total consideration of £1752000 equal to 584 pence per share the midmarket price at the close of business on 20 march 2002
the dividends on the shares held by the quest have been waived
options over options over number of number of
united united united united
shares shares shares shares
2002 2001 2002 2001
at 31 december the holdings of the united esop and the quest were as follows
united esop – ordinary shares 1332707 2253097 1239276 1562980
– b shares 1165572 1377771 529530 1446982
quest – ordinary shares – – 243492 36205
the market value of united shares at 31 december was 290 pence 2001 480 pence per share
the group has taken advantage of the exemption in uitf 17 revised and has not applied the abstract to its saye and equivalent overseas schemes
number of shares over which
options were outstanding
2002 2001
as at 31 december the aggregate liabilities of the united esop and the quest were as follows
mai 1989 scheme – 128000
seepp – bonus options – ordinary shares 602976 676266
– b shares 672857 737525
seepp – matching options – ordinary shares 370613 453170
– b shares 491641 638480
harlow butler share bonus plan 6743 6743
ltip 339675 706350
senior executive allocations 12000 6583
mai sharesave scheme 16672 26791
united saye scheme 834426 1104348
3347603 4484256 52
united business media
annual report 2002
notes to the financial statements
shares loans
in group to group
companies companies total
14 fixed asset investments continued £m £m £m
company
investments subsidiary undertakings
cost
at 1 january 2002 30049 8346 38395
net repayment of loans – 206 206
at 31 december 2002 – cost 30049 8140 38189
provision against investments
at 1 january 2002 2000 – 2000
charged in year 750 – 750
at 31 december 2002 – provision 2750 – 2750
net book amount
at 31 december 2002 27299 8140 35439
at 1 january 2002 28049 8346 36395
the provision against investments arises as a result of the directors’ review of the carrying value of the company’s investments in subsidiary undertakings in
light of the group goodwill impairment charge see note 12
2002 2001
15 stocks £m £m
group
raw materials and consumables – paper stocks 07 14
work in progress
– short term market research contracts 141 137
– other – 03
finished goods and goods for resale 18 16
166 170 53
united business media
annual report 2002
notes to the financial statements
as restated
group group company company
2002 2001 2002 2001
16 debtors £m £m £m £m
amounts falling due within one year
trade debtors 1072 1569 – –
other debtors 138 151 – 01
prepayments and accrued income 400 388 16 16
group relief receivable – – 1007 605
pension prepayments – defined contribution schemes 23 – – –
deferred tax note 23 – – – 02
1633 2108 1023 624
short term short term
investments liquid funds total investments liquid funds total
2002 2002 2002 2001 2001 2001
17 current asset investments £m £m £m £m £m £m
group
overseas
listed investments – 5948 5948 – 5928 5928
unlisted investments 15 – 15 24 – 24
15 5948 5963 24 5928 5952
the aggregate market value of short term liquid funds at 31 december 2002 was £5948m 2001 £5928m
group group company company
2002 2001 2002 2001
18 creditors amounts falling due within one year £m £m £m £m
unsecured bank overdrafts 02 02 – –
bank and other loans 158 394 59 295
trade creditors 388 515 – –
other creditors 550 857 – –
corporation tax 2774 2472 – –
other taxes and social security 213 84 – 01
accruals and deferred income 1835 2027 147 184
proposed dividends – group 139 41 139 41
6059 6392 345 521 54
united business media
annual report 2002
notes to the financial statements
group group company company
2002 2001 2002 2001
19 bank and other loans due after more than one year £m £m £m £m
other loans 3385 4248 3855 4248
us dollar private placement
us dollar fixed rate financial liabilities include a private placement of £776m which is repayable in september 2004 2001 £859m
us dollar senior unsecured loan notes
us dollar fixed rate financial liabilities include £2609m 2000 £3389m of senior unsecured loan notes stated net of £47m of repurchases made by a
wholly owned subsidiary of the company and issue costs the notes were issued in two tranches £1553m 725 per cent notes due july 2004 and £1553m
775 per cent notes due july 2009 stated at par value
the notes repurchased are held by a wholly owned subsidiary of the company and have not been cancelled accordingly these continue to be shown as
amounts due in the company balance sheet
borrowing facilities
in addition the group has a 5year standby £500m syndicated bank credit facility at 31 december 2002 there were no borrowings under this facility 2001
£nil m all conditions precedent to the committed borrowing facilities were met at 31 december 2002 and the facility incurs commitment fees of 02 per
cent per annum 2001 02 per cent per annum
group group company company
2002 2001 2002 2001
20 other creditors due after more than one year £m £m £m £m
amounts owed to group companies – – 23985 20660
other creditors 133 235 – –
133 235 23985 20660
group group company company
2002 2001 2002 2001
21 convertible debt £m £m £m £m
6125 subordinated convertible bonds due 2003 – 1640 – 1787
2375 senior convertible bonds due 2006 2450 2705 – –
2450 4345 – 1787
united business media jersey limited a wholly owned subsidiary of the company has in issue a 5 year 400m 2375 per cent fixed annual coupon payable
semiannually convertible bond the bonds are convertible into preference shares of united business media jersey ltd at any time up to the seventh
calendar day before the date fixed for redemption 19 december 2006 the preference shares will in turn be exchangeable immediately for ordinary shares
in the company
united business media jersey limited may redeem all of the 400m bonds at their principal amount together with accrued interest
a at any time after 19 december 2004 if the market price per ordinary share on each of the dealing days in any period of 30 days ending not earlier than
14 days prior to the giving of the notice of redemption has been at least 130 per cent of the exchange price on such dealing day or
b at any time if 85 per cent or more of the aggregate principal amount of the bonds originally issued shall have been previously purchased and cancelled
redeemed or converted
convertible bondholders may put the bond back to united business media jersey limited for par on 19 december 2004 
the 6125per cent convertible bond was repaid in january 2002 55
united business media
annual report 2002
notes to the financial statements
22 financial instruments
objectives policies and procedures
the group’s funding liquidity and exposure to currency and interest rate risk is managed by the group’s treasury department treasury operations are
conducted within a framework of policies and guidelines authorised by the board and are subject to internal control procedures the objective of the
framework is to provide flexibility whilst minimising risk and prohibiting speculative transactions or positions to be taken further detail on policies for
managing funding requirements investment of surplus funds and management of risks can be found with the financial review
afinancial liabilities
the interest rate risk profile of the group’s financial liabilities at 31 december was
fixed rate
financial fixed rate liabilities
floating fixed liabilities on liabilities weighted
rate rate which no weighted average period
financial financial interest is average for which rate
total liabilities liabilities paid interest rate is fixed
2002 2002 2002 2002 2002 2002
currency £m £m £m £m  years
sterling 1227 88 76 1063 50 20
us dollar 6399 2764 3071 564 34 35
euro currencies ––––––
other currencies 02 02 – – – –
total 7628 2854 3147 1627
fixed rate
financial fixed rate liabilities
floating fixed liabilities on liabilities weighted
rate rate which no weighted average period
financial financial interest is average for which rate
total liabilities liabilities paid interest rate is fixed
2001 2001 2001 2001 2001 2001
currency £m £m £m £m  years
sterling 2577 328 1829 420 61 02
us dollar 7492 1728 5604 160 50 40
euro currencies – – – – – –
other currencies – – – – – –
total 10069 2056 7433 580
2001 amounts have been restated to include the frs17 “retirement benefits” pension liability of £410m see note 30
the maturity profile of the carrying amount of the group’s financial liabilities at 31 december was
other
financial
debt liabilities total
maturity 2002 2002 2002
group £m £m £m
within one year or on demand 160 144 304
between one and two years 2254 214 2468
between two and five years 2450 182 2632
over five years 1131 1087 2218
total 5995 1627 7622
finance charges allocated to future periods
unamortised issue costs 81 – 81 56
united business media
annual report 2002
notes to the financial statements
22 financial instruments continued
afinancial liabilities continued
other
financial
debt liabilities total
maturity 2001 2001 2001
group £m £m £m
within one year or on demand 2033 09 2042
between one and two years – 78 78
between two and five years 5266 263 5529
over five years 1690 608 2298
total 8989 958 9947
finance charges allocated to future periods
unamortised issue costs 89 – 89
nonequity shares of £06m 2001 £122m have been excluded from the above tables as they have no fixed maturity date
in 2002 the effect of the group’s interest rate swaps was to classify as floating rate in the above table all £776m of 2004 fixed rate private placements
and £901m of the outstanding £1477m 2004 fixed rate us loan notes this debt has been swapped into 6 month us dollar libor plus an average of
25 per cent to the maturity date of the debt in addition the group had interest rate swaps to classify as floating rate in the above table of £1087m of
the outstanding £1131m 2009 us loan notes the loan notes have been swapped into 6 month dollar libor plus an average of 189 per cent to the
maturity date of the debt the counter parties have an option to cancel the swaps every six months first option on £466m is 1 july 2003 first option
on £621m is 1 jan 2004
other floating rate financial liabilities comprise of borrowings which bear interest at rates based on libor minus a margin for each relevant currency for
periods between one and six months and the company’s nonequity shares which pay a dividend equal to 75 per cent of 12 month sterling libor
the total financial liabilities include £133m of other creditors falling due after more than one year 2001 £170m the pensions deficit of £909m
2001 £410m with maturity of greater than five years £553m of vacant property provisions 2001 £378m with an average maturity of 37 years and
£06m of nonequity shareholding comprising of b shares outstanding 2001 £122m
sterling financial liabilities on which no interest is paid have a maturity of greater than five years 2001 between one and five years us dollar financial
liabilities on which no interest is paid have a weighted average period until maturity of 23 years 2001 33 years
bfinancial assets
the interest rate risk profile of the groups’ financial assets at 31 december was
cash at other non interest
bank and financial floating fixed bearing
total deposits assets rate rate total
2002 2002 2002 2002 2002 2002
currency £m £m £m £m £m £m
sterling 3972 590 3382 2005 500 1472
us dollar 4558 333 4225 3616 758 184
euro currencies 17 17 – 15 – 02
other currencies 37 27 10 22 – 15
total 8584 967 7617 5658 1258 1673
cash at other non interest
bank and financial floating fixed bearing
total deposits assets rate rate total
2001 2001 2001 2001 2001 2001
currency £m £m £m £m £m £m
sterling 5899 2884 3015 4590 – 1309
us dollar 4957 554 4403 4779 13 165
euro currencies 66 61 05 61 – 05
other currencies 46 31 15 31 – 15
total 10968 3530 7438 9461 13 1494 57
united business media
annual report 2002
notes to the financial statements
22 financial instruments continued
bfinancial assets continued
the group’s two us dollar senior unsecured loan notes carry interest rates that are significantly in excess of market rates as stated in the financial
review the group has redeemed 75m of these bonds early in order to reduce the group’s net interest exposure to achieve a higher level of redemption
without making a significant early redemption payment the group has entered into the following transactions that have a similar economic effect to
redeeming the bonds
in 2002 the group has purchased us205m of credit linked notes from a number of counterparties these notes having similar maturities to the us
dollar loan notes the notes pay interest at an average rate of libor plus 267 basis points per annum 120m of these variable flows have then been
swapped into fixed rate flows of between 686 per cent and 81 per cent per annum as a hedge against the 725 per cent and 775 per cent per annum
fixed coupon payments on the us dollar loan notes
in return for paying interest on the credit linked notes at rates in excess of libor the final redemption to be received by the company is determined by
certain circumstances related to the credit risk of the company these circumstances arise if there has been a “credit event” as defined in the terms of the
note in which case the counterparties may redeem the notes at less than par value a credit event arises in the event of any of the following
circumstances
•a bankruptcy of the company
• if the group is required by any of its lenders to accelerate repayment of borrowings 
• if the group fails to make payment under any of its borrowings 
• if the group restructures any of its borrowings in order to avoid default
• if any of its borrowings are repudiated disaffirmed or rejected or subject to any moratorium
if a credit event should take place the credit linked note may not necessarily be redeemed for cash the company may receive its own bonds or debt
obligations with a par value equivalent to the amount of the credit linked notes from the counterparties in settlement of redemption of the note
fixed rate financial assets fixed rate financial assets
weighted average weighted average
interest rate period for which rate is fixed
2002 2001 2002 2001
currency   years years
sterling 50 39 10 00
us dollar 74 21 41 03
the effect of the group’s swaps was to classify £50m of floating rate cash in the above tables as fixed rate at a rate of 50 per cent and £758m of
floating rate credit linked notes in the above tables to fixed rate at an average of 74 per cent
noninterest bearing financial assets comprise other fixed asset investments for which there is no maturity
cfair values of financial assets and financial liabilities
the following tables provide a comparison by category of the carrying amounts and the fair values of the group’s financial assets and financial liabilities
at 31 december 2002 and 31 december 2001 the fair value of us dollar private placements included in longterm borrowings was calculated by
discounting expected future cash flows at risk adjusted interest rates market values obtained from third parties have been used to determine the fair
value of interest rate swaps credit linked notes forward foreign exchange contracts the fixed rate convertible bonds and the us dollar senior loan the
fair value of cash at bank and deposits approximates to their book value due to their short maturity listed investments are valued at market value for all
other financial assets and liabilities the carrying amount has been used
book value fair value
2002 2002
£m £m
primary financial instruments held or issued to finance the group’s operations
financial liabilities
– shortterm borrowings up to two years 2414 2567
– longterm borrowings over two years 3581 3668
– other financial liabilities 1627 1812
financial assets
– cash at bank and deposits 967 967
– other financial assets 7617 7672
derivative financial instruments held to manage the interest rate profile
interest rate swaps
– assets 62 168
– liabilities –– 58
united business media
annual report 2002
notes to the financial statements
22 financial instruments continued
cfair values of financial assets and financial liabilities continued
book value fair value
2001 2001
£m £m
primary financial instruments held or issued to finance the group’s operations
financial liabilities
– shortterm borrowings up to two years 2035 2033
– longterm borrowings over two years 6954 6793
– other financial liabilities 958 1206
financial assets
– cash at bank and deposits 3530 3530
– other financial assets 7438 7446
derivative financial instruments held to manage the interest rate profile
interest rate swaps
– assets – 130
– liabilities – 89
d hedges
the group’s policy is to hedge interest rate risk using fixed rate borrowings and financial instruments such as interest rate swaps net foreign currency
transaction risks are hedged as they arise generally using forward foreign exchange contracts whilst foreign currency borrowings are used to provide an
economic hedge against investments in overseas territories the group’s policy for accounting for hedges can be found in the “group accounting
policies” section of this report
the tables below show the extent to which the group has unrecognised gains and losses in respect of financial instruments used as hedges at the
beginning and end of the year all the gains and losses on the hedging instruments are expected to be matched by losses and gains on the hedged
transactions or positions
unrecognised unrecognised total net gains
gains losses losses
£m £m £m
unrecognised gains and losses on hedges at 1 january 2002 130 89 41
arising in previous years included in 2002 income 118 89 29
gains and losses not included in 2002 income
arising before 1 january 2002 12 – 12
arising in 2002 94 – 94
gains and losses on hedges at 31 december 2002 106 – 106
of which
gains and losses expected to be included in 2003 income 106 – 106
gains and losses expected to be included in 2004 income or later – – –
unrecognised unrecognised total net gains
gains losses losses
£m £m £m
unrecognised gains and losses on hedges at 1 january 2001 148 09 139
arising in previous years included in 2001 income 21 80 101
gains and losses not included in 2001 income
arising before 1 january 2001 127 89 38
arising in 2001 03 – 03
gains and losses on hedges at 31 december 2001 130 89 41
of which
gains and losses expected to be included in 2002 income 119 89 30
gains and losses expected to be included in 2003 income or later 11 – 11 59
united business media
annual report 2002
notes to the financial statements
22 financial instruments continued
ecurrency exposures
as outlined in the financial review the group policy is to hedge where possible in all material respects exposures on monetary assets and liabilities
the table below shows the extent to which group companies have monetary assets and liabilities in currencies other than their functional currency
net foreign currency monetary assetsliabilities
us euro other
31 december 2002 sterling dollar currencies currencies total
functional currency of group operation £m £m £m £m £m
sterling – 01 13 01 13
us dollar 03 – 14 – 17
euro currencies 01 06 – – 05
other currencies –––––
total 02 07 27 01 35
net foreign currency monetary assetsliabilities
us euro other
31 december 2001 sterling dollar currencies currencies total
functional currency of group operation £m £m £m £m £m
sterling – 626 55 05 566
us dollar –– 12 – 12
euro currencies – 09 – – 09
other currencies – 53 – – 53
total – 670 43 05 622
former
financial
property services total
23 other provisions for liabilities and charges £m £m £m
group
at 1 january 2002 378 32 410
provided in the year 300 – 300
utilised in the year 125 – 125
at 31 december 2002 553 32 585
liabilities on property
the group has lease obligations in respect of the continuing costs of vacant property the quantification of which depends upon the ability to exit the leases
early or sublet the properties and for dilapidations on certain leasehold properties which are dependent principally on actual reinstatement costs on expiry
of the leases the provision in respect of these obligations at 31 december 2002 has been determined following external professional advice and will be
utilised over the period of the leases in question which range from 1 to 16 years
the increase in the provision during the year is a result of additional reorganisation and restructuring of the group during 2002 and the consequent
reduction in the group’s overall property requirements 60
united business media
annual report 2002
notes to the financial statements
23 other provisions for liabilities and charges continued
liabilities arising from former financial services activities
a subsidiary of the group was formerly engaged in the selling of personal pensions prior to 1996 as a result of the industrywide review into pension
misselling by the personal investment authority the group is exposed to actual and potential future claims by investors in respect of policies found to have
been missold although work is now progressing with respect to the identification and review of all pension policies sold the number and amount of such
claims can not be finally determined until all potential compensation costs have been agreed the amount of the provisions at 31 december 2002 has been
determined on the basis of independent financial advice
deferred tax £m
company
at 1 january 2002 02
provided in period 02
at 31 december 2002 –
the amount of provided and unprovided deferred tax liabilityasset is as follows
2002 2002 2001 2001
provided unprovided provided unprovided
£m £m £m £m
group
accelerated capital allowances – 71 – 73
other timing differences – 850 – 950
– 921 – 1023
company
other timing differences – 63 02 471
these deferred tax assets have not been recognised having given consideration to the likelihood of recovery of the balance
the above tables do not include any tax on the distribution of retained profits and reserves by overseas subsidiaries or joint ventures or associated
undertakings as there is currently no intention to remit such amounts to the uk 61
united business media
annual report 2002
notes to the financial statements
2002 2001
24 called up share capital £m £m
authorised
486851630 2001 486851630 ordinary shares of 25 pence each 1217 1217
375417690 2001 375417690 b shares of 8 and 2344 pence each 320 320
132484195 2001 132484195 deferred shares of 8 and 2344 pence each 113 113
1650 1650
ordinary deferred
shares b shares shares
number number number
allotted and fully paid
in issue at 1 january 2002 335005854 10480642 132484195
allotted in respect of share option schemes and other entitlements 607381 – –
b shares purchased by the company – 2934255 –
cancellation of deferred shares –– 132484195
convertible bonds exercised 2118 – –
in issue at 31 december 2002 335615353 7546387 –
ordinary deferred
shares b shares shares total
£m £m £m £m
allotted and fully paid
in issue at 1 january 2002 837 09 113 959
allotted in respect of share option schemes and other entitlements 02 – – 02
b shares purchased by the company – 03 – 03
cancellation of deferred shares –– 113 113
convertible bonds exercised ––––
in issue at 31 december 2002 839 06 – 845
the return of capital to shareholders undertaken in 2001 took the form of a subdivision and consolidation of the existing united ordinary shares on
23 april 2001 each of the existing 507901885 ordinary shares of 25 pence then in issue were subdivided into one share of 8 2344 pence b shares and
one share of 16 2144 pence and immediately following such subdivision every issued share of 16 2144 pence was subdivided into 29 shares of 2544p
every 44 shares of 2544 pence each resulting from such subdivision were then consolidated into one ordinary share of 25p the subdivision created a class
of b shares with a total value of approximately £125 billion uk shareholders had the option to sell these shares for 245 pence per share to receive a single
dividend of 245 pence per share or to retain the b shares and receive a continuing dividend linked to libor during the year ended 31 december 2002
2934255 b shares were purchased by the company for consideration of £71m cumulatively to 31 december 2002 367871303 b shares have been
purchased by the company for consideration of £9013m at 31 december 2002 7546387 b shares remain in issue
the b shares are irredeemable however the company has the authority to convert at its option all remaining b shares in issue after 23 april 2011 if the
number is less than 125m the conversion into ordinary shares will be based on the market price of ordinary shares at the time of the conversion
b shares
b shareholders are entitled to a noncumulative preference dividend based on the principal of 245 pence per share the dividend is the lower of 25 per cent
per annum or 75 per cent of the 12 month libor rate on winding up the b shareholders are entitled to 245 pence per share and the relevant proportion
of the dividends outstanding b shareholders do not have any voting entitlements except in a resolution relating to a winding up of the company or if the
b share dividend has been outstanding for more than six months b shares are therefore regarded as nonequity shares
deferred shares
deferred shareholders may receive a dividend only after b share dividends and an ordinary dividend of a minimum of £500 per share has been paid
on winding up the deferred shareholders are entitled to receive repayment up to the nominal value if there are sufficient funds available after paying the
b shareholders 245 pence and any proportion of the preference dividend owing to them and paying ordinary shareholders £100000 per share deferred
shareholders do not have voting entitlements deferred shares are therefore regarded as nonequity shares
in accordance with a resolution passed at the annual general meeting held on 2 may 2002 the outstanding 132484195 deferred shares were purchased
by the company for an aggregate price of one penny and were cancelled under the provisions of the companies act 1985 62
united business media
annual report 2002
notes to the financial statements
share capital profit and
premium merger redemption other loss
account reserve reserve reserves account total
25 share premium account and reserves £m £m £m £m £m £m
group
at 1 january 2002 as previously reported 3058 313 312 1250 227 5160
prior year adjustment – frs17 see below – – – – 489 489
at 1 january 2002 as restated 3058 313 312 1250 262 4671
retained loss for the year – – – – 2632 2632
actuarial loss on pension scheme – – – – 506 506
premium on shares issued net of costs 27 – – – – 27
return of capital to shareholders – – 03 – 74 71
cancellation of deferred shares – – 113 – – 113
currency translation – – – – 334 334
at 31 december 2002 3085 313 428 1250 3808 1268
 return of capital to shareholders includes costs of £02m 2001 £72m
prior year adjustment
the prior year adjustment relates to the implementation of frs 17 “retirement benefits” the adoption of frs 17 has resulted in no material change to
pension costs overall however £15m previously included within the pension charge against operating profits in 2001 has been reclassified as finance costs
analysis of prior year adjustment £m
adjustment to opening reserves at 1 january 2001 39
adjustment to profit and loss for the year ended 31 december 2001 40
adjustment to amounts recognised in statement of total recognised gains and losses for the year ended 31 december 2001 490
489
the total group reserves at 31 december 2002 include £42m 2001 £38m in respect of joint ventures and £289m 2001 £289m in respect of
associated undertakings of which £136m 2001 £149m has been dealt with in the profit and loss account and £111m 2001 £102m of
exchange has been dealt with in reserves in line with ssap 20
share capital profit and
premium redemption other loss
account reserve reserves account total
£m £m £m £m £m
company
at 1 january 2002 3058 312 833 4641 8844
retained loss for the year –– – 1481 1481
premium on shares issued 27––– 27
cancellation of deferred shares – 113 – – 113
return of capital to shareholders – 03 – 74 71
at 31 december 2002 3085 428 833 3086 7432
nondistributable 3085 428 833 – 4346
distributable –– – 3086 3086
 return of capital to shareholders includes costs of £02m 2001 £72m
the company received £29m 2001 £56m on the issue of shares in respect of the exercise of options awarded under various share option plans of which
£29m 2001 £49m is payable by employees to the group for the issue of these shares
the net amount of foreign currency losses on foreign exchange borrowings less deposits offset in the reserves of the group was a gain of £240m 2001
loss of £113m and in the company was £nil 2001 £nil respectively 63
united business media
annual report 2002
notes to the financial statements
26 commitments and contingent liabilities
at 31 december the group is committed to make payments during the following year under noncancellable operating leases as follows
land and land and
buildings buildings other other
2002 2001 2002 2001
group £m £m £m £m
operating leases which expire
within one year 15 17 19 02
two to five years 63 74 04 06
after five years 232 201 – 01
310 292 23 09
at 31 december the company is committed to make payments during the following year under noncancellable operating leases as follows
land and land and
buildings buildings other other
2002 2001 2002 2001
company £m £m £m £m
operating leases which expire
after five years 49 49 – –
capital expenditure contracted for but not provided in the financial statements amounts to £02m 2001 £05m
the company acts as guarantor over a net overdraft facility of £70m and a foreign exchange line of £50m that are available to subsidiary undertakings the
company also acts as guarantor over the fixed interest payable on interest rate swaps taken out by a subsidiary undertaking the company also acts as
guarantor over the convertible bonds disclosed in note 22
on 26 june 2001 allisonfisher international inc a us market research company specialising in the automotive industry was acquired for an initial
consideration of 450m the consideration payable is subject to an earn out arrangement if certain profit targets over the period from acquisition until 30
june 2004 are met maximum consideration of up to an additional 330m may be payable
as restated
total total
2002 2001
27 reconciliation of operating loss to cash inflow from operating activities £m £m
operating loss 2152 5200
depreciation charges 232 233
amortisation of intangible assets – group 2479 5063
share of results of joint ventures 16 03
share of results of associates – 16
income from fixed asset investments 104 43
other finance expenses 21 15
loss on sale of tangible fixed assets 04 10
payments against provisions 149 38
increasedecrease in stocks 07 56
decrease in debtors 443 688
decrease in creditors 273 745
payments against restructuring and other exceptional costs 202 190
other noncash items including movements on provisions 321 309
cash inflow from operating activities 555 147
the effect of exceptional items on cash inflow from operating activities was an outflow of £300m 2001 £309m 64
united business media
annual report 2002
notes to the financial statements
at other at
1 january cash noncash exchange 31 december
2002 flow movements movements 2002
28 analysis of movement in net cashdebt £m £m £m £m £m
cash at bank and in hand 3530 967
overdrafts 02 02
3528 965
less deposits treated as liquid resources 3430 754
98 130 – 17 211
debt due after one year 8593 2118 62 702 5835
debt due within one year 394 236 – – 158
8889 2484 62 685 5782
deposits included in cash 3430 2644 – 32 754
current asset investments 5952 424 – 413 5963
total 493 264 62 240 935
2002 2001
29 particulars of employees number number
the average number of persons employed in the group including directors during the year was as follows
location
united kingdom 2388 2936
north america 3376 4196
europe and middle east 89 104
pacific 309 330
6162 7566
category
cmp media 1772 2472
cmp asia 322 328
cmp information 807 1160
united advertising publications 724 803
professional media 3625 4763
news distribution 889 1055
market research 1648 1748
6162 7566
2002 2001
£m £m
staff costs including directors’ emoluments were
wages and salaries 2545 2933
social security costs 326 326
other pension costs 134 137
3005 3396
during 2001 the group also incurred exceptional payments relating to redundancy of £234m 65
united business media
annual report 2002
notes to the financial statements
2002 2001
29 particulars of employees £m £m
directors’ emoluments
fees 04 04
remuneration and benefits in kind 16 15
compensation for loss of office 01 –
bonuses 03 01
contributions to defined contribution pension schemes 01 02
25 22
details of executive and nonexecutive directors’ emoluments and their interest in shares and options of the company are shown within the directors’
remuneration report in the sections “remuneration policy pension entitlement” “table of individual directors’ remuneration” “directors’ interests” and
“directors’ interests in options over united shares”
30 pensions
the group has adopted frs17 “retirement benefits” in these financial statements
the group operates a number of defined benefit pension schemes in the uk and overseas the most recent actuarial valuations were carried out at various
dates between 5 april 2000 and 5 april 2002 and updated to 31 december 2002 by independent qualified actuaries using the projected unit method
the financial assumptions used to calculate the present value of scheme liabilities under frs17 are
uk schemes us schemes
2002 2001 2000 2002 2001 2000
   
discount rate 560 600 600 675 725 725
inflation assumption 250 275 250 250 na na
rate of increase in salaries 400 475 450 400 600 600
rate of increase in pensions in payment on post april 1997 pension 250 275 250 na na na
the assets in the scheme and expected return on assets were
expected return expected return expected return
2002 on assets 2001 on assets 2000 on assets
uk scheme £m  £m  £m 
equities 1514 60 1820 65 2020 70
bonds 1311 47 1430 55 1630 55
cash 25 40 20 40 10 40
total 2850 3270 3660
expected return expected return expected return
2002 on assets 2001 on assets 2000 on assets
us scheme £m  £m  £m 
equities 850 80 1100 80 1400 80
bonds 580 68 700 70 900 70
cash – na – na – na
total 143 180 230 66
united business media
annual report 2002
notes to the financial statements
30 pensions continued
the following amounts at 31 december 2002 were measured in accordance with the requirements of frs 17
uk schemes us schemes
2002 2001 2000 2002 2001 2000
£m £m £m £m £m £m
total market value of assets 2850 3270 3660 143 180 230
present value of scheme liabilities 3656 3590 3120 246 270 300
surplusdeficit in the scheme 806 320 540 103 90 70
irrecoverable surplus – – 460 – ––
recoverable surplusdeficit 806 320 80 103 90 70
related deferred tax liabilityasset – –– – ––
net pension assetliability 806 320 80 103 90 70
 the related deferred tax asset liability has not been recognised having given consideration to the likelihood of recovery of the balance
uk schemes us schemes
2002 2001 2002 2001
analysis of amount charged to operating loss in respect of defined benefit schemes £m £m £m £m
current service cost 20 26 38 44
past service cost gross 02 06 06 –
22 32 32 44
curtailmentssettlements gross 07 12 – 37
total operating charge 15 20 32 07
curtailment credits in 2001 have been included within exceptional items as they originate from the significant restructuring activity that occurred during
that year
uk schemes us schemes
2002 2001 2002 2001
movement in deficitsurplus during the year £m £m £m £m
deficitsurplus in the scheme at beginning of the year 320 540 90 70
movement in year
current service cost 20 26 38 44
contributions 31 44 37 72
past service costs 02 06 06 –
settlementcurtailments 07 12 – 37
other finance expense 18 10 03 05
actuarial loss 484 874 22 76
effect of currency translation – – 07 04
deficit in scheme at end of year 806 320 103 90 67
united business media
annual report 2002
notes to the financial statements
30 pensions continued
uk schemes us schemes
2002 2001 2002 2001
analysis of amount credited to other finance expense £m £m £m £m
expected return on pension scheme assets 194 180 13 16
interest on pension scheme liabilities 212 190 16 21
net return 18 10 03 05
uk schemes us schemes
2002 2001 2002 2001
analysis of amount recognised in statement of total recognised gains and losses strgl £m £m £m £m
actual return less expected return on pension scheme assets 484 464 26 28
experience gains and losses arising on the scheme liabilities 98 – – 48
changes in assumptions underlying the present value of the scheme liabilities 98 410 04 –
impact of irrecoverable surplus – 460 – –
actuarial loss recognised in the strgl 484 414 22 76
uk schemes us schemes
2002 2001 2002 2001
history of experience gains and losses £m £m £m £m
difference between the expected and actual return on scheme assets
amount 484 464 26 28
percentage of scheme assets at period end 17 14 18 16
experience gains and losses of scheme liabilities
amount 98 – – 48
percentage of the present value of the scheme liabilities at period end 3 – – 18
total amount recognised in statement of total recognised gains and losses
amount 484 414 22 76
percentage of the present value of the scheme liabilities at period end 13 12 9 28
the uk schemes are closed to new members hence under the projected unit method the current service cost expressed as a percentage of salary will
increase as the members of the scheme approach retirement
the group is making additional contributions to eliminate mfr deficits in the uk contributions are expected to be £109m in 2003 made up of £54m for
uk plans and £55m for us plans
the pension cost for the defined contribution schemes for the year ended 31 december 2002 is as follows
2002 2001
defined contribution schemes £m £m
– uk 20 20
– us 32 44
total for the year 52 64
31 related party transactions
the group entered into the following transactions with related parties during the year
balances balances
owed owed
bydue to bydue to
the group at value of the group at value of
31 december transactions 31 december transactions
2002 2002 2001 2001
transactions with related parties nature of transactions £m £m £m £m
channel 5 television group limited loans and interest receivable 1935 89 1792 74
sdn limited loans and interest receivable 132 03 123 03 68
united business media
annual report 2002
notes to the financial statements
32 share options
at 31 december 2002 options granted over the company’s ordinary shares of 25 pence under employee share option schemes were outstanding as detailed
below at 31 december 2002 the market price of the company’s ordinary shares was 290p
number of exercise exercise dates
date of grant shares price p from to
united uk executive schemes
13041993 10280 5301 13041996 13042003
24091996 4300 6925 24091999 24092006
26031997 27300 7545 26032000 26032007
25091997 7894 7600 25092000 25092007
14121998 111530 5110 14122001 14122008
16091999 9880 6070 16092002 16092009
03032000 175936 8672 03032003 03032010
08052001 148529 7248 08052004 08052011
08082001 10072 5957 08082004 08082011
08032002 156780 5740 08032005 08032012
united international executive schemes
27041994 15000 6078 27041997 27042004
04041995 10000 4825 04041998 04042005
19041996 35000 6585 19041999 19042006
05061996 86288 7025 05061999 05062006
16091996 222707 6860 16091999 16092006
24091996 250700 6695 24091999 24092006
26031997 109600 7315 26032000 26032007
25091997 67106 7420 25092000 25092007
14121998 1206840 5110 14122001 14122008
16091999 29120 6070 16092002 16092009
03032000 1040360 8672 03032003 03032010
09052000 55465 7530 09052003 09052010
18122000 3004100 8430 18122003 18122010
18122000 1061000 8430 18122004 18122010
08052001 2391471 7248 08052004 08052011
08052001 1241000 7248 08052004 08052011
08082001 103928 5957 08082004 08082011
08082001 104000 5957 08082005 08082011
19122001 1240000 5290 19122004 19122011
19122001 1240000 5290 19122005 19122011
08032002 2383220 5740 08032005 08032012
22082002 1827500 2772 22082005 22082012
22082002 1827500 2772 22082006 22082012
mai 1991 executive scheme
20041993 35840 2891 20041996 20042003
28101993 105600 3633 28101996 28102003
13101994 137600 3742 13101997 13102004
18101995 54400 4906 18101998 18102005 69
united business media
annual report 2002
notes to the financial statements
32 share options continued
number of exercise exercise dates
date of grant shares price p from to
united saye schemes
01111996 15885 5326 01022000 01082004
31101997 18235 6327 01022001 01082005
15121998 88919 5148 01022002 01082006
17091999 135020 4970 01122002 01062007
20042001 355258 4883 01122004 01122008
15042002 221109 4806 01062005 01122009
united international sharesave plan 
15011998 7260 6327 01022001 01082003
04011999 20257 5148 01022002 01082004
30091999 66250 4970 01122002 01062005
20042001 194445 4883 01122004 01122006
26042002 200119 4806 01062005 01122007
mai sharesave scheme
20101995 16672 4000 01122000 01062003
the option price is quoted in each country in the local currency and has been translated at the exchange rate on the date of grant
united united mai mai united
executive saye executive saye international
schemes schemes schemes schemes schemes
the movement in shares under option during the year was as follows
shares under option at 1 january 2002 15117558 1104348 563840 26791 550493
granted during the year 6240000 262129 – – 214729
exercised during the year 152640 90632 102400 2471 –
expired cancelled or lapsed 990512 441419 128000 7648 276891
balance at 31 december 2002 20214406 834426 333440 16672 488331
including the blenheim scheme 70
united business media
annual report 2002
five year financial summary
2002 2001† 2000 1999 1998
£m £m £m £m £m
profit and loss account
turnover 7934 9325 19750 21713 19115
profit after interest 729 959 1957 2521 3106
amortisation of intangible assets 1359 1376 1866 2444 1670
lossprofit before tax 2212 5372 20932 423 3455
earningsloss per share
before amortisation of intangible assets and exceptional items 165 179p 274p 369p 372p
basic 716 1463p 3657p 212p 563p
ordinary dividends 70p 120p 222p 222p 229p
 restated to exclude garban
 before amortisation of intangible assets and exceptional items
† restated for the implementation of frs 17 “retirement benefits”
financial calendar
record date for 2002 final dividend 14 march 2003
annual general meeting 15 may 2003
final dividend payment date 29 may 2003
announcement of interim results 29 july 2003
interim dividend payment date october 2003 71
united business media
annual report 2002
principal group subsidiaries
the directors consider that to give full particulars of all subsidiary undertakings would lead to a statement of excessive length the following information relates to
those subsidiary undertakings whose results or financial position in the opinion of the directors principally affect the figures of the group
country of percentage interest
incorporation and voting rights at
and operation 31 december 2002
professional media
cmp asia ltd hong kong 100
cmp europe ltd great britain 100
cmp information ltd great britain 100
cmp media llc usa 100
expoconsult bv netherlands 100
united advertising publications plc great britain 100
united entertainment media inc usa 100
news distribution
pr newswire association inc usa 100
pr newswire europe ltd great britain 100
market research
allisonfisher international llc usa 100
market measurescozint lp usa 100
mediamark research inc usa 100
nop research group ltd great britain 100
nop world strategic marketing lp usa 100
roperasw llc usa 100
head office
united business media finance inc usa 100
united business media group ltd great britain 100
united business media jersey ltd great britain 100
united finance ltd jersey 100
all companies stated as being incorporated in great britain are registered in england and wales none of the above subsidiaries are held directly by the company
with the exception of united business media jersey ltd
a full list of group subsidiaries will be appended to the next annual return 72
united business media
annual report 2002
registered office and registered number
ludgate house
245 blackfriars road
london
se1 9uy
registered number 152298
registrars
all enquiries regarding shareholder administration including dividends lost share certificates or changes of address should be communicated in writing
quoting united business media’s company reference number 0239 to the following address
lloyds tsb registrars
the causeway
worthing
west sussex
bn99 6da
tel 0870 600 3970
shareholders can also view their shareholdings online by registering at wwwshareviewcouk
investor relations and general enquiries
for all investor relations and general enquiries about the company please contact our group communications department at the registered office as shown
above or telephone 020 7921 5000
requests for further copies of our annual report and accounts can be made via our website wwwunitedbusinessmediacom  or by telephoning the company
secretary’s office on the number given above
capital gains tax
the market value of united business media plc’s shares on 31 march 1982 was 165 pence the adjusted market value for shares acquired prior to
31 march 1982 which participated in the rights issues of november 1983 and june 1993 is 2325 pence the market quotations of the company’s ordinary
shares and icap plc previously garban plc ordinary shares for 17 november 1998 being the first day of dealing following icap’s demerger from the
company were as follows
united business media plc ordinary shares of 25 pence – 638 pence
icap plc ordinary shares of 50 pence – 217 pence
the market values of united business media plc’s ordinary shares of 25 pence and b shares on 23 april 2001 following the capital reorganisation were as
follows
ordinary shares of 25 pence – 693 pence
b shares – 245 pence
american depositary receipts adrs
the company’s ordinary shares are traded in the usa on the nasdaq in the form of adrs adrs are issued by the bank of new york which acts as the
depositary voting rights as a shareholder are exercised through the depositary the nasdaq symbol for united business media’s adrs is unewy
shareholder profile as at 31 december 2002
holdings no of holders percentage of holders no of shares percentage of issued capital
1 – 1000 10154 7019 3755902 112
1001 – 5000 3139 2170 6333757 189
5001 – 50000 695 480 11367313 339
50001 – 1000000 425 294 96367278 2871
over 1000000 54 037 217791103 6489
14467 10000 335615353 10000
shareholder information designed and produced by magee
printed by ctd capita wwwunitedbusinessmediacom
3 com
aaliahslea – international
fairs committee
aarp
abbot
abernathy macgregor group
acexpiel
adm
adz media
aecspanish components ass
aegean exporters’ unions
agilent tech
alfred e tiefenbacher
allianz life
alliedburgess
alpa spaazienda lavorazione
prodotti austiliari spa
american home products
anetis pharmaceuticals
antisoma
aol europe
apiccaps
arriva
arrow electronics
asda stores
asia global crossing
assintecal – associacao
brasileira de ind comp couro e
calcados
association parfums
cosmetiques codel
astra zeneca
at  t
atlantica
avanti
avaya comm
aventis
avnet
axa insurance
b  h photo
bankside consultants
barking  district council
bartlett scott edgar
basf south east asia pte
baum arensmeier  talent bat
bayer
bea systems
beecham peplow noakes
beghin – meijibeghin – say
bell pottinger financial
birmingham chamber of
commerce  industry
blanc  otus
bms inc
boehringer
boeing
bolton williams
boyne publicity
brazilian institute of gems and
precious metals ibgm
brilliant media
brimard on system
bristol myers squibb
british airways
british leather confederation
british telecom
broadgate consultants
brocade communications
brunswick group
btc
budget insurance
bursonmarsteller
cable  wireless hkt ims
cadbury schweppes
cadence design systems
callaway golf
cannon – l2 division
canon broadcast
canon marketing hong kong
cap gemini ernst  young
cape clear software
capital radio
car craft
car land
cardew  co
carnation
carnival corp
carshop
carvin manufacturing
celestial asia securities
holdings
centrica
cfme actim
chandler chicco
china chamber of commerce of
medicines  health products
china foreign trade guangzhou
exhibition corp
china great wall international
exhibition
china leather industry ass – clia
chiron
chlopak leonard schecter
christie  co
chrysler
cicb – centro das industrias de
curtumes do brasil
cisco
citigate dewe rogerson
cnh global
cnw toronto
cohn  wolfe
company formations
compaq
computer associates
concorde london
condenast publications
cornerpark garage
cpr worldwide
crookes
ddd
daimlerchrysler
danisco – cultor
danish export group ass
dell computer
delphi automotive systems
department of export
promotion thailand
department of health
diagnostic research
dial 4 a loan
digitalwork
direct cars
direct line
divine
dowling kerr
ducati motor holding spa
durma messe stuttgart
international gmbh
e m  f
ebookerscom
edelman worldwide el paso corp
eli lilly
emap petersen
engines directrimacroft
epson hong kong
eurocar
export vlaanderen
fa humberstone
feinstein kean healthcare
financial dynamics
finnish foreign trade
firefly communications
fishburn hedges
fleishman hillard
footwear industries of america
ford motor company
forest laboratories
frb weber shandwick
french leather federation –
ff tm
freshfields bruckhaus deringer
fujitsu
glaxosmithkline
gardiner caldwell comms
gavin anderson  company
gci group – hold invoices
general motors
german swedish
ghs strings
gibson musical instruments
gkn plc
gm communications
golinharris ludgate
gruner  jahr
hachette magazines
halifax
hamburg messe und congress
harman pro
harrison communications
hcc de facto group
hearst magazine
henkel kgaa
henley group international
intenational
hewlett packard
hill  knowlton
hills pet food
hoffman la roche
holland marine equipment
honda
hong kong trade development
council
hot and cold
hudson sandler
ibm
icex – spanish trade commission
ikea
impco technologies
imperials
inchcape
india trade promotion
organisation itpo
infineon tech
ingletonbeer associates
ingram micro
intel
intentia international ab
interpublic group of agencies
irish dairy boardkerrygold
israel export institute
italian trade commission
itkibistanbul leather  leather
products exporters ass
jaguar
janssen pharmaceutical
japan luggage association
japanese marine equipment ass
jlia – japan leather  leather
goods industries association
job opportunities
joele frank wilkinson brimmer
katcher
johnson  johnson
jvc prof prod company
karlshamns
kekst and company
ketchum pr
korea federation of handicrafts
cooperatives
korea federation of precious
metals manufacturers co
operatives kfopmc
korea international trade ass
korea trade center hong kong
korg usa
kpnqwest
land rover
leather industries of america
logica
lombard loans
london buses
l’oreal
lundbeck
mackie designs inc
maitland consultancy
makovsky  company
man sang jewellery
manning gotlieb omd
manning selvage  lee
mastercard
mcdata corp
mci intern
mco gmbh
mebmethods
medi uk
mediacom
mentor graphics
merck
meredith corporation
merial
messe dusseldorf international
gmbh
met life
michael k howard
michael james autos
microsoft
microsoft public relations
mobeon
montsanto
mori
motornation
motorola
motorpoint
msd
msf
napp
nec technologies
network associates
new zealand tanners ass
newmont mining corp
news aktuell gmbh
nissan
noonanrusso communications
norton finance
novartis pharmaceuticals
novell
novo nordisk
ocean finance
ogilvy pr worldwide
oracle
oracle corporationpublic
relations
orafti
pab studios
pacific loan
page autos direct
pakistan tanners ass
palm inc
panasonic broadcast  tv
paramount co formation
parrys
pfizer
pharmacia
porter novelli
primedia consumer magazine
privilege
pseg
q marketing
qiagen nv
quantum corp
quintiles transnational corp
qwest cyber solution
rational software
redwoods
reg 4 vehicles
reistrations
roche
roland
rollsroyce
royal bank of scotland
royal mail
rsa security
rta
ruder finn
rudolf wild
samson technology corp
samsung electron
sanofi
schering
screwfix
sea containers services
sepic french footwear ass
serco group plc
shenzhen foreign economy 
trade service centre
shing hing pearls company
shire hall international
shire pharmaceuticals group
siemens corp
silent night holdings
sinopharm
sitrick and company
skynet
sony
spectra
sprint
ssb citi asset management
st microelectronics
stantoncrenshaw
sterling direct
stora enso
sulzer medica management ag
sun microsystems
surridge dawson
sweden china trade council
shanghai liaison office
sybase
symantec delrina
taiwan bags association
taiwan footwear manufacturers
association
taiwan jewlry industry ass
takeda pharmacia
tascamteac america inc
tavistock communications
tech data
telekom austria ag
texas instruments
tfl
the association of norwegian
maritime exporters
the cocacola company
the great trade company
the walt disney co
thomson financial
ticketmaster
time warner
tmp worldwide
toshiba america
townsend agency
triad
tyco international
ubs painewebber
uja
unic – italian tanners industry
association
iunfit windows
unipro
united international pictures
universal music uk
universal salvage
university of essex
verisign
veritas software
viewsonic
visa
visteon – public relations
vollmer public relations
vol vo
w h smith
waggener edstorm gmbh
waltham
weber shandwick square mile
webershandwick worldwide
wyeth
wyteth pharmaceuticals
xw satellite radio inc
yamaha corp of america
yamanouchi
informationforbusiness
3 com
aaliahslea – international
fairs committee
aarp
abbot
abernathy macgregor group
acexpiel
adm
adz media
aecspanish components ass
aegean exporters’ unions
agilent tech
alfred e tiefenbacher
allianz life
alliedburgess
alpa spaazienda lavorazione
prodotti austiliari spa
american home products
anetis pharmaceuticals
antisoma
aol europe
apiccaps
arriva
arrow electronics
asda stores
asia global crossing
assintecal – associacao
brasileira de ind comp couro e
calcados
association parfums
cosmetiques codel
astra zeneca
at  t
atlantica
avanti
ava y a comm
aventis
avnet
axa insurance
b  h photo
bankside consultants
barking  district council
bartlett scott edgar
basf south east asia pte
baum arensmeier  talent bat
bayer
bea systems
beecham peplow noakes
beghin – meijibeghin – say
bell pottinger financial
birmingham chamber of
commerce  industry
blanc  otus
bms inc
boehringer
boeing
bolton williams
boyne publicity
brazilian institute of gems and
precious metals ibgm
brilliant media
brimard on system
bristol myers squibb
british airways
british leather confederation
british telecom
broadgate consultants
brocade communications
brunswick group
btc
budget insurance
bursonmarsteller
cable  wireless hkt ims
cadbury schweppes
cadence design systems
callaway golf
cannon – l2 division
canon broadcast
canon marketing hong kong
cap gemini ernst  young
cape clear software
capital radio
car craft
car land
cardew  co
carnation
carnival corp
carshop
carvin manufacturing
celestial asia securities
holdings
centrica
cfme actim
chandler chicco
china chamber of commerce of
medicines  health products
china foreign trade guangzhou
exhibition corp
china great wall international
exhibition
china leather industry ass – clia
chiron
chlopak leonard schecter
christie  co
chrysler
cicb – centro das industrias de
curtumes do brasil
cisco
citigate dewe rogerson
cnh global
cnw toronto
cohn  wolfe
company formations
compaq
computer associates
concorde london
condenast publications
cornerpark garage
cpr worldwide
crookes
ddd
daimlerchrysler
danisco – cultor
danish export group ass
dell computer
delphi automotive systems
department of export
promotion thailand
department of health
diagnostic research
dial 4 a loan
digitalwork
direct cars
direct line
divine
dowling kerr
ducati motor holding spa
durma messe stuttgart
international gmbh
e m  f
ebookerscom
edelman worldwide el paso corp
eli lilly
emap petersen
engines directrimacroft
epson hong kong
eurocar
export vlaanderen
fa humberstone
feinstein kean healthcare
financial dynamics
finnish foreign trade
firefly communications
fishburn hedges
fleishman hillard
footwear industries of america
ford motor company
forest laboratories
frb weber shandwick
french leather federation –
ff tm
freshfields bruckhaus deringer
fujitsu
glaxosmithkline
gardiner caldwell comms
gavin anderson  company
gci group – hold invoices
general motors
german swedish
ghs strings
gibson musical instruments
gkn plc
gm communications
golinharris ludgate
gruner  jahr
hachette magazines
halifax
hamburg messe und congress
harman pro
harrison communications
hcc de facto group
hearst magazine
henkel kgaa
henley group international
intenational
hewlett packard
hill  knowlton
hills pet food
hoffman la roche
holland marine equipment
honda
hong kong trade development
council
hot and cold
hudson sandler
ibm
icex – spanish trade commission
ikea
impco technologies
imperials
inchcape
india trade promotion
organisation itpo
infineon tech
ingletonbeer associates
ingram micro
intel
intentia international ab
interpublic group of agencies
irish dairy boardkerrygold
israel export institute
italian trade commission
itkibistanbul leather  leather
products exporters ass
jaguar
janssen pharmaceutical
japan luggage association
japanese marine equipment ass
jlia – japan leather  leather
goods industries association
job opportunities
joele frank wilkinson brimmer
katcher
johnson  johnson
jvc prof prod company
karlshamns
kekst and company
ketchum pr
korea federation of handicrafts
cooperatives
korea federation of precious
metals manufacturers co
operatives kfopmc
korea international trade ass
korea trade center hong kong
korg usa
kpnqwest
land rover
leather industries of america
logica
lombard loans
london buses
l’oreal
lundbeck
mackie designs inc
maitland consultancy
makovsky  company
man sang jewellery
manning gotlieb omd
manning selvage  lee
mastercard
mcdata corp
mci intern
mco gmbh
mebmethods
medi uk
mediacom
mentor graphics
merck
meredith corporation
merial
messe dusseldorf international
gmbh
met life
michael k howard
michael james autos
microsoft
microsoft public relations
mobeon
montsanto
mori
motornation
motorola
motorpoint
msd
msf
napp
nec technologies
network associates
new zealand tanners ass
newmont mining corp
news aktuell gmbh
nissan
noonanrusso communications
norton finance
novartis pharmaceuticals
novell
novo nordisk
ocean finance
ogilvy pr worldwide
oracle
oracle corporationpublic
relations
orafti
pab studios
pacific loan
page autos direct
pakistan tanners ass
palm inc
panasonic broadcast  tv
paramount co formation
parrys
pfizer
pharmacia
porter novelli
primedia consumer magazine
privilege
pseg
q marketing
qiagen nv
quantum corp
quintiles transnational corp
qwest cyber solution
rational software
redwoods
reg 4 vehicles
reistrations
roche
roland
rollsroyce
royal bank of scotland
royal mail
rsa security
rta
ruder finn
rudolf wild
samson technology corp
samsung electron
sanofi
schering
screwfix
sea containers services
sepic french footwear ass
serco group plc
shenzhen foreign economy 
trade service centre
shing hing pearls company
shire hall international
shire pharmaceuticals group
siemens corp
silent night holdings
sinopharm
sitrick and company
skynet
sony
spectra
sprint
ssb citi asset management
st microelectronics
stantoncrenshaw
sterling direct
stora enso
sulzer medica management ag
sun microsystems
surridge dawson
sweden china trade council
shanghai liaison office
sybase
symantec delrina
taiwan bags association
taiwan footwear manufacturers
association
taiwan jewlry industry ass
takeda pharmacia
tascamteac america inc
tavistock communications
tech data
telekom austria ag
texas instruments
tfl
the association of norwegian
maritime exporters
the cocacola company
the great trade company
the walt disney co
thomson financial
ticketmaster
time warner
tmp worldwide
toshiba america
townsend agency
triad
tyco international
ubs painewebber
uja
unic – italian tanners industry
association
iunfit windows
unipro
united international pictures
universal music uk
universal salvage
university of essex
verisign
veritas software
viewsonic
visa
visteon – public relations
vollmer public relations
vol vo
w h smith
waggener edstorm gmbh
waltham
weber shandwick square mile
webershandwick worldwide
wyeth
wyteth pharmaceuticals
xw satellite radio inc
yamaha corp of america
yamanouchi
annual report  accounts 2002
united business media  annual report  accounts 2002


Summary:
 “with a yearend net cash positive position of £94m ubm’s balance sheet is even
stronger than before this gives us the capacity to continue to expand the
business launching new products and expanding geographically to better
serve our customers all investment proposals are subjected to rigorous
financial hurdles”
geoff unwin
chairman 05
united business media
annual report 2002
chairman’s statement
in november 2002 – following six years as a nonexecutive director – i took
over the chairmanship of the ubm board from ronnie hampel i have always
been excited by the potential and the interaction of the media and
technology businesses and this was one of the reasons why i was attracted
to united in the first place another major reason why i was so enthusiastic
in taking on the chairmanship is because of ubm’s long track record in
ambitiously and innovatively creating value through its businesses
we invest steadily and patiently both organically and by judicious acquisition to create major value for shareholders
the itv assets which have been sold and the garban now icap business now demerged were both built up – largely
organically – over many years five was started from scratch and in just six years has taken 75 per cent of the television
advertising market with a particularly strong financial performance in 2002 today’s core information service businesses
of market research news distribution and professional media have roots within united stretching back to the 1970’s and
in some cases well beyond – some of cmpi’s and uap’s major titles were launched in the nineteenth century
in 2002 a major priority was restructuring the cost base in order to protect profit against the severe market downturn
the numbers speak for themselves over the past two years we have identified actions to reduce our fixed cost base
by over 25 per cent securing £180m in annualised cost reductions this has not however distracted us from the
fundamental task of creating future revenue growth and all of the divisions often working together have continued
to develop and launch a wide range of new products – building on longterm creative relationships with customers
with a yearend net cash positive position of £94m ubm’s balance sheet is even stronger than before this gives us
the capacity to continue to expand the business launching new products and expanding geographically to better
serve our customers all such investment proposals are subjected to rigorous financial hurdles
for the financial year 2002 eps was 165p down from 179 pence in 2001 reflecting the difficult trading conditions
nonetheless the operating margin of 72 per cent in the second half of the year represents a significant improvement
on the 50 per cent for the same period in 2001 the board is recommending a final dividend for the year of 4 pence
per share making the total dividend payable 7 pence per share this is in line with our revised progressive dividend
policy announced last year and if approved by shareholders at the agm it will be paid on 29 may 2003 to
shareholders on the register on 14 march 2003
i would like to take this opportunity to thank ronnie hampel for his outstanding stewardship as chairman over the last
three years ronnie led the board in an exemplary manner during a period of significant corporate activity in which the
company transformed itself from broadbased consumer and business media interests into a sharply focused
professional information services company we will miss his wise counsel on behalf of the board and employees of
ubm i would like to thank him for his major contribution to ubm and to wish him well in his continuing pursuits
i would also very much like to thank all our employees for their contribution and commitment during 2002 they are
the creative and operational talent of ubm and the customer relationships they have cemented during this
challenging year have done much to consolidate ubm’s long term growth prospects