annual report  accounts 2003 ”
“
the group has had to confront unprecedented internal difficulties in
the usa against a background of the worst trading conditions in at least a
decade  with the aid of our advisers the group’s management has in the
space of four months drawn a line under the accounting issue committed
significant additional resources to strengthening the group’s finance
function conducted a full commercial review of the business and of its
balance sheet and negotiated renewed bank facilities with revised
covenants reflecting the current trading environment
the group is a half billion pound turnover business with leading positions in
each of its markets  it is once again ready to take advantage of its
significant operating leverage as and when economic conditions improve
the board regrets that the past year has been a difficult one for all the
company’s stakeholders but looks forward to making progress along the
road to recovery in the current year
henry staunton
ashtead’s nonexecutive chairman  1 financial highlights
2 chairman’s report
4 chief executive’s review
8 financial review
operational reviews
20  sunbelt
22  aplant
24  ashtead technology rentals
26 directors
27 advisers
28 directors’ report
31 corporate governance report
34 directors’ remuneration report
40 statement of directors’ 
responsibilities
41 auditors’ report
42 consolidated profit and loss 
account
43 consolidated balance sheet
44 company balance sheet
45 consolidated cash flow statement
46 notes to the financial statements
64 seven year history
64 senior management
65 locations
67 future dates
contents financial highlights
▼ loss before exceptional items goodwill 
amortisation and tax of £18m 2002 profit 
of £289m
▼ after exceptional charges of £314m
£168m of which related to prior years and 
£75m to advisory and commitment fees
the loss before tax was £422m 2002 – 
loss of £155m
▼ £683m increase in net free cash flow 
from 2002 outflow of £294m to 2003 
inflow of £389m
▼ net debt at 30 april of £6223m 2002  
£6753m at constant exchange rates
debt reduced by £212m in the year
▼ renewed banking arrangements agreed at 
30 may providing committed financing 
through january 2005
 net cash inflow from operating activities before exceptional
items less interest paid net capital expenditure and tax
 net bank debt the subordinated unsecured convertible loan
note finance lease obligations and non recourse funding
received under the accounts receivable securitisation
annual report  accounts 2003 results
the year to 30 april 2003 has been the most difficult since the
inception of the group in 1984  the effect of slowing economies
in the usa and the uk coupled with more difficult conditions in
the oil and gas sector made for challenging trading conditions
particularly against the background of uncertainty about war in
iraq  nevertheless all of this was manageable and was being
managed  what had not been anticipated was the admission in
early march by the financial controller of our us subsidiary
sunbelt rentals that he had been failing properly to reconcile a
number of balance sheet accounts  the effects of this admission
were immediate  on the following day the group had been due to
make representations and warranties as part of a normal rollover
of part of its debt facility  in the circumstances it was clearly
unable to do so and as a result was put in default of its banking
agreements
it was gratifying therefore to be able to announce on 2 june the
conclusion of the forensic examination and the renewal of our
banking arrangements until january 2005  as we noted in our
june statement “the group will
generate a significant amount of 
cash over the next two years and
the board expects to refinance 
the senior debt facilities well before
january 2005” 
the knock on effects of the events of march were significant in
both the usa and the uk but particularly the latter given the
group’s status as a uk public company  they are reflected in the
outcome for the year of a loss of £18m before exceptional items
goodwill amortisation and tax and in the scale of exceptional
charges incurred and a loss before tax of £422m  the prior year
impact of the us accounting issue was £94m  aplant has also
provided for the cost of the rationalisation of a number of its
businesses and for the centralisation of all of its uk accounting
and head office functions at warrington the total sum being
£74m  in addition the group has taken the opportunity to
review the method by which it estimates the likely cost of
incurred insurance claims in the usa by moving from a case by
case analysis carried out by appointed independent claims
handling agents to a more conservative actuarial estimate of the
likely total cost of the selfinsured risk  this has given rise to an
additional current year expense of £27m and to an exceptional
£74m charge relating to the brought forward balance  
total exceptional costs therefore amounted to £314m in the year
of which £168m relates to the year to 30 april 2002 and prior and
£75m to the cost of advisory and commitment fees in respect of
the successful renegotiation of the group’s debt facilities
costs relating to the successful legal action in the united states 
chairman’s report
annual report  accounts 2003
the group is a half billion pound turnover business with leading positions in each of its
markets it is once again ready to take advantage of its significant operating leverage as
and when economic conditions improve the board regrets that the past year has been a
difficult one for all the company’s stakeholders but looks forward to making progress
along the road to recovery in the current year of approximately £1m in total have been charged to the profit and 
loss account over the last two years and no credit has been
taken in this year’s accounts for the anticipated recovery of these
or in respect of the us15m of damages awarded to the
company by the north carolina business court as announced on
6 may 2003
dividend
it was with regret that the board in late march withdrew the
previously declared interim dividend but it was clearly essential
at that time to conserve resources  as announced in early june
resumption of dividends in future is dependent upon completion
of the refinancing anticipated before expiry of the existing
facilities in january 2005  an announcement on future dividend
policy will be made once that refinancing has been completed
staff
the group’s staff across the world have faced unprecedented
challenges in recent months in light of the uncertainty caused by 
the unexpected default under the bank facility  they have
responded magnificently and our thanks go to all of them
the board
finally our congratulations to philip lovegrove on being
awarded the obe in the queen’s birthday honours list
henry staunton
chairman
15 july 2003
ashtead group plc   3
● while it is impossible to determine precisely the trading effects
of the us accounting irregularities they undoubtedly had an
impact on the group’s performance in the last quarter  on a
constant currency basis total revenues for the year declined 2
and ebitda by 18  however the effect of the weak us dollar
increased these reductions to 8 and 23 respectively at
actual exchange rates and operating profit before exceptional
items and goodwill amortisation declined by 49 at actual rates
with similar percentage declines in each division  actions taken
to reduce the cost base included a reduction of 23 in the
number of uk branches and a reduction of 71 in group staff
numbers
sunbelt
sunbelt continued to take market share in the usa although
trading conditions were the most challenging for over a decade
these were exacerbated in the second half by the wettest
weather conditions on parts of the east coast since records
began  the maintenance of dollar revenues at last year’s levels
reflected maintained utilisation levels and the benefit of the
twentythree branches opened in the previous year and four in 
the first half of the current year  these benefits were offset by
increased pressure on rental rates  the 02 decline in
sunbelt’s dollar revenues compared with the collective decline of
6 in revenues reported by the top ten us equipment rental
companies in calendar year 2002  although cost reduction
measures were put in place the drag effect of the additional 27
branches reduced sunbelt’s profitability with its ebitda margin
chief executive’s review
having addressed a number of significant coinciding issues the board looks forward to
making progress on the road to recovery in the coming year the board is confident
that all three divisions will continue to be cash generative and that significant net free
cash flow will be generated in the coming year and beyond with an attendant reduction
in debt levels
annual report  accounts 2003
 before exceptional items and in 2002 excluding the prior year bet lease impact
 operating profit before exceptional items and goodwill amortisation  additionally in 2002 the sunbelt figures exclude the prior 
year bet lease impact
a reconciliation between these figures and the loss before tax for the year is given in the financial review on pages 8 to 11
divisional performance
revenues ebitda divisional profit
2003 2002 2003 2002 2003 2002
£m £m £m £m £m £m
sunbelt rentals 3491 3822 993 1305 329 626
aplant 1784 1870 489 602 79 145
ashtead technology 120 145 61 84 25 42
group central costs   42 47 42 47
5395 5837 1501 1944 391 766 falling to 284 341 and its divisional profit margin to 94
164
during the last quarter of the year sunbelt implemented the
leading it operating system in the us rental market  this will
facilitate improved efficiencies in customer service and cost
control through a supplier rationalisation programme in the
coming year  capital expenditure will also be kept under tight
control being concentrated on higher margin products as part of
a reconfiguration of the rental fleet
in recent months there has been a better balance between
supply and demand as major equipment disposal programmes
by our competitors appear to have been largely completed and
dollar revenues have continued broadly in line with those of a
year ago
aplant
as previously mentioned the knockon effect of the us
accounting problem had an adverse impact on aplant our uk
subsidiary as it damaged the confidence of customers and
suppliers  as a result the positive trend achieved in the first half
and beyond was reversed  full year ebitda margins were
274 322 while divisional profit margins fell to 44 78
during the year the integration of the four regional accounting
offices and the uk corporate and marketing office into our new
warrington facility was successfully completed on time and
within budget  aplant’s business was also restructured on a
product basis to give our specialist and tool hire shop
businesses a national presence and our general equipment
locations a greater focus
a national meeting of uk managers was held in june supported
by a number of key suppliers to confirm the successful outcome
of the banking discussions to share with them our strategy and
business plan and to brief them on a significant new incentive
programme with a view to increasing market share  the
ashtead group plc   5
➲ achievement of this goal has been enhanced by the impending
announcement of a 3 year preferred supplier contract with one
of the country’s largest contractors  the contract has a potential
value of several million pounds per annum
since the beginning of june there has been a steady increase in
the number and value of rental contracts towards the level of
early march
ashtead technology
the offshore oil and gas industry was particularly weak in
technology’s two principal markets aberdeen where the effects
were partially offset by serving customers in the west african
sector and houston  despite the slow us economy the
environmental business continued to trade well  costs and
capital expenditure were kept under tight control  recently we
have seen improvement in the offshore market and technology’s
management is more optimistic about the future than it has been
for some time
cashflow
the group generated a net free cash inflow in the year of
£389m a £681m turnround on the previous year’s outflow of
£292m  net debt at year
end was £6223m £530m
less than the previous year’s
£6753m  at constant
exchange rates the
reduction was £212m
capital expenditure was
limited to £855m down
from £1138m in the
previous year reflecting
economic conditions  £710m was spent on the equipment fleet
of which £584m was replacement expenditure and £126m for
expansion  the average age of the fleet at 30 april 2003 was a
fraction over four years in both the uk and the us but in the
us when the longerlife aerial work platform fleet is excluded
the average fleet age for the rest of the fleet reduces to slightly
below three and a half years  this means that the group retains
a relatively young fleet which is important at the current difficult
stage of the economic cycle  gains on disposal of fixed assets
were £27m up from £15m in the previous year
it is anticipated that capital expenditure in the coming year will
remain at similar levels but with a higher proportion spent in the
uk  significant net free cash flow is also expected
response to the us accounting issue
immediate action was taken in response to the us accounting
issue  sunbelt’s financial controller left the company  a
temporary replacement was installed who continues to provide
transitional support to a full time appointee who joined sunbelt
in may  a forensic investigation was undertaken by kpmg
reporting to the group and its banks  deloitte  touche was
also employed to assist the company in the production and
review of detailed business plans across the group  an
ambitious target date of the end of may was set for the
determination of the extent of the accounting problem and the
conclusion of discussions with the group’s bankers and the
delivery of a renewed bank facility  these deadlines were met
and an amended facility committed to january 2005 with
revised covenants reflecting current trading conditions was put
in place at the end of may
the audit of our financial statements has since been concluded
by pricewaterhousecoopers and a new senior group position
chief executive’s review
annual report  accounts 2003 ashtead group plc   7
director of financial reporting has been created and filled from
outside the group
outlook
there are some indications that the worst is over as far as the
economic cycle is concerned  us government statistics for our
principal market nonresidential construction show that after a
30 decline in the period march 2001 to september 2002 the
position has been stable for the last eight months  the
continued large investment in pfi work and the announcement
of a significant roadwidening programme by the uk government
are signs of encouragement as aplant continues to develop its
major account programme  the offshore market particularly
that in houston has picked up in recent months after a slow
period
the equipment rental industry tends to lag the economic cycle
making it prudent to be cautious  having addressed a number
of significant coinciding issues the board looks forward to
making progress on the road to recovery in the coming year
the board is confident that all three divisions will continue to be
cash generative and that significant net free cash flow will be
generated in the coming year and beyond with an attendant
reduction in debt levels  the group remains a half billion pound
business with market leading positions which offer significant
operating leverage as market conditions improve
george burnett
chief executive
15 july 2003
● in the table above divisional performance excludes the prior year
element of the change in treatment of acquired bet leases
because this provides a better comparison between periods  in
addition certain costs previously allocated across the operating
divisions are now presented separately as this in conjunction
with the exclusion of exceptional items and goodwill
amortisation better reflects underlying divisional performance
in the discussion of divisional performance below reference is
made in each case to the divisional profit unless otherwise
financial review
annual report  accounts 2003
profit  loss account
revenues
group revenues of £5395m 2002  £5837m were significantly impacted by the weak us dollar  at constant exchange rates the
decline in group revenues was 2 significantly less than the 8 decline at actual rates  sunbelt’s revenues declined from £3822m
to £3491m when measured in sterling but by only 02 in us dollars from 5483m to 5470m  aplant’s revenues declined 46
from £1870m to £1784m reflecting competitive markets and the decision a year ago to withdraw from certain low return activities
ashtead technology revenues reduced from £145m to £120m reflecting lower activity levels in its offshore markets in the north sea
and gulf of mexico
 net bank debt finance lease obligations and convertible loan plus funding received under the debtors securitisation and 
deferred taxation
revenues profit net assets
2003 2002 2003 2002 2003 2002
£m £m £m £m £m £m
restated
sunbelt rentals 3491 3822 329 626 5821 6525
aplant 1784 1870 79 145 2186 2455
ashtead technology 120 145 25 42 113 129
group central costs   42 47  
central items     6510 7164
5395 5837 391 766 1610 1945
interest 409 495
lossprofit before exceptional items goodwill
amortisation prior year bet lease impact  taxation 18 271
prior year bet lease impact  18
lossprofit before exceptional items goodwill  tax 18 289
exceptional items 314 356
goodwill amortisation 90 88
loss before tax 422 155
divisional performance stated as the operating profit before exceptional items goodwill
amortisation central costs and as discussed above the prior
year element of the change in bet lease treatment divisional
margins are also discussed on the same basis  
total divisional profit including group central costs declined by
49 from a restated £766m to £391m  at constant rates of
exchange the reduction was 45
on the same basis sunbelt’s divisional profit declined 47 in
sterling at actual rates of exchange but by 43 in us dollars
with the remaining 4 decline being due to the weaker us
dollar  this decline reflected a reduction in sunbelt’s divisional
profit margin from 164 to 94 largely due to reductions in
rental rates caused by the competitive operating environment
during the current us economic slowdown and cost growth as
the new stores opened in 2002 matured  equipment utilisation
was at similar levels to the equivalent period a year earlier
aplant’s divisional profit declined 46 with its divisional profit
margin falling from 78 to 44  this decline reflected
continued competitive conditions in its principal markets
technology’s divisional profit declined 40 in line with the
revenue fall in its key offshore markets but its divisional profit
margin remains the highest in the group at 208 2002 –
290
net assets employed reduced over the year reflecting the ageing
of the rental fleet by an average of seven months in the year to
49 months at yearend
ashtead group plc   9
➲ the gain on sale of fixed assets in the ordinary course of trading
this year was £27m compared with £15m in the previous year
staff costs
staff costs constitute the largest single expense of the business
and rose 05 to £1950m 2002  £1940m  the average
number of employees in the year reduced from 6393 to 6386
with 6078 on the payroll at 30 april 2003 2002 6545  staff
costs include profit share of £59m 2002  £90m
ebitda before exceptional items
ebitda before exceptional items which is not an accounting
measure under gaap but is presented here because it is an
important measure of performance utilised in the bank
covenants under the company’s senior debt facility may be
reconciled to the loss before tax for the year as follows
adjusted ebitda declined by 23 in the year reflecting both a
reduction in ebitda margins from 333 to 278 and the
impact of the weak us dollar which meant that sunbelt’s 2003
ebitda before exceptional items was some £91m less than it
would have been if measured at the rates of exchange which
prevailed during 2002  at constant rates of exchange the
reduction in ebitda before exceptional items was 18
net interest payable and similar charges
bank interest payable relates primarily to the interest payable on
the variable rate secured bank facility  interest was payable
under this facility until march at an average premium of 250
basis points over three month libor for the currency in which
the loan is drawn  thereafter an additional default interest
premium of 1 applied totalling £04m which is included in
exceptional costs
financial review
annual report  accounts 2003
depreciation charge rental equipment other assets total 2002
£m £m £m £m
sunbelt rentals 622 42 664 710
aplant 371 39 410 457
technology 34 02 36 42
1027 83 1110 1209
exceptional impairment 50 08 58 
1077 91 1168 1209
depreciation and gain on sale of fixed assets
2003 2002
£m £m
loss before tax 422 155
interest payable 409 524
exceptional items 314 356
goodwill amortisation 90 88
depreciation excluding exceptional 
impairment 1110 1209
ebitda before exceptional items 1501 2022
less amount relating to prior year 
bet lease impact  78
ebitda excluding prior year 
bet lease impact “adjusted ebitda” 1501 1944
2003 2002
£m £m
bank and finance interest payable net 332 419
accrued interest and amortisation on 
convertible loan note 77 76
409 495
prior year bet lease interest  29
exceptional costs 19 30
428 554 interest on us250m of this bank debt has been fixed at
6825 by three year forward interest rate agreements entered
into in august 2000  the impact of these swaps is recognised
rateably over their life as part of bank interest payable with the
amount recognised in the year totalling £84m 2002  £63m
the average borrowing rate experienced during the year on bank
borrowings  was approximately 6 2002  7 reflecting
predominantly lower us interest rates
interest is payable on the £134m subordinated convertible loan
note due 2008 held by rentokil initial plc at a fixed rate of
525 per annum £70m annually and also includes a further
annual noncash charge of approximately £06m representing
the amortisation over the life of the loan note of the difference
between its fair value at date of issue and its £134m redemption
value  rentokil initial plc agreed in may 2003 to defer receipt of
the semiannual interest payments due on this facility
commencing with the payment due on 31 march 2003 until the
earlier of the date on which the company’s secured bank facility
is refinanced and 31 january 2005  this interest will however
continue to be accrued in the accounts
exceptional interest costs in 2003 comprise the 1 default
interest payment discussed above together with the fees paid in
march and april to certain members of the bank group
exceptional interest costs in the previous year comprised
variation fees payable in connection with the covenant
amendments agreed in that year
lossprofit before exceptional items goodwill
amortisation prior year bet lease impact and tax
reflecting the reduction in divisional profit there was a loss for
the year before exceptional items goodwill and tax of £18m
2002 – profit of £271m before the prior year bet lease impact
of £18m  this loss is stated after applying the new estimation
method for self insured costs see exceptional items below
application of the new estimation method increased the
provisions made for self insured costs in the current year by
£27m meaning that a profit of £09m before exceptionals and
goodwill amortisation would have been reported had the
estimation basis not been changed
exceptional items
details of the principal current year exceptional items are as
follows
the final prior year impact of the us accounting issue was
£94m of which an estimated £49m relates to the 20012
financial year and £45m to earlier years  the adjustment is
comprised of the following errors in the balance sheet at 30
april 2002 1 an overstatement of fixed assets by £24m 2
an understatement of debt by £14m and 3 an
understatement of trade creditors and accruals by £56m
significant enhancements have been made to the controls at
sunbelt in light of the accounting problems
the method used to estimate the provision required in
relation to the self insured element of the group’s us
insurance programme has been changed in the year from
the previous case by case estimates by the appointed
ashtead group plc   11
➲ 2003 2002
£m £m
prior year impact of the us accounting issue 94 
brought forward impact of change 
in estimation method for us self insurance 74 
advisory and other fees relating to the 
company’s debt facilities 75 
uk business rationalisation 74 
profitloss on disposal of fixed assets 03 326
exceptional interest costs  30
314 356
● ● independent claims handling agent to an actuarial estimate
of the likely total cost of the self insured retained risk based
on previous years’ experience adjusted for cost inflation and
business growth  the impact of this change is described
more fully in the financial statements  the increase in the
amount that would have been provided at 30 april 2002
under the new estimation basis over the amount which was
actually provided last year is £74m which is reported as an
exceptional item resulting from the adoption of the new
basis for estimating the liability
advisory and other fees relating to the company’s debt
facilities comprise principally the professional advisory costs
incurred in resolving the defaults under the company’s debt
facilities resulting from the revelation of the us accounting
issue together with fees paid to debt providers  all these
costs have been accounted for in the year ended 30 april
2003 save for fees which only became payable conditional
on execution of the agreements resolving the defaults which
occurred on 30 may 2003  under frs 12 these fees
totalling an additional £68m £29m of which has since been
paid and £39m which will be payable at the time the
forthcoming refinancing is completed are required to be
accounted for as exceptional items in 20034 as they only
become due in that financial year  this caption also includes
£04m of default interest cost
uk business rationalisation relates to the cost of aplant’s
rationalisation of a number of its businesses and to the
centralisation of all of its uk accounting and head office
functions at warrington  following a strategic reassessment
23 profit centres were closed in the second half under the
programme announced in january primarily relating to areas
where aplant was geographically overrepresented  this
major closure programme was the first large scale
withdrawal from individual locations undertaken with
previous profit centre closures having been the combination
of two profit centres at the same site under a single
manager additionally aplant’s previous four regional
accounting centres were all shut and their functions
migrated to the new centre at warrington £10m of the total
cost relates to vacant property rental costs which will only
be paid in future periods  
loss before tax
after the above exceptional items the loss before tax for the
year was £422m 2002 – loss of £155m
taxation
reflecting one of the benefits of the capital intensive nature of
the group’s operations the  current tax charge continues to be
low at £03m  no significant current tax payments are expected
in the foreseeable future due to the continuing availability of tax
losses in the us and unclaimed tax depreciation in the uk and
to ongoing benefits arising from the structure of the bet usa
acquisition
the total tax credit for the year is £90m 2002 – credit of
£192m and predominantly represents deferred tax credits
arising in the united states  the group remains in a net
deferred tax loss position in the uk and is consequently unable
to recognise any credit for its uk tax losses  this inability to
take credit for the uk tax loss position explains why the overall
effective tax rate based on pre goodwill profits of 271 is
less than the uk statutory rate of 30  for the same reason the
overall effective tax rate will remain volatile in future dependent
on the profit mix between the uk and the us
earnings per share
the basic loss per share computed by reference to the frs 3
financial review
annual report  accounts 2003
● ● 2003 2002
expansion replacement total expansion replacement total
£m £m £m £m £m £m
sunbelt 113 345 458 308 362 670
aplant  224 224 106 161 267
technology 13 15 28 34 09 43
126 584 710 448 532 980
loss was 103p per share 2002 – profit of 11p per share  the
loss per share computed on the pretax loss before exceptional
items and goodwill amortisation less a notional 30 per cent tax
credit was 04p per share 2002 – eps of 62p per share  this
additional measure of earnings per share is presented as the
directors believe that to do so is helpful to users of the
accounts
dividend
no dividend is recommended in respect of the year 2002 – total
dividend of £113m at 35p per share  as announced on 2 june
2003 resumption of dividend payments is dependent on the
completion of a refinancing of the company’s senior debt facility
balance sheet
fixed assets
total additions to fixed assets in the year were £855m 2002  £1138m of which £710m 2002  £980m was spent on rental
equipment as follows
capital expenditure in the year was restricted in light of the
difficult market conditions faced by all of the group’s three
divisions  the group has been able to lower capital expenditure
in this way without harming the business because it entered the
slow down with a young rental fleet  at 30 april 2003 the
average age of the fleet was 49 months
in the coming year the group currently anticipates that capital
expenditure will again fall below the level of the depreciation
charge and will amount to approximately £80m  this will still be
sufficient to complete a significant replacement programme and
will result in the fleet ageing by between six and seven months
by 30 april 2004
current assets
stocks of resale items parts and consumables reduced by 10
to £116m 2002  £129m and trade debtors and prepayments
excluding nonrecourse financing received under the accounts
ashtead group plc   13
➲ receivable securitisation discussed further under cash flow and
net debt below were 5 lower at £1043m 2002  £1107m
debtor days for the group were 60 days at 30 april 2003 2002 –
58 days  the bad debt charge as a percentage of turnover was
16 2002  14
trade and other creditors
group creditor days declined from 135 days at 30 april 2002 to
115 days at 30 april 2003 reflecting lower capital expenditure
levels  suppliers continue to be paid in accordance with the
individual payment terms agreed with each of them  the total
amount payable within trade creditors bills payable and accruals
at 30 april 2003 relating to the purchase of rental equipment is
£333m 2002  £607m
litigation
the north carolina business court issued a ruling in may 2003
provisionally awarding sunbelt rentals damages of 5m tripled
under state law to 15m in a dispute with head  engquist  the
events subject to litigation date back to december 1999 prior to
the acquisition of bet usa by the company when the former
president of its bps division joined head  engquist as
president of their aerial work platform division and over the
subsequent six months led the recruitment of over 100 former
bps staff in a concerted raid on bps’s business and staff  
subsequent to the court ruling
head  engquist which is
registered with the sec
announced that it had booked
a provision of 17m against the
litigation and related costs and
that it had amended its bank
facility to avoid breaching its covenants as a result of this
charge  it also announced that it intended to appeal the ruling
when finalised by the court which is expected in late summer or
early autumn 2003  all litigation costs totalling over £1m have
been expensed by the company since july 2000 when the
action was commenced
cash flow and net debt
net cash inflow from operations before exceptional items
reduced 22 to £1573m 2002  £2020m  this reflected good
control of working capital particularly receivables throughout
the year  exceptional items paid in the year were £44m
interest paid in the year excluding exceptional costs and in
2002 prior year bet lease impact fell to £414m 2002  £462m
and there was a small tax refund of £07m 2002 – payment of
£07m  cash payments to acquire fixed assets virtually halved
from £2033m to £1071m reflecting the impact of the active
ageing of the fleet undertaken in the past two years
proceeds from the sale of fixed assets decreased from £392m
to £294m but as reported a year ago last year’s total included
two special nonrecurring items  excluding these items last
year’s disposal proceeds totalled £266m so this year’s £294m
represents a good result given the lower level of new
expenditure
net debt
financial review
annual report  accounts 2003
2003 2002
£m £m
net bank debt 4126 5150
nonrecourse finance under 
debtors securitisation 575 
finance lease obligations 224 306
4925 5456
525 unsecured convertible loan note
due 2008 1298 1297
total net debt 6223 6753 aided by the weak us dollar total net debt levels which we and
our bankers define to include nonrecourse funding received
under the accounts receivable securitisation fell to £6223m
2002  £6753  measured at constant 30 april 2003 exchange
rates total net debt was reduced in the year by £212m
further significant debt repayments are expected in both 20034
and 20045
bank loan facilities
the group’s principal bank facility is the committed secured
multicurrency loan facility entered into at the time of the bet
acquisition on 1 june 2000  interest is payable on this facility at
variable rates linked to underlying market rates traded in the
london interbank market  
at 30 april 2003 £4179m 2002  £5067m was drawn under the
facility with the remainder of the commitment £425m undrawn
the effects of the surprise disclosure by sunbelt’s financial
controller in early march that he had been failing properly to
reconcile a number of balance sheet accounts proved
immediate  on the following day the group was due to make
representations and warranties as part of a normal rollover of
part of its debt facility  in the light of the disclosure of the
inaccuracies in sunbelt’s reported accounts it was impossible
for these representations to be made and as a result the group
was put in default of its banking agreements
following the amendment to the bank agreement agreed on 30
may 2003 resolving the defaults the facility now terminates on
28 january 2005 four months earlier than the previous revolver
termination date of 31 may 2005  amortisation of the facility
prior to repayment now comprises
50m reduction in revolver commitment at 31 may 2003
which was effected by cancellation of part of the undrawn
revolver commitment referred to above plus the usual 1
375m term loan amortisation on the same date
a further 50m of reduction in revolver commitment at 31
may 2004 which is to be effected by cancelling the
remaining undrawn revolver commitment of 18m and 32m
payable from cash generation over the coming year  the
company has also agreed with the bank group not to use
the 18m undrawn revolver commitment in the period prior
to its expiry and
additionally at 31 may 2004 the company has now
committed to make a 28m amortisation payment to the term
loan holders so as to provide them with the same pro rata
paydown in 2004 as the revolver banks are due to receive
to the extent that cash is generated from transactions outside
the normal course of business prior to 31 may 2004 all or part
amortisation payments due at that date will be accelerated and
funded from such proceeds as they are received
the facility is secured by means of fixed and floating charges
over substantially all of the group’s assets  under the terms of
the facility the group is required to demonstrate compliance
with certain financial covenants comprising the ratios of ebitda
to interest and to senior and total debt levels the ratio of debt
levels to the value of tangible assets a maximum capital
expenditure commitment and a minimum cash flow requirement
on a quarterly basis  these ratios were reset at the time the
banks waived the defaults resulting from the revelation of the us
accounting issue and the board is satisfied that they provide the
appropriate financial flexibility
interest is now payable on borrowings under the facility at 300
basis points above libor  this margin was increased from the
average 250 basis point margin which applied prior to the default
ashtead group plc   15
➲ ● ● ● the group also has a secured but uncommitted bank overdraft
line provided alongside the main secured facility as well as
various customary ancilliary facilities  at 30 april 2003 £48m
was outstanding under the overdraft facility leaving £62m
undrawn  subsequently written confirmation was received from
the provider of this facility indicating their intention to continue to
make it available until january 2005 so long as the quarterly
financial covenants under the main bank facility are met
the board considers that the
renewed facilities provide
adequate funding for the
group and that the anticipated
future cash generation
together with current cash
balances and undrawn amounts are sufficient to meet the
agreed facility reductions
the board intends to refinance the existing bank facilities well
before their expiry in january 2005  in light of the significant
cash generation this year and that which is expected in the
forthcoming two years the board expects that it will be able to
complete the necessary refinancing before the existing facilities
expire
accounts receivable securitisation
on 14 june 2002 the company and certain of its subsidiaries
completed a rolling £60m accounts receivable securitisation with
banc of america securities  under the securitisation programme
the group receives nonrecourse funding secured against its uk
and us receivables  
the securitisation programme contained a cross default clause
with the effect that from 13 march 2003 the securitisation
provider could have ceased to purchase future receivables  in
practice however the programme was continued throughout the
period of default and banc of america agreed on 30 may 2003
to waive its cross default rights and to recommit the
securitisation until 28 january 2005  a funding charge of libor
plus 200 basis points now applies to amounts received under
the securitisation previously libor plus 135 basis points
525 secured convertible loan note due 2008
part of the consideration for the bet usa acquisition was
satisfied by the issue of the £134m nominal value 525
unsecured convertible loan note due 2008 which is currently
held by the vendor rentokil initial plc “rentokil”  no interest
was payable on this loan note in its first year of issue but from 1
june 2001 it has borne interest at a fixed discounted rate of
525 per annum  it is convertible into 893m ordinary shares at
any time after 1 june 2001 at the holder’s option giving an
effective conversion price of 150p per share and is repayable at
par in june 2008 if not previously converted  the company’s
consent is required for any transfer of the convertible loan which
would result in the transferee holding on conversion ten percent
or more of the company’s share capital 
additionally certain orderly marketing restrictions also apply to
ordinary shares issued through conversion
under the terms of the inter creditor agreement executed in june
2000 between the senior banks rentokil and the company
rentokil had agreed that the banks would have the right to issue
a notice preventing the company from making an interest
payment to rentokil in circumstances where there was a default
under the senior credit agreement  rentokil had also agreed
that in the event of such a notice being issued it would not be
able to take any action against the company for a minimum
period of 180 days  on 31 march 2003 the banks issued the
relevant notice with the result that the company did not make
financial review
annual report  accounts 2003 the £35m interest payment due to rentokil on that day
subsequently agreement was reached with rentokil to defer
both this payment and all subsequent payments due up to
january 2005 a total of £14m until the earlier of the point at
which the company refinances its existing senior debt facilities
and 31 january 2005
pensions
the group operates pension plans for the benefit of its
employees and made contributions totalling £38m to these
plans in the year  except for the old uk plan which now covers
approximately 500 uk employees out of the uk total of 2350
and plans affecting two directors these plans are defined
contribution plans
the last triennial valuation of the existing uk defined benefit plan
as at 30 april 2001 showed a deficit of 6 measured as the
shortfall in assets compared with liabilities under the best
estimate assumptions required to be used under ssap 24 for
accounting purposes and 16 under the conservative
assumptions used by the actuary for funding purposes  in
consequence the employer’s contribution was increased from
5 to 11 of salary effective 1 november 2001 which was the
level recommended by the actuary to address the funding
shortfall  like most similar uk plans the plan remains mostly
invested in equities and in light of the poor returns on equity
investments in the two years since the last valuation the
company agreed earlier this year that the employer’s
contribution would be raised to 15 of salary effective 
1 may 2003
this is the second year disclosure is required under the
transitional provisions of the new uk accounting standard on
pensions frs 17 of the actuarial position of the plan updated
to 30 april 2003  in providing this disclosure frs 17 requires
use of actuarial methods and assumptions which differ from
those used by the actuary for the triennial valuations used for
funding purposes  reflecting these differences and the poor
performance in the past two years of the uk stock market in
which most of the plans’ assets are invested the deficit in the
company’s defined benefit plans at 30 april 2003 on the basis
required by frs 17 was £145m 2002  £71m
ashtead group plc   17
➲ operating statistics
financial instruments
the group’s financial instruments comprise borrowings some
cash and liquid resources and various items such as trade
debtors trade creditors and bills of exchange payable etc that
arise directly from its operations the main purpose of these
financial instruments is to provide finance for the group’s
operations 
in addition to the foregoing on 24 august 2000 ashtead group
plc entered into forward rate agreements with lloydstsb bank
plc and bank of america under which the variable interest rates
payable under the bank facility on a total of us250m of
borrowings were exchanged for a three year fixed interest rate of
6825  on 5 march 2003 a further three year hedge
commencing 1 may 2003 was entered into with bank of america
on a total of 100m of borrowings at a three year fixed interest
rate of 25
derivative transactions are only undertaken for the purposes of
managing funding interest rate
and currency risks the group
does not trade in financial
instruments  the main risks
arising from the group’s
financial instruments are interest liquidity counterparty and
foreign currency risks the board reviews and agrees objectives 
and treasury policies for managing each of these risks and they
are summarised below
interest rate risk management 
the group’s interest rate management policy is to use a
combination of fixed and variable rates of interest to provide
some element of protection against sudden changes in the level
of interest rates  new derivative transactions are only entered
into with the authority of the group’s finance and administration
committee and the finance director provides a regular report on
treasury matters to each board meeting in which the need for
new derivative transactions is reviewed and discussed  
at 30 april 2003 some 54 of the group’s borrowings were at
fixed rates comprising 250m of the bank debt on which
interest rates have been fixed for three years from august 2000
as described above the £134m convertible loan on which
interest is fixed at 525 and the £224m of finance lease debt
which carries an average interest rate of 79
liquidity risk 
the group’s policy is to ensure continuity of funding which is
currently provided through the committed secured loan facility
which now runs for 18 months to january 2005 and the £134m
convertible loan note which now has four years and eight
months until its maturity   as discussed above the board
expects to refinance the bank debt facilities before their january
2005 expiry
foreign exchange risk management 
with a significant portion of the group’s operations based
outside the uk the group faces currency risk on its nonsterling
net assets as the translation of overseas subsidiaries can have a
considerable effect on the group’s reported net assets the main
financial review
annual report  accounts 2003
profit centre numbers year end staff numbers
2003 2002 2003 2002
sunbelt rentals 193 188 3671 3886
aplant 249 268 2314 2573
ashtead technology 7 7 81 71
corporate office   12 15
449 463 6078 6545 exposures are to us dollar and euro exchange rates against
sterling
the group seeks to mitigate the effect of these structural
currency exposures by matching the currency of third party
borrowings against the currency of earnings generated from
assets  at 30 april 2003 total net borrowings excluding the
securitisation funding of £5751m were drawn as to a net
£3894m in us dollars £184m in euros and £1673m in sterling
the group’s exposure to exchange rate movements on trading
transactions is relatively limited  all group companies invoice
revenues in their respective local currency and generally incur
expense and except in the republic of ireland purchase assets
in their local currency  consequently the group does not
routinely hedge either forecast foreign exchange exposures or
the impact of exchange rate movements on the translation of
overseas profits into sterling  foreign exchange risk on
significant nontrading transactions eg acquisitions is
considered on an individual basis
counterparty risk
the group is exposed to credit risk related losses in the event of
nonperformance by a counterparty to its interest rate hedging
financial instruments  this risk is managed by entering into
derivative transactions only with institutions with a strong credit
rating and by limiting the total exposure to any single
counterparty  at 30 april 2003 the counterparties to the group’s
interest rate hedging transactions were lloydstsb bank plc and
bank of america who are not expected to fail to meet their
obligations
ian robson
finance director
15 july 2003
ashtead group plc   19
● this past year has been the most challenging year that the
sunbelt management team has had to manage through in its
history  although the accounting irregularities we experienced
and our planned it migration were difficult in themselves the us
economy also proved to be extremely challenging  after an
extensive internal and external investigation into the accounting
irregularities we have isolated the issues and have taken
definitive actions to ensure that our accounting functions are
now robust enough to prevent any repetition  i would like to
thank the sunbelt team for their determination in continuing to
do what they do better than any in our industry which is to
focus on the customer through this difficult period  i also
acknowledge the difficulties our shareholders and employees
have faced and would like to thank them for their support and
loyalty through this challenging time
sunbelt’s revenues and divisional profit declined from £3822m
to £3491m and £626m to £329m respectively  these sterling
results were impacted by the weak us dollar as in us dollars
revenues declined only marginally from 5483m in 2002 to
5470m  divisional profit in us dollars declined 43 from
898m to 515m  
the proof of the strength in sunbelt comes from the operational
performance exhibited in a year that saw the worst construction
and industrial economic conditions in most of our life times
sunbelt has outperformed both the published revenue figures
from our peer group in the united states and the us economy
sunbelt held its revenues
virtually level at a time when
our primary market  non
residential construction – saw a
13 deterioration and the top
ten equipment rental
companies  we are number four  reported a 6 decline in
overall revenues 
i am pleased once again to report on the continued growth of
our specialty rental businesses pump and power services
scaffold services and now also the industrial resource group
which is a new specialty we added in the past year  pump and
power has now grown to 14 locations and has continued to
expand its product offerings  it achieved same store sales
growth of 25 while also continuing to deliver a higher return
on investment than the company average  pump and power
now accounts for 6 of total revenues  i expect the current
pump and power management team to continue this growth
both via new locations and also by expansion of our current
product line without sacrificing the returns we have traditionally
achieved 
scaffold services now represents 17 of total revenue broadly
similar to the level of last year despite a significant decline in
industrial maintenance activity  the focus has been on safety
operational improvements and continued integration with the
core sunbelt business  scaffold services continues to be an
important part of our overall strategy by allowing diversification
of both product and services offered to our current and growing
customer base  
the industrial resource group in its first year of operation
comprises two locations  this business was developed to serve
the specialty industrial tool and equipment needs of the
industrial service contractor  although accounting for less than
one percent of total revenue i believe it will continue to grow
rapidly and strengthens our ability to deliver service to our
customer at an attractive return
while the general tool businesses performed well given the
difficult market conditions growing their revenues 4 over the
previous year we continued to see significant rate pressure in
our aerial work platform business whose revenues reduced 7
in both cases our relentless focus on customer service helped
operational review  sunbelt rentals
annual report  accounts 2003
rentals us gain share in most markets in which we operate
in the fourth quarter of the year just ended we successfully
migrated both our financial and point of sales system to the
industry leading us rental software package  this was a major
project for the company which involved training over 1000 of
our staff on the new system  as expected we have seen an
immediate improvement in our customer service levels and
productivity in our transactional processes resulting from this
investment
looking forward to this year we plan to leverage the new it
system to allow sunbelt to launch strategic programs which will
further improve our service levels to the most important part of
our business  the customer  these programs include a rental
related accessory and consumables sales program of high
margin impulse purchase items that will be sold from our
existing infrastructure  it also includes a program that helps
management determine the correct minimum stocking quantities
for high return rental assets and thus increases efficiency and
customer service
we are also continuing to focus on the reconfiguration of the
rental fleet towards higher return assets while keeping tight
control over capital spending and emphasising the need for
controlled disposals of lower return assets  the entire
management team’s profit share program is now based on
increasing our return on invested capital 
i would like to end by thanking all the members of the sunbelt
team for achieving the goals we set for ourselves in making
sunbelt a safer workplace for our team members and our
customers  this was accomplished by focus on staff turnover
training and continued commitment to safety  i have total
confidence we will meet and exceed the goals we have set for
the coming year
our business plan for the coming year is built around the
expectation that we will not see any improvement in the
economy  we believe however that our competitors will
continue to rationalise their businesses through store closings
and fleet disposals from which we should benefit  all capital
investment will be focused on fleet replacement in higher return
items as we continue to reconfigure the fleet  i am committed to
leveraging the benefits and efficiency gains from our new it
system and the reduction of costs through supplier
rationalisation  this plan will be executed whilst continuing to
focus and improve upon what sunbelt is known for  its
unequalled customer service
bruce dressel
president and chief executive  sunbelt rentals
15 july 2003
ashtead group plc   21
● the market remained competitive and this along with our
continued strategy to reduce our exposure to certain high
volume low return markets resulted in a 46 reduction in
revenues yearonyear  the decline was predominantly in our
main plant and tool hire businesses  a number of our specialist
businesses saw growth in double digits and have the potential to
improve further in the coming year  although we reduced our
cost base year on year we were unable to mitigate fully the lost
revenues and consequently divisional profit declined from
£145m last year to £79m in 2003
as we focused on our three key product areas main plant tool
hire and specialist products which includes rail power
generation pumps welding accommodation powered access
acrow formwork and falsework groundcare bigair trenchless
technology and traffic a great deal of work has been done to
realign our fleet from a geographical to a product based
structure this in turn has helped keep expenditure on rental
equipment under control at £224m  as a consequence despite
our reduced profitability we remained significantly cash positive
in the year
towards the end of the year to increase operational efficiency
23 profit centres were closed in geographical areas where we
had an overlap of coverage of the same product type  this
closure programme represents the first withdrawal from
individual locations we have ever undertaken  previous profit
centre closures having been the combination of two profit
centres eg main plant and tool hire at the same location into a
single profit centre managed by one manager  the assets from
the closed locations have been redistributed to locations that
have the capacity to do more business from their fixed cost
base  the full benefit of the improved efficiency is ahead of us
as markets and customers are now being developed using the
transferred fleet
undoubtedly the events following the announcement of the
accounting issues in the us such as the fall in share price uk
press speculation on the future of aplant and the group and
competitors targeting our staff and customers all had a
significant effect on our business  since the group’s
announcement on 2 june that these issues have been resolved
we have taken several steps designed to rebuild our team’s
confidence  i would like to thank all our staff customers and
suppliers for their commitment loyalty and efforts
during this difficult period
the tool hire rebranding programme at our 64
dedicated locations was completed on schedule
last autumn and the tool hire business was then
split out last december as a separate division under
the management of one managing director
during the year we also undertook the consolidation
of the four separate accounting offices and aplant
marketing department into one single office based
in warrington  this not only benefits our staff but
also offers an even greater level of service to our
operational review  aplant
annual report  accounts 2003 customers who now only need to deal with  a single accounting
office nationally
our strategy to develop major customers continued  this
customer group accounted for 23 of our total revenue in the
year  23 national accounts were renegotiated in the period and
we successfully won 8 new accounts  our contracts with
national account customers cover an average period of 2 years 
the future
as will be clear from the report above this has been a year of
many changes to the structure of aplant and has also been a
period of consolidation and beddingin  the market will remain
competitive in the coming year but i believe we are now well
positioned as a business to operate in the tough conditions we
expect with the necessary structural changes made  our
management structure and business are now clearly aligned to
our core product areas which gives us the ability to manage
much more efficiently  we expect this to help us improve
revenues and profits in the coming year
sat dhaiwal
chief executive aplant
15 july 2003
ashtead group plc   23
● overall our revenues declined 17 in difficult markets last year
which given the relatively fixed cost nature of the rental
business inevitably led to a decline in ebita margin from 29
to 21  divisional profit reduced from £42m to £25m
offshore  inspection
this stream of our business had a particularly difficult year as
the number of both construction  inspection repair 
maintenance projects fell from the previous year  in some of our
markets the oversupply of equipment has led to very damaging
competitive pricing  as the offshore business operates world
wide all three of our offshore operations suffered to a greater or
lesser extent the effects of this oversupply
our aberdeen operation which serves europe  africa is our
largest offshore business  the poorer second half reported last
year for this business continued into this year  the north sea
market appears to be in a steady decline as no largescale
developments have been brought to the market again  africa’s
deepwater developments have continued to give us a steady
level of business but could not compensate for declines in
europe
singapore fell back from the previous year’s strong performance
however our performance was encouraging against a
background of
concerns about
political and health
risks in the region
there is still an
underlying strength
in the offshore
market as energy
demand increases
across southeast
asia  ashtead has
continued to develop its product range and remains the largest
rental company of its type in the region
our biggest disappointment was the performance of our
houston operation  as with our aberdeen operation the poor
second half of the last financial year continued throughout this
year  a severe decline in the gulf of mexico offshore market was
exacerbated by the effect of the general us economic decline
on our onshore inspection business
environmental
once again we saw an increase in our environmental revenues
although the effects of the us recession were not uniform
across our four north american locations only one of the
locations failed to increase its revenues and that was against a
record prior year  the businesses have continued to benefit
from a focus on rental and a widening product range
prospects
currently we are trading ahead of last year in all of our
businesses  offshore pricing remains competitive but against a
background of rising demand  the environmental market is also
improving in north america and we have recently expanded by
opening a further location in the bay area of northern california
overall we believe we can deliver profit improvement in the
coming year
rob phillips
chief executive  ashtead technology rentals
15 july 2003
operational review  ashtead technology rentals
annual report  accounts 2003 ashtead group plc   25 annual report  accounts 2003
directors
1 henry staunton ba fca nonexecutive chairman
aged 55 henry staunton ba fca is finance director and
deputy chairman media ventures of granada plc  henry
staunton is chairman of the nominations committee and a
member of the finance and administration audit and
remuneration committees   the reelection of henry staunton
who retires by rotation in accordance with the articles of
association as a director of the company will be proposed at
the annual general meeting
executive directors
2 george burnett ma llb ca chief executive
aged 56 george burnett ma llb ca was managing director
from may 1984 until being appointed chief executive in february
2000 he is a nonexecutive director of henderson strata
investments plc and chairman of the governors of the surrey
institute of art and design university college  george burnett is
also chairman of the finance and administration committee and
a member of the nominations committee
3 ian robson bsc fca finance director 
aged 44 ian robson bsc fca was appointed finance
director on 26 june 2000 having joined the group on 22 may
2000 for the preceding four years he held a series of senior
financial positions in reuters group plc and before that he was a
partner of price waterhouse now pricewaterhousecoopers llp
ian robson is a member of the finance and administration
committee  the reelection of ian robson who retires by
rotation in accordance with the articles of association as a
director of the company will be proposed at the annual general
meeting
9
4
8
3
5
7
1
2
6 ashtead group plc   3
2003 annual general meeting  22 september 2003
2004 annual general meeting  20 september 2004
company secretary
robert clark fca atii
registered office
king’s court
4151 kingston road
leatherhead
surrey
kt22 7ap
registered number 1807982
future dates
designed  produced by ds marketing  07000 887700 ashtead group plc   27
4 bruce dressel president and chief executive
officer sunbelt rentals 
aged 39 bruce dressel is president and chief executive officer
of sunbelt rentals inc the group’s equipment rental division in
the usa bruce dressel has some 20 years experience in the
industry and joined the group on the acquisition of the business
of mclean rentals in march 1996  
5 sat dhaiwal chief executive officer aplant
aged 34 sat dhaiwal was appointed a director of the company
and chief executive officer of aplant on 4 march 2002  sat
dhaiwal has spent his career to date in the uk hire industry and
joined aplant in 1993 as a manager of one of its profit centres
he was promoted to trading director in 1995 and managing
director of aplant east one of aplant’s four operational
regions in 1998  
nonexecutive directors
6 alan wheatley fca deputy chairman and senior
independent nonexecutive director 
aged 65 alan wheatley fca is currently chairman of special
utilities investment trust plc  he is chairman of the
remuneration committee and a member of the audit and
nominations committees 
7 philip lovegrove obe llm independent non
executive director 
aged 65 philip lovegrove is chairman of vtr plc and an
executive director of fiske plc he is chairman of the audit
committee and a member of the remuneration and nominations
committees  
8 chris cole ceng fcibse independent non
executive director
aged 56 chris cole is chief executive of wsp group plc  he is
a member of the audit and remuneration committees  
9 robert clark fca atii company secretary
aged 59 robert clark joined the group in august 1991 as
group corporate controller and was appointed company
secretary in may 1997
details of the directors’ contracts emoluments and share
interests can be found in the directors’ remuneration report
auditors
pricewaterhousecoopers llp
1 embankment place
london wc2n 6rh
registrars  transfer office
lloyds tsb registrars
the causeway
worthing
west sussex bn99 6da
financial pr advisers
tulchan communications
st martin’s house
16 st martin’s le grand
london ec1a 4es
principal bankers
lloyds tsb bank plc 
25 gresham street
london ec2v 7hn
bank of america
1 aile street
london e1 8de
bank of america
100 north tryon street
nc10070901
charlotte
north carolina 28255
solicitors
slaughter and may
one bunhill row
london
e1y 8yy
parker poe adams  bernstein llp 
three first union center
401 south tryon street
charlotte
north carolina 28202 
speechly bircham
6 st andrew street
london ec4a 3lx
brokers
panmure
woolgate exchange
25 basinghall street
london ec2v 5ha
financial advisers
close brothers corporate finance
10 crown place
clifton street
london ec2a 2ft
advisers
● director’s report
annual report  accounts 2003
the directors present their report and the audited accounts for the financial year ended 30 april 2003
principal activities
the principal activity of the company is that of an investment holding and management company  the principal activity of the group
is the rental of equipment to industrial and commercial users
trading results  dividends
the group’s consolidated loss before taxation for the year is £422m 2002 – loss of £155m  a review of the group’s performance
is given in pages 8 to 19  the directors do not recommend the payment of a final dividend and recommend that the retained loss of
£332m be transferred from reserves
share capital 
the following shareholders have notified the directors that they hold or are beneficially interested in 3 or more of the company’s
ordinary share capital as set out below
at 9 july

schroders investment management limited 112
aim funds management inc 55
jm harvey 54
legal  general 39
ubs global asset management limited 38
den danske bank 35
details of directors’ interests in the company’s ordinary share capital and in options over that share capital are given in the
remuneration committee report on pages 34 to 39
share option schemes
at 30 april 2003 the following shares were subject to option
discretionary schemes number of shares option price per share
exercisable between 26 august 1997 and 26 august 2004 887290 61440p
exercisable between 27 september 1998 and 27 september 2005 980444 72535p
exercisable between 27 february 2000 and 27 february 2007 324000 134665p
exercisable between 27 february 2000 and 27 february 2007 1147200 132250p
exercisable between 3 february 2001 and 3 february 2008 257700 191200p
exercisable between 5 february 2001 and 5 february 2008 2201000 184200p
exercisable between 5 january 1998 and 5 january 2004  2248 170370p
exercisable between 24 february 2002 and 24 february 2009 400850 177830p
exercisable between 26 february 2002 and 26 february 2009 1009550 172500p
exercisable between 22 february 2003 and 22 february 2010 997000 102000p
exercisable between 8 march 2003 and 8 march 2010 279500 101840p
exercisable between 8 august 2003 and 8 august 2010 920500 102500p
exercisable between 16 august 2003 and 16 august 2010 29500 101670p
exercisable between 9 february 2004 and 9 february 2011 3134110 125000p
exercisable between 26 february 2004 and 26 february 2011 446000 124500p
exercisable between 26 february 2005 and 26 february 2012 4061000 41500p
exercisable between 2 august 2005 and 2 august 2012 435000 49500p
17512892
 these options result from the rolling over of options under the sheriff holdings share option schemes into options under the
company’s schemes director’s report
ashtead group plc   29
saye scheme number of shares option price per share
exercisable between 1 april and 30 september 2003 5 year contract 61244 152140p
exercisable between 1 april and 30 september 2004 5 year contract 15154 133600p
exercisable between 1 april and 30 september 2003 3 year contract 139776 81340p
exercisable between 1 april and 30 september 2005 5 year contract 85193 81340p
exercisable between 1 april and 30 september 2004 3 year contract 58641 94800p
exercisable between 1 april and 30 september 2006 5 year contract 23140 94800p
exercisable between 1 april and 30 september 2005 3 year contract 823842 41600p
exercisable between 1 april and 30 september 2007 5 year contract 483744 41600p
exercisable between 1 may and 31 october 2008 3 year contract 1998631 24270p
exercisable between 1 may and 31 october 2008 5 year contract 1078544 24270p
4767909
employees
the total number of employees worldwide of the group at 30 april 2003 was 6078
the group makes every reasonable effort to give disabled applicants and existing employees becoming disabled opportunities for
work training and career development in keeping with their aptitudes and abilities   the group is an equal opportunities employer 
the group has taken action consistently through the year to maintain and develop arrangements aimed at involving employees in its
affairs  for example monthly meetings are held at profit centres to discuss the previous month’s performance  the group has a
positive approach to health and safety at work and to compliance with the law and the requirements of the regulatory bodies in both
the uk and the usa  a copy of the relevant formal statement of the group’s policy on health and safety is on display at profit
centres in the uk and the usa
the group encourages employees to become shareholders through discretionary and saye share option schemes details of options
outstanding under these schemes are set out above
directors and directors’ insurance
details of the current directors of the company are given on pages 26 to 27  the company has maintained insurance throughout the
year to cover all directors against liabilities in relation to the company and its subsidiary undertakings 
future developments 
the group seeks to develop by expansion of its activities in equipment rental
policy on payment of suppliers 
suppliers are paid in accordance with the individual payment terms agreed with each of them the number of group creditor days at
30 april 2003 was 115 days 30 april 2002  135 days which reflects the terms agreed with individual suppliers  there were no trade
creditors in the company’s balance sheet at any time during the past two years
political and charitable donations 
charitable donations in the year amounted to £1250 in total  2002  £8650 in the uk and 100000 in the usa  no political
donations were made in either year   director’s report
annual report  accounts 2003
environmental report
the group through its equipment purchasing policies maintenance programmes and environmental monitoring practices
endeavours to ensure that its trading activities have as little adverse impact on the environment as it is possible to achieve in pursuit
of this ideal the group has developed environmental management processes which are designed to ensure
● compliance with relevant legislation
● removal of potential causes of environmental damage where practicable and
● continuous reduction in environmental impact through monitoring and corrective action
the group’s continued investment in its rental fleet along with its maintenance programmes minimises both pollution to the
atmosphere and accidental contamination  the facilities the group maintains throughout its profit centre network enable waste to be
disposed of correctly bulk fuels to be stored safely and fleet cleaning and maintenance to be carried out efficiently  
group companies have documented procedures at profit centre level for fleet maintenance removal of waste from customers’ sites
back to company premises for safe disposal as well as contractual arrangements for the disposal of all major waste products 
the group’s performance standards teams measure and monitor environmental performance and control measures at profit centres
as part of their rolling audit programme and report their findings to senior operational management 
post balance sheet events
on 30 may 2003 the company agreed with its debt providers to waive the defaults resulting from the us accounting irregularity
consequential on these agreements and in anticipation of the amounts which will be payable on completion of the intended future
refinancing the company will record a charge of approximately £68m in respect of fees due to debt providers and advisers in the six
months to 31 october 2003
auditors
following the conversion of the auditors pricewaterhousecoopers to a limited liability partnership llp from 1 january 2003
pricewaterhousecoopers resigned on 17 february 2003 and the directors appointed its successor pricewaterhousecoopers llp  to
fill the resulting casual vacancy on 24 february 2003  pricewaterhousecoopers llp have indicated their willingness to continue in
office and a resolution concerning their reappointment and authorising the directors to fix their remuneration will be proposed at the
annual general meeting
annual general meeting 
the annual general meeting will be held at 1230pm on monday 22 september 2003 at the offices of westlb panmure limited
woolgate exchange 25 basinghall street london ec2v 5ha   for ordinary shareholders a separate notice of annual general
meeting which includes an explanation of the proposed resolutions is enclosed with the report and accounts  in addition to the
ordinary business of the meeting shareholder consent will be sought to renew authorities for the directors to allot ordinary shares in
the company as set out more fully in the notice of meeting
by order of the board 
robert clark 
company secretary 
15 july 2003 corporate governance report
ashtead group plc   31
the group is committed to high standards of corporate governance the board recognises that it is accountable to the company’s
shareholders for corporate governance and this statement describes how the relevant principles have been practised by the
company
the company complied during the year with the principles of corporate governance set out in section i of the combined code save
that the service contracts of george burnett and bruce dressel provide for either notice periods in excess of one year or pre
determined compensation in excess of one year’s salary  details of these arrangements and the justification for them are given in the
directors’ remuneration report  new directors appointed since april 2000 have service contracts containing notice periods of one
year or less  since the year end as discussed in the remuneration committee report it has been agreed that the notice period
under mr burnett’s contract will be reduced to one year  
the board and the executive
the company’s board currently comprises the nonexecutive chairman the chief executive the finance director the executive heads
of sunbelt and aplant and three nonexecutive directors short biographies of the directors are given on pages 26 to 27
all directors are responsible under the law for the proper conduct of the company’s affairs the directors are also responsible for
ensuring that the strategies proposed by the executive directors are discussed in detail and critically assessed to ensure that they
conform with the long term interests of shareholders and are compatible with the interests of employees customers and suppliers
the board has reserved to itself those matters which reinforce its control of the company 
to ensure that the directors are suitably briefed to fulfil their roles regular reports and briefings are provided to the board by the
executive directors and the company secretary  the board normally meets at least five times a year and there is contact between
meetings to advance the company’s activities the directors also have access to the company secretary and a procedure is in place
for them to take independent advice as needed at the company’s expense
board subcommittees
audit committee
comprising the nonexecutive directors under the chairmanship of philip lovegrove the audit committee meets twice a year to
consider the draft interim and final financial statements and to receive the report of the auditors the committee considers the
effectiveness of the group’s internal controls and its financial and accounting policies and practices and also meets periodically with
the heads of the us and uk performance standards operational audit teams  it also deals with any matters which may be brought
to the attention of the committee by the auditors
nominations committee
with henry staunton as chairman and george burnett alan wheatley and phillip lovegrove as members the nominations
committee is responsible for recommending to the board any appropriate changes in its structure
remuneration committee
comprising the nonexecutive directors under the chairmanship of alan wheatley the remuneration committee is responsible for
setting the remuneration packages of the executive directors and for establishing the terms and conditions of their employment 
finance and administration committee
the board has delegated authority for dealing with routine financial and administrative matters to the finance and administration
committee chaired by george burnett  the committee of which henry staunton and ian robson are the other members meets
periodically as necessary to discharge its functions  this committee has a quorum of any two members but there is also a list of its
business which it can only validly perform in the presence of henry staunton eg final approval of announcements other than routine
notices of major shareholdings to the london stock exchange corporate governance report
annual report  accounts 2003
financial reporting
the directors are required by uk company law and financial reporting standards to prepare financial statements for each financial
year which give a true and fair view of the state of affairs of the company and of the group at the end of the financial year and of the
profit and cash flows of the group for the period
in preparing the financial statements applicable accounting standards have been followed the most appropriate accounting policies
have been used and applied consistently and reasonable and prudent judgements and estimates have been made
going concern
the directors also have a responsibility under uk company law and financial reporting standards to prepare the financial statements
on a going concern basis unless the entity is being liquidated or the directors have no realistic alternative but to liquidate the entity or
to cease trading  when preparing the financial statements the directors are also required to assess whether there are any significant
doubts concerning the group’s ability to continue as a going concern  
after making appropriate enquiries the directors have reasonable expectation that the company and the group have adequate
resources to continue in operational existence for the foreseeable future and that it is therefore appropriate to adopt the going
concern basis in preparing the financial statements  in forming this view the directors have reviewed the group’s budgets and cash
flow forecasts to 30 april 2004 and outline projections for the subsequent year and considered the sufficiency of the renewed
facilities described on pages 54 and 55 of the financial statements
internal controls
the directors acknowledge their responsibility for the group’s system of internal control and confirm they have reviewed its
effectiveness  in doing so the group has taken note of the guidance for directors on internal control internal control guidance for
directors on the combined code the turnbull guidance
the board confirms that there is a process for identifying evaluating and managing significant risks faced by the group  this
process has been in place for the full financial year and is ongoing  it is kept under regular review by the executive directors and is
considered periodically by the board and accords with the turnbull guidance
the board considers that the group’s internal control system is appropriately designed to manage rather than eliminate the risk of
failure to achieve business objectives  any such control system however can only provide reasonable and not absolute assurance
against material misstatement or loss  the concept of reasonable assurance recognises that the cost of a control procedure should
not exceed the benefits
the process for keeping risks and the related internal control under review is based initially on work undertaken by the heads of the
us and uk performance standards operational audit teams  in the year ended 30 april 2001 they undertook a thorough review of
the group and of the risks it faces in its business and of how these risks are managed  each year since they have reviewed and
updated this work and produced an annual report in conjunction with the management teams of each of the group’s businesses
their work included consideration of whether there were any matters which had arisen since their first report was prepared which
might indicate omissions or inadequacies in their initial review  they also considered whether as a result of changes in either the
internal or external environment new significant risks had arisen  the executive directors reviewed their draft report which was then
presented to and discussed by the group board on 27 june 2003
this year in conducting their review the executive directors were especially conscious of the breakdown in internal controls which
had occurred in sunbelt rentals  this control breakdown occurred because the work of sunbelt’s financial controller was inadequate
and because he had deliberately made false entries in its bank reconciliation at 30 april 2002 and had concealed these from his
superiors  a number of the balance sheet control account reconciliations for which the controller was directly responsible also
proved to be incomplete or inadequate when subsequently investigated in detail
on disclosure of the issues immediate action was taken by the board to commission an in depth forensic investigation by kpmg to
suspend and shortly afterwards terminate the controller’s employment and to strengthen sunbelt’s finance department firstly with a
qualified interim finance manager and subsequently through external recruitment of an experienced new financial controller  
the board and sunbelt’s management are committed to fully implementing all the control recommendations made by kpmg forensic
and by pricewaterhousecoopers following their 2003 audit and indeed many of these recommendations have already been actioned
the audit committee has also appointed deloitte and touche to provide a regular financially focussed internal audit at each of the
group’s major accounting centres to supplement the work of the performance standards teams whose remit is to conduct audits at
the profit centres and not centrally because this was previously assessed as the area of greatest risk corporate governance report
ashtead group plc   33
before producing the statement on internal control for the annual report and accounts for the year ended 30 april 2003 the board
reconsidered the operational effectiveness of the group’s internal control systems on the basis of the report referred to above  the
control system includes written policies and control procedures clearly drawn lines for accountability and delegation of authority and
comprehensive reporting and analysis against budgets and latest forecasts  
in a group of the size and complexity and geographical diversity of ashtead it should be expected that minor breakdowns in
established control procedures might occur  there are supporting policies and procedures for investigation and management of
control breakdowns at any of the group’s profit centres or elsewhere 
the audit committee also meets with pricewaterhousecoopers twice annually to discuss the results of their work  in relation to
internal financial control the group’s control and monitoring procedures include
● the maintenance and production of accurate and timely financial management information including a monthly profit  and loss 
account and selected balance sheet data for each profit centre
● the control of key financial risks through clearly laid down authority levels and proper segregation of accounting duties at the 
group’s accounting support centres
● the preparation of a regular financial report to the board including profit and loss accounts for the group and each subsidiary 
balance sheets and cash flow statements
● the preparation of annual budget and periodic update forecasts which are reviewed by the executive directors and then by the 
board
● a programme of periodical rotational rental equipment inventories conducted fortnightly at each profit centre by equipment type 
and independently checked on a sample basis  
● full inventory counts at all profit centres on at least a six monthly basis with independent scrutiny on a sample basis and
● comprehensive audits of all profit centres carried out on average at least once per year by the performance standards 
department  these reports are copied to the finance director to whom the heads of the sunbelt and aplant performance 
standards departments have direct access in the event of any issues which they may need to discuss independently of the 
operational management teams
by order of the board
robert clark
company secretary
15 july 2003 directors’ remuneration report
annual report  accounts 2003
structure of the committee
during the year the committee comprised all the nonexecutive directors with alan wheatley as chairman  none of the committee
members has any personal financial interests other than as shareholders in the matters to be decided the group’s chief executive
george burnett attends the meetings of the committee to advise on operational aspects of the implementation of existing policies
and policy proposals  the company secretary robert clark acts as secretary to the committee and is charged with the
responsibility for ensuring the committee has the information relevant to its deliberations
remuneration policies
in formulating its policies the committee has access to professional advice from outside the company if required and to publicly
available reports and statistics  executive remuneration packages are designed to attract motivate and retain directors of the high
calibre needed to achieve the group’s objectives and to reward them for enhancing value to shareholders the main elements of the
remuneration package for executive directors and senior management are
● basic annual salary and benefits in kind 
● annual performance bonus plan
● share related incentives including the new investment incentive plan a longterm coinvestment plan approved by shareholders 
on 8 october 2001  and
● pension arrangements
in assessing all aspects of pay and benefits the company compares packages offered by similar companies which are chosen
having regard to
● the size of the company turnover profits and number of people employed 
● the diversity and complexity of its businesses 
● the geographical spread of its businesses and 
● their growth expansion and change profile
in making the comparisons the company takes into consideration the international scope complexity and speed of change of the
group’s business and particularly its now significant operations in the usa  in relation to share option awards the committee’s
policy is to make regular awards to senior staff in order that their personal interests are aligned with those of shareholders  the value
of the shares underlying the options awarded is assessed by reference to a number of factors including the employee’s salary
seniority and length of service
the committee implements its remuneration policies by the design of reward packages for executive directors comprising the
appropriate mix of salary performance related cash incentive bonuses and share options  mr burnett with the approval of the
board holds two nonexecutive appointments outside the group and is allowed to retain the fees arising therefrom  none of the
other executive directors has any outside appointments
the committee currently intends to continue with the above policies for 20034 and subsequent years
the remuneration of the nonexecutive directors is determined by the board  none of the nonexecutive directors has a service
contract with the company and their appointment is therefore terminable by the board at any time  an ordinary resolution
concerning the group’s remuneration policies will be put to shareholders at the forthcoming annual general meeting
executive directors’ service agreements
mr burnett’s service agreement first entered into on 27 november 1986 and amended periodically until consolidation into a new
agreement dated 21 may 1997 provides for termination by either party by the giving of two years’ notice  however mr burnett is
entitled at any time after reaching age 59 to give at least six months’ notice to retire from age 60  otherwise the contract remains in
place until he reaches age 65 
since the yearend the company has agreed with mr burnett that a new service contract will be entered into  heads of terms
regarding the provisions of the new contract have been documented and agreed and legal advisers are currently preparing the
revised contract which is expected to be formally signed shortly  the new contract provides for i a reduction in mr burnett’s notice
period to one year ii a partial waiver of 32 of mr burnett’s salary for the year to 30 april 2004 and iii a reduction in his pension
entitlement  these reductions and the salary waiver have been agreed without payment of any compensation  fuller details of these
changes are given in the sections of this report dealing with emoluments and pensions below directors’ remuneration report
ashtead group plc   35
mr dressel entered into a new service agreement with sunbelt rentals inc on 15 january 2001 under which he is employed as its
president and chief executive officer for an automatically extended rolling period of two years until the contract is terminated  mr
dressel could not terminate the contract in the first two years but can do so now by giving 180 days’ notice to sunbelt  early
termination provisions apply should there be a change of control of ashtead group defined as at least 50 of the voting rights
becoming held by a single person  sunbelt however can only terminate mr dressel’s employment by giving two years’ notice
except in the case of misconduct  on termination except on change of control mr dressel is prohibited from working in the rental
industry in the usa for two years  the remuneration committee considered that retention of the two year notice period is
appropriate at the current time but the position is being kept under review
the service agreements between the company and mr robson dated 4 august 2000 and mr dhaiwal dated 5 july 2002 are
terminable by either party giving the other twelve months’ notice
the service agreements of the executive directors do not contain any provisions for termination payments to be made other than on
a change of control of the company but all contain suitable noncompete provisions appropriate to their roles in the group
total shareholder return performance graph 
the following graph compares total shareholder return performance of the company with the ftse250 index excluding investment
trusts over the five years ended 30 april 2003  this index was selected as it is the measure used for performance comparison under
the company’s investment incentive plan
directors’ emoluments
the emoluments of the directors excluding pensions benefits which are included in staff costs in note 3 to the financial statements
were as follows
performance other other total total
related benefits taxed emoluments emoluments
name fees salary bonus in kind i allowances ii 2003 2002
£’000 £’000 £’000 £’000 £’000 £’000 £’000
george burnett  428  1 12 441 439
bruce dressel  255  4  259 460
ian robson  224   5 229 314
sat dhaiwal  150   19 169 26
henry staunton 130     130 104
alan wheatley 55     55 55
philip lovegrove 30     30 30
chris cole 25     25 8
ted forshaw    541
peter lewis    38
240 1057  5 36 1338 2015
i benefits in kind include such items as the provision of a car for mr dressel and private medical insurance
ii taxed allowances include car and other allowances and in the case of mr dhaiwal an allowance to cover relocation expenses
140
120
100
80
60
40
20
0
apr  98 apr  99 apr  00 apr  01 apr  02 apr  03
ashtead group
ftse250 excl inv trusts directors’ remuneration report
annual report  accounts 2003
since 1 may 2002 the annual performance related bonus plans for the executive directors are related directly to performance in the
year compared with budget  the maximum entitlement under annual bonus plans was also capped at twothirds of salary for all
executive directors other than mr dressel whose annual bonus was capped at 100 of salary  the annual bonus plan of mr dressel
and mr dhaiwal depends exclusively on the performance of sunbelt and aplant respectively  mr burnett and mr robson’s bonuses
were dependent upon the group’s performance  the relevant targets were not met this year and so no bonuses were earned
under the provisions of the new service contract discussed above mr burnett has waived £138000 of his annual salary entitlement
for the year to 30 april 2004 reducing it to £290000
directors’ pension benefits
increase in annual pension
during the year
accrued transfer transfer
pensionable accrued value value increase
service contributions annual of accrued of accrued in transfer
age at 30 at 30 paid by the pension at excluding total pension at pension at value over
april 2003 april 2003 director 30 april 2003 inflation increase 30 april 2003 30 april 2002 the year
years years £000 £000 £000 £000 £000 £000 £000
george burnett 56 19  368 14 20 5219 5056 163
ian robson 44 3 11 21 7 7 106 102 4
sat dhaiwal 34 9 8 16 5 5 35 33 2
notes
1 the transfer values represent the amount which would have been paid to another pension scheme had the director elected to 
take a transfer of his accrued pension entitlement at that date and have been calculated by the schemes’ actuaries in accordance
with actuarial guidance note gn11 published by the institute of actuaries and the faculty of actuaries  they are not sums paid 
or due to the directors concerned
2 the increasereduction in transfer value in the year is stated net of the members’ contributions made by ian robson and sat 
dhaiwal
under the terms of his existing service contract mr burnett was entitled to retire at age 60 with a pension of twothirds of
remuneration on retirement  for this purpose remuneration is defined as the highest average annual remuneration received in the
best three consecutive years in the ten years prior to retirement with remuneration meaning basic salary effective from 1 may 2001
under a change to mr burnett’s employment contract agreed on 10 january 2002  prior to that date remuneration is defined as the
gross value of total emoluments received in the year
mr burnett’s pension entitlement is funded through contributions to the managed funds of independent fund managers operated
through the ashtead group plc pension scheme  mr burnett’s pension in payment increases in line with price inflation up to 7 a
year  a spouse’s pension of twothirds of mr burnett’s retirement benefit is payable in the event of his death either before or after
retirement  the company receives regular advice from external advisers on the level of contributions required to meet the
anticipated final salary liability  
under the new service contract discussed above mr burnett’s pension entitlement will be reduced from the current twothirds of
annual salary at age 60 to provide instead an annual pension of £275000 at 5 april 2005  if these new provisions had been in force
at 30 april 2003 the transfer value of mr burnett’s pension entitlement at that date would have been £41m £11m less than the
£52m shown in the table above
under the terms of his contract mr robson is entitled to retire at age 60 on a pension equal to onethirtieth of his final salary for
each year of pensionable service  he is a member of the company’s retirement benefits plan which is a defined benefits scheme
in respect of his earnings up to the inland revenue limit  the pension in respect of his earnings above that limit is provided by an
unapproved unfunded retirement benefits arrangement agreed between him and the company  mr robson’s contract also contains
early retirement provisions allowing him to retire and draw a pension based on actual years of service but without deduction for early
payment which take effect once he has completed ten years service with the company or at anytime after age 50 if there is a
change of control  mr robson pays contributions equal to 5 of his salary all of which was paid to the retirements benefits plan in
the current year
mr dhaiwal’s pension benefits are also provided through the ashtead group plc retirement benefits plan  his pension rights accrue
at the rate of onesixtieth of basic salary for each year of pensionable service and his normal retirement is at age 65 directors’ remuneration report
ashtead group plc   37
except where otherwise stated above the retirement benefits plan provides
● in the event of death between leaving service and retirement while retaining membership of the plan a spouse’s pension equal to
50 of the member’s deferred pension calculated at the date of death plus a return of his contributions
● in the event of death in retirement a spouse’s pension equal to 50 of the member’s pension at the date of death
● an option to retire at any time after age 50 with the company’s consent  early retirement benefits are reduced by an amount 
agreed between the actuary and the trustees as reflecting the cost to the plan of the early retirement
● pension increases in line with the increase in retail price inflation up to a limit of currently 5 a year although the government is 
currently proposing that this limited inflation proofing be reduced and
● transfer values do not include discretionary benefits
mr dressel is a member of the us defined contribution plan to which the group contributed £3511 in the year £2024 in 2002
directors’ interests in shares
the directors of the company are shown below together with their interests in the share capital of the company
3 july 2003 30 april 2003 30 april 2002
number of ordinary number of ordinary number of ordinary
shares of 10p each shares of 10p each shares of 10p each
beneficial nonbeneficial beneficial nonbeneficial beneficial nonbeneficial
gb burnett 12805761 1056192 12805761 1056192 12284398 1056192
si robson 164644  164644  105821 
bj dressel 317157  317157  317157 
ss dhaiwal 13000  13000  13000 
pa lovegrove 382500  382500  382500 
he staunton 245000  245000  245000 
ae wheatley 282000  282000  282000 
c cole 20000  20000  20000 
investment incentive plan
this longterm incentive plan provides for executive directors who so elect to invest all or a portion of their annual cash bonuses in
shares of the company and thus become eligible for matching awards in the form of shares which only vest subject to demanding
performance conditions  the maximum number of shares which may vest under issued matching awards being other than in
relation to the first investment three times the number of investment shares purchased by the director is shown below
awarded on
at 30 april 2002 29 july 2002 at 30 april 2003
george burnett 1422006  1422006
ian robson 474107 176469 650576
bruce dressel 650878  650878
the matching awards are made in respect of investment shares acquired by the director with all or part of their bonus for the
previous financial year  the matching awards only vest in whole or part based on the annual growth in the company’s earnings per
share in the three year period following the award over that of the year ended 30 april immediately prior to the date of the award and
on the company’s total shareholder return “tsr” performance relative to a comparator group over the three year period from 8
october 2001 when the company’s share price at close was 72p to 8 october 2004 for the awards held on 30 april 2002 and over
the three year period from 29 july 2002 to 28 july 2005 for the award granted in 20023  the comparator group comprises all of the
ftse 250 midcap stocks other than investment trusts
the above performance conditions have been chosen because they are felt most closely to align the interests of senior management
with the interests of shareholders by rewarding management for achieving superior relative total shareholder return performance
compared with the ftse 250 as a whole excluding investment trusts  the ftse 250 is considered to be the stock exchange index
most appropriate to the size and scale of the company’s operations directors’ remuneration report
annual report  accounts 2003
vesting of the matching awards is based on the following required performance grid
vesting operates on a scaled basis for performance between the target levels shown in the grid above  performance is measured at
the end of the three year performance period when the awards either vest in full or part or lapse completely  for performance
measurement purposes earnings per share is based on the profit before exceptional items measured under consistently applied
accounting policies
in connection with the operation of the plan the company established an employee share ownership trust which
a on 21 and 22 january 2002 purchased 2722575 shares at an average cost of 57p per share being the number of shares 
potentially equal at the maximum performance level to the matching awards granted  ownership of these shares was 
conditionally transferred to each director on 15 april 2002 subject to forfeiture to the extent that the required performance 
conditions are not attained   175541 of these shares subsequently reverted to the trust when a director left the company and his
matching awards were thus forfeited and
b the 175541 shares referred to at a plus 42 shares remaining in the trust from the original purchase and a further 886 shares 
bought by the trust on 12 august 2002 at a price of 48p per share were conditionally transferred to mr robson on 24 september 
2002 in satisfaction of the matching award of 176469 shares made to him  this award is also subject to forfeiture to the extent 
that the required performance conditions are not attained
the executive directors have also waived their entitlement to any dividend on the shares conditionally transferred to them until the
conclusion of the relevant performance period
the company charges against profit each year an amount equal to onethird of the expected cost of the proportion of the matching
award expected to vest at the end of the three year performance period 
directors’ interests in share options
options at market earliest
1 may 2002 granted exercised price at normal
or on during lapsed date of options at exercise exercise 
appointment the year during year exercise 30 april 2003 price date expiry
discretionary schemes
gb burnett 521362  521362 3625p  14870p sept 1995 sept 2002
491400    491400 61440p aug 1997 aug 2004
487494    487494 72535p sept 1998 sept 2005
200000    200000 132250p feb 2000 feb 2007
350000    350000 184200p feb 2001 feb 2008
166700    166700 172500p feb 2002 feb 2009
300000    300000 102500p aug 2003 aug 2010
90000    90000 125000p feb 2004 feb 2011
si robson 29500    29500 101670p aug 2003 aug 2010
195500    195500 102500p aug 2003 aug 2010
230000    230000 125000p feb 2004 feb 2011
300000    300000 41500p feb 2005 feb 2012
real eps
growth
performance
tsr performance against peer group
median below median tsr
63
rd
percentile
75
th
percentile
20 x
match
10 x match
075 x match
05 x match
no matching award vests
upper range
rpi  7 pa
target range
rpi  5 pa
minimum range
rpi  3 pa
25 x
match
30 x
match
15 x
match
20 x
match
25 x
match
10 x
match
15 x
match
20 x
match directors’ remuneration report
ashtead group plc   39
options at market earliest
1 may 2002 granted exercised price at normal
or on during lapsed date of options at exercise exercise 
appointment the year during year exercise 30 april 2003 price date expiry
discretionary schemes
ss dhaiwal 40000    40000 132250p feb 2000 feb 2007
32500    32500 184200p feb 2001 feb 2008
50000    50000 172500p feb 2002  feb 2009
35000    35000 125000p feb 2004 feb 2011
100000          100000 41500p feb 2005 feb 2012
 150000   150000 49500p aug 2005 aug 2012
jb dressel 60000    60000 132250p feb 2000 feb 2007
200000    200000 184200p feb 2001 feb 2008
66700    66700 172500p feb 2002 feb 2009
140000    140000 102500p aug 2003 aug 2010
230000    230000 125000p feb 2004 feb 2011
300000    300000 41500p feb 2005 feb 2012
saye scheme
gb burnett 17602  17602   98000p april 2002 sept 2002
 24029   24029 24270p may 2006 oct 2006
s i robson 39783  39783   41600p april 2007 sept 2007
 40049   40049 24270p may 2008 oct 2008
ss dhaiwal 3520  3520   98000p april 2002 sept 2002
22836  22836   41600p april 2005  sept 2005
 24029   24029 24270p may 2006 oct 2006
the above discretionary options are exercisable subject to the following performance criteria 
i as was usual at that time options granted in 1992 1994 and 1995 were not subject to any performance criteria
ii in line with recommendations extant at the time from institutional shareholder representative bodies options granted in 1997 
1998 1999 2000 and 2001 were conditional on the group achieving real growth in earnings per share of 2 per annum over any 
continuous three year period during the option period
iii options granted in 2002 and subsequently now require real growth in earnings per share of 3 per annum over any continuous 
three year period before they become exercisable
the remuneration committee consider that the current performance hurdle is appropriately challenging while still providing
employees with a realistic opportunity to earn shares in the company through their own efforts
it is the company’s practice to normally award share options in blocks taking into account the results of the group andor the
operating division in the financial year ending on the 30 april immediately before the date of grant and individual performance and
contribution in determining the amount of individual awards
on 30 august 2002 george burnett exercised options over 521362 ordinary shares in the company which had been granted to him
on 16 september 1992 at an exercise price of 1487p per share  on the date of exercise the closing market value of the company’s
share was 3625p  mr burnett elected to retain the shares issued to him on the exercise of these options  the market price of the
company’s shares at the end of the financial year was 775p and the highest and lowest share prices during the financial year were
5450p and 250p respectively
mr dressel held an award over 250000 units under the company’s cash incentive scheme which was granted on 22 february 2000
at a price of 102p per unit until 22 february 2003 when they lapsed due to the performance criteria not being satisfied  mr dhaiwal
also holds 50000 units under the cash incentive scheme which were granted to him on 22 february 2000 when he was not a
director  this award is subject to the same performance conditions as apply to the company’s unapproved share option scheme
and is exercisable in the period from 22 february 2003 to 21 february 2010  if the performance criteria are satisfied at any point
during that period and the options exercised the difference between the mid market price of ashtead group shares on that day and
the grant price multiplied by the number of units held will be paid to mr dhaiwal by way of a cash award
alan wheatley
chairman of the remuneration committee
15 july 2003 statement of directors’ responsibilities
annual report  accounts 2003
the directors are required by the companies act 1985 to prepare financial statements for each financial year which give a true and
fair view of the state of affairs of the company and the group as at the end of the financial year and of the profit or loss for the
financial year
in preparing the financial statements the directors are required to
● select suitable accounting policies and then apply them consistently supported by judgements and estimates that are reasonable 
and prudent
● state whether applicable accounting standards have been followed subject to any material departures disclosed and explained in 
the financial statements
● prepare the financial statements on a going concern basis unless this is inappropriate 
the directors are also responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the
financial position of the company and enable them to ensure that the financial statements comply with the companies act 1985
the directors also have responsibility for taking reasonable steps to safeguard the assets of the group and prevent and detect fraud
and other irregularities
the maintenance and integrity of the ashtead group plc website is the responsibility of the directors the work carried out by the
auditors does not involve consideration of these matters and accordingly the auditors accept no responsibility for any changes that
may have occurred to the financial statements since they were initially presented on the website
legislation in the united kingdom governing the preparation and dissemination of financial statements may differ from legislation in
other jurisdictions
by order of the board
robert clark
company secretary
15 july 2003 independent auditors’ report to the members of ashtead group plc
ashtead group plc   41
we have audited the financial statements which comprise the profit and loss account the balance sheet the cash flow statement
the statement of total recognised gains and losses and the related notes we have also audited the disclosures required by part 3 of
schedule 7a to the companies act 1985 contained in the directors’ remuneration report “the auditable part”
respective responsibilities of directors and auditors
the directors’ responsibilities for preparing the annual report the directors’ remuneration report and the financial statements in
accordance with applicable united kingdom law and accounting standards are set out in the statement of directors’ responsibilities 
our responsibility is to audit the financial statements and the auditable part of the directors’ remuneration report in accordance with
relevant legal and regulatory requirements and united kingdom auditing standards issued by the auditing practices board  this
report including the opinion has been prepared for and only for the company’s members as a body in accordance with section 235
of the companies act 1985 and for no other purpose  we do not in giving this opinion accept or assume responsibility for any
other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed
by our prior consent in writing
we report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements
and the auditable part of the directors’ remuneration report have been properly prepared in accordance with the companies act
1985 we also report to you if in our opinion the directors’ report is not consistent with the financial statements if the company has
not kept proper accounting records if we have not received all the information and explanations we require for our audit or if
information specified by law regarding directors’ remuneration and transactions is not disclosed
we read the other information contained in the annual report and consider the implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the financial statements the other information comprises only the directors’
report the unaudited part of the directors’ remuneration report the chairman’s report the chief executive’s review the financial
review the operational reviews and the corporate governance report 
we review whether the corporate governance statement reflects the company’s compliance with the seven provisions of the
combined code specified for our review by the listing rules of the financial services authority and we report if it does not we are
not required to consider whether the board’s statements on internal control cover all risks and controls or to form an opinion on the
effectiveness of the company’s group’s corporate governance procedures or its risk and control procedures 
basis of audit opinion
we conducted our audit in accordance with auditing standards issued by the auditing practices board an audit includes
examination on a test basis of evidence relevant to the amounts and disclosures in the financial statements and the auditable part
of the directors’ remuneration report it also includes an assessment of the significant estimates and judgements made by the
directors in the preparation of the financial statements and of whether the accounting policies are appropriate to the company’s
circumstances consistently applied and adequately disclosed
we planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to
provide us with sufficient evidence to give reasonable assurance that the financial statements and the auditable part of the directors’
remuneration report are free from material misstatement whether caused by fraud or other irregularity or error in forming our opinion
we also evaluated the overall adequacy of the presentation of information in the financial statements
opinion
in our opinion
● the financial statements give a true and fair view of the state of affairs of the company and the group at 30 april 2003 and of its 
loss and cash flows of the group for the year then ended
● the financial statements have  been properly prepared in accordance with the companies act 1985 and
● those parts of the directors’ remuneration report required by part 3 of schedule 7a to the companies act 1985 have been 
properly prepared in accordance with the companies act 1985
pricewaterhousecoopers llp
chartered accountants and registered auditors
london
15 july 2003 consolidated profit  loss account for the year ended 30 april
annual report  accounts 2003
2003 2002
before before
goodwill goodwill goodwill goodwill
amortisation amortisation amortisation amortisation
and and and and
exceptional exceptional exceptional exceptional
items items total items items total
notes £m £m £m £m £m £m
turnover 2 5395  5395 5837  5837
cost of sales 4573 225 4798 4622  4622
gross profit 822 225 597 1215  1215
administrative expenses 431 73 504 402  402
goodwill amortisation  90 90  88 88
total administrative expenses 431 163 594 402 88 490
operating profit 23 391 388 03 813 88 725
profitloss on disposal of 
fixed assets 6  03 03  326 326
net interest payable and 
similar charges 56 409 19 428 524 30 554
lossprofit on ordinary
activities before taxation 18 404 422 289 444 155
taxation on profitloss on
ordinary activities  current tax 7 03  03 03  03
 deferred tax 720 07 86 93 189  189
04 86 90 192  192
lossprofit for the
financial year 22 14 318 332 481 444 37
equity dividends 9  113
retained loss transferred
from reserves 332 76
basic earnings per share 10 103p 11p
diluted earnings per share 10 103p 11p
consolidated statement of total recognised gains  losses for the year ended 30 april
2003 2002
£m £m
lossprofit for the financial year 332 37
foreign currency translation differences 04 07
total recognised gains and losses relating to the year 336 30
there is no material difference between the results shown above and those which would have been shown on a historical cost basis consolidated balance sheet at 30 april
ashtead group plc   43
2003 2002
notes £m £m
fixed assets
intangible assets
 goodwill 11 1520 1608
tangible fixed assets
 rental equipment 12 5775 6781
 other fixed assets 740 728
12 6515 7509
investments – own shares held by esot 13 16 16
8051 9133
current assets
stock 14 116 129
trade debtors subject to nonrecourse financing 15 880 
nonrecourse financing received 15 575 
net trade debtors subject to nonrecourse financing 305 
other trade debtors prepayments  accrued income 15 163 1107
cash at bank and in hand 25 c 103 05
687 1241
creditors  amounts falling due within one year
bank loans overdrafts and finance lease obligations 16 106 235
trade and other creditors 17 922 1217
1028 1452
net current liabilities 341 211
total assets less current liabilities 7710 8922
creditors  amounts falling due after more than one year
bank and other loans 4158 5044
finance lease obligations 189 182
525 unsecured convertible loan note due 2008 1298 1297
18 5645 6523
provision for liabilities and charges
deferred taxation 20 286 411
other provisions 20 169 43
455 454
total net assets 1610 1945
capital and reserves
called up share capital 21 326 325
share premium account 22 1007 1007
revaluation reserve 22 05 05
profit and loss account 22 272 608
total equity shareholders’ funds 1610 1945
these financial statements were approved by the board on 15 july 2003
gb burnett
si robson company balance sheet at 30 april
annual report  accounts 2003
2003 2002
notes £m £m
fixed assets
investments  own shares held by esot 13 16 16
investments in group companies 13 3468 3517
3484 3533
current assets
debtors 15 1340 1325
creditors  amounts falling due within one year
trade and other creditors 17 91 152
net current assets 1249 1173
total assets less current liabilities 4733 4706
creditors  amounts falling due after more than one year
525 unsecured convertible loan note due 2008 18 1298 1297
other loan notes 18 02 03
1300 1300
total net assets 3433 3406
capital and reserves
called up share capital 21 326 325
share premium account 22 1007 1007
revaluation reserve 22 1986 1986
profit and loss account 22 114 88
total equity shareholders’ funds 3433 3406
these financial statements were approved by the board on 15 july 2003
gb burnett
si robson consolidated cash flow statement for the year ended 30 april
ashtead group plc   45
2003 2002
notes £m £m £m £m
net cash inflow from operating activities
cash inflow before exceptional items 25a 1573 2020
exceptional costs 44 
nonrecourse finance received under trade debtors
securitisation 574 
net cash inflow from operating activities 2103 2020
returns on investments and servicing of finance
interest paid 414 491
exceptional costs re bank facility 32 13
net cash outflow from returns on investments and
servicing of finance 446 504
taxation inflowoutflow 07 07
capital expenditure and financial investment
purchase of tangible fixed assets 1071 2033
sale of tangible fixed assets 294 392
purchase of own shares by employee share ownership trust  16
net cash outflow from capital expenditure and financial investment 777 1657
acquisitions  disposals outflow 25d 08 33
equity dividends paid 93 113
net cash inflow outflow before management of
liquid resources and financing 786 294
financing
issue of ordinary share capital 01 07
drawdown of loans 25e 119 893
redemption of loans 25e 658 568
increase in cash collateral balances 37 
capital element of finance lease payments 119 107
net cash outflowinflow from financing 694 225
increasedecrease in cash 25b 92 69 notes to the financial statements for the year ended 30 april
annual report  accounts 2003
1  accounting policies
accounting convention and basis of consolidation
the financial statements have been prepared under the historical cost convention as modified by the revaluation of certain freehold
properties and in accordance with applicable accounting standards the financial statements include the results of the company and
all its subsidiaries  a summary of the more important accounting policies which have been applied consistently is given in the
following paragraphs  
foreign currency translation and derivative financial instruments
exchange differences arising from the retranslation of the opening net investment of overseas subsidiaries and the difference
between the inclusion of their profits at average rates of exchange in the group profit and loss account and the closing rate are dealt
with as movements on reserves  other exchange differences are dealt with in the profit and loss account  assets and liabilities in
foreign currencies including long term liabilities are translated at rates of exchange ruling at the balance sheet date  this treatment is
required by statement of standard accounting practice number 20 ssap 20 in order to give a true and fair view of the group’s
results  compliance with ssap 20 overrides schedule 4 paragraph 12 of the companies act 1985 which states that only profits
realised at the balance sheet date should be included in the profit and loss account
the group uses derivative financial instruments to manage its interest rate exposures  these are principally swap agreements used
to manage the balance between fixed and floating rate finance on long term debt  the group accounts for such derivatives which
are only used for hedging purposes using the accrual method under which amounts payable or receivable in respect of derivatives
are recognised rateably in net interest payable over the period of the contract  they are not revalued to fair value or shown on the
group balance sheet at the balance sheet date
turnover
turnover represents the total amount receivable for the provision of goods and services to customers net of returns and value added
tax  rental income is recognised on a straight line basis over the period of the contract
fixed assets
fixed assets are stated at historical cost or valuation net of any discounts received less accumulated depreciation and provisions
for impairment where appropriate  leasehold properties are amortised over the life of each lease other fixed assets including those
held under finance leases are depreciated on a straight line basis applied to the opening cost to write down each asset to its
residual value over its useful economic life  the rates in use are as follows 
per annum
freehold property 4 
rental equipment 5 to 33
motor vehicles 16 to 25
office and workshop equipment 20
fixed assets that are not capable of individual identification nonitemised equipment are depreciated so as to write them down to
their residual value over their useful economic lives of 5 to 20 years  
some of the group’s freehold and long leasehold properties were revalued on the basis of their open market value at 30 april 1989
on adoption of frs 15 the group followed the transitional provisions to retain the book value of land and buildings that were
revalued in 1989 but not to adopt a policy of revaluation in future
repair and maintenance 
costs incurred in the repair and maintenance of rental equipment are not capitalised but are charged to the profit and loss account
as incurred notes to the financial statements for the year ended 30 april
ashtead group plc   47
1  accounting policies continued
acquisitions and goodwill 
acquisitions during the financial year if any have been accounted for on an acquisition basis and the results of companies acquired
are therefore included from the effective date of acquisition the net tangible assets of companies acquired are incorporated in the
consolidated accounts at their fair value to the group in accordance with the requirements of frs 7 post acquisition integration
expenses are charged to the profit and loss account and where material disclosed as an exceptional item
goodwill being the difference between the cost and fair value of the group’s share of net assets acquired arising on all acquisitions
since 1 may 1999 has been capitalised in the year in which it arises and is amortised on a straight line basis over its useful economic
life  goodwill arising before 1 may 1999 has been deducted from the accumulated profit and loss account reserve but will be written
back and taken to the profit and loss account in the event that it either becomes permanently impaired or if the business to which it
relates is disposed of
deferred taxation
deferred taxation is provided using the incremental liability approach and is measured on a nondiscounted basis at the tax rates that
are expected to apply in the periods in which timing differences reverse based on tax rates and laws substantively enacted at the
balance sheet date  deferred tax is recognised in respect of timing differences that have originated but not reversed by the balance
sheet date except that a deferred tax in respect of the unremitted earnings of overseas subsidiaries is only recognised where there
is a binding intent to distribute past earnings at the balance sheet date and b deferred tax assets are only recognised to the extent
that they are regarded as recoverable
leases
assets held under finance leases are capitalised with a related credit to finance lease obligations in respect of the capital asset of the
lease payments  such assets are depreciated in accordance with the company’s depreciation policy at the same rate as applied to
equivalent owned assets  interest payable on finance leases is computed at the rate inherent in the lease
operating lease rentals are charged against profits on a straight line basis over the period of the lease 
stocks
stocks are valued at the lower of cost and net realisable value
pensions
the group operates defined benefit and defined contribution pension plans for the benefit of its employees under arrangements
established by group companies in respect of the defined benefit plans actuarial valuations are made regularly and the
contributions payable are adjusted as appropriate  pension costs are accounted for on the basis of charging the expected cost of
providing pensions over the period during which the group benefits from the employees’ services the effect of variations from
regular cost are spread over the expected average remaining service lives of the members of the plan  contributions to defined
contribution plans are expensed as incurred
investments
investments in subsidiary undertakings are stated at cost less any necessary provision for impairment in the parent company balance
sheet  where an investment in a subsidiary is transferred to another subsidiary any uplift in the value at which it is transferred over
its carrying value is treated as a revaluation of the investment prior to the transfer and is credited to the revaluation reserve
own shares held by the employee share ownership trust
shares owned beneficially by the employee share ownership trust are capitalised as fixed asset investments at cost less any
required provision for permanent impairment  where these shares are subject to commitments to release them to employees
subject to the attainment of performance target in connection with the group’s long term incentive plans then provision is made by
way of a charge against profits to write off the estimated cost of the shares expected to be released at the end of the performance
period over the long term incentive period which is normally three years notes to the financial statements for the year ended 30 april
annual report  accounts 2003
2   segmental analysis
the company operates one class of business  rental of equipment  the segmental analysis by geographic unit is given below
turnover operating profit net assets
2003 2002 2003 2002 2003 2002
£m £m £m £m £m £m
restated
north america 3544 3891 55 576 5882 6597
united kingdom 1832 1923 57 142 2222 2491
rest of world 19 23 05 07 15 21
central items     6509 7164
5395 5837 03 725 1610 1945
 net borrowings non recourse funding under the debtors securitisation and deferred taxation
there is no material difference between turnover by origin as shown above and turnover by destination  in addition gains on sale of
properties of £03m arose united states  £05m profit and uk £02m loss
3  operating profit
operating profit is stated after charging  crediting  2003 2002
£m £m
staff costs
salaries 1689 1696
social security costs 223 216
other pension costs 37 27
depreciation see note 12 1168 1209
goodwill amortisation 90 88
profits on disposal of fixed assets 27 15
net currency lossgain 07 10
hire of plant and machinery 64 66
other operating leases 319 204
audit fees payable to pricewaterhousecoopers were £413500 2002  £409000  this includes £25000  2002  £25000 in respect
of  the  parent company  fees paid to pricewaterhousecoopers for nonaudit services primarily tax and accounting advice
amounted to £583150 2002  £244500 in the uk and £63200 in the us 2002  £70304
profits on disposal of fixed assets excluding those relating to land and buildings have been included within operating profit as they
resulted from routine sales of rental equipment and are considered in effect to be no more than required adjustments to depreciation
previously charged
4  directors’ remuneration
directors’ remuneration and interests are given in the directors’ remuneration report
5  net interest payable and similar charges
2003 2002
£m £m
bank interest payable 283 392
funding cost on trade debtors securitisation 27 
interest on 525 unsecured convertible loan note due 2008 77 76
interest payable on finance leases 22 56
total interest payable before exceptional costs 409 524
exceptional costs re bank facility 19 30
428 554
exceptional costs in relation to the bank facility in 2003 comprise default interest of £04m and fees to providers of finance of £15m notes to the financial statements for the year ended 30 april
ashtead group plc   49
6  exceptional costs
2003 2002
£m £m
prior year impact of the us accounting issue 94 
brought forward impact of change in estimation method for us self insurance 74 
advisory and other fees relating to the company’s debt facilities 75 
uk business rationalisation 74 
gain on sale of land and buildings 03 
loss on disposal of uk assets  326
covenant variation fees  30
314 356
these costs are presented in the profit and loss account as follows
2003 2002
£m £m
cost of sales 225 
administrative expenses 73 
interest payable and similar charges 19 30
profitloss on disposal of fixed assets 03 326
314 356
the prior year impact of the us accounting issue is comprised of the following errors in the balance sheet at 30 april 2002 1 an
overstatement of fixed assets by £24m 2 an understatement of debt by £14m and 3 an understatement of trade creditors and
accruals by £56m
the method used to estimate the provision required in relation to the self insured element of the group’s us insurance programme
has been changed in the year from the previous case by case estimates by the appointed independent claims handling agent to an
actuarial estimate of the likely total cost of the self insured retained risk based on previous years’ experience adjusted for cost
inflation and business growth  the increase in the amount that would have been provided at 30 april 2002 under the new estimation
basis over the amount which was actually provided last year is £74m which is reported as an exceptional item resulting from the
adoption of the new basis for estimating the liability
advisory and other fees relating to the company’s debt facilities comprise principally the professional advisory costs incurred in
resolving the defaults under the company’s debt facilities resulting from the revelation of the us accounting issue together with fees
paid to debt providers  
uk business rationalisation relates to the cost of aplant’s rationalisation of a number of its businesses and to the centralisation of all
of its uk accounting and head office functions at warrington  following a strategic reassessment 23 profit centres were closed in
the second half under the programme announced in january primarily relating to areas where aplant was geographically over
represented  this major closure programme was the first large scale withdrawal from individual locations undertaken with previous
profit centre closures having been the combination of two profit centres at the same site under a single manager additionally 
aplant’s previous four regional accounting centres were all shut and their functions migrated to the new centre at warrington  notes to the financial statements for the year ended 30 april
annual report  accounts 2003
7  taxation
2003 2002
£m £m
uk corporation tax at 30 20012 – 30
 current year charge  
 credit in respect of prior year 02 09
02 09
overseas taxation 
 current year charge 05 06
total current tax chargecredit 03 03
deferred taxation 
 current year creditcharge 48 25
 prior year credit 45 214
93 189
90 192
all of the 2003 and 2002 deferred tax relates to the origination and reversal of timing differences
the reconciliation between the tax credit for the year and that expected on the basis of the uk standard corporation tax rate of 30
is as follows
2003 2002
£m £m
expected tax credit based on the loss before taxation of £422m 
2002 –£155m for the year at the standard uk corporation tax rate of 30 127 47
accelerated capital allowances and other timing differences 148 81
goodwill amortisation included in the loss before tax not allowable for tax 26 26
impact of overseas profits taxed at rates above the uk standard rate 10 25
adjustment to tax charge in respect of previous period 02 09
other permanent differences 32 79
total current tax chargecredit for the year 03 03
deferred taxation credit for the year 93 189
total tax credit for the year 90 192
8  profit and loss account
ashtead group plc has not presented its own profit and loss account as permitted by section 230 3 of the companies act 1985
the amount of the profit for the financial year dealt with in the accounts of ashtead group plc is £27m 2002  £88m
9  equity dividends
2003 2002
£m £m
interim dividend 2002  062pshare  20
proposed final dividend 2002  288pshare  93
 113
10  lossearnings per share
loss per share for the year ended 30 april 2003 has been calculated based on the loss for the financial year and on 322716194
ordinary shares being the weighted average number of ordinary shares in issue during the year which excludes the 2782284 shares
held by the esot  in respect of which dividends have been waived 2002 – 324090666 ordinary shares  diluted lossearnings per
share are computed using the lossprofit for the financial year and the diluted number of shares ignoring any potential issue of
ordinary shares which would be antidilutive and are calculated as follows notes to the financial statements for the year ended 30 april
ashtead group plc   51
10  lossearnings per share continued
2003 2002
loss for weighted per profit for weighted per
the financial average no share the financial average no share
year of shares amount year of shares amount
£m millions p £m millions p
as used in the calculation of basic
earnings per share excluding the 
shares held by the esot 332 3227 103 37 3241 11
outstanding share options    16 
as used in the calculation of
diluted earnings per share 332 3227 103 37 3257 11
11  intangible assets – goodwill
cost amortisation net book
value
£m £m £m
group
at 1 may 2002 as previously reported 1781 173 1608
arising in respect of acquisitions in the year 02  02
amortisation during the year  90 90
at 30 april 2003 1783 263 1520
goodwill written off directly to reserves as at 30 april 2003 was £581m 2002  £581m
an amortisation period of 20 years has been selected for the goodwill because this is considered to best represent the useful life of
the goodwill on these acquisitions
12  tangible fixed assets
rental equipment
held under office  
freehold leasehold finance workshop motor 
property property owned leases equipment vehicles total
£m £m £m £m £m £m £m
cost or valuation 
at 1 may 2002 407 286 9381 338 181 73 10666
reclassification 09 10 106 112 11 04 
exchange difference 11 16 570 35 10 10 652
additions 05356822841 64855
disposals 1304360 10 10369
at 30 april 2003 397 299 9239 219 233 113 10500
depreciation 
at 1 may 2002 48 52 2871 67 77 42 3157
reclassification 01 01 32 35 06 03 
exchange difference 01 04 202 12 05 08 232
charge for the period 14 24 1049 28 37 16 1168
disposals 0105115 1108108
at 30 april 2003 61 76 3635 48 126 39 3985
net book value 
at 30 april 2003 336 223 5604 171 107 74 6515
at 30 april 2002 359 234 6510 271 104 31 7509 notes to the financial statements for the year ended 30 april
annual report  accounts 2003
12  tangible fixed assets continued
reclassifications principally relate to the purchase in the year of assets previously held under finance leases
motor vehicle additions in the year include £64m acquired under finance leases  at year end the accumulated depreciation on these
assets was £06m and their net book value was £58m
the net book amount of leasehold property comprises 2003 2002
£m £m
long leasehold 24 11
short leasehold 199 223
223 234
the closing net book value of property stated at cost freehold leasehold
or valuation may be analysed as follows £m £m
stated at cost 321 213
stated at valuation performed at 30 april 1989 15 10
336 223
the net book value at which assets stated at valuation would have
been shown if they had not been revalued is as follows 12 08
13  investments
group
fixed asset investments of the group of £16m comprise own shares held by the employee share ownership trust “esot” which is
established in jersey and holds an interest in 2722575 ordinary shares of nominal value £03m in the company acquired at a cost
of 57p per share  these shares which as described in the remuneration committee report relate to matching awards to directors
under the company’s investment incentive plan and had a market value at 30 april 2003 of £02m
company
shares loans employee
in group to group share
companies companies ownership trust total
£m £m £m £m
at 1 may 2002 2241 1276 16 3533
movements in the year 1227 1276  49
at 30 april 2003 3468  16 3484
the company’s principal subsidiaries are
principal country in which
country of subsidiary undertaking
incorporation operates
ashtead plant hire company limited england united kingdom
ashtead plant hire company ireland limited england republic of ireland
ashtead technology limited scotland united kingdom
ashtead technology south east asia pte limited singapore singapore
ashtead technology inc usa usa
sunbelt rentals inc usa usa
the issued share capital all of which comprises ordinary shares of subsidiaries is 100 owned by the company or by subsidiary
undertakings and all subsidiaries are consolidated  the principal activity of each subsidiary undertaking listed above is equipment
rental  all of the above subsidiaries are held by ashtead group plc except for sunbelt rentals inc and ashtead technology inc
which are owned indirectly through other subsidiary undertakings notes to the financial statements for the year ended 30 april
ashtead group plc   53
14  stock
group 2003 2002
£m £m
raw materials consumables and spares 87 111
goods for resale 29 18
116 129
15  debtors
the the the the
group group company company
2003 2002 2003 2002
£m £m £m £m
trade debtors subject to nonrecourse financing 880   
less nonrecourse financing received 575   
305   
other trade debtors 28 966  
amounts due from group undertakings   1339 1323
prepayments and accrued income 135 141 01 02
468 1107 1340 1325
in june 2002 the group launched a revolving securitisation programme under which it sells or assigns its title and interest in a pool
of invoiced trade debtors to a third party which was funded ultimately in the commercial paper markets  subsequently in march
2003 the identity of the third party changed to a large commercial bank  cash advanced against this pool of trade debtors takes
into account inter alia the risks that may be attached to the debtors and the expected collection period  the group is not obliged
and does not intend to support any losses arising from the assigned debtors  in the event of default in payment by a debtor the
providers of the finance can only obtain repayment of cash advanced as to both principal and interest from the remainder of the
pool of debtors in which they hold an interest  the third party has also confirmed that it will not seek repayment from the group in
any other way
16  bank loans overdrafts and finance lease obligations
the the the the
group group company company
2003 2002 2003 2002
£m £m £m £m
secured bank overdrafts note 18 48 85  
short term portion of secured bank loans note 18 23 26  
short term portion of finance lease obligations 35 124  
106 235  
17  trade and other creditors
the the the the
group group company company
2003 2002 2003 2002
£m £m £m £m
trade creditors 353 595  
bills payable 128 116  
taxation 05 09  
other taxes and social security 79 57  
proposed dividend  93  93
accruals and deferred income 357 347 91 59
922 1217 91 152 notes to the financial statements for the year ended 30 april
annual report  accounts 2003
17  trade and other creditors continued
trade and other creditors include amounts relating to the purchase of fixed assets including outstanding bills of exchange of
£333m 2002  £607m  accruals and deferred income include accrued deferred consideration of £nil 2002  £09m  
18  creditors  amounts falling due in more than one year
the the the the
group group company company
2003 2002 2003 2002
loans are payable as follows £m £m £m £m
between one and two years
 secured bank debt 4156   
 finance lease obligations 61   
between two and five years
 secured bank debt  2627  
 finance lease obligations 128 182  
 525 unsecured convertible loan note due 2008 1298  1298 
over five years
 secured bank debt  2414  
 loan notes 02 03 02 03
 525 unsecured convertible loan note due 2008  1297  1297
5645 6523 1300 1300
interest is payable on these loans currently at rates between 4 and 10  secured bank debt payable in between one and two
years relate amounts drawn under the committed secured senior credit facility which following the amendment of this facility on 30
may 2003 now expires on 28 january 2005  part of the outstanding amount is drawn in the form of revolving advances which were
repayable in may 2003 but are presented as long term because the revolving advance facility is committed until 28 january 2005
secured bank debt including secured bank overdrafts are secured by way of fixed and floating charges over substantially all of the
group’s assets  
the effects of the surprise disclosure by financial controller of sunbelt rentals inc in early march that he had been failing properly to
reconcile a number of balance sheet accounts proved immediate  on the following day the group was due to make representations
and warranties as part of a normal rollover of part of its debt facility  in the light of the disclosure of the inaccuracies in sunbelt’s
reported accounts it was impossible for these representations to be made and as a result the group was put in default of its banking
agreements
following the amendment to the bank agreement agreed on 30 may 2003 resolving the defaults the facility now terminates on 28
january 2005 four months earlier than the previous revolver termination date of 31 may 2005  amortisation of the facility prior to
repayment now comprises
1 50m reduction in revolver commitment at 31 may 2003 which was effected by cancellation of part of the undrawn revolver 
commitment referred to above plus the usual 1 375m term loan amortisation on the same date
2 a further 50m of reduction in revolver commitment at 31 may 2004 which is to be effected by cancelling the remaining undrawn 
revolver commitment of 18m and 32m payable from cash generation over the coming year  the company has also agreed with
the bank group not to use the 18m undrawn revolver commitment in the period prior to its expiry and
3 additionally at 31 may 2004 the company has now committed to make a 28m amortisation payment to the term loan holders so 
as to provide them with the same pro rata paydown in 2004 as the revolver banks are due to receive
the facility is secured by means of fixed and floating charges over substantially all of the group’s assets  under the terms of the
facility the group is required to demonstrate compliance with certain financial covenants comprising the ratios of ebitda to interest
and to senior and total debt levels the ratio of debt levels to the value of tangible assets a maximum capital expenditure
commitment and a minimum cash flow requirement on a quarterly basis  these ratios were reset at the time the banks waived the
defaults resulting from the revelation of the us accounting issue and the board is satisfied that they provide the appropriate financial
flexibility notes to the financial statements for the year ended 30 april
ashtead group plc   55
18  creditors  amounts falling due in more than one year continued
the group also has a secured but uncommitted bank overdraft line provided alongside the main secured facility as well as various
customary off balance sheet facilities  at 30 april 2003 £48m was outstanding under the overdraft facility leaving £62m undrawn
written confirmation has been received from the provider of this facility indicating their intention to continue to make it available until
january 2005 so long as the quarterly financial covenants under the main bank facility are met
the board considers that the renewed facilities provide adequate funding for the group and that the anticipated future cash
generation together with current cash balances and undrawn amounts are sufficient to meet the agreed facility reductions  the
board intends to refinance the existing bank facilities well before their expiry in january 2005  in light of the significant cash
generation this year and that which is expected in the forthcoming two years the board expects that it will be able to complete the
necessary refinancing before the existing facilities expire
19  financial instruments
a discussion of financial instruments used by the group and its approach to managing foreign exchange risk are included in the
financial review on pages 17 and 18  short term debtors and creditors have been excluded from all the following disclosures except
the currency profile of monetary assets
a  the currency and interest rate profile of the group’s financial assets is
floating rate financial assets on which no
total deposits interest is received
£m £m £m
sterling 10 08 02
euros 09 09 
us dollar 82 81 01
singapore dollar 02 02 
at 30 april 2003 103 100 03
sterling 01  01
us dollar 04  04
at 30 april 2002 05  05
floating rate financial assets are deposited for variable periods at prevailing money market rates
b  the currency and interest rate profile of the group’s financial liabilities is
weighted weighted
average average
floating interest time for
rate fixed rate rate at which rate
total borrowings borrowings 30 april is fixed
£m £m £m  years
sterling 1673 315 1358 58 50
us dollar 3894 2164 1730 60 04
euros 184 184  66 
at 30 april 2003 5751 2663 3088 59 24
sterling 1788 488 1300 56 60
us dollar 4816 2794 2022 57 14
euros 154 154  64 
at 30 april 2002 6758 3436 3322 57 26
the group’s sterling fixed rate borrowings at 30 april 2003 comprised the £134m nominal value unsecured convertible loan note due
2008 on which interest is fixed at 525 per annum £02m of fixed rate loan notes issued by the company and £58m of sterling
finance lease obligations  the fixed rate us dollar borrowings relate to us250m £1564m of the borrowings under the group’s
secured loan facility on which interest rates have been fixed by means of two interest rate swaps executed in august 2000 with
lloydstsb bank plc us 125m and bank of america us125m and to £166m of us dollar finance lease obligations  interest
payable on floating rate borrowings is linked to libor rates for the relevant currency notes to the financial statements for the year ended 30 april
annual report  accounts 2003
19  financial instruments continued
c currency profile of monetary assets
during the year the company has used financial instruments for the purpose of managing funding interest rate and currency risk
such derivative financial instruments are only used to manage or hedge underlying exposures and not to create exposures  at 30
april 2003 the only currency exposures in the group’s operations in currencies other than their own functional currency related to
payables of £31m in the us payable in euros and £01m in the republic of ireland payable in pounds sterling  the equivalent
comparatives at 30 april 2002 were payables of £02m in the republic of ireland payable in pounds sterling
d  maturity of financial liabilities
2003 2002
£m £m
in one year or less 106 197
in more than one year but not more than two years 4217 38
in more than two years but not more than five years 1426 2705
in more than five years 02 3818
5751 6758
by type of borrowing the maturity dates at 30 april 2003 are as follows
amount outstanding at 30 april 2003 date facility matures
£m
bank overdraft 48 on demand 
senior credit facility 4179 28 january 2005
525 unsecured loan note due 2008 1298 31 march 2008
ashtead group plc loan notes 02 31 december 2008
finance lease obligations 224 various through 2007
5751
  although the overdraft is repayable on demand the company has been formally advised that the providing bank intend to continue
to make the facility available until at least 28 january 2005 so long as the company is in compliance with the quarterly covenants
under the senior credit facility
e  borrowing facilities
undrawn committed facilities at 30 april 2003 totalled us68m £425m and relate to the undrawn balance of the revolving loan
commitment under the group’s senior secured bank loan facility which expires in more than one years but less than two years  in
accordance with the original provisions of the senior credit agreement us50m £313m of this undrawn commitment lapsed on 31
may 2003 and additionally under the amendment agreement dated 30 may 2003 the company has agreed not to draw on the
remaining undrawn amount until it lapses on 31 may 2004
undrawn overdraft facilities at 30 april 2003 totalled £62m
f  fair value of financial assets and liabilities
the table below provides a comparison by category of the carrying amounts and the fair values of the group’s financial assets and
liabilities at 30 april 2003 fair value is the amount at which a financial instrument could be exchanged in an arm’s length transaction
between informed and willing parties and includes accrued interest  where available market values have been used to determine
fair values where market values are not available fair values have been calculated by discounting expected cash flows at prevailing
interest and exchange rates
summary of methods and assumptions
● bank loans and overdraft loan notes and cash  fair value approximates to the carrying value because of the short maturity of 
these items or because they bear interest at floating rates which are reset to market rates at intervals of less than one year
● 525 convertible loan note and finance lease obligations  fair value at 30 april 2003 is calculated by reference to the present 
value of the cash flows implicit in these liabilities discounted at current market rates for equivalent financial liabilities together 
with in the case of the convertible loan note an estimate of the option value implicit in the conversion option calculated using a 
suitable option pricing model
● interest rate swap agreements  fair value is determined by reference to market quotations obtained with reference to interest 
rates ruling at 30 april 2003 notes to the financial statements for the year ended 30 april
ashtead group plc   57
19  financial instruments continued
primary financial instruments held or at 30 april 2003 at 30 april 2002
issued to finance the group’s operations book value fair value book value fair value
£m £m £m £m
short term borrowings and overdrafts 71 71 111 111
finance lease obligations 224 195 306 306
other secured bank loans
all of which bear interest at floating rates 4156 4156 5041 5041
other loan notes 02 02 03 03
525 unsecured convertible loan note due 2008 1298 996 1297 1002
cash at bank 103 103 05 05
5648 5317 6753 6458
derivative financial instruments held to manage interest rate profile
interest rate swaps net loss  49 101
in line with the group’s accounting policy of accounting for derivatives used to manage the balance between fixed and floating rate
interest rates on long term debt rateably in earnings over the period of the contracts £46m of the total unrecognised loss on the
interest rate swaps of £49m at 30 april 2003 will be recognised in the year ending 30 april 2004
20  provisions for liabilities and charges
2003 2002
deferred taxation £m £m
liability recognised in the accounts
 short term timing differences 129 10
 tax effect of losses in subsidiary company 562 547
 accelerated capital allowances 977 968
286 411
unrecognised deferred tax asset relating to
 accelerated capital allowances 172 98
 tax losses in subsidiary company 07 08
 short term timing differences 02 
181 106
the movement in the year in the liability provided is £m
at 1 may 2002 as restated under frs 19 411
exchange differences 32
credited to profit and loss account 93
at 30 april 2003 286
no deferred tax has been provided in respect of the surplus arising on revaluation of the group’s properties because all of the
properties are employed in the group’s business and it is not the group’s intention to dispose of any of them in any event the
likelihood of a material tax liability arising on disposal is remote due to the availability of rollover relief  additionally no deferred tax is
provided on the unremitted earnings of overseas subsidiaries because it is not intended to remit these in the foreseeable future
other provisions
self insurance other total
£m £m £m
at 1 may 2002 35 08 43
reclassification 13 13 
exchange differences 05 01 06
utilised 73 66 139
charged in the year – current year amount 116 81 197
exceptional charge – change in estimation method 74  74
at 30 april 2003 134 35 169 notes to the financial statements for the year ended 30 april
annual report  accounts 2003
20  provisions for liabilities and charges continued
self insurance provisions relate to the estimated liability in respect of costs to be incurred under the group’s self insurance
programmes for events occurring on or prior to the year end  in previous years the provision was estimated based on a case by
case assessment by the independent claims handling agents of the likely outturn on each case  this year the estimation method has
been amended and the provision is now based on a projection by independent actuaries and the company’s insurance broker of the
most likely final total cost of self insured risk based on historic claims experience for sunbelt bet and the us industry generally
the impact of this change in estimation method which the directors consider provides a more appropriate estimation of the required
provision was to increase the amount provided at 30 april 2003 by £101m of which £27m relates to the current year and £74m to
the amount provided at 30 april 2002  the latter amount is treated as an exceptional item  other provisions include individually
insignificant items most of which are expected to be utilised within one to two years
21  called up share capital and 525 unsecured convertible loan note due 2008
ordinary shares of 10p each 2003 2002 2003 2002
number number £m £m
authorised 450000000 450000000 450 450
allotted called up and fully paid 325655164 325131792 326 325
during the year to 30 april 2003 523372 ordinary shares were issued for cash to employees exercising options granted over the
company’s share capital  the total consideration received was £01m
in june 2000 in connection with the acquisition of bet usa the company issued the 525 £134m nominal value unsecured
convertible loan note due 2008  this loan note is convertible at the holder’s option into 89333333 ordinary shares at any time after
1 june 2001 and if not converted is redeemable at par on 1 june 2008  the convertible loan note bore no interest in its first year of
issue  no transfer of the loan note is permitted in its first year of issue and thereafter it may only be transferred with the consent of
the company which will be granted if the company is satisfied that the transferee and any connected persons would not in
consequence of the transfer hold ten per cent or more of the issued share capital of the company after conversion  certain orderly
marketing restrictions also apply to ordinary shares issued through conversion
22  movements in shareholders’ funds
share profit 
share premium revaluation and loss
capital account reserve account total 2002
£m £m £m £m £m £m
group
lossprofit for the financial year    332 332 37
equity dividends      113
  332 332 76
other recognised gains and losses
relating to the year    04 04 07
share capital subscribed 01    01 07
net additionsreductions to
shareholders’ funds 01   336 335 76
at 1 may 2002 325 1007 05 608 1945 2021
closing shareholders’ funds 326 1007 05 272 1610 1945
company
profit for the financial year    27 27 88
equity dividends      113
  27 27 25
other recognised gains and losses
relating to the year    01 01 
share capital subscribed 01    01 07
net additionsreductions to
shareholders’ funds 01   26 27 18
at 1 may 2002 325 1007 1986 88 3406 3424
closing shareholders’ funds 326 1007 1986 114 3433 3406 notes to the financial statements for the year ended 30 april
ashtead group plc   59
23  operating leases
minimum annual commitments under existing operating leases may be analysed by date of expiry of the lease as follows
2003 2002
£m £m
land and buildings
expiring in one year 04 08
expiring between two and five years 50 43
expiring in more than five years 111 94
165 145
other
expiring in one year 22 16
expiring between two and five years 159 104
expiring in more than five years 03 14
184 134
total 349 279
24  pensions
the group operates pension plans for the benefit of qualifying employees  the major plans for new employees throughout the group
are all defined contribution plans following the introduction of the new stakeholder pension plan for uk employees in may 2002
the group also has a number of defined benefit plans of which the largest is the former plan for uk employees  this plan which
was closed to new members in 2001 is a funded defined benefit plan with trustee administered assets held separately from those of
the group  the latest triennial actuarial valuation of this plan was performed as at 30 april 2001 by aon limited using the projected
unit credit method and was carried out on a marketrelated basis using a conservative set of actuarial assumptions for funding
purposes and a “best estimate” set for accounting purposes as required by ssap 24  the other defined benefit plans have also
been valued for accounting purposes by qualified actuaries as at 30 april 2002 using methodologies appropriate to the nature of
each plan
the principal actuarial assumptions used in the main uk plan for funding and for accounting purposes were the same except for the
preretirement investment return where 69 per annum and 725 per annum were used respectively for past service and future
service for funding purposes against 79 per annum in both cases for accounting purposes and the assumed annual increase in
salaries which was 45 for funding purposes and 40 for accounting purposes  the other main assumptions for both funding and
accounting purposes were the postretirement investment return for current pensioners of 51 and for noncurrent pensioners of
525 and the annual inflation rate of 25  
on a combined basis the market value of the plan assets at the respective valuation dates was £236m  on an ongoing basis
assets at market value were sufficient to cover 810 of the benefits that had accrued to members on the funding basis and 890
on the ssap 24 accounting basis  on the advice of the actuary employer’s contributions were paid to the main uk plan during the
year ended 30 april 2003 at the rate of 110 of members’ pensionable salaries at 1 may 2002 increased to 150 from 1 may
2003 in the case of the other plans contributions were at the amounts set by the actuary  for accounting purposes the actuarial
deficit in each plan is being spread over the average remaining expected service life of the employees in the plan
the table below shows the employer’s cost calculated in accordance with the provisions of ssap 24 for the main uk plan and for
the other plans
2003 2002
£m £m
defined contribution plans 13 06
defined benefit plans
 regular cost 15 15
 variation from regular cost 10 06
38 27
accrual for future contributions 01 01 notes to the financial statements for the year ended 30 april
annual report  accounts 2003
24  pensions continued
additional pension disclosures under frs17
each of the company’s defined benefit pension commitments were valued at 30 april 2003 under the provisions of frs 17 by
independent qualified actuaries using the projected unit valuation method  the major financial assumptions applied by the actuary
were  a discount rate of 55 2002 – 60 a rate of increase in pensions in payment of 25 2002 – 25 in respect of pension
accrued after april 1997 an inflation rate of 25 2002 – 275 and a rate of increase in salaries of 40 2002 – 425  the
classes of asset in the plans and their expected rates of return were equities 725 2002 – 69 fixed interest bonds and gilts
50 2002 – 55 and other 40 2002 – 40
under these assumptions and the methods prescribed in frs 17 the group’s total commitment at 30 april 2003 in respect of its
defined benefit pension commitments is
2003 2002
£m £m
equities 156 173
bonds 41 31
property 21 20
cash 07 14
total market value of assets 225 238
present value of schemes’ liabilities as determined by the actuaries using the method and
assumptions prescribed by frs17 as outlined above 370 309
net deficit on the basis prescribed by frs17 145 71
were frs 17 to have been applied in the accounts at 30 april 2003 the impact on profit and loss account reserves would have been
as follows
2003 2002
£m £m
profit and loss reserve as reported in the accounts at 30 april 2003 272 608
amounts included in the balance sheet in the accounts 01 01
frs17 pension liability 145 71
profit and loss reserve at 30 april 2003 if frs 17 had been applied 128 538
the amount charged to the profit and loss account if the frs17 basis of accounting had been applied would have been
2003
£m
charged within operating costs
current service cost – defined benefit plans 20
current service cost – defined contribution plans 13
33
charged within net interest payable and similar charges
expected return on pension scheme assets 17
interest on pension liabilities 19
02
total profit and loss account charge before tax 35
amounts recognised in the statement of total recognised gains and losses
actual return less expected return on pension scheme assets 54
experience gains arising on scheme liabilities 05
impact of changes in assumptions relating to the present value of scheme liabilities 27
actuarial loss 76 notes to the financial statements for the year ended 30 april
ashtead group plc   61
24  pensions continued
2003
£m
movement in deficit during the year
at 1 may 2002 71
current service cost 33
contributions 37
other finance income 02
actuarial loss 76
at 30 april 2003 145
the movement in the year from a deficit of £71m to a deficit of £139m is principally attributable to a reduction in the market value of
assets  during the year the main indices against which the scheme assets are benchmarked fell by 14
history of experience gains and losses 2003
£m
difference between actual and expected return on scheme assets
 amount 54
 percentage of scheme assets 24
experience gains and losses on scheme liabilities
 amount 05
 percentage of the present value of scheme liabilities 1
total amount recognised in the statement of total recognised gains and losses
 amount 76
 percentage of the present value of scheme liabilities 21
frs 17 requires that the pension schemes are valued using market conditions at the company’s year end  this may produce a
volatile figure for the surplus or deficit as given a large proportion of the plan assets are held in equities it is largely dependent on
the level of the stockmarket at the company’s year end
25  notes to the cash flow statement
a  cash flow from operating activities 2003 2002
£m £m
operating profit before exceptional items and goodwill amortisation 391 813
depreciation of tangible fixed assets excluding exceptional depreciation 1110 1209
ebitda 1501 2022
gain on sale of tangible fixed assets 27 15
decrease in stocks 13 24
decrease in trade debtors 54 153
decreaseincrease in trade creditors 25 154
exchange differences 07 10
net cash inflow from operating activities before exceptional items 1573 2020 notes to the financial statements for the year ended 30 april
annual report  accounts 2003
25  notes to the cash flow statement continued
b  reconciliation to net debt 2003 2002
£m £m
increasedecrease in cash in the period 92 69
increase in cash collateral balances 37 
decreaseincrease in bank loans 539 325
decrease in finance lease obligation 119 
change in net debt from cash flows 787 394
translation difference 383 88
non cash movement 525 unsecured convertible loan note due 2008 01 18
 obligation due on finance leases 64 306
movement in net debt in the period 1105 630
net debt at 1 may 6753 6123
net debt at 30 april 5648 6753
c  analysis of net debt 1 may cash  noncash exchange 30 april 
2002 flow movements movement 2003
£m £m £m £m £m
cash 05 61   66
cash collateral balances  37   37
overdrafts 85 31  06 48
80 129  06 55
debt due after 1 year 6523 576 65 367 5645
debt due within 1 year 150 82  10 58
total net debt 6753 787 65 383 5648
noncash movements relate to the accrued interest on the 525 unsecured convertible loan note due 2008 and to new finance
lease obligations incurred in the year  the combined total of cash and cash collateral balances which are restricted cash held to
secure letters of credit of £103m is classified in the balance sheet as cash at bank and in hand
d  acquisitions 2003 2002
£m £m
cash consideration on current year acquisitions  71
cash consideration refunded on prior year acquisition  38
deferred consideration paid on prior year acquisitions 08 
08 33
because the acquired businesses were fully integrated immediately into the group’s operations it is not practicable to analyse net
cash flows between the acquired entities and the group’s other operations
e  drawdownredemption of loans 2003 2002
£m £m
drawdown of loans
revolver loans 119 893
119 893
redemption of loans
bank loans 657 568
other loan notes 01 
658 568
539 325 notes to the financial statements for the year ended 30 april
ashtead group plc   63
25  notes to the cash flow statement continued
f  exceptional items
exceptional costs paid in the year comprise £44m classified under operating activities relating to amounts paid in respect of the uk
business rationalisation and to advisory fees relating to the company’s debt facilities and a further £32m classified under servicing
of finance relating to amounts paid to providers of finance
26  contingent liabilities
the group is subject to periodic legal claims in the ordinary course of its business  however the claims outstanding at 30 april 2003
are not expected to have a significant impact on the group’s financial position  
the company has guaranteed bank and other borrowing facilities of subsidiary undertakings under the group’s secured credit
facility  at 30 april 2003 the amount borrowed under these facilities was £4179m 30 april 2002  £5152m  additionally the
company is a guarantor to a letter of credit facility provided to sunbelt rentals inc under bilateral arrangements under the secured
credit facility  at 30 april 2003 letters of credit issued by the provider under these arrangements totalled £100m
the company has also guaranteed annual operating lease commitments of subsidiary undertakings where the minimum lease
commitment at 30 april 2003 totalled £771m 2002  £790m in respect of land and buildings and £230m 2002  £283m in respect
of other operating lease rentals of which £57m and £111m respectively is payable by subsidiary undertakings in the year ending 30
april 2004
27  capital commitments
at 30 april 2003 capital commitments in respect of purchases of rental equipment totalled £22m 2002  £86m all of which had
been ordered  there were no other material capital commitments at the yearend
28  related party transactions
during the year sunbelt rentals inc incurred £21000 for the purchase of artwork equipment decals and business cards from images
unlimited a company controlled by the wife of mr b dressel a director of the company  the amount due to images unlimited at the
end of the year was less than £1000
29  employees
the average number of employees during the year was as follows
2003 2002
north america 3878 3807
united kingdom 2500 2578
rest of world 9 8
6387 6393
30  post balance sheet events
on 30 may 2003 the company’s debt providers agreed with the company to waive the defaults resulting from the us accounting
irregularity  consequential on these agreements and in anticipation of the amounts which will be payable on completion of the
intended future refinancing the company will record a charge of approximately £68m in respect of fees due to debt providers and
advisers in the six months to 31 october 2003 seven year history
annual report  accounts 2003
restated
year year year year year year year
to 30 to 30 to 30 to 30 to 30 to 30 to 30
april april april april april april april
2003 2002 2001 2000 1999 1998 1997
in £m
turnover 5395 5837 5520 3024 2560 2025 1476 
depreciation 1168 1209 1145 668 633 485 331 
operating profit • 391 813 886 575 463 407 292 
pretax lossprofit  • 18 289 412 466 386 357 274 
capital expenditure 855 1138 2377 1582 1457 1534 989 
book cost of rental
equipment 9458 9719 9628 6295 5279 3941 2456 
net cash inflow from
operating activities 1573 2020 1730 1114 891 776 565 
shareholders’ funds 1610 1945 2021 2368 2075 1513 1199
in pence
dividends per share nil 350 350 316 270 230 1825 
in percent
depreciation  of turnover 216 207 207 221 247 239 224 
operating profit margin • 72 139 161 190 181 200 198 
pretax lossprofit margin • 03 50 75 154 151 176 186
people
employees at year end 6078 6545 6043 3930 3735 3174 2268 
locations
profit centres at year end 449 463 443 352 341 275 181 
 before exceptional items and goodwill amortisation
•  the results for the years up to 30 april 2000 were restated in 20001 to reflect the adoption of new accounting policies and 
estimation techniques under frs 18 in that year  
senior management
sunbelt rentals
bruce dressel
kurt kenkel
charles miller
brendan horgan
cliff miller
randy nelson
earl rose
jason wallace
brian tate 
aplant
sat dhaiwal
john bankes
richard dey
tony durant
paul fereday
paul mooney
mark sharkey
gary thompson
bob watts
richard winfield
ashtead technology rentals
rob phillips
andy holroyd
peter simpson
iain guthrie
corporate
george burnett
ian robson
robert clark
ritain patel where we are  sunbelt rentals
ashtead group plc   65
allegheny
ashland
charleston 
charlottesville
roanoke
winchester
california
belmont
belmont scaffolding
concord
concord scaffolding
fresno
fresno scaffolding
reno scaffolding
sacremento
sacremento scaffolding
capital
frederick
fredericksburg
gaithersburg
manassas
mclean
northern pile driving
springfield
sterling
central
charlotte
charlotte awp
charlotte pump  power
charlotte scaffolding
concord
gastonia
hickory
indian trail
lake wylie
mooresville
pineville
rock hill
central florida
lake fairview
mid city orlando
orlando
orlando awp
orlando pump  power
orlando scaffolding
orlando traffic safety
sanford
titusville
winter garden
coastal atlantic
charleston
charleston scaffolding
coastal pump  power
hilton head
mobile industrial resources
savannah
summerville
southern california
glendale
la mirada
fontana
south central
granite city
evansville
st louis
delaware valley
pennsauken
philadelphia
southampton
south jersey pump  power
swedesboro
eastern central
indianapolis
kokomo
lansing
layfayette
south bend
toledo
florida gulf
ft myers
ft myers mast climbers
ft myers scaffolding
oldsmar
tampa awp
tampa pump  power
tampa scaffolding
inland mountain
boise
las vegas
tempe
west valley
west valley scaffolding
mid altantic
durham
fayetteville 
greensboro
raleigh
raleigh awp
raleigh scaffolding
wake forest
wake forest pump  power
winston salem
winterville
north florida
alabama pump  power
birmingham 3
birmingham scaffolding
brunswick
jacksonville
jacksonville awp
jacksonville pump  power
jacksonville scaffolding
n jacksonville
orange park
west jacksonville
north georgia
atlanta awp
atlanta pump  power
atlanta scaffolding
covington
douglasville
duluth
kennesaw
lake lanier
macon
mid town atlanta
riverdale
northern
baltimore
washington access
finsburg
hunt valley
laurel
maryland pump  power
parkville
waldorf
washington
ohio valley
cincinnati
cincinnati scaffolding
clarksville
columbus 2
dayton
florence ky
lexington
louisville
louisville scaffolding
oregon
albany
eugene
eugene scaffolding
gresham
hillsboro
longview scaffolding
portland
portland scaffolding
salem
salem scaffolding
south florida 
ft lauderdale
pembroke pines
south florida awp
south florida scaffolding
west palm beach 2
southern va
chesapeake
east richmond
hampton rds scaffolding
newport news
richmond
richmond awp
richmond scaffolding
virginia beach
va beach pump  power
west creek
texas
arlington
austin
beaumont
dallas
houston awp
houston scaffolding
kyle
san antonio
tennessee
clarksville 
decatur
la vergne
nashville
nashville awp
nashville pump  power
nashville scaffolding
rivergate
upstate south carolina
augusta  cayce
columbia
florence
greenville
little river
myrtle beach
spartanburg
wilmington
wilmington industrial resources
wilmington scaffolding
washington
bellingham scaffolding
kent awp
kent scaffolding
lakewood
lynwood
north bend
pasco
pasco scaffolding
redmond
seattle pump  power
spokane scaffolding
tacoma
tacoma industrial resources
tacoma scaffolding
woodinville
western central
bloomington
chicago pump  power
decatur
des moines
east peoria
joliet
moline where we are  aplant
where we are  ashtead technology rentals
annual report  accounts 2003
north west tool
blackpool
ellesmere port
liverpool north
liverpool city
manchester 
oldham  
salford
stockport 
stoke
telford
warrington
north west plant
astley
barrow
carlisle
deeside
egremont
kendal
liverpool
reddish
whitehaven
scotland plant
aberdeen 
ayr
cumberland
dundee
falkirk
glasgow
glasgow main
inverness
kilmarnock
ladybank
perth
north east tool
doncaster
hartlepool
hull 
leeds
leeds city
sheffield 
scunthorpe
sunderland
teeside 
tyneside
wetherby
north east plant
bradford 
earlston
edinburgh th
edinburgh main
edinburgh tt
gateshead
hull
immingham
leeds
leeds central
newcastle
rotherham 
sheffield
teeside 
york
south east plant
barking 
battersea 
canterbury
east london
ford
heathrow
leatherhead
maidstone
medway
romford
southampton
staines tt
south east tool
arundel
basildon 
fareham
gatwick
heathrow
lancing
leatherhead 
maidstone
london tools
battersea 
bow 
luton
new cross
staples corner
watford 
home counties
and anglia
aylesbury
cambridge
colchester
hemel hempstead
ipswich
letchworth
long stratton
milton keynes
northampton
watford
south west plant
barnstaple
bodmin
bridgend
bridgwater
bristol
cardiff
exeter
milford haven
plymouth
swansea
swindon
thatcham
weymouth
south west tool
bristol st phillips
cardiff
newport
plymouth
north midlands
tool
burton 
chesterfield north
derby north
derby south
heanor
leicester central
leicester city
loughborough 
midlands plant
boston
chesterfield 
coventry
derby ascot
leicester
lincoln
nottingham
nottingham central
oldbury
sleaford
stoke
telford
walsall wood
midlands tool
birmingham 
coventry 
erdington
heanor
nuneaton
redditch
tamworth 
wolverhampton  
east midlands
tool
grantham
ipswich
kesteven
lincoln
newark
northampton
norwich
nottingham east
nottingham west
ireland 
general plant
belfast tool
carlow
cork
dublin 
dublin tool
galway
limerick
lisburn
ireland 
specialist plant
belfast acrow
cork acrow
dublin acrow
galway acrow
dublin rentarc
lisburn rentarc
acrow
aberdeen acrow
bristol acrow
cardiff acrow
chesterfield 
acrow
colnbrook acrow
edinburgh acrow
glasgow acrow
leeds acrow
liverpool acrow
manchester 
acrow
newcastle acrow
norwich acrow
romford acrow
tavistock acrow
walsall acrow
groundcare
abergavenny
irvine
manchester 
storrington
rail
avonmouth
derby
manchester
norwich
romford
perth
west london
powered access
aberdeen
avonmouth
birmingham
brentwood
brentwood hoists
bridgend
kendal
leeds
manchester
northampton
nottingham
southampton
stockton
tamworth
accommodation
basildon
bedford
bridgend
coventry
exeter
kilmarnock
leeds
lincoln
maidstone
manchester
nottingham
southampton
power generation
 rentarc
aberdeen
barton on 
humber
birkenhead
cambridge
carlisle
derby
eastleigh
lowestoft
manchester
newmains
newport
salford
stockton
walsall 
pumpstraffic
bradford
burton
colnbrook
falkirk
glasgow
leeds
loughborough
loughborough ts
manchester
milton keynes
north east traffic
preston
romford
romsey
tottenham
uk
aberdeen
usa
houston texas
rochester new york
pasadena texas
irvine california
hayward california
canada
mississauga ontario
singapore
singapore ashtead group plc   3
2003 annual general meeting  22 september 2003
2004 annual general meeting  20 september 2004
company secretary
robert clark fca atii
registered office
king’s court
4151 kingston road
leatherhead
surrey
kt22 7ap
registered number 1807982
future dates
designed  produced by ds marketing  07000 887700 ashtead group plc
king’s court
4151 kingston road
leatherhead
surrey kt22 7ap
wwwashteadgroupcom
rentals


Summary:
 while it is impossible to determine precisely the trading effects
of the us accounting irregularities they undoubtedly had an
impact on the group’s performance in the last quarter  on a
constant currency basis total revenues for the year declined 2
and ebitda by 18  however the effect of the weak us dollar
increased these reductions to 8 and 23 respectively at
actual exchange rates and operating profit before exceptional
items and goodwill amortisation declined by 49 at actual rates
with similar percentage declines in each division  actions taken
to reduce the cost base included a reduction of 23 in the
number of uk branches and a reduction of 71 in group staff
numbers
sunbelt
sunbelt continued to take market share in the usa although
trading conditions were the most challenging for over a decade
these were exacerbated in the second half by the wettest
weather conditions on parts of the east coast since records
began  the maintenance of dollar revenues at last year’s levels
reflected maintained utilisation levels and the benefit of the
twentythree branches opened in the previous year and four in 
the first half of the current year  these benefits were offset by
increased pressure on rental rates  the 02 decline in
sunbelt’s dollar revenues compared with the collective decline of
6 in revenues reported by the top ten us equipment rental
companies in calendar year 2002  although cost reduction
measures were put in place the drag effect of the additional 27
branches reduced sunbelt’s profitability with its ebitda margin
chief executive’s review
having addressed a number of significant coinciding issues the board looks forward to
making progress on the road to recovery in the coming year the board is confident
that all three divisions will continue to be cash generative and that significant net free
cash flow will be generated in the coming year and beyond with an attendant reduction
in debt levels
annual report  accounts 2003
 before exceptional items and in 2002 excluding the prior year bet lease impact
 operating profit before exceptional items and goodwill amortisation  additionally in 2002 the sunbelt figures exclude the prior 
year bet lease impact
a reconciliation between these figures and the loss before tax for the year is given in the financial review on pages 8 to 11
divisional performance
revenues ebitda divisional profit
2003 2002 2003 2002 2003 2002
£m £m £m £m £m £m
sunbelt rentals 3491 3822 993 1305 329 626
aplant 1784 1870 489 602 79 145
ashtead technology 120 145 61 84 25 42
group central costs   42 47 42 47
5395 5837 1501 1944 391 766 falling to 284 341 and its divisional profit margin to 94
164
during the last quarter of the year sunbelt implemented the
leading it operating system in the us rental market  this will
facilitate improved efficiencies in customer service and cost
control through a supplier rationalisation programme in the
coming year  capital expenditure will also be kept under tight
control being concentrated on higher margin products as part of
a reconfiguration of the rental fleet
in recent months there has been a better balance between
supply and demand as major equipment disposal programmes
by our competitors appear to have been largely completed and
dollar revenues have continued broadly in line with those of a
year ago
aplant
as previously mentioned the knockon effect of the us
accounting problem had an adverse impact on aplant our uk
subsidiary as it damaged the confidence of customers and
suppliers  as a result the positive trend achieved in the first half
and beyond was reversed  full year ebitda margins were
274 322 while divisional profit margins fell to 44 78
during the year the integration of the four regional accounting
offices and the uk corporate and marketing office into our new
warrington facility was successfully completed on time and
within budget  aplant’s business was also restructured on a
product basis to give our specialist and tool hire shop
businesses a national presence and our general equipment
locations a greater focus
a national meeting of uk managers was held in june supported
by a number of key suppliers to confirm the successful outcome
of the banking discussions to share with them our strategy and
business plan and to brief them on a significant new incentive
programme with a view to increasing market share  the
ashtead group plc   5
➲ achievement of this goal has been enhanced by the impending
announcement of a 3 year preferred supplier contract with one
of the country’s largest contractors  the contract has a potential
value of several million pounds per annum
since the beginning of june there has been a steady increase in
the number and value of rental contracts towards the level of
early march
ashtead technology
the offshore oil and gas industry was particularly weak in
technology’s two principal markets aberdeen where the effects
were partially offset by serving customers in the west african
sector and houston  despite the slow us economy the
environmental business continued to trade well  costs and
capital expenditure were kept under tight control  recently we
have seen improvement in the offshore market and technology’s
management is more optimistic about the future than it has been
for some time
cashflow
the group generated a net free cash inflow in the year of
£389m a £681m turnround on the previous year’s outflow of
£292m  net debt at year
end was £6223m £530m
less than the previous year’s
£6753m  at constant
exchange rates the
reduction was £212m
capital expenditure was
limited to £855m down
from £1138m in the
previous year reflecting
economic conditions  £710m was spent on the equipment fleet
of which £584m was replacement expenditure and £126m for
expansion  the average age of the fleet at 30 april 2003 was a
fraction over four years in both the uk and the us but in the
us when the longerlife aerial work platform fleet is excluded
the average fleet age for the rest of the fleet reduces to slightly
below three and a half years  this means that the group retains
a relatively young fleet which is important at the current difficult
stage of the economic cycle  gains on disposal of fixed assets
were £27m up from £15m in the previous year
it is anticipated that capital expenditure in the coming year will
remain at similar levels but with a higher proportion spent in the
uk  significant net free cash flow is also expected
response to the us accounting issue
immediate action was taken in response to the us accounting
issue  sunbelt’s financial controller left the company  a
temporary replacement was installed who continues to provide
transitional support to a full time appointee who joined sunbelt
in may  a forensic investigation was undertaken by kpmg
reporting to the group and its banks  deloitte  touche was
also employed to assist the company in the production and
review of detailed business plans across the group  an
ambitious target date of the end of may was set for the
determination of the extent of the accounting problem and the
conclusion of discussions with the group’s bankers and the
delivery of a renewed bank facility  these deadlines were met
and an amended facility committed to january 2005 with
revised covenants reflecting current trading conditions was put
in place at the end of may
the audit of our financial statements has since been concluded
by pricewaterhousecoopers and a new senior group position
chief executive’s review
annual report  accounts 2003 ashtead group plc   7
director of financial reporting has been created and filled from
outside the group
outlook
there are some indications that the worst is over as far as the
economic cycle is concerned  us government statistics for our
principal market nonresidential construction show that after a
30 decline in the period march 2001 to september 2002 the
position has been stable for the last eight months  the
continued large investment in pfi work and the announcement
of a significant roadwidening programme by the uk government
are signs of encouragement as aplant continues to develop its
major account programme  the offshore market particularly
that in houston has picked up in recent months after a slow
period
the equipment rental industry tends to lag the economic cycle
making it prudent to be cautious  having addressed a number
of significant coinciding issues the board looks forward to
making progress on the road to recovery in the coming year
the board is confident that all three divisions will continue to be
cash generative and that significant net free cash flow will be
generated in the coming year and beyond with an attendant
reduction in debt levels  the group remains a half billion pound
business with market leading positions which offer significant
operating leverage as market conditions improve
george burnett
chief executive
15 july 2003
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