16123 15042009 proof 9
annual report and accounts
trafficmaster plc
for the year ended 31 december 2008
stock code tfc
trafficmaster plc
annual report and accounts 2008
16123trafficmcvrindd   2 16042009   1151 16123 15042009 proof 9
highlights
from an exciting year
financial highlights 
ebitda up 23 to £110m 2007 £89m
operating profit excluding nonrecurring items 
up 15 to £61m 2007 £53m
operating profit up 5 to £57m 2007 £54m
revenue up 15 to £558m 2007 £484m
profit before tax down 2 to £48m 2007 £49m
eps up 1 to 363p 2007 359p
underl ying eps up 10 to 435p 2007 397p
free cashflow  £13m 2007 £29m outflow
 calculated after removing the effect of nonrecurring items amortisation of acquired intangibles 
sharebased payments and deferred tax movement
calculated before acquisitions nonrecurring items and ﬁ nancing activities
operational highlights 
 continued strong growth in business services revenue up 26 driven     
   by expansion of sales team in the us and a successful first full year for       
   fleet director in the uk
 stolen vehicle tracking and traffic business maintained revenue 
   and profitability in difficult market conditions through substantial   
   market share gains
 
 encouraging progress made in emerging products with road pricing            
   services and payasyoudrive insurance 
 operational review lowers cost base and reduces capital expenditure 
   in 2009
16123trafficmcvrindd   3 16042009   1151 16123 15042009 proof 9
t rafficmaster is an expert in intelligent driving   
it operates through two businesses which provide 
intelligent vehicle services to enhance the driving 
experience and improve business performance by 
saving companies and drivers time and money and 
reducing their environmental impact 
business services
provides fleet tracking and dynamic 
navigation capabilities to business users
consumer services
provides users with traffic and journey time 
data stolen vehicle tracking and integrates 
our telematics platforms with our commercial 
partners to support their services and make our 
services available to their customers
16123trafficmcvrindd   4 16042009   1151 16123 15042009 proof 9 16123trafficmcvrindd   5 16042009   1151 our business our governance our accounts
wwwtrafﬁ cmastercouk  trafficmaster plc   01
16123 16042009 proof 10
intelligent 
driving
02 group at a glance
04 chairman’s statement
06 chief executive’s statement
10 financial review
12 board of directors
14 directors’ report
17 directors’ remuneration report
21 corporate governance
26 statement of directors’ responsibilities
27 independent auditors’ report
28 consolidated income statement
28 consolidated statement of recognised income and expense
29 consolidated balance sheet
30 consolidated cash flow statement
31 notes to the financial statements
60 company balance sheet
61 company reconciliation of movements in shareholders’ funds
62 notes to the financial statements
contents
16123trafficmindd   01 16042009   1115 02   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
group
at a glance
business services
provides ﬂ eet tracking and dynamic 
navigation capabilities to business users
consumer services
provides users with trafﬁ c and journey 
time data stolen vehicle tracking and 
integrates our telematics platforms with 
our commercial partners to support their 
services and make our services available to 
their customers
revenue
up 26
to £364m
2007 £289m
ebitda
up 29
to £86m
2007 £66m
revenue
down 1
to £193m
2007 £195m
ebitda
down 1
to £46m
2007 £47m
16123trafficmindd   02 16042009   1115 our business our governance our accounts
wwwtrafﬁ cmastercouk  trafficmaster plc   03
16123 16042009 proof 10
fleet director
it’s not easy controlling costs when your employees 
are out on the road you’re often not sure where they 
are where they’re going or even if they’re getting the 
job done 
fleet director provides realtime tracking of your 
vehicles from your desktop to make better use of your 
ﬂ eet and cut costs while detailed reporting helps you 
monitor vehicle use and improve productivity time
saving advanced navigation with live trafﬁ c information 
helps your drivers beat the jams providing complete 
operational efﬁ ciency
delivered via our existing invehicle technology which 
already supports smartnav navigation and trackstar 
stolen vehicle tracking it offers ﬂ eets full integration 
of navigation ﬂ eet tracking stolen vehicle tracking and 
live trafﬁ c information
already tried and trusted by over 4000 ﬂ eets operating 
over 85000 vehicles fleet director can save you time 
money and even reduce your carbon footprint when on 
the road
fleet director beneﬁ ts
1740 t rafﬁ c alarms
setting up a trafﬁ c alarm ensures you receive 
personalised sms alerts warning you of trafﬁ c 
congestion on regular journeys and effectively 
guards your route you just dial 1740 speak to a 
trafﬁ cmaster personal assistant and simply tell 
them which roads you want to be kept up to date 
about they will set up your alarm based on your 
preferences such as the time of day you would 
like to receive alarms and the length of delays 
you want to be told about once you have set up 
a trafﬁ c alarm for your speciﬁ ed route you will 
start to receive text messages at the speciﬁ ed 
times to keep you one step ahead of the trafﬁ c
 clear visibility of the customer’s ﬂ eet
 reports provide historical data in vehicle use
 fuel consumption can be cut by up to 30
 productivity can be increased
 overtime can be reduced
 unauthorised vehicle usage can be 
reduced
 operating expenses can be lowered
 wear and tear on vehicles can be reduced
 carbon footprint can be lowered
stolen v ehicle t racking systems
vehicle theft is an unfortunate fact of modern living 
alarms immobilisers and other security devices offer 
a degree of protection but as thieves get ever more 
resourceful the chances of your vehicle being stolen are 
still high vehicle theft is distressing and inconvenient and it 
is most likely that your vehicle will never be recovered
some tracking devices rely on police cars ﬁ tted with 
detection systems to track vehicles at trafﬁ cmaster 
we track the vehicle ourselves and liaise with the police 
which means not only are you more likely to get your 
vehicle back but there is a much greater chance it won’t 
have been damaged in a high speed chase
the key to successful recovery is rapid detection 
trackstar can instantly pinpoint the exact location of 
a stolen vehicle which means if your vehicle is taken 
trackstar will help get it back 
due to its proven success trackstar is
— endorsed by all police authorities 
— insurance approved — may reduce premiums
— meets the british insurance industry’s quality 
standards 
16123trafficmindd   03 16042009   1115 04   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
despite the unprecedented global trading conditions 
experienced in the second half of 2008 your board is pleased 
to report a year of strong progress at trafficmaster resulting in 
record sales improved profitability and strong cash generation  
as 2008 marked the 20th anniversary of the establishment of 
trafficmaster i have taken the opportunity to reflect on what 
has been achieved over the years to comment specifically on 
the 2008 performance and to set that performance within the 
context of the group’s development strategy 
from its origins as a new company providing traffic information 
to motorists trafficmaster has expanded its focus to also 
become a leading provider of vehicle tracking services to 
business customers our business services division which sells 
fleet director our fleet management product now accounts 
for the majority of the group’s revenue and profits the original 
traffic business has evolved to become the uk’s leading 
supplier of high quality traffic information to a diverse group 
of customers 
within the business services division the sharp increase in fuel 
costs last year prompted many fleet owners to consider fleet 
director as a means to control costs and improve efficiency 
we strengthened our sales resource significantly in the us 
marketplace and grew our us fleet director sales impressively 
also in the us we have developed an exciting presence in the 
longhaul and major account markets complementing our 
traditional strengths in servicing citybased customers in 
the uk fleet director achieved a successful first full year of 
trading and has established itself as a serious competitor in 
this significant market 
the consumer services division has been more affected by 
the downturn in global economic activity however a number of 
significant underlying milestones have been achieved and we 
completed a small acquisition to provide european coverage for 
trackstar our stolen vehicle tracking business both the traffic 
and trackstar businesses have made significant market share 
gains and are both well positioned for the eventual recovery in 
the global economy 
the challenging economic conditions also bring opportunity 
profitability improves strongly with scale in the business of fleet 
management stolen vehicle tracking and traffic in this regard 
the recessionary environment is generating opportunities for 
us to acquire complementary businesses costeffectively that 
offer scale and as a result profit enhancement and growth for 
the group 
your board has continued to develop and in september 2008 
we welcomed tim coleman as group finance director  in 
november 2008 we announced that i intended stepping down 
from the board as chairman at the next agm having served 
on the board of trafficmaster for some seventeen years and as 
chairman for the past five over that period the company has 
turned pioneering technology into commercial success and 
has developed a peerless range of products and services that 
have been transformational for our customers the company 
continues to innovate and i remain confident that many every
day services of the future will be brought to market successfully 
by the team at trafficmaster  we are still working through the 
process of appointing my successor as chairman and hope to 
make further announcements about this in the very near future  
the old adage that “when the going gets tough the tough get 
going” aptly describes the calibre of the executive team in place 
at trafficmaster   under the strong leadership of tony eales 
each of the executive directors has made considerable strides 
in improving the performance of the divisions they manage 
and i am immensely proud of what they have achieved  behind 
them “team trafficmaster” now consists of a further 530 staff 
across our uk and us operations and i am grateful to each and 
every one of them for their continuing effort and contribution 
in summary 2008 was a year of achievement at trafficmaster 
with strong financial performance being coupled with significant 
underlying commercial success leading to the strongest 
competitive position that we have enjoyed in recent years while 
no one can be complacent as to what the future may bring our 
current business mix has proved resilient to what the economy 
has thrown at us so far  
this has allowed your board to balance the difficult economic 
conditions expected in 2009 with the confidence that 
trafficmaster is well positioned to continue to grow and provide 
its customers continuing business performance efficiencies 
while at the same time growing shareholder value i wish 
“team trafficmaster” every success in that objective and am 
confident that the business will continue to prosper through 
2009 and beyond  
colin walsh
chairman of trafficmaster plc
chairman’s
statement
“2008 was a year of achievement 
at t rafﬁ cmaster with strong 
ﬁ nancial performance being 
coupled with signiﬁ cant 
underlying commercial success ”
16123trafficmindd   04 16042009   1116 our business our governance our accounts
wwwtrafﬁ cmastercouk  trafficmaster plc   05
16123 16042009 proof 10
improve journey
effectiveness
your questions 
answered   
why hasn’t 
trafﬁ cmaster paid 
a dividend
the board reviews the 
dividend policy regularly 
there are many exciting 
opportunities for investment 
to enhance shareholder 
value which the board has 
to balance against returning 
cash to shareholders 
however the board is 
committed to initiating a 
dividend in due course
key events 
  trafﬁ cmaster launches smartnav the ﬁ rst 
anycar system to combine satellite naviga
tion with live historic forecast and incident 
based trafﬁ c information and access to a 
personal assistant
2002
  trafﬁ cmaster launches rdstmc radio 
data systemtrafﬁ c message channel to 
provide drivers with accurate real time trafﬁ c 
ﬂ ow data via a standardﬁ t or optional 
onboard navigation system 
2004
  tony eales becomes chief executive of 
trafﬁ cmaster plc   ryder partnership with 
teletrac launched
2005
  the colour touchscreen is launched 
  extended standard ﬁ t across the whole 
citroën van range   acquisition of eurowatch 
extends coverage for stolen vehicle tracking 
to 40 countries
2008
  citroën partnership launched in the uk 
with smaertnav being standard ﬁ t on relay 
vans
2006
  trafﬁ cmaster launches its comprehensive 
ﬂ eet management and tracking service fleet 
director in the uk   trackstar becomes 
bmw’s approved tracking system   extended 
standard ﬁ t on citroën dispatch vans
2007
16123trafficmindd   05 16042009   1117 06   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
chief executive’s
statement 
we are pleased to report that overall group revenues of 
£558m and operating profit excluding nonrecurring items 
of £61m for 2008 were both 15 ahead of comparative 
performance in 2007 we continue to operate in two market
facing divisions focusing on businesses and consumers 
respectively our business services division is the larger 
of the two and accounts for 65 of group revenues 2007 
60 and 82 of group operating profit before corporate 
costs 2007 71 all of our businesses made significant 
operational improvements compared to the prior year and 
have exciting longterm prospects
business services
through our fleet director product our business services 
division offers customers in the us and the uk the ability 
to make significant operating efficiencies through a range 
of fleet tracking services overall divisional revenues were 
£364m up 26 on 2007 profitability improved with divisional 
operating profit of £68m being achieved up 25 on 2007 
operating profit margins remained constant at 19 as the 
benefits of economies of scale more than offset the additional 
investment in sales capabilities and particularly the launch 
costs of fleet director in the uk
in the us teletrac continued on the growth path established 
in recent years with doubledigit constantcurrency revenue 
growth we continued to invest in expanding the sales team 
and now have a direct sales presence in over 75 cities during 
2008 we established a major accounts sales team to focus on 
the specific opportunities offered by customers with larger 
vehicle fleets and have achieved notable success in this 
market building on the success of contract wins announced 
during 2008 we are delighted to announce that we have been 
selected to provide fleet tracking services to united road 
services the largest tow truck operator in the us
our partnership with ryder contributed to the growth 
experienced in the us following an extensive trial 
the rydesmart
®
 programme was launched to ryder’s 
customer base in 2008 rydesmart
®
 powered by teletrac 
allows ryder’s customers to benefit from the efficiency 
improvements offered by fleet director as well as an 
extensive range of additional valueadded services
2008 was the first full year of operation for fleet director in 
the uk and we achieved our aim of establishing a significant 
business in the uk fleet tracking market we have continued 
to develop our successful partnership with citroën under 
which we provide navigation and stolen vehicle tracking 
services as standard on relay berlingo and dispatch vans 
and can support the vehicle owner by providing a range of 
additional services with fleet director  since its launch 
fleet director has been chosen by several significant fleets 
including nottingham city homes liebherr south tyneside 
council and speedy hire plc 
we were delighted that our products received industry 
recognition during 2008 with trafficmaster being awarded 
technology of the year at the 2008 fleet van awards at the 
green fleet awards in october 2008 fleet director was 
awarded it and communications product of the year for 
its proven benefits in improving business performance 
finally we received the frost  sullivan award for product 
line strategy at the international excellence in automotive 
transport and design awards  
although global economic conditions deteriorated rapidly 
in 2008 we remain optimistic about the outlook for the 
business services division our fleet director service allows 
users to dramatically reduce fuel consumption and improve 
productivity of their assets at a time when all businesses are 
looking for efficiency improvements 
consumer services
our consumer service division offers a range of traffic and 
stolen vehicle tracking services to consumers and is also 
where we manage our emerging products activities revenues 
in 2008 were flat at £193m 2007 £195m whilst divisional 
operating profit fell 34 to £15m 2007 £22m margin in 
the year was temporarily held back by investment in startup 
costs for the stolen vehicle tracking programme with bmw 
our traffic business provides users with access to market
leading live traffic information through a range of different 
services in 2008 we had the first full year of new contracts 
with volkswagen audi vauxhall and saab 
16123trafficmindd   06 16042009   1117 our business our governance our accounts
wwwtrafﬁ cmastercouk  trafficmaster plc   07
16123 16042009 proof 10
 
“we have made signiﬁ cant 
progress in winning market 
share and have implemented 
signiﬁ cant operating 
efﬁ ciencies which should 
underpin performance in 2009 ”
y our questions answered   
what synergy is there between your business 
and consumer activities
both businesses are based on a common underlying technology 
platform which enable the group to maximise its return on 
investment in product development and support as well 
as operationally the group also beneﬁ ts from signiﬁ cant 
economies of scale from sharing a common platform
awards
we had a hugely successful year in 2008 and were delighted 
at the industry recognition received as well as local business 
acknowledgement awards received included the prestigious 
2008 green fleet award for it and communications product of 
the year for fleet director 
fleet director was also credited at the 2008 fleet van 
awards and awarded technology of the year for its advanced 
integrated driving solutions we received the frost  sullivan 
award for product line strategy at the international excellence 
in automotive transport and design awards
closer to home we won three major awards at the 2008 milton 
keynes and north bucks chamber of commerce business 
excellence awards we were judged overall winner as the most 
outstanding company entered into the chamber’s business 
excellence awards as well as business innovation of the year 
and business of the year 
our excellence is 
getting recognition
make driving 
better
16123trafficmindd   07 16042009   1117 08   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
we have continued to develop innovative ways of providing 
users with access to our highquality live traffic information 
including the launch of our new digital traffic service on the 
uk dab network in partnership with digital one
2008 was a good year for our stolen vehicle tracking 
business which made positive progress through market 
share gains during the year we launched our partnership 
with bmw through which we are bmw’s exclusive approved 
provider of vehicle tracking services in the uk
in july 2008 we acquired trimex group ltd which offers 
stolen vehicle tracking across more than 40 countries 
through its eurowatch service eurowatch has now been fully 
integrated within trafficmaster and is operating profitably 
with its stolen vehicle tracking relationships with jaguar 
landrover ge leasing and aston martin we now have 
a significantly increased presence and capability in the 
international stolen vehicle tracking market 
our emerging products developments are focused around 
nascent markets for which a robust revenue model has yet to 
be fully established all of the activities we undertake in this 
area are financed by external customers which allows us to 
leverage existing investments and work with customers and 
partners in establishing longterm commercial opportunities 
we were also pleased to have been selected by the uk’s 
department for transport to undertake a multiyear trial 
commencing in 2009 evaluating the technological elements of 
road pricing there is a significant international opportunity to 
develop and deploy roadpricing technologies in jurisdictions 
around the world and we are actively pursuing these 
opportunities in conjunction with partners
during 2008 we were disappointed that norwich union ended 
its pioneering payasyoudrive car insurance service in 
the uk which was enabled by trafficmaster technology 
this service allowed drivers to pay for insurance based on 
location time of day and age of driver  following on from this 
programme we are currently trialling a similar service with 
a significant usbased insurer and are actively progressing 
discussions with several other potential partners
outlook
our business services division has established a strong 
track record on both sides of the atlantic and momentum 
is continuing to grow the proven ability of our fleet 
director product to reduce costs and generate business 
efficiencies means that it remains an attractive service for our 
customers in times of economic uncertainty we have exciting 
opportunities to develop the business further and continue to 
invest in developing the product and expanding our sales and 
operating capability
the ongoing economic uncertainty is providing challenging 
trading conditions for the consumer services division 
however we have made significant progress in winning 
market share and have implemented significant operating 
efficiencies which should underpin performance in 2009 
since 2001 the group has successfully acquired and 
integrated teletrac yeoman and eurowatch demonstrating 
the management team’s strong track record of effective 
acquisitions we remain committed to acquiring businesses 
which have a clear strategic fit do not represent a high 
degree of risk and which can materially enhance the overall 
prospects of the group 
we are pleased to have delivered a strong performance 
in 2008 despite an increasingly difficult economic 
environment and although we expect 2009 to bring many 
challenges we believe that the group is in a strong position to 
continue its progress
tony eales
chief executive
chief executive’s
statement
continued
16123trafficmindd   08 16042009   1117 our business our governance our accounts
wwwtrafﬁ cmastercouk  trafficmaster plc   09
16123 16042009 proof 10
journey 
streamlining
we are pleased to have delivered a 
strong performance in 2008 despite 
an increasingly difficult economic 
environment and although we expect 
2009 to bring many challenges we 
believe that the group is in a strong 
position to continue its progress
y our questions answered   
how has the acquisition of eurowatch helped 
the group
the eurowatch service is the world’s leading international 
tracking and recovery service and enables our customers to be 
conﬁ dent that their assets can be tracked and recovered from 
over 40 countries 
y our questions answered   
are you missing out on opportunities in other 
geographic markets
although there are signiﬁ cant ﬂ eet tracking opportunities 
in countries where trafﬁ cmaster does not currently have 
a presence market penetration is relatively low through 
trafﬁ cmaster’s uk and us focus we are addressing 80 of 
the installed base of ﬂ eet tracking units and therefore have a 
unique strength in the most active markets we are continuing 
to monitor other markets closely however and will develop 
strategies for those markets as they become more attractive 
16123trafficmindd   09 16042009   1118 10   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
financial review
revenue and proﬁ t
revenue for the year to 31 december 2008 was £558m which 
was 15 year on year growth 2007 £484m this growth was 
driven principally by a strong performance in the business 
services division which saw increasing demand for fleet 
tracking services operating profit excluding nonrecurring 
items was £61m which was 15 ahead of the prior year 
2007 £53m driven again by the business services division 
whilst 2008 saw the group benefit from the strength of the 
us even on a constant currency basis revenue from our 
business services division grew by 15 and operating profit 
grew by 21 in the second half of the year the group has 
undertaken a review of its operations which will result in a 
lower cost base as we enter 2009 
nonrecurring items
in 2003 a 90 subsidiary trafficmaster europe gmbh was 
placed into liquidation the liquidator had been pursuing a 
claim of €28m plus interest against the company a claim 
which trafficmaster believed had no merit in september 
2008 the company decided to settle the claim in full for a total 
of €05m and has reported this along with associated legal 
expenses as a nonrecurring charge in the group’s accounts 
for 2008 there are no other material contingent liabilities or 
nonrecurring items
interest
the net interest charge for the group increased to £09m 
2007 £05m the rise in interest expense has been due to 
the higher level of indebtedness of the group throughout 2008 
compared to the previous year  
tax
the group recorded a tax credit of £150000 in the year 2007 
£35000 charge the underlying tax charge was £85000 
representing various state taxes payable in the us in addition 
the group increased its deferred tax asset by £235000 as 
the likelihood and timing of utilising its tax losses improved 
as at 31 december 2008 the group has gross trading losses 
available for offset against future profits of £10m in the uk 
and 16m in the us in addition the group has a capital loss of 
£21m available in the uk
dividend
in line with previous years the company is not proposing the 
payment of a dividend the board reviews its dividend policy 
periodically and is committed to the payment of a dividend at 
an appropriate time
earnings per share
basic earnings per share of 363p grew 1 in 2008 2007 
359p in line with common practice at many companies 
the group has prepared an underlying earnings per share 
measure which is intended to increase the understanding of 
the underlying performance of the business this measure 
removes the effect of nonrecurring items amortisation of 
acquired intangibles sharebased payments and deferred 
tax movements using this measure underlying earnings 
per share were 436p 2007 397p detailed calculations 
supporting this measure are shown in note 10
diluted earnings per share and underlying earnings per share 
were not materially different as the potential dilutive effect of 
share options in issue was minimal
cashﬂ ow and capital expenditure
free cashflow for the year before nonrecurring cash items 
financing and acquisitions was £13m 2007 £29m outflow 
this significant improvement was driven by a reduction in the 
group’s working capital requirement
capital expenditure increased slightly to £54m 2007 £51m 
as the company continued its investment in the development 
of its product set and in underlying it in direct support of 
expansion of the customer base significant development 
programmes in the year included the internationalisation 
and development of new functionality for fleet director 
and work on emerging products projects the group’s 
capital expenditure programme is largely discretionary and 
investment is only approved once a compelling business case 
has been prepared in 2008 the group’s depreciation and 
amortisation charge was at a broadly similar level to capital 
expenditure for 2009 the group expects capital expenditure to 
be lower than both 2008 and the expected depreciation and 
amortisation charge in 2009
16123trafficmindd   10 16042009   1118 our business our governance our accounts
wwwtrafﬁ cmastercouk  trafficmaster plc   11
16123 16042009 proof 10
balance sheet
net assets for the group at 31 december 2008 were £545m 
an increase of 34 in the year 2007 £408m of this £137m 
increase £85m arises from the unrealised increase in value 
of the group’s us denominated assets £51m from profit 
generated in the year and £01m from the issue of additional 
share capital related to the exercise of share options most of 
the underlying increase in net asset value through currency 
movement has been hedged through the conversion of £75m 
of the debt into us in december 2008 as noted below
the inventory position at 31 december 2008 is similar to that 
at 31 december 2007 although represents a reduction of 
£10m since 30 june 2008 as previously reported we have 
reached the end of a longterm supply commitment and now 
have a flexible procurement arrangement which will allow the 
group to substantially reduce levels of inventory during 2009
bank facilities and covenants
the group has access to committed bank facilities with 
barclays bank which totalled £133m at 31 december 2008 
as at this date the group’s net debt was £82m representing 
headroom of £51m the bank facilities comprise a term 
loan which runs until march 2013 and is subject to regular 
quarterly repayments and a multicurrency revolving credit 
facility of £100m which runs until february 2011 both of 
these facilities have security over various group assets 
including the freehold of its head office building at cranfield 
bedfordshire the group is subject to a range of covenants on 
its bank facilities all of which were satisfied during the year
t reasury
the group operates a centralised treasury function whose 
primary aim is to manage cashflow and currency risks 
the group has transactional and translational exposure to 
overseas currencies primarily the us through its teletrac 
operation the group’s policy is not to hedge translation risk 
but to hedge transactional cashflow exposure if appropriate 
it has established a natural hedge for transactional risk by 
redenominating £75m of its net debt into us in december 
2008 at a prevailing rate of 145 the group has access to a 
range of instruments to help it manage risk as at december 
2008 the group was party to an interest rate collar agreement 
which protects the group against volatility in interest rates for 
a proportion of its debt
acquisitions
in july 2008 the group acquired trimex group ltd 
“eurowatch” no consideration was paid at the date of 
acquisition however the group incurred expenses of £04m 
which have been capitalised as part of the acquisition the 
acquisition is subject to an earnout arrangement under 
which consideration up to a maximum of £475m could be 
paid over three years subject to certain performance criteria 
being met the company considers the probability of a liability 
arising in this respect to be remote eurowatch has been 
integrated into the group and is trading profitably
tim coleman
group finance director
16123trafficmindd   11 16042009   1118 12   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
board of directors
colin walsh
nonexecutive chairman
colin was appointed chairman 
of trafﬁ cmaster ﬁ ve years 
ago previously in his 
career he gained an mba in 
international business and 
industrial development from 
the university of ulster and 
went on to work in the venture 
capital industry securing 
funds for early stage and 
growth companies
t oday colin also manages a 
venture capital fund that 
invests in growth companies 
in northern ireland as well 
as serving on the boards of a 
number of other public and 
private companies including 
andor t echnology plc balcas 
limited maildistiller limited 
and fusion antibodies limited
tony eales
chief executive 
trafﬁ cmaster plc 
and chief executive ofﬁ cer 
teletrac inc usa
t ony was appointed to the 
trafﬁ cmaster board in january 
1999 one year after joining the 
company in 1998
before then he held senior 
management positions in 
finance marketing and 
strategic planning during 15 
years in the mobile telecoms 
sector  his expertise lies 
in strategic relationships 
business and product 
development
in august 2001 t ony became 
chief executive ofﬁ cer of 
teletrac trafﬁ cmaster’ s us 
subsidiary in this pivotal role 
he was central to teletrac’s 
turnaround and expansion 
making it a key revenue 
and proﬁ t generator for the 
trafﬁ cmaster group in july 
2005 t ony was appointed chief 
executive of trafﬁ cmaster and 
under his management the 
group has achieved signiﬁ cant 
proﬁ table growth
tim coleman
group finance director
tim joined trafﬁ cmaster 
in september 2008 having 
qualiﬁ ed as a chartered 
accountant with price 
waterhouse in 1990 tim 
has held a number of 
senior ﬁ nancial roles with 
telecoms and software 
companies including bt 
mfs communications and 
packetvideo since 2003 he 
was at northgate information 
solutions plc the international 
software outsourcing and 
information technology 
services company which was 
taken private by kohlberg 
kravis roberts in march 2008 
tim held several roles within 
northgate through a period of 
unprecedented growth and 
was most recently uk finance 
director  while at northgate 
tim gained signiﬁ cant ma 
experience and was closely 
involved with ﬁ nancing 
acquiring and integrating 
numerous acquisitions
stuart berman
executive director
stuart has held a number of 
senior executive positions in 
trafﬁ cmaster including chief 
executive and chief operating 
ofﬁ cer joining the fold in 2001 
in his current role as director 
of trafﬁ cmaster t echnologies 
stuart is responsible for 
bringing to market new 
products and technologies 
for the beneﬁ t of the driver 
with his combination of an 
engineering background and 
an mba his scope covers 
pioneering technology and he 
has previously worked for high 
growth technology companies 
holding senior director 
positions 
16123trafficmindd   12 16042009   1118 wwwtrafﬁ cmastercouk  trafficmaster plc   13
16123 16042009 proof 10
our accounts our governance our business
tim van cleve
chief operating ofﬁ cer 
teletrac inc
since 2002 tim has 
been responsible for the 
operational performance 
of t eletrac which accounts 
for a signiﬁ cant portion 
of the trafﬁ cmaster 
group’s revenue
he joined the company 
in 1996 and now oversees 
daytoday operations 
including sales and marketing 
transferring his skills and 
experience between the us 
and uk operations tim offers 
a vast array of expertise and 
business acumen having 
previously held sales positions 
at t eletrac including vice 
president of sales and 
customer service
alan mcwalter
nonexecutive director
alan’s current board 
responsibilities encompass 
positions as nonexecutive 
director of alphameric plc 
cattles plc dignity plc 
haygarth group and chairman 
of constantine holdings
prior to these appointments he 
was group marketing director 
at marks  spencer plc and 
with the kingﬁ sher group as 
marketing director of 
woolworths and marketing 
and business development 
director of comet other 
strings to his bow include 
being a freeman of the city of 
london and exchairman of 
the marketing society
geoffrey bicknell
nonexecutive director
geoffrey bicknell is currently a 
nonexecutive director of acta 
spa an aimlisted italian 
company and also brady plc 
he has held executive 
directorships in companies 
including rockwell 
international ti group plc 
lucas industries maxima 
holdings plc and northgate 
information solutions plc 
he combines broad based 
ﬁ nancial commercial and 
operational management 
expertise with practical 
corporate ﬁ nance experience 
gained in the uk and in the us 
he is a chartered accountant 
in both canada and the uk
ian coomber
nonexecutive director
ian’ s comprehensive expertise 
comes from over 35 years‘ 
experience in the motor 
industry  his career began in 
1963 at vauxhall motors ltd 
where he quickly rose through 
the ranks to become executive 
director sales marketing 
and customer care while at 
vauxhall ian also held positions 
of district service manager 
zone fleet manager fleet sales 
manager and general 
sales manager 
ian’ s other board appointments 
also include positions as a 
director of gmac uk plc ibc 
vehicles and opel performance 
centre gmbh and he was 
cochair of the retail forum 
ltd and chairman of the society 
of motor manufacturers and 
traders smmt car section 
committee he is also a 
nonexecutive director at 
automotive engineers rml 
group ltd and international 
motorsports limited
16123trafficmindd   13 16042009   1118 14   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
directors’ report
the directors have pleasure in presenting their report 
and the audited financial statements for the year ended 
31 december 2008
principal activities and business review
trafficmaster is an expert in intelligent driving it operates 
through two businesses which provide intelligent vehicle 
services to enhance driving experience and improve business 
performance by saving companies and drivers time and 
money and reducing their environmental impact a review 
of the business of the group during the year is given in the 
chairman’s chief executive’s and financial director’s reviews 
on pages 4 to 11
results
the results for the year are set out on the income statement 
on page 28 these show a group profit before tax of £4806000 
2007 £4921000 on group revenue of £55769000 2007 
£48426000 and a group gross profit of £ 34711000 2007 
£29442000 the directors do not recommend that a dividend 
be paid 2007 £nil
research and development
the group pursues an active policy of research and 
development to introduce new products and to improve the 
quality and costeffectiveness of its services
directors and their interests at 31 december 2008
the directors who held office during the year together with their share interests in the company all beneficial unless otherwise 
stated are
 ordinary shares  ordinary shares
 31 december 2008 31 december 2007
colin walsh 250000 200000
tony eales  60000 10000
tim coleman appointed 22 september 2008 185000 —
nigel bond resigned 29 february 2008 — 10000
stuart berman 55000 —
tim van cleve  — — 
ian coomber   100000  15000
geoffrey bicknell  100000 —
alan mcwalter 100000 —
during the year the directors’ acquisitions of the company’s ordinary shares of 5p each were as follows
geoffrey bicknell acquired 100000 ordinary shares on 2 december 2008 at a price of 14375p per share
tim coleman acquired 185000 ordinary shares on 3 december 2008 at a price of 1626p per share
tony eales acquired 50000 ordinary shares on 3 december 2008 at a price of 1626p per share
stuart berman acquired 55000 ordinary shares on 3 december 2008 at a price of 1626p per share
colin walsh acquired 50000 ordinary shares on 3 december 2008 at a price of 1626p per share
alan mcwalter acquired 100000 ordinary shares on 3 december 2008 at a price of 1626p per share
ian coomber acquired 85000 ordinary shares on 3 december 2008 at a price of 1626p per share
the directors’ interests in share options of the company are included on page 20
the market price of shares at 31 december 2008 was 1850p 31 december 2007 4050p the highest price during the year was 
4375p and the lowest price during the year was 938p
16123trafficmindd   14 16042009   1118 wwwtrafﬁ cmastercouk  trafficmaster plc   15
16123 16042009 proof 10
our accounts our governance our business
substantial shareholdings
as at 14 april 2009 the directors are aware of the following beneficial or nonbeneficial holdings of 3 or more of the issued 
ordinary share capital of the company
 number of  percentage
   ordinary  of issued 
shareholder  shares   share capital
aberforth partners llp 21033000 1539
schroder investment management ltd 13908500 1018
barclays plc 11138641 815
mineworkers pension scheme 5715339 418
standard life group plc 4857979 356
british coal staff superannuation scheme 4296859 314
cavendish asset management ltd 4172830 305
market value of buildings
the directors estimate the market value of the freehold 
building in the group to be higher than the net carrying value 
as shown in the financial statements details of property 
plant and equipment are shown in note 11
treasury management treasury policy
the group’s policy seeks to ensure that adequate financial 
resources are available for the development of the group’s 
business whilst managing its currency interest rate and 
credit risks the group’s policy in respect of the major areas of 
treasury activity is set out below
currency t ranslation exposure
the results of the group’s foreign subsidiaries are translated 
to sterling at the average exchange rates for the period 
concerned the balance sheets of foreign subsidiaries are 
translated into sterling at the closing exchange rates any 
gains and losses resulting from translation are recorded in 
translation reserve the group does not hedge translation 
exposure by forward exchange contracts or currency swaps 
nor does it currently hedge translation exposures arising on 
unremitted nonuk earnings 
currency t ransaction exposure
this arises where actual sales and purchases are made by 
a business unit in a currency other than its own functional 
currency the group does not currently hedge currency 
transaction exposure by forward exchange contracts and 
currency swaps 
interest rate risk
the group’s policy is to borrow funds to finance working 
capital such borrowings are in the form of bank overdrafts 
and bank loans such borrowings have variable interest rates 
based upon bank’s base rates and risks are therefore subject 
to fluctuations in such rates the group uses interest rate 
swaps to manage its interest rate exposures 
credit risk
cash deposits and other financial instruments give rise to 
credit risk represented by the loss that would be recognised if 
a customer failed to perform as contracted the credit rating 
and performance of customers are monitored on a regular 
basis in accordance with boardapproved policies
further information relating to the group’s financial risk 
management can be found in note 26 on pages 54 to 57 
pa yment of creditors
the group does not follow any code or standard on payment 
practice its policy in relation to all its suppliers is to settle the 
terms of payment at the outset of a transaction and to abide by 
these terms provided that it is satisfied that the supplier has 
provided the goods or services in accordance with the agreed 
terms and conditions the number of days’ billings from 
suppliers outstanding for the company at 31 december 2008 
was 48 2007 48
corporate social responsibility
the group recognises its responsibilities to communities in 
which we operate our employees environment and other 
stakeholders in the society the board continues to identify 
climate change health and safety and business ethics as 
main risks in the context of corporate social responsibility 
and believes that these issues are integral and important 
components of best practice in business management the 
board is committed to managing these risks as well as others 
16123trafficmindd   15 16042009   1118 16   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
directors’ report
continued
that it has identified on an ongoing basis and developing 
policies to promote best working practices in these areas
as a leading technology company people are at the centre 
of our business their intellectual capital commitment 
and enthusiasm drive the enterprise and our success 
depends on attracting engaging and developing the very 
best our employees are provided with ongoing learning 
and development opportunities and personal development 
programmes that are aligned to the group’s strategic 
objectives
our health and safety record continues to be good with no 
serious reported incidents during the year  all our staff 
have received health and safety training and we have an 
established structure in place for dealing with health 
and safety matters
we are committed to continuing to provide a safe and secure 
working environment and equal opportunities for all our 
employees
the board strongly believes in acting in an environmentally 
responsible manner which is reflected in the way we operate 
and conduct our business our business is built on the 
concept of ‘intelligent driving’ our products and services 
continue to foster efficient use of vehicles to avoid congestion 
therefore eliminating wasted journeys and helping to reduce 
environmental impact our products came runner up in the 
energy saving trust’s innovation 2007 awards and were 
acclaimed as a fleet hero which further endorsed their green 
credentials in 2008 fleet director received prestigious green 
fleet awards 
we also believe that acting in an environmentally responsible 
manner should extend beyond the abilities of our products and 
services and should be reflected in the way we do business 
to minimise our own carbon footprint while helping other 
companies to reduce theirs 
the board is committed to environmental management to 
reduce the group’s environmental impact our environmental 
management system ems in the uk has been independently 
audited by bsi and met the bs en iso140012004 standard
we aspire to be a responsible partner in the communities in 
which we operate around the world the board encourages 
all our businesses to engage constructively with their local 
communities and contribute to their prosperity through 
providing employment and support for their sustainable 
growth
the board believes that our business should be operated only 
through ethical policies and practices our code of conduct 
establishes the ethical standards that all our employees are 
required to follow and we have established a structure to 
follow up any breaches in these ethical policies
employees
the group places considerable value on the involvement of its 
employees and has continued its previous practice of keeping 
them informed on matters affecting them as employees and 
on the various factors affecting the performance of the group 
this is achieved through formal and informal meetings
disabled employees
the group recognises its social and statutory duties to employ 
disabled persons and pursues a policy of providing wherever 
possible the same employment and training opportunities to 
disabled persons as to other employees
where existing employees become disabled it is the group’s 
policy wherever practicable to provide continuing employment 
under normal terms and conditions and to provide training 
and career development and promotion to disabled employees 
wherever appropriate
donations
the group made no political or charitable donations during the 
year 2007 £nil 
disclosure of information to auditors
the directors who held office at the date of approval of this 
directors’ report confirm that so far as they are each aware 
there is no relevant audit information of which the company’s 
auditors are unaware and each of the directors have taken 
all steps that they ought to have taken as directors to make 
themselves aware of any relevant audit information and 
to establish that the company’s auditors are aware of that 
information
directors’ authority to issue shares
at the annual general meeting to be held on 20 may 2009 the 
directors will seek to renew their existing authority to allot all 
the unissued ordinary share capital £1168380 at that time 
they will also seek to renew their existing authority to allot for 
cash up to 5 £341581 of the issued share capital otherwise 
than pro rata to existing shareholders
auditors
kpmg audit plc have expressed their willingness to continue 
in office as auditors and in accordance with section 489 of the 
companies act 2006 a resolution to reappoint them will be 
proposed at the forthcoming annual general meeting
by order of the board
radomir lalovic
secretary
15 april 2009
16123trafficmindd   16 16042009   1118 wwwtrafﬁ cmastercouk  trafficmaster plc   17
16123 16042009 proof 10
our accounts our governance our business
directors’ remunera tion report
the directors present their remuneration report for the year 
ended 31 december 2008
remuneration committee
the policy for directors’ remuneration is set by the board as 
a whole the remuneration committee operates within this 
policy to advise on levels of remuneration
the remuneration committee of the board is responsible 
for ensuring that the remuneration packages provided to 
executive directors are appropriate to individual levels of 
experience responsibility and performance are consistent 
with the company’s remuneration policy and are in line with 
the principles of good corporate governance
the remuneration committee is composed entirely of non
executive directors who have no financial interest in the group 
other than as shareholders no personal interest in the 
committee’s deliberations or decisions and no involvement 
in the daytoday management of the group’s operations 
the members of the committee during the year were ian 
coomber chairman colin walsh geoffrey bicknell and 
alan mcwalter  
the committee usually meets at least twice a year  the chief 
executive is normally invited to attend its meetings in order 
to make recommendations concerning remuneration the 
finance director and company secretary provide support 
to the committee and external advice is obtained when 
necessary the chief executive is not present when his 
own remuneration is being discussed during the year the 
committee received material assistance on remuneration 
decisions from the chief executive pricewaterhousecoopers 
provided advice to the committee during the year including 
the provision of pay surveys and advice on the structure of 
longterm incentive arrangements
remuneration policy
the group’s policy on directors’ remuneration is that its 
remuneration packages should be capable of attracting 
rewarding and retaining both executive and nonexecutive 
directors who have the skills experience and expertise that 
will enable the group to deliver superior levels of shareholder 
return
account is taken of the salary and total remuneration levels 
prevailing in comparable jobs in similar size organisations 
together with the individual performance and contribution of 
each of the executive directors
the remuneration of executive directors consists of base 
salary performance related bonus benefits in kind a car or 
car allowance medical expenses insurance life assurance 
and income protection insurance share options and pension 
provision 
all executive directors participate in a bonus scheme that 
is related to consolidated group profitability in addition 
directors other than chief executive have individual bonus 
schemes based on achieving goals specifically related to their 
areas of responsibility
remuneration details of each director are given on page 19
service contracts
executive directors are all employed under agreements 
which set out their responsibilities and obligations to the 
group the terms of their employment include a twelve
month rolling notice period and meet the requirements of the 
combined code
none of the service contracts contain any specific termination 
provisions
the board notes and has reviewed the provision of the 
combined code concerning notice periods and the abi
napf joint guidelines on service contracts in agreeing these 
contracts account has been taken of the board’s wish to retain 
people of high calibre
unless the interests of the group require otherwise which it 
is anticipated will only be in exceptional circumstances it is 
the board’s intention that any future executive appointments 
to the board will be on the basis that notice periods will not 
exceed twelve months or if they do this will only be for a 
short initial term
in the event of early termination the remuneration 
committee will take careful account of the prevailing 
circumstances in awarding compensation and will take 
appropriate professional advice to ensure that best practice is 
consistent with the parties’ contractual rights 
the committee would look favourably on a request by an 
executive director to take up a nonexecutive appointment 
at a noncompeting company having regard to the time 
commitment that this would entail compared to the benefits 
that it could bring the group
nonexecutive directors
the nonexecutive directors receive fees for their services 
the executive directors determine the remuneration of the 
nonexecutive directors
the nonexecutive directors have letters of appointment and 
serve for an initial period of three years unless terminated by 
either party by giving one months notice they are not eligible 
for pension scheme membership or for contributions to their 
own individual pension schemes receive no benefits in kind 
and do not participate in any profit sharing share option or 
other incentive scheme 
16123trafficmindd   17 16042009   1118 18   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
directors’ remunera tion report
continued
directors seeking reelection
in accordance with the articles of association geoffrey 
bicknell alan mcwalter and tim coleman are required to 
seek reelection at the next annual general meeting
as announced on 6 november 2008 colin walsh is stepping 
down as a chairman and nonexecutive director and will not 
be seeking reelection at the next annual general meeting 
pensions
the company pays 10 of basic salary into personal pension 
funds set up by each of the executive directors
directors’ interests in contracts and other 
transactions with group companies
no director has a material interest in any contracts with any 
group companies other than a service contract
share options
the company has operated two share option schemes for 
several years a hm revenue and customs approved and an 
unapproved scheme awards under both of these schemes 
are made at ruling market prices at the date of grant awards 
can only be exercised if either the growth in earnings in 
each of three consecutive financial years exceeds the rate 
of increase in the uk retail prices index by at least 1 or in 
the case of the unapproved scheme only the average of the 
growth in earnings in the second and third financial years 
exceeds the earnings in the first year by a percentage which 
is no less than the rate of increase in the uk retail price 
index plus 10 this latter test has been introduced by the 
remuneration committee to operate alongside the original 
test to take account of the fact that although the group may 
have achieved sustained average underlying growth this 
might not necessarily have satisfied the year on year growth 
required by the original test the remuneration committee is 
of the opinion that the adjustment produces a fairer result
a non hm revenue and customs approved share option 
scheme was introduced in june 2006 the first tranche of 
awards made under this scheme were made at ruling market 
prices at the grant date and can be exercised if the growth in 
earnings per share eps over the three year period ending 31 
december 2008 is greater than 15 and the growth in share 
price is at least 30 these awards vest on a straight line 
basis for share price growth between 30 and 100
in 2007 two all employee arrangements were setup for the 
group’s employees in the uk and the us awards under both 
of these schemes are made at ruling market prices at the 
date of grant discounted by up to 20 and 15 respectively 
the scheme available to the uk employees of the group is 
approved by hm revenue and customs and is a save as you 
earn scheme the us plan is an employee stock purchase 
plan
all schemes are operated under the auspices of the 
remuneration committee and a total of 9908431 2007 
8056487 options have been awarded to a total of 131 staff 
and four directors share option movements during the year 
are shown in note 23 on page 51
shareholder v alue
the graph below looks at the value by the end of year 
2008 of £100 invested in trafficmaster plc at december 
2003 compared with the value of £100 invested in the ftse 
fledgling index other points plotted are the values at the 
financial year ends the comparator index has been chosen as 
it represents a relevant index of which the company is 
a member 
total cumulative shareholder return for the fiveyear period to 31 december 2008 
0
20
40
60
80
100
120
140
160
180
2003 2004 2005 2006 2007 2008
ftse fledgling 
tsr trafficmaster plc
16123trafficmindd   18 16042009   1118 wwwtrafﬁ cmastercouk  trafficmaster plc   19
16123 16042009 proof 10
our accounts our governance our business
the auditors are required to report on the information contained in this section of the report 
directors’ emoluments 
      company 
      contributions to
      money purchase
 salary     pension schemes
 and fees bonus benefits 2008 2007 2008 2007
 £000 £000 £000 £000 £000 £000 £000
aggregate directors’ remuneration
executive directors
tony eales 220 63 5 288 290 18 16
nigel bond 24 — 6 30 346 2 13
tim coleman 40 10 — 50 — 4 —
stuart berman 150 42 2 194 204 14 13
tim van cleve 162 35 — 197 209 — —
nonexecutive directors
colin walsh chairman 40 — — 40 35 — —
bill mcintosh  — — — — 31 — —
geoffrey bicknell 24 — — 24 24 — —
alan mcwalter 24 — — 24 24 — —
ian williams — — — — 7 — —
ian coomber 24 — — 24 20 — —
 708 150 13 871 1190 38 42
the 2007 comparatives have been adjusted to show emoluments earned and paid in respect of that year 
 2008 2007
the number of directors to whom benefits are accruing under money purchase pension schemes 3  3
16123trafficmindd   19 16042009   1118 20   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
directors’ remunera tion report
continued
directors’ share options in ordinary shares
number of options during the year
 at 31    at 31
 december    december exercise exercise
 2007 lapsed granted exercised 2008 price period
tony eales
approved scheme 28500 28500 — — —  £1053 210901–200908
unapproved scheme 371500 371500 — — — £1053 210901–200908
unapproved scheme 100000 — — — 100000 £0520 251004–241011
unapproved scheme 250000 — — — 250000 £0235 050405–040412
unapproved scheme 110000 —  — — 110000 £0420 161006–151013
unapproved scheme 75000 — — — 75000 £0835 281007–271014
unapproved scheme 1200000 — — — 1200000 £0362 300609–290616
saye scheme 11017 — — — 11017 £05228 091110–081117
unapproved scheme — — 870000 — 870000 £0380 110408–100418
nigel bond
approved scheme 57692 57692 — — — £0520 251004–241011
unapproved scheme 42308  42308 — — — £0520 251004–241011
unapproved scheme 250000 — — 250000 — £0235 050405–040412
unapproved scheme 110000 110000 — — — £0420 161006–151013
unapproved scheme 75000 75000 — — — £0835 281007–271014
tim coleman
unapproved scheme — — 300000 — 300000 £0130 031208–021218
stuart berman
approved scheme 57692  — — — 57692 £0520 251004–241011
unapproved scheme 75000 — — — 75000 £0835 281007–271014
unapproved scheme 750000 — — — 750000 £0362 300609–290616
saye scheme 11017 — — — 11017 £05228 091110–081117
unapproved scheme — — 300000 — 300000 £0380 110408–100418
tim van cleve
approved scheme 80000 — — — 80000 £0155 240905–230912
approved scheme 46933 — — — 46933 £0375 170606–160913
unapproved scheme 3067 — — — 3067 £0375 170606–160913
unapproved scheme 50000 — — — 50000 £0660 070407–060414
unapproved scheme 50000 — — — 50000 £0835 281007–271014
unapproved scheme 50000 — — — 50000 £0532 050408–040415
unapproved scheme 100000 — — — 100000 £0330 241008–231015
unapproved scheme 750000 — — — 750000 £0362 300609–290616
espp scheme 8780 — — — 8780 £03974 031009–021217
unapproved scheme — — 200000 — 200000 £0380 110408–100418
total 4713506 685000 1670000 250000 5448506
ian coomber
chairman remuneration committee
15 april 2009
16123trafficmindd   20 16042009   1118 wwwtrafﬁ cmastercouk  trafficmaster plc   21
16123 16042009 proof 10
our accounts our governance our business
corpora te governance
throughout the year to 31 december 2008 the group complied 
with the provisions of the revised combined code on corporate 
governance issued by the financial reporting council in 
july 2003 except as detailed below the group has a policy of 
seeking to comply with established best practice in the field 
of corporate governance the board has adopted core values 
and standards which set out the behaviour expected of staff 
in their dealings with shareholders customers colleagues 
suppliers and other stakeholders of the group one of the core 
values is the acceptance of the highest standard of integrity in 
the group’s business activities
board structure
currently the board comprises the chairman three other 
nonexecutive directors and four executive directors the 
names of the directors together with their biographical details 
are set out on pages 12 and 13
the board was strengthened in september 2008 with the 
appointment of tim coleman as group finance director
as announced previously colin walsh long standing non
executive director and chairman of trafficmaster plc will 
retire from the board at the next annual general meeting 
the nominations committee under the chairmanship of 
ian coomber senior independent director is managing the 
process to appoint a new chairman it is expected that an 
appointment will be announced by the time of the annual 
general meeting
the directors believe that the current structure of the board 
provides an excellent balance of relevant corporate and 
commercial experience together with effective nonexecutive 
director independence
noncompliance
the directors have strengthened significantly the board’s 
compliance with the changes introduced in the past few 
years notwithstanding those changes the combined code 
also requires the board to report the following areas of non
compliance during 2008
l the chairman colin walsh has served on the board for 
more than nine years and therefore is not independent 
as considered by the combined code however the 
board considers all its nonexecutive directors to 
be independent in character and judgement as a 
consequence the remuneration committee did not solely 
comprise of independent nonexecutive directors and 
at least half the board excluding the chairman did not 
comprise of independent nonexecutive directors
l the executive directors not the chairman take primary 
responsibility for meeting the major shareholders 
regularly to develop an understanding of their views which 
are communicated to the chairman senior independent 
nonexecutive director and the rest of the board
the board
the group is controlled through its board of directors the 
board’s main roles are to create value to shareholders to 
provide entrepreneurial leadership of the group to approve 
the group’s strategic objectives and to ensure that the 
necessary financial and other resources are made available 
to enable them to meet those objectives the board which 
meets at least ten times a year considers matters set out 
in an agenda circulated before each meeting decisions of a 
strategic nature are approved by the board
the specific responsibilities reserved to the board include 
setting group strategy and approving an annual budget and 
mediumterm projections reviewing operational and financial 
performance approving major acquisitions divestments and 
capital expenditure reviewing the group’s systems of financial 
control and risk management ensuring that appropriate 
management development and succession plans are in place 
reviewing the environmental health and safety performance 
of the group approving appointments to the board and the 
company secretary and ensuring that a satisfactory dialogue 
takes place with shareholders
the board has delegated the following responsibilities to the 
executive management committee the development and 
recommendation of strategic plans for consideration by the 
board that reflect the longerterm objectives and priorities 
established by the board implementation of the strategies 
and policies of the group as determined by the board 
monitoring of the operating and financial results against plans 
and budgets monitoring the quality of the investment process 
against objectives prioritising the allocation of capital 
technical and human resources monitoring the composition 
and terms of reference of divisional management committees 
and developing and implementing risk management systems
the roles of the chairman and chief executive
the division of responsibilities between the chairman of the 
board colin walsh and the chief executive tony eales is 
clearly defined and has been approved by the board
16123trafficmindd   21 16042009   1118 22   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
corpora te governance
continued
the chairman is responsible for organising the business 
of the board and ensuring its effectiveness the chairman 
has no involvement in the daytoday business of the group 
the chairman facilitates the effective contribution of non
executive directors and constructive relations between 
executive and nonexecutive directors and ensures that 
directors receive accurate timely and clear information and 
ensures effective communication with shareholders
the chief executive determines the group’s strategy has 
direct charge of the group on a daytoday basis and is 
accountable to the board for the financial and operational 
performance of the group
senior independent director
ian coomber the senior independent director is always 
available to meet shareholders on request and to ensure 
that the board is aware of shareholder concerns not resolved 
through the existing mechanisms for investor communication
directors’ independence
the board includes nonexecutive directors who 
constructively challenge and help develop proposals 
on strategy and bring strong independent judgement 
knowledge and experience to the board’s deliberations the 
directors are of sufficient calibre and number that their views 
carry significant weight in the board’s decision making
the directors are given access to independent professional 
advice at the group’s expense when the directors deem it is 
necessary in order for them to carry out their responsibilities
details of the chairman’s professional commitments are 
included in the chairman’s biography the chairman acts as 
an executive of crescent capital the venture capital fund 
and fulfils a number of nonexecutive positions but the board 
is satisfied that these are not such as to interfere with the 
performance of the chairman’s duties for the group which are 
based around a commitment of approximately 20 days 
per annum
none of the nonexecutive directors at the year end
l have been employed by the group within the last five 
years
l has or had within the last three years a material business 
relationship with the group
l receives remuneration other than director’s fee
l has close family ties with any of the group’s advisers 
directors or senior employees
l holds crossdirectorships or has links with other directors 
through involvement in other companies or bodies
colin walsh has served on the board for more than nine years
professional development
on appointment the directors take part in an induction 
programme where they receive information about the group 
the role of the board and the matters reserved for its decision 
the terms of reference and membership of the principal board 
and management committees and the powers delegated to 
those committees the group’s corporate governance practices 
and procedures including the powers reserved to the group’s 
most senior executives and the latest financial information 
about the group this is supplemented by meetings with other 
key senior executives throughout their period in office the 
directors are continually updated on the group’s business 
the competitive and regulatory environments in which it 
operates corporate social responsibility matters and other 
changes affecting the group and the industry it operates in 
as a whole by written briefings and meetings with senior 
executives directors are also advised on appointment of their 
legal and other duties and obligations as a director of a listed 
company both in writing and in facetoface meetings with the 
secretary they are reminded of these duties each year and 
they are also updated on changes to the legal and governance 
requirements of the group and upon themselves as directors
performance evaluation
the board led by the chairman performs an informal 
evaluation of the performance of the board its principal 
committees and individual directors with particular attention 
to those who are due for reappointment this evaluation takes 
the form of a discussion with reference to the minutes of 
relevant meetings during the year under review
reelection
subject to the company’s articles of association the 
companies acts and satisfactory performance evaluation 
nonexecutive directors stand for reelection every three 
years in addition nonexecutive directors who have served 
for more than nine years are put forward for annual re
election
the company secretary
the company secretary is responsible for advising the 
board through the chairman on all governance matters 
the directors have access to the advice and services of the 
company secretary the company’s articles of association 
provide that the appointment and removal of the company 
secretary is a matter for the full board
information
regular reports and papers are circulated to the directors 
in a timely manner in preparation for board and committee 
meetings the papers are supplemented by information 
specifically requested by the directors from time to time
16123trafficmindd   22 16042009   1118 wwwtrafﬁ cmastercouk  trafficmaster plc   23
16123 16042009 proof 10
our accounts our governance our business
the nonexecutive directors receive monthly management 
accounts and regular management reports and information 
which enable them to scrutinise the group’s and 
management’s performance against agreed objectives
rela tions with shareholders
the chief executive and finance director give feedback to 
the board on issues raised with them by major shareholders 
and the group’s broker  in addition the chairman is in 
regular discussions with the group’s broker and is available 
to shareholders as required the annual general meeting is 
normally attended by all directors and all shareholders have 
an opportunity to ask questions during the meeting and to 
meet with directors after the formal proceedings have ended
the group maintains a corporate website wwwtrafficmaster 
couk containing a wide range of information of interest to 
institutional and private investors the group has frequent 
discussions with institutional shareholders on a range of 
issues affecting its performance these include meetings 
following the announcement of the annual results with the 
group’s largest institutional shareholders on an individual 
basis in addition the group responds to individual and ad hoc 
requests for discussions from institutional shareholders the 
senior independent director is available to shareholders if 
they have concerns which contact through normal channels of 
chairman or chief executive has failed to resolve or for which 
such contact is inappropriate
internal control
in accordance with the guidance of the turnbull committee 
the board of directors is responsible for the group’s system of 
internal control sets appropriate policies on internal control 
seeks regular assurances that enable it to satisfy itself that 
the system is functioning effectively and ensures that the 
system of internal control is effective in managing risks in the 
manner which it has approved
the directors have continued to review the effectiveness of 
the group’s system of financial and nonfinancial controls 
including operational and compliance controls risk 
management and the group’s high level internal control 
arrangements these reviews have included an assessment of 
internal controls management assurance of the maintenance 
of control and report from the external auditor on matters 
identified in the course of its statutory audit work a key part 
of these reviews is an annual “letter of assurance” process 
by which responsible managers confirm the adequacy of 
their system of internal financial and nonfinancial controls 
their compliance with group policies including those relating 
to safety health and the environment local laws and 
regulations including the industry’s regulatory requirements 
and report any control weaknesses identified in the past year 
the group views the careful management of risk as a key 
management activity managing business risk to deliver 
opportunities is a key element of all activities this is done 
using a simple and flexible framework which provides a 
consistent and sustained way of implementing the group’s 
values these business risks which may be strategic 
operational reputational financial or environmental should 
be understood and visible the business context determines in 
each situation the level of acceptable risk and controls
board committees
the number of full board meetings and committee meetings 
attended by each director during the year to 31 december 
2008 was as follows
 
 scheduled remuneration audit nominations
 board committee committee committee
 meetings meetings meetings meetings
colin walsh chairman 11 11 2 2 4 4 1 1
tony eales chief executive  11 11 na na 1 1
tim coleman finance director 4 4 na na na
stuart berman executive director 11 11 na na na
tim van cleve executive director  11 11 na na na
ian coomber nonexecutive director 10 11 2 2 4 4 1 1
geoffrey bicknell nonexecutive director 10 11 2 2 4 4 1 1
alan mcwalter nonexecutive director 11 11 2 2 4 4 1 1
figures in brackets indicate the maximum number of meetings in the period in which the individual was a board member 
16123trafficmindd   23 16042009   1118 24   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
corpora te governance
continued
nominations committee
the board periodically considers the mix of skills and 
experiences that the board requires and seeks the 
appointment of directors to meet its assessment of what is 
required to ensure the board is effective in discharging its 
responsibilities if considered appropriate  by the board a 
nominations committee is formed to make recommendations 
to the board regarding the appointment of directors during 
2008 the nominations committee under the chairmanship 
of ian coomber senior independent director was formed 
to manage the process of appointing a new chairman this 
nominations committee comprise colin walsh geoffrey 
bicknell alan mcwalter and tony eales
remuneration committee
during the year the remuneration committee comprised 
ian coomber chairman colin walsh geoffrey bicknell and 
alan mcwalter  the committee met twice during the year 
when necessary noncommittee members were invited to 
attend
the committee’s principal responsibilities are
l setting reviewing and recommending to the board for 
approval the group’s overall remuneration policy and 
strategy
l setting reviewing and approving individual remuneration 
packages for executive directors and the chairman 
including terms and conditions of employment and any 
changes to the packages
l reviewing the salary structure and terms conditions 
and benefits of employment of other group executive 
committee members and
l approving the rules and launch of any group share share 
option or cashbased incentive scheme and the grant 
award allocation or issue of shares share options or 
payments under such scheme
in addition the committee regularly reviews the group’s 
remuneration policy in relation to
l its competitors and industry norms
l compensation commitment and
l contract periods
with the specific approval of the board in each case executive 
directors may accept external appointments as nonexecutive 
directors of other companies and retain any related fees 
paid to them none of the executive directors held such an 
appointment during the year 
audit committee
during the year the audit committee comprised geoffrey 
bicknell chairman ian coomber colin walsh and alan 
mcwalter  all the members of the committee are non
executive directors the audit committee met four times 
during the year 
the committee has at least one member possessing what the 
smith report describes as recent and relevant experience 
geoffrey bicknell who is a chartered accountant in both uk 
and canada gained practical corporate finance experience 
whilst occupying various senior executive positions in the uk 
and the us it will be seen from the directors’ biographical 
details appearing on pages 12 and 13 that the other members 
of the committee bring to it a wide range of experience from 
positions in the uk
the audit committee monitors the integrity of the group’s 
financial statements and any formal announcements relating 
to the group’s performance the committee is responsible 
for monitoring the effectiveness of the external audit process 
and making recommendations to the board in relation to the 
appointment reappointment and remuneration of the external 
auditor it is responsible for ensuring that an appropriate 
relationship between the group and external auditors is 
maintained including reviewing nonaudit services and fees
 it also reviews annually the group’s systems of internal 
control and the processes for monitoring and evaluating the 
risks facing the group
16123trafficmindd   24 16042009   1118 wwwtrafﬁ cmastercouk  trafficmaster plc   25
16123 16042009 proof 10
our accounts our governance our business
the board has considered establishing an internal audit 
function and has decided that this would not be appropriate 
at this stage of the group’s development the board considers 
that it currently receives sufficient assurance from external 
advisers and regulatory bodies on relevant areas of risk the 
board is committed to reviewing the need for internal audit on 
a regular basis
the committee meets with executive directors and 
management as well as privately with the external auditors
in 2008 the audit committee discharged its responsibilities by
l reviewing the group’s draft financial statements and 
interim results statements prior to board approval and 
reviewing the external auditors’ detailed reports thereon
l reviewing the group’s trading update announcements prior 
to release
l reviewing the appropriateness of the group’s accounting 
policies
l reviewing regularly the potential impact in the group’s 
financial statements of certain matters such as  
impairments of fixed asset values and new international 
financial reporting standards
l reviewing and approving the audit fee and reviewing non
audit fees payable to the group’s external auditors
l reviewing the external auditors’ plan for the audit of the 
group’s accounts which included the scope of work 
key risks on the accounts confirmations of auditor 
independence and the proposed audit fee and approving 
the terms of engagement for the audit
l reviewing an annual report on the group’s systems of 
internal control and its effectiveness reporting to the  
board on the results of the review and receiving regular 
updates on key risk areas of financial control
auditors’ independence and objectivity
the audit committee monitors annually the nonaudit 
services being provided to the group by its external auditors 
and has developed an auditor independence policy to 
check that this does not impair their independence and 
objectivity and that the group maintains a sufficient choice of 
appropriately qualified audit firms the policy sets out four key 
principles which underpin the provision of nonaudit services 
by the external auditors the auditor should not audit its own 
firm’s work make management decisions for the group have 
a mutuality of financial interest with the group or be put in 
a role of advocate for the group any activities that may be 
perceived to be in conflict with the role of external auditor 
must be submitted to the committee for approval prior to 
engagement regardless of the amounts involved
the audit committee monitors all services being provided by 
the external auditors annually to review their independence 
and objectivity taking into consideration the relevant 
professional and regulatory requirements so that these 
are not impaired by the provision of permissible nonaudit 
services
details of the amounts paid to external auditors during the 
year for audit and other services are set out in the notes to the 
financial statements on page 38
on behalf of the board
 
radomir lalovic
secretary
15 april 2009
16123trafficmindd   25 16042009   1118 26   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
sta tement of directors’ responsibilities  in respect of 
the directors’ report and the financial statements
the directors are responsible for preparing the annual report 
and the group and parent company financial statements in 
accordance with applicable law and regulations 
company law requires the directors to prepare group and 
parent company financial statements for each financial year 
under that law the directors are required to prepare the 
group financial statements in accordance with international 
financial reporting standards ifrss as adopted by the eu 
and have elected to prepare the parent company financial 
statements in accordance with uk accounting standards and 
applicable law uk generally accepted accounting practice 
the group financial statements are required by law and 
ifrss as adopted by the eu to present fairly the financial 
position and performance of the group the companies 
act 1985 provides in relation to such financial statements 
that references in the relevant part of that act to financial 
statements giving a true and fair view are references to their 
achieving a fair presentation 
the parent company financial statements are required by law 
to give a true and fair view of the state of affairs of the parent 
company 
in preparing each of the group and parent company financial 
statements the directors are required to 
l select suitable accounting policies and then apply them 
consistently 
l make judgments and estimates that are reasonable and 
prudent 
l for the group financial statements state whether they 
have been prepared in accordance with ifrss as adopted 
by the eu 
l for the parent company financial statements state 
whether applicable uk accounting standards have been 
followed subject to any material departures disclosed and 
explained in the parent company financial statements and 
l prepare the financial statements on the going concern 
basis unless it is inappropriate to presume that the group 
and the parent company will continue in business 
the directors are responsible for keeping proper accounting 
records that disclose with reasonable accuracy at any time 
the financial position of the parent company and enable 
them to ensure that its financial statements comply with 
the companies act 1985 they have general responsibility 
for taking such steps as are reasonably open to them to 
safeguard the assets of the group and to prevent and detect 
fraud and other irregularities 
under applicable law and regulations the directors are also 
responsible for preparing a directors’ report directors’ 
remuneration report and corporate governance statement 
that comply with that law and those regulations 
the directors are responsible for the maintenance and 
integrity of the corporate and financial information included 
on the company’s website legislation in the uk governing the 
preparation and dissemination of financial statements may 
differ from legislation in other jurisdictions
the directors confirm that to the best of their knowledge
l the financial statements prepared in accordance with the 
applicable set of accounting standards give a true and fair 
view of the assets liabilities financial position and profit 
or loss of the company and the undertaking included in the 
consolidation taken as a whole and 
l the directors’ report includes a fair review of the 
development and performance of the business and the 
position of the issuer and the undertakings included in the 
consolidation taken as a whole together with a description 
of the principal risks and uncertainties that they face
16123trafficmindd   26 16042009   1118 wwwtrafﬁ cmastercouk  trafficmaster plc   27
16123 16042009 proof 10
our accounts our governance our business
independent auditors’ report
to the members of trafficmaster plc
we have audited the group and parent company financial 
statements the ‘‘financial statements’’ of trafficmaster plc 
for the year ended 31 december 2008 which comprise the 
consolidated income statement the consolidated statement 
of recognised income and expense the consolidated and 
parent company balance sheets the consolidated cash flow 
statement and the related notes these financial statements 
have been prepared under the accounting policies set out 
therein we have also audited the information in the directors’ 
remuneration report that is described as having been audited
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 auditor’s 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 and the group financial statements in accordance with 
applicable law and international financial reporting standards 
ifrss as adopted by the eu and for preparing the parent 
company financial statements and the directors’ remuneration 
report in accordance with applicable law and uk accounting 
standards uk generally accepted accounting practice are set 
out in the statement of directors’ responsibilities on page 26
 
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 
and international standards on auditing uk and ireland 
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 and whether in addition 
the consolidated financial statements have been properly 
prepared in accordance with article 4 of the ias regulation 
we also report to you whether in our opinion the information 
given in the directors’ report is consistent with the financial 
statements the information given in the directors’ report 
includes that specific information presented in the chairman’s 
and chief executive’s statements that is cross referred 
from the business review section of the directors’ report in 
addition we report to you if in our opinion the company has 
not kept proper accounting records if we have not received 
all of the information and explanations we require for our 
audit or if information specified by law regarding directors’ 
remuneration and other transactions is not disclosed 
we review whether the corporate governance statement 
reflects the company’s compliance with the nine provisions 
of the 2006 frc combined code specified for our review by 
the listing rules of the financial services authority and we 
report if it does not we are not required to consider whether 
the board’s statements on internal control cover all risks and 
controls or 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 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 international 
standards on auditing uk and ireland 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 and company’s circumstances consistently applied 
and adequately disclosed 
we planned and performed our audit so as to obtain all 
of the information and explanations which we considered 
necessary in order to provide us with sufficient evidence to 
give reasonable assurance that the financial statements and 
the part of the directors’ remuneration report to be audited 
are free from material misstatement whether caused by 
fraud or other irregularity or error  in forming our opinion 
we also evaluated the overall adequacy of the presentation 
of information in the financial statements and the part of the 
directors’ remuneration report to be audited 
opinion 
in our opinion 
l the group financial statements give a true and fair view in 
accordance with ifrss as adopted by the eu of the state 
of the group’s affairs as at 31 december 2008 and of its 
profit for the year then ended 
l the group financial statements have been properly 
prepared in accordance with the companies act 1985 and 
article 4 of the ias regulation 
l the parent company financial statements give a true 
and fair view in accordance with uk generally accepted 
accounting practice of the state of the parent company’s 
affairs as at 31 december 2008  
l the parent company financial statements and the part of 
the directors’ remuneration report to be audited have 
been properly prepared in accordance with the companies 
act 1985 and 
l the information given in the directors’ report is consistent 
with the financial statements
kpmg audit plc
chartered accountants
registered auditor
1 waterloo way
leicester le1 6lp
15 april 2009
16123trafficmindd   27 16042009   1119 28   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
 consolid a ted income statement
for the year ended 31 december 2008
 consolidated statement of  recognised 
income and expense
for the year ended 31 december 2008
    2008 2007
  notes £000 £000
 revenue 12 55769 48426
 cost of sales   21058 18984
 gross profit  34711 29442
 other operating income 4 140 305
 selling and distribution costs  8351 7519
 administrative expenses  20838 16812
 operating profit excluding nonrecurring items  6113 5307
 nonrecurring items 5 451 109
 operating profit  2 5662 5416
 financial income 8 739 271
 financial expenses 8 1595 766
 profit before tax  4806 4921
 taxation 9 150 35
 profit for the year  4956 4886
 earnings per share
 — basic 10 363p 359p
 — diluted 10 363p 358p
 underlying earnings per share
 — basic 10 436p 397p
 — diluted 10 435p 396p
   2008 2007
    £000 £000
 foreign exchange translation differences  8513 337
 fair value on acquisition  — 371
 effective portion of changes in fair value of cash flow hedges  258 —
 income and expenses recognised directly in equity  8255 34
 profit for the year  4956 4886
 total recognised income and expense for the year 25 13211 4920
there is no tax impact of the items included in the consolidated statement of recognised income and expense
16123trafficmindd   28 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   29
16123 16042009 proof 10
our accounts our governance our business
 consolid a ted balance sheet
as at 31 december 2008
    2008  2007
  notes £000 £000
 noncurrent assets
 property plant and equipment 11 14588 14452
 intangible assets 12 16019 11116
 lease prepayments 14 1439 1446
 deferred tax asset 15 1313 1078
   33359 28092
 current assets
 inventories 16 11887 11300
 trade and other receivables 17 40969 22223
 cash and cash equivalents 18 2619 —
   55475 33523
 total assets    88834 61615
 current liabilities
 bank overdraft 18 — 4051
 other interest bearing loans 19 833 4167
 trade and other payables 20 18450 9730
   19283 17948
 noncurrent liabilities
 other interest bearing loans 19 10000 —
 deferred income 21 3463 1408
 provisions 22 1540 1505
   15003 2913
 total liabilities  34286 20861
 net assets    54548  40754
 equity
 share capital 25 6832 6819
 share premium 25 254 208
 other reserve 25 2248 2248
 foreign exchange translation reserve 25 6772 1741
 fair value reserve 25 113 371
 retained earnings 25 38329 32849
 total equity attributable to equity holders of the parent    54548 40754
the board of directors approved these financial statements on 15 april 2009 and they were signed on its behalf by
tony eales tim coleman
chief executive group  finance director
16123trafficmindd   29 16042009   1119 30   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
 consolid a ted cash flow statement
for the year ended 31 december 2008
   2008 2007
  notes £000 £000
 cash flows from operating activities
 profit for the year  4956 4886
 adjustments for
 depreciation and amortisation  4879 3397
 reversal of impairment of property plant and equipment  — 1489
 financial income  739 271
 financial expense  1595 763
 taxation  150 35
 gain on sale of property plant and equipment  10 7
 equity settled sharebased payment expenses  524 381
 operating profit before changes in working capital and provisions  11055 7695
 increasedecrease in trade and other receivables  8676 424
 decreaseincrease in inventories  813 4071
 increasedecrease in trade and other payables  2981 2930
 cash flows from operations  6173 1118
 interest paid  1560 707
 net cash flows from operating activities  4613 411
 cash flows from investing activities
 proceeds from sale of property plant and equipment  12 13
 interest received  739 271
 acquisition of property plant and equipment 11 1562 1644
 development expenditure capitalised as intangible fixed assets 12 3858  3422
 acquisition of investment in subsidiary  359 4
 net cash flows from investing activities  5028 4786
 cash flows from financing activities
 proceeds from the issue of share capital  59 82
 drawdownsrepayments of bank borrowings  6666 833
 net cash flows from financing activities  6725 751
 net increase in cash and cash equivalents  6310 5126
 cash and cash equivalents at 1 january 18 4051 1112
 effect of exchange rate fluctuations on cash held  360 37
 cash and cash equivalents at 31 december 18 2619 4051 
16123trafficmindd   30 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   31
16123 16042009 proof 10
our accounts our governance our business
notes forming part of the financial statements
1  accounting policies
trafficmaster plc is a company incorporated in the uk and listed on the london stock exchange
basis of preparation
the group financial statements have been prepared and approved by the directors in accordance with international financial 
reporting standards as adopted by the eu ‘adopted ifrss’ and in accordance with the companies act 1985 the company has 
elected to prepare its parent company financial statements in accordance with uk gaap these are presented on pages 60 to 70
the accounting policies set out below have unless otherwise stated been applied consistently to all periods presented in these 
group financial statements 
judgements made by the directors in the application of these accounting policies that have a significant effect on the financial 
statements and estimates with a significant risk of material adjustment in the next year are discussed in note 29
after making enquiries the directors have a reasonable expectation that the company and the group have adequate resources to 
continue in operational existence for the foreseeable future this is further considered in note 26 accordingly they continue to 
adopt the going concern basis in preparing the annual report and financial statements 
adopted ifrss not yet applied
a number of new standards amendments to standards and interpretations are not yet effective for the year ended 31 december 
2008 and have not been applied in preparing these consolidated financial statements 
l   ifrs 8 ‘operating segments’ introduces the “management approach” to segment reporting ifrs 8 which becomes 
mandatory for the group’s 2009 financial statements will require the disclosure of segment information based on the 
internal reports regularly reviewed by the group’s chief operating decision maker in order to assess each segment’s 
performance and to allocate resources to them currently the group presents segment information in respect of its business 
and geographical segments see note 2 this is expected to result in disclosures which are qualitative whilst also being 
quantitative
l   revised ias 23 ‘borrowing costs’ removes the option to expense borrowing costs and requires that an entity capitalises 
borrowing costs directly attributable to the acquisition construction or production of a qualifying asset as part of the cost of 
that asset the revised ias 23 will become mandatory for the group’s 2009 financial statements it is not expected to have any 
impact on the consolidated financial statements
l   revised ias 1 ‘presentation of financial statements’ 2007 introduces the term ‘total comprehensive income’ which 
represents changes in equity during a period other than those changes resulting from transactions with owners in their 
capacity as owners total comprehensive income may be presented in either a single statement of comprehensive income 
effectively combining both the income statement and all nonowner changes in equity in a single statement or in an income 
statement and a separate statement of comprehensive income revised ias 1 which will becomes mandatory for the group’s 
2009 consolidated financial statements is expected to have a significant impact on the presentation of the consolidated 
financial statements the group plans to provide total comprehensive income in a single statement of comprehensive income 
for its 2009 consolidated financial statements
l   amendment to ifrs 2 ‘sharebased payment — vesting conditions and cancellations’ clarifies the definition of vesting 
conditions introduces the concept of nonvesting conditions requires nonvesting conditions to be reflected in granddate 
fair value and provides the accounting treatment for nonvesting conditions and cancellations the amendments to ifrs 2 
will become mandatory for the group’s 2009 consolidated financial statements with retrospective application the group has 
not yet determined the potential effect of the amendment
l   ifric 13 ‘customer loyalty programmes’ addresses the accounting by entities that operate or otherwise participate in 
customer loyalty programmes under which the customer can redeem credits for awards such as free or discounted goods or 
services ifric 13 which becomes mandatory for the group’s 2009 consolidated financial statements is not expected to have 
any impact on the consolidated financial statements
measurement convention
the financial statements are prepared on the historical cost basis except that certain assets are stated at their fair value such 
assets relate to derivative financial instruments
16123trafficmindd   31 16042009   1119 32   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
basis of consolidation
the consolidated financial statements comprise the financial statements of the parent company and its subsidiaries together 
with the group’s share of the results of its jointly controlled entities 
subsidiaries are entities over which the group has the power to govern the financial and operating policies so as to obtain benefit 
from their activities subsidiaries are fully consolidated from the date that control commences until the date that control ceases
a jointly controlled entity is an entity in which the group has a longterm interest and over which it has the ability to exercise 
joint control established by contractual arrangement jointly controlled entities are accounted for in the consolidated financial 
statements using the equity method under this method the group’s share of the profits and losses of jointly controlled entities 
is included in the consolidated income statement the group’s investment in jointly controlled entities is included in the 
consolidated balance sheet at cost plus the group’s share of retained postacquisition profits or losses
goodwill
all business combinations are accounted for by applying the purchase method goodwill acquired represents the excess of the 
fair value of the consideration and associated costs over the fair value of the assets liabilities and contingent liabilities acquired
the classification and accounting treatment of business combinations that occurred prior to 1 january 2004 have not been 
reconsidered in preparing the group’s opening ifrs balance sheet at 1 january 2004 
after initial recognition goodwill is measured at cost less any accumulated impairment losses at the date of acquisition 
the goodwill is allocated to cash generating units for the purpose of impairment testing and is tested at least annually 
for impairment
on a subsequent disposal or termination of a business acquired the profit or loss on disposal or termination is calculated after 
charging the carrying value of any related goodwill
research and development
expenditure on development activities whereby research findings are applied to a plan or design for the production of new or 
substantially improved products and processes is capitalised only if development costs can be measured reliably the product 
or process is technically and commercially feasible and the group has sufficient resources to complete development and to use 
or sell the asset the expenditure capitalised includes direct labour the cost of materials and purchased services and directly 
attributable overheads
other research and development expenditure is recognised in the income statement as an expense as incurred capitalised 
development expenditure is stated at cost less accumulated amortisation and impairment losses following the initial 
recognition of development expenditure the cost is amortised over the products’ estimated useful life usually between three 
and five years
other intangible assets
other intangible assets that are acquired by the group which have finite useful life are measured at cost less accumulated 
amortisation and accumulated impairment losses the estimated useful life for the current and the comparative periods are as 
follows
licenses 15 years
property  plant and equipment
property plant and equipment are stated in the financial statements at cost less depreciation and any impairment in value 
depreciation is provided to write off the cost less the estimated residual value of property plant and equipment on a straight
line basis over their useful lives which is reviewed at least at each financial year end as follows
fixtures fittings and computer equipment 5 years
motor vehicles 4 years
infrastructure 7 years
freehold building 50 years
infrastructure relates to a network of nationwide sensors and transmitters that gather and distribute traffic data in the uk and a 
network of paging transmitters and receivers mounted on tall buildings and towers in two cities in the us
notes forming part of the financial statements
continued
16123trafficmindd   32 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   33
16123 16042009 proof 10
our accounts our governance our business
impairment
financial assets
a financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect 
on the estimated future cash flow of that asset
an impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its 
carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate
individually significant financial assets are tested for impairment on an individual basis the remaining financial assets are 
assessed collectively in groups that share similar credit risk characteristics
an impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was 
recognised for financial assets measured at amortised costs and availableforsale financial assets that are debt securities the 
reversal is recognised in profit or loss
nonfinancial assets
the carrying amounts of the group’s nonfinancial assets other than inventories and deferred tax assets are reviewed at each 
reporting date to determine whether there is any indication of impairment if any such indication exists the asset’s recoverable 
amount is estimated 
an impairment loss is recognised if the carrying amount of an asset or its cashgenerating unit exceeds its recoverable amount 
a cashgenerating unit is the smallest identifiable asset group that generates cash flows that are largely independent from other 
assets and groups impairment losses are recognised in the income statement impairment losses recognised in respect of 
cashgenerating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce 
the carrying amount of the other assets in the unit group of units on a pro rata basis
the recoverable amount of an asset or cashgenerating unit is the greater of its value in use and its fair value less costs to sell 
in assessing value in use the estimated future cash flows are discounted to their present value using a pretax discount rate 
that reflects current market assessments of the time value of money and the risk specific to the asset
an impairment loss in respect of goodwill is not reversed in respect of other assets impairment losses recognised in prior 
periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists an impairment 
loss is reversed if there has been a change in the estimates used to determine the recoverable amount an impairment loss 
is reversed only to the extent that the asset’s carrying amount does not exceed the carrying value that would have been 
determined net of depreciation or amortisation if no impairment loss had been recognised
lease prepa yments
prepayments for leasehold land are stated in the financial statements at cost less depreciation depreciation is provided in order  
to write off the cost of the lease prepayments over the term of the lease 199 years
operating leases
rentals under operating leases are charged to the income statement on a straightline basis over the period of the lease
pension costs
the group does not operate a pension scheme for its employees it does however make contributions to the private pension 
arrangements of certain employees these arrangements are of the money purchase type and the amount charged to the 
income statement represents the contributions payable by the group during the year 
sharebased pa yments
the company operates five share option schemes which allow employees to acquire shares of the company the fair value of 
options is recognised as an employee expense with a corresponding increase in equity the fair value at the date at which the 
options are granted is recognised in the income statement on a straight line basis over the vesting period taking account of the 
number of options that are expected to be exercised fair value is measured using the black–scholes model the number of 
options that are expected to be exercised is reviewed at each balance sheet date and if necessary estimates are revised
16123trafficmindd   33 16042009   1119 34   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
revenue
revenue represents the amounts excluding value added tax derived from the provision of goods and services to third party 
customers in the course of the group’s ordinary activities revenue is measured at the fair value of consideration receivable 
taking into account any trade discounts and volume rebates on the following basis 
l   the sale of units is recognised on despatch or on the transfer of legal title
l   the sale of subscription services is recognised over the contract life and
l   the sale and delivery of information is recognised as the services are provided
the group sells certain products bundled with software upgrades and maintenance to be delivered over a predetermined period 
of time where possible these are considered as identifiable and separate components to which general revenue recognition 
criteria can be applied separately once the separate components have been identified the amount received or receivable from 
the customer is allocated based on the individual component’s fair value 
foreign exchange transla tion
transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction monetary 
assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate 
ruling at that date foreign exchange differences arising on translation are recognised in the income statement nonmonetary 
assets and liabilities are translated using the exchange rate at the date of the transaction 
the financial statements of foreign subsidiaries denominated in foreign currencies are translated into sterling as follows
l   assets and liabilities are translated into sterling at the rates of exchange ruling at the balance sheet date with the resulting 
exchange differences recognised in the foreign exchange translation reserve account
l   items of revenue and expense are translated into sterling at an average exchange rate with the resulting exchange 
differences recognised in the foreign exchange translation reserve account
l   cash flows are translated into sterling at an average exchange rate
l   exchange gains and losses arising from monetary items that in substance form part of the net investment in foreign 
subsidiary are recognised in the foreign exchange translation reserve account
the group has taken advantage of the relief available in ifrs 1 to deem the cumulative translation differences for all foreign 
operations to be zero at the date of transition to ifrs on 1 january 2004 
inventories
inventories are stated at the lower of cost and net realisable value the amount recognised as an expense in the income 
statement is determined using the weighted average principle which approximates to actual costs
taxation
income tax on the profit or loss for the periods presented comprises current and deferred tax income tax expense is recognised 
in the income statement except to the extent that it relates to items recognised directly in equity in which case it is recognised 
in equity current tax is the expected tax payable on the taxable income for the year using tax rates enacted or substantively 
enacted at the balance sheet date and any adjustment to tax payable in respect of previous years
deferred tax is provided on temporary differences between carrying amounts of assets and liabilities for financial reporting 
purposes and the amounts used for taxation purposes the following temporary differences are not provided for the initial 
recognition of goodwill the initial recognition of assets or liabilities that effect neither accounting nor taxable profit other than in 
a business combination the differences relating to investments in subsidiaries to the extent that they will probably not reverse in 
the foreseeable future the amount of deferred tax provided is based on the expected manner of realisation or settlement of the 
carrying amount of assets and liabilities using tax rates enacted or substantively enacted at the balance sheet date
deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and jointly 
controlled entities except where the group is able to control the reversal of the temporary difference and it is probable that the 
temporary difference will not reverse in the foreseeable future 
a deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which 
the assets can be utilised
notes forming part of the financial statements
continued
16123trafficmindd   34 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   35
16123 16042009 proof 10
our accounts our governance our business
financial assets and liabilities
financial assets and liabilities are recognised on the group balance sheet when the group becomes a party to the contractual 
provisions of the instrument 
financial assets and financial liabilities are accounted for in the financial statements as follows
l   financial assets or liabilities held for trading all derivatives other than hedging instruments and any other financial assets 
or liabilities designated at the time of initial recognition as ‘measured at fair value through profit and loss’ are stated at fair 
value and all changes in fair value are recognised immediately in the income statement
l   loans and receivables are measured at amortised cost calculated using effective interest method
l   other financial liabilities are measured at amortised costs using the effective interest method
the group does not use derivative financial instruments to hedge its exposure to foreign exchange nor does it hold or issue 
derivative financial instruments for trading purposes the group’s principal financial instruments are borrowings for the 
purposes of funding operating activities the group holds financial derivatives to hedge its exposure to interest rate fluctuations  
the group has not used hedging instruments to hedge its foreign currency denominated trading cash flows the group is 
exposed to fluctuations in exchange rates on the translation of profits earned by overseas subsidiaries average rates are used 
for the retranslation of such profits when they approximate to the rates of exchange on the dates of the transaction 
derivative financial instruments
the group holds derivative financial instruments to hedge its interest rate risk exposures embedded derivatives are separated 
from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the 
embedded derivative are not closely related a separate instrument with the same terms as the embedded derivative would meet 
the definition of a derivative and the combined instrument is not measured at fair value through profit or loss
derivatives are recognised initially at fair value attributable transaction costs are recognised in profit or loss when incurred 
subsequent to initial recognition derivatives are measured at fair value and changes therein are accounted for as described 
below
the fair value of interest rate swaps is based on broker quotes these quotes are tested for reasonableness by discounting 
estimated future cash flows based on the terms and maturity of each contract using a market interest rate for a similar 
instrument at the measurement date 
cash flow hedges
changes in the fair value of the derivative hedging instrument designated as a cash flow hedge fund are recognised directly in 
equity to the extent that the hedge is effective to the extent that the hedge is ineffective changes in fair value are recognised in 
profit or loss
if the hedging instrument no longer meets the criteria for hedge accounting expires or is sold terminated or exercised then 
hedge accounting is discontinued prospectively the cumulative gain or loss previously recognised in equity remains there until 
the forecast transaction occurs when the hedged item is a nonfinancial asset the amount recognised in equity is transferred to 
the carrying amount of the asset when it is recognised in other cases the amount recognised in equity is transferred to profit or 
loss in the same period that the hedged item affects profit or loss
separable embedded derivatives
changes in the fair value of separable embedded derivatives are recognised immediately in profit or loss
other nontrading derivatives
when a derivative financial instrument is not held for trading and is not designated in a qualifying hedge relationship all 
changes in its fair value are recognised immediately in profit or loss
16123trafficmindd   35 16042009   1119 36   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
trade and other receivables
fair value of trade and other receivables is estimated at the present value of future cash flows discounted at the market rate of 
interest at the reporting date 
trade payables
trade payables are not interest bearing and are initially measured at their fair value being payment or settlement amounts and 
subsequently at amortised costs
cash and cash equivalents
cash comprises for the purpose of cash flow statement cash in hand and deposits payable on demand and bank overdrafts 
cash equivalents are shortterm highly liquid investments that are readily convertible to known amounts of cash and that are 
subject to an insignificant risk of changes in value cash equivalents are normally with the date of maturity of three months or 
less from the acquisition date
equity instruments
equity instruments issued by the company are initially recorded at the proceeds received net of direct issue costs
financial income and expenses
finance expenses and income comprise interest payable interest receivable on funds invested discount applicable to provisions 
and foreign exchange gains and losses that are recognised in the income statement finance income and expense is recognised 
in the income statement as it accrues using the effective interest method 
provisions
a provision is recognised in the balance sheet when the group has a present legal or constructive obligation as a result of a 
past event as it is probable that an outflow of economic benefits will be required to settle the obligation if the effect is material 
provisions are determined by discounting the expected future cash outflows at a pre tax rate that reflects current market 
assessments of the time value of money and where appropriate the risk specific to the liability
dismantling
liabilities for dismantling costs are recognised when the group has an obligation to dismantle and remove a facility or an 
item of plant and to restore the site on which it is located and when a reasonable estimate of that liability can be made the 
amount recognised is the present value of the estimated future expenditure determined in accordance with local conditions and 
requirements a corresponding item of property plant and equipment of an amount equal to the provision is also created this is 
subsequently depreciated as part of the capital costs of the facility or item of plant 
2  segment reporting
segment information is presented in respect of the group’s business and geographical segments the primary format business 
segments is based on the group’s management and internal reporting structure
intersegment pricing is determined on an arm’s length basis
segment results assets and liabilities include items directly attributable to a segment as well as those that can be allocated on 
a reasonable basis unallocated items comprise mainly incomeearning assets and revenue interestbearing loans borrowings 
and expenses and corporate assets and expenses
segment capital expenditure is the total cost incurred during the year to acquire segment assets that are expected to be used for 
more than one period
the group comprises the following main business segments
l   consumer services
l   business services
in presenting information on the basis of geographical segments segment revenue is based on the geographical location of 
customers segment assets are based on the geographical location of the assets
notes forming part of the financial statements
continued
16123trafficmindd   36 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   37
16123 16042009 proof 10
our accounts our governance our business
business segments
 consumer  business
 services services total
  2008 2007 2008 2007 2008 2007
  £000 £000 £000 £000 £000 £000
 total segment revenue 19337 27120 38638 28895 57975 56015
 less intersegment trading — 7589 2206 — 2206 7589
 revenue from external customers 19337 19531 36432 28895 55769 48426
 segment results before 
 nonrecurring items 1487 2249 6844 5481 8331 7730
 nonrecurring items     451 109
 central costs     2218 2423
 operating profit     5662 5416
 net financing costs     856 495
 taxation     150 35
 profit for the year     4956 4886
 segment assets 27334 28137 59220 31316 86554 59453
 unallocated assets     2280 2162
 total assets     88834 61615
 segment liabilities 10473 7497 11968 7360 22441 14857
 unallocated l iabilities     11845 6004
 total liabilities     34286 20861
 capital expenditure 2382 2485 3024 2550 5406 5035
 unallocated capital expenditure     14 31
 total capital expenditure     5420 5066
 depreciation and amortisation 3150 2429 1726 1162 4876 3591
 unallocated depreciation 
 and amortisation     3 3
 total depreciation and amortisation     4879 3594
 impairment losses reversed — 1489 — — — 1489
 nonrecurring items are defined in note 5
central costs represent the headquartersrelated costs of running the group the 2007 comparatives have been restated on a 
likeforlike basis 
geographical segments
 united kingdom  north america  total
  2008 2007 2008 2007 2008 2007
  £000 £000 £000 £000 £000 £000
 total revenue 22718 29312 35257 26703 57975 56015
 less intersegment trading — 7589 2206 — 2206 7589
 revenue from external customers 22718 21723 33051 26703 55769 48426
 segment assets 39605 31556 49229 30059 88834 61615
 capital expenditure 3214 3154 2206 1912 5420 5066
16123trafficmindd   37 16042009   1119 38   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
3  expenses and auditors’ remuneration
expenses  2008 2007
   £000 £000
 included in profit are the following
 depreciation   2492 1903
 reversal of impairment of property plant and equipment  — 1489
 amortisation of intangible assets  2380 1684
 amortisation of lease prepayment  7 7
 negative goodwill written off  — 197
 impairment loss on trade receivables  867 666
 writedown of inventories  — 298
 foreign exchange gainslosses  1341 3
 research and development costs expensed as incurred  490 394
 operating lease rentals — property  1136 1221
   — other  222 225
auditors’ remuneration  2008 2007
   £000 £000
 fees payable to company’s auditor for the audit of parent company and consolidated
 financial statements  81 77
 amounts received by the auditor and its associates in respect of
 audit of subsidiary undertakings financial statements pursuant to legislation   53 47
 other services supplied pursuant to legislation — review of interim financial statements  13 12
 other services relating to taxation  17 15
   164 151
4 other operating income
   2008 2007
   £000 £000
 operating property lease rentals receivable  140 305
   140 305
5  nonrecurring items
 included within nonrecurring administrative income and expenses are the following  2008 2007
   £000 £000
 partial reversal of impairment of property plant and equipment  — 1489
 income  — 1489
 settlement of a legal claim in germany  451 —
 settlement of a legal claim in the us  — 890
 compensation for loss of office  — 192
 expenses  451 1082
 writedown of inventory  — 298
 total nonrecurring items  451 109
nonrecurring is defined as income or costs that are not expected to be incurred every year  
notes forming part of the financial statements
continued
16123trafficmindd   38 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   39
16123 16042009 proof 10
our accounts our governance our business
6 staff numbers and costs
the average number of persons employed by the group including executive and nonexecutive directors during the year was
   2008 2007
 infrastructure  78 82
 sales and administration  507 515
   585 597
the aggregate payroll costs of these persons charged to the income statement were as follows
   2008 2007
   £000 £000
 wages and salaries  18646 16637
 wages and salaries capitalised  2344 2430
 wages and salaries recognised in the income statement  16302 14207
 sharebased payments see note 23  524 381
 social security costs  1226 1279
 pension costs  411 293
   18463 16160
pension costs are included within administrative expenses in the income statement
7 directors’ emoluments 
details of directors’ emoluments are shown in the directors’ remuneration report on page 19
8 financial income and expense
recognised in the income statement
   2008 2007
   £000 £000
 interest income  739 271
 financial income  739 271
 
 bank interest  870 564
 interest on nonrecourse debtor finance  690 165
 expense relating to discount applied to provisions  35 35
 net foreign exchange loss  — 2
 financial expense  1595 766
recognised directl y in equity
   2008 2007
   £000 £000
 effective portion of changes in fair value of cash flow hedges  258 —
   258 —
16123trafficmindd   39 16042009   1119 40   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
9  taxation
recognised in the income statement
   2008 2007
   £000 £000
overseas taxation
 current tax  85 35
deferred tax expense
 reduction in tax rate  — 72
 recognition of previously unrecognised tax losses  235 72
 total tax creditcharge in income statement  150 35
reconciliation of effective tax rate
   2008 2007
   £000 £000
 profit before tax  4806 4921
 tax using uk corporation tax rate of 2850 2007 30  1370 1476
 effects of
 nondeductible expenses  266 115
 other permanent adjustments  92 135
 nontaxable income  494 —
 tax losses used in the year not recognised in deferred tax  1633 1989
 tax losses carried forward not recognised in deferred tax  249 298
 total tax in income statement  150 35
with effect from 1 april 2008 the statutory rate of corporation tax changed to 28 as a result the standard rate of tax for the 
year ended 31 december 2008 was 285 being 30 from 1 january 2008 to 31 march 2008 and 28 from 1 april 2008 to 
31 december 2008
tax trading losses totalling £20018000 2007 £21300000 are available to carry forward against future taxable profits
notes forming part of the financial statements
continued
16123trafficmindd   40 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   41
16123 16042009 proof 10
our accounts our governance our business
10 earnings per share
basic earnings per share
the calculation of basic earnings per share at 31 december 2008 was based on the profit attributable to ordinary shareholders 
of trafficmaster plc of £4956000 2007 £4886000 and on the weighted average number of ordinary shares in issue during the 
year of 136486561 2007 136226171
weighted average number of ordinary shares
   2008 2007
   ‘000 ‘000
 issued ordinary shares at 1 january  136382 135599
 effects of shares issued in february 2007  — 114
 effects of shares issued in march 2007  — 264
 effects of shares issued in april 2007  — 189
 effects of shares issued in may 2007  — 60
 effects of shares issued in august 2008  105 —
 weighted average number of ordinary shares at 31 december  136487 136226
diluted earnings per share
the calculation of diluted earnings per share at 31 december 2008 was based on profit attributable to ordinary shareholders 
of £4956000 2007 £4886000 and weighted average number of ordinary shares diluted outstanding during the year of 
136657236 2007 136620609 calculated as follows
weighted average number of ordinary shares diluted
   2008 2007
   ‘000 ‘000
 weighted average number of ordinary shares at 31 december  136487 136226
 effects of shares options in issue  170 395
 weighted average number of ordinary shares diluted at 31 december  136657 136621
the calculation of diluted earnings per share assumes that all associated performance criteria are achieved in full
adjusted earnings per share
in order to provide a better understanding of the underlying trading performance of the group an adjusted earnings per share 
figure has been calculated which adjusts the profit attributable to ordinary shareholders for the items typically excluded from 
such calculation as the following table shows
   2008 2007
   £000 £000
 profit attributable to ordinary shareholders  4956 4886
 nonrecurring items  451 109
 equity settled sharebased payment expense  524 381
 amortisation of acquired intangible assets  247  247
 deferred tax movement  235  —
 adjusted profit attributable to ordinary shareholders  5943 5405
16123trafficmindd   41 16042009   1119 42   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
11  property plant and equipment
    fixtures
    fittings 
  freehold motor and infra
  building vehicles computers structure total
  £000 £000 £000 £000 £000
 cost
 at 1 january 2007 7173 403 5635 35237 48448
 acquisitions — 62 997 585 1644
 disposals —  89 949 1548 2586
 effects of movements in foreign exchange — 3 29 90 122
 at 31 december 2007 7173 373 5654 34184 47384
 at 1 january 2008 7173 373 5654 34184 47384
 acquisitions — 13 975 574 1562
 disposals —  79 94 — 173
 effects of movements in foreign exchange — 92 752 2288 3132
 at 31 december 2008 7173 399 7287 37046 51905
 depreciation
 at 1 january 2007 884 308 3884 30090 35166
 depreciation charge for the year 144 41 574 1144 1903
 reversal of impairment — — — 1489 1489
 disposals — 83 949 1548 2580
 effects of movements in foreign exchange  — 2 22 44 68
 at 31 december 2007 1028 264 3487 28153 32932
 at 1 january 2008 1028 264 3487 28153 32932
 depreciation charge for the year 144 45 805 1498 2492
 disposals — 77 94 — 171
 effects of movements in foreign exchange  — 61 579 1424 2064
 at 31 december 2008 1172 293 4777 31075 37317
 carrying amounts
 at 1 january 2007 6289 95 1751 5147 13282
 at 31 december 2007 6145 109 2167 6031 14452
 at 1 january 2008 6145 109 2167 6031 14452
 at 31 december 2008 6001 106 2510 5971 14588
the title over the freehold building has been assigned as security for the loan and overdraft facility in place at the balance sheet 
date as part of refinancing its working capital in february 2008 the group pledged all other fixed assets as security in the form 
of a floating charge as part of a cross guarantee with certain group companies 
at the end of 2007 the directors reviewed the impairment of the network of nationwide sensors and transmitters the 
infrastructure in the light of new revenue generating opportunities this relates in particular to the new contract for the supply 
of traffic information to the department for transport and strong performance of traffic information sales to our rdstmc 
customers the review was based upon the assets value in use and analysis of relevant discounted cash flows and resulted in 
the reversal of the initial impairment by £1489000 the estimate of value in use was determined using a discount rate of 8 
the amount of the impairment reversed relates to the consumer services business segment and was included as a credit within 
nonrecurring items in the income statement
notes forming part of the financial statements
continued
16123trafficmindd   42 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   43
16123 16042009 proof 10
our accounts our governance our business
12 intangible assets
    customer development
  goodwill licences relationships costs total
  £000 £000 £000 £000 £000
 cost
 at 1 january 2007 3369 148 — 17743 21260
 acquisitions through business combinations — — 743 — 743
 other acquisitions — internally developed — — — 3422 3422
 effects of movement in foreign exchange — 3 — 36 39
 at 31 december 2007 3369 145 743 21129 25386
 at 1 january 2008 3369 145 743 21129 25386
 acquisitions through business combinations 2312 — — — 2312
 other acquisitions — internally developed — — — 3858 3858
 effects of movement in foreign exchange — 55 — 1691 1746
 at 31 december 2008 5681 200 743 26678 33302
 amortisation
 at 1 january 2008 — 71 — 12531 12602
 amortisation for the year — 10 247 1427 1684
 effects of movement in foreign exchange — 1 — 15 16
 at 31 december 2007 — 80 247 13943 14270
 at 1 january 2008 — 80 247 13943 14270
 amortisation for the year — 10 248 2122 2380
 effects of movement in foreign exchange — 33 — 600 633
 at 31 december 2008 — 123 495 16665 17283
 carrying amounts
 at 1 january 2007 3369 77 — 5212 8658
 at 31 december 2007 3369 65 496 7186 11116
 at 1 january 2008 3369 65 496 7186 11116
 at 31 december 2008 5681 77 248 10013 16019
the amortisation charge for the year is included within administrative expenses in the income statement
impairment tests for the cashgenerating units containing goodwill
the following cashgenerating units have significant carrying amounts of goodwill
   2008 2007
   £000 £000
 business services  1699 1699
 consumer services  3982 1670
   5681 3369
16123trafficmindd   43 16042009   1119 44   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
12 intangible assets continued
the impairment tests for both cashgenerating units involved the determination of recoverable amounts based upon value in 
use calculations in the assessment undertaken in 2008 value in use was derived using discounted free cash flow projections 
based upon actual operating results the annual business plan and directors’ long term estimates based on past experience and 
external estimates related to market growth management estimates discount rates using the weighted average cost of capital 
of the group adjusted for risks specific to the cashgenerating units the key assumptions used are as follows
   business consumer business consumer
   services services services services
   2008 2008 2007 2007
 pretax discount rate   12 14 12 12
 year on year growth in free cash flows  2 2 6 6
 number of annual cash flows considered  5 5 5 5
in view of the headroom which exists cash flows for only five years have been used
the recoverable amounts for both cashgenerating units exceeded their respective carrying amounts at 31 december 2008
the directors believe that even in the current economic climate any reasonably possible change in the key assumptions on 
which the recoverable amounts are based would not cause the cash generating units’ carrying amount to exceed the recoverable 
amount 
13 investments subsidiaries
the principal companies in which the group’s interest at the year end is 20 or more are as follows
    class and  class and 
  country of principal of shares held of shares held
  incorporation activity 2008 2007
 subsidiary undertakings
 teletrac inc united states of america telematics ordinary 100 ordinary 100 
 trafficmaster telematics services ltd great britain  telematics ordinary 100 ordinary 100
 trackstar limited great britain telematics ordinary 100 ordinary 100
 eurowatchcentral ltd great britain telematics  ordinary 100 —
 eurowatchcentral norway as norway telematics ordinary 100 —
 telematica systems ltd great britain nontrading ordinary 100 ordinary 100
 trafficmaster developments ltd great britain nontrading ordinary 100 ordinary 100
 trafficmaster inc united states of america nontrading ordinary 100 ordinary 100
 trafficmaster usa inc united states of america nontrading ordinary 100 ordinary 100
 exflinsy ltd great britain nontrading ordinary 100 ordinary 100
 protechnica consultants ltd great britain nontrading ordinary 100 ordinary 100
 beacon company gmbh germany nontrading ordinary 100 ordinary 100
 yeoman group plc great britain nontrading ordinary 100 ordinary 100
 yeoman navigation systems ltd great britain nontrading ordinary 100 ordinary 100
 yeomancambridge plc great britain nontrading ordinary 100 ordinary 100
 trimex group ltd great britain nontrading ordinary 100 —
 trimex international ltd great britain nontrading ordinary 100 —
 globalwatch holdings ltd great britain nontrading ordinary 100 —
 globalwatch central ltd great britain nontrading ordinary 100 —
 jointly controlled entities
 travel news ltd  great britain nontrading ordinary 50 ordinary 50
notes forming part of the financial statements
continued
16123trafficmindd   44 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   45
16123 16042009 proof 10
our accounts our governance our business
14  lease prepa yment
    leasehold
    land
    £000
 cost
 at 1 january 2007   1507
 at 31 december 2007   1507
 at 1 january 2008   1507
 at 31 december 2008   1507
 amortisation
 at 1 january 2007   54
 amortisation for the year   7
 at 31 december 2007   61
 at 1 january 2008   61
 amortisation for the year   7
 at 31 december 2008   68
 carrying amount
 at 1 january 2007   1453
 at 31 december 2007   1446
 at 1 january 2008   1446
 at 31 december 2008   1439
during the year this asset has been pledged as security for the new bank facility see note 19
16123trafficmindd   45 16042009   1119 46   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
15  deferred tax asset
recognised deferred tax assets and liabilities
deferred tax assets and liabilities are attributable to the following
  
 assets liabilities net
  2008 2007 2008 2007 2008 2007
  £000 £000 £000 £000 £000 £000
 tax value of loss carryforward 
 recognised 1982 2454 — — 1982 2454
 tax value of accelerated capital 
 allowances — — 669 1376 669 1376
 net tax assets 1982 2454 669 1376 1313 1078
there are no temporary differences in 2008 or 2007 associated with subsidiaries and jointly controlled entities 
unrecognised deferred tax assets
deferred tax assets have not been recognised in respect of the following items
   2008 2007
   £000 £000
 accelerated capital allowances  907 —
 temporary differences  722 1939
 sharebased payment expense  4 45
 tax losses  3621 3703
   3440 5687
the group did not recognise deferred tax assets in respect of the above items on the basis that the future economic benefit is 
uncertain
movement in deferred t ax during the year  
  balance recognised recognised balance
  1 january  in in 31 december
   2008 income equity  2008
  £000 £000 £000 £000
 tax value of deferred tax asset recognised 1078 235 — 1313
  1078 235 — 1313
movement in deferred t ax during the prior year
  balance recognised recognised balance
  1 january in in 31 december 
   2007 income equity  2007
  £000 £000 £000 £000
 tax value of deferred tax asset recognised 1078 — — 1078
  1078 — — 1078
notes forming part of the financial statements
continued
16123trafficmindd   46 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   47
16123 16042009 proof 10
our accounts our governance our business
16 inventories
    2008 2007
   £000 £000
 raw materials and consumables  3728 3917
 finished goods for resale  8159 7383
   11887 11300
inventories to the value of £9271000 were recognised as expenses in the year 2007 £8320000 this includes the inventory 
writedown totalling £nil 2007 £298000 all inventories are expected to be recovered within 12 months of the balance sheet 
date
17 trade and other receivables
    2008 2007
   £000 £000
 other trade receivables and prepayments  40969 22223
   40969 22223
included within trade and other receivables is £17010000 2007 £7404000 expected to be recovered in more than 12 months
other trade receivables are shown net of the aggregate impairment allowance of £949000 in 2008 2007 £451000 based on 
past experience the group believes that no impairment allowance is necessary in respect of trade receivables not past due 
the movement in the allowance for impairment in respect of trade receivables during the year was as follows
    2008 2007
   £000 £000
 balance at 1 january   451 530
 impairment loss recognised  867 666
 impairment loss utilised  369 745
 balance at 31 december  949 451
the aging profiles of trade receivables that are not impaired at the year end were as follows
    2008 2007
   £000 £000
 not past due  32482 16737
 not more than one month past due  1927 834
 more than one but less than three months past due  675 515
 more than three months past due  732 1215
 balance at 31 december  35816  19301
the quality of the amounts that are neither past due nor impaired is considered to be good and the amounts are expected to be 
recovered in full this balance is managed in accordance with the procedures set out in note 26 
16123trafficmindd   47 16042009   1119 48   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
18 cash and cash equivalentsbank overdrafts
    2008 2007
   £000 £000
 bank balances  2619 —
 cash and cash equivalents  2619 —
 bank overdrafts  — 4051
 cash and cash equivalents in the statement of cash flows  2619 4051
19  other interest bearing loans and borrowings
    2008 2007
   £000 £000
 term loan  3333 4167
 revolving credit facility  7500 —
   10833 4167
the term loan relates to a £5m 7 year loan taken out on 14 march 2006 which is repayable in 24 equal quarterly instalments 
commencing from the first anniversary of the loan draw down the loan attracts a variable interest rate and is secured by a 
first legal charge over the freehold building and leasehold land a cross guarantee between certain group companies and a 
guarantee from a subsidiary of £5000000 this cross guarantee includes fixed charges over goodwill and uncalled share capital 
all intellectual property all trade debts and a floating charge over all other assets 
on 29 february 2008 the group signed a new three year £10000000 revolving multicurrency credit facility agreement this 
facility replaced a £7500000 shortterm facility the new facility is subject to floating rates of interest and is secured by a 
first legal charge over the freehold building and leasehold land a cross guarantee between certain group companies and an 
upstream guarantee from a subsidiary
during the year all financial covenants related to the group’s borrowings were satisfied 
of the total borrowing facilities available to the group the undrawn committed facilities available were as follows
   2008 2007
   £000 £000
 expiring in more than two years but not more than five years  2500  3449
 as at 31 december  2500 3449
20  trade and other pa y ables
    2008 2007
   £000 £000
 trade payables  6365 2376
 nontrade payables and accrued expenses  6763 3907
 deferred income — amounts falling due within one year  5056 3418
 interest payable  8 29
 derivatives used for hedging  258 —
   18450 9730
the fair values of trade and other payables are the same as the carrying amounts shown above all amounts relating to trade 
and other payables are expected to be settled within 12 months of the balance sheet date
notes forming part of the financial statements
continued
16123trafficmindd   48 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   49
16123 16042009 proof 10
our accounts our governance our business
21  deferred income
    2008 2007
   £000 £000
 deferred income — amounts falling due after more than one year  3463 1408
   3463 1408
22  provisions
 asset dismantling 
 obligation
   2008 2007
   £000 £000
 balance at 1 january   1505 1470
 discount applied to provision  35 35
 balance at 31 december   1540 1505
the group has made a provision for dismantling and removing the traffic infrastructure a network of nationwide sensors and 
transmitters in accordance with ias 16 because of the longterm nature of the liability the biggest uncertainty in estimating 
the provision is the timing and the cost that will be incurred in particular the group has assumed that the work will be carried 
out using technology and materials that are currently available the provision is classified as noncurrent
16123trafficmindd   49 16042009   1119 50   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
23  employee benefits
pension plans
the group does not operate a pension scheme for its employees it does however make contributions to the private pension 
arrangements of certain employees these arrangements are of the money purchase type and the total expense related to these 
arrangements was £411000 2007 £293000 
sharebased pa yments
the company has operated two share option schemes for several years a revenue and customs approved and an unapproved 
scheme a non hm revenue and customs approved share options scheme was introduced in june 2006 in 2007 two save as 
you earn saye share option plans were setup for the group’s employees in the uk and the us the terms and conditions of the 
grants are as follows whereby all options are settled by physical delivery of shares
 number of vesting contractual
grant dateemployees entitled instruments conditions life of options
 option grant to key management  
 at 16 october 2000 62112 see directors’ remuneration report on page 18 10 years
 option grant to key management and senior   
 employees at 25 october 2001 387692 see directors’ remuneration report on page 18 10 years
 option grant to key management and   
 senior employees at 5 april 2002 270000 see directors’ remuneration report on page 18 10 years
 option grant to key management  
 at 24 september 2002 80000 see directors’ remuneration report on page 18  10 years
 option grant to key management and   
 senior employees at 16 april 2003 130000 see directors’ remuneration report on page 18 10 years
 option grant to key management  
 at 17 september 2003 50000 see directors’ remuneration report on page 18  10 years
 option grant to key management  
 at 16 october 2003 110000 see directors’ remuneration report on page 18 10 years
 option grant to key management and   
 senior employees at 7 april 2004 185000 see directors’ remuneration report on page 18 10 years
 option grant to key management and   
 senior employees at 28 october 2004 497000 see directors’ remuneration report on page 18 10 years
 option grant to key management and   
 senior employees at 5 april 2005 405000 see directors’ remuneration report on page 18 10 years
 option grant to key management and   
 senior employees at 24 october 2005 400000 see directors’ remuneration report on page 18 10 years
 option grant to key management and   
 senior employees at 30 june 2006 3815000 see directors’ remuneration report on page 18 10 years
 option grant to key management and   
 senior employees at 20 april 2007 250000 see directors’ remuneration report on page 18 10 years
 option grant to key management and   
 senior employees at 5 november 2007 100000 see directors’ remuneration report on page 18 10 years
 option grant under saye  
 at 9 november 2007 234657 see directors’ remuneration report on page 18 10 years
 option grant under saye  
 at 3 december 2007 261970 see directors’ remuneration report on page 18 10 years
 option grant to key management and    
 senior employees at 11 april 2008 2370000  see directors’ remuneration report on page 18 10 years
 option grant to key management and    
 senior employees at 3 december 2008 300000 see directors’ remuneration report on page 18 10 years
 total share options 9908431
notes forming part of the financial statements
continued
16123trafficmindd   50 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   51
16123 16042009 proof 10
our accounts our governance our business
the number and weighted average exercise prices of share options is as follows
  weighted  weighted 
  average number average number
  exercise of exercise of
  price options price options
  2008 2008 2007 2007
 outstanding at the beginning of the year 5005p 8056487 4652p 8589848
 granted during the year 3796p 2920000 4787p 838751
 forfeitedlapsed during the year 8735p 818056 4811p 588329
 exercised during the year 2350p 250000 1043p 783783
 outstanding at the end of year 4408p 9908431 5005p 8056487
 exercisable at the end of the year 6165p 2576804 7385p 2552736
the options outstanding at 31 december 2008 have an exercise price in the range of 875p and 5635p and a weighted average 
contractual life of 8 years
the fair value of services received in return for share options granted are measured by reference to the fair value of share 
options granted the estimate of the fair value of the services received is measured based on the black–scholes model the 
following are the assumptions used in the model for the fair values of options granted in the year
  options granted 
    2008 2007
 weighted average share price  3796p 5446p
 weighted average exercise price  3796p 4787p
 expected life of the options  4 years 3 years
 expected volatility   47 47
 risk free interest rate based on government bonds  452 556
 expected dividends  £nil £nil
    
expected volatility is based on historical volatility measured over the most recent periods that commensurate with the expected 
term of the options
the total expense recognised within administration costs for the year arising from sharebased payments was as follows
    2008 2007
   £000 £000
 equity settled sharebased payment expense  524 381
   524 381
there is a potential deferred tax asset of £4000 arising from the sharebased payment expense in 2008 2007 £45000 this has 
not been recognised as the future economic benefit is uncertain
16123trafficmindd   51 16042009   1119 52   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
24  acquisition of subsidiary
on 21 july 2008 the group acquired the entire share capital of trimex group ltd and its subsidiaries collectively trading under 
the “eurowatch” brand for a deferred contingent consideration capped at £4750000 the consideration is payable over the next 
three years subject to the achievement of certain earnout criteria the directors believe that it is not probable that those criteria 
will be met in the current economic climate this transaction has been accounted for by the purchase method of accounting
   book value fair value
   £000 £000
 net assets acquired
 trade and other receivables  652 652
 cash and cash equivalents  20 20
 trade and other payables  2605 2605
   1933 1933
 goodwill   2312
 total consideration   379
 satisfied by
 directly attributable costs   379
    379
 net cash outflow arising on acquisition
 cash consideration   379
 cash and cash equivalents acquired   20
    359
the goodwill arising on the acquisition of trimex group ltd is attributable to the identified future operating synergies from the 
combination and the anticipated profitability of the distribution of the group’s products in new markets the latter not being able 
to be reliably measured at acquisition
the company has made a profit of £175000 since the acquisition date if this acquisition had been completed on 1 january 
2008 group revenues would have increased by £797000 to £56566000 and the group operating profit would have decreased by 
£774000 to £4888000
on 5 january 2007 the group acquired the remaining 50 share capital of its former joint venture trafficmaster telematics 
services ltd
   book value fair value
   £000 £000
 net assets acquired
 intangible assets  — 743
 trade and other receivables  773 773
 cash and cash equivalents  12 12
 trade and other payables  1102 1102
   317 426
 group share 50   213
 goodwill   197
 total consideration   16
 satisfied by
 directly attributable costs   16
    16
 net cash outflow arising on acquisition
 cash consideration   16
 cash and cash equivalents acquired   12
    4
notes forming part of the financial statements
continued
16123trafficmindd   52 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   53
16123 16042009 proof 10
our accounts our governance our business
a fair value adjustment of £743000 was made on acquisition to recognise an intangible asset related to the customer 
relationships acquired by the group negative goodwill of £197000 and amortisation related to the intangible asset of £247000 
was recognised in the income statement and included within administrative expenses 
25  capital and reserves
reconciliation of movement in capital and reserves
  share share other translation fair value retained  minority total
  capital premium reserve reserve reserve earnings total interest equity
  £000 £000 £000 £000 £000 £000 £000 £000 £000
 balance at 1 january 2007 6780 165 1973 1404 — 27582 35096 38 35058
 total recognised income 
 and expense — — — 337 371 4886 4920 — 4920
 sharebased payments — — — — — 381 381 — 381
 shares issued 39 43 — — — — 82 — 82
 capital contribution — — 275 — — — 275 — 275
 cancellation of minority interest — — — — — — — 38 38
 balance at 
 31 december 2007 6819 208 2248 1741 371 32849 40754 — 40754
 balance at 1 january 2008 6819 208 2248 1741 371 32849 40754 — 40754
 total recognised income 
 and expense — — — 8513 258 4956 13211 — 13211
 sharebased payments — — — — — 524 524 — 524
 shares issued 13 46 — — — — 59 — 59
 balance at 
 31 december 2008 6832 254 2248 6772 113 38329 54548 — 54548
share capital
 number of ordinary 
 shares of 5p each
    2008 2007
   ‘000 ‘000
 on issue at 1 january  136382 135599
 issued for cash  250 783
 on issue at 31 december — fully paid  136632 136382
    2008 2007
   £000 £000
 authorised share capital
 160000000 ordinary shares of 5 pence each  8000 8000
 allotted called up and fully paid 
 136632000 2007 136382000  ordinary shares of 5 pence each  6832 6819
 shares classified in shareholders’ funds  6832 6819
16123trafficmindd   53 16042009   1119 54   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
25  capital and reserves continued
the company has one class of ordinary shares which carry no right to fixed income the holders of ordinary shares are entitled to 
receive dividends as declared and are entitled to one vote per share at meetings of the company
share premium
share premium represents the excess of the price paid by shareholders on acquisition of shares over their nominal value
other reserves
the group accounted for the difference between the fair value and the nominal value of shares used as a purchase consideration 
in acquisitions within other reserves it also includes capital contribution of a third party to a jointly controlled entity
foreign exchange translation reserve
translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign 
operations since the date of transition to ifrss on 1 january 2005
fair value reserve
the fair value reserve includes the fair value increase on a previously owned interest acquired through stepped acquisitions 
and the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged 
transactions that have not yet occurred 
26  financial instruments
a capital risk management
the group manages its capital to ensure that entities in the group will be able to continue as going concerns while maximising 
the return to stakeholders through the optimisation of the debt and equity balance the capital structure of the group consists of 
debt which includes the borrowings disclosed in note 19 cash and cash equivalents and equity attributable to equity holders of 
the parent comprising issued capital reserves and retained earnings as disclosed in note 25
the group regularly reviews its capital structure and risk associated with each class of capital debt is primarily used for 
financing working capital and level of debt is determined through liquidity risk management the group does not set its target 
gearing ratio
gearing ratio
    2008 2007
   £000 £000
 debt  10833 4167
 cash and cash equivalents  2619 4051
 net debt  8214 8218
 equity  54548 40754
 net debt to equity ratio  015  1 020  1
the group is not subject to externally imposed capital requirements
b financial risk management
significant accounting policies
details of the significant accounting policies and methods adopted including the criteria for recognition the basis of 
measurement and basis on which income and expenses are recognised in respect of each class of financial asset financial 
liability and equity instrument are disclosed in note 1 of the financial statements
financial risk management objectives
financial risks include market risk including foreign exchange risk fair value interest rate risk and price risk credit risk 
liquidity risk and cash flow interest rate risk the group seeks to minimise the effects of these risks by developing and 
consistently applying board approved policies and procedures such policies and procedures are regularly reviewed for their 
appropriateness and effectiveness to deal with the changing nature of financial risks
notes forming part of the financial statements
continued
16123trafficmindd   54 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   55
16123 16042009 proof 10
our accounts our governance our business
the group meets its day to day working capital requirements through a revolving credit facility which is due for renewal in 
february 2011 the current economic conditions create uncertainty particularly over a the level of demand for the group’s 
products b the exchange rate between sterling and the us dollar with the consequences for the cost of the group’s raw 
materials and its us dollar denominated earnings and c the availability of bank finance in the foreseeable future
the group has considerable financial resources together with long term contracts with a number of customers and suppliers 
across different geographic areas and industries as a consequence the directors believe that the group is well placed to 
manage its business risks successfully despite the current uncertain economic outlook
further information regarding the group’s business activities together with the factors likely to affect its future development 
performance and position is set out in the financial review and the directors report 
foreign exchange risk
approximately 70 2007 73 of the group’s net assets are in currencies linked with the us dollar and are generated by a 
trading subsidiary in the us
exposure to foreign currency exchange risk on normal sales and purchases is minimised by trading in the foreign subsidiaries’ 
local currencies whenever possible the group also mitigates its foreign currency exchange risk by borrowing in foreign 
currency hence £75m of the group’s revolving credit facility at 31 december 2008 is denominated in us dollars 
the group is exposed to fluctuations in exchange rates on the translation of profits earned by its subsidiary in the usa these 
profits are translated at average exchange rates for the year which is an approximation to rates at the date of transaction 
cash flow and fair value interest rate risk
the group has no significant interestbearing assets and consequently its income and cash flows are largely independent of 
changes in market interest rates the group’s interest rate risk arises primarily from its borrowings in the form of bank loans 
and overdrafts mitigated by the effects of interest rates on cash balances borrowings at floating rates expose the group to cash 
flow interest rate risk there are no fixed rate borrowings therefore minimising the exposure of the group to fair value interest 
rate risk 
the group entered into a three year interest rate swap contract to hedge its interest rate risk exposure on the term loan as 
required by the underlying loan agreement the interest rate swap settles quarterly on a net basis
credit risk
credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the group 
management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis credit evaluations are 
performed on all customers requiring credit using information supplied by independent rating agencies where available the 
group also uses other publicly available financial information and its own trading records to rate its major customers
at the balance sheet date there were no significant concentrations of credit risks the maximum exposure to credit risk is 
represented by the carrying amount of each financial asset in the balance sheet
goods are sold subject to retention of title clauses so that in the event of nonpayment the group may have a secured claim 
the group does not require collateral in respect of trade and other receivables the group also manages its credit risk by 
transferring some of its us based receivables to finance companies on nonrecourse bases during the year the group’s  
exposure to credit risk increased mainly due to a decision to self fund some of its us based long term receivables
liquidity risk
liquidity risk is the risk that the group may not be able to meet its financial obligations as they fall due the group ensures that 
there are sufficient levels of committed facilities cash and cash equivalents to ensure that the group is at all times able to meet 
its financial commitments liquidity risk is managed by continuous monitoring of forecast and actual cash flows and matching 
the maturity profiles of financial assets and liabilities details in respect of the bank loan and facility are considered in note 19
the following table details the group’s remaining contractual maturity for its nonderivative financial liabilities the table has 
been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the group can be 
required to pay the table includes principal cash flows
16123trafficmindd   55 16042009   1119 56   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
26  financial instruments continued
 2008 2007
  effective     effective
  interest  0 to 3 4 to 12 over interest  0 to 3 4 to 12 over
  rate total mths mths 12 mths rate total mths mths  12 mths
   £000 £000 £000 £000  £000 £000 £000 £000
 bank overdrafts base15 — — — — base15 4051 4051 — —
 bank loan base13 10833 208 624 10001 base13 4167 4167 — —
 trade creditors 0 6365 6635 — — 0 2376 2376 — —
   17198 6573 624 10001  10594 10594 — —
fair values of financial instruments
fair value is defined as the amount at which a financial instrument could be exchanged in an arm’s length transaction between 
informed and willing parties and is calculated by reference to market rates discounted to current value where market values 
are not available fair values have been calculated by discounting cash flows at prevailing rates translated at year end 
exchange rates
the fair values together with the carrying amounts shown in the balance sheet are as follows
 
  carrying fair carrying fair
  amount value amount value
  2008 2008 2007 2007
  £000 £000 £000 £000
 trade and other receivables i 40969 39948 22324 21510
 cash and cash equivalents ii 2619 2619 — —
 bank overdraft — — 4051 4051
 loan iii 10833 10558 4167 4167
 interest rate swaps used for hedging iiii 258 258 — —
  32497 31751 14106 13292
i   f air value of trade and other receivables has been measured by discounting trade debtors receivable after more than 1 year 
using discount rate of 6
ii  of t he cash balances in 2008 of £2619000 2007 bank overdraft of £4051000 a cash balance of of £1233000 2007 bank 
overdraft of £4727000 is denominated in sterling and cash balance of £1396000 2007cash balance of £676000 in 
us dollars
iii   f air value of loans have been measured by comparing discounted cash flows using a discount rate of 6 and the existing 
terms of the loan against appropriate current market terms available from lenders
iiii  the fair value of interest rate swaps is based on broker quotes those quotes are tested for reasonableness by discounting 
estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar 
instrument at the measurement date
interest rates are floating rates for all above financial instruments determined by reference to the bank base rate plus a margin
notes forming part of the financial statements
continued
16123trafficmindd   56 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   57
16123 16042009 proof 10
our accounts our governance our business
currency exposure of financial assets and liabilities
included within trade payables at 31 december 2008 is £382000 2007 £nil of liabilities denominated in us dollars where the 
functional currency is denominated in sterling this liability is not hedged there were no other material assets or liabilities that 
are not denominated in the functional currency of the relevant operating company within the group
sensitivity anal ysis
in managing interest rate and currency risks the group aims to reduce the impact of shortterm fluctuations on the group’s 
earnings over the longterm however permanent changes in foreign exchange and interest rates would have an impact on 
consolidated earnings
at 31 december 2008 it is estimated that a general increase of two percentage points 2007 one in interest rates would 
decrease the group’s profit before tax by approximately £216000 2007 £77000
it is estimated that a general increase of twenty percentage points 2007 ten in the value of sterling against other foreign 
currencies would have decreased group’s profit before tax by approximately £556000 for the year ended 31 december 2008 
2007 decreased by £30000
in both cases the change from a decrease in rates is expected to be equal in size to the changes from an increase
27  operating leases
total future minimum lease payments under noncancellable operating lease rentals are payable as follows
    2008 2007
   £000 £000
 not later than one year  1065 1411
 later than one year and not later than five years  811 1080
 later than five years  — —
   1876 2491
the majority of the group’s operating lease commitments totalling £1249000 in 2008 2007 £1669000 relate to the hire of 
offices and infrastructure sites a network of paging transmitters and receivers mounted on tall buildings in urban areas in the 
us teletrac inc rents offices in six metropolitan cities across the us with the contracts that expire between four months and 
three years from the balance sheet date it also leases 87 infrastructure sites with the commitment ranges from one month to 
five years from the balance sheet date
the lease commitments in the uk relate to the group’s former headquarters building in milton keynes that expires in july 2009 
as well as noncancellable motor vehicles leases with expiry dates from two to thirty four months from the balance sheet date
total future minimum sublease payments expected to be received under noncancellable subleases at the balance sheet date 
are as follows
    2008 2007
   £000 £000
 not later than one year  70 140
 later than one year and not later than five years  — 70
 later than five years  — —
   70 210
the subleases relate to the former group’s headquarters building in milton keynes
the amount of lease payment expenses and sublease income are disclosed in note 3 and 4 respectively
16123trafficmindd   57 16042009   1119 58   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
28  contingent liabilities
details of guarantees given by the company on behalf of the group are given in note 46
during the year the company has settled its long standing legal dispute in germany related to the liquidation of its 90 owned 
subsidiary trafficmaster europe gmbh the company paid 500000 euros in full and final settlement of the claim which was 
significantly lower that the original claim value of approximately 28 million euros plus accrued interest 
29  management judgements and estimation uncertainties
in the process of applying the group’s accounting policies the directors have made the following estimates and judgements 
which have the most significant effect on the amounts recognised in the financial statements 
goodwill
the directors use their judgement to determine the extent to which goodwill has a value that will benefit the performance of the 
group over future periods to assist in making this judgement the directors undertake an assessment at least annually of the 
carrying value of the group’s capitalised goodwill using discounted cash flow forecasts to derive the “value in use” to the group 
of the capitalised goodwill in the assessment undertaken in 2008 value in use was derived from discounted five year cash flow 
projections using a year on year growth rate of 2 and discount rates relevant to the cost of capital adjusted for risks associated 
with the cashgenerating unit the projection period is in the opinion of the directors an appropriate period over which to view 
the future results of the group’s businesses for this purpose changes to the assumptions of discount rates growth rates 
expected changes to costs and selling prices used in making these forecasts could significantly alter the directors’ assessment 
of the carrying value of goodwill 
tangible fixed assets
it is group policy to depreciate tangible fixed assets on a straightline basis over their estimated useful lives this applies an 
appropriate matching of the revenue earned with the capital costs of production and delivery of goods and services a key 
element of this policy is the estimate of the useful life applied to each category of fixed assets which in turn determines the 
annual depreciation charge variations in asset lives could impact significantly group profit through an increase or decrease in 
the depreciation charge 
the directors use their judgement to determine the extent to which impairments previously booked continue to be relevant to 
assist in making this judgement the directors undertake an exercise to review such impairment provisions when they believe 
that economic conditions may have arisen to increase the impaired value of the asset in the assessment undertaken in 2008 
value in use was derived from discounted cash flow projections of the cash generating units over the remaining useful economic 
life of the impaired assets changes in the assumptions in discount rates and future projections used in this estimation could 
significantly alter the directors’ assessment of the carrying value of this asset
current asset provisions
in the course of normal trading activities judgement is used to establish the net realisable value of various elements of working 
capital principally inventory and trade receivables provisions are established for obsolete or slow moving inventories and bad 
and doubtful debts provisions are based on the facts available at the time and are also determined by using profiles based 
upon past practice applied to aged receivables and inventory categories in estimating the collectability of trade receivables 
judgement is required assessing their likely realisation including the current creditworthiness of each customer and related 
ageing of past due balances specific accounts are assessed in situations where a customer may not be able to meet its financial 
obligations due to deterioration of its financial condition credit ratings or bankruptcy 
notes forming part of the financial statements
continued
16123trafficmindd   58 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   59
16123 16042009 proof 10
our accounts our governance our business
29  management judgements and estimation uncertainties continued
deferred t axa tion
the group has recognised deferred tax assets in respect of unutilised tax losses account has been taken of future forecasts 
of taxable profit in arriving at the values at which these assets are recognised if these forecast profits do not materialise or 
change or there are changes in tax rates or to the period over which the losses might be recognised then the value of the 
deferred tax asset will need to be revised in a future period 
the group has losses and other timing differences for which no value has been recognised for deferred tax purposes in these 
financial statements these can arise in loss making companies in the group where the future economic benefit of these timing 
differences is not probable if trading or other appropriate profits are earned in future in these companies the timing differences 
may yield benefit to the group in the form of a reduced tax charge 
dismantling provision
in the uk the group has obligations to dismantle a network of nationwide sensors across numerous highways in the country 
at the point that this technology is no longer used this obligation is not expected to arise for a number of years and the costs 
are difficult to predict accurately particularly as such costs have never previously been incurred and estimates are based upon 
technology and resources currently available the directors have used their judgement to make a provision in the accounts for an 
appropriate amount for the likely cost of such dismantling 
 
research and development expenditure 
it is group policy to capitalise and amortise research and development expenditure whereby research findings are applied to a 
plan or design for the production of new or substantially improved products and processes if the product or process is technically 
and commercially feasible and the group has sufficient resources to complete development such expenditure is amortised 
over the period which the directors expect to obtain economic benefits this policy includes judgements regarding the initial 
recognition of the asset based upon market research and expected future net revenues it also includes estimations regarding 
the period of amortisation judgements regarding feasibility of such research and market demand could impact significantly on 
the initial recognition or subsequent carrying value of such expenditure variations in the estimated amortisation period could 
also impact significantly group profit through an increase or decrease in the amortisation charge
30  related parties
the group has a related party relationship with its subsidiaries and jointly controlled entities see note 13 transactions between 
group subsidiaries which are related parties have been eliminated on consolidation and are not disclosed in this note
all transactions with related parties were at arms length
there were no other reportable transactions with related parties during the year 
16123trafficmindd   59 16042009   1119 60   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
company balance sheet
as at 31 december 2008
  2008  2007
  notes £000 £000 £000 £000
 fixed assets
 intangible assets 33 5814  5106
 tangible assets 34 11990  12509
 investments 35 5739   5111
    23543  22726
 current assets
 stocks 36 9236  5764
 debtors due within one year 37 19651  1761
 other debtors due after one year 37 14757  30188
 debtors 37 34408  31949
 cash at bank and in hand  1091  —
    44735  37713
 creditors amounts falling due within one year 38  20074  14099
 net current assets   24661  23614
 total assets less current liabilities   48204  46340
 creditors amounts falling due after more 
 than one year 39  466  475
 provisions for liabilities  40   1540   1505
 net assets   46198  44360
 capital and reserves
 called up share capital 42  6832  6819
 share premium account 43  254  208
 fair value reserve 43  258  —
 profit and loss account 43  39370  37333
 equity shareholders’ funds   46198  44360
the board of directors approved these financial statements on 15 april 2009 and they were signed on its behalf by
tony eales tim coleman
chief executive group finance director
16123trafficmindd   60 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   61
16123 16042009 proof 10
our accounts our governance our business
company reconciliation of movements 
in shareholders’ funds
for the year ended 31 december 2008
   2008 2007
   £000 £000
 profit for the financial year   1513 7969
 issue of ordinary share capital   59  82
 credit in relation to sharebased payments   524 381 
 effective portion of changes in fair value of cash flow hedges  258 —
 net addition to shareholders’ funds  1838 8432
 opening equity shareholders’ funds    44360 35928
 closing equity shareholders’ funds  46198 44360
16123trafficmindd   61 16042009   1119 62   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
notes forming part of the financial statements
31  accounting policies
basis of preparation
the financial statements have been prepared in accordance with the companies act 1985 applicable uk accounting standards 
and under the historical cost accounting rules 
under section 408 of the companies act 2006 the company is exempt from the requirement to present its own profit and 
loss account
the company’s results are included in the consolidated financial statements of trafficmaster plc a company registered in the 
united kingdom 
the company has taken advantage of the frs 29 ‘financial instruments disclosure’ exemption not present in its own financial 
instruments disclosure
investments
in the company’s financial statements investments in subsidiary undertakings associates and joint ventures are stated at cost 
less any impairment in value 
tangible fixed assets and depreciation
depreciation is provided by the company in order to write off the cost less the estimated residual value of tangible fixed assets by 
equal instalments over their estimated useful economic lives as follows
leases and leasehold improvements — over the period of the lease 
fixtures fittings and computer equipment — 5 years
motor vehicles — 4 years
infrastructure — 7 years
freehold building — 50 years
leasehold land — 199 years
infrastructure relates to a network of nationwide sensors and transmitters that gather and distribute traffic data
operating leases
rentals under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease
research and development expenditure
development costs on clearly defined projects the outcome of which has been assessed with reasonable certainty are 
capitalised to the extent that their recovery can reasonably be regarded as assured and are amortised on a straightline basis 
over the shorter of the expected life of the product and five years other research and development expenditure is written off in 
the profit and loss account in the year in which it is incurred
pension costs
the company does not operate a pension scheme for its employees it does however make contributions to the private pension 
arrangements of certain employees these arrangements are of the money purchase type and the amount charged to profit and 
loss account represents the contributions payable by the company during the financial year 
sharebased pa yments
in accordance with frs 20’sharebased payments’ the share options are accounted for in the financial statements at their fair 
values at the grant date and charged to the profit and loss account over their vesting periods with the corresponding entries in 
reserves fair value is measured using the black–scholes model the issuance by the company to its subsidiaries of a grant over 
the company’s options represents additional capital contribution by the company to its subsidiaries an additional investment in 
the subsidiaries results in a corresponding increase in shareholder’s equity 
16123trafficmindd   62 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   63
16123 16042009 proof 10
our accounts our governance our business
revenue
revenue represents the amounts excluding value added tax derived from the provision of goods and services to third party 
customers in the course of the company’s ordinary activities revenue is measured at the fair value of consideration receivable 
taking into account any trade discounts and volume rebates on the following basis 
l  the sale of units is recognised on despatch or on the transfer of legal title
l  the sale of subscription services is recognised over the contract life and
l  the sale and delivery of information is recognised as the services are provided
the company sells certain products bundled with software upgrades and maintenance to be delivered over a predetermined 
period of time where possible these are considered as identifiable and separate components to which general revenue 
recognition criteria can be applied separately once the separate components have been identified the amount received or 
receivable from the customer is allocated based on the individual component’s fair value 
foreign currencies
transactions in foreign currencies are recorded at the rate of exchange ruling at the date of the transaction 
assets and liabilities denominated in foreign currencies are translated into sterling at rates prevailing at the balance sheet date 
differences arising from the translation at closing rates of loans to overseas subsidiaries foreign currency borrowings trading 
and other items are taken to the profit and loss account 
stocks
stocks are stated at the lower of cost and net realisable value
provisions
a provision is recognised in the balance sheet when the group has a present legal or constructive obligation as a result of a 
past event as it is probable that an outflow of economic benefits will be required to settle the obligation if the effect is material 
provisions are determined by discounting the expected future cash outflows at a pre tax rate that reflects current market 
assessments of the time value of money and  where appropriate the risk specific to the liability
dismantling
liabilities for dismantling costs are recognised when the group has an obligation to dismantle and remove a facility or an 
item of plant and to restore the site on which it is located and when a reasonable estimate of that liability can be made the 
amount recognised is the present value of the estimated future expenditure determined in accordance with local conditions and 
requirements a corresponding item of property plant and equipment of an amount equal to the provision is also created this is 
subsequently depreciated as part of the capital costs of the facility or item of plant 
taxation
the charge for taxation is based upon the result for the year and takes account of taxation deferred because of timing differences 
between the treatment of certain items for taxation and accounting purposes 
deferred tax is recognised without discounting in respect of all timing differences between the treatment of certain items for 
taxation and accounting purposes which have arisen but not reversed by the balance sheet date except as otherwise recognised 
by frs 19
net debit balances are recognised as assets only to the extent that they are expected to be recovered
16123trafficmindd   63 16042009   1119 64   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
31  accounting policies continued
financial assets and liabilities
financial assets and liabilities are recognised on the company balance sheet when the company becomes a party to the 
contractual provisions of the instrument 
financial assets and financial liabilities are accounted for in the financial statements as follows
l  financial assets or liabilities held for trading all derivatives other than hedging instruments and any other financial assets or 
liabilities designated at the time of initial recognition as “measured at fair value through the income statement” are stated at 
fair value and all changes in fair value are recognised immediately in the income statement
l  financial assets held to maturity are measured at amortised cost calculated using effective interest method
l  loans and receivables are measured at amortised cost calculated using effective interest method
l  financial assets available for sale are measured at fair value with gains and losses on remeasurement of these assets 
recognised directly in equity
l  other financial liabilities are measured at amortised costs using the effective interest method
the company does not use derivative financial instruments to hedge its exposure to foreign exchange or does it hold or issue 
derivative financial instruments for trading purposes the company’s principal financial instruments are borrowings for the 
purposes of funding operating activities 
as disclosed in note above the adoption of frs 25 and 26 has had no material impact on the measurement nor disclosures in 
these financial statements 
cash and short term deposits
cash comprises for the purpose of the cash flow statement cash in hand and deposits repayable on demand less overdrafts 
payable on demand
32 staff numbers and costs
the average number of persons employed by the company including executive and nonexecutive directors during the
 year was
   2008 2007
 infrastructure  19 19
 sales and administration  248 266
   267 285
the aggregate payroll costs of these persons were as follows
   2008 2007
   £000 £000
 wages and salaries  5991 6005
 sharebased payments  275 217
 social security costs  616 619
 pension costs  332 244
   7214 7085
details of directors’ emoluments are shown in the directors’ remuneration report on page 19 
notes forming part of the financial statements
continued
16123trafficmindd   64 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   65
16123 16042009 proof 10
our accounts our governance our business
33 intangible fixed assets
    development
    costs
    £000
cost
at 1 january 2008   17875
additions 2008   2239
at 31 december 2008   20114
amortisation
at 1 january 2008   12769
charge for the year   1531
at 31 december 2008   14300
net book value
at 31 december 2008   5814
at 31 december 2007   5106
capitalised development costs are not treated as a realised loss for the purpose of determining the company’s distributable 
profits as in the directors view they are assets that will result in future economic benefits arising from increased revenues 
 and related profits
16123trafficmindd   65 16042009   1119 66   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
34  tangible fixed assets 
  long
  leasehold  fixtures
  land and  fittings 
  freehold motor and infra
  building vehicles computers structure total
  £000 £000 £000 £000 £000
 cost
 at 1 january 2008 8679 140 3804 27929 40552
 additions — — 795 163 958
 disposals — 79 94 — 173
 at 31 december 2008 8679 61 4505 28092 41337
 depreciation
 at 1 january 2008 1088 130 2080 24745 28043
 charge for the year 151 8 648 668 1475
 disposals — 77 94 — 171
 at 31 december 2008 1239 61 2634 25413 29347 
 net book value
 at 31 december 2008 7440 — 1871 2679 11990 
 at 31 december 2007 7591 10 1724 3184 12509
all land and buildings relate to the head office at cranfield
the title over the freehold building has been assigned as security for the loan and overdraft facility as part of refinancing its 
working capital in february 2006 and february 2008 all other fixed assets were pledged as security in the form of a floating 
charge as part of a cross guarantee with certain group companies
the net book value of land and buildings comprises
    2008 2007
   £000 £000
 freehold buildings  6001 6145
 long leasehold land  1439 1446
   7440 7591
notes forming part of the financial statements
continued
16123trafficmindd   66 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   67
16123 16042009 proof 10
our accounts our governance our business
35 investments
    shares in
    group
    undertakings
    £000
 cost
 at 1 january 2008   33283
 additions   249
 acquisition of subsidiary   379
 at 31 december 2008   33911
 provisions
 at 1 january 2008   28172
 at 31 december 2008   28172 
 net book value
 at 31 december 2008   5739 
 at 31 december 2007   5111
details of the principal companies in which the company’s interest at the end of the year was 20 or more is disclosed in 
note 13
the addition to shares in group undertakings represents sharebased payments charge related to share options granted to 
employees of an existing wholly owned subsidiary
on 21 july 2008 the company acquired the entire share capital of trimex group ltd and its subsidiaries collectively trading 
under the “eurowatch” brand for a deferred contingent consideration capped at £4750000 the consideration is payable over 
the next three years subject to the achievement of certain earnout criteria the directors believe that it is not probable that 
those criteria will be met in the current economic climate this transaction has been accounted for by the purchase method of 
accounting
36  stocks
    2008 2007
   £000 £000
 raw materials and consumables  3728 3917
 finished goods for resale  5508 1847
   9236 5764
37 debtors
    2008 2007
   £000 £000
 trade debtors  1214 1226
 amounts owed by group undertakings  29939 29126
 deferred tax asset  1297 1062
 prepayments and accrued income  1958 535
   34408 31949
included within amounts due from group undertakings are debts due after more than one year amounting to £13460000 
2007 £29126000
the deferred tax asset is expected to be recovered after more than one year from the balance sheet date
16123trafficmindd   67 16042009   1119 68   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
notes forming part of the financial statements
continued
38 creditors amounts falling due within one year
    2008 2007
   £000 £000
 bank loans and overdraft  10833 9039
 trade creditors  4745 1628
 amounts due to group undertakings  615 307
 other taxes and social security  466 385
 accruals  1415 1281
 derivatives used for hedging  258 —
 deferred income  1742 1459
   20074 14099
the bank loan and the overdraft facility are secured by a legal charge on the freehold building and a cross guarantee with certain 
group companies
39 creditors amounts falling due after more than one year
    2008 2007
   £000 £000
 deferred income  466 475
   466 475
deferred income relates to subscriptions received from customers in respect of future journey management services
40  provision for liabilities 
a deferred taxation
    2008 2007
   £000 £000
 asset at 1 january  1062 1062
 chargecredit to the profit and loss account for the year  235  —
 asset at 31 december  1297 1062
the elements of deferred taxation are as follows
 amount provided amount unprovided
  2008  2007  2008 2007
  £000 £000 £000 £000
 accelerated capital allowance 669 734 — —
 shortterm timing differences — — 625 634
 sharebased payment expense —  4 45
  669 734 629 679
 less losses 1966 1796 720 1572
  1297 1062 1349 2251
the deferred tax asset relating to trading losses has been recognised on the basis that the losses are expected to be used 
against future trading profits in the next twelve months the economic benefit of which will be derived after more than one year 
from the balance sheet date
the deferred tax assets not recognised in 2007 and 2008 have not been recognised on the basis that the future economic benefits 
are uncertain
16123trafficmindd   68 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   69
16123 16042009 proof 10
our accounts our governance our business
40  provision for liabilities continued
b other provisions 
  asset dismantling
 obligation
   2008 2007
   £000 £000
 balance at 1 january   1505 1470
 discount applied to provision  35 35
 balance at 31 december   1540 1505
the company has made a provision for dismantling and removing the infrastructure a network of nationwide sensors and 
transmitters because of the longterm nature of the liability the biggest uncertainty in estimating the provision is the timing 
and the cost that will be incurred in particular the company has assumed that the work will be carried out using technology and 
materials that are currently available 
41  sharebased pa yments
the grants and related accounting treatment adopted by trafficmaster plc under frs 20 ‘sharebased payments’ are identical 
to that adopted by the group under ifrs 2 ‘sharebased payments’ for details refer to note 23
the company’s total expense recognised within administrative expenses for the year arising from sharebased payments was 
£275000 2007 £217000
there is a potential deferred tax asset of £4000 arising from sharebased payment expense in 2008 2007£45000 this has not 
been recognised as the future economic benefit is uncertain
42  called up share capital
   2008 2007
   £000 £000
 authorised
 160000000 ordinary shares of 5 pence each  8000 8000
 allotted called up and fully paid
 136632000 2007 136382000 ordinary shares of 5 pence each  6832 6819
there is a contingent right to allot a total of 9908431 2007 8056487 ordinary shares of 5p each currently under share options 
these options are exercisable if necessary performance criteria are satisfied at varying dates between the date of this report 
and 2018 the exercise prices range from £00875 to 5635p per share directors’ options are set out on page 20 of this report
  saye number number
   plan approved unapproved total
 at 1 january 2008 738751 597954 6719782 8056487
 granted — — 2920000 2920000
 forfeitedlapsed 242124 154600 421332 818056
 exercised — — 250000 250000
 at 31 december 2008 496627 443354 8968450 9908431
16123trafficmindd   69 16042009   1119 70   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
notes forming part of the financial statements
continued
43 reserves
  fair share
  value  premium profit
  reserve account and loss total
  £000 £000 £000 £000
 at beginning of year —   208   37333   37541
 profit for the financial year — — 1513 1513
 issue of ordinary shares —  46   —  46
 effective portion of changes in fair value of cash flow hedges 258 — — 258
 credit in respect of share based payments — — 524 524
 at 31 december 2008 258 254 39370 39366
44 financial commitments
  land and   land and
  buildings other buildings other
  2008  2008  2007 2007
  £000 £000 £000 £000
 a annual commitments under noncancellable operating leases
 operating leases which expire
 less than one year 130 3 60 40
 in the second to fifth years inclusive — 164 140 109
 over five years — — — —
  130 167 200 149
45  related party transactions
the company’s related party transactions are the same as disclosed for the group in note 30 on page 59 
46  contingent liabilities
the company is party to a cross guarantee with respect to the bank borrowings of certain group companies at 31 december 
2008 and 2007 the bank balances of the subsidiaries which are party to this guarantee were not overdrawn
during the year the company has settled its long standing legal dispute in germany related to the liquidation of its 90 owned 
subsidiary trafficmaster europe gmbh the company paid 500000 euros in full and final settlement of the claim which was 
significantly lower that the original claim value of approximately 28 million euros plus accrued interest
16123trafficmindd   70 16042009   1119 wwwtrafﬁ cmastercouk  trafficmaster plc   71
16123 16042009 proof 10
our accounts our governance our business
shareholders’ notes
16123trafficmindd   71 16042009   1119 72   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
shareholders’ notes
16123trafficmindd   72 16042009   1119 16123 15042009 proof 9
registered ofﬁ ce and advisors
registered office
martell house
university way
cranﬁ eld
bedfordshire  mk43 0tr 
registered number 2292714 
stockbrokers
canaccord adams ltd
cardinal place
7th floor
80 victoria street
london  sw1e 5jl
tel 0207 050 6500
auditors
kpmg audit plc
1 waterloo way
leicester  le1 6lp 
t el 0116 256 6000
 
solicitors
pinsent masons llp
1 park row
leeds  ls1 5ab
t el 0113 244 5000 
public relations
cubitt consulting
30 coleman street
london  ec2r 5al
t el 020 7367 5100
registrars
capita registrars
the registry
34 beckenham road
beckenham
kent  br3 4tu
t el 0870 162 3100
bankers
barclays bank plc
11 bank court
hemel hempstead  hp1 1bx
t el 01582 686271
16123trafficmcvrindd   6 16042009   1151 16123 15042009 proof 9
trafficmaster plc
martell house  university way  cranfield  bedfordshire  mk43 0tr
t 44 01234 759000  f 44 01234 759318  w wwwtrafﬁ cmaster couk
registered in england and wales 2292714  vat registered no gb 539 9704 95
trafficmaster plc
annual report and accounts 2008
16123trafficmcvrindd   1 16042009   1151


Summary:
 06   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
chief executive’s
statement 
we are pleased to report that overall group revenues of 
£558m and operating profit excluding nonrecurring items 
of £61m for 2008 were both 15 ahead of comparative 
performance in 2007 we continue to operate in two market
facing divisions focusing on businesses and consumers 
respectively our business services division is the larger 
of the two and accounts for 65 of group revenues 2007 
60 and 82 of group operating profit before corporate 
costs 2007 71 all of our businesses made significant 
operational improvements compared to the prior year and 
have exciting longterm prospects
business services
through our fleet director product our business services 
division offers customers in the us and the uk the ability 
to make significant operating efficiencies through a range 
of fleet tracking services overall divisional revenues were 
£364m up 26 on 2007 profitability improved with divisional 
operating profit of £68m being achieved up 25 on 2007 
operating profit margins remained constant at 19 as the 
benefits of economies of scale more than offset the additional 
investment in sales capabilities and particularly the launch 
costs of fleet director in the uk
in the us teletrac continued on the growth path established 
in recent years with doubledigit constantcurrency revenue 
growth we continued to invest in expanding the sales team 
and now have a direct sales presence in over 75 cities during 
2008 we established a major accounts sales team to focus on 
the specific opportunities offered by customers with larger 
vehicle fleets and have achieved notable success in this 
market building on the success of contract wins announced 
during 2008 we are delighted to announce that we have been 
selected to provide fleet tracking services to united road 
services the largest tow truck operator in the us
our partnership with ryder contributed to the growth 
experienced in the us following an extensive trial 
the rydesmart
®
 programme was launched to ryder’s 
customer base in 2008 rydesmart
®
 powered by teletrac 
allows ryder’s customers to benefit from the efficiency 
improvements offered by fleet director as well as an 
extensive range of additional valueadded services
2008 was the first full year of operation for fleet director in 
the uk and we achieved our aim of establishing a significant 
business in the uk fleet tracking market we have continued 
to develop our successful partnership with citroën under 
which we provide navigation and stolen vehicle tracking 
services as standard on relay berlingo and dispatch vans 
and can support the vehicle owner by providing a range of 
additional services with fleet director  since its launch 
fleet director has been chosen by several significant fleets 
including nottingham city homes liebherr south tyneside 
council and speedy hire plc 
we were delighted that our products received industry 
recognition during 2008 with trafficmaster being awarded 
technology of the year at the 2008 fleet van awards at the 
green fleet awards in october 2008 fleet director was 
awarded it and communications product of the year for 
its proven benefits in improving business performance 
finally we received the frost  sullivan award for product 
line strategy at the international excellence in automotive 
transport and design awards  
although global economic conditions deteriorated rapidly 
in 2008 we remain optimistic about the outlook for the 
business services division our fleet director service allows 
users to dramatically reduce fuel consumption and improve 
productivity of their assets at a time when all businesses are 
looking for efficiency improvements 
consumer services
our consumer service division offers a range of traffic and 
stolen vehicle tracking services to consumers and is also 
where we manage our emerging products activities revenues 
in 2008 were flat at £193m 2007 £195m whilst divisional 
operating profit fell 34 to £15m 2007 £22m margin in 
the year was temporarily held back by investment in startup 
costs for the stolen vehicle tracking programme with bmw 
our traffic business provides users with access to market
leading live traffic information through a range of different 
services in 2008 we had the first full year of new contracts 
with volkswagen audi vauxhall and saab 
16123trafficmindd   06 16042009   1117 our business our governance our accounts
wwwtrafﬁ cmastercouk  trafficmaster plc   07
16123 16042009 proof 10
 
“we have made signiﬁ cant 
progress in winning market 
share and have implemented 
signiﬁ cant operating 
efﬁ ciencies which should 
underpin performance in 2009 ”
y our questions answered   
what synergy is there between your business 
and consumer activities
both businesses are based on a common underlying technology 
platform which enable the group to maximise its return on 
investment in product development and support as well 
as operationally the group also beneﬁ ts from signiﬁ cant 
economies of scale from sharing a common platform
awards
we had a hugely successful year in 2008 and were delighted 
at the industry recognition received as well as local business 
acknowledgement awards received included the prestigious 
2008 green fleet award for it and communications product of 
the year for fleet director 
fleet director was also credited at the 2008 fleet van 
awards and awarded technology of the year for its advanced 
integrated driving solutions we received the frost  sullivan 
award for product line strategy at the international excellence 
in automotive transport and design awards
closer to home we won three major awards at the 2008 milton 
keynes and north bucks chamber of commerce business 
excellence awards we were judged overall winner as the most 
outstanding company entered into the chamber’s business 
excellence awards as well as business innovation of the year 
and business of the year 
our excellence is 
getting recognition
make driving 
better
16123trafficmindd   07 16042009   1117 08   trafficmaster plc  annual report and accounts 2008
16123 16042009 proof 10
we have continued to develop innovative ways of providing 
users with access to our highquality live traffic information 
including the launch of our new digital traffic service on the 
uk dab network in partnership with digital one
2008 was a good year for our stolen vehicle tracking 
business which made positive progress through market 
share gains during the year we launched our partnership 
with bmw through which we are bmw’s exclusive approved 
provider of vehicle tracking services in the uk
in july 2008 we acquired trimex group ltd which offers 
stolen vehicle tracking across more than 40 countries 
through its eurowatch service eurowatch has now been fully 
integrated within trafficmaster and is operating profitably 
with its stolen vehicle tracking relationships with jaguar 
landrover ge leasing and aston martin we now have 
a significantly increased presence and capability in the 
international stolen vehicle tracking market 
our emerging products developments are focused around 
nascent markets for which a robust revenue model has yet to 
be fully established all of the activities we undertake in this 
area are financed by external customers which allows us to 
leverage existing investments and work with customers and 
partners in establishing longterm commercial opportunities 
we were also pleased to have been selected by the uk’s 
department for transport to undertake a multiyear trial 
commencing in 2009 evaluating the technological elements of 
road pricing there is a significant international opportunity to 
develop and deploy roadpricing technologies in jurisdictions 
around the world and we are actively pursuing these 
opportunities in conjunction with partners
during 2008 we were disappointed that norwich union ended 
its pioneering payasyoudrive car insurance service in 
the uk which was enabled by trafficmaster technology 
this service allowed drivers to pay for insurance based on 
location time of day and age of driver  following on from this 
programme we are currently trialling a similar service with 
a significant usbased insurer and are actively progressing 
discussions with several other potential partners
outlook
our business services division has established a strong 
track record on both sides of the atlantic and momentum 
is continuing to grow the proven ability of our fleet 
director product to reduce costs and generate business 
efficiencies means that it remains an attractive service for our 
customers in times of economic uncertainty we have exciting 
opportunities to develop the business further and continue to 
invest in developing the product and expanding our sales and 
operating capability
the ongoing economic uncertainty is providing challenging 
trading conditions for the consumer services division 
however we have made significant progress in winning 
market share and have implemented significant operating 
efficiencies which should underpin performance in 2009 
since 2001 the group has successfully acquired and 
integrated teletrac yeoman and eurowatch demonstrating 
the management team’s strong track record of effective 
acquisitions we remain committed to acquiring businesses 
which have a clear strategic fit do not represent a high 
degree of risk and which can materially enhance the overall 
prospects of the group 
we are pleased to have delivered a strong performance 
in 2008 despite an increasingly difficult economic 
environment and although we expect 2009 to bring many 
challenges we believe that the group is in a strong position to 
continue its progress
tony eales
chief executive
chief executive’s
statement
continued
16123trafficmindd   08 16042009   1117 our business our governance our accounts
wwwtrafﬁ cmastercouk  trafficmaster plc   09
16123 16042009 proof 10
journey 
streamlining
we are pleased to have delivered a 
strong performance in 2008 despite 
an increasingly difficult economic 
environment and although we expect 
2009 to bring many challenges we 
believe that the group is in a strong 
position to continue its progress
y our questions answered   
how has the acquisition of eurowatch helped 
the group
the eurowatch service is the world’s leading international 
tracking and recovery service and enables our customers to be 
conﬁ dent that their assets can be tracked and recovered from 
over 40 countries 
y our questions answered   
are you missing out on opportunities in other 
geographic markets
although there are signiﬁ cant ﬂ eet tracking opportunities 
in countries where trafﬁ cmaster does not currently have 
a presence market penetration is relatively low through 
trafﬁ cmaster’s uk and us focus we are addressing 80 of 
the installed base of ﬂ eet tracking units and therefore have a 
unique strength in the most active markets we are continuing 
to monitor other markets closely however and will develop 
strategies for those markets as they become more attractive 
16123trafficmindd   09 16042009   1118