Final Results

Travis Perkins PLC
10 March 2003


10 March 2003



                 PRE-TAX PROFIT UP 24.5 PER CENT TO £137.6 MILLION


                  OPERATING PROFIT BEFORE AMORTISATION OF GOODWILL
                         UP 22.5 PER CENT AT £158.2 MILLION


                                                                    2002          2001          Increase
                                                                      £m            £m                 %

Turnover                                                         1,417.5       1,279.3              10.8

Operating profit before amortisation of goodwill                   158.2         129.1              22.5
Profit before taxation                                             137.6         110.5              24.5
Profit after taxation                                               91.8          75.0              22.4
Basic earnings per ordinary share                                   81.9p         67.3p             21.7
Adjusted earnings per ordinary share before
 amortisation of goodwill and profit on sale of                     91.6p         75.5p             21.3
 properties
Final dividend per share                                            13.4p         11.8p             13.6
Total dividend per share                                            19.5p         17.2p             13.4


Frank McKay, chief executive, said: 'After what has been another very successful
year for the company, customer confidence in 2003 is so far holding up against
the current background of global uncertainty.  We continue to make progress with
the main drivers of growth remaining positive.  The full year benefits of our
aggressive acquisition programme in 2002 will provide a significant part of our
earnings growth in 2003 as like for like volumes are likely to continue the
flatter trend evident in the second half of the year.  Against this background
the priority this year will be to complement our many initiatives which
stimulate organic growth by building further on our acquisition and greenfield
site programmes.'


Enquiries    Frank McKay                            Paul Hampden Smith
             Chief Executive                        Finance Director
             Tel:  [phone] (office today)     Tel:  [phone] (mobile)
                   07712 878 700 (mobile)


Issued on behalf of Travis Perkins plc by Tavistock Communications Limited
(contact: Keith Payne, Tel: [phone]).


Chairman's Statement

RESULTS

I am pleased to report pre-tax profits for the year ended 31 December 2002 of
£137.6 million, an increase of 24.5 per cent over the £110.5 million earned in
2001.  Turnover at £1,417.5 million was 10.8 per cent ahead of the previous
year.  Operating profit before goodwill amortisation of £12.1 million (2001:
£10.5 million) was £158.2 million, compared with £129.1 million in 2001, an
increase of 22.5 per cent.

Basic earnings per share were up 21.7 per cent at 81.9 pence, compared with 67.3
pence in 2001. Adjusted earnings per share, (prior to amortisation of goodwill
and excluding profit from the sale of surplus properties) rose 21.3 per cent to
91.6 pence from 75.5 pence.


DIVIDEND

The board is recommending a final dividend of 13.4 pence per share, an increase
of 13.6 per cent on the final dividend of 11.8 pence for 2001. Together with the
interim dividend of 6.1 pence, this would give a total annual dividend of 19.5
pence per share, up 13.4 per cent on the previous year.


BOARD OF DIRECTORS

Neil Clarke, our senior non-executive director, retired on 31 December 2002,
having served on the board for 12 years. For most of that time he was Chairman
of the Audit Committee and of the Remuneration and Nominations Committee.

On behalf of shareholders, I thank Neil for his significant contribution and
wish him well in the future.


CORPORATE GOVERNANCE

The group board has maintained its active review of all the major areas of risk
to the company.

Reports on these risks to the group board include recommendations where
necessary for any improvements in the controls or the management of the risks. A
more comprehensive explanation of these controls will be contained in the
corporate governance section of the annual report and accounts.


OUTLOOK

After what has been another very successful year for the company, customer
confidence in 2003 is so far holding up against the current background of global
uncertainty.  We continue to make progress with the main drivers of growth
remaining positive.  The full year benefits of our aggressive acquisition
programme in 2002 will provide a significant part of our earnings growth in 2003
as like for like volumes are likely to continue the flatter trend evident in the
second half of the year.  Against this background the priority this year will be
to complement our many initiatives which stimulate organic growth by building
further on our acquisition and greenfield site programmes.

T. E. P. Stevenson



Chief Executive's Review

RESULTS

The company experienced a further year of strong growth in 2002.  Operating
profit before amortisation of goodwill rose 22.5 per cent to £158.2 million from
£129.1 million in 2001. Turnover increased by 10.8 per cent to £1,417.5 million
from £1,279.3 million.  Sales growth was driven by the acquisition of City
Plumbing Supplies ('CPS') and of Commercial Ceiling Factors ('CCF') and by
continued investment in the acquisition of independent merchants, new greenfield
sites and the existing branch network.

A significant improvement in the overall operating margin (before goodwill
amortisation) for the year to 11.2 per cent from 10.1 per cent in 2001,
reflected continuing progress on a variety of ongoing improvement projects
throughout the group.  Excluding the newly acquired CPS and CCF, (whose
contributions were for only part of the year), operating margins moved further
ahead.

The 101 branches acquired in June 1999 with the acquisition of Keyline continued
to perform well.  Higher returns were obtained from both those re-branded Travis
Perkins and those retaining the Keyline brand, resulting in the 8 per cent
operating margin target for the Keyline business being achieved within the time
set.  The 38 original Sharpe & Fisher branches and the 9 Broombys branches in
Cumbria have continued to improve and are performing ahead of the financial
targets established when the businesses were first acquired.

Gross profit including rebates improved further on a like-for-like basis as a
percentage of sales.  Pressure on overheads continued, particularly in relation
to employment costs.


DEVELOPMENTS

The major developments of the year were on the acquisition front.   CPS,
acquired on 1 July for £39.0 million enterprise value, brought a further 48
branches into the group and strengthened significantly our presence in the
plumbing and heating sector. CPS is performing in line with expectations.  It
has added four more branches since being acquired and now operates from 52
outlets.

CCF, acquired in October for £45.9 million, enhances further our ability to
service customers in the growing drylining and insulation sector. Added to the
five Atkins distribution centres already owned and the new Atkins West London
greenfield site opened during the year, CCF increases Travis Perkins' total
number of specialist centres to 26.  In addition, it enables us to supply
ceilings and partitions, a move consistent with our strategy of investing in
complementary distribution areas within carefully chosen markets.  Integration
is proceeding well with management responsibility for the Atkins' branches now
transferred to CCF in order to maximise opportunities for improved sales
logistics and customer service. CCF is also trading in line with expectations.

The acquisition of mixed merchant branches continued alongside the larger
acquisitions and as a consequence a further 29 branches were added to the
network of which 2 were branded Keyline. The total amount spent on acquisitions
during the year was £113.5 million.

In addition, four full-product greenfield branches were opened, at Thornbury,
Dover, Canvey, and Hungerford , and two TP Plumbing and Heating branches, at
Epsom and Waltham Cross.  A net three tool hire outlets were opened within our
existing branches, bringing the total number of branches offering this facility
to 148.

At the end of 2002 we were trading from a total of 610 branches, an increase of
108 on the number at the end of the previous year.


BRANCH IMPROVEMENTS

A programme of continuous investment in our branches is adding to the quality
and level of facilities offered to our customers.  Major redevelopments were
carried out during the year at Mitcham, Crowthorne, Malton, East Kilbride,
Maidenhead, Bromsgrove and Preston.

Refurbishment of Keyline branches continued, with the introduction of broader
lightside, timber and forest product ranges.

The decision was taken to integrate the DW Archer branches into the Travis
Perkins' network and re-brand them Travis Perkins. These branches, which are now
managed by the Travis Perkins' regional management team, will enable us to offer
an extended product range in advantageous geographic locations.

Landscaping centres have continued to perform well as have sales of own brand
products, which have also benefited from further additions to the range.

Investment in our timber milling operations, including most recently in the
South East, has improved efficiency, product availability and quality of supply
to our branches.


INFORMATION TECHNOLOGY

Improvements to our information systems have produced particular benefits in the
areas of improved stock turn, sales and purchase invoice processing.  At the
same time our strong first half performance on bad debt ratios was maintained
throughout the second half of the year.

By the end of 2002 over 80 per cent of all purchase invoices and almost 40 per
cent of purchase orders were handled electronically.

Internal intranet systems were upgraded significantly during the year with
interactive management information increasingly replacing paper-based systems.

The central systems hardware was replaced creating valuable extra capacity
enabling us to manage future growth. Additional benefits of this investment have
been the speeding up of processing time and serving customers more quickly.


CUSTOMER SERVICE

A major new initiative in the area of continuous improvement in customer service
will be introduced to all branches during the first half of 2003. The programme
includes regular monitoring of a series of seven key performance indicators
derived from data captured by our information systems.  The data is analysed and
presented monthly, ranking branches according to their overall performance.
There is also a regular and rigorous customer feedback forum for each branch.
Adherence to the programme will ensure that we maintain the highest standards of
customer service across our branch network.


HEALTH AND SAFETY

Our continued focus on health and safety improvements demonstrated encouraging
progress in both frequency and severity rates during 2002. All incidents are
investigated, corrective action taken and lessons learned are shared throughout
the company.

Improvements in risk assessment processes, health and safety training and data
analysis have also been introduced.


ENVIRONMENT

Our Environmental Management System accreditation to ISO 14001 was maintained
during the year.  The impact of our business on the environment has been further
reduced, in particular in the areas of vehicle emissions, volatile organic
compound emissions and carbon dioxide emissions.  Improvements in the latter
have been achieved by moving a substantial proportion of our total electricity
supply to carbon neutral sources - effective from October 2002.  Further
progress has also been made in reducing waste. Concurrently we are demanding
improved performance from suppliers, particularly in timber and forest products,
where we recognise the importance of increasing the percentage of our products
supplied from certified sources.


FUTURE EXPANSION

The acquisitions during the last year of CPS and CCF provide us with excellent
platforms for future growth in plumbing and heating, dry lining and insulation
and ceilings and partitions.  Growth in these targeted product lines is
consistent with our strategic objectives of growing the business of Travis
Perkins in areas complementary to our traditional strengths as a leading
builders merchant offering a full range of products.

We will continue to focus on our strategy of expanding in the UK, not only
through the acquisition of independent merchants, but also through the opening
of additional greenfield sites and 2002 has been a year of further progress in
this respect.  We remain confident that the strategy we have adopted will
continue to provide solid growth opportunities for the company.


STAFF

Once again, on behalf of the board, I would like to take this opportunity of
thanking all employees for helping to make the past year one of further success
and growth for the company.


F. J. McKay


Finance Director's Report


RESULTS

Pre-tax profits were £137.6 million (2001: £110.5 million) after charging
goodwill amortisation of £12.1 million (2001: £10.5 million).

Pre-tax profits before goodwill amortisation of £12.1 million and property
profits of £1.2 million were £148.5 million (2001: £119.6 million), an increase
of 24.2 per cent. Earnings before interest, tax, depreciation and amortisation
(EBITDA) and before property profits and other finance costs for 2002 were
£180.1 million (2001: £148.1 million), an increase of 21.6 per cent.

Net interest payable for the year was £8.9 million compared with £10.7 million
in 2001.

For 2002 the group has adopted Financial Reporting Standard 19 - Deferred Tax.
This has resulted in a restatement of prior year figures to include deferred tax
on a full provision basis.

The tax charge was £45.8 million (33.3 per cent) compared with £35.5 million
(32.1 per cent) in 2001.  The rate is higher than the UK corporation tax rate of
30 per cent because goodwill amortisation and certain expenditure do not qualify
for tax relief and taxation on profits on sale of properties is deferred.  The
effective tax rate, after adjusting for property profits and goodwill
amortisation, was 30.8 per cent  (2001: 29.7 per cent).


PENSION FUND

During the year the Accounting Standards Board ('ASB') deferred full
implementation of FRS 17 - Retirement Benefits.  The company fully adopted FRS
17 in its 2001 financial statements and despite the ASB's decision continues to
do so in its 2002 accounts.

A full actuarial valuation of the group pension scheme was conducted as at 30
November 2002, the first full valuation since merging the Keyline, Sharpe &
Fisher and Broomby pension schemes into the Travis Perkins' scheme.

As with many other pension schemes the sustained falls in stock markets over the
past year, combined with falling bond rates and greater longevity of pension
scheme members, have contributed to a further deterioration in the overall
funding position of the Travis Perkins' pension scheme.  At 31 December the net
deficit, after allowing for deferred taxation, was £85.8 million (31 December
2001: £22.7 million).  The scheme Actuary has estimated that the total pension
charge to the profit and loss account for 2003 will increase to approximately
£14.5 million (2002: £7.9 million), an increase of £6.6 million.  Cash
contributions to the scheme will be increased by approximately £10 million.

With effect from 1 February 2003, the group established a defined contribution
pension plan in which all future new employees below management grade will be
invited to participate.  It is anticipated that ongoing company contributions
will be at a similar proportion of pensionable salaries to the defined benefit
scheme.


CASH FLOW

Like-for-like free cash flow, as defined in note 8, for the year was £128.1
million (2001: £105.6 million).  The free cash generated by the group was used
substantially to fund capital expenditure on the existing business and new
acquisitions, which in total cost £143.1 million (2001: £40.3 million).

As a result of continuing improvements in working capital management during
2002, operating cash flow was £12.9 million, 7.7% higher than for 2001, at
£179.8 million.


NET DEBT AND BORROWING FACILITIES

During the year the group repaid a further £25 million of facilities used to
purchase Keyline in 1999 and rolled over a loan of £25 million used to purchase
Sharpe & Fisher.  New bank borrowings totalling £50 million were advanced to the
group during 2002 partly to fund the acquisitions of City Plumbing Supplies and
Commercial Ceiling Factors.  Net debt at the year-end was £159.7 million (2001:
£126.1 million), which represents a gearing level of 40.4 per cent (2001: 32.6
per cent).   Borrowings include £14.1 million of unsecured loan notes issued to
the shareholders of businesses acquired over the last four years. These
borrowings are redeemable at six monthly intervals ending in June 2015.

The group has £225.0 million of committed facilities, comprising a £100 million
term loan repayable over the period ending May 2004, a £50.0 million loan due
for repayment in November 2005, a £25 million loan repayable by instalments
between 2004 and 2007 and a £50.0 million revolving syndicated credit facility
available until May 2004. It has overdraft facilities of £25.0 million.  At the
year end the group had unutilised committed facilities of £50 million and unused
overdraft facilities of £24.7 million.

Interest cover, as defined in note 9, is approximately 18 times (2001: 12
times), well within our borrowing covenants.

At 31 December 2002, £110 million of the group's borrowings were covered by an
interest rate swap expiring in November 2003 with a fixed interest rate of 5.7
per cent.  The negative market value of the swap at 31 December 2002 was (£1.8)
million. All other borrowings are at floating rates linked to market rates.


SHAREHOLDERS' FUNDS

Total equity shareholders' funds before deducting the pension scheme deficit at
31 December 2002 were £481.2 million, an increase of £71.7 million on 31
December 2001.  After deducting the £63.1 million increase in the pension scheme
deficit during 2002, total equity shareholders' funds increased by £8.6 million
to £395.4 million.

The return on equity shareholders' funds before taxation, as defined in note 10,
increased to 29.0 per cent in 2002 from 27.3 per cent in 2001.  This level of
return, after tax, was substantially higher than the group's weighted average
cost of capital.

At the year-end the share price was 1,005 pence (2001: 849 pence) and the market
capitalisation £1,132 million (2001: £952 million), representing 2.9 times
(2001: 2.4 times) shareholders' funds.


GOODWILL

The net book value of goodwill in the balance sheet is £249.9 million, which is
being amortised over 20 years.  Additions to goodwill in the year totalled £74.7
million.


TREASURY RISK MANAGEMENT

Treasury activities are managed centrally under a framework of policies and
procedures approved and monitored by the board.  The objectives are to protect
the assets of the group and to identify and then manage financial risk.  In
applying its policies, the group will utilise derivative instruments, but only
for risk management purposes.

The principal risk facing the group is an exposure to interest rate
fluctuations.  The group is not exposed to significant foreign exchange risk as
most purchases are invoiced in sterling.  These risks are described further
below:


INTEREST RATE RISK

•   The group finances its operations through a mixture of retained profits,
    bank borrowings and loan notes. The group borrows at floating rates and uses
    interest rate swaps into fixed rates to generate the preferred interest rate
    profile and to manage its exposure to interest rate fluctuations.


CURRENCY RISK

•   The group usually buys currency at spot rates. While this was the situation
    during 2002, forward contracts may be purchased where appropriate.


LIQUIDITY RISK

•   The group's policy has been to ensure that it has committed borrowing
    facilities in place in excess of its peak forecast gross borrowings for at 
    least the next twelve months.


P. N. Hampden Smith


Consolidated Profit and Loss Account


£m                                                     Existing    Acquisitions           2002            2001
                                                     operations                          Total        Restated

Turnover                                               1,354.3             63.2        1,417.5         1,279.3


Operating profit before amortisation
  of goodwill                                            153.1              5.1          158.2           129.1

Amortisation of goodwill                                 (12.1)               -          (12.1)          (10.5)


Operating profit after amortisation
  of goodwill                                            141.0              5.1          146.1           118.6

Profit on sale of properties                               1.2                -            1.2             1.4


Profit on ordinary activities before
  interest and taxation                                  142.2              5.1          147.3           120.0


Net interest payable                                                                      (8.9)          (10.7)
Other finance (cost)/income                                                               (0.8)            1.2


Profit on ordinary activities before
  taxation                                                                               137.6           110.5

Tax on profit on ordinary activities                                                     (45.8)          (35.5)

Profit on ordinary activities after
  taxation                                                                                91.8            75.0

Dividends paid and proposed                                                              (21.9)          (19.3)

Retained profit transferred to reserves                                                   69.9            55.7


Earnings per ordinary share
Basic                                                                                     81.9p           67.3p

Diluted                                                                                   80.7p           66.7p

Adjusted (before amortisation of goodwill
  and profit on sale of properties)                                                       91.6p           75.5p

Dividend per ordinary share                                                               19.5p           17.2p


All results relate to continuing activities.  The results disclosed in the group
profit and loss account are not materially different from the results on an
unmodified historic cost basis.



Consolidated Balance Sheet
                                                                                
£m
                                                                                                2002       2001
Fixed assets                                                                                           Restated
Tangible assets                                                                                258.2      226.4
Intangible assets - goodwill                                                                   249.9      187.3
Investments                                                                                      4.6        4.9

                                                                                               512.7      418.6

Current assets
Stocks                                                                                         152.1      132.7
Debtors                                                                                        250.4      215.7
Properties held for resale                                                                       1.0        1.8
Short term investments - cash deposits                                                          30.0          -
Cash at bank and in hand                                                                           -       37.0

                                                                                               433.5      387.2

Creditors: amounts falling due within one year                                                (300.6)    (287.4)

Net current assets                                                                             132.9       99.8

Total assets less current liabilities                                                          645.6      518.4

Creditors: amounts falling due after more than one year                                       (150.3)    (100.0)

Provisions for liabilities and charges                                                         (14.1)      (8.9)

Net assets excluding pension deficit                                                           481.2      409.5

Pension deficit                                                                                (85.8)     (22.7)

Net assets including pension deficit                                                           395.4      386.8

Capital and reserves
Called up share capital                                                                         11.3       11.2
Share premium account                                                                           65.7       61.0
Revaluation reserves                                                                            31.2       31.5
Profit and loss account                                                                        287.2      283.1

Total equity shareholders' funds                                                               395.4      386.8



Consolidated Cash Flow Statement 

                                                                                                   
£m                                                                                              2002      2001
Net cash inflow from operating activities                                                      179.8     166.9
                                                                                                   
Returns on investments and servicing of finance                                
Interest received                                                                                0.7       0.1
Interest paid                                                                                   (9.0)    (13.5)
Dividends paid to minority interest                                                                -      (0.3)

Net cash outflow for returns on                                                
investments and servicing of finance                                                            (8.3)    (13.7)
                                                                                                   
Taxation                                                                       
UK corporation tax paid                                                                        (42.7)    (34.7)
                                                                                                   
Capital expenditure and financial investment                                   
Purchase of tangible fixed assets                                                              (35.4)    (29.1)
Receipts from sales of tangible fixed assets                                                    3.0        4.4
Receipts from sale of own shares held                                                           0.8        0.5

Net cash outflow for capital expenditure                                       
and financial investment                                                                       (31.6)    (24.2)
                                                                                                   
Acquisitions                                                                   
Purchase of business undertakings                                                             (103.3)    (15.1)
Net (overdrafts)/ cash acquired with business undertakings                                      (8.2)      0.1
Purchase of minority interest                                                                      -      (1.1)

Net cash outflow for acquisitions                                                             (111.5)    (16.1)
                                                                                            
                                                                                             
Equity dividends paid                                                                          (20.0)    (17.8)      
                                                                               
                    
Cash (outflow) / inflow before use of                                          
liquid resources and financing                                                                (34.3)      60.4
                                                                                                   
Management of liquid resources                                                 
Cash outflow to short term deposits                                                           (30.0)         -
                                                                                                   
Financing                                                                      
Issue of ordinary share capital                                                                 2.8        4.9
New bank loans                                                                                 50.0          -
Repayment of bank loans                                                                       (25.0)     (25.0)
Repayment of unsecured loan notes                                                              (0.7)      (3.3)
Capital element of finance lease rentals                                                          -       (0.1)

Net cash inflow/(outflow) from financing                                                        27.1     (23.5)
                                                                                              
                                                                                               
(Decrease)/increase in cash in the year                                                        (37.2)     36.9      


Reconciliation of Movements in Equity Shareholders' Funds 
                                                                                                     
£m                                                                                             2002         2001
                                                                                                        Restated

Equity shareholders' funds at 1 January as previously stated                                  394.1        356.5
Prior period adjustment as a result of FRS 17                                                     -          7.9
Prior period adjustment as a result of FRS 19                                                  (7.3)        (5.6)
                                                                                                
Equity shareholders' funds at 1 January as restated                                           386.8        358.8      
Profit attributable to shareholders of the Company                                             91.8         75.0
Dividends                                                                                     (21.9)       (19.3)
                                                                                                 
Retained profit transferred to reserves                                                        69.9         55.7     
New share capital subscribed                                                                    2.8          4.9
Revaluation of property transferred to current assets                                             -         (0.3)
Unrealised surplus on revaluation of investment properties                                      0.1          0.6
Actuarial gains and losses (net of deferred tax)                                              (64.2)       (32.9)
                                                                                                
Net increase to shareholders' funds                                                             8.6         28.0      
                                                                                               
Equity shareholders' funds at 31 December                                                     395.4        386.8        


Statement of Total Recognised Gains and Losses 

£m                                                                                             2002         2001  
                                                                                                        Restated  

Profit attributable to shareholders of the Company                                             91.8         75.0  
Actuarial gains/losses recognised in the pension schemes                                      (91.2)       (43.6)
Deferred tax on pension deficit                                                                27.0         10.7  
Revaluation of property transferred to current assets                                            -          (0.3)
                   
Unrealised surplus on revaluation of investment properties                                      0.1          0.6  

Total recognised gains and losses relating to the year                                         27.7         42.4  
Prior period adjustment as a result of FRS 19                                                  (7.3)              

Total gains recognised since last Annual Report                                                20.4               


Analysis of Actuarial Gains and Losses Included in the Statement 
of Total Recognised Gains and Losses 
                                                                                                     
£m                                                                                                 2002     2001 
 
Difference between actual and expected return on scheme assets                                   (43.1)    (37.7)
Experience gains and losses arising on scheme liabilities                                        (15.4)     (1.5)
Effects of changes in assumption underlying the                                   
present value of scheme liabilities                                                              (32.7)     (4.4)
                   
Total actuarial gains and losses recognised in the                
Statement of Total Recognised Gains and Losses                                                   (91.2)    (43.6)       
        
 


Reconciliation of Operating Profit to 
Net Cash Inflow from Operating Activities 
                                                                                             
£m                                                                                                2002      2001

Operating profit after amortisation of goodwill                                                  146.1     118.6       
Depreciation charges                                                                              21.9      19.0
Amortisation of goodwill                                                                          12.1      10.5
Loss/(profit) on sale of fixed assets                                                              0.3      (0.1)
(Increase)/decrease in stocks                                                                     (0.9)     10.8
Decrease/(increase) in debtors                                                                     4.2      (0.6)
(Decrease)/increase in creditors                                                                  (3.9)      8.7
                                                                                        
Net cash inflow from operating activities                                                        179.8     166.9     
 


Reconciliation of Net Cash Flow to Movement in Net Debt 
£m                                                                                                2002      2001 
 
(Decrease)/increase in cash in year                                                              (37.2)     36.9  
Cash (inflow from)/outflow to repay debt                                                         (24.3)     28.4  
Cash outflow from increase in liquid resources                                                    30.0         -  

Change in net debt resulting from cash flows                                                     (31.5)      65.3  
Non - cash changes                                                                                (2.1)        -  
                          
Movement in net debt in the year                                                                 (33.6)      65.3  

Net debt at 1 January                                                                           (126.1)    (191.4)
                                                                                       
Net debt at 31 December                                                                         (159.7)    (126.1)      
 


Notes:

1.  Except for the adoption of FRS 19 - 'Deferred Tax', the accounting
policies used are consistent with those stated in the financial statements of
the group for the year ended 31 December 2001.  The adoption of FRS 19 for the
first time has resulted in a prior period adjustment. The effect of FRS 19 on
the current year is to increase the tax charge by £1.0 million (2001: £1.7
million).

2.  These statements are not statutory accounts within the meaning of s240
of the Companies Act 1985.

3.  The results, subject to point 1 above, for the year ended 31 December
2001 are taken from the Group's statutory accounts, which carry an unqualified
auditors' report and have been filed with the Registrar of Companies.

4.  Statutory accounts, which are unqualified, for the year ended 31
December 2002 will be delivered to the Registrar of Companies in due course.

5.  The statutory accounts for both the year ended 31 December 2002 and year
ended 31 December 2001 did not contain a statement under s237 (2) or (3) of the
Companies Act 1985.

6.  An interim dividend of 6.1 pence was paid to shareholders on 1 November
2002.  The proposed final dividend of 13.4 pence will be paid on 16 May 2003 to
shareholders on the register at 22 April 2003.

7.  It is intended to post the Report and Accounts on 25 March 2002 and to
hold the Annual General Meeting on 2 May 2003.

8.  Like-for-like free cash flow is derived by taking the movement in net
debt during the year and adding back net capital expenditure and cash flow on
acquisitions both as shown in the cash flow statement and a £16.6 million
adjustment for 2002 in respect of creditors paid in advance of their normal due
payment date.

9.  Interest cover is calculated by dividing operating profit before
amortisation of goodwill by the net interest payable.

10.  Return on equity is derived by taking profit before tax and goodwill
amortisation and dividing it by average net assets (after adding back total
goodwill amortised to profits, goodwill previously written off to reserves and
the pension scheme deficit) for the period.


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