STRONG TRADING RESULTS VALUE CREATION AND PROMISING …/media/Files/W/Whitbread... · 2018. 1. 22. · INDIVIDUAL SAVINGS ACCOUNT (ISA) Lloyds TSB Registrars provide a company sponsored

WH

ITBREAD PLC

ANN

UAL REPO

RT AND

ACCOU

NTS 200

1/02

‘STRONG TRADINGRESULTS,VALUECREATION AND PROMISINGOUTLOOK’

WHITBREAD PLCANNUAL REPORT AND ACCOUNTS 2001/02

Whitbread PLCCityPointOne Ropemaker StreetLondonEC2Y 9HX

www.whitbread.co.uk

OVER THE LAST TWO YEARS, WHITBREAD HAS FOCUSED ON THREE GROWTH MARKETS

CONTENTS 02 Chairman’s statement04 Operating and finance review10 Board of directors12 Directors’ report25 Statement of directors’

responsibilities25 Report of the auditors26 Accounting policies 28 Group profit and loss account29 Group statement of total

recognised gains and losses29 Group note of historical cost

profits and losses 30 Balance sheets31 Group cash flow statement32 Notes to the accounts55 Five year summary57 Shareholder services

This document containsdetailed financial andstatutory information andconstitutes Whitbread PLC’sAnnual Report and Accountsfor 2001/02.

The company also publishesa shorter document, theWhitbread StakeholderReview, which aims to giveprivate shareholders a goodoverview of the company’sresults and activities.

HotelsRestaurantsSports, Health and FitnessFormer Whitbread

TURNOVER 2000/01


TURNOVER 2001/02

Whitbread PLC 56/57

SHAREHOLDER SERVICES

For further information about thecompany and its businesses pleasevisit the Whitbread website atwww.whitbread.co.uk

REGISTRARThe company’s registrar is Lloyds TSBRegistrars, The Causeway, Worthing,West Sussex BN99 6DA. For enquiriesregarding your shareholding pleasetelephone 0870 6003968.

In addition, shareholders can viewinformation about their shareholdings,find information on how to register a change of name and whatto do if a share certificate is lostby visiting the shareholder website at www.shareview.co.uk. There are also facilities to download change of address, dividend mandate andstock transfer forms. Please ensurethat you advise Lloyds TSB promptly of a change of name or address.

DIVIDEND REINVESTMENT PLANFull details of the Plan, which offers you the chance to reinvestyour cash dividend in the purchase of additional company shares,are available from the registrars at the address given above.

DIVIDEND PAYMENT BY BACSWe can pay your dividends direct toyour bank or building society accountusing the Bankers’ Automated ClearingService (BACS). This means that yourdividend will be in your account on the same day we make the payment.Your tax voucher will be posted to your home address. If you would liketo use this method of payment pleasering the registrars on 0870 6003968.

INDIVIDUAL SAVINGS ACCOUNT (ISA)Lloyds TSB Registrars provide acompany sponsored ISA. For furtherinformation or to receive a copy of the ISA brochure please ring 0870 2424244. Calls are charged atnational rates.

SHARE DEALING SERVICEShare dealing by postLloyds TSB Registrars 0870 24 24 244Barclays Stockbrokers 0845 702 3021Nat West Stockbrokers 0870 600 2050

Share dealing by telephoneStocktrade 0845 840 1533

The availability of these servicesshould not be taken as arecommendation to deal.

CAPITAL GAINS TAXMarket values of shares in thecompany as at 31 March 1982 wereas follows:

‘A’ limited voting sharesof 25p each 103.75p

‘B’ limited sharesof 25p each 103.75p

Whitbread has had discussions with the Inland Revenue concerningthe capital gains tax cost of Whitbreadshares following the reduction ofcapital on 10 May 2001. It is confirmedthat the market value of eachWhitbread share on 10 May 2001 forthese purposes was 606.5 pence and the market value of each Fairbarshare was 230 pence.

SHAREHOLDER BENEFITSDetails of special discounts and offersby Whitbread businesses have beenmailed with this report and furtheroffers are expected to be mailed withthe Interim Statement in November.Any future offers will be subject toreview by the board.

SHAREGIFTIf you have a small number ofWhitbread PLC shares, with a valuethat makes it uneconomic to sell them, you may donate the shares tocharity through the Sharegift schemeoperated by the Orr MackintoshFoundation. Further information onSharegift can be obtained from their website (www.sharegift.org) or by calling 020 7337 0501.

FINANCIAL DIARY – 2002/03

1 MayResults announcement

8 MayEx dividend date for final dividend

10 MayRecord date for final dividend

18 JuneAGM

12 JulyPayment of final dividend

31 AugustHalf year end

29 OctoberAnnouncement of half year results(date under review)

6 NovemberEx dividend date for interim dividend

8 NovemberRecord date

7 January 2003Payment of interim dividend

1 March 2003End of financial year

THE OUTLOOK FOR OUR MARKETS IS POSITIVE

WHITBREAD (CONTINUING BUSINESSES)2001/02 % change

Sales, including joint ventures (£m) 1,821.8 +6.6Operating profit (£m) 249.5 +5.9Proforma profit before tax (£m) 187.0 +7.6Proforma profit after tax (£m) 131.4 +10.9Dividends per share (p) 17.8Net assets per share (£) 6.37

(*Group profit before tax includes 10 weeks trading from the Pubs & Barsbusiness demerged in May 2001. All figures are before exceptional items.)

– GROUP PROFIT BEFORE TAX £213.4M*– ADJUSTED EARNINGS PER SHARE 47.85P– CASH INFLOW BEFORE FINANCING OF £309M– GOOD PROFIT GROWTH FOR CONTINUING

BUSINESSES– HEALTHY LIKE-FOR-LIKE SALES GROWTH IN

TRAVEL INN, PUB AND HIGH STREET RESTAURANTS,DAVID LLOYD LEISURE

– CORE MARRIOTT OUTPERFORMS WITH 21% YIELD PREMIUM

– A PROMISING START TO THE NEW FINANCIAL YEAR

Whitbread PLC 01

These were strong trading results withmost of our brands exceeding 5% like-for-like sales growth.

Restaurants and David Lloyd Leisurealso were ahead of their 10% earningsgrowth targets and made excellentprogress in terms of ROCE. Profit in ourLondon hotels was held back significantlyin the aftermath of September 11 butprompt management action led tocontinuing market out-performance.

Management has set about improvingthe returns from the continuingbusinesses with considerable vigourand these results show the first signsof their success.

Hotels grew sales in a difficult marketand virtually completed the integrationand conversion of the Swallow hotels.Core Marriott increased operating profit and a nationwide programme to improve efficiency is expected to save £10 million within Marriottin the current financial year. Travel Inn grew sales, like-for-like sales andoperating profit.

SOME £3 BILLION OF CORPORATETRANSACTIONSHAVETRANSFORMEDWHITBREAD AND THE PROSPECTS FOR THE BUSINESS

SALES(£M)

00/01

1,709

99/00

1,463

01/02

1,822

EBITDA(£M)

00/01

354

99/00

285

01/02

374

OPERATING PROFIT(£M)

00/01

236

99/00

188

01/02

250

WHITBREAD CONTINUING BUSINESSES

Restaurants grew like-for-like sales byover 5% in its continuing businesses,increased returns and completed itsbrand review, leading to the decisionto sell the Pelican Group. The divisionalso undertook a reorganisation toreduce future operating costs.

David Lloyd Leisure grew sales,operating profit, margin, and returnsas well as making good progress inensuring its new clubs generatemature levels of return more quickly.

CORPORATE TRANSACTIONSSome £3 billion of corporatetransactions in the last 30 monthshave completely transformedWhitbread and the prospects for the business.

During the year these transactionsincluded the demerger of Pubs & Bars,the disposal of 45 pub restaurants and the decision to dispose of thePelican Group.

Net proceeds generated during the year were £1.7 billion with the Pelicandisposal yet to come. £1.1 billion,equivalent to £2.30 per share, wasreturned to shareholders in June 2001,with the balance being used to reducegroup debt and invest in future growth.Goodwill of £147 million relating to thePelican Group, previously written off toreserves, has been charged to the profitand loss account in this year. This is a non-cash item and has no impacton shareholders’ funds. The net effectof the year’s corporate transactions hasbeen to generate a surplus over bookvalue of £422 million.

CURRENT TRADING AND OUTLOOKThe new financial year has got off to a promising start. Marriott is stillexperiencing softness in Londonalthough yield has been sustainedahead of the market. Our other majorbrands continue in like-for-like salesgrowth ahead of the 5% target.

The outlook for our markets is positivewith growth expected in the UKeconomy and consumer confidenceremaining high. Our brands are strongand we are continuing to invest intheir future.

The board is confident that thetransformed Whitbread will build on the success already achieved and will continue to make goodprogress towards the achievementof our ambitious financial targets.

THE BOARDSam Whitbread retired as a directorin September 2001 after 29 years as a non-executive director – 8 of them as chairman. His contribution over the years was invaluable both in formal board meetings and the many hundreds of informal contactshe had with Whitbread people.

John Padovan will retire from theboard at this year’s Annual GeneralMeeting. I should also like to thankhim for his valued work as a non-executive director and chairman of the Whitbread Pension Trustees.

WHITBREAD PEOPLEThis has been a second year ofmomentous change at Whitbread.

On behalf of our shareholders I should like to thank all of our peoplefor the skill, hard work and sheerprofessionalism which have deliveredsuch strong results.

DIVIDENDA final dividend of 12.75 pence isproposed which will make a totaldividend for the year of 17.8 pence.This will be paid on 12 July 2002 toshareholders on the register at theclose of business on 10 May 2002.

Sir John BanhamChairman

30 April 2002

ExceptionalSurplus over profit and loss

Impact of current year corporate transactions (£m) book value account

Pubs & Bars– Surplus over book value 477 nil– Costs (25) (25)

Net impact – Pubs & Bars 452 (25)

Pelican– Write down (26) (26)– Goodwill – previously written off to reserves – (147)– Reorganisation (2) (2)

Net impact – Pelican (28) (175)

Other – including taxation (2) (2)

Surplus over book value/exceptional items 422 (202)

Whitbread PLC 02/03

THE TRANSACTIONS HAVE CREATED VALUE FOR SHAREHOLDERS AND ENABLEDWHITBREAD TO FOCUS ON THOSE GROWTH SEGMENTS OF THE UK LEISUREMARKET WHERE THE GROUP ALREADYOCCUPIES LEADING POSITIONS

+11%PROFIT AFTER TAX, CONTINUINGBUSINESSES

OPERATING REVIEW

HOTELSHotels grew sales by 3.7% but sawoperating profit decline by 2.4% as a result of lower yields followingSeptember 11. Return on capitalemployed improved in core Marriottbut declined overall for the samereason. Travel Inn grew like-for-likesales by 3.6% and like-for-like ROCE by 0.5% point to 15.0%.

Marriott/SwallowSALES £404.5M +0.4%LIKE-FOR-LIKE SALES –0.1%OPERATING PROFIT £71.6M –8.9%ROCE 5.8% –0.8% Point

To maintain sales in a difficult marketwas a considerable achievement.The operating profit decline of 8.9%also compared favourably with the 4-star market in general. These results were achieved by compensating forthe decline in US visitors, especially to London, with leisure business at lower short-term rates. The long-term positioning of Marriottas an upscale hotel brand, therefore,has been protected.

The 36 Marriott hotels that havecarried the brand for more than two years, grew operating profit andmargin despite a slight decline inoccupancy and room rates. Annualoperating profit per room grewfrom £7,600 to £7,900.

The 10 Swallow hotels that wereconverted to the Marriott brand in the2000/01 financial year grew sales by13% and achieved a 9% yield premiumto the 4-star market. The 12 hotels that were converted in 2001/02 grew sales by 6% and have achieved a 4%premium since conversion.

Travel InnSALES £177.3M +12%LIKE-FOR-LIKE SALES +3.6%OPERATING PROFIT £60.2M +6.7%ROCE 12.5% –0.8% Point

The Travel Inn brand added 1,738 newrooms and 20 new units during theyear bringing the totals to 15,924rooms and 282 hotels. This makesTravel Inn the UK’s leading brandedhotel network. Unprompted brandawareness grew from 18% to 29%.

Overall occupancy fell slightly from82% to 81% mainly as a result of fewer visitors to London. The provincialnetwork of 200 hotels maintainedoccupancy at 82.2%. Achieved roomrate grew by 4.4% to £38.59 and yieldgrew 1.9% to £31.29. Like-for-like returnon capital employed also grew from14.5% to 15%.

Travel Inn’s new reservation systemwas introduced across the networkgiving on-line access to the entireroom stock. Room bookings via thewebsite are now running at up to 15% of the weekly total leading to cost and occupancy benefits.

RESTAURANTSWhitbread Restaurants grew sales by 6.4%, operating profit by 13% and return on capital employed by1.5% point.

Pub RestaurantsSALES £576.1M +6.1%LIKE-FOR-LIKE SALES +5.6%OPERATING PROFIT £71.3M +5.5%ROCE 9.3% +0.6% Point

Operating profit growth of 5.5% was a mix of a 9.6% increase in BrewersFayre and a 3.4% decline in Beefeater as trading weeks were lost and costsincurred through the new brandconversion programme.

Brewers Fayre had a highly successfulyear growing like-for-like sales by 5.6%and operating margin from 14.8% to15.0%. The Brewster’s brand won theTommy’s award as the UK’s most family-friendly restaurant and 14 new units wereadded bringing the total to 134.

Beefeater also continued itssegmentation strategy. Some 16% of the estate was disrupted by thisprocess leading to increased costs and the decline in operating profit.The comparable Beefeater estate grew sales by 5.4% and operating profit by 12.6%

High Street RestaurantsSALES £498.3M +6.7%LIKE-FOR-LIKE SALES +3.3%OPERATING PROFIT £16.9M +64%ROCE 12.9% +6.5% Points

Overall, like-for-like sales growth,excluding Pelican, exceeded 5%.Although Pizza Hut was again thebiggest contributor to the 64% growthin operating profit, both T.G.I. Friday’sand Costa made significant progress,particularly in the second half of theyear. Like-for-like sales were up 6.0% in Pizza Hut, 4.4% in T.G.I. Friday’s and 5.7% in Costa.

Some 72 poorly performing sites were disposed of during the year andin October, Whitbread Restaurantsannounced the decision to dispose of the Pelican brands including CaféRouge and Bella Pasta.

Whitbread PLC 04/05

OPERATING AND FINANCE REVIEW

SPORTS, HEALTH AND FITNESSSALES £165.6M +19%LIKE-FOR-LIKE SALES +15%OPERATING PROFIT £34.4M +22%ROCE 7.6% +1.0% Point

David Lloyd Leisure exceeded its salesand profit targets and grew return on capital employed by 1.0 percentagepoint. There was a particularly strongperformance from the new andmaturing clubs which led to a furtherimprovement in operating margin to 20.8%.

Five new clubs were opened during the year bringing the total to 49. Firstyear memberships are running atover double previous levels followingeffective pre-opening marketing.This is expected to reduce the timetaken to reach mature club ROCElevels in excess of 16%.

The total number of David LloydLeisure club members grew from220,000 to 261,000. Retention rates fell slightly to 73% following theintroduction of a new 3 monthcontract but remained well above the industry average of 60%. Membersatisfaction scores increased duringthe period by 3.7% to 74.7%. Ten sites were in the pipeline at the end of the year with five planned to open in 2002/03.

OTHERPubs & Bars turnover for the first 10weeks of the financial year prior to thedemerger in May was £125.9 millionwith operating profit of £30.5 million.

Beer and other drinks turnover of £78.3 million relates to Whitbread’scontinuing contractual relationshipwith Heineken and operating profitof £15.8 million relates, primarily, toWhitbread’s 25% holding in BritanniaSoft Drinks.

FINANCE REVIEW

YEAR OVER YEAR COMPARISONS OF PERFORMANCEThe last two years have been a period of transformation for Whitbread,inevitably hindering year over yearcomparisons of performance. Duringthis time the following strategicinitiatives have been completed:– the disposal of Whitbread Beer

Company in May 2000;– the disposal of Whitbread’s 50%

interest in the First Quench off-licence joint venture in October 2000;

– the demerger of the Pubs & Barsdivision in May 2001.

These transactions have created value for shareholders and enabledWhitbread to focus on those growthsegments of the UK leisure marketwhere the group already occupiesleading positions.

Wherever possible, the results in this report are presented in a waywhich helps the measurementof performance trends in continuingWhitbread. Continuing Whitbreadrepresents all businesses within the group at the end of the financial year. It excludes the continuing beeractivity (see note 3 to the accounts).

Operating profit and EBITDA figures,where referred to in this review,are stated before exceptional items(see note 5 to the accounts).

Like-for-like sales figures exclude salesof outlets first opened or disposed ofduring 2000/01 or 2001/02.

Proforma profit and loss accountfor continuing Whitbread (£m)

2001/02 2000/01

Turnover including joint ventures 1,822 1,709

Operating profit before exceptional items 250 236Interest (63) (62)

Profit before tax and exceptional items 187 174Taxation (56) (55)

Profit after tax before exceptional items 131 119

TURNOVER On a like-for-like basis, turnoverincluding joint ventures increased by4.2%. Total turnover of continuingWhitbread increased by 6.6%. As aresult of the demerger and disposalsdescribed earlier, total turnoverincluding joint ventures fell by 30%.

OPERATING PROFIT Operating profit before exceptionalitems of continuing Whitbreaddivisions increased by 5.9%. The profitcontribution of each business isdescribed in the Operating Review.The results of all Travel Inns operatedby Whitbread are now reported under ‘Hotels’. Previously, Travel Inns adjacent to Restaurants’ outlets andDavid Lloyd Leisure clubs werereported within the results of thosedivisions. The figures for last year have been adjusted accordingly. Totaloperating profit before exceptionalitems declined by 35%, reflecting thedemerger and disposals.


EARNINGS BEFORE INTEREST, TAX,DEPRECIATION AND AMORTISATION(EBITDA) EBITDA is a good indicator of cashgeneration. EBITDA for continuingWhitbread grew by 5.6%.

INTERESTThe net interest charge fell by £26.3 million to £67.4 million. Thisreduction reflects a lower level of netdebt and lower interest rates this year. Net interest was covered 4.2 times by operating profit beforeexceptional items.

PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX On a proforma basis (see table on theprevious page), profit before exceptionalitems and tax for continuing Whitbreadwas up by 7.6%. Total profit beforeexceptional items and tax, which wassignificantly affected by the disposalsand demerger, was down by 36%.

TAXATIONThe charge against profit beforeexceptional items for the period of£63.5 million represents an underlyingrate of 29.8%. The charge includesdeferred tax, as described under‘Accounting policies’ and in note 2 to the accounts. The tax charge for2000/01 has been restated to reflectthe adoption of FRS 19 (Deferred Tax).

The exceptional charges forimpairment, totalling £173 million, donot attract relief against current tax.

EXCEPTIONAL ITEMSA further £25 million of reorganisationand transaction costs, relating to the demerger of Pubs & Bars, werecharged as exceptional items in theyear. A charge of £26.3 million forimpairment of certain high streetrestaurants operated by our Pelicanbusiness was taken, also as anexceptional item, in the year. Followingthe decision to dispose of the Pelicanbusiness, the related goodwill of£146.5 million, created and previouslywritten off to reserves at the time of acquisition, has now been writtenoff to the profit and loss account andcredited to reserves. This accountingtreatment, which accords with FRS 10,has no cash impact or effect onshareholders’ funds. These exceptionalcosts, and other more minor charges,are fully explained in note 5 to theaccounts.

ADJUSTED EARNINGS PER SHARE(EPS) AND DIVIDENDAdjusted EPS was up by 0.1%. Theproposed final dividend is 12.75 penceper share. The full year’s dividend pershare, interim plus final, is 17.80 penceper share. This level of paymentreflects the board’s proposal for thecurrent year to pay dividends ofapproximately 40% of post-tax profits.

CAPITAL EXPENDITURE £287 million was invested in propertyand plant, compared with £332 millionlast year. Of this amount, £130 millionrelated to the acquisition anddevelopment of new sites.

Capital expenditure (£m)2001/02 2000/01

Hotels– Marriott/Swallow 71 82– Travel Inn 71 45Restaurants– Pub restaurants 53 36– High street restaurants 18 31Sports, Health and Fitness 57 33Other 3 8

Continuing Whitbread 273 235Pubs & Bars 14 85Beer – 12

287 332

CASH FLOW Cash inflow before financing was£309 million. This figure wassignificantly impacted by the net cashreceived as a result of disposals andthe Pubs & Bars demerger togetherwith the outflow of the costs of that demerger. The tax and dividendpayments relating to businesses thatare not part of continuing Whitbreadalso impacted the figure. On aproforma basis, continuing Whitbreadcash flow is:

Whitbread PLC 06/07


Relating toContinuing demerger

Proforma cash flow – continuing Whitbread 2001/02 (£m) As published Whitbread and disposals

Cash flow from operations 352 336 16Dividends received 3 3 –Interest costs etc. (72) (67) (5)Taxation (84) (37)(1) (47)Capital expenditure (net) (224) (212) (12)Acquisitions and disposals 462 – 462Dividends (128) (49)(2) (79)

Net cash inflow/(outflow) 309 (26) 335

(1) Estimated taxation paid in current year on profits of continuing Whitbread.(2) Apportioned dividend on basis of 2001/02 dividend policy.

The net cash outflow for continuing Whitbread of £26 million is after the group invested £130 million of expenditure in new outlets, leaving the group with an underlying cash inflow of c.£100 million per annum.


DEMERGER OF PUBS & BARSThe demerger of the Pubs & Barsdivision was concluded in May 2001 at a value of £1,612 million, afteradjustments for working capital.£1,129 million of cash was returneddirectly to shareholders and£483 million was retained by the group to pay transaction costs andreduce long-term borrowings.The transaction realised a gain on the book value of Pubs & Bars of £477 million. This gain is reported in the movement in shareholders’funds notes (see notes 27 and 28 to the accounts) but, for technicalreasons, it is not included in the profitand loss account.

SECOND HALF YEARProfit for the second half was lowerthan that for the first half. The firsthalf benefited from 10 weeks tradingof Pubs & Bars, while the second halfsuffered from the consequences ofSeptember 11 on our hotels businesses.

SHAREHOLDER RETURNAs explained in note 26 to the accounts,a 3 for 5 share capital consolidationwas implemented at the time of thePubs & Bars demerger. This reflectedthe £2.30 per share returned toshareholders in June 2001.

Adjusted earnings per share, calculatedon the weighted average number of shares in issue during the period,increased by 0.1% to 47.85 pence.The total dividend for the year, interimplus final, amounts to 17.80 pence per share.

The company’s share price opened theyear at 628 pence and closed the year at 633 pence. Net asset value pershare at the balance sheet date was637 pence, compared with 507 pence(restated for FRS 19 – see note 2 to theaccounts) at the previous year end.

ACCOUNTING POLICIESFRS 19 (Deferred Tax) has beenadopted for these accounts. Deferredtax is the tax attributable to thetiming differences arising from theinclusion of items of income andexpenditure in one period for taxpurposes (in accordance with taxlegislation) and another for accounting(in accordance with UK company lawand financial reporting standards).The principal timing difference forWhitbread relates to hotel buildingsand to furniture, fixtures andequipment in all our properties. Forthese assets, tax relief normallyexceeds the charge against profit fordepreciation in the early years of theirlife. The position reverses in later years.

The impact of adopting FRS 19 isdetailed in note 2 to the accounts.It should be emphasised thatFRS 19 has no impact on tax paid or cash flows.

Pension costs and assets and liabilitieshave continued to be accounted for on the basis of SSAP 24 (Accounting for Pension Costs). Disclosures relatingto the balance sheet as at 2 March2002 are, however, provided in note 8to the accounts under the transitionalarrangements of FRS 17 (RetirementBenefits).

PENSIONSFRS 17 requires the pension fund assetsto be valued at market value at thebalance sheet date. This method, byrequiring a valuation on a specific day,introduces a higher level of volatilityinto the method of accounting for pensions. On an FRS 17 basis,there would have been a pension fund deficit of £84 million at thebalance sheet date. This equates to approximately 7% of the value of the fund. This shortfall would be reduced to £59 million after tax.The defined benefit scheme has now been closed to new members.

Whitbread PLC 08/09


FINANCIAL RISKS AND TREASURY POLICIESThe main financial risks faced by the group relate to: the availability of funds to meet business needs;fluctuations in interest rates; and therisk of default by a counterparty in a financial transaction.

The Treasury Committee, whichis chaired by the finance director,reviews and monitors the treasuryfunction. The undertaking of financial transactions of aspeculative nature is not permitted.

The group finances its operations by a combination of internally-generatedcash flow, bank borrowings and long-term debt market issues. The groupseeks to achieve a spread in thematurity of its debts.

Interest rate swaps and interest ratecaps are used to achieve the desiredmix of fixed and floating rate debt.The group’s policy is to fix or cap aproportion of projected net interestcosts over the next five years. Thispolicy reduces the group’s exposure to the consequences of interest ratefluctuations.

The group maintains an approved list of counterparties for interest rateswaps and caps, foreign exchangecontracts and term deposits. The groupmonitors its positions with, and thecredit ratings of, its counterparties.

FINANCIAL POSITIONNet debt at the year end amounted to £976 million, resulting in a balancesheet gearing ratio of 52%. Net interestwas covered 4.2 times by operatingprofit before exceptional items.

Following the demerger of Pubs & Bars we reduced the £625 million bankfacility, which expires in April 2003, by£400 million. The £625 million facilityexpiring in April 2005 remains in place. At the year end, £452 million of the total committed credit facility of £850 million was unused.

INTEREST RATE RISK MANAGEMENTAt the year end £548 million (58%)of group net sterling debt was fixed for a weighted average of 8 years, usingfixed rate borrowings and interest rateswaps. The average rate of interest onthis fixed rate sterling debt was 6.8%.

Based on the group’s net debtposition at the year end, a 1% changein interest rates would affect costs byapproximately £4 million, or around1.5% of the 2001/02 operating profitbefore exceptional items.

FOREIGN CURRENCY RISKMANAGEMENTAt the year end foreign currencyborrowings amounted to £47 million.All foreign currency borrowings,other than those made to hedgeoverseas investments, have beenswapped into sterling.

Transaction exposures resulting frompurchases in foreign currencies may be hedged by forward foreign currencytransactions and currency options.

DEBT PROFILE(£M)

2-5years

278

1-2 years

223

Within1 year

16

Over5 years

425

INTEREST COVER(TIMES COVERED)

00/01

4.6

99/00

6.5

01/02

4.2

1 SIR JOHN BANHAM* CHAIRMANSir John was appointed a director in November 1999 and becamechairman in June 2000. He is a member of the Remuneration and Audit committees and chairman of the Nomination Committee. His otherappointments include chairman of ECI Ventures Group, the senior non-executive director of Amvescap, and a director of The Merchants Trust PLC.He was chairman of Kingfisher PLCfrom 1996 to 2001 and of Tarmac PLCfrom 1993 to 1999. Previously Sir Johnwas a director of McKinsey and Cobefore becoming the first Controller of the Audit Commission in 1983 andDirector General of the CBI in 1987.He was also the first chairman of theLocal Government Commission forEngland from 1992 to 1995 and thefounding chairman of WestcountryTelevision. Aged 61.

2 DAVID THOMAS CBECHIEF EXECUTIVEAppointed chief executive in 1997,David has been at Whitbread since1984 and a director since 1991. Hisroles have included managing directorof Whitbread Inns and WhitbreadRestaurants and Leisure. Previously, hewas with Finefare, Linfood and GrandMetropolitan. He is a non-executivedirector of Xansa PLC, a trustee of In Kind Direct and a member of theLondon Tourist Board. Aged 58.

3 DAVID RICHARDSONHaving previously been the strategicplanning director, David becamefinance director on 1 March 2001. Hehas been with Whitbread since 1983and was appointed to the board in1996. He was previously at ICL, havingqualified as an accountant withTouche Ross. Aged 50.

4 BILL SHANNONManaging director of WhitbreadRestaurants division and a director of Whitbread since 1994, Bill joined thecompany in 1974 as a finance managerand has since been managing director of Beefeater Restaurant and Pub,Thresher, Whitbread Pub Partnershipsand Whitbread Inns. He is a non-executive director of Aegon PLC and a director of Pizza Hut (UK) Limited.Aged 52.

5 STEWART MILLERManaging director of David LloydLeisure since May 2001 and a directorof Whitbread since May 2000, Stewarthas been with Whitbread since 1981.His roles have included operationsdirector and chief executive of PizzaHut UK, operations director ofBeefeater, sales and marketing directorof Whitbread Inns and managingdirector of Whitbread Pub Partnershipsand Whitbread Pubs & Bars. He is a director of Business In Sport andLeisure Limited. Aged 49.

BOARD OF DIRECTORS

1 3 5

2 4

6 ALAN PARKER Alan joined Whitbread as ManagingDirector of Whitbread Hotel Companyin 1992 and was appointed to theBoard in May 2000. He was previouslySenior Vice-President of Holiday InnEurope, Middle East and Africa andbefore that Managing Director ofCrest Hotels. Alan is visiting Professorat the University of Surrey and ex-chairman and a director of the BritishHospitality Association. Aged 55.

7 CHARLES GURASSA*Appointed a director in July 2000,Charles is chairman of theRemuneration Committee and a member of the NominationCommittee. He is currently Chairmanof TUI Northern Europe Limited andTUI Airline Group and an ExecutiveDirector of Preussag AG, havingformerly been with British Airways as Head of Leisure, World Sales andDirector of Passenger and CargoBusiness. Aged 46.

8 PRUE LEITH*Appointed a Director in 1995, Prue is a member of the Remuneration, Auditand Nomination committees. She is anon-executive director of WoolworthsGroup PLC and Triven VCT PLC and aformer non-executive director ofSafeway PLC and Halifax PLC. Aged 62.

9 JOHN PADOVAN*A director since 1992, John is a memberof the Remuneration and Nominationcommittees, chairman of the AuditCommittee and chairman ofWhitbread Pension Trustees. He is alsochairman of Williams Lea Group andof Schroder Split Investment Fund andchairman or non-executive director of several other listed and unlistedcompanies. John will be retiring as adirector of the company at the AGMon 18 June 2002. Aged 63.

10 DAVID TURNER*Appointed a director on 1 January 2001, David is a member of the Audit, Remuneration and NominationCommittees. Previously FinanceDirector of GKN PLC, he is now theChief Financial Officer of the BramblesGroup comprising Brambles Industriesplc in the UK and Brambles IndustriesLimited in Australia. Aged 57.

11 LORD WILLIAMSON*Appointed a director in 1998. Beforethis, Lord Williamson was secretary-general of the European Commissionfrom 1987 to 1997, having been head of the European Secretariat, UKCabinet Office from 1983 to 1987 andDeputy Director General for Agricultureat the Commission between 1977 and 1983. He is a member of the Audit,Remuneration and Nominationcommittees. Aged 67.

*Non-executive director

BOARD OF DIRECTORS

7 9 11

6 8 10

DIRECTORS’REPORT

The directors present their reportand accounts for the year ended2 March 2002. As well as matters of a general nature, on which thedirectors are required to report,the report deals with corporategovernance and the company’sactivities in the area of socialresponsibility. The remuneration report follows.

GENERAL

CHANGE OF NAMEOn 10 May 2001, the name of the company was changed fromWhitbread Holdings PLC to Whitbread PLC.

RESULTS AND DIVIDENDSThe group profit before tax for the year amounted to £213.4 million beforeexceptional items, £7.0 million afterexceptional items. The directors haverecommended a final dividend forthe year of 12.75 pence per share. Thedividend will be payable on 12 July 2002to shareholders on the register at closeof business on 10 May 2002. The totaldividend for the year, including theinterim dividend of 5.05 pence paid on8 January 2002, amounts to 17.8 penceper share. This is in accordance withthe statement in last year’s Report andAccounts of the company’s dividendpolicy for this year, which is to paydividends of approximately 40% of profits after tax, giving a dividendcover of some 2.5 times.

Shareholders may participate in a dividend re-investment plan, underwhich their cash dividend is used to purchase additional shares in thecompany. Further details can be foundon page 57.

PRINCIPAL ACTIVITIES AND REVIEWOF THE BUSINESSA detailed review of the company’sactivities and the development of itsbusiness, and an indication of likelyfuture developments, are given onpages 5 to 9.

BOARD OF DIRECTORSThe directors are listed on pages 10and 11. All of them served throughoutthe financial year. Lord MacLaurin and Alan Perelman resigned as directorson 20 March 2001. Sam Whitbreadresigned on 18 September 2001.

Prue Leith, David Richardson, DavidThomas and Lord Williamson will stand for re-election at the forthcomingAnnual General Meeting. John Padovanwill retire at the meeting. Details of directors’service contracts are given on page 20. None of the non-executivedirectors has a service contractother than as described in theRemuneration Report (page 20) in relation to Sir John Banham.

SHARE CAPITALAt the beginning of the year, theauthorised share capital was£4,725,000,002 divided into1,050,000,000 ordinary shares of 450 pence each and 2 subscriberordinary shares of £1 each. On 10 May2001 (pursuant to a special resolutiondated 20 April 2001) the nominal valueof each ordinary share was reduced to 30 pence. Each share was thenconsolidated and sub-divided intoordinary shares of 50 pence each.The authorised share capital is£315,000,000 divided into 630,000,000ordinary shares of 50 pence each.

ANNUAL GENERAL MEETING The AGM will be held at 2.00pm on18 June 2002 at The Brewery, ChiswellStreet, London EC1Y 4SD. The notice of meeting is enclosed with this report and is accompanied by a letterfrom the chairman. In addition to the ordinary business of the meeting,shareholder consent will be soughtto renew authority for the purchase by the company of its own ordinaryshares, to approve a Share IncentivePlan for all employees, and to receivethe Remuneration Report, whichis on pages 18 to 24 of this report.

PURCHASE OF OWN SHARESThe company is authorised to purchase,in the market, the company’s ownshares. Approval to renew this authorityfor a further year will be sought fromshareholders at the 2002 AGM.

MAJOR INTERESTSAs at 29 April 2002, the company hadbeen notified by Prudential plc of aninterest in 9,866,620 sharesrepresenting 3.33% of the issuedcapital of the company; by AXA S.A.of an interest in 10,040,512 sharesrepresenting 3.40% of the issued sharecapital of the company; and by Legal & General Investment ManagementLimited of an interest in 10,561,568shares representing 3.57% of the issuedcapital of the company.

SUPPLIER PAYMENT POLICYThe group keeps to the paymentterms which have been agreed withsuppliers. Where payment terms havenot been specifically agreed, it is thegroup’s policy to settle invoices close to the end of the month following themonth of invoicing. The group’s abilityto keep to these terms is dependentupon suppliers sending accurate andadequately detailed invoices to the correct address on a timely basis.The group had 38 days’ purchasesoutstanding at 2 March 2002, based on the trade creditors and accrualsoutstanding at that date andpurchases made during the year.

EMPLOYEES AND EMPLOYMENT POLICIESWhitbread strives for excellence in thetreatment of its people in providing a working environment in which all itsemployees as well as its customersand business partners are treated withdignity and respect.

The company is also committed to increasing employee involvementand believes that effective two-waycommunication between the company and its employees brings real business benefits. Employees haveopportunities to express their views

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DIRECTORS’REPORT

and receive information aboutthe company at regular meetings with management, via electedrepresentatives at ‘BusinessImprovement Groups’, and throughregular employee opinion surveys.

In order to attract and retain the bestpeople, Whitbread continually looksfor effective ways to reward itsemployees. It offers competitivesalaries, incentive paymentarrangements to reward individualand company achievement, a widerange of non-cash benefits, includingshare schemes, healthcare, employeecounselling and discounts againstWhitbread products and the productsand services offered by many of ourbusiness partners.

Whitbread also seeks to give itsemployees a direct stake in thebusiness and to align the interests of employees with those of othershareholders through share schemes.In July 2001, 516,540 ordinary shareswere issued to the trustees of theShare Ownership Scheme on behalf of 13,097 employees. Due to changes in legislation, the Scheme will come to an end in 2002 and the lastappropriation will be made toemployees in June 2002. The companyis seeking approval from shareholdersfor a new Share Incentive Plan which, if operated, will be open to all employees.

In December 2001, 3,858 employeeswere granted options over 1,885,996shares at 431 pence under the terms of the Sharesave Scheme. Presently,some 6,000 employees hold options over some 5 million shares under that Scheme.

During the year some 67 seniorexecutives were granted options over a total of 1,163,300 shares under the executive share option schemes.These options may only be exercised if the performance criteria describedon page 19 are met.

Potential awards over 152,423 shareswere made to senior executives underthe Long Term Incentive Plan, which is described on page 19.

As at 29 April 2002 there wereoutstanding options over 9,335,010ordinary shares, representing 3.16% of the company’s issued share capital.

DISABILITYAs part of an ongoing and rigorouspolicy review process, the company iscommitted to implementing a formaldisability management policy toinclude a detailed training programmeto ensure that Whitbread is capable of offering people with disabilities the same employment opportunitiesas other employees.

If an employee becomes disabled in the course of their work with the group,full support is provided, for example,through training programmes, toensure that, wherever possible, theindividual can remain in continuedemployment within the group.

EQUAL OPPORTUNITIESThe Whitbread group values diversityand equality at all levels within theorganisation. The company’s stance on equality and diversity permeatesthroughout the employment ‘lifecycle’from recruitment and selection,through performance and developmentreviews, to retirements and leaving theorganisation. All staff are encouraged to develop to the best of their abilities.

TRAINING AND DEVELOPMENTThe company continues to recognise,through a number of accreditedprogrammes, the importance andmotivational impact of high levels of training and development both in terms of improvements in servingcustomers and also in developing and retaining talent within theorganisation.

AUDITORS On 28 June 2001, Ernst & Young, thecompany’s auditor, transferred itsentire business to Ernst & Young LLP,a limited liability partnershipincorporated under the LimitedLiability Partnerships Act 2000. Thedirectors consented to treating theappointment of Ernst & Young asextending to Ernst & Young LLP witheffect from 28 June 2001.

Ernst & Young LLP have expressedtheir willingness to continue in office as auditors of the company and a resolution proposing their re-appointment will be put toshareholders at the Annual GeneralMeeting.

After proper consideration, the AuditCommittee is satisfied that thecompany’s auditors, Ernst & Young LLP, continue to be objective andindependent of the company.

Although the auditors also performcertain non-audit services forWhitbread, the committee is satisfiedthat such work being primarilycorporate finance related, is besthandled by Ernst & Young LLP, becauseof their knowledge of Whitbread.The Audit Committee has alsoconsidered what work should not becarried out by the external auditorsand have concluded that certainservices including internal auditand IT consulting services will notbe carried out by Ernst & Young LLP.

GOING CONCERNAfter making enquiries, the directorshave a reasonable expectation that the company has adequateresources to continue operating for the foreseeable future. For thisreason, the going concern basiscontinues to be adopted in preparingthe accounts.

DIRECTORS’REPORT – CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

The company is committed to highstandards of corporate governance asset out in Section 1 of the CombinedCode(1). This report sets out how theprinciples set out in the Code havebeen applied.

The company has complied with theprovisions set out in Section 1 of theCombined Code throughout the yearwith the exception of certain provisionsrelating to the appointment of a seniorindependent director, and to directors’service contracts. These are explained in the report below and in theRemuneration Report.

THE BOARDIn the year under review the boardconsisted of the chairman, five non-executive directors and five executivedirectors. There is a clear division ofresponsibility between the chairman,who leads the board, and the chiefexecutive, who is responsible for therunning of the business.

The company has a formal procedurefor the appointment of directors bymeans of the Nomination Committee(see below). New directors stand for re-election at the Annual GeneralMeeting following their appointment.Every director is required to retire byrotation, and may stand for re-electionif nominated by the committee, at leastevery third year. All new appointmentsof non-executive directors are for an initial fixed term of three years.An induction to the company’s businessand training is available for all directorson appointment.

The board meets at least 11 times a yearand has a formal schedule of mattersreserved to it for decision, which includeannual and interim results, the groupbusiness plan, treasury policy and majoracquisitions and disposals. Directors are given timely and appropriateinformation for each board meeting,including monthly financial and tradingreports. A number of board meetingstake place at different Whitbread

locations. To further build up thedirectors’knowledge of the business,other visits to Whitbread sites arearranged. The company secretaryensures that the board are briefed onlegal and regulatory issues, such as health and safety. The performance of the board is appraised annually bythe chairman, having consulted witheach director.

The chief executive and financedirector hold a performance reviewmeeting with each operating divisionboard every two months.

The non-executive directors bring to the board considerable knowledge and experience from other areas of business and public life. The boardconsiders that all of the non-executivesare independent. The board hasconsidered whether to appoint a deputychairman or a senior independent non-executive director. In view of the strongindependent non-executive elementon the board, it was decided thatit was not necessary to create such an additional role.

Any shareholder may contact thechairman or chief executive to raiseany issue, or may raise any such issuewith one or all of the non-executivedirectors of the company. The company secretary can facilitate anysuch communication if requested.

BOARD COMMITTEESThe board has delegated authority tothe following committees on specificmatters, which are set out in a writtenconstitution and terms of reference for each committee.

The Audit Committee reviews thecompany’s internal controls andensures that the financial informationsupplied to shareholders presents abalanced assessment of the company’sposition. It is also responsible forreviewing the internal auditprogramme, and major findings ofaudit reviews, the appointment ofexternal auditors, advising the boardon the auditors’ fees and reviewing the scope of the annual audit.

The committee reviews the half-yearfinancial statements, annual accountsand accompanying reports toshareholders before their submission to the board. The committee membersare all non-executive directors:John Padovan (chairman), Sir JohnBanham, Prue Leith, David Turner and Lord Williamson. The committeemeets three times a year, with thefinance director and other officers also attending. It also meets with theauditors at least annually, without anexecutive director present.

The Remuneration Committee isresponsible for determining broad policyfor the remuneration of the executivedirectors and members of the GroupExecutive and for determining their entireindividual remuneration packages.The committee takes advice fromremuneration consultants Towers Perrin.

The report on directors’ remunerationon pages 18 to 24 gives full details of the company’s policy on executiveremuneration and of individual directors’individual remuneration packages.Throughout the financial year ended2 March 2002 the company compliedwith the provisions on the design ofperformance related remuneration asset out in Schedule A of the CombinedCode and the Remuneration Reporthas been prepared in accordance withSchedule B of the Code.

The committee meets at least twice ayear. Its members are Charles Gurassa(chairman), Sir John Banham, PrueLeith, John Padovan, David Turner andLord Williamson, all of whom are non-executive directors.

The Nomination Committee makesrecommendations to the board for appointment and re-election ofdirectors, both executive and non-executive. The committee uses externalrecruitment consultants whereappropriate. No director is involved in any decision about his or her ownre-appointment.

(1)The principles of good governance and code of best practice appended to the Listing Rules of the UK Listing Authority.

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DIRECTORS’REPORT – CORPORATE GOVERNANCE

The committee members are Sir John Banham (chairman), CharlesGurassa, Prue Leith, John Padovan,David Turner, Lord Williamson andDavid Thomas.

The board has delegated authority to the General Purposes Committeeto deal with business of a routinenature and with other specific matters delegated to it by the board. The committee is made up of at least two directors designated by the board and meets as required.

In addition to the above, the GroupExecutive meets monthly and dealswith the day-to-day managementof the company. It comprises the executive directors, Angie Risley(human resources director) and Tim Hammond (corporatedevelopment director).

INTERNAL CONTROLThe board is responsible for the group’ssystem of internal control and forreviewing its effectiveness. Such asystem is designed to manage ratherthan eliminate the risk of failure toachieve business objectives and canonly provide reasonable, and notabsolute, assurance against materialmisstatement or loss.

The board has established an ongoingprocess for identifying, evaluating andmanaging the group’s significant risks.This process was in place throughoutthe 2001/2 financial year. This processis regularly reviewed by the board and accords with the internal controlguidance for directors on theCombined Code.

Key elements of the group’s riskmanagement and internal controlsystem include:– the production by each business of

an annual risks and controls matrix,covering major risks and plans tomitigate against potential risks. Thesematrices are considered by the AuditCommittee and the Group Executive;

– a quarterly review by the GroupExecutive and the board of changes

in the major risks facing the groupand development of the appropriateaction plans;

– the formulation, evaluation andannual approval by the board ofbusiness plans and budgets. Actualresults are reported monthly againstbudget and the previous year’sfigures. Key risks are identified andaction plans prepared accordingly;

– the Treasury Committee, whichreviews treasury activities monthly.The committee is chaired by thefinance director. Treasury activitiesare conducted in accordance withdetailed procedures and mandates;

– the consideration of risks and theappropriate action plans, whenappraising and approving all majorcapital and revenue projects andchange programmes. A postcompletion review of each majorprojects is undertaken;

– financial policies, controls andprocedures manuals, which areregularly reviewed and updated;

– the limits of authority, which areprescribed for employees. Thecompany’s organisational structureallows the appropriate segregationof tasks;

– the group’s Code of Business Ethics,which is briefed annually to employees;

– the internal audit function, whichreports on the effectiveness ofoperational and financial controlsacross the group. The AuditCommittee regularly reviews themajor findings from both internaland external audit.

The board has carried out a specificassessment of the group’s system ofinternal control for the purpose of thisannual report. The Group Executiveand Audit Committees have assistedthe board in discharging these reviewresponsibilities.

CODE OF BUSINESS ETHICSThe company takes the view thatcorporate governance is not a matterfor the board or its committees aloneand has developed a Code of BusinessEthics, which is briefed annually toemployees. This covers dealings with

customers, suppliers and governmentofficials; safeguarding the company’sassets; keeping accurate and reliablerecords; and avoiding conflicts ofinterest. Its principal message is thatall employees must observe a code ofconduct based on honesty, integrityand fair dealing.

RELATIONS WITH SHAREHOLDERSThe company recognises theimportance of dialogue with bothinstitutional and private shareholders.Institutional shareholders, fundmanagers and analysts are briefed atregular meetings and presentations.All major announcements areavailable to shareholders via webcasts on the Whitbread website(www.whitbread.co.uk). This siteis a source of corporate information for investors and key stakeholders.

The AGM provides an opportunity for shareholders to raise questionswith the chairman and the board.The chairmen of the audit andremuneration committees normallyattend the meeting and are available to answer questions.As at the 2001 AGM, there will be a presentation by the chiefexecutive at the 2002 meeting.

In addition to the stakeholder reviewand the company website, telephonehelplines are used to provide additionalsupport to communicate matters ofparticular relevance to shareholders.

Whitbread shareholders are also being given the opportunity to register to receive future shareholdercommunications electronically viaLloydsTSB Registrar’s website(www.shareview.co.uk). Further detailsof this service are given in thechairman’s letter attached to theNotice of Meeting.

DIRECTORS’REPORT – SOCIAL RESPONSIBILITY

SOCIAL RESPONSIBILITY

The company is aware of the recentlypublished ABI guidelines on socialresponsibility and is considering howto apply them in the context of theWhitbread businesses.

HEALTH & SAFETYThe company supports the Health &Safety Commission’s revitalising Health& Safety Strategy and has revised itsHealth & Safety Policy to reflect theboard’s responsibilities in this area.The company is aware of the Health & Safety Commission’s guidance on disclosure on health and safety andis developing its reporting systemsaccordingly in this area.

– Health and safety is now a regularagenda item at board, GroupExecutive and divisional boardmeetings.

– The chief executive is the directorwith overall responsibility for healthand safety.

– Each division has appointed a safety and security manager withresponsibility for developing strategyand championing health, safety and security.

– The group risk manager is responsiblefor facilitating the establishmentof an integrated risk managementstrategy and championing thisthroughout the group.

– A cross-divisional risk managementgroup has been established to sharebest practice and develop commonpolicies and procedures.

Corporate governance best practicerequires the company to regularlyreview its major risks, and, in addition,each division has risk assessmentprocedures, inspections and controlmeasures in place, which are regularlyreviewed.

Each division has developed a health and safety management plansetting out its goals and the strategyfor achieving them. In the course of the coming year a programme will be put in place to monitor theactivity of the divisions, standardisethe reporting structure and ensurethat current and emerging legalrequirements are identified, prioritisedand communicated throughout thecompany.

More formal and extensive health and safety and food safety auditprogrammes have been established.These audits are undertaken by anexternal organisation that reports oncompliance with legal requirementsand company standards.

Quarterly performance reports,which include comparative accidentstatistics, are prepared for the boardand Group Executive.

ENVIRONMENT Whitbread believes it is both a coreresponsibility and sound businesspractice to reduce the disruptive effectthe company has on the environmentin which its employees and customerslive and work.

Good environmental managementnot only reduces wastage and savesmoney; it also helps control risks which the business may face now or in the future.

The chief executive is responsible to theboard for setting and implementingenvironmental policy throughoutthe group. In each of the divisions,environmental management andperformance is the responsibility of a nominated director who ensurescompliance with the overall grouppolicy and with the division’senvironmental plans.

The divisions review their performanceannually and set action plans forcontinuous improvement over thecoming year.

The connection between goodenvironmental management andgood business practice is perhapsmost clear in the area of energy use.A shift from electricity to gas and the rapid adoption of combined heatand power generation across suitablysized operating units has contributedsignificantly to savings and will reapfurther rewards in coming years.

Water efficiency is another area where the company has been directingits attention. Hotels, restaurants andleisure clubs are all potentially bigusers of water. However, the total usedis largely in the control of customers,and there is much that can be done toprovide hotel guests and club memberswith the means of helping reduceconsumption without affecting theirenjoyment of services and facilities.

The third area of focus has beenlogistics and the consumption of dieselby our fleet of food distribution lorries.Savings have been made here,not only by specifying more efficientvehicles, but also by improving theirroute planning.

Green Globe was established inresponse to the 1992 Earth Summit inRio which called for development of thetravel and tourism industry to be madesustainable. Eleven Marriott hotels arenow certified under the Green Globescheme of independent assessmentand audit to have reached the scheme’sstandard of environmentally andsocially sustainable performance. Thestandards set by the scheme becomemore stringent each year, ensuring thatour hotels stay on a path of continuousenvironmental improvement.

The full Whitbread environmentalreport can be found on the Whitbreadwebsite (www.whitbread.co.uk).

Whitbread PLC 16/17

DIRECTORS’REPORT – SOCIAL RESPONSIBILITY

CORPORATE CITIZENSHIPWhitbread has been actively involvedin the community for over 25 years.During that time an extensive range of leading and award-winningprogrammes have been initiated or supported, particularly in thevolunteering and education sectors.

Whitbread’s community investmentprogramme is the responsibility of the community investment policycommittee, chaired by the chiefexecutive. Committee members arethe group HR director, corporate affairsdirector, and community investmentdirector, and senior representativesfrom Whitbread Hotels, David LloydLeisure and Whitbread Restaurants.

During the year under reviewWhitbread’s contribution tocommunity investment was about£2.1 million, made up of direct cashcontributions, donated employee time and money raised, and donatedfurniture and equipment through the company’s highly successful CAREprogramme (Community Action byRecycling Equipment). Through theCARE programme some 50 charitiesbenefited during the year fromequipment, furnishings and furnitureno longer needed in Whitbreadbusinesses.

Whitbread continued to give strongsupport to volunteering and educationinitiatives throughout the year. Theprogramme included the following:

The Whitbread Volunteer ActionAwards are a celebration of theachievements of volunteersthroughout the UK. The awards wereset up by Whitbread some 18 yearsago, developed into a partnership with government and the voluntarysector, and in 2001, the responsibilityfor administration of the awards wastaken up by the National Centre forVolunteering. Over 900 nominationswere received in 2001 for 21 regionaland special category awards.

Whitbread Awards for Volunteer Effort were introduced in 1995 todemonstrate the company’s supportfor the tremendous volunteering workcarried out by Whitbread people.Anyone working for Whitbread canapply for an award of up to £200 everyyear to give to the charity they alreadysupport themselves.

In 2001 Whitbread was named a ‘payroll giving champion’ by thecharity, Sharing the Caring, for the £470,781 raised by Whitbreadpeople through payroll giving across its businesses.

FUTURE PROGRAMMEOver the last 12 months Whitbread has refocused its communityinvestment programme. The aim is to concentrate resources and work closely with a limited number of strategic partners and to make a significant difference in the chosenarea of operation, while achievingspecific and measurable businessbenefits. The umbrella theme for thenew programme is ‘helping youngpeople achieve their potential’.

Under the new programme, Whitbreadbrands will play a more direct role indeciding their strategic communityinvestment partners and theprogrammes they support. These willbe ones which fit well with brand andcompany objectives and values, andwhere, in turn, the brand can contributeclear, added value to communityprogrammes.

DIRECTORS’REPORT – REMUNERATION REPORT

REMUNERATION REPORT

The company’s remuneration policy is designed to enable the company to attract, retain, and motivateexecutives who have the skills,expertise and enthusiasm to drive thebusiness forward and to reward themin line with both their personalcontribution and the company’s overallsuccess. It is a further element of thecompany’s policy to ensure that thelevels of reward are in line with thoseoffered by the company’s comparatorgroup of companies.

Key points of note are:– There have been no significant

changes to the company’sremuneration policy during 2001/02;

– The total remuneration for thedirectors in 2001/02 was £2,474,069,which was £489,543 less than in2000/01;

– The chairman, the executivedirectors and members of the GroupExecutive have agreed to defer thedate of their 2002 annual pay reviewby six months, until October.

– The board has taken the decisionthat shareholders should be giventhe opportunity to receive thisdetailed Remuneration Report atthe Annual General Meeting.

This report has been drawn up inaccordance with Schedule B of theCombined Code and has beenapproved by both the RemunerationCommittee and the board.The Remuneration Committee’smembership and terms of referenceare set out in the Directors’ Reporton page 14.

The Remuneration Committee takesspecialist advice from independentconsultants Towers Perrin on the level and structure of executiveremuneration both generally in relation to the UK market andspecifically in relation to thecomparator group companies.

Towers Perrin use data from a comparator group with similarcharacteristics to Whitbread todetermine competitive base salarylevels and to measure the company’srelative Total Shareholder Return.

To ensure that individual levels ofreward are in line with the company’sachievements and the interests ofshareholders, significant elements of executive reward are directly linked to the performance of the company in the short, medium and long term.The components of executive reward are therefore salary, annualincentive payments linked to profitimprovement and the achievementof specific business objectives, shareoption schemes linked to the growthof earnings per share over the mediumterm and a long-term incentive planlinked to improved Total ShareholderReturn. Executives also receive certaintaxable non-pay benefits andparticipate in the company’s pensionarrangements.

The following comprise thecomponents of remuneration ofexecutive directors and seniorexecutives:

SALARYThe Remuneration Committee reviewsexecutive directors’salaries each year.In doing so it takes into account marketmovement in the salaries for equivalentpositions in the comparator group, thelevel of salary awards to the company’sUK employees as a whole and theperformance of individual executives.

In the light of the effects of September 11 on the hotels business,the chairman, executive directors andother members of the Group Executivehave elected to defer their 2002 salaryreview for a period of six months.

ANNUAL PERFORMANCE-RELATEDPAYMENTSThe executive directors are eligible toreceive an annual bonus based on theachievement of agreed profit targetsand personal objectives.

The profit-related bonus payments arebased on company profit achievementfor executive directors with group-wide responsibility and on acombination of group and divisionalachievement for divisional managingdirectors. The scheme also provides the opportunity to differentiate andreward truly exceptional performancewhere profit targets are exceeded.

Payments related to the achievementof personal objectives are based onbalanced scorecard objectives, such as increasing sales, reducing operatingcosts, the development of our peopleand maximising customer satisfaction,and/or individual objectives wherethese are over and above normal day-to-day job responsibilities.

In the year under review the annualincentive arrangements provided for a payment of up to 60% of salary for the achievement of stretch profittargets and up to a further 20% for theachievement of personal objectives.In total, these arrangements providefor a maximum payment of 80% of salary. The actual awards are shownin the table on page 21.

The Remuneration Committeeapproved the targets that were setat the beginning of the financial year and have approved the actualbonuses paid.

Whitbread PLC 18/19


EXECUTIVE SHARE OPTION SCHEMESExecutive directors and seniormanagers are granted options overshares in the company under twoexecutive share option schemes, one of which has been approved by theInland Revenue. The share optionscheme is designed to incentiviseexecutives to achieve genuine stretchperformance targets.

Under the scheme a fixed number ofoptions are granted to directors andsenior managers annually in line withmarket practice. Executive options are granted at the average market priceon the five dealing days preceding the date of grant.

Executives may not normally exerciseoptions earlier than three years normore than ten years after the grant.Options granted since 1995 areperformance-related. The committeehas specified that options granted sinceJune 2000 may only be exercised if thegrowth in the company’s adjustedearnings per share (‘EPS’) has exceededthe Retail Prices Index by more than 4% a year measured over any threeconsecutive years out of the ten yearperformance period. In October 2001the Remuneration Committee reviewedthe performance criteria, the level of grant and the method of retesting for the executive share option schemes and decided that no changes should bemade to the current arrangements butthat these would remain under review.

Executive directors may alsoparticipate in the company’s sharesavescheme and share ownership scheme,which are open to all employees onthe same terms.

The last year of operation for the shareownership scheme will be 2001/02.Further details of these schemes aregiven on page 13.

LONG TERM INCENTIVE PLAN (‘THE PLAN’)Participation in the Plan is available to executive directors and othernominated senior executives.

The Plan aligns the long-term interestsof participants with those of thecompany and its shareholders and is designed to deliver superiorperformance from participants and to improve shareholder value.

The Plan rewards executives with sharesrather than cash benefits. Awards arebased on three-year performance periodsand are calculated by taking half of theexecutive’s salary at the start of theperiod and dividing it by the Whitbreadshare price averaged over the fivebusiness days preceding the start of theperformance period. The measure ofperformance is Total ShareholderReturn (‘TSR’) which is the differencebetween the share price at the start ofthe performance period and that at theend of the period plus the dividendspaid during the three years of the Plan.

Awards vest in part or in full where thecompany achieves or exceeds theperformance of the median comparatorgroup company.

For LTIP awards made prior to 2000,TSR performance was measured againstthe FTSE100 group of companies. Theperformance of the LTIP award made in 1999, and for which the performanceperiod ended on 28 February 2002,measured against the FTSE100 reachedthe 68th percentile, which meant thatno shares were allocated to participantsunder the Plan in respect of that period.

TAXABLE BENEFITS The taxable benefits provided toexecutive directors are health care, afully expensed company car, discounton company products and a monthlyallocation of Leisure Vouchers (the lattertwo are available to all employees).Further details of taxable benefits aregiven on page 21.

EXECUTIVE DIRECTORS’ PENSIONSCHEMESThe executive directors are entitled toa pension from the Whitbread GroupPension Fund, which is a definedbenefit pension scheme.

On retirement from service at the normalpension age of 60 with at least 20 years’service, the directors will receive anannual pension of two-thirds of their last12 months’basic salary, subject to InlandRevenue limits. As a result of his earningsbeing restricted by the earnings cap,Alan Parker is also a member of theWhitbread Unapproved Pension Scheme,an unfunded, unapproved pensionscheme. His total pension from theWhitbread Group Pension Fund and theWhitbread Unapproved Pension Schemecombined on retirement at age 60 willbe two-thirds of his last 12 months’basicsalary. A director retiring early betweenthe ages of 50 and 60 may, withcompany consent, draw his accruedpension without any actuarial reduction.

In the event of death in service beforenormal pension age a lump sumbenefit of four times basic salary ispaid, together with a spouse’s andchildren’s pensions.

On death after retirement, thedirector’s spouse will receive a pensionequal to 60% of the director’s pension.In addition, if death occurs within5 years after retirement, a lump sumequal to the unpaid balance of 5 years’pension will be payable.

All pensions are increased annually in line with the Retail Prices Index upto a maximum of 5%.

Executive directors do not contribute to the above pension schemes.

None of the executive directors areaccruing benefits under any othercompany-sponsored pensionarrangements. No elements ofexecutive directors’ pay packages arepensionable other than basic salary.

Non-executive directors are notentitled to participate in any of thesepension arrangements.


PENSION ENTITLEMENTSThe pension entitlements of the executive directors at 2 March 2002 were:

Increase in Increase inaccrued Accrued accrued Accrued

entitlement entitlement entitlement entitlementYears of 2001/02 at 2/3/02 Years of 2001/02 at 2/3/02

Age service £pa £pa Age service £pa £pa

Stewart Miller 49 21 13,234 114,561 Bill Shannon 52 27 11,103 165,236Alan Parker 55 9 13,906 82,489 David Thomas 58 17 26,989 298,809David Richardson 50 19 40,386 135,295

In addition to the above benefit, Alan Parker has an entitlement in respect of a transfer value received from a previousemployer’s pension scheme. The accrued entitlement at 2/3/02 was £40,833 per annum (£37,989 per annum at 3/3/01).

A pension of £11,461 (2000/01 – £10,340) was paid to a former director in excess of his accrued pension entitlement.

As disclosed in last year’s Report and Accounts, Alan Perelman retired on 30 April 2001 and received approximately£370,500 after tax [gross £617,514] as compensation for the premature termination of his employment. His pensionentitlement included an unfunded, unapproved pension arrangement. His total pension entitlement will be equivalentto £155,875 per annum, of which £49,500 per annum will be provided through the Whitbread Group Pension Fund. Thebalance was provided to Mr Perelman in the form of a lump sum of approximately £1,786,400 after tax [gross £2,994,000]calculated in accordance with the terms of the service agreement entered into when he joined the group in 1989.

SHAREHOLDING GUIDELINESThe company believes that executive shareholding is an important tool in aligning the interests of executives andshareholders. Shareholding guidelines have therefore been developed to ensure that main board directors and membersof the Group Executive build up a specified level of personal shareholding.

FEES FROM EXTERNAL DIRECTORSHIPS Subject to the board’s approval, executive directors may accept non-executive directorships and other relevantappointments outside the company, provided this would not adversely affect their ability to perform their Whitbread duties.Executive directors may retain up to half the fees received from external appointments. The balance is donated to charity.

DIRECTORS’ SERVICE CONTRACTSDirectors’ service contracts for current executive directors include a two years’ notice period. In the event thatemployment with the company is terminated without notice, the contracts provide for payment of a specific sum for breach of contract, which is less than the full two-year payment. This sum comprises one and a half times each of annual salary, estimated bonus, car benefit and the cost of private medical insurance, together with the costof 18 months’ life assurance. In addition, pension entitlement is enhanced by crediting 18 months’ additional service.

Following a further review of directors’ service agreements, the Remuneration Committee agreed that in the future newappointments to the board from within the company should be made on the basis of a service agreement with oneyear’s notice. Greater flexibility would be applied to appointments to the board from outside the company with thepotential to award an initial 18 month notice period which would reduce to one year’s notice.

NON-EXECUTIVE DIRECTORSNone of the non-executive directors has a service contract, with the exception of Sir John Banham, who has entered into aletter of agreement with the company setting out the terms of his appointment as non-executive chairman of Whitbread.The appointment was for an initial period of two years which commenced on 21 June 2000 and has been terminable on one year’s notice by either Whitbread or Sir John Banham since 21 June 2001.

Whitbread PLC 20/21


REMUNERATION FOR THE YEAR TO 2 MARCH 2002

DIRECTORS’ PAY The table below shows a breakdown of the value of the various elements of pay received by the directors for the period 4 March 2001 to 2 March 2002, except as otherwise indicated.

PerformanceBasic Taxable related Total excluding pensions

salary benefits payments 2001/02 2000/01£ £ £ £ £

ChairmanSir John Banham 180,000 12,442 – 192,442 146,187(1)

Executive directorsStewart Miller 260,427 11,657 42,002 314,086 389,798Alan Parker 260,427 15,721 52,502 328,650 312,656Alan Perelman 65,552(1) 3,000 68,552 428,180David Richardson 300,552 13,497 48,000 362,049 305,271Bill Shannon 316,482 16,609 89,754 422,845 394,777David Thomas 517,702 16,420 93,154 627,276 660,387

Non-executive directorsCharles Gurassa 30,000 – – 30,000 16,165(1)

Prue Leith 27,000 – – 27,000 27,000Lord MacLaurin 1,419(1) 1,419 27,000John Padovan(2) 30,000 30,000 27,000David Turner 27,000 27,000 4,500(1)

Sam Whitbread 15,750(1) 15,750 27,000Lord Williamson 27,000 27,000 27,000

Total emoluments for the period were £2,474,069. The total for 2000/01 was £2,963,612.

(1) Fees/salary paid for part year.(2) In addition to these fees, Mr Padovan received £11,375 as chairman of Whitbread Pension Trustees Limited.

DIRECTORS’ INTERESTS IN SHARES OF WHITBREAD PLC

DIRECTORS’ SHARE INTERESTSThe interests of directors in the ordinary shares of 50 pence each in the company are shown below. All holdings arebeneficial and include shares held in trust under the Whitbread Share Ownership Scheme:

Held at Held at Held at Held at Held at Held atName 2/3/02 3/3/01(1) 3/3/01 Name 2/3/02 3/3/01(1) 3/3/01

Sir John Banham 28,500 28,500 47,500 John Padovan 3,000 3,000 5,000David Thomas 60,026 55,375 92,292 David Turner 2,000 – –David Richardson 14,110 12,502 20,837 Charles Gurassa 2,798 2,798 4,664Stewart Miller 31,370 12,513 20,856 Prue Leith 3,706 3,706 6,178Bill Shannon 25,223 23,625 39,376 Lord Williamson 900 900 1,500Alan Parker 11,949 8,405 14,009

(1)Following the demerger of the Pubs & Bars division on 10 May the shares were consolidated on a 3 for 5 basis.This column shows shares held at 3/3/01 recalculated on the consolidated basis.


SHARE OPTIONSThe directors held the following share options under the executive share option schemes and the sharesave scheme.The earliest date on which any of the executive options could have been exercised was December 1995, with the latestdate being June 2011. Sharesave options have a six-month exercise period.

David Thomas Number Date of grant Exercise price Exercise date Last exercise date

Executive share option 21,800 18 December 1992 456.8p December 1995 December 2002schemes 37,500 29 June 1993 498.8p June 1996 June 2003

13,800 20 June 1994 537.6p June 1997 June 200413,400 7 June 1995 594.2p June 1998 June 200515,000 8 July 1996 727.8p July 1999 July 200664,200 6 June 1997 778.5p June 2000 June 200749,000 5 June 1998 1027.0p June 2001 June 20085,000 16 June 1999 1101.0p June 2002 June 2009

80,000 8 June 2000 542.4p June 2003 June 201080,000 26 July 2001 661.4p July 2004 July 2011

Savings related share optionscheme 2,345 4 December 2000 413.0p February 2004 July 2004

Total number of options 382,045

David Richardson Number Date of grant Exercise price Exercise date Last exercise date

Executive share option 2,900 18 December 1992 456.8p December 1995 December 2002schemes 19,900 29 June 1993 498.8p June 1996 June 2003

40,300 20 June 1994 537.6p June 1997 June 20048,400 7 June 1995 594.2p June 1998 June 2005

21,300 8 July 1996 727.8p July 1999 July 200619,700 6 June 1997 778.5p June 2000 June 200710,900 5 June 1998 1027.0p June 2001 June 20082,200 16 June 1999 1101.0p June 2002 June 2009


Savings related share option 2,451 4 December 2000 413.0p February 2006 July 2006scheme 881 4 December 2001 431.0p February 2005 July 2005


Stewart Miller Number Date of grant Exercise price Exercise date Last exercise date

Executive share option 1,700 7 June 1995 594.2p June 1998 June 2005schemes 51,900 8 July 1996 727.8p July 1999 July 2006

16,300 6 June 1997 778.5p June 2000 June 20075,400 5 June 1998 1027.0p June 2001 June 20081,600 16 June 1999 1101.0p June 2002 June 2009


Savings related share option 482 9 December 1998 584.2p February 2002 July 2002scheme 1,080 8 December 1997 638.6p February 2003 July 2003

1,350 29 November 1999 549.7p February 2005 July 2005614 4 December 2001 431.0p February 2007 July 2007


Whitbread PLC 22/23


Alan Parker Number Date of grant Exercise price Exercise date Last exercise date

Executive share option 61,300 19 June 1996 739.2p July 1999 July 2006schemes 5,000 6 June 1997 778.5p June 2000 June 2007

25,300 5 June 1998 1027.0p June 2001 June 20084,600 16 June 1999 1101.0p June 2002 June 2009


Savings related share optionscheme 3,839 4 December 2001 431.0p February 2007 July 2007


Bill Shannon Number Date of grant Exercise price Exercise date Last exercise date

Executive share option 30,200 7 June 1995 594.2p June 1998 June 2005schemes 27,200 8 July 1996 727.8p July 1999 July 2006

40,800 6 June 1997 778.5p June 2000 June 200733,500 5 June 1998 1027.0p June 2001 June 20088,500 16 June 1999 1101.0p June 2002 June 2009

50,000 8 June 2000 542.4p June 2003 June 201050,000 26 July 2001 661.4p July 2004 June 2011

Savings related share option 1,296 8 December 1997 638.6p February 2003 July 2003scheme 352 29 November 1999 549.7p February 2004 July 2004

408 4 December 2000 413.0p February 2006 July 2006484 4 December 2001 431.0p February 2005 July 2005


LONG TERM INCENTIVE PLAN Award Award date Performance period Last exercise date

Stewart Miller 19,654 01/03/00 01/03/00 to 28/02/03 01/03/0719,700 01/03/01 01/03/01 to 28/02/04 01/03/08

David Thomas 47,067 01/03/00 01/03/00 to 28/02/03 01/03/0739,402 01/03/01 01/03/01 to 28/02/04 01/03/08

David Richardson 20,245 01/03/00 01/03/00 to 28/02/03 01/03/0723,641 01/03/01 01/03/01 to 28/02/04 01/03/08

Bill Shannon 29,481 01/03/00 01/03/00 to 28/02/03 01/03/0724,232 01/03/01 01/03/01 to 28/02/04 01/03/08

Alan Parker 19,738 01/03/00 01/03/00 to 28/02/03 01/03/0719,700 01/03/01 01/03/01 to 28/02/04 01/03/08


EXERCISES OF OPTIONSDavid Thomas exercised 28,800 options under the executive share option scheme on 22 November 2001 at 416.20 penceper share and sold 28,800 shares at 562 pence per share on that day. The options were granted on 20 December 1991.The gain made was £37,495.

Stewart Miller exercised 6,800 options under the executive share option scheme on 5 June 2001 at 537.6 pence per share;the mid-market price on that day was 674 pence. The options were granted on 20 June 1994. He retained the shares buthad he sold the shares on exercise he would have made a gain of £3,710.

David Richardson exercised 1,181 options under the savings related share option scheme on 1 February 2002 at 584.2 pence per share; the mid-market price on that day was 600 pence, the notional gain being £186. The options were granted on 9 December 1996.

A former director of the company, Alan Perelman, exercised 77,000 options under the executive share option scheme on 25 June 2001 as follows: 9,600 shares at 537.6 pence per share and 67,400 shares at 594.2 pence per share. He made a gain of £73,810 on the sale of the shares at 683 pence per share.

NOTESThe company funds an employee share ownership plan trust (‘ESOP’) to enable it to acquire and hold shares for the LTIPand executive share option schemes. The ESOP currently holds 1,415,307 shares; the executive directors each have atechnical interest in these shares. All dividends payable on shares in the ESOP are waived by the Trustees.

During the period 2 March 2002 to 30 April 2002 no director has exercised his option to call for the transfer of his sharesout of the plan.

The mid-market price of Whitbread ordinary shares on the last business day before 2 March 2002 was 633 pence (2 March2001 – 628 pence). The highest and lowest price paid between those dates was 687 pence and 455 pence respectively.

CHANGES SINCE 2 MARCH 2002As a result of the reinvestment of income arising from a personal equity plan David Thomas acquired 15 shares,David Richardson acquired 6 shares and Stewart Miller acquired 2 shares.

There have been no other changes in directors’ interests in ordinary shares since 2 March 2002.

No director had an interest at any time during the year in the secured or unsecured loan stock or the loan notes of thecompany, or in the shares or loan stock of any subsidiary company.

By order of the board Registered officeS C Barratt, Company Secretary CityPoint

One Ropemaker Street30 April 2002 London

EC2Y 9HXRegistered in EnglandNo. 4120344

Whitbread PLC 24/25

STATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENT AUDITORS’REPORT TO THE MEMBERS OF WHITBREAD PLC

STATEMENT OF DIRECTORS’RESPONSIBILITIES

The following statement, which should be read in conjunction with the auditors’ statement of theirresponsibilities below, is made with aview to distinguishing for shareholdersthe respective responsibilities of the directors and of the auditors inrelation to the financial statements.

The directors are required by theCompanies Act 1985 to preparefinancial statements for each financialyear which give a true and fair view ofthe state of affairs of the company andthe group as at the end of the financialyear and of the profit or loss for thefinancial year.

The directors consider that in preparingthe financial statements on pages 28 to 56, the group has used appropriateaccounting policies, consistently appliedand supported by reasonable andprudent judgements and estimates,and that all applicable AccountingStandards have been followed.

The directors have responsibility forensuring that the group keepsaccounting records which disclosewith reasonable accuracy the financialposition of the group and whichenable them to ensure that thefinancial statements comply with the Companies Act 1985.

The directors have generalresponsibility for taking such steps as are reasonably open to them tosafeguard the assets of the group and to prevent and detect fraud andother irregularities.

INDEPENDENT AUDITORS’ REPORT TOTHE MEMBERS OF WHITBREAD PLC

We have audited the group’s financialstatements for the year ended 2 March2002 which comprise the Group Profitand Loss Account, Group Statementof Total Recognised Gains and Losses,Group Note of Historical Cost Profitsand Losses, Group Balance Sheet,Group Cash Flow Statement, Parent

Company Balance Sheet, and therelated notes 1 to 38. These financialstatements have been prepared on the basis of the accounting policiesset out on pages 26 and 27.

RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORSThe directors’ responsibilities forpreparing the Annual Report and thefinancial statements in accordancewith applicable United Kingdom lawand accounting standards are setout in the Statement of Directors’Responsibilities.

Our responsibility is to audit thefinancial statements in accordance with relevant legal and regulatoryrequirements, United Kingdom AuditingStandards and the Listing Rules of theFinancial Services Authority.

We report to you our opinion as towhether the financial statements givea true and fair view and are properlyprepared in accordance with theCompanies Act 1985. We also reportto you if, in our opinion, the Directors’Report is not consistent with thefinancial statements, if the companyhas not kept proper accountingrecords, if we have not received all theinformation and explanations werequire for our audit, or if informationspecified by law or the Listing Rulesregarding directors’ remuneration and transactions with the group is not disclosed.

We review whether the CorporateGovernance Statement reflects thecompany’s compliance with the sevenprovisions of the Combined Codespecified for our review by the ListingRules, and we report if it does not. Weare not required to consider whether theboard’s statements on internal controlcover all risks and controls, or form anopinion on the effectiveness of thegroup’s corporate governance proceduresor its risk and control procedures.

We read other information containedin the Annual Report and considerwhether it is consistent with theaudited financial statements. This

other information comprises theChairman’s Statement, Operating andFinancial Review and Directors’ Report.We consider the implications for ourreport if we become aware of anyapparent misstatements or materialinconsistencies with the financialstatements. Our responsibilities do not extend to any other information.

BASIS OF AUDIT OPINIONWe conducted our audit in accordancewith United Kingdom AuditingStandards issued by the AuditingPractices Board. An audit includesexamination, on a test basis, ofevidence relevant to the amounts anddisclosures in the financial statements.It also includes an assessment of thesignificant estimates and judgementsmade by the directors in thepreparation of the financialstatements, and of whether theaccounting policies are appropriate tothe group’s circumstances, consistentlyapplied and adequately disclosed.

We planned and performed our auditso as to obtain all the information and explanations which we considerednecessary in order to provide us withsufficient evidence to give reasonableassurance that the financialstatements are free from materialmisstatement, whether caused byfraud or other irregularity or error.In forming our opinion we alsoevaluated the overall adequacy of the presentation of information in the financial statements.

OPINIONIn our opinion the financial statementsgive a true and fair view of the state of affairs of the company and of thegroup as at 2 March 2002 and of the result of the group for the yearthen ended and have been properlyprepared in accordance with theCompanies Act 1985.

Ernst & Young LLPRegistered AuditorLondon

30 April 2002

ACCOUNTING POLICIES

A ACCOUNTING CONVENTIONThe accounts are prepared under thehistorical cost convention, as modifiedby the revaluation of property,and in accordance with applicableAccounting Standards.

B BASIS OF CONSOLIDATIONThe consolidated accounts incorporatethe accounts of the company and allgroup undertakings, together withthe group’s share of the net assets andresults of joint ventures and associates.These are adjusted, where appropriate,to conform to group accountingpolicies. The acquisition of WhitbreadGroup PLC by Whitbread PLC hasbeen accounted for using mergeraccounting (see note 1). All otheracquisitions are accounted for underthe acquisition method and anygoodwill arising is capitalised as anintangible fixed asset. On disposalof a business, the profit or loss ondisposal is calculated after includingany goodwill previously written offdirect to reserves in respect of thatbusiness. The results of companiesacquired or disposed of are includedin the profit and loss account fromor up to the date that control passesrespectively. As a consolidated profitand loss account is published, aseparate profit and loss accountof the parent company is omittedfrom the group accounts by virtueof the exemption granted by section230 of the Companies Act 1985.

C INTANGIBLE FIXED ASSETSGoodwill arising on acquisitions is capitalised. It is amortised, on astraight line basis, over its estimateduseful economic life up to a maximumof 20 years. Goodwill written offagainst reserves in previous yearshas not been reinstated.

D TANGIBLE FIXED ASSETSPrior to the adoption of FRS 15 in the1999/2000 financial year, propertieswere regularly revalued on a cyclicalbasis. Since the adoption of FRS 15, thegroup policy has been not to revalue itsproperties. Consequently the transitionalprovisions of FRS 15 have been appliedand, while previous valuations havebeen retained, they have not beenupdated. Details of the last revaluationsare given in note 15. Other fixed assetsare stated at cost. Gross interest costsincurred on the financing of majorprojects are capitalised until the timethat they are available for use.

Depreciable fixed assets are written off on a straight line basis over theirestimated useful lives, as follows:– Freehold land is not depreciated.– Freehold buildings are depreciated to

their estimated residual values overperiods up to 50 years.

– Leasehold properties are depreciatedto their estimated residual valuesover the shortest of 50 years, theirestimated useful lives and theirremaining lease periods.

– Manufacturing, logistics andadministration furniture, fixtures and equipment are depreciated over 3 to 30 years.

– Retail furniture, fixtures andequipment are depreciated over 4 to 25 years.

– Vehicles are depreciated over 4 to10 years.

– Manufacturing plant and vesselsare depreciated over 5 to 30 years.

The carrying values of tangible fixedassets are reviewed for impairmentif events or changes in circumstancesindicate that the carrying value maynot be recoverable. Any impairmentin the value of fixed assets belowdepreciated historical cost is chargedto the profit and loss account. Profitsand losses on disposal of fixed assetsreflect the difference between netselling price and net book value at thedate of disposal.

E STOCKSStocks are stated at the lower of costand net realisable value. The cost offinished goods includes appropriateoverheads. Cost is calculated on the basis of first in, first out and netrealisable value is the estimated selling price less any costs of disposal.

F FOREIGN EXCHANGEAssets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchangequoted at the balance sheet date.Trading results are translated intosterling at average rates of exchangefor the year. Day to day transactionsare recorded in sterling at the ratesruling on the date of thosetransactions. Currency gains andlosses arising from the retranslation of the opening net assets of overseasoperations, less those arising fromrelated currency borrowings to theextent that they are matched, arerecorded as a movement on reserves,net of tax. The differences which arise from translating the results ofoverseas businesses at average rates of exchange, and their assets andliabilities at closing rates, are also dealtwith in reserves. All other currencygains and losses are dealt with in theprofit and loss account.

Whitbread PLC 26/27

ACCOUNTING POLICIES

G FINANCIAL INSTRUMENTS Derivative financial instruments are used by the group for themanagement of foreign currency and interest rate exposures. Amountspayable or receivable in respectof interest rate swap and interest ratecap agreements are recognised asadjustments to the interest expenseover the period of the contracts. Gainsor losses on foreign currency forwardand option contracts are recognised in the profit and loss account whenthe hedged transaction occurs. In thebalance sheet, payments made tosecure a hedge are included with thehedged item to which they relate.

Option premiums paid are recognisedin the profit and loss account over thelife of the contract. Premiums anddiscounts arising on financial liabilitiesare amortised over the remaining lifeof the instrument concerned.

H TURNOVERTurnover is the value of goods andservices sold to third parties as partof the group’s trading activities,after deducting discounts and sales-based taxes.

I RESEARCH AND DEVELOPMENTResearch and developmentexpenditure is charged againstoperating profit in the year in whichit is incurred.

J LEASESRental payments in respect ofoperating leases are charged againstoperating profit on a straight line basis over the period of the lease. Leaseincentives are charged to operatingprofit on a straight line basis over theperiod to the review date on which therent is first expected to be adjusted tothe prevailing market rate.

K PENSION FUNDINGPension costs are charged to the profitand loss account over the averageexpected service life of currentemployees. Actuarial surpluses areamortised over the expectedremaining service lives of currentemployees, using the percentageof pensionable salaries method.Differences between the amountcharged in the profit and loss account and payments made to theschemes are treated as assets orliabilities in the balance sheet.

L TAXATIONDeferred taxation is recognised inrespect of all timing differences thathave originated but not been reversedby the balance sheet date. Deferredtaxation is not recognised when anasset is sold if it is more likely than notthat the taxable gain will be rolledover. Deferred taxation assets arerecognised to the extent that they areregarded as recoverable. Provisions fordeferred taxation are not discounted.Deferred tax assets and liabilities arecalculated using the tax rates thathave been enacted or substantivelyenacted by the balance sheet date.

M COMPARATIVE AMOUNTSComparative amounts are restatedwhere necessary to conform to currentpresentation.

GROUP PROFIT AND LOSS ACCOUNTYEAR ENDED 2 MARCH 2002

2001/02 2000/01 (restated) . .

Before Exceptional Before Exceptional exceptional items exceptional items

items (note 5) Total items (note 5) TotalNotes £m £m £m £m £m £m

TurnoverGroup and share of joint ventures 2,171.6 – 2,171.6 3,095.2 – 3,095.2 Less share of joint ventures’ turnover (157.3) – (157.3) (500.6) – (500.6)

Continuing operations 1,888.4 – 1,888.4 1,916.9 – 1,916.9Discontinued operations 125.9 – 125.9 677.7 – 677.7

Group turnover 3 2,014.3 – 2,014.3 2,594.6 – 2,594.6 Net operating expenses 4 (1,763.4) (174.5) (1,937.9) (2,190.6) (2.2) (2,192.8)

Group operating profit 4 250.9 (174.5) 76.4 404.0 (2.2) 401.8 Share of operating profit in:

Joint ventures 12.2 – 12.2 10.0 (0.9) 9.1 Associates 16.9 – 16.9 13.8 – 13.8

Continuing operations 249.5 (174.5) 75.0 250.8 (3.1) 247.7 Discontinued operations 30.5 – 30.5 177.0 – 177.0

Operating profit of the group, joint venturesand associates 3 280.0 (174.5) 105.5 427.8 (3.1) 424.7 Non-operating items – continuing operationsNet profit/(loss) on disposal of fixed assets

Group excluding joint ventures and associates – (2.0) (2.0) – (5.0) (5.0)Joint ventures – – – – 0.2 0.2 Associates – (0.2) (0.2) – 0.5 0.5

Net loss on the disposal of businesses 31 – (3.9) (3.9) – (8.8) (8.8)Fundamental restructuring costs – (25.0) (25.0) – (26.0) (26.0)

Profit before interest 280.0 (205.6) 74.4 427.8 (42.2) 385.6 Interest 9 (66.6) (0.8) (67.4) (93.4) (0.3) (93.7)

Profit before taxation 213.4 (206.4) 7.0 334.4 (42.5) 291.9 Taxation 10 (63.5) 4.1 (59.4) (106.4) (1.4) (107.8)

Profit/(loss) after taxation 149.9 (202.3) (52.4) 228.0 (43.9) 184.1 Non-equity minority interests (0.2) – (0.2) (0.1) – (0.1)

Profit/(loss) earned for ordinary shareholders 11 149.7 (202.3) (52.6) 227.9 (43.9) 184.0 Ordinary dividends 12 (52.6) – (52.6) (153.1) – (153.1)

Retained profit/(loss) for the year 27 97.1 (202.3) (105.2) 74.8 (43.9) 30.9

Earnings per share (pence) 13Basic (15.91) 37.18 Adjusted basic 47.85 47.79Diluted (15.91) 37.16 Adjusted diluted 47.68 47.76

Whitbread PLC 28/29

GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSESYEAR ENDED 2 MARCH 2002

2000/012001/02 (restated)

£m £m

Profit/(loss) earned for ordinary shareholdersGroup excluding joint ventures and associates (71.0) 170.0 Joint ventures 7.4 5.0 Associates 11.0 9.0

Group including joint ventures and associates (52.6) 184.0 Currency translation differences on net foreign investment (1.5) 1.5

(54.1) 185.5 Prior year adjustment arising from the implementation of FRS 19 (158.0) –

Total gains and losses recognised since previous year end (212.1) 185.5

NoteThe surplus over net assets of £477.3m recorded on the demerger of Pubs & Bars has been reported in reserves (note 27)and shareholders’ funds (note 28).

GROUP NOTE OF HISTORICAL COST PROFITS AND LOSSESYEAR ENDED 2 MARCH 2002

2000/012001/02 (restated)

£m £m

Reported profit before taxation 7.0 291.9 Realisation of revaluation gains/(deficits) (1.9) 47.4 Difference between the historical cost depreciation charge and the

actual depreciation charge calculated on the revalued amount 1.4 2.3

Historical cost profit before taxation 6.5 341.6

Historical cost profit/(loss) for the year retained after taxation,minority interests and dividends (105.7) 80.6

BALANCE SHEETS2 MARCH 2002

Group Company. .

20012002 (restated) 2002 2001

Notes £m £m £m £m

Fixed assetsIntangible assets 14 149.9 159.2 – – Tangible assets 15 2,996.1 4,138.1 – – Investments

In subsidiaries 16 – – 1,633.8 2,407.8 In joint ventures 17

Share of gross assets 70.9 69.2 – – Share of gross liabilities (31.6) (28.3) – –

T

39.3 40.9 – – In associates 18 63.6 53.0 – – Other investments 19 6.9 2.4 – –

3,255.8 4,393.6 1,633.8 2,407.8

Current assets and liabilitiesStocks 20 28.1 36.1 – – Debtors 21 112.0 165.9 0.3 – Cash at bank and in hand 73.1 66.9 22.1 –

213.2 268.9 22.4 – Creditors – amounts falling due within one year 22 (431.8) (689.9) (49.6) (113.3)

Net current liabilities (218.6) (421.0) (27.2) (113.3)

Total assets less current liabilities 3,037.2 3,972.6 1,606.6 2,294.5 Creditors – amounts falling due after more than one yearLoan capital 23 (978.5) (1,272.6) – – Provisions for liabilities and charges 25 (170.2) (207.0) (5.0) –

1,888.5 2,493.0 1,601.6 2,294.5

Capital and reservesCalled up share capital 26 147.7 2,207.8 147.7 2,207.8 Share premium account 26 4.4 – 4.4 – Revaluation reserve 27 140.4 621.5 – – Other reserves 27 (1,815.5) (1,830.5) – – Profit and loss account 27 3,405.0 1,488.9 1,449.5 86.7

Shareholders’ funds 28 1,882.0 2,487.7 1,601.6 2,294.5 Equity minority interests 3.4 2.2 – – Non-equity minority interests 3.1 3.1 – –

1,888.5 2,493.0 1,601.6 2,294.5

D M Thomas D H RichardsonDirector Director

30 April 2002

Whitbread PLC 30/31

GROUP CASH FLOW STATEMENTYEAR ENDED 2 MARCH 2002

2001/02 2000/01. .

Notes £m £m £m £m

Cash flow from operating activities 29 352.1 492.3Dividends received from joint ventures and associates 2.8 3.5 Returns on investments and servicing of financeInterest received 1.8 2.0 Interest paid (75.0) (94.9)Debt issue costs – (5.3)Loan interest received 1.3 1.3

Net cash outflow from returns on investments and servicing of finance (71.9) (96.9)

TaxationUK Corporation Tax paid (83.4) (92.9)

Capital expenditure and financial investmentProperty and plant purchased (286.8) (331.9)Investments purchased and loans advanced (9.9) (6.7)Property and plant sold 64.4 130.8 Investments sold and loans realised 8.0 22.1

Net cash outflow from capital expenditure and financial investment (224.3) (185.7)

Acquisitions and disposalsNew businesses acquired 30 – (11.0)Businesses sold and demerged 31,32 461.6 500.3

Net cash inflow from acquisitions and disposals 461.6 489.3

Equity dividends paid (128.1) (148.2)

Net cash inflow before use of liquid resources and financing 308.8 461.4

Management of liquid resourcesNet movement on short term securities and bank deposits 33,34 0.2 0.8

FinancingMinority dividends (0.2) (0.1)Issue of shares 6.3 6.2 Repurchase of shares – (42.6)Net movement on short term bank borrowings 33,34 (16.0) (28.0)Loan capital issued 33,34 5.0 285.0 Loan capital repaid* 33,34 (303.5) (669.5)

Net cash outflow from financing (308.4) (449.0)

Increase in cash 33,34 0.6 13.2

*The net of receipts and payments on revolving credits is included in loan capital repaid.

NOTES TO THE ACCOUNTS

1 RESTRUCTURING OF THE WHITBREAD GROUPThe Group restructuring in February 2001 was accounted for in accordance with the principles of merger accounting setout in Financial Reporting Standard No 6 (FRS 6) and schedule 4A to the Companies Act 1985. In accordance with mergeraccounting principles, the shares issued in connection with the scheme of arrangement to acquire Whitbread Group PLC,as adjusted to reflect the issue of options and repurchase of shares, have been treated as if issued throughout the yearand the corresponding year.

2 CHANGES TO ACCOUNTING POLICIESFRS 19 (Deferred Tax) has been adopted in the current year. The comparative amounts have been restated to complywith the new standard. The effect on the profit and loss account is to increase the taxation charge for the Group by£11.1m (2000/01 – increase the taxation charge by £13.2m). The balance sheet effect is to increase provisions in CentralCosts by £139.4m (2001 – £165.4m) and to increase goodwill in Marriott/Swallow hotels by £7.0m (2001 – £7.4m).Provisions for deferred tax have not been discounted.

FRS 18 (Accounting Policies) has been adopted in the current year. It has had no effect on the reported figures.

Although the first stage of the FRS 17 (Retirement Benefits) transitional arrangements has been adopted in the currentyear there have been no changes to the reported figures which continue to be prepared on the basis of SSAP 24. Thedisclosures required under this stage of the transitional arrangements are included in note 8 to the accounts.

3 SEGMENTAL ANALYSIS OF TURNOVER, PROFIT AND NET ASSETSOperating

Turnover EBITDA# profit† Net assetsYear ended 2 March 2002 £m £m £m £m

By business segmentHotels – Marriott/Swallow 404.5 112.2 71.6 1,234.2

– Travel Inn 177.3 75.3 60.2 481.7

581.8 187.5 131.8 1,715.9

Restaurants – Pub Restaurants 576.1 100.2 71.3 769.1 – High Street Restaurants 498.3 34.0 16.9 131.3

1,074.4 134.2 88.2 900.4 Sports, Health and Fitness 165.6 53.6 34.4 453.5

1,821.8 375.3 254.4 3,069.8Pubs & Bars – managed 99.4 21.1 16.2 –

– leased 26.5 14.9 14.3 –Beer and Other Drinks 78.3 15.8 15.8 56.5

Segmental turnover, profit and net assets 2,026.0 427.1 300.7 3,126.3Inter-segment turnover (see note below) (2.9)Share of joint ventures’ turnover (157.3)Central Costs 148.5 (16.9) (20.7) (261.8)Exceptional items (note 5) (174.5) (174.5)

2,014.3 235.7 105.5 2,864.5

By geographical segmentUnited Kingdom 1,942.6 228.4 101.9 2,828.0Rest of the world 71.7 7.3 3.6 36.5

2,014.3 235.7 105.5 2,864.5

Whitbread PLC 32/33


3 SEGMENTAL ANALYSIS OF TURNOVER, PROFIT AND NET ASSETS (CONTINUED)Operating

Turnover EBITDA# profit† Net assets(restated) (restated) (restated) (restated)

Year ended 3 March 2001 £m £m £m £m

By business segmentHotels – Marriott/Swallow 402.7 115.6 78.6 1,199.7

– Travel Inn 158.1 70.0 56.4 424.2

560.8 185.6 135.0 1,623.9

Restaurants – Pub Restaurants 542.9 96.2 67.6 779.4 – High Street Restaurants 466.8 26.8 10.3 161.9

1,009.7 123.0 77.9 941.3 Sports, Health and Fitness 138.7 45.8 28.1 425.7

1,709.2 354.4 241.0 2,990.9 Pubs & Bars – managed 530.9 132.5 105.4 770.6

– leased 146.8 74.8 71.6 390.1 Beer and Other Drinks 683.8 34.5 25.9 49.5Acquired businesses for disposal* 16.3 1.7 1.7 (1.6)

Segmental turnover, profit and net assets 3,087.0 597.9 445.6 4,199.5 Inter-segment turnover (see note below) (65.0)Share of joint ventures’ turnover (500.6)Central Costs 73.2 (12.6) (17.8) (415.2)Exceptional items (note 5) (3.1) (3.1)

2,594.6 582.2 424.7 3,784.3

By geographical segmentUnited Kingdom 2,525.6 575.9 422.1 3,762.2 Rest of the world 69.0 6.3 2.6 22.1

2,594.6 582.2 424.7 3,784.3 #EBITDA is earnings before interest, tax, depreciation and amortisation.

†Operating profit is stated after charging the amortisation of goodwill as follows:2000/01

2001/02 (restated)£m £m

Hotels – Marriott/Swallow 8.1 8.2Sports, Health and Fitness 0.4 0.4

*The acquired businesses for disposal relate mainly to the pubs business acquired with Swallow Group Ltd, which was soldon 7 June 2000.

The turnover, profit and net assets of Travel Inn have been reported separately for the first time. In addition, Restaurantshas been sub-analysed between Pub Restaurants and High Street Restaurants. Comparatives have been restated accordingly.

Following the sale of the Whitbread Beer Company there remains a continuing activity within the Beer segment. This is asa result of the terms of the sale of the Whitbread Beer Company to Interbrew which included arrangements for Whitbreadto retain the people and the necessary production capacity to ensure compliance with its obligations for the remainingperiod of the Heineken and Murphy licences.


3 SEGMENTAL ANALYSIS OF TURNOVER, PROFIT AND NET ASSETS (CONTINUED)2001/02 2000/01

Segmental turnover includes the Group’s share of joint venture turnover as follows: £m £m

Hotels – Marriott/Swallow 0.8 2.6– Travel Inn 1.6 0.3

High Street Restaurants 154.9 138.2 Beer and Other Drinks – 359.5

157.3 500.6

Inter-segment turnover was from Beer, High Street Restaurants and Sports, Health & Fitness to the other segments. CentralCosts turnover comprises, primarily, food distribution services provided to a third party and a joint venture. The geographicalanalysis of turnover and profit is by source. The analysis of turnover by destination was not materially different. Salesbetween geographical segments were not material.

Net assets included above are total net assets excluding net debt.

The exceptional costs included in operating profit are detailed in note 5. The analysis is as follows:2001/02 2000/01

£m £m

Pub Partnerships, Inns and Restaurants* – 2.9 High Street Restaurants 174.5 – Other Drinks – 0.9 Central Costs – (0.7)

174.5 3.1

*These costs relate to the restructuring of these divisions into Pubs & Bars and Restaurants. This was a combined projectand there was no suitable basis for allocating the costs to individual divisions.

4 PROFIT AND LOSS ACCOUNT DETAILSTotal Total

before Exceptional afterContinuing Discontinued exceptionals items exceptionals

2001/02 £m £m £m £m £m

Turnover 1,888.4 125.9 2,014.3 – 2,014.3 Cost of sales (1,459.2) (88.8) (1,548.0) – (1,548.0)

Gross profit 429.2 37.1 466.3 – 466.3 Distribution to customers (10.3) – (10.3) – (10.3)Administration and other costs (198.5) (6.6) (205.1) (174.5) (379.6)

Group operating profit 220.4 30.5 250.9 (174.5) 76.4

2000/01 (restated)Turnover 1,916.9 677.7 2,594.6 – 2,594.6 Cost of sales (1,457.8) (469.8) (1,927.6) – (1,927.6)

Gross profit 459.1 207.9 667.0 – 667.0 Distribution to customers (16.6) – (16.6) – (16.6)Administration and other costs (215.6) (30.9) (246.5) (2.2) (248.7)

Operating profit before investment income 226.9 177.0 403.9 (2.2) 401.7 Interest on trade loans 0.1 – 0.1 – 0.1

Group operating profit 227.0 177.0 404.0 (2.2) 401.8

Whitbread PLC 34/35


4 PROFIT AND LOSS ACCOUNT DETAILS (CONTINUED)2000/01

2001/02 (restated)Included above are: £m £m

Amortisation of intangible fixed assets (note 14) 8.5 8.6 Depreciation of tangible fixed assets (note 15) 121.7 148.9 Operating lease rentals:

Hire of plant and machinery 6.4 10.3 Property and other operating leases 60.9 65.9

Research and development expenditure – 0.5 Audit fees 0.6 0.7 Staff costs (note 7) 588.5 697.9

Fees paid to Ernst & Young LLP for non-audit services in the UK, primarily in respect of corporate finance services,amounted to £1.0m (2000/01 – £1.1m).

5 EXCEPTIONAL ITEMS2001/02 2000/01

£m £m

Restructuring costs (1.7) (2.2)Impairment of leasehold properties (26.3) – Impairment of goodwill (146.5) –

Group excluding joint ventures and associates (174.5) (2.2)Joint venture reorganisation costs – (0.9)

Charged against operating profit (174.5) (3.1)Non-operating itemsNet profit/(loss) on disposal of fixed assets

Group excluding joint ventures and associates (2.0) (5.0)Joint ventures – 0.2 Associates (0.2) 0.5

Net loss on the disposal of businesses (note 31) (3.9) (8.8)Fundamental reorganisation costs

Demerger of Pubs & Bars – transaction costs (note 32) (14.6) (11.0)Reorganisation costs (10.4) (15.0)

(205.6) (42.2)

The restructuring costs in 2001/02 relate to the planned disposal of the Pelican High Street Restaurants business. Therestructuring costs, charged against operating profit in 2000/01, relate mainly to the reorganisation of Pub Partnerships,Inns and Restaurants into the new Pubs & Bars and Restaurants divisions.

The impairment of leasehold properties relates to leasehold properties operated by Pelican. The impairment of goodwillrelates to the goodwill created, and previously written off to reserves, on the acquisition of the Pelican and BrightReasonsbusinesses. An equivalent amount has been added to reserves (see note 27).

The transaction costs are principally advisers’ fees and legal costs relating to the discontinued Pubs & Bars business. Thefundamental reorganisation costs relate to the demerger of Pubs & Bars in May 2001 and the sale of The Whitbread BeerCompany in May 2000.

6 DIRECTORS’ EMOLUMENTSDetails of directors’ emoluments are disclosed in the Remuneration Report on pages 18 to 24.


7 STAFF COSTS AND NUMBERS2001/02 2000/01

£m £m

Wages and salaries 529.2 630.7 Social security costs 42.8 43.9 Pension costs (note 8) 16.5 23.3

588.5 697.9

2001/02 2000/01. .

Full-time Part-time Full-time Part-time

The average number of persons directly employed in the various sectors of the business was as follows:Hotels – Marriott/Swallow 6,877 5,061 7,829 5,046

– Travel Inn 2,538 1,776 2,320 1,609

9,415 6,837 10,149 6,655

Restaurants – Pub Restaurants 13,526 11,012 13,438 11,114 – High Street Restaurants 9,148 2,703 9,274 3,005

22,674 13,715 22,712 14,119 Sports, Health and Fitness 2,836 2,189 3,121 2,015

34,925 22,741 35,982 22,789 Pubs & Bars – managed and head office 1,539 1,748 8,138 10,510

– leased 16 – 62 2 Beer and Other Drinks 426 11 958 28 Acquired businesses for disposal – – 129 526 Central Costs 59 5 79 6

36,965 24,505 45,348 33,861

Excluded from the above are employees of joint ventures and associated undertakings.

8 PENSIONSThe principal group pension scheme, which was available to eligible UK full-time and part-time employees, was closed to new members on 31 December 2001. This scheme is a funded, defined benefit scheme which is based on final pay levels. There was also a defined contribution scheme available to employees which was also closed to new members on 31 December 2001. Contributions to both schemes by both employees and group companies are held in externally investedtrustee-administered funds. Members of these schemes are contracted out of the State Earnings Related Pension Scheme.The total non government pension cost for the group, including directors, is analysed below:

2001/02 2000/01£m £m

Funded schemes 16.0 21.1 Unfunded scheme 0.4 2.1 Overseas schemes 0.1 0.1

16.5 23.3

The pension cost relating to the Whitbread Group Pension Fund is assessed in accordance with the advice of a firm ofactuaries, Bacon & Woodrow, using the projected unit credit valuation basis. As the scheme is now closed to new membersthe current service cost, under the projected unit credit valuation basis, will increase as a percentage of salary as membersof the scheme approach retirement. The pension cost for the year has been based on the latest actuarial valuation whichwas carried out as at 31 March 1999. The main valuation assumptions were that the return on investments would be4.25% per annum above inflation, that the annual increase in pensionable salaries (including promotional increases) wouldbe 2.5% above inflation, that the annual increase in pensions in payment would average 0.25% below inflation and thatdividend growth would be 1% above inflation. The average expected remaining service life of current employees is 101⁄2 years.

36/37Whitbread PLC


8 PENSIONS (CONTINUED)At the date of the valuation the market value of the Fund’s assets was £1,239m and the actuarial value of those assetsrepresented 97% of the benefits that had accrued to the members. The contribution rate is designed to reduce the deficitto zero over the expected remaining service life of existing members. Membership of the Fund at 2 March 2002 was8,114 (2001 – 9,894).

The pension prepayment included in debtors (note 21) represents funding paid to Whitbread Group Pension Fund in excessof the pension cost, plus interest thereon.

FRS 17 (Retirement Benefits) will change fundamentally the calculation and reporting of the cost of retirement benefits.The disclosures below relate to the retirement benefit plans in the UK.

The principal assumptions used by the independent qualified actuaries in updating the most recent valuations of the UKscheme to 2 March 2002 for FRS 17 purposes were:

At At2/3/02 3/3/01

Rate of increase in salaries 4.0% 4.0% Rate of increase in pensions in payment and deferred pensions 2.5% 2.5% Discount rate 5.9% 5.7% Inflation assumption 2.5% 2.5%

The assets in the scheme and the expected rate of return were:

Long-term Long-termrate of rate of return Value at return Value at

expected at 2/3/02 expected at 3/3/012/3/02 £m 3/3/01 £m

Equities 7.50% 835.0 7.00% 904.0Government bonds 5.00% 74.0 4.50% 93.0Corporate bonds 5.90% 79.0 5.70% 77.0 Property 7.50% 7.0 7.00% 40.0Cash 4.00% 48.0 5.75% 83.0

Total Market Value of Assets 1,043.0 1,197.0 Present value of scheme liabilities (1,127.0) (1,152.0)

Surplus/(deficit) in scheme (84.0) 45.0 Related deferred tax asset/(liability) 25.2 (15.7)

Net pension asset/(liability) (58.8) 29.3

If FRS 17 had been adopted in the financial statements, the Group’s net assets and profit and loss reserve at 2 March 2002would be as follows:

2/3/02 3/3/01£m £m

Net assets excluding SSAP 24 pension asset/(liability) 1,872.4 2,476.6FRS 17 Pension asset/(liability) (58.8) 29.3

1,813.6 2,505.9

Profit and loss reserve excluding SSAP 24 pension asset/(liability) 3,388.9 1,472.5FRS 17 Pension reserve (58.8) 29.3

3,330.1 1,501.8


9 INTEREST2001/02 2000/01

£m £m

Interest payable and similar chargesBank loans and overdrafts 26.7 51.0 Other 44.7 45.7

71.4 96.7 Deduct:Interest receivable on short-term deposits (1.8) (2.0)Interest receivable from joint ventures and associates (1.3) (1.2)Interest capitalised (3.3) (3.4)

65.0 90.1 Interest payable by:Joint ventures 0.9 1.5 Associates 0.7 1.8

66.6 93.4 Exceptional interest payable* 0.8 0.3

67.4 93.7

*The exceptional interest payable represents refinancing costs associated with the demerger of the Pubs & Bars business.

10 TAXATION2000/01


Current taxation on profits for the year before exceptional itemsUK Corporation Tax 47.8 82.8Adjustments to UK Corporation Tax for earlier periods (4.0) (11.0)

43.8 71.8 Overseas tax (0.2) –Adjustments to overseas tax for earlier periods (0.1) –

Joint ventures 3.8 2.8 Associates 5.0 3.5

52.3 78.1Current tax on operating exceptional itemsGroup (0.5) (0.4)Current tax on non-operating exceptional itemsGroup (3.6) 16.9

Total current taxation 48.2 94.6

Deferred tax on profit before exceptional itemsTiming differences – Group 11.1 28.3

– Joint ventures 0.1 –Deferred tax on exceptional itemsTiming differences – Group – (15.1)

Total deferred taxation 11.2 13.2

Total taxation charge 59.4 107.8

38/39Whitbread PLC


10 TAXATION (CONTINUED)2000/01


Factors affecting the tax charge for the periodProfit before tax 7.0 291.9

Tax at current UK Corporation Tax rate of 30% (2001 – 30%) 2.1 87.6Effect of:Expenses not deductible for tax purposes:

Impairments 51.8 –Other (principally goodwill amortisation and depreciationof assets not qualifying for capital allowances) 12.5 15.8

Business disposals and tax thereon 1.0 29.3Capital allowances in excess of depreciation (12.8) (25.3)Other timing differences (1.2) (1.1)Higher rates on profits of joint ventures and associates 0.5 0.2Use of losses not previously recognised (1.6) (0.9)Adjustments to tax charge in respect of previous years (4.1) (11.0)

48.2 94.6

Factors that may affect the future tax chargeBased on current capital investment plans, the group expects to be able to continue to claim capital allowances in excessof depreciation in future years.

No provision has been made for deferred tax on the sale of properties where gains have been rolled over into replacementassets. The total amount unprovided for is estimated at £55.2m (2001 – £67.3m).

11 PROFIT EARNED FOR ORDINARY SHAREHOLDERSThe profit and loss account of the parent company is omitted from the group accounts by virtue of the exemptiongranted by section 230 of the Companies Act 1985. The profit earned for ordinary shareholders and included in theaccounts of the parent company amounted to £5.2m.

12 ORDINARY DIVIDENDS2001/02 2000/01

£m £m

Interim 5.05 pence per share (2000/01 – 8.05 pence) 14.9 39.8Proposed final 12.75 pence per share (2000/01 – 23.10 pence) 37.7 113.3

17.80 pence per share (2000/01 – 31.15 pence) 52.6 153.1

The 2000/01 proposed final dividend of 23.10 pence was equivalent to 38.50 pence per share in respect of each WhitbreadPLC share after taking account of the share capital consolidation.


13 EARNINGS PER SHAREBasic earnings per share is calculated by dividing earnings for ordinary shareholders of £(52.6)m (2000/01 – £184.0m) by theweighted average number of ordinary shares in issue during the year, 330.6m (2000/01 – 494.9m). Adjusted basic earningsper share is calculated as follows:

Earnings (£m) Earnings per share (p). .

2000/01 2000/012001/02 (restated) 2001/02 (restated)

Earnings and basic earnings per share (52.6) 184.0 (15.91) 37.18 Earnings and basic earnings per share attributable to:Goodwill amortisation 8.5 8.6 2.57 1.74 Exceptional costs, net of tax 202.3 43.9 61.19 8.87

Adjusted earnings and basic earnings per share 158.2 236.5 47.85 47.79

Earnings includes a number of exceptional items. In order to demonstrate the effect of these, together with the impactof goodwill amortisation, an adjusted earnings per share figure is also presented. Diluted earnings per share is the basic and adjusted basic earnings per share after allowing for the dilutive effect of the conversion into ordinary shares of the weighted average number of options outstanding during the period. The number of shares used for the dilutedcalculation is 330.6m (2000/01 – 495.2m), and for the adjusted diluted calculation is 331.8m (2000/01 – 495.2m).

14 INTANGIBLE FIXED ASSETSGoodwill

Whitbread Group £m

Cost 3 March 2001 – as reported 161.2Prior year adjustment arising from the implementation of FRS 19 7.9

Cost 3 March 2001 – restated 169.1Disposals (see note 31) (0.9)

Cost 2 March 2002 168.2

Amortisation 3 March 2001 – as reported (9.4)Prior year adjustment arising from the implementation of FRS 19 (0.5)

Amortisation 3 March 2001 – restated (9.9)Amortisation for the period (8.5)Disposals (see note 31) 0.1

Amortisation 2 March 2002 (18.3)

Net book amounts 2 March 2002 149.9

Net book amounts 3 March 2001 159.2

All goodwill is being amortised over 20 years, which is its estimated useful economic life.

40/41Whitbread PLC


15 TANGIBLE FIXED ASSETSManufacturing, logistics

& administration Retail

Furniture, Furniture,Land & fixtures & Land & fixtures &

buildings equipment buildings equipment TotalWhitbread Group £m £m £m £m £m

Cost or valuation 3 March 2001 39.4 58.7 3,319.0 1,378.5 4,795.6 Foreign exchange movements – – (2.1) (1.0) (3.1)Additions 0.5 1.8 96.2 135.5 234.0Interest capitalised – – 3.3 – 3.3 Subsidiaries acquired – – 15.5 4.2 19.7 Businesses sold – – (2.8) (1.0) (3.8)Business demerged (1.0) (7.4) (960.6) (379.0) (1,348.0)Reclassified – (9.5) 0.8 8.7 – Disposals (15.2) (6.3) (33.1) (27.5) (82.1)

Cost or valuation 2 March 2002 23.7 37.3 2,436.2 1,118.4 3,615.6

Depreciation 3 March 2001 (1.9) (23.9) (87.8) (543.9) (657.5)Foreign exchange movements – – 0.7 0.7 1.4 Depreciation for the year (0.6) (3.5) (19.8) (97.8) (121.7)Subsidiaries acquired – – (0.4) (1.6) (2.0)Businesses sold – – 0.2 0.2 0.4 Business demerged 0.1 2.8 10.4 141.3 154.6 Reclassified – (1.2) 0.1 1.1 – Disposals 0.9 5.3 2.9 16.4 25.5 Impairment of leasehold properties – – (20.2) – (20.2)

Depreciation 2 March 2002 (1.5) (20.5) (113.9) (483.6) (619.5)

Net book amounts 2 March 2002 22.2 16.8 2,322.3 634.8 2,996.1


Up to and including 1998/9 it was the group policy to revalue its UK properties, other than leasehold properties witha remaining term of less than 20 years. In 1999/2000 the group adopted FRS 15 (Tangible Fixed Assets). The transitionalprovisions of FRS 15 were applied and, whilst previous valuations have been retained, they have not been updated. From1999/2000 it has been group policy not to revalue fixed assets.

If the revaluations up to 1998/9 had not taken place, the net book amounts of fixed assets would have been:

Cost 23.7 37.3 2,273.7 1,118.4 3,453.1 Depreciation (1.5) (20.5) (91.8) (483.6) (597.4)



Long ShortFreehold leasehold leasehold Total

Net book amounts of properties £m £m £m £m

2 March 2002 1,534.5 701.8 108.2 2,344.5

3 March 2001 2,529.0 615.7 124.0 3,268.7


15 TANGIBLE FIXED ASSETS (CONTINUED)2002 2001

Cost or valuation of properties £m £m

As valued 1998/9 216.6 836.8 As valued 1997/8 153.6 296.8 As valued 1996/7 132.2 268.4 As valued 1995/6 117.4 253.1 As valued 1994/5 81.1 220.7 As valued 1993/4 4.9 14.0 As valued 1992/3 3.3 7.7 At cost 1,750.8 1,460.9

2,459.9 3,358.4

Capital expenditure commitments for which no provision has been made 65.7 59.1

Manufacturing, logistics& administration Retail

Furniture, Furniture,Land & fixtures & Land & fixtures &

buildings equipment buildings equipment TotalWhitbread PLC £m £m £m £m £m

Cost or valuation 3 March 2001 – – – – – Transfers from group companies 1.0 7.6 958.8 373.6 1,341.0 Additions – – 2.7 5.7 8.4 Business demerged (1.0) (7.4) (960.6) (379.0) (1,348.0)Disposals – (0.2) (0.9) (0.3) (1.4)

Cost or valuation 2 March 2002 – – – – –

Depreciation 3 March 2001 – – – – – Transfers from group companies (0.1) (2.8) (10.2) (136.5) (149.6)Depreciation for the year – (0.2) (0.4) (4.9) (5.5)Business demerged 0.1 2.8 10.4 141.3 154.6 Disposals – 0.2 0.2 0.1 0.5

Depreciation 2 March 2002 – – – – –

Net book amounts 2 March 2002 – – – – –

Net book amounts 3 March 2001 – – – – –

The above movements of fixed assets relate to the Pubs & Bars division which was transferred into Whitbread PLCin March 2001 and demerged in May 2001.

16 INVESTMENT IN SUBSIDIARY UNDERTAKINGS2002 2001

Shares at cost £m £m

3 March 2001 2,255.7 –Additions 0.4 2,255.7

2 March 2002 2,256.1 2,255.7Amounts due from subsidiary undertakings – 200.0Amounts due to subsidiary undertakings (622.3) (47.9)

1,633.8 2,407.8

42/43Whitbread PLC


16 INVESTMENT IN SUBSIDIARY UNDERTAKINGS (CONTINUED)Country of Country of % of equity

Principal incorporation principal and votesPrincipal subsidiary undertakings activity or registration operations held

Whitbread Group PLC Restaurants & Hotels England England 100BrightReasons Group Ltd Restaurants England England 100Whitbread Restaurants Holdings GmbH Restaurants Germany Germany 100Country Club Hotels Ltd Hotels England England 100David Lloyd Leisure Ltd Leisure England England 100The Pelican Group Ltd Restaurants England England 100Swallow Group Ltd Hotels England England 100Swallow Hotels Ltd Hotels England England 100Whitbread Hotels Ltd Hotels England England 100

Shares in Whitbread Group PLC are held directly by Whitbread PLC. Shares in the other subsidiaries, with the exception of Country Club Hotels Ltd and Swallow Hotels Ltd, are held by Whitbread Group PLC. Swallow Hotels Ltd is a subsidiaryof Swallow Group Ltd and Country Club Hotels Ltd is a subsidiary of Swallow Hotels Ltd. All subsidiary undertakings have the same year end as Whitbread PLC. All the above companies have been included in the group consolidation. Thecompanies listed above are those which materially affect the amount of profit and the assets of the group. A full list ofsubsidiary undertakings, joint ventures and associates will be annexed to the next annual return of Whitbread PLC to be filed with the Registrar of Companies.

17 UNLISTED INVESTMENTS IN JOINT VENTURESInvestment Loans Total

Whitbread Group £m £m £m

Share of net assets 3 March 2001 26.8 14.1 40.9 Businesses acquired 2.4 – 2.4 Loans repaid – (8.0) (8.0)Transferred to subsidiaries (3.2) (0.2) (3.4)Share of retained profits less losses 7.4 – 7.4

Share of net assets 2 March 2002 33.4 5.9 39.3

Directors’ valuation2 March 2002 68.7 5.9 74.63 March 2001 41.7 14.1 55.8

Principal Total equity WhitbreadLoans to joint ventures

activity par value (a) holding of (a) 2002 2001Principal joint venture £m £m £m

Pizza Hut (UK) Ltd Restaurants 0.8 50% 4.1 12.1

The above company is registered in England, which is also the main area of its operations. The investment is held byWhitbread Group PLC.

2002 2001Analysis of share of net assets £m £m

Tangible fixed assets 64.9 55.9 Current assets 6.0 13.3 Liabilities due within one year (28.0) (25.7)Liabilities due after one year (3.6) (2.6)

Net assets 39.3 40.9


18 UNLISTED INVESTMENTS IN ASSOCIATESInvestment Loans Total


Share of net assets 3 March 2001 48.3 4.7 53.0 Additions – 2.4 2.4 Share of retained profits less losses 8.2 – 8.2

Share of net assets 2 March 2002 56.5 7.1 63.6

Directors’ valuation2 March 2002 99.4 7.1 106.53 March 2001 83.7 4.7 88.4

Principal Total equity WhitbreadLoans to associates

activity par value (a) holding of (a) 2002 2001Principal associates £m £m £m

Britannia Soft Drinks Ltd Soft drinks 138.7 25% – – Poles Ltd Hotel 3.1 26% 4.7 4.7 Morrison Street Hotel Ltd Hotel 1.7 40% – –

The above companies are registered in England, which is also the main area of their operations except Morrison StreetHotel Ltd which is registered and operates in Scotland. The investments are held by Whitbread Group PLC.

19 OTHER INVESTMENTSListed Trade loans Total


Cost or valuation 3 March 2001 4.5 0.4 4.9 Additions 5.1 – 5.1 Demerger of Pubs & Bars business (see note 32) – (0.4) (0.4)

Cost or valuation 2 March 2002 9.6 – 9.6

Amortisation/provisions 3 March 2001 (2.5) – (2.5)Amortisation (see footnote) (0.2) – (0.2)

Amortisation/provisions 2 March 2002 (2.7) – (2.7)

Net book amounts 2 March 2002 6.9 – 6.9

Net book amounts 3 March 2001 2.0 0.4 2.4

Market value or directors’ valuation2 March 2002 8.9 – 8.9 3 March 2001 4.1 0.4 4.5

Included in listed investments above are shares in Whitbread PLC, purchased under the terms of the Long Term IncentivePlan (the ‘Plan’) and to satisfy outstanding executive share options, held by an employee share ownership trust (‘ESOP’),which is independently managed.

At 2 March 2002 the Plan owned 0.23m shares (2001 – 0.40m shares) in Whitbread PLC the market value of which was£1.4m (2001 – £2.5m). The cost of the shares is being amortised over three years, which is the earliest date on which theshares could be transferred to the participants, and charged against operating profit. The market value has not beenadjusted to take account of amortisation. The ESOP has waived its right to dividends on these shares. Administrationcosts of the Plan are expensed as incurred. The operation of the Plan is more fully described in the Remuneration Reporton pages 18 to 24.

At 2 March 2002 1.18m shares were held to satisfy outstanding executive share options (2001 – 0.30m), with a valueof £7.5m (2001 – £1.6m). The ESOP has waived its right to dividends on these shares.

44/45Whitbread PLC


20 STOCKSGroup

2002 2001£m £m

Raw materials and consumables 1.0 1.0 Work in progress – 0.1 Finished goods 27.1 35.0

28.1 36.1

The estimated replacement cost of stocks is not materially different from the above carrying values.

21 DEBTORSGroup Company

. .

2002 2001 2002 2001£m £m £m £m

Trade debtors 42.5 66.5 0.1 – Joint ventures 6.9 8.7 – – Associates 4.0 3.3 – – Assets held awaiting disposal – 11.1 – – Other debtors 14.2 27.3 0.2 – Prepayments and accrued income 44.4 49.0 – –

112.0 165.9 0.3 –

Included above are debtors not receivable within one year:Pension prepayments 19.8 19.6 Other debtors 0.1 0.1

19.9 19.7

22 CREDITORS – AMOUNTS FALLING DUE WITHIN ONE YEARGroup Company

. .

2002 2001 2002 2001£m £m £m £m

Loan capital (note 23) 17.5 22.3 – – Bank overdrafts 53.1 63.3 3.3 – Trade creditors 116.4 161.4 0.2 – Joint ventures – 0.5 – – Corporation Tax 54.4 97.9 8.4 – Other taxes and social security 32.4 42.6 – – Accruals and deferred income 61.9 113.9 – – Other creditors 58.4 74.7 – – Proposed final dividend on ordinary shares 37.7 113.3 37.7 113.3

431.8 689.9 49.6 113.3


23 LOAN CAPITALRepayment Interest 2002 2001

dates rates £m £m

Subsidiary undertakingsSecured:

Redeemable debenture stock (nominalvalue £200.5m (2001 – £200.5m)) 2011 11.625%* 210.7 211.5 Redeemable debenture stock (nominalvalue £100.0m) 2021 8.125%* 100.0 100.0 Other loans 2002 to 2008 Variable 6.1 6.6 Bank loan 2002 to 2009 8% 4.4 4.8 Debenture (nominal value £10.0m) 2010 11.75% 13.0 13.2 Debenture (nominal value £25.0m) 2015 9.875% 32.7 33.0 Debenture (nominal value £80.0m) 2019 10.75% 115.9 117.0 Debenture Not fixed Nil 0.5 0.5

Unsecured:Revolving credit facility 2003 Variable 42.7 42.8 Loan notes 2002 Variable 0.3 0.9 Loan notes 2002 to 2003 Variable 15.2 19.8 Loan notes 2011 to 2013 Variable 2.4 – Bank loan 2003 Variable 179.6 362.9 Bank loan 2005 Variable 173.1 282.6 Bonds (nominal value £100.0m) 2007 8.25% 99.4 99.3

Whitbread Group 996.0 1,294.9

Debenture stocks and secured loans are secured by fixed and floating charges on certain group tangible fixed assets.

*The company has entered into agreements which swap the fixed interest rate of £185.0m nominal value (£191.0mincluding premium) of the 11.625% debenture stock for variable rates until 2011 and the fixed interest rate of the 8.125%debenture stock for variable rates until 2021.

Group

2002 2001Summarised as follows: £m £m

Repayable:In one year or less, or on demand 16.2 21.7 In more than one year, but not more than two 222.9 0.2 In more than two years, but not more than five 278.1 694.1 In more than five years – repayable by instalments 3.4 3.6

– other 421.6 521.4

Total loans 942.2 1,241.0 Premiums, issue costs, etc. 53.8 53.9

996.0 1,294.9 Deduct falling due within one year (note 22) (17.5) (22.3)

Falling due after more than one year 978.5 1,272.6

The total of instalment loans, any part of which falls due after more than five years, amounts to £4.4m (2001 – £4.8m).Included within amounts repayable between one and two years and between two and five years are £180.0m and £175.0mrespectively (2001 – £692.8m between two and five years) which are repayable in less than one year. These advances weremade under credit facility agreements with original lives of from three to five years. Under the terms of the agreement, theparticipating banks are obliged, on demand, to refinance any amounts falling due for repayment until expiry of the facility.Details of unused committed facilities are disclosed in the Operating and Finance Review. Overdrafts, which are all repayablewithin one year, are disclosed in note 22.

46/47Whitbread PLC


24 FINANCIAL INSTRUMENTSThe group’s objectives and policies on the use of financial instruments, including derivatives, can be found in theOperating and Finance Review. Amounts dealt with in this note exclude short term assets and liabilities except cash,overdrafts and loan capital repayable in one year or less.

Analysis of interest rate exposure and currency of net debtWeighted averages re

Loan capital‡ fixed rate debt#

Total Over- Floating Interest Interest Period ratenet debt Cash† drafts† rate§ free Fixed rate rate is fixed for

£m £m £m £m £m £m

2002Sterling 941.9 (60.1) 53.1 400.7 0.5 547.7 6.8% 8.0 yearsEuro linked currencies 34.1 (13.0) – 42.7 – 4.4 8.0% 7.8 years

Net debt (note 33) 976.0 (73.1) 53.1 443.4 0.5 552.1

2001Sterling 1,255.1 (55.5) 63.3 798.2 0.5 448.6 7.1% 10.0 yearsEuro linked currencies 36.2 (11.4) – 42.8 – 4.8 8.0% 8.8 years

Net debt (note 33) 1,291.3 (66.9) 63.3 841.0 0.5 453.4 † Interest on cash on deposit and overdrafts is based on floating rates linked to LIBOR.§ Interest rates on floating rate loans are all linked to LIBOR.‡ The analysis of fixed and floating rates takes account of interest rate swaps.# The weighted averages for fixed rate debt excludes loans swapped to variable.

The group has entered into agreements which swap the fixed interest rate of £185.0m nominal value (£191.0m includingpremium) of the 11.625% debenture stock for variable rates until 2011 and the fixed interest rate of the 8.125% debenturestock for variable rates until 2021. In addition the group has entered into agreements which swap the variable rates on£265.0m of debt (2001 – £165.0m) to fixed rates of between 5.22% and 8.15% (2001 – 5.64% and 8.15%) for periods of upto 7 years (2001 – up to 8 years).

The Swallow Group Ltd preference shares are excluded from the above analysis and are included in non-equity minorityinterests.

Carrying values Fair values. .

2002 2001 2002 2001Fair values of financial instruments £m £m £m £m

Short term borrowings less cash and deposits (20.0) (3.6) (20.0) (3.6)Loan capital 996.0 1,294.9 1,133.4 1,427.2 Derivatives relating to loan capital

Interest rate swaps – – (95.3) (94.6)

The fair value of debt and derivative instruments is calculated by discounting all future cash flows by the market yieldcurve at the balance sheet date.

Functional currencies of group operationsOther than currency funding for overseas net investments, there are no material monetary assets and liabilities whichare denominated in currencies other than the local currency of the entity owning them. Exchange gains and losses oncurrency funding for overseas net investments are dealt with in the Statement of Total Recognised Gains and Losses.


24 FINANCIAL INSTRUMENTS (CONTINUED)HedgesProfits and losses on financial instruments used for hedging are recognised when the exposure that is being hedged isrecognised. Unrecognised and deferred profits and losses on financial instruments used for hedging are as follows:

Gains.

2001/02 2000/01£m £m

Gains and losses unrecognised at 2 March 2002 95.3 94.6

Of which:Gains and losses expected to be recognised in the profit and loss account in the following year 11.0 10.0

Gains and losses in the profit and loss account that arose in previous years 10.5 9.0

25 PROVISIONS FOR LIABILITIES AND CHARGESDeferred

Reorganisation/ Onerous Tax Totalrestructuring contracts Other (restated) (restated)

£m £m £m £m £m

Whitbread Group3 March 2001 – as reported 25.2 16.4 – – 41.6 Prior year adjustment for the implementation of FRS 19 – – – 165.4 165.4

3 March 2001 – as restated 25.2 16.4 – 165.4 207.0 Created

Deferred charge in profit and loss account for period (note 10) – – – 11.1 11.1In connection with the fundamental restructuring 25.3 – 5.0 – 30.3 In connection with onerous lease contracts – 6.3 – – 6.3 Reclassified from creditors – – 3.0 – 3.0

Used (44.5) (5.9) – – (50.4)Demerged – – – (37.1) (37.1)

2 March 2002 6.0 16.8 8.0 139.4 170.2 v

Whitbread PLC3 March 2001 – – – – – Created

Deferred charge in profit and loss account for period – – – (1.7) (1.7)In connection with the fundamental restructuring 2.1 – 5.0 – 7.1 Transfers from group companies 6.0 – – 38.8 44.8

Used (8.1) – – – (8.1)Demerged – – – (37.1) (37.1)

2 March 2002 – – 5.0 – 5.0 v

With the exception of an onerous contracts provision in connection with businesses acquired of £8.7m (2001 – £13.0m),provisions have not been discounted. It is expected that the majority of the reorganisation and restructuring provisionswill be used within one year of the balance sheet date.

Other provisions relates to warranties given on the disposal of businesses.

.

48/49Whitbread PLC


25 PROVISIONS FOR LIABILITIES AND CHARGES (CONTINUED)2001

2002 (restated)The deferred taxation provision in the accounts comprises: £m £m

Accelerated capital allowances 139.4 165.4

No provision has been made for tax on any gains which might arise in the event of properties being sold at their revaluedamounts, as in the ordinary course of business the majority of properties would be retained indefinitely. No provision hasbeen made for any additional liability to UK or overseas taxation on the distribution of unappropriated profits or reservesof overseas subsidiaries, except to the extent that such distributions have been accrued as receivable.

The potential amount of deferred taxation not provided in respect of any gains which might arise in the event ofinvestments being sold at their valuation amounts is £12.9m (2001 – £6.8m).

26 SHARE CAPITALAllotted, called

Authorised up and fully paid. .

2002 2001 2002 2001Whitbread PLC £m £m £m £m

Ordinary shares of 50 pence each 315.0 4,725.0 147.7 2,207.8

Number of ordinary shares in issue (m) 295.4 490.6

Share Sharecapital premium

Ordinary shares £m £m

3 March 2001 2,207.8 – Issued to employees by exercise of options 1.9 4.4Reduction of capital under arrangement to demerge the Pubs & Bars division* (2,062.0)

2 March 2002 147.7 4.4

Changes in authorised, allotted and issued ordinary share capital*On 10 May 2001 the Pubs & Bars division was demerged from Whitbread PLC by means of a reduction of capital ofthe company under Section 135 of the Companies Act 1985. Whitbread PLC then implemented a 3 for 5 share capitalconsolidation, reducing the number of shares by 40%. This reduction reflected the value returned to shareholders bythe demerger as an approximate proportion of Whitbread PLC’s market value. Following the capital reduction and shareconsolidation the nominal value of each Whitbread PLC share is 50 pence.

At 2 March 2002 there were outstanding options for employees to purchase up to 9.8m (2001 – 11.1m) ordinary sharesof 50 pence each between 2002 and 2010 at prices ranging between 413.0 pence per share and 1101.0 pence per share.During the year to 2 March 2002 options on 1.2m (2000/01 – 1.3m) ordinary shares of 50 pence each, fully paid, wereexercised by employees under the terms of various share option schemes and the directors exercised their discretionunder the Share Ownership Scheme to issue nil (2000/01 – 0.7m) ordinary shares of 50 pence each, fully paid, to thetrustees of the scheme.


27 RESERVESJoint

Revaluation Merger Profit & ventures &reserve reserve loss account associates Total

Whitbread Group £m £m £m £m £m

3 March 2001 – as reported 621.5 (1,855.0) 1,646.9 24.5 437.9 Prior year adjustment arising from implementation of FRS 19 – – (158.0) – (158.0)

3 March 2001 – as restated 621.5 (1,855.0) 1,488.9 24.5 279.9 Currency translation differences 0.1 – (1.6) – (1.5)Profit/(loss) retained – – (120.2) 15.0 (105.2)Pubs & Bars division demerger– Value of demerger (1,611.6) (1,611.6)– Gain over book value 477.3 477.3

– Gross assets demerged from group (1,134.3) (1,134.3)– Value of debt demerged 482.5 482.5

Net assets demerged – – (651.8) – (651.8)Revaluation surplus transferred to the profit

and loss account on the demerger of Pubs &Bars division (483.1) – 483.1 – –

Capital reduction to implement the demerger of thePubs & Bars division – – 2,062.0 – 2,062.0

Impairment of goodwill – – 146.5 – 146.5 Realised revaluation deficit transferred to the

profit and loss account 1.9 – (1.9) – –

2 March 2002 140.4 (1,855.0) 3,405.0 39.5 1,729.9v

Whitbread PLC3 March 2001 86.7 86.7 Capital reduction to implement the demerger of the Pubs & Bars division 2,062.0 2,062.0 Net assets demerged (651.8) (651.8)Loss retained (47.4) (47.4)

2 March 2002 1,449.5 1,449.5

Goodwill £m

Net amount written off against reserves to 3 March 2001 488.4 Demerger of Pubs & Bars division (38.9)Impairment of subsidiaries (146.5)

Net amount written off against reserves to 2 March 2002 303.0

50/51Whitbread PLC


28 SHAREHOLDERS’ FUNDS2002 2001

£m £m

Movements in shareholders’ fundsEquity shareholders’ funds at 3 March 2001 – as reported 2,645.7 2,536.3 Adjustment for the implementation of FRS 19 (see note 2) (158.0) (144.4)

Equity shareholders’ funds at 3 March 2001 – restated 2,487.7 2,391.9

Profit/(loss) earned for ordinary shareholders (52.6) 184.0 Dividends (52.6) (153.1)

(105.2) 30.9 Other recognised gains and losses relating to the year (1.5) 1.5 Goodwill on disposal – 95.6 Share capital issued 6.3 10.4 Share capital repurchased – (42.6)

Value of Pubs & Bars demerger (1,611.6)Gain over book value 477.3

Gross assets demerged from group (1,134.3)Value of debt demerged 482.5

Net assets demerged (651.8) –Impairment of goodwill (see note 5) 146.5 –

Equity shareholders’ funds at 2 March 2002 1,882.0 2,487.7

29 NET CASH INFLOW FROM OPERATING ACTIVITIES2001/02 2000/01

(restated)£m £m

Group operating profit 76.4 401.8 Investment income – (0.1)Depreciation/amortisation 130.2 157.5Impairment of leasehold properties and goodwill 172.8 – Payments against provisions (24.6) (29.4)Other non-cash items (1.9) 5.4 Increase in stocks (0.1) (12.6)(Increase)/decrease in debtors 10.3 (109.0)Increase/(decrease) in creditors (11.0) 78.7

Cash flow from operating activities 352.1 492.3

30 ACQUISITIONS2001/02 2000/01

£m £m

Payments in respect of previous years’ acquisitions – 11.0


31 DISPOSALS2001/02

£m

Intangible fixed assets 0.8Tangible fixed assets 3.3

Carrying value of net assets 4.1

Gross proceeds 1.5 Less costs (1.3)

Net proceeds 0.2

Loss on disposal (3.9)

Net sale proceeds 0.2Add costs not yet paid 0.4

Cash inflow 0.6

The above relates primarily to the disposal of Life Cafe in June 2001.

32 DEMERGER OF PUBS & BARS DIVISION2001/02

£m

Fixed assets 1,193.4 Investments 0.4 Net working capital, excluding cash and overdraft (22.4)Deferred tax provision (37.1)

Gross assets demerged from group 1,134.3 Net cash received (482.5)

Net assets demerged 651.8

Net cash received 482.5

Total transaction costs (25.6)Less – paid in prior year 3.8

– accrued costs 0.3

Transaction costs paid in current period (21.5)

Cash inflow from demerger 461.0

52/53Whitbread PLC


33 BALANCE SHEET MOVEMENTS IN CASH AND NET DEBTAmortisation

Foreign of premiums2001 Cash flow exchange and discounts 2002

2001/02 £m £m £m £m £m

Cash at bank and in hand 66.9 73.1 Overdrafts (note 22) (63.3) (53.1)

3.6 16.4 – – 20.0 Less short-term securities,bank deposits and borrowings 30.2 (15.8) – – 14.4

Cash 33.8 0.6 – – 34.4 Short-term securities and bank deposits 9.8 (0.2) – – 9.6 Short-term bank borrowings (40.0) 16.0 – – (24.0)

Loan capital under one year (22.3) (17.5)Loan capital over one year (1,272.6) (978.5)

Total loan capital (note 23) (1,294.9) 298.5 0.3 0.1 (996.0)

Net debt (1,291.3) 314.9 0.3 0.1 (976.0)v

AmortisationForeign of premiums

2000 Cash flow exchange and discounts 20012000/01 £m £m £m £m £m

Cash at bank and in hand 123.1 66.9 Overdrafts (note 22) (159.4) (63.3)

(36.3) 40.4 (0.5) – 3.6 Less short-term securities,bank deposits and borrowings 57.4 (27.2) – – 30.2

Cash 21.1 13.2 (0.5) – 33.8 Short-term securities and bank deposits 10.6 (0.8) – – 9.8 Short-term bank borrowings (68.0) 28.0 – – (40.0)

Loan capital under one year (564.7) (22.3)Loan capital over one year (1,120.2) (1,272.6)

Total loan capital (note 23) (1,684.9) 389.8* (0.6) 0.8 (1,294.9)

Net debt (1,721.2) 430.2 (1.1) 0.8 (1,291.3)v

*The cash flow movement on loan capital includes £5.3m debt issue costs.


34 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT2001/02 2000/01

£m £m

Increase in cash in the period 0.6 13.2Cash outflow from movement in loan capital 298.5 389.8 Cash inflow from movement in liquid resources (0.2) (0.8)Cash outflow from movement in short-term borrowings 16.0 28.0

Changes in net debt resulting from cash flows 314.9 430.2 Foreign exchange movements 0.3 (1.1)Amortisation of premiums and discounts 0.1 0.8

Movement in net debt in the period 315.3 429.9 Opening net debt (1,291.3) (1,721.2)

Closing net debt (976.0) (1,291.3)

35 RELATED PARTIESMaterial transactions with related parties consisted of purchases of soft drinks from Britannia Soft Drinks Ltd amountingto £15.4m (2000/01 – £17.6m), sales of food and drink to Pizza Hut (UK) Ltd amounting to £72.8m (2000/01 – £66.7m).Details of loans to joint ventures and associates are shown in notes 17 and 18. Transactions with directors can be foundin the Remuneration Report on pages 18 to 24.

36 CONTINGENT LIABILITIESThere were no material contingent liabilities at 2 March 2002 or 3 March 2001.

37 LEASE COMMITMENTSPlant & 2002 Plant & 2001

Property machinery Total Property machinery TotalWhitbread Group £m £m £m £m £m £m

Annual payments under operating leases which expire:

Within one year 1.6 1.0 2.6 1.4 0.3 1.7 Between one and five years 3.9 5.4 9.3 9.8 2.7 12.5 After five years 46.7 2.5 49.2 56.6 0.4 57.0

52.2 8.9 61.1 67.8 3.4 71.2 v

38 FOREIGN EXCHANGE RATESThe average euro exchange rate used during the year was 1.618 (2000/01 – 1.634) and the closing rate was 1.638(2001 – 1.576).

Whitbread PLC 54/55

FIVE YEAR SUMMARY

Profit and loss account (£m) 2000/01‡

1997/98 1998/99† 1999/00 (restated) 2001/02

Turnover including joint ventures 3,313.3 3,398.9 3,738.9 3,095.2 2,171.6Group turnover 3,198.2 2,941.4 2,951.4 2,954.6 2,014.3Operating profit before exceptional items 404.4 394.9 411.5 427.8 280.0Operating profit before exceptional items as % of turnover

including joint ventures 12.2% 11.6% 11.0% 13.8% 12.9%Profit before exceptional items and tax 354.8 341.7 348.4 334.4 213.4Profit before tax 380.9 301.1 256.0 291.9 7.0Basic earnings per share (pence) 61.42 46.09 36.36 37.18 (15.91)Adjusted basic earnings per share (pence) 56.08 51.37 54.12 47.79 47.85Ordinary dividends per share (pence) 26.02 27.78 29.50 31.15 17.80Interest cover (times covered)# 8.2 7.4 6.5 4.6 4.2Adjusted ordinary dividend cover (times covered)* 2.2 1.9 1.8 1.5 2.7Average number of employees – full-time 45,438 44,186 44,277 45,348 36,965

– part-time 35,937 31,914 28,781 33,861 24,505NotesChanges in accounting policies have, where material, been reflected in prior years, except FRS 19 – see ‡ below and FRS 15 – see † below. A line in the table indicates that the earlier years are not comparable.

‡ 2000/01 has been adjusted for the deferred taxation effect resulting from the introduction of FRS 19. Prior years have notbeen adjusted.

†1998/99 has been adjusted for the increased depreciation charge resulting from the introduction of FRS 15. Prior yearshave not been adjusted.

#Calculated by reference to operating profit before exceptional items.

*Calculated by reference to adjusted basic earnings per share.

Balance sheet (£m) 2001§

1998 1999# 2000 (restated) 2002

Intangible fixed assets – 8.5 157.7 159.2 149.9Tangible fixed assets# 3,563.7 3,528.1 4,254.3 4,138.1 2,996.1Investments 103.2 242.0 201.9 96.3 109.8

Total fixed assets 3,666.9 3,778.6 4,613.9 4,393.6 3,255.8

Current assets 453.0 304.0 526.9 268.9 213.2Creditors – amounts falling due within one year (858.3) (764.5) (1,447.1) (689.9) (431.8)

Net current liabilities (405.3) (460.5) (920.2) (421.0) (218.6)

Total assets less current liabilities 3,261.6 3,318.1 3,693.7 3,972.6 3,037.2Creditors – amounts falling due after more than one year (772.9) (794.4) (1,120.2) (1,272.6) (978.5)Provisions for liabilities and charges (9.4) (28.4) (31.9) (207.0) (170.2)

2,479.3 2,495.3 2,541.6 2,493.0 1,888.5v

Called up share capital 132.8 133.4 2,235.0 2,207.8 147.7Share premium account 162.1 180.8 – – 4.4Reserves 2,182.4 2,179.0 301.3 279.9 1,729.9

Shareholders’ funds 2,477.3 2,493.2 2,536.3 2,487.7 1,882.0Minority interests 2.0 2.1 5.3 5.3 6.5

2,479.3 2,495.3 2,541.6 2,493.0 1,888.5v

Net debt* 800.0 868.3 1,721.2 1,291.3 976.0Gearing (%)† 32.3 34.8 67.7 51.8 51.7Net asset value per ordinary share (pence) 501.5 502.4 511.8 507.1 637.1

FIVE YEAR SUMMARY

Notes§Provisions and intangible fixed assets have been adjusted for the deferred taxation effect resulting from the introductionof FRS 19. Prior years have not been adjusted.

#Fixed assets in 1999 have been adjusted for the increased depreciation charge resulting from the introduction of FRS 15.Prior years have not been adjusted.

A line in the table indicates that the earlier years are not comparable.

*Net debt is loan capital and bank overdrafts less cash at bank and in hand.

†Gearing represents net debt expressed as a percentage of shareholders’ funds and minority interests.

Cash flow (£m) 1997/98 1998/99 1999/00 2000/01 2001/02

Cash flow from operating activities 528.9 519.0 559.0 492.3 352.1Dividends from joint ventures and associates 2.0 2.4 1.7 3.5 2.8Returns on investments and servicing of finance (55.8) (64.2) (77.4) (96.9) (71.9)Taxation (55.1) (72.5) (52.8) (92.9) (83.4)Capital expenditure and financial investment§ (331.4) (322.4) (344.7) (185.7) (224.3)Acquisitions and disposals‡ (3.9) (9.8) (621.1) 489.3 461.6Equity dividends paid (107.7) (130.4) (139.3) (148.2) (128.1)

Net cash inflow/(outflow) before financing (23.0) (77.9) (674.6) 461.4 308.8Management of liquid resources 8.0 14.6 0.2 0.8 0.2Financing 12.9 39.3 704.8 (449.0) (308.4)

Increase/(decrease) in cash (2.1) (24.0) 30.4 13.2 0.6v

§Capital expenditure and financial investmentProperty and plant purchased (461.9) (443.2) (372.3) (331.9) (286.8)Property and plant sold 117.9 116.6 16.9 130.8 64.4Net investment and loan (increase)/decrease 12.6 4.2 10.7 15.4 (1.9)

(331.4) (322.4) (344.7) (185.7) (224.3)v

‡Acquisitions and disposalsNew businesses acquired (30.1) (3.2) (632.4) (11.0) –Businesses sold 26.2 (6.6) 11.3 500.3 461.6

(3.9) (9.8) (621.1) 489.3 461.6v

OVER THE LAST TWO YEARS, WHITBREAD HAS FOCUSED ON THREE GROWTH MARKETS

CONTENTS 02 Chairman’s statement04 Operating and finance review10 Board of directors12 Directors’ report25 Statement of directors’

responsibilities25 Report of the auditors26 Accounting policies 28 Group profit and loss account29 Group statement of total

recognised gains and losses29 Group note of historical cost

profits and losses 30 Balance sheets31 Group cash flow statement32 Notes to the accounts55 Five year summary57 Shareholder services

This document containsdetailed financial andstatutory information andconstitutes Whitbread PLC’sAnnual Report and Accountsfor 2001/02.

The company also publishesa shorter document, theWhitbread StakeholderReview, which aims to giveprivate shareholders a goodoverview of the company’sresults and activities.


TURNOVER 2000/01


TURNOVER 2001/02

Whitbread PLC 56/57

SHAREHOLDER SERVICES

For further information about thecompany and its businesses pleasevisit the Whitbread website atwww.whitbread.co.uk

REGISTRARThe company’s registrar is Lloyds TSBRegistrars, The Causeway, Worthing,West Sussex BN99 6DA. For enquiriesregarding your shareholding pleasetelephone 0870 6003968.

In addition, shareholders can viewinformation about their shareholdings,find information on how to register a change of name and whatto do if a share certificate is lostby visiting the shareholder website at www.shareview.co.uk. There are also facilities to download change of address, dividend mandate andstock transfer forms. Please ensurethat you advise Lloyds TSB promptly of a change of name or address.

DIVIDEND REINVESTMENT PLANFull details of the Plan, which offers you the chance to reinvestyour cash dividend in the purchase of additional company shares,are available from the registrars at the address given above.

DIVIDEND PAYMENT BY BACSWe can pay your dividends direct toyour bank or building society accountusing the Bankers’ Automated ClearingService (BACS). This means that yourdividend will be in your account on the same day we make the payment.Your tax voucher will be posted to your home address. If you would liketo use this method of payment pleasering the registrars on 0870 6003968.

INDIVIDUAL SAVINGS ACCOUNT (ISA)Lloyds TSB Registrars provide acompany sponsored ISA. For furtherinformation or to receive a copy of the ISA brochure please ring 0870 2424244. Calls are charged atnational rates.

SHARE DEALING SERVICEShare dealing by postLloyds TSB Registrars 0870 24 24 244Barclays Stockbrokers 0845 702 3021Nat West Stockbrokers 0870 600 2050

Share dealing by telephoneStocktrade 0845 840 1533

The availability of these servicesshould not be taken as arecommendation to deal.

CAPITAL GAINS TAXMarket values of shares in thecompany as at 31 March 1982 wereas follows:

‘A’ limited voting sharesof 25p each 103.75p

‘B’ limited sharesof 25p each 103.75p

Whitbread has had discussions with the Inland Revenue concerningthe capital gains tax cost of Whitbreadshares following the reduction ofcapital on 10 May 2001. It is confirmedthat the market value of eachWhitbread share on 10 May 2001 forthese purposes was 606.5 pence and the market value of each Fairbarshare was 230 pence.

SHAREHOLDER BENEFITSDetails of special discounts and offersby Whitbread businesses have beenmailed with this report and furtheroffers are expected to be mailed withthe Interim Statement in November.Any future offers will be subject toreview by the board.

SHAREGIFTIf you have a small number ofWhitbread PLC shares, with a valuethat makes it uneconomic to sell them, you may donate the shares tocharity through the Sharegift schemeoperated by the Orr MackintoshFoundation. Further information onSharegift can be obtained from their website (www.sharegift.org) or by calling 020 7337 0501.

FINANCIAL DIARY – 2002/03

1 MayResults announcement

8 MayEx dividend date for final dividend

10 MayRecord date for final dividend

18 JuneAGM

12 JulyPayment of final dividend

31 AugustHalf year end

29 OctoberAnnouncement of half year results(date under review)

6 NovemberEx dividend date for interim dividend

8 NovemberRecord date

7 January 2003Payment of interim dividend

1 March 2003End of financial year

WH

ITBREAD PLC

ANN

UAL REPO

RT AND

ACCOU

NTS 200

1/02

‘STRONG TRADINGRESULTS,VALUECREATION AND PROMISINGOUTLOOK’

WHITBREAD PLCANNUAL REPORT AND ACCOUNTS 2001/02

Whitbread PLCCityPointOne Ropemaker StreetLondonEC2Y 9HX

www.whitbread.co.uk

Documents

STRONG TRADING RESULTS VALUE CREATION AND PROMISING …/media/Files/W/Whitbread... · 2018. 1. 22. · INDIVIDUAL SAVINGS ACCOUNT (ISA) Lloyds TSB Registrars provide a company sponsored