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Tibbett & Britten (TBG)

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Wednesday 12 March, 2003

Tibbett & Britten

Final Results

Tibbett & Britten Group PLC
12 March 2003

                                                                   12 March 2003





                         TIBBETT & BRITTEN GROUP PLC

            PRELIMINARY RESULTS FOR YEAR ENDED 31 DECEMBER 2002



Tibbett & Britten Group plc is a leading UK based international contract
logistics and supply chain management Company.  Over 90% of the business is
based on long-term contractual relationships with major blue chip manufacturers
and retailers.



HIGHLIGHTS:-



•        Good underlying performance despite uncertain trading environments.

•        £212m of annualised revenue from new business.

•        Strong levels of contract renewal across the Group.

•        Continued growth in Americas; strong H2 UK performance; impact of
         slower Euro zone.

•        Sustained international momentum, with China outperforming.

•        Mexican acquisition being successfully integrated in line with plans.

•        At constant exchange rates, turnover up 11% to £1.52 billion (2001:
         £1.35 billion); operating profit down 3% to £35.3m (2001: £37.4m).

•        Strong free cash flow.

•        Dividend for year up 4% to 25.3p (2001: 24.4p).

•        Positive start to current year.



Commenting on the announcement Chairman, John Harvey, CBE, said:

'Generally, this year has started positively.  There is evidence that deferred
outsourcing projects have been reactivated and we expect continued growth in our
major markets, despite economic uncertainties and weak volumes in mainland
Europe.



New logistics opportunities are inherent in extended supply chains as the
accelerating global migration of manufacturing and the development of
trans-national retailing gathers pace. As a result of our sector concentration
on consumer markets and our strategic geographic presence, we are particularly
well placed to exploit these opportunities.'



Enquiries:


John Harvey, CBE, Chairman

Mike Arrowsmith, Chief Executive

Mark Whiteling, Finance Director
Telephone:        020 7796 4133 (on 12 March 2003 only)
                  020 8327 2000 (thereafter)


Andrew Hayes/Jessica Rouleau/James Hill, Hudson Sandler
Telephone:         020 7796 4133





CHAIRMAN'S STATEMENT



Introduction



The Group made good underlying progress in more uncertain trading environments
and, despite a poor European summer, saw a welcome improvement in second half
year trading.



As over 70% of our turnover derives from North American and UK markets we are
less exposed to the difficulties of the major Euro zone countries.



Furthermore, our strategic focus on consumer related sectors, coupled with long
term contractual relationships, has proved more resilient than transactionally
based network and industrially related operations.  The stability and focus of
the Group are providing real competitive advantage.



Over 75% of growth was organic, with all regions increasing turnover.  We
achieved a strong rate of contract renewal and added  £212 million of annualised
revenue from new contract start-ups.  Free cash flow increased by over 70% from
the previous year.  In addition, a number of legacy issues were successfully
resolved and in Mexico, Dimalsa was acquired in March and is being successfully
integrated into the Group.



Despite the strength of sterling, the North American business contributed 40% of
operating profit.  The UK achieved a good second half performance despite
increased insurance costs. Mainland Europe, whilst growing substantively, was
impacted by poor performances, particularly in France and Poland.



Outside our core markets of Europe and the Americas, the emergent international
operations, including China, delivered a third successive year of improvement in
turnover and profit.  In March we were proud to receive the Queen's Award for
International Trade Initiative in recognition of the Group's success in
translating its skills into overseas markets.



Financial Results



In the year ended 31 December 2002, at constant exchange rates, turnover was up
11% to £1.52 billion (2001 - £1.35 billion) and operating profit down 3% to
£35.3 million (2001 - £37.4 million).   Adjusted earnings per share of 38.7
pence (2001 - 43.1 pence) were correspondingly lower and also impacted by the
increase in the headline tax charge.  The Group's operations remain strongly
cash generative with operating cash flow of £74.6m (2001 - £73.6m).  Free cash
flow, after the payment of interest, taxation and dividends, improved by £13.5m
to £32.1m.  After investments in Dimalsa and David's of Thailand, year end net
debt was £67.2m (2001 - £54.1m).  The free cash flow, plus existing borrowing
facilities, continue to provide a platform for sustainable investment.



Dividend



The Board is recommending a final dividend of 17.4 pence per Ordinary share
(2001 - 16.8 pence) for the year ended 31 December 2002 to be paid on 28 May
2002 to shareholders on the register at 2 May 2002.  The interim dividend of 7.9
pence per share was paid on 11 November 2002.  This brings total dividends for
the year to 25.3 pence (2001 - 24.4 pence), up 4%, and marks the seventh
successive year of increase.



Organisation and People



The Board has been restructured, with a smaller Corporate Board addressing
strategy and corporate governance, and an enlarged Operating Board under Mike
Arrowsmith running the operations.



As a consequence of these changes, Martin Graham and David Musgrave have
resigned from the Corporate Board to concentrate on their responsibilities
within the Operating Board. Mike Evans, after 28 years, retired at the end of
the year and, on behalf of all his colleagues, I should like to thank Mike for
his long contribution in building today's robust and successful business.  I
also welcome Saad Hammad, who joined us in February 2003 to lead the European
team.



These changes will enhance our focus on the strategic development of the
business and reinforce the development of customer partnerships.



Outlook



Generally, this year has started positively.  There is evidence that deferred
outsourcing projects have been reactivated and we expect continued growth in our
major markets, despite economic uncertainties and weak volumes in mainland
Europe.



New logistics opportunities are inherent in extended supply chains as the
accelerating global migration of manufacturing and the development of
trans-national retailing gathers pace. As a result of our sector concentration
on consumer markets and our strategic geographic presence, we are particularly
well placed to exploit these opportunities.



Our business strategy, built primarily on organic growth, has enabled the Group
to develop successfully in North America and mainland Europe with limited
capital commitment.  This process is now being replicated in China and other
international markets.



                                                                John Harvey, CBE

                                                                        Chairman

                                                                   12 March 2003





CHIEF EXECUTIVE'S REVIEW



Introduction



The Group's emphasis on mass consumer related sectors and our open-book business
model (which accounts for 70% of activities) provides resilience against a
general economic slowdown. This, together with our clear strategic focus and key
market leadership positions, continues to represent a sound basis for sustained
growth.



During 2002 we further strengthened our management teams and streamlined our
organisational structures. The appointment of Saad Hammad to lead the European
team will facilitate the integration of our activities across Europe. We
continue to invest in information technology and in the development of our
people.



Macro-economic and geo-political changes drive the development of trans-national
manufacturing and retailing.  Global sourcing and the complexities of the
extended supply chain add further to the potential for outsourcing and change
management in both our established core markets and our strategic development
markets like China and Latin America.



The Americas



Operations in the Americas continue to show strong growth. At constant exchange
rates, turnover was up by 11% to £605.3m and operating profit before goodwill
amortisation increased by 8% to £15.9m.  During the year organic growth of
£56.0m more than replaced the turnover from the Kmart contract, discontinued in
May 2001, and the Oshawa contract which was taken in-house following its
acquisition by Sobey's. The Dimalsa business in Mexico, acquired in March 2002,
is meeting expectations and before goodwill amortisation contributed £1.9m to
operating profit.



In North America we continue to reinforce our market leadership position in
grocery retail, whilst extending our presence in the non-food retail and fast
moving consumer product manufacturing sectors.



In the United States we expanded our activities in the grocery sector with a
full year of operations for two 7-Eleven regional distribution centres.  We have
also enhanced our position in the consumer product manufacturing sector with the
start-up of four new sites for Procter & Gamble and the operation of three
facilities for ConAgra - one of the largest food manufacturers in the United
States. During the year we commenced operations at two sites for JC Penney,
reinforcing our presence in the clothing sector.



Within the Americas we continue to invest in information technologies to
increase efficiency across the supply chain. The deployment of sophisticated
demand-planning tools have successfully reduced customer inventories and
increased service levels, and the implementation of our web-based electronic
procurement programme has led to significant purchasing savings for a number of
clients. Our transport management solution, freightSmart, is using the latest
technology to reduce costs and increase service levels. The web-enabled
liquorconnect.com initiative has resulted in more than 75% of our Western
Canadian licensed liquor business being booked in real-time over the internet
with resultant savings throughout the supply chain.



In Canada a third, new one million sq.ft distribution centre for Wal-Mart was
completed early in the year and already the first two sites are being extended.
We delivered the paid consultancy project for the Canadian Department of
National Defence (DND) on the benefits of outsourcing their military supply
chains, and this work confirmed the savings indicated by the earlier pilot
study.  Regrettably the Canadian Government has chosen not to proceed with the
project.



The acquisition of the Dimalsa business in Mexico and Puerto Rico was completed
at the end of March. We have successfully translated our customer franchise into
Mexico and since the acquisition have opened three Procter and Gamble regional
distribution sites. The relationship with Kelloggs has been extended with the
opening of a new site in Mexicali and additional new business has been won with
Rubbermaid and Hamilton Beach to commence in 2003.  During the year we improved
operational efficiencies through deployment of management and systems expertise
from our North American business.



After restructuring early in the year, the business in Argentina is now trading
profitably.



Europe



Our European business outperformed a generally slower market with turnover, at
constant exchange rates, increasing by 9% to £837.8m.  However operating profit
before goodwill amortisation declined by 15% to £18.1m due mainly to the costs
associated with closing the shared-user UK Fashion network and increased
insurance premiums across Europe. These events masked the good progress being
made in developing the underlying businesses.



In the UK and Ireland we continued to reinforce our market position, extending
our partnerships with major clients and broadening our overall customer base
through the application of innovative solutions to their supply chain needs.
During the year we strengthened the management team and established a single
support infrastructure to serve all our UK activities.



The 9% turnover growth in UK and Ireland is supported by the full-year
contribution of the new Tesco distribution centre at Thurrock and the B&Q import
warehouse at Scunthorpe. In addition, a number of new operations commenced
during the year including the Sainsbury's national liquor distribution centre at
Corby, the B&Q distribution centre at Radlett and new operations for Ben
Sherman, Gap and LVMH.



In August, after providing support services to Remington since May 2001, the
Group was awarded an exclusive long-term logistics contract.  In early 2003 our
relationship with the Big Food Group was enhanced by the award of a long-term
contract to manage the warehousing and delivery for both Booker Cash & Carry and
Iceland supermarkets throughout Scotland, Northern England and Northern Ireland.



After the closure of the shared-user network operations, the UK-based Fashion
business has been reshaped and is actively developing into mainland Europe where
there is an identified pipeline of new business opportunities. We are also
working to extend our supply chain offer and consolidate our position in key
offshore manufacturing centres in Romania, Morocco, Turkey and China.



In April 2002 a full actuarial valuation confirmed that the UK defined benefit
scheme was fully funded under the Minimum Funding Requirement regulations (MFR).
  We have now closed the defined benefit scheme to new entrants and increased
employee contributions.  Under FRS 17 accounting rules the scheme showed a net
deficit of £72.1m at 31 December 2002.



In mainland Europe, turnover, at constant exchange rates, increased by 12% to
£225.3m as we continued to develop our operations in France, Benelux, Spain and
Eastern Europe. Following a strong start, operating profit declined in the
second half due to higher insurance costs and the exceptionally poor summer that
affected our closed-book drinks and ice-cream operations in France and Spain.



During the year we extended our fashion sector expertise and customer franchise
across Europe.  Major new business included an operation to co-ordinate, plan
and manage all primary transport across Europe and the Middle East for Levi
Strauss & Co and the start-up of a major textile distribution centre supporting
over 2,300 retail outlets nationwide for Intermarche. Other additions in the
fashion sector included Hugo Boss and Gap in France, Forum and Women's Secret in
Spain and a further Cortefiel business which will commence in 2003.



In the grocery sector we strengthened our relationships with major
trans-national operators such as Auchan, opening new operations in both France
and Hungary.  We continued development in the fresh produce sector with the
extension of the Valencia site in Spain.  In Germany a second distribution
centre for Wal-Mart became operational in March 2003.  In Benelux we
successfully reduced our cost base and further improved customer service levels.



In Central and Eastern Europe our Hungarian business performed exceptionally
well and successfully opened new operations for Delhaize, Auchan and added Best
Foods. In the Czech Republic we commenced operations for Interspar, but in
Poland, the difficult economic situation depressed customer volumes, resulting
in our closed book operation at Raciborz operating below capacity.



International



Our International operations in Asia, the Middle East and Africa continue to
develop rapidly. At constant exchange rates, turnover was up by 42% to £73.8m
and operating profit increased by 113% to £1.3m.



In China, a key emerging market for the Group, our 50:50 joint venture with
Hutchison Whampoa continues to grow rapidly. Operations include the management
of an asset light, national distribution network already delivering to over 350
cities across China - mainly on behalf of major international manufacturers,
including Procter & Gamble, Warner Lambert and Siemens. Over the past three
years we have also established a significant presence in the management of
domestic supply chains within the retail sector for customers including B&Q,
Park N' Shop, and Wu Mei.  During the year we commenced warehouse operations for
P&G at Chengdu and Tianjin. Earlier this year we opened a major purpose-built
warehouse for retailer HuaPu and in April 2003 we will take over the management
of a third P&G warehouse in Shanghai. There is a strong pipeline of new business
from both retailers and manufacturers.



We have extended our activities into other parts of Asia through the
establishment of a joint venture in Thailand with David's Asia and in Malaysia
with Kontena Nasional. These joint ventures complement our existing activities
in Taiwan, Hong Kong and Singapore.



In the Middle East our partnership with the Olayan Group in Saudi Arabia is well
established and is providing supply chain management services to a wide range of
consumer product companies, including Colgate-Palmolive, Henkel, Kimberly-Clark
and Kraft Foods. In Dubai we have taken over the management of the Al Futtaim
logistics operations which provide supply chain management support to a range of
franchisee operations in the region.



The South Africa business continues to develop satisfactorily helped by the
full-year contribution from the Kinesis business that specialises in supply
chain management services for ethical pharmaceutical and personal healthcare
manufacturers. The i2 Technologies transport management software is now fully
deployed and is not only reducing costs but is also a major source of new
business. Other new business during the year included taking over the management
of the Kraft national distribution centre near Johannesburg.

                                                                 Mike Arrowsmith

                                                           Group Chief Executive

                                                                   12 March 2003





FINANCIAL HIGHLIGHTS





Preliminary results 2002                     2002         2001               Change            CER**
                                             (£m)         (£m)
Revenue
           Americas                         605.3        584.9                    3%             11%
           UKI                              612.5        563.8                    9%              9%
           Mainland Europe                  225.3        197.5                   14%             12%
           Rest of the world                 73.8         59.4                   24%             42%

           Total                          1,516.9      1,405.6                    8%             11%

Operating profit*

           Americas                          15.9         15.6                    2%              8%
           UKI                               14.1         15.0                   -6%             -6%
           Mainland Europe                    4.0          6.0                  -33%            -38%
           Rest of the world                  1.3          0.8                   63%            113%

           Total                             35.3         37.4                   -6%             -3%


*   before goodwill amortisation and exceptional items

** constant exchange rates



The Board of Tibbett & Britten Group plc announces the unaudited consolidated
final results for the year ended 31 December 2002.  The results for year ended
31 December 2001 are shown for comparative purposes.


Consolidated profit and loss account

                                                   Unaudited                    Restated for FRS17 and FRS19
                                                     2002                                     2001
                                       Before      Goodwill      Total          Before      Goodwill    Total
                                      goodwill   amortisation                  goodwill   amortisation
                                         and          and                         and         and
                                     exceptional  exceptional                 exceptional exceptional
                                        items        items                       items       items
                                         £m           £m           £m             £m           £m         £m

Total Turnover

   Existing operations                   1,475.9       -          1,475.9         1,405.6      -        1,405.6
   Acquisitions                             41.0       -             41.0               -      -              -
   Continuing operations                 1,516.9       -          1,516.9         1,405.6      -        1,405.6
   Discontinued operations                -            -           -                 64.2      -           64.2

                                         1,516.9       -          1,516.9         1,469.8      -        1,469.8

   Less: share of joint ventures          (44.1)       -           (44.1)          (40.6)      -         (40.6)
   turnover (continuing
   operations)

Group Turnover                           1,472.8       -          1,472.8         1,429.2      -        1,429.2

Operating profit
   Continuing operations
   Group
           Existing operations              29.3        (14.7)       14.6            34.9       (10.5)     24.4
           Acquisitions                      1.9         (1.3)        0.6             -           -          -
                                            31.2        (16.0)       15.2            34.9       (10.5)     24.4

   Share of joint ventures and               4.1         (0.1)        4.0             2.5         -         2.5
   associates
                                            35.3        (16.1)       19.2            37.4       (10.5)     26.9

   Discontinued operations
   Group                                     -            -           -               1.5          0.1      1.6
   Share of joint ventures and               -            -           -               0.1         -         0.1
   associates
                                             -            -           -               1.6          0.1      1.7

                                            35.3        (16.1)       19.2            39.0       (10.4)     28.6

Exceptional items                                                     -                                  (29.5)

Net interest payable
   Group                                                              6.3                                   7.3
   Share of joint ventures and associates                             0.4                                   0.4
   Other finance income                                             (0.8)                                 (1.2)
                                                                      5.9                                   6.5

Profit/(Loss) on ordinary activities before taxation                 13.3                                 (7.4)

Tax on profit/(loss) on ordinary activities                          10.7                                   9.9

Profit/(Loss) for the financial year                                  2.6                                (17.3)

Dividends                                                            12.3                                  11.8

Transferred from reserves                                           (9.7)                                (29.1)

Earnings/(Loss) per share (pence)

   Basic                                                              5.4                                (36.0)

   Adjusted - Before goodwill and exceptional                        38.7                                  43.1
   items

   Diluted                                                            5.4                                (36.0)







Consolidated balance sheet                                               Unaudited              As restated
                                                                       31 Dec 2002              31 Dec 2001
                                                                 £m             £m          £m           £m
     Fixed Assets
     Intangible assets                                                        46.8                     25.2
     Tangible assets                                                         174.2                    173.5
     Investments
         Investment in joint ventures
            Share of gross assets                              22.2                       18.7
            Share of gross liabilities                       (18.0)                     (14.9)
                                                                4.2                        3.8
         Other investments                                      6.8                        2.4

                                                                              11.0                      6.2

                                                                             232.0                    204.9

     Current Assets
     Stocks                                                                    4.4                      4.6
     Debtors
         Amounts falling due within one year                  192.9                      192.5
         Amounts falling due after more than one year          18.7                       18.9

                                                                             211.6                    211.4
     Investments                                                               9.0                     16.1
     Cash                                                                     44.8                     38.6

                                                                             269.8                    270.7

     Creditors
     Amounts falling due within one year                                     318.3                    274.2

     Net current liabilities                                                (48.5)                    (3.5)

     Total assets less current liabilities                                   183.5                    201.4
 
     Creditors
     Amounts falling due after more than one year                             73.9                     71.0
     Provisions for liabilities and charges                                    4.0                      6.1

     Net assets excluding pension liability                                  105.6                    124.3

     Pension liability                                                      (72.1)                   (33.6)

     Net assets including pension liability                                   33.5                     90.7




     Capital and reserves
     Called up share capital                                                   2.4                      2.4
     Share premium account                                                     7.0                      5.4
     Revaluation reserve                                                      13.4                     13.4
     Other reserves                                                            6.9                      6.9
     Profit and loss account                                                   3.8                     62.6

     Shareholders funds - equity                                              33.5                     90.7




Consolidated statement of total recognised gains and losses
                                                                                   Unaudited   As restated
                                                                                 31 Dec 2002   31 Dec 2001
                                                                                          £m            £m

     Profit/(loss) for the financial year                                                2.6        (17.3)
     Exchange variances                                                               (10.5)         (1.0)
     Actuarial loss relating to the pension scheme                                    (55.2)        (48.0)
     UK deferred tax attributable to actuarial loss                                     16.6          14.4

     Total recognised losses relating to year                                         (46.5)        (51.9)

     Prior year adjustments                                                           (40.4)            -

     Total gains and losses recognised since last annual report and financial         (86.9)        (51.9)
     statements





Reconciliation of movements in shareholders funds
                                                                                 Unaudited   As restated
                                                                                      2002          2001
                                                                                        £m            £m

     At 1 January as previously stated                                               131.1         120.9

            FRS19 adjustment                                                         (5.9)         (5.7)
            FRS17 adjustment                                                        (34.5)


     At 1 January as restated                                                         90.7         115.2

            Profit/(loss) for the year                                                 2.6        (17.3)
            Exchange loss                                                           (10.5)         (1.0)
            Dividends                                                               (12.3)        (11.8)

            New share capital subscribed                                               1.6           0.9
            Goodwill set off                                                             -          38.3
                                                                                   
            Actuarial gains and losses                                              (55.2)        (48.0)
            Deferred tax                                                              16.6          14.4

     At 31 December                                                                   33.5          90.7




Consolidated cash flow statement                                                Unaudited
                                                                              31 Dec 2002      31 Dec 2001
                                                                                       £m               £m

         Net cash inflow from operating activities          (Note 1)                 74.6             73.6
         Dividends from joint ventures                                                2.7              1.3
         Returns on investment and servicing of finance                             (7.1)            (7.4)
         Taxation                                                                   (6.3)           (14.1)
         Capital expenditure and financial investment                              (14.6)           (20.2)
         Acquisitions and disposals                                                (42.3)             23.2
         Equity dividends paid                                                     (12.0)           (11.3)


         Cash (outflow)/inflow before use of liquid resources and                   (5.0)             45.1
         financing
         Management of liquid resources                                               0.3            (0.4)
         Financing              - issue of shares                                     1.6              0.9
                                - decrease in debt and lease financing                3.7           (16.7)

         Increase in cash                                                             0.6             28.9





Reconciliation of net cash flow to movement in debt



         Increase in cash in the period                                               0.6             28.9
         Cash (inflow)/outflow from movement in liquid resources                    (0.3)              0.4
         Cash (inflow)/outflow from movement in debt and lease financing            (3.7)             16.7

         Change in net debt resulting from cash flows                               (3.4)             46.0

         New finance leases                                                         (5.2)            (3.3)
         Loans and finance leases disposed/(acquired) with subsidiary               (2.7)            (0.3)
         Translation difference                                                     (1.8)            (0.3)

         Movement in net debt in the period                                        (13.1)             42.1

         Net debt at beginning of period                                           (54.1)           (96.2)

         Net debt at end of period                                                 (67.2)           (54.1)



Note to the cash flow statement

1.       Net Cash inflow from operating activities

         Group operating profit                                                      15.2             26.0
         Exceptional goodwill write down                                              6.0                -
         Exceptional write down of current asset investments                          7.1              2.3
         Depreciation and amortisation                                               32.2             31.2
         (Profit)/Loss on sale of fixed assets                                      (2.8)              0.2
         Decrease in stocks                                                           0.1              0.4
         Decrease in debtors                                                         13.4             10.4
         Increase/(decrease) in creditors                                             5.5            (2.0)
         Adjustment for pension funding                                               0.5              1.3
         Exchange adjustments                                                       (2.6)              3.8

         Net cash inflow from operating activities                                   74.6             73.6






Notes to the accounts




1.       Accounting policies



         The Group has adopted FRS 17 (accounting for retirement benefits) and FRS 19 (deferred tax) in full.
         No other changes have been made to the Group's accounting policies in the period.  Under FRS 17, for
         defined benefit schemes, the amounts charged to operating profit are the current service costs and
         gains and losses on settlements and curtailments.  The interest cost from unwinding the liability and
         the expected return on assets are shown as a net amount within other finance costs.  Actuarial gains
         and losses are recognised in the statement of total recognised gains and losses.


2.       Prior year comparatives



         The figures for the year ended 31 December 2001, other than the restatements for FRS 17 and FRS 19,
         have been extracted from the accounts which have been filed with the Registrar of Companies.  The
         auditors' report on those accounts was unqualified.



         The adoption of FRS 17 resulted in a reduction of 2001 restated operating profit by £2.5 million and a
         credit to other finance costs of £1.2 million.  A pension deficit (net of deferred tax) of £33.6
         million was recorded at 31 December 2001.



         The adoption of FRS 19 resulted in an increase in the restated 2001 tax charge of £0.2 million and an
         increase in the provision for deferred tax of £5.9 million at 31 December 2001.


3.       Acquisitions



         On 12 March 2002 the Group acquired 100% of the share capital of the Dimalsa Group of Companies, the
         largest third-party logistics service provider in Mexico.  Consideration was £37.9 million cash plus
         assumed net debt of £3.6 million.  Goodwill arising was £33.1 million after exchange variances.


4.       Exceptional items



         Exceptional operating costs of £13.1 million include a charge of £6.0 million for goodwill impairment
         in Argentina and a charge of £7.1 million which reflects the diminution in value of the ordinary shares
         in AutoLogic Holdings plc received in 2001 as part of the consideration for the sale of the Axial
         business.


5.       Earnings per share



         Earnings per ordinary share in 2002 have been calculated by reference to the weighted average of
         48,342,850 ordinary shares in issue during the year ended 31 December 2001 (2001 - 48,010,254).
         Diluted earnings in 2002 have been calculated by reference to 48,824,943 shares.


6.       Annual report and accounts



         The above abridged results for the year ended 31 December 2002 and the financial statements on pages 12
         to 17 are subject to final audit.  However, the directors do not anticipate any material alteration
         will be made before the Annual Report and Accounts are posted to the shareholders by 31 March 2003.


7.       Segmental information


                                                             Americas    Mainland     UK and   ROW      Total
                                                                           Europe    Ireland
                                                                   £m         £m          £m    £m         £m

     2002
     Continuing operations

     Turnover (including share of joint                         605.3       225.3      612.5   73.8   1,516.9
     ventures)
     Operating profit before goodwill amortisation and           15.9         4.0       14.1    1.3      35.3
     exceptional items
     Goodwill amortisation                                      (1.6)       (1.0)      (0.3)  (0.1)     (3.0)
     Exceptional items                                          (6.0)          -       (7.1)     -     (13.1)
     Operating profit                                             8.3         3.0        6.7    1.2      19.2
     Share of joint ventures' and associates' profit                -        (0.1)      (3.8)  (0.1)     (4.0)
     Group operating profit                                       8.3         2.9        2.9    1.1      15.2
     Net operating assets                                        24.7        77.9       63.0   13.7     179.3


                                                           Americas   Continental    UK and     ROW      Total
                                                                           Europe   Ireland
                                                                 £m            £m        £m      £m         £m

     2001

     Continuing operations

     Turnover (including share of joint                       584.9         197.5      563.8    59.4   1,405.6
     ventures)
     Operating profit before goodwill amortisation and         15.6           6.0       15.0     0.8      37.4
     exceptional items
     Goodwill amortisation                                    (0.5)         (1.0)      (0.3)       -     (1.8)
                                                                                                
     Exceptional items                                           -          (0.6)      (8.1)       -      (8.7)
                                                                                                
     Operating profit                                          15.1           4.4        6.6     0.8      26.9
     Share of joint ventures' and associates' profit              -             -      (2.5)       -     (2.5)

     Group operating profit                                    15.1           4.4        4.1     0.8      24.4
     Net operating assets                                      16.0          72.0       82.9     9.8     180.7



     Discontinued operations

     Turnover                                                    -           53.1       11.1    -         64.2

     Operating profit before goodwill amortisation and           -            1.4        0.2    -          1.6
     exceptional items                                           
                                                                                               
     Goodwill amortisation                                       -            0.1                          0.1
                                                                 
     Exceptional items                                           -             -          -     -
                                                                                                
     Operating profit                                            -            1.5        0.2    -          1.7
                                                                                                
     Share of joint ventures' and associates' profit             -          (0.1)               -        (0.1)
                                                                                              
     Group operating profit                                      -            1.4        0.2    -          1.6


Finance and other net non-operating liabilities, together totalling £73.7
million (2001 £56.4 million) are excluded from net operating assets.


                      This information is provided by RNS
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