##### Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 20-F



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| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------



OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------



FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2005



COMMISSION FILE NUMBER: 0-17140



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Tomkins plc

(Exact name of Registrant as specified in its charter)



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England

(Jurisdiction of incorporation or organization)



East Putney House, 84 Upper Richmond Road

London SW15 2ST, United Kingdom

(Address of principal executive offices)



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Securities registered or to be registered pursuant to Section 12(b) of the Act:



|                                                                          |  |                          
|------------------------------------------------------------------------- |  | -------------------------
|Title of each class                                                       |  | Name of each exchange    
|Ordinary Shares, nominal value 5p per share                               |  | New York Stock Exchange *
|                                                                          | 
|American Depositary Shares, each of which represents four Ordinary Shares |  | New York Stock Exchange  



Securities
registered or to be registered pursuant to Section 12(g) of the Act

None.



Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act

None.



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Indicate the number of outstanding shares of
each of the issuers classes of capital or common stock as of the close of the period covered by the Annual Report:



|                                                                         |  |            
|------------------------------------------------------------------------ |  | -----------
|Ordinary Shares, nominal value 5p per share                              |  | 774,495,124
|Convertible Cumulative Preference Shares, nominal value US$ 50 per share |  | 10,462,774 



Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No ̈



If this
report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes ̈No  x



Note  Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 from their obligations under those Sections.



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  x    No ̈



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition
of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

|                           |  |                    |  |                       
|-------------------------- |  | ------------------ |  | ----------------------
|Large accelerated filer  x |  | Accelerated filer ̈ |  | Non-accelerated filer ̈



Indicate by check mark which financial
statement item the Registrant has elected to follow:    Item 17 ̈Item 18  x



If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x



(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)



Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.     Yes ̈No ̈



|* | Not for trading, but only in connection with the registration of American Depositary Shares representing such Ordinary Shares
|- | -----------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

TABLE OF CONTENTS



|         |  |                                                                              |  |     
|-------- |  | ---------------------------------------------------------------------------- |  | ----
|         |  |                                                                              |  | Page
|PART I   |  |                                                                              |  |     
|         |  |                                                                             
|Item 1.  |  | Identity of Directors, Senior Management and Advisers                        |  | 3   
|         |  |                                                                             
|Item 2.  |  | Offer Statistics and Expected Timetable                                      |  | 3   
|         |  |                                                                             
|Item 3.  |  | Key Information                                                              |  | 3   
|         |  |                                                                             
|Item 4.  |  | Information on the Company                                                   |  | 8   
|         |  |                                                                             
|Item 5.  |  | Operating and Financial Review and Prospects                                 |  | 16  
|         |  |                                                                             
|Item 6.  |  | Directors, Senior Management and Employees                                   |  | 31  
|         |  |                                                                             
|Item 7.  |  | Major Shareholders and Related Party Transactions                            |  | 51  
|         |  |                                                                             
|Item 8.  |  | Financial Information                                                        |  | 52  
|         |  |                                                                             
|Item 9.  |  | The Offer and Listing                                                        |  | 53  
|         |  |                                                                             
|Item 10. |  | Additional Information                                                       |  | 55  
|         |  |                                                                             
|Item 11. |  | Quantitative and Qualitative Disclosures about Market Risk                   |  | 60  
|         |  |                                                                             
|Item 12. |  | Description of Securities Other than Equity Securities                       |  | 66  
|         |  |                                                                             
|PART II  |  |                                                                              |  |     
|         |  |                                                                             
|Item 13. |  | Defaults, Dividend Arrearages and Delinquencies                              |  | 67  
|         |  |                                                                             
|Item 14. |  | Material Modifications to the Rights of Security Holders and Use of Proceeds |  | 67  
|         |  |                                                                             
|Item 15. |  | Controls and Procedures                                                      |  | 67  
|         |  |                                                                             
|Item 16. |  | [Reserved]                                                                   |  | 67  
|         |  |                                                                             
|PART III |  |                                                                              |  |     
|         |  |                                                                             
|Item 17. |  | Financial Statements                                                         |  | 69  
|         |  |                                                                             
|Item 18. |  | Financial Statements                                                         |  | 69  
|         |  |                                                                             
|Item 19. |  | Exhibits                                                                     |  | 70  



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##### Table of Contents

In this Annual Report (the Annual Report) on Form 20-F for the Fiscal year ended December 31, 2005
(Fiscal 2005), all references to Tomkins, the Tomkins Group, the Group, the Company, we, us and our include Tomkins plc and its consolidated
subsidiaries, unless the context otherwise requires.



The consolidated
financial statements of Tomkins plc appearing in this Annual Report are presented in US dollars ($) and are prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP).



In this Annual Report, references to US dollars, $,
cents and c are to United States currency, references to pounds sterling, £, pence and p are to British currency and references to Cdn are to Canadian
currency.



Special Note Regarding Forward-Looking Statements



Pursuant to the meaning of forward-looking statements in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the Exchange Act), this Annual Report contains assumptions, anticipations, expectations and forecasts concerning the Companys future business
plans, products, services, financial results, performance, future events and information relevant to our business, industries and operating environments. When used in this document, the words anticipate, believe,
estimate, assume, could, should, expect and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements
reflect the current views of Tomkins with respect to future events and are subject to certain risks, uncertainties and assumptions. The forward-looking statements contained herein represent a good-faith assessment of our future performance for which
we believe there is a reasonable basis. Many factors could cause the actual results, performance or achievements of Tomkins to be materially different from any future results, performance or achievements that may be expressed or implied by such
forward-looking statements, including, among others, adverse changes or uncertainties in general economic conditions in the markets we serve, regulatory developments adverse to us or difficulties we may face in maintaining necessary licenses or
other governmental approvals, changes in the competitive position or introduction of new competitors or new competitive products, lack of acceptance of new products or services by the Companys targeted customers, changes in business strategy,
any management level or large-scale employee turnover, any major disruption in production at our key facilities, adverse changes in foreign exchange rates, and acts of terrorism or war, and various other factors, both referenced and not referenced
in this Annual Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected.
For more discussion of the risks affecting us, please refer to Item 3.D. Key Information  Risk factors.



These forward-looking statements represent our view only as of the date they are made, and we disclaim any obligation to update forward-looking statements contained
herein, except as may be otherwise required by law.



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##### Table of Contents

PART I



Item 1. Identity of Directors, Senior Management and Advisers



Not applicable.



Item 2. Offer Statistics and Expected Timetable

Not applicable.



Item 3. Key Information



A. Selected
financial data



The selected financial data set out below as of and for
the Fiscal years ended December 31, 2005, January 1, 2005, January 3, 2004, the eight-month Transition Period ended December 31, 2002 and for the Fiscal year ended April 30, 2002 has been derived from the audited
consolidated financial statements of the Company, which appear elsewhere in this Form 20-F. The selected financial data as of and for the Fiscal year ended April 30, 2001 has not been subject to audit. The selected financial data set forth
below should be read in conjunction with, and are qualified in their entirety by reference to, such consolidated financial statements and Notes thereto and Item 5  Operating and Financial Review and Prospects.



Consolidated income statement data



|                                                                                             |  |                                    |         |                           |   |         |                              |  |   |                                |   |  |                             |         |   |                             |   |         |   |  |   |         |  
|-------------------------------------------------------------------------------------------- |  | ---------------------------------- | ------- | ------------------------- | - | ------- | ---------------------------- |  | - | ------------------------------ | - |  | --------------------------- | ------- | - | --------------------------- | - | ------- | - |  | - | ------- | -
|                                                                                             |  | Fiscal Year Ended                  |        
|                                                                                             |  | December 31,2005(1) (2) (364 days) |         | January 1,2005 (364 days) |   |         | January 3,2004(3) (368 days) |  |   | December 31,2002(4) (245 days) |   |  | April 30,2002(5) (365 days) |         |   | April 30,2001(6) (366 days) |  
|                                                                                             |  | $ million                          |         | $ million                 |   |         | $ million                    |  |   | $ million                      |   |  | $ million                   |         |   | $ million                   |  
|Net sales                                                                                    |  |                                    | 5,776.0 |                           |   | 5,356.1 |                              |  |   | 4,847.4                        |   |  |                             | 2,981.6 |   |                             |   | 4,374.7 |   |  |   | 4,737.7 |  
|Operating income from continuing operations                                                  |  |                                    | 485.0   |                           |   | 477.1   |                              |  |   | 385.6                          |   |  |                             | 192.0   |   |                             |   | 332.4   |   |  |   | 368.7   |  
|Income from continuing operations before cumulative effect of change in accounting principle |  |                                    | 311.4   |                           |   | 380.2   |                              |  |   | 486.6                          |   |  |                             | 169.9   |   |                             |   | 209.5   |   |  |   | 241.7   |  
|(Loss)/income from discontinued operations, net of taxes                                     |  |                                    |        |                           |   | (13.5   | )                            |  |   | (109.5                         | ) |  |                             | (3.0    | ) |                             |   | (0.7    | ) |  |   | 99.5    |  
|Gain/(loss) on disposal of discontinued operations, net of taxes                             |  |                                    | 1.6     |                           |   | 11.0    |                              |  |   | 49.6                           |   |  |                             | (0.8    | ) |                             |   | 3.2     |   |  |   | (238.5  | )
|Cumulative effect of change in accounting principle, net of taxes                            |  |                                    |        |                           |   |        |                              |  |   |                               |   |  |                             | (47.3   | ) |                             |   | 2.6     |   |  |   |        |  
|                                                                                             |  |                                    |         |                           |   |         |                              |  |   |                                |   |  |                             |         |   |                             |   |         |   |  |   |         |  
|Net income                                                                                   |  |                                    | 313.0   |                           |   | 377.7   |                              |  |   | 426.7                          |   |  |                             | 118.8   |   |                             |   | 214.6   |   |  |   | 102.7   |  
|                                                                                             |  |                                    |         |                           |   |         |                              |  |   |                                |   |  |                             |         |   |                             |   |         |   |  |   |         |  
|                                                                                             |  | $                                  |         | $                         |   |         | $                            |  |   | $                              |   |  | $                           |         |   | $                           |  
|Net income per common share                                                                  |  |                                    |         |                           |   |         |                              |  |   |                                |   |  |                             |         |   |                             |   |         |   |  |   |         |  
|Basic                                                                                        |  |                                    |         |                           |   |         |                              |  |   |                                |   |  |                             |         |   |                             |   |         |   |  |   |         |  
|Income from continuing operations before cumulative effect of change in accounting principle |  |                                    | 0.37    |                           |   | 0.46    |                              |  |   | 0.59                           |   |  |                             | 0.17    |   |                             |   | 0.20    |   |  |   | 0.19    |  
|(Loss)/income from discontinued operations, net of taxes                                     |  |                                    |        |                           |   | (0.02   | )                            |  |   | (0.14                          | ) |  |                             |        |   |                             |   |        |   |  |   | 0.14    |  
|Gain/(loss) on disposal of discontinued operations, net of taxes                             |  |                                    |        |                           |   | 0.01    |                              |  |   | 0.06                           |   |  |                             |        |   |                             |   |        |   |  |   | (0.28   | )
|                                                                                             |  |                                    |         |                           |   |         |                              |  |   |                                |   |  |                             |         |   |                             |   |         |   |  |   |         |  
|Income before cumulative effect of change in accounting principle                            |  |                                    | 0.37    |                           |   | 0.45    |                              |  |   | 0.51                           |   |  |                             | 0.17    |   |                             |   | 0.20    |   |  |   | 0.05    |  
|Cumulative effect of change in accounting principle, net of taxes                            |  |                                    |        |                           |   |        |                              |  |   |                               |   |  |                             | (0.06   | ) |                             |   |        |   |  |   |        |  
|                                                                                             |  |                                    |         |                           |   |         |                              |  |   |                                |   |  |                             |         |   |                             |   |         |   |  |   |         |  
|Net income                                                                                   |  | $                                  | 0.37    |                           | $ | 0.45    |                              |  | $ | 0.51                           |   |  | $                           | 0.11    |   |                             | $ | 0.20    |   |  | $ | 0.05    |  
|                                                                                             |  |                                    |         |                           |   |         |                              |  |   |                                |   |  |                             |         |   |                             |   |         |   |  |   |         |  
|Diluted                                                                                      |  |                                    |         |                           |   |         |                              |  |   |                                |   |  |                             |         |   |                             |   |         |   |  |   |         |  
|Income from continuing operations before cumulative effect of change in accounting principle |  |                                    | 0.36    |                           |   | 0.43    |                              |  |   | 0.51                           |   |  |                             | 0.17    |   |                             |   | 0.20    |   |  |   | 0.19    |  
|(Loss)/income from discontinued operations, net of taxes                                     |  |                                    |        |                           |   | (0.01   | )                            |  |   | (0.12                          | ) |  |                             |        |   |                             |   |        |   |  |   | 0.14    |  
|Gain/(loss) on disposal of discontinued operations, net of taxes                             |  |                                    |        |                           |   | 0.01    |                              |  |   | 0.06                           |   |  |                             |        |   |                             |   |        |   |  |   | (0.28   | )
|                                                                                             |  |                                    |         |                           |   |         |                              |  |   |                                |   |  |                             |         |   |                             |   |         |   |  |   |         |  
|Income before cumulative effect of change in accounting principle                            |  |                                    | 0.36    |                           |   | 0.43    |                              |  |   | 0.45                           |   |  |                             | 0.17    |   |                             |   | 0.20    |   |  |   | 0.05    |  
|Cumulative effect of change in accounting principle, net of taxes                            |  |                                    |        |                           |   |        |                              |  |   |                               |   |  |                             | (0.05   | ) |                             |   |        |   |  |   |        |  
|                                                                                             |  |                                    |         |                           |   |         |                              |  |   |                                |   |  |                             |         |   |                             |   |         |   |  |   |         |  
|Net income                                                                                   |  | $                                  | 0.36    |                           | $ | 0.43    |                              |  | $ | 0.45                           |   |  | $                           | 0.12    |   |                             | $ | 0.20    |   |  | $ | 0.05    |  
|                                                                                             |  |                                    |         |                           |   |         |                              |  |   |                                |   |  |                             |         |   |                             |   |         |   |  |   |         |  

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|(1) | Tomkins acquired Milcor Inc on January 27, 2005, L.E. Technologies on March 18,
2005, Eifeler Maschinenbau GmbH on July 1, 2005, and NRG Industries Inc. on September 23, 2005.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Tomkins adopted SFAS 123R using the modified prospective method with an effective date of
January 2, 2005.
|--- | ----------------------------------------------------------------------------------------------------------

|(3) | Tomkins acquired Stackpole Limited on June 18, 2003.
|--- | ----------------------------------------------------

|(4) | Change in accounting principle relates to Tomkins transitional adjustment in respect of the adoption of SFAS No. 142 on May 1, 2002.
|--- | ------------------------------------------------------------------------------------------------------------------------------------

|(5) | Change in accounting principle relates to Tomkins transitional adjustment in respect of the adoption of SFAS No. 133 on May 1, 2001.
|--- | ------------------------------------------------------------------------------------------------------------------------------------

|(6) | The sale of the Food Manufacturing business segment was completed on August 31, 2000.
|--- | -------------------------------------------------------------------------------------



3



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##### Table of Contents

Consolidated income statement data (continued)



|                                                                  |  |                                    |  |                           |  |                              |  |                                |  |                            |  |                           
|----------------------------------------------------------------- |  | ---------------------------------- |  | ------------------------- |  | ---------------------------- |  | ------------------------------ |  | -------------------------- |  | --------------------------
|                                                                  |  | Fiscal Year Ended                 
|                                                                  |  | December 31,2005(1) (2) (364 days) |  | January 1,2005 (364 days) |  | January 3,2004(3) (368 days) |  | December 31,2002(4) (245 days) |  | April 30,2002(5) (365days) |  | April 30,2001(6) (366days)
|                                                                  |  |                                    |  | $                         |  | $                            |  | $                              |  | $                          |  | $                         
|Net income per common share (continued)                           |  |                                    |  |                           |  |                              |  |                                |  |                            |  |                           
|Net income per ADS (5)                                            |  |                                    |  |                           |  |                              |  |                                |  |                            |  |                           
|Basic                                                             |  | 1.48                               |  | 1.80                      |  | 2.04                         |  | 0.44                           |  | 0.80                       |  | 0.40                      
|Diluted                                                           |  | 1.44                               |  | 1.72                      |  | 1.80                         |  | 0.48                           |  | 0.80                       |  | 0.40                      
|                                                                  | 
|                                                                  |  | Number (in thousands)             
|Average number of ordinary shares outstanding (000)  basic      |  | 771,427                            |  | 770,717                   |  | 771,037                      |  | 770,927                        |  | 773,464                    |  | 857,686                   
|Average number of ordinary shares outstanding (000)  diluted(6) |  | 876,141                            |  | 877,299                   |  | 953,989                      |  | 996,607                        |  | 774,017                    |  | 857,712                   



Consolidated balance sheet data



|                                     |  |                  |  |                |  |                 |  |                  |  |               |  |              
|------------------------------------ |  | ---------------- |  | -------------- |  | --------------- |  | ---------------- |  | ------------- |  | -------------
|                                     |  | As of           
|                                     |  | December 31,2005 |  | January 1,2005 |  | January 3, 2004 |  | December 31,2002 |  | April 30,2002 |  | April 30,2001
|                                     |  | $ million        |  | $ million      |  | $ million       |  | $ million        |  | $ million     |  | $ million    
|Total assets                         |  | 5,783.3          |  | 5,736.0        |  | 5,462.6         |  | 5,202.6          |  | 5,250.8       |  | 5,501.6      
|Ordinary share capital (restated(9)) |  | 55.7             |  | 55.6           |  | 55.5            |  | 55.5             |  | 55.4          |  | 56.2         
|Shareholders equity                 |  | 3,034.4          |  | 2,923.1        |  | 2,697.0         |  | 2,412.5          |  | 2,555.7       |  | 2,606.9      
|Net assets                           |  | 3,117.7          |  | 3,003.9        |  | 2,756.6         |  | 3,095.7          |  | 3,227.2       |  | 3,294.8      

---

|(1) | Tomkins acquired Milcor Inc on January 27, 2005, L.E. Technologies on March 18,
2005, Eifeler Maschinenbau GmbH on July 1, 2005, and NRG Industries Inc. on September 23, 2005.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Tomkins adopted SFAS 123R using the modified prospective method with an effective date of
January 2, 2005.
|--- | ----------------------------------------------------------------------------------------------------------

|(3) | Tomkins acquired Stackpole Limited on June 18, 2003.
|--- | ----------------------------------------------------

|(4) | Change in accounting principle relates to Tomkins transitional adjustment in respect of the adoption of SFAS No. 142 on May 1, 2002.
|--- | ------------------------------------------------------------------------------------------------------------------------------------

|(5) | Change in accounting principle relates to Tomkins transitional adjustment in respect of the adoption of SFAS No. 133 on May 1, 2001.
|--- | ------------------------------------------------------------------------------------------------------------------------------------

|(6) | The sale of the Food Manufacturing business segment was completed on August 31, 2000.
|--- | -------------------------------------------------------------------------------------

|(7) | Net income and dividend per ADS is calculated per Ordinary Share multiplied by four, as discussed in Item 9.C. Markets.
|--- | -------------------------------------------------------------------------------------------------------------------------

|(8) | In Fiscal year ended April 30, 2002, the preference shares were anti-dilutive and were therefore excluded from the calculation.
|--- | -------------------------------------------------------------------------------------------------------------------------------

|(9) | Subsequent to the issuance of the Companys consolidated financial statements for fiscal 2004, management determined that certain shareholders equity
accounts were translated from the Companys functional currency to the reporting currency using current exchange rates rather than historical exchange rates. As a result, the consolidated statement of changes in shareholders equity for
fiscal 2004 and fiscal 2003 and the consolidated balance sheets as at January 1, 2005 and January 3, 2004 have been restated from the amounts previously reported. The restatement did not have any impact on the Companys previously
reported net income, total shareholders equity or cash flows.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Dividends



The Company has paid cash dividends on its ordinary
shares, nominal value 5p per share (Ordinary Shares), in respect of every Fiscal year since being first listed on the London Stock Exchange Limited (the London Stock Exchange) in 1950.



Dividends are paid to shareholders as of record dates that are fixed after consultation
between the Company and the London Stock Exchange. For the year ended December 31, 2005, an interim dividend was declared by the Board of Directors (the Board) in August 2005 and was paid in November 2005. A final dividend was
recommended by the Board following the end of the Fiscal year and is subject to approval by the shareholders at the Companys annual general meeting. The final dividend will be paid on 31 May 2006. In normal circumstances we expect
dividend payments to follow the same pattern in future years and anticipate the weighting of these payments to be approximately 40 percent for the interim dividend and 60 percent for the final dividend.



The table below sets forth the amounts of interim, final and total dividends paid in respect
of each Fiscal year indicated and the Transition Period ending December 31, 2002. The amounts are shown in US cents per Ordinary Share and in US cents per American Depositary Share (each representing four Ordinary Shares). These have been
translated from sterling at the Noon Buying Rate on each of the respective payment dates for such interim and final dividends.



|                                   |  |                             |  |                  |     |  |       |  |       |  |         |  |               |     |  |       |  |      
|---------------------------------- |  | --------------------------- |  | ---------------- | --- |  | ----- |  | ----- |  | ------- |  | ------------- | --- |  | ----- |  | -----
|Fiscal Year Ended                  |  | Cents per Ordinary Share(1) |  | Cents per ADS(1)
|                                   |  | Interim                     |  | SecondInterim    |     |  | Final |  | Total |  | Interim |  | SecondInterim |     |  | Final |  | Total
|April 30, 2001                     |  | 6.62                        |  |                 |     |  | 10.95 |  | 17.57 |  | 26.46   |  |              |     |  | 43.79 |  | 70.25
|April 30, 2002                     |  | 6.58                        |  |                 |     |  | 11.58 |  | 18.16 |  | 26.33   |  |              |     |  | 46.30 |  | 72.63
|May 1, 2002  December 31, 2002(2) |  | 7.13                        |  | 5.27             | (2) |  |      |  | 12.40 |  | 28.52   |  | 21.08         | (2) |  |      |  | 49.60
|January 3, 2004                    |  | 7.70                        |  |                 |     |  | 13.12 |  | 20.82 |  | 30.80   |  |              |     |  | 52.49 |  | 83.29
|January 1, 2005                    |  | 8.96                        |  |                 |     |  | 14.15 |  | 23.11 |  | 35.84   |  |              |     |  | 56.60 |  | 92.44
|December 31, 2005                  |  | 8.80                        |  |                 |     |  | 14.56 |  | 23.36 |  | 35.20   |  |              |     |  | 58.24 |  | 93.44

---

|(1) | Translated at the noon buying rate on the date the dividend was paid.
|--- | ---------------------------------------------------------------------

|(2) | The Companys Fiscal year end changed from April 30 to December 31 with effect
for the year ended December 31, 2002. The change to our accounting reference date gave rise to an eight-month accounting period, which represented two-thirds of a normal twelve-month accounting period. In accordance with market practice in
these circumstances, the Board elected to declare two interim dividends in lieu of an interim and a final dividend.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



4



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The Company expects to continue to pay dividends in the future. The total amounts of future dividends will be determined
by the Board and will depend on the Companys results of operations, cash flow, financial and economic conditions and other factors.

Cash dividends
are paid by the Company in pounds sterling, and fluctuations in the exchange rate between pounds sterling and US dollars will affect the US dollar amounts received by holders of American Depository Receipts (ADRs) upon conversion by The
Bank of New York (the Depositary) of such dividends. Moreover, fluctuations in the exchange rates between the pound sterling and the US dollar will affect the dollar equivalents of the pound sterling price of the Ordinary Shares on the
London Stock Exchange and, as a result, are likely to affect the market prices of the American Depositary Shares (ADSs) in the United States. For a discussion of the historic effects of exchange rate fluctuations on the Companys
financial condition and results of operations, see Item 11 Quantitative and Qualitative Disclosures about Market Risk and Note 15 to the consolidated financial statements.



B. Capitalization and indebtedness



Not applicable.



C. Reasons for the offer and use of proceeds



Not applicable.



D. Risk factors



This document contains certain forward-looking statements, which involve risk and uncertainty as they relate to future events and circumstances. Our business is affected by a number of factors, not all of which are in
Tomkins control. This section highlights specific areas where Tomkins is particularly sensitive to business risk. Our financial condition or results of operations could be materially adversely affected by any of these risks. Additional risks
not currently known to us, or risks that we currently regard as immaterial could also have a material adverse effect on our financial condition or results of operations.



As a part of the planning, control and performance management framework of the Group, each business considers strategic, operational,
commercial and financial risks and identifies risk mitigation actions. The Group has categorized the foregoing risks as those relating to:



| |  |  | the markets within which the Group operates;
| | - |  | --------------------------------------------



| |  |  | the competitive position of the Group and its businesses; and
| | - |  | -------------------------------------------------------------



| |  |  | the financial position of the Group
| | - |  | -----------------------------------



Risk can be considered either as downside risk, the risk that something can go wrong and result in a financial loss or financial exposure for the Group, or volatility
risk. Volatility risk is the risk associated with uncertainty, which means there may be an opportunity for financial gain as well as potential for loss.



Risks relating to the markets within which the Group operates



There are a number of risks in the markets in which we operate which could have a material adverse effect on our business, financial condition or results of operations.



Cyclical nature of the markets  Our sales
are to markets where the demand is ultimately affected by consumer spending and consumer preferences.



Improvement in vehicle component life  The greater quality, performance and reliability of the components we manufacture improves
service life and could affect demand in the aftermarket business segment



Regulatory environment  In the industries in which we operate we are subject to a variety of environmental regulations, particularly relating to waste water discharges, air emissions, solid waste
management and hazardous chemical disposal.



Operations
in foreign and emerging markets  We operate principally in the automotive, industrial and construction related markets in a number of geographic regions of the world, including emerging markets. Operations in emerging markets may
present additional risks.



Customer demand
 Our Industrial & Automotive business group is directly impacted by global automotive production. The automotive industry is characterized by overcapacity and fierce competition. In North America it is also affected by significant
pension and healthcare liabilities. North American automobile manufacturers have recently announced production cuts for a number of platforms.



Risks relating to the competitive position of the Group and its businesses



There are a number of risks to our competitive position which could have a material adverse effect on our business, financial condition of
results of operations.



Industry consolidation may result
in more powerful competitors and fewer customers  Some of our customers and some of our competitors in a number of our markets, especially in the automotive aftermarket, and to a lesser extent in the markets of the Air Systems
Components group, are consolidating to achieve greater scale or market share. Such changes could affect our customers and their relationship with us. As our customers become larger and more concentrated, they could exert pricing pressure on all
suppliers, including ourselves.



Revenues are generated
from 10 major customers in the Industrial & Automotive business  24.4 percent of our total revenues come from the top ten customers of our Industrial & Automotive business.



Price reductions by automotive customers  21.1 percent
of our sales are to original equipment manufacturers. It is normal practice for such customers to seek reductions in their costs from their suppliers over the duration of any committed supply arrangement. To meet any such requests for price
reductions whilst maintaining our profit margins, we have to achieve corresponding cost savings in our business by strategic sourcing of raw materials and by improving production and manufacturing efficiencies.



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##### Table of Contents

Increased competition from low cost producers  Manufacturers in the developed
economies of the world are increasingly facing competition from low cost sources in the developing economies of the world.



Increasing raw material and energy costs Steel, aluminum, oil based resins and energy are a significant part of our cost structure
and increases in these costs may impact competitiveness.



Reliance on certain raw materials and suppliers of key components  Our productive processes do require certain raw materials and components and arrangements are in place to ensure continuity of supply. Failure to obtain
adequate and timely supplies may impact our ability to service our customers.



Dependence on our strong relationships with manufacturers representatives, distributors and wholesalers  Deterioration in the relationships with manufacturers representatives,
distributors and wholesalers or a change in our products route to market could affect sales.



Product liability claims due to the nature of our products  We face an inherent business risk of exposure to product liability claims
in the event that a failure of a product results in, or is alleged to result in, bodily injury, property damage or consequential loss.



Technological changes  The markets for our products and services are characterized by evolving industry standards and changing
technology which may lead to commoditization of our products. Continual development of advanced technologies for new products and product enhancements is an important way in which we maintain acceptable pricing levels.



Dependence on the continued operation of our manufacturing
facilities  Our manufacturing facilities are located principally in the United States and Europe. A major disruption of our critical manufacturing facilities could result in significant interruption of our business and potential loss
of customers and sales.



Capacity, reliability and
security of our computer hardware, software and telecommunications infrastructure  We currently secure our networks by means of back up, hardware, virus protection and other measures, but any systems interruption could lead to a
reduction in performance or loss of services. A breach of network security could result in reduced revenues and could have an adverse effect on our businesses, financial condition or results from operations. Our systems are vulnerable to damage or
interruption caused by human error, network failure, natural disasters, sabotage, computer viruses and similar disruptive events.



Intellectual property rights  Our proprietary technology is protected by patents and trade secrets which could be at risk if:



| |  |  | competitors are able to develop similar technology independently;
| | - |  | -----------------------------------------------------------------



| |  |  | our patent applications are not approved;
| | - |  | -----------------------------------------



| |  |  | steps taken to prevent misappropriation or infringement of our intellectual property are not successful; or
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | we do not adequately protect our intellectual property.
| | - |  | -------------------------------------------------------



Trade unions or other employment organizations  Some of our employees are members of trade unions and over many years we have been
able to maintain successful relationships with the unions and employment organizations.



Financial Risks



There are certain financial risks that could
have a material adverse effect on our business, financial condition or results of operations.



Cash flow from subsidiaries  Tomkins plc is a holding company with no independent operations or significant assets other than investments in, and advances to, subsidiaries. Accordingly, it depends
upon the receipt of sufficient funds from its subsidiaries to meet its obligations, including its ability to repay any amounts it borrows under its Medium Term Note program or to pay its dividends. The ability of Tomkins plc to access that cash flow
may be limited in some circumstances.



Pension
plans  We operate both defined benefit and defined contribution pension plans, the majority of which are in the United States of America and the United Kingdom. The schemes were in deficit by $315.2 million as at 31 December 2005.
Deterioration in asset prices or changes to long-term interest rates could lead to an increase in the deficit or give rise to an additional funding requirement.



Health care and workers compensation  Healthcare and workers compensation are provided by certain US
subsidiaries to current and former employees. Healthcare costs in the USA are increasing at a faster rate than general cost inflation and these cost increases have to be absorbed in the business.



Tax cash outflows  Tomkins operates within multiple tax
jurisdictions and is subject to audit in those jurisdictions. These audits can involve complex issues, which may require an extended period of time for resolution. Although provision has been made for such issues the ultimate resolution may result
in tax cash outflows.



Funding growth  We
may require capital to expand our business, implement our strategic initiatives and remain competitive. At present, our established sources of funding are through equity, corporate bond markets (through the Medium Term Note program) bank debt and
cash flow from operations. We believe that the sources of funding currently available will be sufficient to fund our operations. If our plans or assumptions regarding our funding requirements change, however, we may need to seek other sources of
financing, such as additional lines of credit with commercial banks or vendors or public financing, or to renegotiate existing bank facilities.



Bondholders rights  We have a Euro Medium Term Note Program under which Tomkins may issue bonds. Our bondholders have the right
to require us to redeem our outstanding bonds at par, in the event of a change of control of Tomkins plc and also in the event that our credit rating falls below investment grade as a result of us making either acquisitions or disposals that
comprise more than 25% of the groups operating profits in a twelve calendar month period.



Fluctuations in currency exchange rates  We have manufacturing facilities in, and sell products to, many countries worldwide. The
principal currencies in which we trade are US dollars, Canadian dollars, Euros and pounds sterling. Currency exchange movements can give rise to the following risks:



| |  |  | Transaction risk this arises where sales or purchases are denominated in foreign currencies and exchange rates can change between entering into a purchase or sale
commitment and completing the transaction;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Translation risk  this arises where the currency in which the results of an entity are reported differs from the underlying currency in which business is transacted;
and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Economic risk  this arises where the manufacturing cost base of a business is denominated in a currency different from the currency of the market into which the
products are sold.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Risks related to the securities market and ownership of ADSs and registered shares



Holders of ADSs may be restricted in their ability to exercise voting
rightsHolders of ADSs will generally have the right under the deposit agreement to instruct the Depositary to exercise their voting rights for the registered shares represented by ADSs. At our request, the Depositary will mail
to holders of ADSs any notice of any shareholders meeting received from us together with information explaining how to instruct the Depositary to exercise the voting rights of the securities represented by ADSs. If the Depositary receives
voting instructions for a holder of ADSs on a timely basis, it is obligated to endeavor to vote the securities representing the holders ADSs in accordance with those voting instructions. The ability of the Depositary to carry out voting
instructions, however, may be limited by practical limitations, such as time zone differences and delays in mailing.



ADS holders may be unable to participate in rights offerings and similar transactions in the futureUS securities laws may
restrict the ability of US persons who hold ADSs to participate in certain rights offerings or share or warrant dividend alternatives which we may undertake in the future in the event we are unable to, or choose not to, register those securities
under the US securities laws and are unable to rely on an exemption from registration under these laws. If we issue any securities of this nature in the future, we may issue such securities to the Depositary for the ADSs, which may sell those
securities for the benefit of the holders of the ADSs. We cannot offer any assurance as to the value, if any, the Depositary would receive upon the sale of those securities.



7



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##### Table of Contents

Item 4. Information on the Company



A.
History and development of the Company



General



Tomkins plc was incorporated in England in 1925, converted from a private company into a
public company in March 1950 and re-registered as a public limited company in February 1982. The Companys Ordinary Shares are listed on the London Stock Exchange and have been listed on the New York Stock Exchange (the NYSE) in the
form of ADSs evidenced by ADRs since February 1995. Prior to listing on the NYSE, the ADSs had been quoted on the Nasdaq National Market since November 1988. Tomkins plc is registered in England and Wales No. 203531. Its registered office is
East Putney House, 84 Upper Richmond Road, London SW15 2ST (Telephone: +44 (0) 20 8871 4544).



Tomkins is the ultimate parent of a large number of subsidiaries that are organized into two business groups;



Industrial & Automotive



The Industrial & Automotive group manufactures a wide range of systems and components for the industrial and automotive markets through five
business segments, Power Transmission, Fluid Power, Fluid Systems, Wiper Systems and Other Industrial & Automotive. The group sells globally into the automotive original equipment market, the automotive aftermarket, the industrial original
equipment market and the industrial aftermarket. Other markets include the recreational vehicle market and the manufactured housing market. Its brands include Gates, Dexter Axle, Trico and Schrader Electronics.



Building Products



The Building Products group manufactures a wide range of air handling
components, bathware, doors and windows and other building components for the residential and commercial construction industries through the two business areas of Air Systems Components and Other Building Products. The groups principal markets
are the residential, industrial and commercial construction markets. Other markets include the recreational vehicle and manufactured housing market.



As of January 2, 2005, the Company realigned the structure of its internal organization to reflect the changing focus of its operations. The two business groups of
Industrial & Automotive and Building Products replaced the three groups of Industrial & Automotive, Air Systems Components and Engineered & Construction Products.



Trailer Axles and Material Handling were re-categorized from the former Engineered &
Construction Products group into the Industrial & Automotive group, as both companies largely serve industrial markets and the Building Products group was established to include Air Systems Components and the remaining businesses that were
formerly part of Engineered & Construction Products, Lasco and Doors and Windows.



The Tomkins group is geographically diverse, operating 132 manufacturing facilities and 8 research and development facilities in 21 different countries across the Americas, Europe, Asia, and Australia.



The Industrial & Automotive business operates in all 21 countries while Building
Products is located in the United States, the UK and Asia. Overall, 66.7 percent of revenue in fiscal 2005 came from the United States, 15.0 percent from Europe and 18.3 percent from the rest of the world.



Our sales are to the following end markets:



|                              |  |                           |  
|----------------------------- |  | ------------------------- | -
|                              |  | Percentage of total sales |  
|Automotive original equipment |  | 21.1                      | %
|Automotive aftermarket        |  | 21.3                      | %
|Industrial original equipment |  | 16.3                      | %
|Industrial aftermarket        |  | 11.1                      | %
|Residential construction      |  | 12.0                      | %
|Non residential construction  |  | 12.7                      | %
|Other markets                 |  | 5.5                       | %



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##### Table of Contents

History



In fiscal 1984, Tomkins was a manufacturer and distributor of buckles and fasteners in the United Kingdom with net sales of $34.6 million. In the late 1980s the Group
made a number of acquisitions of engineering companies in both the United Kingdom and the United States. In 1992 Tomkins diversified into Food Manufacturing, with the acquisition of the United Kingdom based Ranks Hovis McDougall plc.



In fiscal 1996 the Group established the Industrial & Automotive business group,
with the acquisition of The Gates Corporation for $1,160 million. This was satisfied by the issue of $633.4 million of 4.344 percent (net) redeemable convertible cumulative preference shares and $526.6 million of 5.56 percent (net) convertible
cumulative perpetual preference shares. Stant Corporation was added to this group in 1997 and ACD Tridon in 1999.



The redeemable convertible preference shares, issued as part consideration for the acquisition of The Gates Corporation, were redeemed in August 2003.



Between 1999 and 2005 a number of add on acquisitions have been made in the
Industrial & Automotive and Building Products business groups, the Food Manufacturing business was sold and a number of divestments were made as part of a program to dispose of non-core businesses.



Principal acquisitions, disposals, and capital expenditures



This section should be read in conjunction with Item 5. Operating and Financial
Review and Prospects and with Notes 5 and 6 to the consolidated financial statements.



Acquisitions and disposals



All of the
disposals mentioned below were disposed of as part of our program to dispose of all non-core businesses.



Fiscal 2005



In fiscal 2005 Unified
Industries, Inc, the Air Springs division and the business and assets of the North American Curved Hose business were sold. All of these disposals were part of the Industrial & Automotive group. In the Building Products group the business
and assets of Gutter Helmet, part of the Hart & Cooley residential construction business was sold.



Acquisitions in the year included L.E. Technologies, a recreational vehicle frame manufacturer and Eifeler Maschinenbau GmbH (EMB), a manufacturer of high-performance hydraulic tube fittings, adapters and
accessories. Both of these have been included in the Industrial & Automotive group. The Building Products group acquired Milcor Inc, a multi-brand manufacturer of building products and NRG Industries Inc., a multi brand manufacturer of
commercial building accessories.



Fiscal 2004



In fiscal 2004 Tomkins completed its exit from the valves, taps and mixers business with the
disposal of the business and assets of Hattersley Newman Hender, and Pegler. In addition Mayfran International Inc. was sold. All of these disposals were included in the Engineered & Construction Products group. In the Industrial &
Automotive group, the sale of the European curved hose business in Nevers, France, was completed in November 2004 and the related closure of the European curved hose business in St Just, Spain was also completed in the year.



Acquisitions in the year included the polyurethane power transmission and motion control belt
business, assets and liabilities of Mectrol Corporation, which has been included in the Industrial & Automotive group. This acquisition brings a new technology to the Power Transmission business, extending the business groups product
and customer base.



Fiscal 2003



The Company acquired the business, assets and liabilities of Stackpole Limited in June 2003.
The acquisition, which added to the Industrial & Automotive group, brought the Company expertise in powder metal and engineered components for the automotive powertrain.



During the year Tomkins sold Gates Formed-Fibre Products, Inc. from the Industrial and Automotive group. The business and assets of Milliken
Valve Company Inc. and the Groups 62.4% investment in the business and assets of Cobra Investments (Pty) Limited were divested from the Engineered and Construction Products group.



Recent events



On March 1, 2006 the Building Products group acquired Selkirk Americas, LP, a manufacturer of chimney, venting and air distribution products for commercial and
residential applications.



Capital expenditures



Due to the diverse nature of the business, there is no individual item of capital
expenditure which has had a material impact on the position of the Company.



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##### Table of Contents

B. Business overview



Segment contribution to net sales and operating income before restructuring initiatives



The contribution of each segment to the Companys net sales and operating income is set out below.



Prior to fiscal 2005, the Company prepared its home country consolidated financial statements
in accordance with United Kingdom generally accepted accounting principles (UK GAAP). During fiscal 2005, the Company adopted International Financial Reporting Standards (IFRS) adopted for use in the European Union with a
transition date of January 4, 2004. Accordingly, the Companys home country consolidated financial statements for fiscal 2004 that were previously reported in accordance with UK GAAP were restated in accordance with IFRS.



SFAS131 Disclosures about Segments of an Enterprise and Related Information
requires segment information provided in financial statements to reflect the information that was provided to the chief operating decision maker for purposes of making decisions about allocating resources within the Company and assessing the
performance of each segment. The chief operating decision maker bases such decisions on operating income before restructuring initiatives and operating net assets. During fiscal 2005, the information provided to the chief operating decision maker
was prepared in accordance with IFRS, and during fiscal 2004 and fiscal 2003 it was prepared in accordance with UK GAAP. Accordingly, the segment information presented below for fiscal 2005 is prepared in accordance with IFRS and that for fiscal
2004 and fiscal 2003 is prepared in accordance with UK GAAP. To assist comparison of segment information for fiscal 2005 with that for fiscal 2004, management has additionally presented segment information for fiscal 2004 prepared in accordance with
IFRS.



The Companys reportable segments are based upon the nature of
their products and services.



|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|----------------------------------------------------- |  | ------------------------------------ | - |  | ---------------------------------- | - |  | ---------------------------------- | - |  | ---------------------------------- | -
|                                                      |  | IFRS                                 |   |  | UK GAAP                            |  
|Analysis by business segment (UK GAAP)                |  | Year endedDecember 31, 2005$ million |   |  | Year endedJanuary 1, 2005$ million |   |  | Year endedJanuary 1, 2005$ million |   |  | Year endedJanuary 3, 2004$ million |  
|Net sales                                             |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|Industrial & Automotive                               |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|Power Transmission                                    |  | 1,761.0                              |   |  | 1,668.1                            |   |  | 1,668.1                            |   |  | 1,451.9                            |  
|Fluid Power                                           |  | 650.0                                |   |  | 591.0                              |   |  | 591.0                              |   |  | 501.1                              |  
|Wipers                                                |  | 424.9                                |   |  | 463.1                              |   |  | 463.1                              |   |  | 463.3                              |  
|Fluid Systems                                         |  | 418.1                                |   |  | 416.3                              |   |  | 416.3                              |   |  | 361.7                              |  
|Other Industrial & Automotive                         |  | 919.4                                |   |  | 845.8                              |   |  | 845.8                              |   |  | 834.9                              |  
|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|                                                      |  | 4,173.4                              |   |  | 3,984.3                            |   |  | 3,984.3                            |   |  | 3,612.9                            |  
|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|Building Products                                     |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|Air Systems Components                                |  | 881.3                                |   |  | 772.3                              |   |  | 772.3                              |   |  | 730.3                              |  
|Other Building Products                               |  | 723.3                                |   |  | 673.3                              |   |  | 673.3                              |   |  | 668.1                              |  
|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|                                                      |  | 1,604.6                              |   |  | 1,445.6                            |   |  | 1,445.6                            |   |  | 1,398.4                            |  
|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|Discontinued operations                               |  |                                     |   |  |                                   |   |  | 11.3                               |   |  | 125.7                              |  
|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|                                                      |  | 5,778.0                              |   |  | 5,429.9                            |   |  | 5,441.2                            |   |  | 5,137.0                            |  
|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|Operating income, before restructuring initiatives(1) |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|Industrial & Automotive                               |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|Power Transmission                                    |  | 234.8                                |   |  | 250.3                              |   |  | 254.1                              |   |  | 225.0                              |  
|Fluid Power                                           |  | 66.6                                 |   |  | 62.3                               |   |  | 54.4                               |   |  | 29.3                               |  
|Wipers                                                |  | 19.6                                 |   |  | 27.6                               |   |  | 20.8                               |   |  | 33.8                               |  
|Fluid Systems                                         |  | 31.0                                 |   |  | 43.8                               |   |  | 44.4                               |   |  | 38.2                               |  
|Other Industrial & Automotive                         |  | 110.6                                |   |  | 86.4                               |   |  | 52.4                               |   |  | 47.1                               |  
|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|                                                      |  | 462.6                                |   |  | 470.4                              |   |  | 426.1                              |   |  | 373.4                              |  
|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|Building Products                                     |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|Air Systems Components                                |  | 90.8                                 |   |  | 86.9                               |   |  | 86.2                               |   |  | 69.0                               |  
|Other Building Products                               |  | 51.9                                 |   |  | 41.4                               |   |  | 38.5                               |   |  | 39.4                               |  
|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|                                                      |  | 142.7                                |   |  | 128.3                              |   |  | 124.7                              |   |  | 108.4                              |  
|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|Central costs(2)                                      |  | (45.2                                | ) |  | (43.1                              | ) |  | (43.3                              | ) |  | (39.1                              | )
|Discontinued operations                               |  |                                     |   |  |                                   |   |  | 0.2                                |   |  | 0.5                                |  
|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|                                                      |  | 560.1                                |   |  | 555.6                              |   |  | 507.7                              |   |  | 443.2                              |  
|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  



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|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|----------------------------------------------------- |  | ------------------------------------ | - |  | ---------------------------------- | - |  | ---------------------------------- | - |  | ---------------------------------- | -
|                                                      |  | IFRS                                 |   |  | UK GAAP                            |  
|Reconciliation of segmental information to US GAAP    |  | Year endedDecember 31, 2005$ million |   |  | Year endedJanuary 1, 2005$ million |   |  | Year endedJanuary 1, 2005$ million |   |  | Year endedJanuary 3, 2004$ million |  
|Net sales                                             |  | 5,778.0                              |   |  | 5,429.9                            |   |  | 5,441.2                            |   |  | 5,137.0                            |  
|Discontinued operations                               |  | (2.0                                 | ) |  | (73.8                              | ) |  | (85.1                              | ) |  | (289.6                             | )
|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|Net sales (US GAAP)                                   |  | 5,776.0                              |   |  | 5,356.1                            |   |  | 5,356.1                            |   |  | 4,847.4                            |  
|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|Operating income before restructuring costs           |  | 560.1                                |   |  | 555.6                              |   |  | 507.7                              |   |  | 443.2                              |  
|Restructuring costs                                   |  | (36.9                                | ) |  | (37.4                              | ) |  | (31.9                              | ) |  | (58.5                              | )
|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|Operating income                                      |  | 523.2                                |   |  | 518.2                              |   |  | 475.8                              |   |  | 384.7                              |  
|Reclassifications                                     |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|-Discontinued operations                              |  |                                     |   |  | 6.8                                |   |  | 6.6                                |   |  | 21.9                               |  
|-Gain on disposal of continuing operations            |  | 19.1                                 |   |  | 5.7                                |   |  | 5.7                                |   |  | 0.7                                |  
|-Associates                                           |  | (1.2                                 | ) |  | (1.5                               | ) |  | (1.9                               | ) |  | (1.5                               | )
|Accounting differences:                               |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|-Goodwill impairment                                  |  |                                     |   |  |                                   |   |  |                                   |   |  | (12.5                              | )
|-Acquired intangibles amortization                    |  | (5.1                                 | ) |  | (5.3                               | ) |  | (5.3                               | ) |  | (2.6                               | )
|-Product development costs                            |  | (0.7                                 | ) |  |                                   |   |  |                                   |   |  |                                   |  
|-Restructuring expenses                               |  | (0.9                                 | ) |  | (0.9                               | ) |  | (2.2                               | ) |  | 3.4                                |  
|-Capitalized interest                                 |  | (4.2                                 | ) |  | (3.5                               | ) |  | (3.5                               | ) |  | (3.1                               | )
|-Inventory                                            |  | (8.5                                 | ) |  | (1.6                               | ) |  | (1.6                               | ) |  | (4.4                               | )
|-Post retirement benefits                             |  | (34.2                                | ) |  | (44.8                              | ) |  | 0.9                                |   |  | 5.5                                |  
|-Share-based compensation                             |  | (2.5                                 | ) |  | 4.0                                |   |  | 2.6                                |   |  | (6.5                               | )
|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  
|Operating income from continuing operations (US GAAP) |  | 485.0                                |   |  | 477.1                              |   |  | 477.1                              |   |  | 385.6                              |  
|                                                      |  |                                      |   |  |                                    |   |  |                                    |   |  |                                    |  

---

|(1) | Operating income before restructuring initiatives under UK GAAP in fiscal 2004 is stated
before goodwill amortization of $22.8 million (Fiscal 2003  $19.4 million). Goodwill amortisation is not recognised under IFRS.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes the cost of the corporate center, which carries out corporate functions for the
Company as a whole.
|--- | ------------------------------------------------------------------------------------------------------------



|                                          |  |                                      |  |                                    |  |                                   
|----------------------------------------- |  | ------------------------------------ |  | ---------------------------------- |  | ----------------------------------
|Analysis by geographical origin (US GAAP) |  | Year endedDecember 31, 2005$ million |  | Year endedJanuary 1, 2005$ million |  | Year endedJanuary 3, 2004$ million
|Net sales                                 |  |                                      |  |                                    |  |                                   
|United States of America                  |  | 3,853.8                              |  | 3,489.7                            |  | 3,287.6                           
|United Kingdom                            |  | 296.5                                |  | 323.3                              |  | 258.6                             
|Rest of Europe                            |  | 566.8                                |  | 539.5                              |  | 468.1                             
|Rest of the World                         |  | 1,058.9                              |  | 1,003.6                            |  | 833.1                             
|                                          |  |                                      |  |                                    |  |                                   
|                                          |  | 5,776.0                              |  | 5,356.1                            |  | 4,847.4                           
|                                          |  |                                      |  |                                    |  |                                   



Note 7 of the consolidated financial
statements provides more detailed business segment and geographic information concerning the Companys operations.



11



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##### Table of Contents

Industrial & Automotive



|                              |  |    |                                 |  |                      |  |    |  
|----------------------------- |  | -- | ------------------------------- |  | -------------------- |  | -- | -
|Sales by end markets          |  |    | Sales by major product category | 
|Automotive original equipment |  | 29 | %                               |  | Power Transmission:  |  |    |  
|Automotive aftermarket        |  | 29 | %                               |  | Belts and tensioners |  | 38 | %
|Industrial original equipment |  | 23 | %                               |  | Powertrain           |  | 5  | %
|Industrial aftermarket        |  | 15 | %                               |  | Fluid Power:         |  |    |  
|Other                         |  | 4  | %                               |  | Hydraulic & hose     |  | 16 | %
|                              |  |    |                                 |  | Wipers               |  | 10 | %
|                              |  |    |                                 |  | Fluid Systems:       |  |    |  
|                              |  |    |                                 |  | RTMPS                |  | 2  | %
|                              |  |    |                                 |  | Other Fluid Systems  |  | 8  | %
|                              |  |    |                                 |  | Other                |  | 21 | %



The Industrial & Automotive
group has corporate offices in Denver, Colorado, Rochester Hills, Michigan and Toronto, Canada. It supplies industrial and automotive parts, components and systems, serving a wide variety of industries, including the industrial and automotive
original equipment and replacement markets, transportation, agricultural, mining, forestry, construction, office equipment, computer, and the food processing and handling markets.



In total, the group operates 85 factories and 34 distribution centers in 21 countries. It has development centers and manufacturing
operations in North America, Europe, Asia and South America.



The group
operates 43 manufacturing plants in Canada and the US, and a further 7 in Latin America. European operations include 11 manufacturing plants and 9 distribution centers, which provide customers with Tomkins products and technology. There are also
operations in Asia and the Pacific Rim including Singapore, Australia and India, with joint venture manufacturing facilities in South Korea, Japan, China, and Thailand.



The Industrial & Automotive group operates five business segments: Power Transmission, Fluid Power, Wiper Systems, Fluid Systems
and other products. These groups include divisions integrated from the acquisitions of Gates, Stant, Trico, Tridon, Schrader and Stackpole. Together, these operations employed on average 25,439 people around the world in Fiscal 2005. Products are
sold directly to industrial and automotive original equipment manufacturers and through a network of approximately 150,000 distributors, dealers and jobbers worldwide, to the industrial and automotive replacement markets.



Power Transmission



The Power Transmission segment comprises Power Transmission and Stackpole.



Power Transmission produces a comprehensive global product line ranging from synchronous belt and accessory belt drive systems for
automotive applications to heavy-duty industrial belt drives. As a market leader in the power transmission industry, the Power Transmission segment provides a diverse product line encompassing V-belts, multi V-ribbed belts, synchronous belts,
sheaves/sprockets, pulleys, tensioners, idlers, and crankshaft dampers. A broad product line coupled with industry expertise allows this group to design, manufacture, market, and distribute complete power transmission systems.



Power Transmission is globally integrated in order to standardize product and process
technology, maximizing resource utilization across the group. Product, material and enabling technology teams join forces in the development and commercialization of products. Focusing on customer needs, the appropriate innovative technology is
selected to create a sustainable competitive advantage in the market. Innovation, technology and product development are driven through four Technical and Product Development Centers located at Aachen in Germany, Rochester Hills in the USA, Seoul in
Korea, and Nara in Japan. Each of these centers lead product development, engineering, and systems design with capabilities to focus on customer specific requirements.



Power Transmission supports and supplies customers on a global basis. Regional management in the Americas, Europe and Asia work to leverage
the groups market strengths from one area to another utilizing common processes and global product lines.



Fluid Power



The Fluid Power segment is a manufacturer of highly engineered hose, fittings and accessories for hydraulic power transmission systems used in both mobile and stationary industrial equipment. The segment also
manufactures industrial hose used to convey both liquids and bulk powder type materials, focused primarily in the petroleum, chemical and food/beverage sectors. The segment also produces a wide range of under the hood automotive, heavy duty truck
and bus hoses used in engine cooling, power steering, braking, transmission and fuel system applications.



The newly commissioned Customer Solutions Center in Denver, Colorado drives customer focused innovation and global product development emphasizing integrating new products and design solutions into a value added
systems approach. The development of next generation products is focused on evolving the existing hose/connector product line into a full port-to-port sub-system capable of providing systems and design concepts that eliminate leaks and assembly
labor.



The segment has a global reach, serving customers in North and South
America, Europe, Asia and India. The recent acquisition of EMB in Germany provides additional synergy within the Fluid Power Division to expand their presence in Eastern Europe and Asia. Within China, restructuring has allowed EMB and Gates to
refocus and expand their efforts in one of the fastest growing markets in the world. Expansion plans being implemented over the next 24 to 36 months will allow localization of certain products within the Asian region.



12



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##### Table of Contents

Fluid Systems



The Automotive Fluid Systems segment, made up of divisions acquired such as Stant Corporation and Schrader-Bridgeport International, is a designer, manufacturer and
distributor of a broad range of automotive fluid conveyance and fluid management components and modules. This includes the latest technology in tire pressure monitoring components and fuel vapor management valves. Products are sold primarily for use
as original equipment by manufacturers of cars and trucks and in the automotive replacement market as repair parts and accessories. Major customers include DaimlerChrysler, Ford, General Motors, Nissan, Renault and PSA, as well as a number of other
major international original equipment manufacturers OEMs. Products from Tomkins Automotive Fluid Systems segment are also sold in a vast majority of wholesale and retail automotive parts and distribution outlets in North America, Europe
and Latin America including the service departments of OEM dealers.



Through
Schrader Electronics, the automotive Fluid Systems segment is the technology leader in Remote Tire Pressure Monitoring Systems (RTPMS), a driver information and passenger security system that is economically and ergonomically integrated
into vehicle electronic information systems. This company also designs, manufactures and markets a variety of fuel vapor management valves and fuel, oil and radiator closure caps at its Stant Manufacturing Division. Standard-Thomson is the leading
manufacturer of engine thermostats used in automotive cooling systems. Schrader-Bridgeport International provides a wide range of tire valve, hardware and specialty valve products worldwide. RTPMS, tire, and specialty valve products are sold under
the Schrader-Bridgeport and Schrader Electronics trademarks. Closure cap and fuel management valve products are sold under the Stant, Lev-R-Vent and Pre-Vent trademarks. Engine thermostats
are sold under the Stant, Weir-stat, and Superstat brand names. Many of these products are also sold to various private label customers bearing their unique brand names.



Wiper Systems



The Wiper Systems segment operates under both the Trico and Tridon brands, manufacturing automotive windshield wiping systems and systems
components, producing a wide array of arms, blades, linkage mechanisms, modules, motors and electronic components tailored for individual vehicle use. Modular systems combine the linkages, arms, blades, motors and electronic circuitry produced by
the Wiper Systems segment with plastic housings, manifold assemblies and other components purchased from supplier partners. Systems are sold directly to OEMs as ready-to-install modules. Wiper blades are produced in sizes ranging from 10 to 40
inches with application specific features for optimal performance with accompanying different types of wiper arms, and are manufactured for OE, OES and aftermarket applications. Wiper blades are sold for use as original equipment and in the
aftermarket under the Trico, name as well as many private brands.



Other I&A



Other I&A includes Trailer Axles, Materials
Handling and the aftermarket segment.



Dexter Axle produces and markets its
products primarily in the United States directly to OEMs and distributors. Dexters product line consists of a wide variety or trailer axles for the general utility, recreational vehicle, highway trailer and manufactured housing markets.
Competition is based on price, quality, product performance and customer service.



Dexters trailer axles are available in capacities from 800 pounds to 30,000 pounds and specific trailer applications within its markets include horse and livestock trailers, equipment hauling trailers, enclosed cargo trailers, heavy
hauling trailers, recreational vehicles, manufactured homes, portable equipment and highway trailers.



Dearborn Mid-West Conveyor Company designs, fabricates and installs overhead conveyor systems and inverted power and free conveyor systems, skillet systems, automatic electrified monorail systems for the automotive,
aircraft, appliance and heavy equipment industries, conveyors for bulk materials and various unit handling systems for parcel movement applications.



The Aftermarket segment integrates the sales, marketing, distribution and manufacture of products destined for both the Industrial and Automotive original equipment and
Aftermarket and sold under the Tridon, Ideal, Schrader, Plews Edelmann and numerous private brands. It designs and sells aftermarket automotive tools and fittings, power steering hose, transmission cooler lines, lubrication equipment, stainless and
carbon steel hose clamps for both original equipment and parts applications.



The Aftermarket segment also manufactures and distributes specialist components for the automotive industry. Schrader-brand products include precision control valves and associated fluid conveyance and control modules for vehicle fluid
system applications in fuel delivery, emission control, engine management, brake, steering, power transmission, coolant, air conditioning, windshield washing, PVC air hose, and ride control. Schrader, a leading brand of wheel valves for cars, medium
and heavy-duty trucks, agricultural vehicles and construction equipment, offers a full range of products including tubeless tire valves, valves for inner tubes, cores, tubeless valves for large wheels and an assortment of specialty valves for
virtually all global applications.



Wheel care products, air power pneumatic
components and systems, and pressure-measuring devices are marketed to automotive channels worldwide. Wheel care products include Camel brand tire patch products, tools, chemicals and Schrader brand tire valves and cores. Air
power systems include Amflo pneumatic couplers and plugs. The Aftermarket groups Syracuse brand of pressure-measuring devices is a recognized market standard in North America. The Aftermarket group supplies
Amflo pneumatic accessories to the home improvement retailer segment.



LE Technologies was acquired on March 18, 2005. This company produces and markets its products in the United States directly to OEMs. LE Technologies manufactures chassis & components for recreational vehicles and
utility trailers, fabricated metal parts to commercial truck body builders, and high-end coatings for military and general industries. Business is based on high levels of product quality, customer service, and competitive pricing.



LE Technologies provides engineering services for the products it builds or builds based on
customers current designs. A complete line of recreational vehicle slide out rooms is currently offered as a value added feature to the chassis.



13



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##### Table of Contents

Building Products



|                                     |  |    |                                 |  |                                  |  |    |  
|------------------------------------ |  | -- | ------------------------------- |  | -------------------------------- |  | -- | -
|Sales by end markets                 |  |    | Sales by major product category | 
|Residential construction             |  | 43 | %                               |  | Air handling components          |  | 56 | %
|Industrial & Commercial Construction |  | 46 | %                               |  | Bathtubs, showers and whirlpools |  | 22 | %
|Other                                |  | 11 | %                               |  | Doors and windows                |  | 13 | %
|                                     |  |    |                                 |  | Other                            |  | 9  | %



Air Systems Components



The Air Systems Components segments products are primarily sold
throughout the United States, Canada, Mexico and the United Kingdom. Competition is based principally on price, quality, service and breadth of product line. Just under half our sales pass through manufacturers representatives and
approximately 35 percent are sold through wholesalers, principally in the residential market. The balance of sales is direct to OEMs and national accounts.



Hart & Cooley supplies the residential and light commercial markets in the U.S., Canada and Mexico with grilles, registers and diffusers (GRD). It
also produces flexible air duct, chimney and gas venting systems, and duct connection systems, which are marketed primarily through wholesale distributors.



Air Systems design and manufacture diffusers, variable air volume terminal boxes (with or without fan power), grilles, registers and fan coils for use in heating,
ventilating and air conditioning systems in industrial, institutional and commercial applications. Air Systems also produces a comprehensive line of centrifugal and axial fans for both commercial and industrial applications. This line comprises
power roof ventilators, inline duct fans, ceiling fans, cabinet fans, propeller roof and wall fans and fan accessories. These products are sold primarily to manufacturers representatives for resale to contractors.



Ruskin produces and markets commercial and industrial air control dampers, fire and smoke
dampers, architectural louvers, sound absorbers, and air measuring stations for use in air conditioning, heating, ventilating and pollution control systems contained in office buildings, hotels, shopping centers, power plants, paper mills and other
manufacturing plants. Ruskin also manufactures and supplies fans and blowers for residential forced air heating systems and air conditioners. These products are sold directly to manufacturers of heating, ventilating and air conditioning equipment
and to contractors and commercial users principally through manufacturers representatives. Ruskin Air Management, a U.K. business, markets its damper, louver, grille, register, diffuser and fan coil products principally in the United Kingdom
and continental Europe. This business gives this company an important entry to these markets for its other air distribution products.



Other Building Products



Lasco Bathware designs, manufactures and markets fiberglass and acrylic showers, bathtubs, tub/shower combinations and whirlpools used in residential (including manufactured) housing and some commercial construction.
Included in the product line are assisted care showers and tub/shower combinations designed to meet the needs of senior citizens and the special requirements of the disabled. Products are sold primarily through distributors but also directly to
builders and through home improvement channels in the United States. Aquatic Industries, a division of Lasco Bathware, is a maker of up-market acrylic whirlpools, principally for the dealer/distributor market.



Lasco Fittings manufactures plastic fittings used in agricultural irrigation, turf
irrigation, water works, swimming pools and spas, for commercial and industrial applications as well as for residential plumbing. These products are sold through distributors and, to a lesser extent, retail outlets.



Philips Products is a US producer of vinyl windows and sliding glass doors for the
residential markets, principally for use in new on-site construction. These products are sold primarily through distributors. Philips Products also produces aluminum and vinyl windows, doors and venting products for the manufactured housing,
recreational vehicle, specialty trailer and construction markets. The majority of these products are sold to OEMs of manufactured housing, recreational vehicles, specialty trailers and specialty buildings.



Raw Materials and Energy Supplies



The Group purchases a broad range of raw materials, components and products from around the
world in connection with its activities. The ability of the Groups suppliers to meet performance and quality specifications and delivery schedules is important to its operations, but the Company is not dependent on any single source of supply
for critical materials. In the past, the energy and materials required for the Groups manufacturing operations have been readily available. However, basic raw materials such as steel, aluminum, polymers and resins used in the production of the
Groups products, can be subject to significant fluctuations in price. Where appropriate, the Tomkins subsidiaries may seek to minimize the effect of fluctuations in prices of raw materials by entering into forward purchase contracts or options
to fix the input cost of the raw material or product.



Seasonality



Industrial & Automotive



Sales to Automotive OEMs do not tend to exhibit seasonal patterns. Sales into the
aftermarket are generally stronger during the winter months reflecting higher levels of demand for replacement parts for vehicles during this period. Sales in the Industrial OE market segments are strongest October through April for outdoor power
equipment and February through June for agricultural equipment.



In the Fluid
Power OEM segment, moderate seasonality is primarily driven by consumer demand and crop related seasonal activities. Production of construction equipment declines in the summer months followed by a resurgence of activity in the late fall, early
winter and spring. Farm equipment production levels are driven by purchases prior to the relevant planting and harvesting seasons. The remaining markets served by the Fluid Power segment do not exhibit significant seasonal patterns.



14



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##### Table of Contents

Building Products



Sales to the construction industry slow down in November and December before the Thanksgiving, Christmas and New Year holiday season and are generally stronger in the
spring and summer months, as are sales of fittings to the irrigation markets. Sales can also be affected regionally by severe weather. Heating product sales are more concentrated in the fall and cooling products in the spring.



Patents and Trademarks



Tomkins management believes that the Groups operations are not dependent to any significant degree upon any single or series of
related patents or licenses, or any single commercial or financial contract. Tomkins management also believes that the Groups operations are also not dependent upon any single trademark or trade name, although trademarks and trade names are
identified with a number of the Groups products and services and are of importance in the sale and marketing of such products and services.



Governmental Regulation



The Companys operating subsidiaries are regulated by governmental authorities in a number of countries. Many of the products produced by the Companys subsidiaries are subject to governmental regulation
regarding their production, sale, advertising, safety, labeling and raw materials. The Company believes that its subsidiaries have taken sufficient measures to comply with applicable local or national regulations.



Some of the regulations applicable to the Companys subsidiaries include regulations
that would allow local, national or federal authorities to mandate product recalls, or provide for the seizure of products, as well as other sanctions. The Company believes that the controls implemented by its subsidiaries minimize the risk of the
occurrence of such events and that such risks do not pose a material threat to the Company.



The Company maintains worldwide insurance coverage for product liability claims and believes that its level of insurance coverage is adequate.



The Companys subsidiaries are subject to regulation under various and changing federal, state and local laws and regulations relating
to the environment and to employee safety and health. These environmental laws and regulations govern the generation, storage, transportation, disposal and emission of various substances. Permits are required for operation of certain businesses
carried out by the Companys subsidiaries (particularly air emission permits) and these permits are subject to renewal, modification and, in certain circumstances, revocation. The Company believes that its subsidiaries are in substantial
compliance with laws and regulations which could allow regulatory authorities to compel (or seek reimbursement for) clean up of environmental contamination at its subsidiary-owned sites and at facilities where its waste is stored or disposed of.



C. Organizational structure



Tomkins plc is the parent of a large number of subsidiaries that are organized into two
principal business groups managed through a Corporate Center. See Exhibit 8.1 for a list of the Companys significant subsidiaries, including name, country of incorporation and proportion of ownership.



LOGO



D. Property, plants and equipment



Tomkins principal executive offices are located in London, England.
The Groups plants, warehouses and offices are located in various countries throughout the world, with a large number in North America. The Company and its subsidiaries own many of these properties in the United Kingdom and the United States.
The Company and its subsidiaries continue to improve and replace properties when considered appropriate to meet the needs of its individual operations.



The net book value as of December 31, 2005 of the Groups property, plant and equipment was $1,466.7 million, of which $98.5 million represented property, plant
and equipment located in the United Kingdom, $729.0 million located in the United States and $160.4 million located in continental Europe, with the balance of $478.8 million in the rest of the world. Due to the diverse nature of the business, there
is no individual fixed asset, the loss of which would have a material impact on the position of the Tomkins Group as a whole.



15



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##### Table of Contents

Item 5. Operating and Financial Review and Prospects



A. Operating results



General



Tomkins operations cover two principal business groups: (i) Industrial &
Automotive and (ii) Building Products. Building Products is split into the two sub divisions of Air Systems Components and Other Building Products. For information on the contribution of each reporting unit to the Companys net sales and
operating income, see Item 4.B. Business overview and Note 7 of the consolidated financial statements.



The Companys consolidated financial statements are prepared in accordance with US GAAP, however the business segment section of this item includes discussion
of operating income, including share of income from associates and before restructuring initiatives for each of our business groups, based on financial information prepared under IFRS for the comparison of fiscal 2005 and fiscal 2004 and under
UK GAAP for the comparison of fiscal 2004 and fiscal 2003. This measure is used by Tomkins chief decision makers to review segment profitability and as such, we believe that discussion of this measure is necessary to an understanding of the
business. This is the measure of segment profit or loss disclosed in Note 7 to the consolidated financial statements under Statement of Financial Accounting Standard No. 131, Disclosures about Segments of an Enterprise and Related
Information.



Note 7 to the consolidated financial statements includes a
reconciliation and a discussion of the main differences between IFRS and US GAAP and UK GAAP and US GAAP that materially affect the financial results of the Company.



Overview (US GAAP)



The Companys net sales, were $5,776.0 million in Fiscal 2005, $5,356.1 million in Fiscal 2004 and $4,847.4 in Fiscal 2003. Income for continuing operations before
taxes, minority interest, equity in net income of associates and cumulative effect of change in accounting principle was $395.4 million in Fiscal 2005, $497.7 million in Fiscal 2004 and $426.0 million in Fiscal 2003.



A more detailed discussion of the Companys operations by segment is set forth below.



Acquisitions & Disposals



Details of the acquisitions and disposals during Fiscal 2005, Fiscal 2004 and Fiscal 2003
are set forth in the Principal acquisitions, disposals and capital expenditures section of Item 4.A. Information on the Company.



Year ended December 31, 2005 (Fiscal 2005) compared with the year ended January 1, 2005 (Fiscal 2004)



This commentary compares the results for Fiscal 2005 with the results for Fiscal 2004.



Group (US GAAP)



Net sales were $5,776.0 million for Fiscal 2005, an increase of $419.9 million (7.8 percent)
from sales of $5,356.1 million for fiscal 2004. Cost of sales increased from $3,806.4 million for Fiscal 2004, which was 71.1 percent of net sales, to $4,167.6 million for Fiscal 2005, which is 72.2 percent of net sales. Selling, general and
administrative expenses increased by 4.4 percent to $1,084.4 million for Fiscal 2005 from $1,038.5 million for Fiscal 2004, representing 18.8 percent of net sales for Fiscal 2005 and 19.4 percent of net sales for Fiscal 2004.



SFAS 123R was adopted using the modified prospective method with an effective date of
January 2, 2005, whereby the standard was applied prospectively to the unvested portion of awards that were outstanding as at January 1, 2005 and all awards granted, modified or settled on or after January 2, 2005. Prior to adopting
SFAS123R, the Company accounted for share-based compensation using the intrinsic value method prescribed in APB 25 Accounting for Stock Issued to Employees. The financial statements for the year ended January 1, 2005 were not
restated to reflect the adoption of SFAS 123R. The compensation expense in respect of share-based compensation plans recognized in income was $15.4 million for Fiscal 2005 compared with $4.3 million in Fiscal 2004.



Goodwill impairment tests were completed as of December 31, 2005, and January 1,
2005. There was no impairment in either period.



During Fiscal 2005 there were
$39.0 million of restructuring costs charged to the consolidated income statement compared with $34.1 million in Fiscal 2004. During FY 2005, major restructuring projects included the closure of Stackpoles PCD facility, the transfer of the
manufacturing of the Wiper Systems facility in Pontypool to more cost competitive locations and the rationalization of production facilities at Air Systems Components. We have undertaken the various restructuring activities to streamline operations,
consolidate and take advantage of available capacity and resources, and ultimately to achieve net cost reductions. Restructuring activities include efforts to integrate and rationalize the Companys businesses and to relocate manufacturing
operations to lower cost markets.



Operating income from continuing operations
was $485.0 million for Fiscal 2005 compared with $477.1 million for Fiscal 2004. Overall the Companys operating margin was 8.4 percent. This compared with 8.9 percent for Fiscal 2004.



The net interest expense for the period was $24.4 million compared with $23.4 million in
Fiscal 2004. This consisted of interest expense on bank loans, overdrafts, bills discounted, capital lease interest and other loans, partially offset by bank interest income. Other (expense)/income was an expense of $65.2 million compared with an
income of $44.0 million in Fiscal 2004.



A tax charge of $68.8 million (Fiscal
2004: $103.2 million) was recognized during the year. This was after the release of provisions for uncertain tax positions of $106.6 million, which arose as a result of the closure of a number of previously open tax years. The Group recognizes
provisions in respect of uncertain tax positions whereby additional current tax may become payable in future periods following the audit by the tax authorities of previously filed tax returns. Provisions for uncertain tax positions are based upon
managements assessment of the likely outcome of issues associated with assumed permanent differences, interest that may be applied to temporary differences, the possible disallowance of tax credits and penalties and are classified as
non-current liabilities.



16



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##### Table of Contents

Provisions for uncertain tax positions are reviewed regularly and are adjusted to reflect events such as the expiry of
limitation periods for assessing tax, administrative guidance given by the tax authorities and court decisions. As at 31 December 2005, the Group recognized a provision for uncertain tax positions amounting to $162.9 million. It is possible
that the final outcome of these matters may differ from managements estimates.



Minority interest in net income was $16.4 million, compared with $15.2 million for Fiscal 2004. Note 2A to the consolidated financial statements has details of the minority interests in subsidiaries that were not ultimately wholly owned by
the Company.



There was no profit and loss arising from discontinued operations
in Fiscal 2005, compared with a loss of $13.5 million, net of tax, in Fiscal 2004. The Company incurred a gain on disposal of subsidiaries of $1.6 million in Fiscal 2005 compared to $11.0 million in Fiscal 2004.



In Fiscal 2005, dividends of $29.1 million compared with $28.5 million in Fiscal 2004 were
payable to convertible cumulative preference shareholders. The Companys net income attributable to common shareholders for Fiscal 2005 was $283.9 million, a decrease of 18.7 percent from net income of $349.2 million for Fiscal 2004.



The following paragraphs discuss the results by segment (see table in
Item 4.B. Business Overview).



Industrial &
Automotive (IFRS)



|                                                       |  |           |   |  |                      |   |  |           |   |  |        |   
|------------------------------------------------------ |  | --------- | - |  | -------------------- | - |  | --------- | - |  | ------ | --
|Analysis of movements from Fiscal 2004 to Fiscal 2005: |  | Sales (1) |   |  | Operating income (2) |  
|                                                       |  | $ million |   |  | Change               |   |  | $ million |   |  | Change |   
|Fiscal 2004                                            |  | 3,984.3   |   |  |                      |   |  | 470.4     |   |  |        |   
|Exchange rate effect                                   |  | 64.6      |   |  |                      |   |  | 7.5       |   |  |        |   
|Disposals                                              |  | (50.8     | ) |  |                      |   |  | 7.4       |   |  |        |   
|                                                       |  |           |   |  |                      |   |  |           |   |  |        |   
|                                                       |  | 3,998.1   |   |  |                      |   |  | 485.3     |   |  |        |   
|2005 acquisitions                                      |  | 128.7     |   |  |                      |   |  | 17.8      |   |  |        |   
|Underlying change                                      |  | 46.6      |   |  | 1.2                  | % |  | (40.5     | ) |  | (8.3   | )%
|                                                       |  |           |   |  |                      |   |  |           |   |  |        |   
|Fiscal 2005                                            |  | 4,173.4   |   |  |                      |   |  | 462.6     |   |  |        |   
|                                                       |  |           |   |  |                      |   |  |           |   |  |        |   

---

|(1) | Prepared under IFRS
|--- | -------------------

|(2) | Prepared under IFRS, including share of income from associates and before restructuring costs
|--- | ---------------------------------------------------------------------------------------------



In the Industrial & Automotive business group, net
sales and operating income including income from associates and before restructuring initiatives for Fiscal 2005 were up by 4.7 percent and down by 1.5 percent respectively compared to Fiscal 2004. After adjusting for the effect of exchange,
acquisitions and disposals, underlying net sales and operating income including income from associates and before restructuring initiatives increased by 1.2 percent and decreased by 8.3 percent respectively. The growth in sales was mainly due to
increased volumes.



The lower automotive production volumes in the North
American automotive original equipment (OE) market generally, and particularly at General Motors and Ford, had an impact on sales volumes and margins. The group also had to contend with the delay in the TREAD Act that pushed back a
significant number of Remote Tyre Pressure Monitoring System (RTPMS) orders until the second half of 2006, and in the third quarter of the year the two hurricanes in the gulf coast region of the United States temporarily disrupted the
supply chain and caused a spike in raw material prices.



The
Industrial & Automotive group completed two acquisitions in 2005 (L.E. Technologies and EMB), with the Mectrol business being acquired at the end of 2004. In total, the annualized revenue added by the businesses is around $160 million. The
acquisitions have all been integrated into their respective businesses.



In
2005, automotive OE represented 21.1 percent of our global sales (2004: 25.1 percent) and North American automotive OE represented 12.0 percent of global sales (2004: 14.4 percent).



Power Transmission (Net sales: Fiscal 2005 $1,761.0 million; Fiscal 2004 $1,668.1 million)



Power Transmission sales grew by 1.3 percent and operating income fell by 9.7 percent on an
underlying basis. There was good underlying growth in industrial markets and automotive aftermarket, offsetting the lower automotive OE volumes. The Mectrol industrial belt business made a strong contribution during 2005 and is targeting a number of
new applications for its products in markets such as food processing and print and paper processing.



Automotive original equipment sales were impacted throughout 2005 by production cuts, especially at General Motors and Ford. The business is taking action to address this, and in the year won new business orders in
Asia of around $30.0 million with Hyundai, Toyota and SAIC, and new business orders in Europe of around $22.0 million with Renault/Nissan, PSA/Peugeot, VW and Fiat. The business continued to expand in China, with sales ahead by 17.2 percent, and
secured an award from Chery Automotive for Excellent Technical Co-operation.



Automotive aftermarket sales were ahead by 4.3 percent, with particular strength in Europe where sales were ahead by 13.2 percent. The business in Europe benefited from the launch of the new Micro-V® XF belt and, in North America, Power Transmission won a
key contract to supply tensioners to CARQUEST. The business continues to look at expansion opportunities in high-growth markets such as Russia and the Middle East, and during the year won a Supplier of the year award in Russia from AD
International, a large Pan European organization, for the quality of its order fulfillment.



17



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##### Table of Contents

At Stackpole, the profitability of the business suffered from the lower automotive OE production volumes. We took action
during the year to contain costs and implement profit protection plans and, in February 2006, announced the closure of the Pump Components Division (PCD) facility. These actions are expected to improve the operational efficiency of the
business in 2006. An increase in volumes on new platforms, as the OEMs move to six-speed transmission, should also drive an improvement in performance.



Fluid Power (Net sales: Fiscal 2005 $650.0 million; Fiscal 2004 $591.0 million)



The Fluid Power business performed strongly in 2005, with sales ahead by 10.6 percent. In North America, the business capitalized on the
strength in industrial production with the result that sales of both hydraulic OE and industrial aftermarket products were significantly ahead. Sales of automotive aftermarket were also strong in the fourth quarter of 2005. The balance of the sales
growth was provided by good contributions from Europe and India, where a new facility was opened at Faridabad. The EMB business that was acquired in July 2005 has been integrated and made a good contribution in the second half of the year. The
development of new products continued and the Quick-Lok family of products was introduced at the start of the year. This product has been well received by customers, with several new contracts awarded for 2006 and 2007. The new Customer Solutions Centre in Denver was opened
in the second quarter of 2005.



Fluid Systems (Net sales: Fiscal 2005 $418.1
million; Fiscal 2004 $416.3 million)



The performance of the Fluid Systems
business was in line with 2004, but was impacted by the delay in the TREAD Act and lower automotive OE volumes. At the start of the year, Schrader Electronics had expected a significant ramp-up in volumes of RTPMS due to the requirements of the
TREAD Act. The ramp-up has been delayed and is now expected to start in the second half of 2006.The management at Schrader Electronics took swift action during the year to limit the impact on profit from the reduced volumes and was also successful
in winning several new contracts for its snap-in sensor technology to supply General Motors, DaimlerChrysler, PSA/Peugeot, Subaru and Nissan.



The Stant operation showed good year-on-year performance as sales of new valve products rose and a spike in demand for locking fuel caps occurred in the final quarter of
2005. The balance of the Fluid Systems business was held back by lower automotive OE volumes.



Fluid Systems opened two new facilities in 2005. Stant commenced production at a plant in Karvina, Czech Republic and Schrader-Bridgeport completed a 36,000 square feet valve-manufacturing facility in Suzhou, China.
There were significant start-up costs incurred during the year as production levels picked up and extra capacity was added to the plants.



Wiper Systems (Net sales: Fiscal 2005 $424.9 million; Fiscal 2004 $463.1 million)



2005 was a difficult year for the Wiper Systems business. Sales volumes were lower, impacted by the challenging OE environment, the failure
of MG Rover in Europe and a strategic decision to exit some of the less profitable contracts with the OEMs. Profitability was impacted by the losses at the Wipers facility in Pontypool, Wales, and the decision was announced in November 2005 to cease
production at this facility.



In contrast, the aftermarket side of the business
performed well, particularly in the second half of 2005, and now represents 42.0 percent of the business (2004: 29.2 percent). Aftermarket growth was driven by strong demand for the Innovision beam blade that was launched at the end of 2004.
This product won a gold award at the APEX Global Design Awards and production was more than doubled during 2005. Extra capacity is being added in 2006 to meet demand and there will also be further new product introductions in the aftermarket. In the
fourth quarter of 2005, production commenced at the Wipers facility in Suzhou, China. This facility is a key part of Tricos Asian strategy for both the aftermarket and the OEM business, and has already won a number of awards to supply this
market, including a $1.1 million contract with DaimlerChrysler.



Other
industrial & automotive (Net sales: Fiscal 2005 $919.4million; Fiscal 2004 $845.8 million)



Sales and operating income in 2005 were significantly ahead of Fiscal 2004. Dexter recovered from lower volumes in the first quarter of the year to deliver a strong performance assisted by Federal Emergency Management
Agency (FEMA) sales in the final quarter of the year. The acquisition of the L.E. Technologies business in March 2005 added to the product offering.



The Dearborn Mid-West business performed well and has a strong order backlog for 2006. Ideal and Plews were both impacted by higher raw material costs for brass and
PVC that have been difficult to pass on to customers. The Ideal business opened its Suzhou plant in China in the third quarter of 2005.



18



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##### Table of Contents

Building Products (IFRS)



|                                                       |  |           |   |  |                      |   |  |           |  |        |  
|------------------------------------------------------ |  | --------- | - |  | -------------------- | - |  | --------- |  | ------ | -
|Analysis of movements from Fiscal 2004 to Fiscal 2005: |  | Sales (1) |   |  | Operating income (2) |  
|                                                       |  | $ million |   |  | Change               |   |  | $ million |  | Change |  
|Fiscal 2004                                            |  | 1,445.6   |   |  |                      |   |  | 128.3     |  |        |  
|Exchange rate effect                                   |  |          |   |  |                      |   |  | 0.3       |  |        |  
|Disposals                                              |  | (25.8     | ) |  |                      |   |  | 0.5       |  |        |  
|                                                       |  |           |   |  |                      |   |  |           |  |        |  
|                                                       |  | 1,419.8   |   |  |                      |   |  | 129.1     |  |        |  
|Acquisitions                                           |  | 58.1      |   |  |                      |   |  | 5.6       |  |        |  
|Underlying change                                      |  | 126.7     |   |  | 8.9                  | % |  | 8.0       |  | 6.2    | %
|                                                       |  |           |   |  |                      |   |  |           |  |        |  
|Fiscal 2005                                            |  | 1,604.6   |   |  |                      |   |  | 142.7     |  |        |  
|                                                       |  |           |   |  |                      |   |  |           |  |        |  

---

|(1) | Prepared under IFRS
|--- | -------------------

|(2) | Prepared under IFRS, including share of income from associates and before restructuring initiatives
|--- | ---------------------------------------------------------------------------------------------------



During 2005, sales in Building Products increased by 11 percent to $1,604.6 million (2004:
$1,445.6 million) and operating income, including income from associates and before restructuring initiatives was ahead by 11.2 percent at $142.7 million (2004: $128.3 million). After adjusting sales for acquisitions and disposals there was an
underlying increase of 8.9%, which is explained below. This was achieved through good contributions from the acquisitions, price increases made to offset higher material costs, successful new product introductions, and the continued strength in the
residential housing market. The operating margin in the Building Products group remained at 8.9 percent.



Air Systems Components (Net sales: Fiscal 2005 $881.3 million; Fiscal 2004 $772.3 million)



Sales were up by 14.1 percent on 2004. Of the total increase of $109.0 million, $58.1 million arose from acquisitions and of the remaining increase of $50.9 million (6.6
percent), 83 percent was due to volume and 17 percent was due to price increases. The Hart & Cooley business capitalized on the continued strength in the United States residential housing market and, in January 2005, acquired Milcor. This
business has now been fully integrated and made a strong contribution to sales and profit. It has presented opportunities for cross-selling of products with Hart & Cooley and of sourcing low-cost materials from its China manufacturing
operation.



Despite the slow non-residential market, the order intake level
remained healthy and benefited from both new product introductions and new customer wins. In the third quarter, Ruskin successfully completed the acquisition of NRG Industries Inc. and is integrating this business.



There were a number of plant rationalizations during the year, with the closure of the Tabor
City and Englewood facilities and the transfer of production to other facilities in the business. Ruskin commenced production at its new facility in Monterrey, Mexico. Operating margins in 2005 were impacted by costs associated with the plant
rationalizations, although the reduced cost base should see improved margin performance in 2006.



Other Building Products (Net sales: Fiscal 2005 $723.3 million; Fiscal 2004 $673.3 million)



A strong performance in the second half of 2005 resulted in full-year sales ahead by 7.4 percent compared to 2004. The total increase of $50 million was after a reduction
of $25.8 million due to disposals. The remaining underlying increase of $75.8 million (11.7 percent) is due to a combination of volume and price variances. Lasco Bathware achieved strong sales growth and double-digit operating margins before
restructuring initiatives, driven by the record level of housing starts in the United States residential market and the successful launch of several new products, such as the Contours range of luxury whirlpools and showers.



Lasco Fittings achieved year-on-year improvements in sales and profit, with
higher volumes from new product introductions and market share gains. New product sales accounted for over 30 percent of the growth in sales in 2005. The business experienced significant pricing pressure in 2005 from the increased cost of PVC, but
was able to implement a series of price increases.



The Philips doors and
windows business had a good fourth quarter and full-year sales were ahead compared to 2004. The operating margin in the business was impacted by a bad-debt write-off of $1.9 million in the first quarter of the year.



19



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##### Table of Contents

Year ended January 1, 2005 (Fiscal 2004) compared with the year ended January 3, 2004
(Fiscal 2003)



This commentary compares the results for Fiscal
2004 with the results for Fiscal 2003.



Group (US GAAP)



Net sales were $5,356.1 million for Fiscal 2004, an increase of $508.7 million (10.5
percent) from sales of $4,847.4 million for fiscal 2003.



Cost of sales
increased from $3,452.6 million for Fiscal 2003, which was 71.2 percent of net sales, to $3,806.4 million for Fiscal 2004, which is 71.1 percent of net sales. Selling, general and administrative expenses increased by 8.3 percent to $1,038.5 million
for Fiscal 2004 from $958.7 million for Fiscal 2003, representing 19.4 percent of net sales for Fiscal 2004 and 19.8 percent of net sales for Fiscal 2003.



Goodwill impairment tests were completed as of January 1, 2005 and January 3, 2004. There was no impairment at January 1, 2005, whilst there was an
impairment of $12.5 million at January 3, 2004, which arose from the erosion of value of companies within the Lasco division of the Building Products group due to a downturn in trading.



During Fiscal 2004 there were $34.1 million of restructuring costs charged to the
consolidated income statement compared with $38.0 million in Fiscal 2003. The major projects included the relocation of wiper blade production and the rationalization of manufacturing capacity in North America. We have undertaken the various
restructuring activities to streamline operations, consolidate and take advantage of available capacity and resources, and ultimately to achieve net cost reductions. Restructuring activities include efforts to integrate and rationalize the
Companys businesses and to relocate manufacturing operations to lower cost markets.



Operating income from continuing operations was $477.1 million for Fiscal 2004 compared with $385.6 million for Fiscal 2003. Overall the Companys operating margin was 8.9 percent. This compared with 8.0 percent
for Fiscal 2003.



The net interest expense for the period was $23.4 million
compared with $14.4 million in Fiscal 2003. This consisted of interest expense on bank loans, overdrafts, bills discounted, capital lease interest and other loans, partially offset by bank interest income. Other income was $44.0 million compared
with $54.8 million in Fiscal 2003.



A tax charge of $103.2 million (Fiscal
2003: credit of $72.2 million) was recognized during the year. This was after an exceptional release of provision of $24.7 million, which arose as a result of the closure of a number of previously open tax years. The tax credit in Fiscal 2003 was
principally due to an exceptional release of other tax provisions of $147.9 million arising as a result of an ongoing review of Group tax exposures.



Minority interest in net income, which relates to Unitta Company Limited, Gates Nitta Belt Company (Suzhou) Limited, GNAPCO Pte Limited and Gates Korea Company Limited,
was $15.2 million, compared with $12.4 million for Fiscal 2003.



A loss of
$13.5 million arose from discontinued operations, net of tax, in Fiscal 2004, compared with $109.5 million in Fiscal 2003. The Company incurred a gain on disposal of subsidiaries of $11.0 million in Fiscal 2004 compared to $49.6 million in Fiscal
2003.



In Fiscal 2004, dividends of $28.5 million compared with $29.5 million
in Fiscal 2003 were payable to convertible cumulative preference shareholders. In Fiscal 2003 $17.6 million was payable to redeemable convertible cumulative preference shareholders, up until their early redemption in August 2003. The early
redemption gave rise to a net gain of $17.4 million in Fiscal 2003.



As a
result of the above, the Companys net income attributable to common shareholders for Fiscal 2004 was $349.2 million, a decrease of 12.0 percent from net income of $397.0 million for Fiscal 2003.



The following paragraphs discuss the results by segment (see table in Item 4.B.
Business Overview).



Industrial & Automotive (UK GAAP)



|                                                       |  |           |   |  |                      |   |  |           |   |  |        |  
|------------------------------------------------------ |  | --------- | - |  | -------------------- | - |  | --------- | - |  | ------ | -
|Analysis of movements from Fiscal 2003 to Fiscal 2004: |  | Sales (1) |   |  | Operating income (2) |  
|                                                       |  | $ million |   |  | Change               |   |  | $ million |   |  | Change |  
|Fiscal 2003                                            |  | 3,612.9   |   |  |                      |   |  | 373.4     |   |  |        |  
|Exchange rate effect                                   |  | 105.5     |   |  |                      |   |  | 7.1       |   |  |        |  
|Disposals                                              |  | (51.3     | ) |  |                      |   |  | (5.7      | ) |  |        |  
|2003 acquisitions(3)                                   |  | 103.5     |   |  |                      |   |  | 8.9       |   |  |        |  
|                                                       |  |           |   |  |                      |   |  |           |   |  |        |  
|                                                       |  | 3,770.6   |   |  |                      |   |  | 383.7     |   |  |        |  
|2004 acquisitions                                      |  | 2.0       |   |  |                      |   |  |          |   |  |        |  
|Underlying change                                      |  | 211.7     |   |  | 5.6                  | % |  | 42.4      |   |  | 11.1   | %
|                                                       |  |           |   |  |                      |   |  |           |   |  |        |  
|Fiscal 2004                                            |  | 3,984.3   |   |  |                      |   |  | 426.1     |   |  |        |  
|                                                       |  |           |   |  |                      |   |  |           |   |  |        |  

---

|(1) | Prepared under UK GAAP
|--- | ----------------------

|(2) | Prepared under UK GAAP, including share of income from associates and before restructuring costs and goodwill amortization
|--- | --------------------------------------------------------------------------------------------------------------------------

|(3) | Adjustment to bring acquisitions made in 2003 to a comparable basis
|--- | -------------------------------------------------------------------



In the Industrial & Automotive business group, net sales and operating income, including income from associates and before
restructuring initiatives and goodwill amortization for Fiscal 2004 were up by 10.3 percent and 14.1 percent respectively compared to Fiscal 2003. After adjusting for the effect of exchange and acquisitions and disposals, underlying net sales and
operating income including income from associates and before restructuring costs and goodwill amortization increased by 5.6% percent and 11.1% percent respectively. The majority of the growth in sales was due to increased volumes.



20



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##### Table of Contents

On a global basis the groups automotive original equipment (OE) sales were up by 2.3 percent and
industrial OE sales rose by an impressive 12.7 percent. All regions performed well with sales up year-on-year. Aftermarket sales were up 5.3 percent on a global basis, with automotive replacement up by 1.9 percent despite some weakness in North
America. Industrial replacement was ahead by 11.5 percent, driven by strong demand from North America in particular. Aftermarket sales in Asia were particularly strong, up 33.3 percent year-on-year.



The net impact of increases in raw material costs absorbed by the Industrial &
Automotive business group amounted to around $20.3 million for the year. Savings from lean manufacturing totaled $35.8 million in 2004.



Power Transmission (Net sales: Fiscal 2004 $1,668.1 million; Fiscal 2003 $1,451.9 million)



Power Transmission sales grew by 2.9 percent and operating income by 5.6 percent on an underlying basis. All areas contributed to the
increase with the exception of North America, which was down 2.5 percent, impacted by lower OE demand. Asia performed strongly with sales up by 17.8 percent. Europe was ahead by 3.7 percent, driven in particular by good automotive OE demand.



Key developments during the year included the first sales of our
Electro-mechanical Drive system (stop-start
technology) on the new Citroën C3 vehicle in France. Availability is expected to widen this year and trials of the technology on urban delivery vehicles are currently underway. Sales of the newly launched Fleetrunner heavy-duty belts and the Eliminator belts were encouraging. In December 2004, we completed the acquisition of Mectrol, a
US and German-based manufacturer of polyurethane timing belts. The company has been integrated into the industrial belts business of Gates. The transaction benefits include a new unique product portfolio for Gates, access to new markets and
customers, and multiple avenues for growth.



Stackpoles sales declined
5.0 percent in 2004, impacted by declining production volumes at one of its key customers, resulting in lower margins. However, significant business, amounting to C$98 million ($78.0 million), was awarded during the year. This new business mainly
relates to the 2006 to 2008 production years. Near-booked business ended the year at C$102 million ($84.7 million) while new product development activity continued to progress in an impressive way. New programs under development at the year-end
totaled C$124 million ($103.1 million).



The construction of the two new
Stackpole facilities in Canada and the extension of a third site progressed well and production has now started at all sites. The full volume launch at the Carrier Systems facility occurred in March 2005. The Powder Metal group was ready to launch
46 new part numbers on 18 different platforms in 2005.



Fluid Power (Net
sales: Fiscal 2004 $591.0 million; Fiscal 2003 $501.1 million)



Fluid
Powers underlying sales were up 16.1 percent, driven by robust global demand especially in the construction and agricultural equipment markets.



All regions outperformed last year, with strong sales and operating profit growth coming from North America and Europe as well as significant operational improvement in
Europe. Global sales to industrial OEMs were up 24.8 percent although fluid power sales to automotive OEMs were lower by 1.2 percent. The new Technical Center in Denver (CO) was completed at the end of the year. New product development initiatives
progressed with the Quick-Lok family of products
gaining success in the industrial OE marketplace.



In July 2003, we announced
the phased exit from the European automotive curved hose business. During 2004 we completed the closure of the St Just facility and the sale of the business in Nevers.



Wiper Systems (Net sales: Fiscal 2004 $463.1 million; Fiscal 2003 $463.3 million)



2004 was a disappointing year for the Wiper Systems business, with sales declining 2.4
percent on the back of a tough OE environment and lower aftermarket demand. Rising input costs also affected profitability. While Trico was successful in increasing prices in the aftermarket, the automotive OEMs continued to reject steel-related
price increases from the supply base. Aftermarket demand started to improve in December of 2004 and showed continued strength into January 2005. Our new Beam Blade was successfully launched at an industry show. It was selected as one of the twelve
best new products in the show and is doing very well in the market place.



Tricos Asian strategy, for both the aftermarket and OEM business, continues to take shape. A production location in Suzhou, China was selected and plans for the construction of a 70,000 square feet facility were put into progress.
Initial production was scheduled in the fourth quarter of 2005.



Fluid
Systems (Net sales: Fiscal 2004 $416.3 million; Fiscal 2003 $361.7 million)



Fluid Systems had a very successful year, with underlying sales and operating income exceeding the previous year by 10.4 percent and 14.9 percent respectively. A strong operating profit performance was achieved by Stant, Schrader
Electronics and Schrader France. This was slightly offset by weaker results at Schrader Brazil and Standard-Thomson.



Schrader Electronics delivered a strong performance. New business awarded during the year amounted to $122.3 million. In order to meet increased levels of demand, the new
production facility at Carrickfergus in Northern Ireland commenced production in late January 2005. Customer acceptance of the Snap In sensor design continues to grow, with business of over 6 million sensors already awarded for
2008. New product research is opening up new non-automotive applications.



Schrader-Bridgeports 36,000 square feet valve-manufacturing facility in China was completed in January 2005. The start-up of the new Stant plant in Karvina, Czech Republic, has also progressed well. Production commenced at the end of
the first quarter 2005. The development activity for Stants new Carbon Canister advanced, with the product being newly engineered for two new platforms in 2005.



21



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##### Table of Contents

Other industrial & automotive (Net sales: Fiscal 2004 $845.8million; Fiscal 2003 $834.9 million)



In October 2004 we announced our intention to exit our small Gates
AirSprings business. This exit was completed in February 2005 with the sale of the assets to Vibracoustic NA, L.P.



Demand for Dexters axles was particularly strong in 2004 across all its end-markets. Hurricanes in the South East of the United States tempered demand in the third
quarter, however, sales increased in the fourth quarter as replacement demand grew. In June 2004, the business disposed of its steel wheels and rims business. A project to expand capacity at its Elkhart (IN) facility got underway during the year.
This additional capacity will allow Dexter Axle to meet demand for rubber torsion axles.



In March 2005, we acquired L.E. Technologies, a company that manufactures recreational vehicle (RV) frames and fabricated metal components. The acquisition will allow Dexter Axle to expand into the RV
frame business, a market which is adjacent to Dexter Axles current markets. It also provides sales, manufacturing and purchasing synergies, in addition to accessing a new customer base. L.E. Technologies employs over 490 people in Southern
Michigan and Northern Indiana and generated approximately $85.6 million of revenue in 2004.



We disposed of two businesses in the Material Handling group. Mayfran was sold in June 2004 and we completed the disposal of Unified Industries on 2 January 2005. The remaining material handling business,
Dearborn Mid-West, saw a pick-up in demand, especially from automotive programs and finished the year with a healthy order book.



Building Products (UK GAAP)



|                                                       |  |           |   |  |                      |   |  |           |  |        |  
|------------------------------------------------------ |  | --------- | - |  | -------------------- | - |  | --------- |  | ------ | -
|Analysis of movements from Fiscal 2003 to Fiscal 2004: |  | Sales (1) |   |  | Operating income (2) |  
|                                                       |  | $ million |   |  | Change               |   |  | $ million |  | Change |  
|Fiscal 2003                                            |  | 1,398.4   |   |  |                      |   |  | 108.4     |  |        |  
|Exchange rate effect                                   |  | 7.1       |   |  |                      |   |  |          |  |        |  
|Disposals                                              |  | (39.3     | ) |  |                      |   |  | 0.4       |  |        |  
|                                                       |  |           |   |  |                      |   |  |           |  |        |  
|                                                       |  | 1,366.2   |   |  |                      |   |  | 108.8     |  |        |  
|Underlying change                                      |  | 79.4      |   |  | 5.8                  | % |  | 15.9      |  | 14.6   | %
|                                                       |  |           |   |  |                      |   |  |           |  |        |  
|Fiscal 2004                                            |  | 1,445.6   |   |  |                      |   |  | 124.7     |  |        |  
|                                                       |  |           |   |  |                      |   |  |           |  |        |  

---

|(1) | Prepared under UK GAAP
|--- | ----------------------

|(2) | Prepared under UK GAAP, including share of income from associates and before restructuring costs and goodwill amortization
|--- | --------------------------------------------------------------------------------------------------------------------------



In the Building Products business group, net sales and operating income, including income
from associates and before restructuring initiatives and goodwill amortization for fiscal 2004 were up 3.4 percent and 15.0 percent respectively compared to fiscal 2003. After adjusting for disposals and the effect of movements in exchange rates
there was an underlying increase of 5.8 percent, which is explained below.



Air Systems Components (Net sales: Fiscal 2004 $772.3 million; Fiscal 2003 $730.3 million)



Of the underlying change in sales, a $5.3 million decrease was due to there being less production days in Fiscal 2004 than in Fiscal 2003 and a decrease of $1.5 million resulted from plant closures. Of the remaining
increase of $45.5 million, 47% was due to volume and 53% was due to price increases.



Air Systems Components performed strongly in 2004 with sales and operating income including income from associates and before restructuring costs and goodwill amortization, up by 5.8 percent and 24.9 percent, respectively, compared to
Fiscal 2003. The non-residential construction market saw the first signs of a recovery with square footage built in the US slightly ahead of the prior year, with sales growing by 3.7 percent on 2003. Our sales to the residential construction market
rose by 8.4 percent, supported by strong demand.



Several new products such as
the Fantom IQ, duct access doors from
Hart & Cooley and a new Ruskin damper for marine applications were successfully launched during 2004. Significant new business wins included Titus products destined for the University of Nebraska and the Hearst headquarters in New York as
well as a large contract for Ruskins industrial tunnel dampers and acoustic silencers for the New York City Transit system.



Ruskin announced plans to build a new manufacturing facility in Monterrey, Mexico. Manufacturing is expected to commence late in 2005.



In January 2005, we completed the acquisition of Milcor Inc. This company is a multi-brand
manufacturer of building and roofing products, selling to the US residential and commercial construction markets. Milcors annual sales are approximately $47 million. It will be integrated into our residential business, Hart & Cooley.



Business efficiency measures continued, with Hart & Cooley completing
the closure of its Monessen (PA) facility and transferring production of duct accessories to Huntsville (AL). Savings generated from lean manufacturing amounted to $8.4 million in 2004.



The net impact of rising raw material costs amounted to approximately $7.7 million for the year.



22



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##### Table of Contents

Other Building Products (Net sales: Fiscal 2004 $673.3 million; Fiscal 2003 $668.1 million)



The Other Building Products groups sales and operating income including income from
associates and before restructuring costs and goodwill amortization, increased by 0.8 percent and decreased by 16.0 percent, respectively, compared to Fiscal 2003.



Of the underlying change in sales, a $1.6 million decrease was due to there being fewer production days in Fiscal 2004 than in Fiscal 2003
and a decrease of $6.3 million resulted from plant closures. Of the remaining increase of $48.8 million, 74.3% was due to volume and 25.7% was due to price increases



The net impact of raw material price increases on the business group, in particular steel and oil-based chemical derivatives, was
approximately $6.1million for the year. Savings from lean manufacturing, which aims to make the manufacturing process more efficient, totaled $2.1 million in 2004.



Lasco Bathware saw its volumes increasing by 7.6 percent as its new Home Depot contract commenced at the half-year. New product development
activities continued to gain momentum. The acrylic modular shower, incorporating a body shower, steam unit and seat, that was introduced at the Kitchen and Bath Show was launched formally at the Builders Show in January 2005. Lascos
efforts to grow acrylic sales continued to show results with acrylic sales for the year increasing by around 15 percent.



Lasco Fittings showed a 12.6 percent improvement in year on year sales, but suffered the effects of substantial increases in the cost of its major raw material. An
investment project for large-diameter pipe fittings was initiated in the third quarter. This will enable Lasco to penetrate new markets such as water reclamation and aqua-culture. Initial production commenced towards the end of the year with volumes
ramping up in January 2005.



Philips saw continued development of its share of
the residential doors and windows market, with sales to this market up 5.1 percent.



23



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##### Table of Contents

Effect of Inflation



We do not believe that inflation has had a material effect on the Companys financial condition or results of operations during Fiscal 2005, Fiscal 2004 or Fiscal
2003.



Effect of Foreign Currency



For further discussion see Item 11, Quantitative and Qualitative Disclosures
about Market Risk, Item 5, Operating and Financial Review and Prospects and Note 15 of Notes to the consolidated financial statements.



Critical accounting estimates



Details of the Groups significant accounting policies are set out in the Companys consolidated financial statements in the Financial Statements section. When
applying the Groups accounting polices, management must make assumptions and estimates concerning the future that affect the carrying amounts of assets and liabilities at the balance sheet date, the disclosure of contingencies that existed at
the balance sheet date and the amounts of revenue and expenses recognized during the accounting period. Management makes these assumptions and estimates based on factors such as historical experience, the observance of trends in the industries in
which the Group operates and information available from the Groups customers and other outside sources. Due to the inherent uncertainty involved in making assumptions and estimates, actual outcomes could differ from those assumptions and
estimates. An analysis of the key sources of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amounts of the Groups assets and liabilities within the next financial
year is provided below. Our significant accounting policies are more fully described in the notes to the consolidated financial statements. Certain of our accounting policies require the application of significant judgment by management in selecting
the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, our observance
of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate. Our significant accounting policies include:



Pension and Other Post retirement Benefits



Post-retirement benefits comprise pension benefits provided to employees throughout the world and other benefits, mainly healthcare, provided to certain employees in
North America. The plans are structured to accord with local conditions and practices in each country and include defined contribution and defined benefit plans.



The Company accounts for its post-retirement benefit plans in accordance with SFAS 87, Employers Accounting for Pensions
and SFAS 106, Employers Accounting for Post-retirement Benefits other than Pensions. The principle underlying these accounting standards is that the cost of providing these benefits is recognized in income on a smoothed basis over
the service lives of the participating employees.



For defined contribution
plans, the cost of providing the benefits represents the Groups contributions to the plans and is recognized in income in the period in which the contributions fall due.



For defined benefit plans, the cost of providing the benefits is determined based on actuarial valuations of each of the plans that are
carried out annually by independent qualified actuaries at a date not more than three months before Companys fiscal year end. Plan assets (if any) are measured at a market-related value that smoothes the effect of short-term market
fluctuations in asset values. Benefit obligations are measured using the projected unit credit method.



It is estimated that a 0.50 percent decrease in the expected rate of return on plan assets would have had the following impact.



|                                    |  |             |  |             |  |                    
|----------------------------------- |  | ----------- |  | ----------- |  | -------------------
|                                    |  | UK Plans    |  | US Plans    |  | Rest of World Plans
|Percentage reduction in plan assets |  | 7.7 percent |  | 6.3 percent |  | 7.1 percent        



It is estimated that a 0.50 percent
decrease in the discount rate would have had the following impact on the projected benefit obligation and on the components of expense that are affected by a discount rate change.



|                             |  |                       |  |                       |  |                      
|---------------------------- |  | --------------------- |  | --------------------- |  | ---------------------
|                             |  | UK Plans              |  | US Plans              |  | Rest of World Plans  
|Projected benefit obligation |  | 8.3 percent increase  |  | 5.1 percent increase  |  | 6.2 percent increase 
|Service cost                 |  | 17.1 percent increase |  | 8.0 percent increase  |  | 8.9 percent increase 
|Interest cost                |  | 2.4 percent decrease  |  | 4.2 percent decrease  |  | 4.3 percent decrease 
|Gain/loss amortization       |  | 73.4 percent increase |  | 18.1 percent increase |  | 16.7 percent increase



The net periodic cost comprises the
service cost, the interest cost, the expected return on plan assets (if any), and the amortization of the prior service cost, the actuarial gain or loss and any unrecognized obligation or asset that existed on initial application by the Company of
SFAS 87 and SFAS 106. The service cost represents the present value of benefits attributed to services rendered by employees during the period. The interest cost represents the increase in the projected benefit obligation (which is the present value
of accrued benefits including assumed future salary increases) due to the passage of time. The discount rate used reflects the rates available on high-quality fixed-income debt instruments at the date of the plan valuation. Prior service costs
resulting from plan amendments are recognized on a straight-line basis over the remaining service lives of participating employees.



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Actuarial gains and losses represent differences between the expected and actual returns on the plan assets, gains and
losses on the plan liabilities and the effect of changes in actuarial assumptions. The Company uses the so-called corridor approach whereby to the extent that actuarial gains and losses exceed 10 percent of the greater of the market
related value of the plan assets and the projected benefit obligation at the beginning of the fiscal year, they are amortized to income over the average remaining service lives of participating employees.



Gains and losses on settlements and curtailments are generally recognized in income in the
period in which the curtailment or settlement occurs in accordance with SFAS 88 Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits.



An additional liability is recognized to the extent that the accumulated benefit obligation
(the present value of accrued benefits without allowance for future salary increases) exceeds the fair value of the plan assets. Where an additional minimum liability is recognized, an intangible asset is recognized up to the amount of any
unrecognized prior service cost and any unrecognized transition obligation. Any amount not recognized as an intangible asset is reported in other comprehensive income.



Impairment and disposal of Long-Lived Assets



(i) Long lived assets other than goodwill



Long-lived assets to be held and used, including intangible assets, are reviewed for impairment when events or circumstances indicate that the carrying amount of the
asset or asset group may not be recoverable. The carrying value of a long-lived asset or asset group is considered to be impaired when the undiscounted expected future cash flows from the asset or asset group are less than its carrying amount. In
that event, an impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair value. Fair value is determined based on quoted market prices, where available, or is estimated as the present value of
the expected future cash flows from the asset or asset group discounted at a rate commensurate with the risk involved.



(ii) Goodwill



At the time of the business combination to which it relates, goodwill is allocated to one or more reporting units. Goodwill is tested at least annually for impairment. Firstly, to identify potential impairment of the
goodwill, the fair value of the reporting unit to which the goodwill is allocated is compared with its carrying amount. Fair value is determined based on quoted market prices, where available, or is estimated as the present value of the expected
future cash flows from the reporting unit discounted at a rate commensurate with the risk involved. Secondly, if the carrying amount of the reporting unit, including the goodwill, exceeds its fair value, the goodwill is tested for impairment based
on its implied fair value. The implied fair value of goodwill represents the excess of the fair value of the reporting unit over the fair value of its identifiable assets, liabilities and contingent liabilities at the date of the impairment test. An
impairment loss is recognized if and to the extent that the carrying amount of the goodwill exceeds its implied fair value.



Environmental Commitments



Provision is made for the estimated cost of known environmental remediation obligations in relation to the Groups current and former manufacturing facilities. Cost
estimates include the expenditure expected to be incurred in the initial remediation effort and, where appropriate, in the long-term monitoring of the relevant sites. For each remediation project management monitors the costs incurred to date
against expected total costs to complete, and operates procedures to identify possible remediation obligations that are presently unknown. As at 31 December 2005, the provision for environmental remediation costs amounted to $10.6 million.
Further provision may be necessary within the next financial year if actual remediation costs exceed expected costs, new remediation obligations are identified or there are changes in the circumstances determining the Groups legal or
constructive remediation obligations.



Product warranties



Provision is made for warranty claims on various products depending on specific market
expectations and the type of product. These estimates are established using historical information on the nature, frequency and average cost of warranty claims. Management believes that the warranty reserve is appropriate; however, actual claims
incurred could differ from the original estimates requiring adjustments to the reserve. As of December 31, 2005 and January 1, 2005, the Groups product warranty liability recorded in other accrued liabilities was $10.7 million and
$10.8 million respectively.



Inventory



Inventories are stated at the lower of cost or market, with due allowance for any excess,
obsolete or slow moving items based on managements review of on-hand inventories compared to historical and estimated future sales and usage profiles.



Cost represents the expenditure incurred in bringing inventories to their existing location and condition, which may include the cost of raw materials, direct labor
costs, other direct costs and related production overheads. Cost is generally determined on a first in, first out (FIFO) basis, but the cost of certain inventories is determined on a last in, first out (LIFO) basis. As at
December 31, 2005, inventories whose cost was determined on a LIFO basis represented 35 percent (January 1, 2005: 37 percent) of the total carrying amount of inventories. As at December 31, 2005, the replacement cost of inventories whose
cost was determined on a LIFO basis exceeded their carrying values by $8.5 million (January 1, 2005: $1.6 million).



Tax



Current tax is the amount of tax payable or recoverable in respect of the taxable profit or loss for the period. Taxable profit differs from accounting profit because it excludes items of income or expense recognized
for accounting purposes that are either not taxable or deductible for tax purposes or are taxable or deductible in other periods. Current tax is calculated using tax rates that have been enacted at the balance sheet date.



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The Company recognizes provisions in respect of uncertain tax positions whereby additional current tax may become payable
in future periods following the audit by the tax authorities of previously filed tax returns. Provisions for uncertain tax positions are based upon managements assessment of the likely outcome of issues associated with assumed permanent
differences, interest that may be applied to temporary differences, the possible disallowance of tax credits and penalties and are classified as current liabilities. Provisions for uncertain tax positions are reviewed regularly and are adjusted to
reflect events such as the expiry of limitation periods for assessing tax, administrative guidance given by the tax authorities and court decisions.



Deferred tax is tax expected to be payable or recoverable on differences between the carrying amount of an asset or a liability and its tax base used in the computation
of taxable profit. Deferred tax is accounted for using the liability method, whereby deferred tax assets and liabilities are generally recognized for all temporary differences based on enacted tax rates. Deferred tax assets are reduced through the
establishment of a valuation allowance at such time as, based on available evidence, it is more likely than not that the deferred tax asset will not be realized.



Deferred tax is provided on temporary differences arising on investments in foreign subsidiaries, except where the Company intends, and is
able, to reinvest such amounts indefinitely.



Deferred tax assets and
liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current
tax assets and liabilities on a net basis.



Tomkins operates within multiple
tax jurisdictions and is subject to audit in those jurisdictions. These audits can involve complex issues, which may require an extended time period of time for resolution. Although we believe that adequate provision has been made for such issues,
there is a possibility that the ultimate resolution of such issues could have an effect on the earnings of the Company. Conversely, if these issues are resolved favorably in the future, the related provisions would be reduced, resulting in a
positive impact on earnings.



Share based payments



Share-based compensation is provided to employees under the Companys share option,
bonus and other share award schemes. The Company adopted SFAS 123R Share-Based Payment using the modified prospective method with an effective date of January 2, 2005, whereby the standard was applied prospectively to the unvested
portion of awards that were outstanding as at January 1, 2005 and all awards granted, modified or settled on or after January 2, 2005.



Accordingly, the compensation expense recognized in Fiscal 2005 was based on the fair value of the unvested awards, where appropriate measured using an option-pricing
model. For equity-settled awards, the fair value is determined at the date of grant and is not subsequently re-measured unless the conditions on which the award was granted are modified. For cash-settled awards, the fair value is determined at the
date of grant and is re-measured at each balance sheet date until the liability is settled. Generally, the compensation expense is recognized on a straight-line basis over the vesting period. Adjustments are made to reflect expected and actual
forfeitures during the vesting period due to failure to satisfy service conditions or non-market performance conditions.



Prior to adopting SFAS 123R, the Company accounted for stock based compensation in accordance with APB 25 Accounting for Stock Issued to Employees, whereby
the compensation expense was based on the intrinsic value of the unvested awards determined at the measurement date. The measurement date was the first date on which both the number of shares that were subject to the award and the option or purchase
price, if any, was known. Adjustments for forfeitures were made to the compensation expense in the period in which they occurred.



The Companys financial statements for Fiscal 2004 and Fiscal 2003 have not been restated to reflect the adoption of SFAS123R.



Financial Instruments



The Company uses derivative financial instruments, principally foreign currency swaps, forward foreign currency contracts and interest rate
swaps, to reduce its exposure to exchange rate and interest rate movements. The Company does not hold or issue derivatives for speculative or trading purposes. All financial instruments are independently valued.



Derivative financial instruments are recognized as assets and liabilities measured at their
fair values at the balance sheet date. Changes in their fair values are recognized in income and this is likely to cause volatility in situations where the carrying amount of the hedged item is either not adjusted to reflect fair value changes
arising from the hedged risk or is so adjusted but that adjustment is not recognized in income. Provided the conditions specified by SFAS133 Accounting for Derivative Instruments and Hedging Activities are met, hedge accounting may be
used to mitigate this volatility.



Prior to Fiscal 2005, the Company chose not
to adopt the hedge accounting provisions of SFAS 133. During Fiscal 2005, management reviewed its policy towards hedge accounting and decided to use hedge accounting in certain circumstances. With effect from Fiscal 2005, the Company does not
generally apply hedge accounting to transactional foreign currency hedging relationships, such as hedges of forecast or committed transactions. It does, however, apply hedge accounting to translational foreign currency hedging relationships and to
hedges of its interest rate exposures where it is permissible to do so under SFAS133. When hedge accounting is used, the relevant hedging relationships are classified as a fair value hedge, a cash flow hedge or, in the case of a hedge of the
Companys net investment in a foreign operation, a net investment hedge.



Where the hedging relationship is classified as a fair value hedge, the carrying amount of the hedged asset or liability is adjusted by the increase or decrease in its fair value attributable to the hedged risk and the resulting gain or
loss is recognized in income where, to the extent that the hedge is effective, it offsets the change in the fair value of the hedging instrument.



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Where the hedging relationship is classified as a cash flow hedge or as a net investment hedge, to the extent the hedge
is effective, changes in the fair value of the hedging instrument are recognized in other comprehensive income rather than in income. Accumulated gains and losses recognized in other comprehensive income in relation to a cash flow hedge are
reclassified to income in the same period or periods during which the hedged transaction affects income. Accumulated gains and losses recognized in other comprehensive income in relation to a net investment hedge are reclassified to income in the
event of the disposal of the foreign operation.



Derivative financial
instruments are classified as current assets or liabilities unless they qualify for hedge accounting under SFAS133 and the hedged item is classified as a non-current asset or liability.



Derivatives embedded in non-derivative host contracts are recognized separately as derivative financial instruments when their risks and
characteristics are not closely related to those of the host contract and the host contract is not stated at its fair value with changes in its fair value recognized in the income statement.



Recently Issued Accounting Standards



(a) Accounting pronouncements adopted during the year



SFAS 123R Share-Based Payment



Share based compensation is provided to employees under the Companys share option,
bonus and other share award plans, whereby the participating employees receive rights over shares in Tomkins plc. In previous periods, the Company accounted for these plans in accordance with APB 25 Accounting for Stock Issued to
Employees, which required that the compensation cost was measured on the basis of the intrinsic value of the awards at the grant date.



In December 2004, the FASB issued SFAS 123R Share-Based Payment which requires companies to measure the cost of share based compensation plans on the basis of
the fair value of the awards. SFAS 123R supersedes APB 25.



Under SFAS 123R,
the fair value of equity-settled awards is determined at the date of grant and is not subsequently re-measured unless the conditions on which the award was granted are modified. For cash-settled awards, the fair value is determined at the date of
grant and is re-measured at each balance sheet date until the liability is settled. Generally, the compensation cost is recognized on a straight-line basis over the vesting period. Adjustments are made to reflect actual and expected forfeitures
during the vesting period due to failure to satisfy service conditions or non-market performance conditions.



The Company adopted SFAS 123R using the modified prospective method with an effective date of January 2, 2005, whereby SFAS 123R has been applied prospectively to the unvested portion of awards that were
outstanding as of January 1, 2005 and all awards granted, modified or settled on or after January 2, 2005. The financial impact of adopting SFAS 123R is discussed in Note 18.



(b) New accounting pronouncements not yet adopted



SFAS 154 Accounting changes and error corrections



In May 2005, the FASB issued SFAS 154 Accounting Changes and Error Corrections which requires retrospective application to the
financial statements of prior periods to reflect changes in accounting principles and redefines the term restatement as the revising of previously issued financial statements to reflect the correction of an error.



Under retrospective application, the new accounting principle is applied as at the beginning
of the first period presented as if that principle had always been used. The cumulative effect of the change is reflected in the carrying value of assets and liabilities as at the beginning of the first period presented and the offsetting
adjustments are recorded to opening retained earnings. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not expect the adoption of SFAS 154 to have a
material effect on its consolidated financial position, results of operations or cash flows.



B. Liquidity and capital resources



Treasury responsibilities and philosophy



The primary
responsibilities of the central treasury function are to procure the Groups capital resources, maintain an efficient capital structure, and management of the Groups liquidity, foreign exchange, interest rate, insurance and pensions risks
on a Group-wide basis.



The central treasury function operates within strict
policies and guidelines approved by the Board. Compliance with these policies and guidelines is monitored through the regular reporting of treasury activities.



A key element of our treasury philosophy is that funding, interest rate and currency risk decisions and the location of cash and debt balances are determined
independently from each other. For example, the Groups debt requirements are met by raising funds in the most favorable markets, with the desired currency profile of net debt being achieved by entering into foreign exchange contracts where
necessary. Similarly, the desired interest rate maturity of net debt is achieved by taking account of all debt and cash balances together with any foreign exchange transactions used to manage the currency profile of net debt. We operate systems to
ensure that all relevant assets and liabilities are taken into account on a Group-wide basis when making these decisions. This portfolio approach to financial risk management enables our activities in these areas to be carried out effectively and
efficiently and with a high degree of visibility.



Details of corporate
bonds and EMTN program



The Group operates a Euro Medium Term Note
(EMTN) Programme. The initial bond under the programme in December 2001 was for £150 million with a ten-year maturity and was issued at a coupon of 8 percent.



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In September 2003, a further £250 million bond with a twelve-year maturity at a coupon of 6.125 percent was issued.
The proceeds of this bond issue were used to finance the early redemption of the convertible cumulative preference shares, which took place in August 2003



Credit rating



In December 2001, long-term credit ratings with Moodys and Standard & Poors were established. The ratings have remained unchanged since this date at Baa2 and BBB respectively. They cover the EMTN
Programme and £250 million bond issued by Tomkins Finance plc, a directly owned subsidiary of Tomkins plc that carries out all of the Groups central treasury activities, together with our £150 million bond issued by Tomkins plc.
The Group also has a short-term rating of P-2 with Moodys. It is managements aim is to manage the Groups capital structure to preserve these ratings.



Committed bank borrowing facilities mainly comprise a multi-currency revolving credit facility of £400 million, the maturity of which
was extended in August 2005, from February 2009 to August 2010.



Borrowing
facilities are monitored against forecast requirements and timely action is taken to put in place, renew or replace credit lines. The Group policy is to reduce financing risk by diversifying funding sources and by staggering the maturity of
borrowings.



Net debt



At December 31, 2005 and January 1, 2005 total debt was $970.2 million and $834.8
million respectively. Net debt, a non-GAAP measure defined as total debt less cash, cash equivalents and restricted cash, at such dates was $564.6 million and $469.4 million. The breakdown of total debt and a reconciliation of total debt to net debt
at carrying value is provided in the table below.



|                                                                 |  |                           |   |  |                         |  
|---------------------------------------------------------------- |  | ------------------------- | - |  | ----------------------- | -
|                                                                 |  | December 31,2005$ million |   |  | January 1,2005$ million |  
|Unsecured loans                                                  |  |                           |   |  |                         |  
|Bank overdrafts                                                  |  | 17.9                      |   |  | 12.5                    |  
|Bank loans                                                       |  | 243.3                     |   |  | 11.9                    |  
|Unsecured loan notes                                             |  | 0.5                       |   |  | 0.6                     |  
|Other unsecured loans                                            |  | 706.2                     |   |  | 768.2                   |  
|                                                                 |  |                           |   |  |                         |  
|                                                                 |  | 967.9                     |   |  | 793.2                   |  
|                                                                 |  |                           |   |  |                         |  
|Secured loans                                                    |  |                           |   |  |                         |  
|Bank loans                                                       |  | 5.3                       |   |  | 5.4                     |  
|                                                                 |  |                           |   |  |                         |  
|                                                                 |  | 973.2                     |   |  | 798.6                   |  
|                                                                 |  |                           |   |  |                         |  
|Capital leases                                                   |  | 21.2                      |   |  | 23.2                    |  
|Derivative financial instruments hedging translational exposures |  | (24.2                     | ) |  | 13.0                    |  
|                                                                 |  |                           |   |  |                         |  
|Total debt                                                       |  | 970.2                     |   |  | 834.8                   |  
|Less cash, cash equivalents and restricted cash                  |  | (405.6                    | ) |  | (365.4                  | )
|                                                                 |  |                           |   |  |                         |  
|Net debt                                                         |  | 564.6                     |   |  | 469.4                   |  
|                                                                 |  |                           |   |  |                         |  



Management believes net debt provides
useful information regarding the level of our indebtedness by reflecting the amount of indebtedness assuming cash and investments are used to repay debt.



Levels of borrowings and seasonality



During 2005, gross and net borrowings (excluding the impact of IFRS adjustments and convertible cumulative preference shares) increased marginally, with gross debt of
$970.2 million and net debt of $564.6 million on 31 December 2005 (2004: $834.8 million and $469.4 million respectively). The higher level of gross debt relative to net debt at the end of the year arose principally as a result of the payment of
dividends from various subsidiaries to Group companies located in the United States, under the Internal Revenue Code Section 965. The peak level of net debt during the year was $699.9 million. Expenditure on acquisitions of $183.9 million less
disposal receipts of $53.2 million contributed to an overall increase in net debt of $57.1 million. As the majority of the Groups debt is denominated in US dollars, reported net debt also increased by $51.0 million as a result of the
strengthening of the US dollar during the period.



The Group operates in a wide
range of markets and geographic locations and as a result the seasonality of our borrowing requirements is low. Underlying cyclicality before capital expenditure is driven principally by the timing of our ordinary and convertible cumulative
preference dividends and interest payments.



|                                                  |  |                    |   |  |                      |   |  |                |  
|------------------------------------------------- |  | ------------------ | - |  | -------------------- | - |  | -------------- | -
|                                                  |  | Committed$ million |   |  | Uncommitted$ million |   |  | Total$ million |  
|Available borrowing facilities                    |  | 1,398.7            |   |  | 401.9                |   |  | 1,800.6        |  
|Cash drawings                                     |  | (912.3             | ) |  | (63.9                | ) |  | (976.2         | )
|Bonds, standby letters of credit, bank guarantees |  |                   |   |  | (130.3               | ) |  | (130.3         | )
|                                                  |  |                    |   |  |                      |   |  |                |  
|Total headroom                                    |  |                    |   |  |                      |   |  | 694.1          |  
|Less uncommitted facilities                       |  |                    |   |  |                      |   |  | (401.9         | )
|                                                  |  |                    |   |  |                      |   |  |                |  
|Committed headroom                                |  |                    |   |  |                      |   |  | 292.2          |  
|                                                  |  |                    |   |  |                      |   |  |                |  
|Cash balances                                     |  |                    |   |  |                      |   |  | 405.6          |  
|                                                  |  |                    |   |  |                      |   |  |                |  



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Funding requirements for investment commitments and authorizations



At December 31, 2005, the Group had surplus cash balances in excess of the operational
needs of our businesses. Accordingly, the Groups present policy is to fund new investments, firstly from existing cash resources and then from borrowings sourced centrally by Tomkins Finance plc. It is the Groups intention to maintain
surplus un-drawn borrowing facilities sufficient to enable the credit ratings to be maintained and to enable the Group to manage its liquidity through the operating and investment cycle. A regular dialogue is maintained with the rating agencies, and
the potential impact on the credit rating is taken into consideration when making capital allocation decisions.



Current versus prospective liquidity



At December 31, 2005, the committed 2010 £400 million multi-currency revolving credit facility was drawn by $205.8 million. The Group had a further $419.6
million of other, mainly uncommitted, credit facilities and finance leases, of which $63.9 million was drawn for cash and $130.3 million was utilized through the issuance of bank guarantees and standby letters of credit. Total headroom under the
facilities was $694.1 million in addition to cash balances of $405.6 million. If all of the Groups uncommitted credit facilities were to have become unavailable, total committed borrowing headroom would have been $292.2 million, in addition to
cash balances.



It is the Groups policy to retain sufficient liquidity
throughout the capital expenditure cycle to maintain our financial flexibility and to preserve our investment grade credit rating.



Maximizing returns on cash balances



The Groups central treasury function is responsible for maximizing the return on surplus cash balances within liquidity and counterparty credit constraints imposed
by the Tomkins Board-approved liquid funds policy. This is done, where practical, by controlling directly all surplus cash balances and pooling arrangements on an ongoing basis and by reviewing the efficiency of all other cash balances across the
Group on a weekly basis. At December 31, 2005, $282.6 million of cash was under the direct control of Group treasury.



The Groups weighted average cost of debt at December 31, 2005 was 6.5 percent (2004: 6.5 percent).



The net interest charge for the year to December 31, 2005 of $24.4 million was $1.0
million higher than the charge for the previous year.



At December 31,
2005, the Groups total cash and investments were $405.6 million. Of this amount, $241.7 million was invested in short-term deposits by the treasury department, $12.9 million of cash was held in the Groups captive insurance company,
Tomkins Insurance Limited, $57.0 million of cash was held in the Groups Asian Unitta companies and $93.2 million of cash was held in centrally controlled pooling arrangements and with local operating companies. $367.1 million of the cash was
interest earning. The Groups policy is to apply funds from one part of the Group to meet the obligations of another part wherever possible, to ensure maximum efficiency of the Groups funds. No material restrictions apply that limit the
application of this policy.



Cash flow and net debt



Management does not anticipate any material long-term deterioration in our overall liquidity
position in the foreseeable future.



Financial commitments



At December 31, 2005, the Group had $130.3 million of bank and insurance company
issued bonds, guarantees and standby letters of credit in issue. These were issued primarily in favor of insurance companies to cover potential workers compensation claims in the United States in the course of normal business, in addition to
other contractual counterparties for operational purposes. Annual operating lease rentals were $37.6 million in 2005 (2004: $39.3 million).



Borrowing covenants



The Group is subject to covenants, representations and warranties commonly associated with investment grade borrowings on the committed 2010 £400 million multi-currency revolving credit facility, the £150
million 2011 bond and the £250 million 2015 bond.



The Group is subject
to two financial covenants under the committed 2010 £400 million multi-currency revolving credit facility. The ratio of net debt to consolidated EBITDA must not exceed 2.5 times and the ratio of consolidated profit from operations to
consolidated net interest charge must not be less than 3.0 times. Throughout 2005, the Group has operated comfortably within these limits. These financial covenants are calculated by applying UK GAAP frozen as at December 31, 2002.



C. Research and development, patents and licenses, etc.



Applied research and development is important to the Groups manufacturing businesses.
The Group maintains development centers in Japan, Europe and the United States. Businesses within the Group are encouraged to review their products regularly and to develop them in accordance with perceived market trends. The Groups measured
expenditure on research and development was $85.5 million in 2005 (2004: $93.7 million, 2003: $95.6 million) of which $0.7 million was capitalized (2004: $nil, 2003: $nil).



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D. Trend information



With around 24 percent of the Companys profits derived from outside the United States, any changes in the value of the US dollar against other currencies is likely
to effect reported earnings in US dollars.



Overall, the outlook for our
markets in 2006 remains positive. The global automotive aftermarket (21.3 percent of Group sales in 2005) showed steady growth and in 2006 we expect the markets in North America and Europe to grow in line with GDP. Global automotive original
equipment production in 2005 (21.1 percent of Group sales) increased by 3.9 percent compared to the prior year according to CSM Auto, with a total of 62.2 million light vehicles manufactured. In 2006, CSM is forecasting production to increase
by 3.5 percent with production flat in North America, lower by 1.5 percent in Western Europe and ahead by 3.9 percent Japan and Korea and by 8.7 percent in South America. In the emerging markets, including China production is forecast to grow by
11.6 percent in 2006.



The industrial original equipment market showed good
year-on-year growth in 2005 and represented 16.3 percent of Group sales. Total industrial production as measured by the US Federal Reserve was 2.9 percent higher and capacity utilization was 1.3 percent higher when compared to 2004. The market is
expected to show continuing modest growth in 2006. The industrial replacement market (11.1 percent of Group sales) performed strongly in 2005. Distributors experienced strong end-market demand due to the strength in US industrial activity.
Predictions are that this market will remain strong in 2006.



The US
residential construction market (12.0 percent of Group sales) recorded another year of strong growth in 2005. The US Census Bureau recorded residential building permits on a year-to-date basis of 2.1 million, an increase of 3.4 percent on 2004,
and housing starts grew by 5.6 percent. The National Association of House Builders is forecasting the market to be down around 6.5 percent at 1.93 million in 2006, but this remains a strong market by historical standards. The non-residential
construction market (12.7 percent of Group sales) finished the year flat to 2004 according to the Dodge construction report. Dodge is forecasting an increase of 4.0 percent in 2006.



The remaining 5.5 percent of Group sales relate to other varied markets, including recreational vehicles and manufactured housing.



See also Item 5 Operating and Financial Review and Prospects -
Operating Results and in Item 4. Information on the Company.



E. Off balance sheet arrangements



The Company does not
believe that it has any material off balance sheet arrangements.



F. Tabular
disclosure of contractual obligations



Contractual obligations and
commercial commitments



The Companys consolidated contractual
obligations and commercial commitments are summarized below. The following table includes aggregate information about the Companys contractual obligations as of December 31, 2005 and the periods in which payments are due. Amounts in
respect of operating leases and purchase obligations are items that the Company is obligated to pay in the future, but they are not required to be included on the consolidated balance sheet. The table does not include any potential obligations that
may arise in respect of the Companys pension schemes. The Company expects to contribute approximately $69 million to its pension plans during fiscal 2006.



|                            |  |                |  |                          |  |                    |  |                    |  |                       
|--------------------------- |  | -------------- |  | ------------------------ |  | ------------------ |  | ------------------ |  | ----------------------
|Contractual obligations     |  | Total$ million |  | Less than1 year$ million |  | 1-3 years$ million |  | 4-5 years$ million |  | After 5 years$ million
|Debt(1)                     |  | 973.2          |  | 69.7                     |  |                   |  | 205.5              |  | 698.0                 
|Capital lease obligations   |  | 28.6           |  | 4.6                      |  | 7.7                |  | 5.3                |  | 11.0                  
|Operating lease obligations |  | 213.7          |  | 35.7                     |  | 54.9               |  | 41.9               |  | 81.2                  
|Purchase obligations(2)     |  | 122.4          |  | 109.7                    |  | 12.7               |  |                   |  |                      
|                            |  |                |  |                          |  |                    |  |                    |  |                       
|Total                       |  | 1,337.9        |  | 219.7                    |  | 75.3               |  | 252.7              |  | 790.2                 
|                            |  |                |  |                          |  |                    |  |                    |  |                       

---

|(1) | Substantially all of contractual debt obligations are made up of bonds issued under The Euro
Medium Term Note Program. The initial bond issued under the program in December 2001 was for £150 million with a ten-year maturity and was issued at a coupon of 8 percent. In September 2003 we issued a further £250 million bond with a
twelve-year maturity at a coupon of 6.125 percent.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Purchase obligations are defined as an agreement to purchase goods or services that is
enforceable and legally binding on the company that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the appropriate timing of the transaction.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



G. Safe Harbor



See special note regarding forward-looking statements.



30



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##### Table of Contents

Item 6. Directors, Senior Management and Employees



A. Directors and senior management



The directors and
executive officers of Tomkins plc as of April 24, 2006 are as follows:



|                        |  |                         |  |                                            
|----------------------- |  | ----------------------- |  | -------------------------------------------
|                        |  | Age as ofApril 24, 2006 |  | Detail                                     
|Executive directors     |  |                         |  |                                            
|                        |  |                        
|J. Nicol                |  | 52                      |  | Chief Executive Officer                    
|                        |  |                        
|K. Lever                |  | 52                      |  | Chief Financial Officer                    
|                        |  |                        
|Non-executive directors |  |                         |  |                                            
|                        |  |                        
|D.B. Newlands           |  | 59                      |  | Non-executive Chairman                     
|                        |  |                        
|N.N. Broadhurst         |  | 64                      |  | Non-executive director                     
|                        |  |                        
|R.D. Gillingwater       |  | 49                      |  | Non-executive director                     
|                        |  |                        
|J.M.J. Keenan           |  | 69                      |  | Non-executive director                     
|                        |  |                        
|K.J. Minton             |  | 69                      |  | Non-executive director                     
|                        |  |                        
|Sir Brian Pitman        |  | 74                      |  | Non-executive director                     
|                        |  |                        
|D.H. Richardson         |  | 54                      |  | Non-executive director                     
|                        |  |                        
|D.D.S. Robertson        |  | 56                      |  | Non-executive director                     
|                        |  |                        
|M.F. Wallach            |  | 63                      |  | Non-executive director                     
|                        |  |                        
|Executive officers      |  |                         |  |                                            
|                        |  |                        
|R. Bell                 |  | 57                      |  | President - The Gates Rubber Company       
|                        |  |                        
|D.J. Carroll            |  | 49                      |  | Executive Vice President                   
|                        |  |                        
|W.M. Jones              |  | 56                      |  | President  Dexter Axle Company            
|                        |  |                        
|T.J. OHalloran         |  | 58                      |  | President - Air Systems Components Division
|                        |  |                        
|G.S. Pappayliou         |  | 52                      |  | General Counsel                            
|                        |  |                        
|N.C. Porter             |  | 54                      |  | Company Secretary                          
|                        |  |                        
|M.T. Swain              |  | 52                      |  | Executive Vice President  Human Resources 
|                        |  |                        
|J.W. Zimmerman          |  | 43                      |  | Vice President  Corporate Development     



Executive directors



J. Nicol was appointed Chief Executive on February 18,
2002. He was formerly President and Chief Operating Officer of Magna International Inc., the Canadian automotive parts company. He joined Magna in 1987 as Vice President, Special Projects, following a successful career as a commercial lawyer. He
left in 1992 to set up TRIAM Automotive Inc. and returned to Magna as Vice-Chairman when Magna acquired TRIAM in 1998.



K. Lever was appointed Chief Financial Officer on November 1, 1999. He is a non-executive director of iSOFT Group plc. He is a Chartered Accountant and a
member of the ICAEW Financial Reporting Committee and Chairman of the Hundred Group Financial Reporting Committee. He has held executive directorships at Albright and Wilson plc, Alfred McAlpine PLC and Corton Beach plc and was a partner at Arthur
Andersen.



Non-executive directors



D.B. Newlands was appointed a non-executive director of the Company in August 1999,
and became Chairman in June 2000. He is non-executive Chairman of KESA Electricals plc, PayPoint plc and a director of a number of other companies. He was formerly finance director of The General Electric Company p.l.c. and Chairman of Britax
International plc.



N.N. Broadhurst was appointed a non-executive
director of the Company in December 2000. He is currently Chairman of Chloride Group PLC and Freightliner Limited. He is also Deputy Chairman of Cattles plc and a non-executive director of Old Mutual plc and United Utilities PLC. He was Group
Finance Director of Railtrack PLC from 1994 to 2000.



31



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##### Table of Contents

R.D. Gillingwater was appointed to the Board in December 2005. He is currently Head of Shareholder Executive, the
body responsible for the UK Governments shareholdings in major publicly-owned UK businesses. He previously held a number of senior investment banking positions with CSFB, BZW and Kleinwort Benson after qualifying as a solicitor with Lovell
White Durrant.



J.M.J. Keenanwas appointed a non-executive director of
the Company in November 2001. He is presently a non-executive director of Marks and Spencer Group p.l.c.and the Body Shop International plc and is the patron of the Centre for International Business and Management at Cambridge University. Previously
he was Chairman of Kraft International, Chief Executive of Guinness United Distillers & Vintners Limited and an executive director of Diageo plc until he retired in October 2001.



K.J. Minton was appointed a non-executive director of the Company in December 2000. He is Executive Chairman of 4imprint Group plc
and a non-executive director of Solvay SA. He spent most of his career at Laporte plc where he was Managing Director for five years and then Chief Executive for ten years. Subsequently he was Executive Chairman of Arjo Wiggins Appleton PLC. He was
also non-executive Chairman of John Mowlem & Company PLC and SGB Group Plc.



Sir Brian Pitman was appointed a non-executive director of the Company in June 2000. He is also a non-executive director of the Carphone Warehouse Group PLC, Singapore Airlines Limited, Virgin Atlantic Airways Limited and ITV plc,
and is a senior adviser to Morgan Stanley. He retired in April 2001 from Lloyds TSB Group plc where he was Chief Executive for 13 years and Chairman for four years. He was also non-executive Chairman of Next Group plc from 1998 until May 2002.



D.H. RichardsonAppointed to the Board in March 2006. He is currently a
non-executive director of Serco Group plc, Dairy Crest Group plc, Forth Ports PLC and De Vere Group Plc. He held a number of senior financial management and strategic planning positions in Whitbread PLC from 1983 to 2005 becoming Group Finance
Director in 2001. Prior to his time at Whitbread, he had worked for ICL plc and Touche Ross & Co. (now Deloitte & Touche LLP).



D.D.S. Robertsonwas appointed to the Board in December 2005. He is currently a non-executive Director of Forth Ports PLC, Henderson TR Pacific Investment Trust
plc and International Power plc. He was Group Chief Executive of Wates Group Limited between 2000 and 2004, having previously spent 25 years with BP in a number of senior positions. He was the Senior Independent Director at WS Atkins plc from 2000
to 2005.



M.F. Wallach was appointed a non-executive director of the
Company in August 1999. He is an investment banker, based in Denver, Colorado. He advises the Gates family on its interests in the Groups perpetual preference shares.



Executive officers



R. Bellwas appointed President of The Gates Rubber Company on May 27, 2002, in addition to his role as Group President Worldwide Power Transmission Division.
He came to Gates with the Uniroyal acquisition in 1986 and has held management positions in Asia and Europe prior to moving to the United States of America in 1996.



D.J. Carroll was appointed Executive Vice President on July 1, 2003 and has executive responsibilities for four business units
within the Tomkins Group. He joined Tomkins from Magna International Inc. where he had operated in various sales and planning roles since 1984 becoming Executive Vice President, Marketing and Corporate Planning in 2002.



W.M. Jonesjoined the Tomkins Group with the acquisition of Philips Industries in
1990. Having spent 10 years with General Motors he joined Philips Industries in 1979 becoming President  Dexter Axle Company in 1985. He has had executive responsibility for both Dexter Axle Company and Philips Products Inc. since 1996 and has
also recently taken on responsibility for Lasco Fittings.



T.J.
OHalloran was appointed President  Air Systems Components Division in 1999. He has had eighteen years experience with Tomkins in the ASC group, including his present role as President of Air Systems Components Limited Partners and
responsibility as President of Ruskin.



G.S. Pappayliou was appointed
General Counsel on April 9, 2003. He joined the Group in August 1990 with the acquisition of Philips Industries. Thereafter he served as the General Counsel of Tomkins Industries and later as the Groups General Counsel  North
America.



N.C. Porter was appointed Company Secretary on August 1,
2002. Previously he was Company Secretary at Marconi plc and before that at its predecessor, The General Electric Company p.l.c.



M.T. Swainwas appointed Executive Vice President  Human Resources in August 2004. He joined Tomkins in January 1986 and filled a number of financial control
roles until appointed as Vice President  Special Projects in 2002 where he had executive responsibilities for four business units. He is a Chartered Management Accountant.



J.W. Zimmermanwas appointed Vice President  Corporate Development in July 1999. He is a Chartered Accountant (S.A.).
Previously he was a Principal at Braxton Associates in Canada and a Senior Manager at Deloitte & Touche in South Africa.



Board changes



R.D. Gillingwater and D.D.S. Robertson were appointed as non-executive directors on 20 December 2005 and D.H. Richardson was appointed as a non-executive director on 1 March 2006. Following the substantial
reduction in the interests of the Gates family in the Company on 9 March 2006, Mr Marshall Wallach will resign from the Board with effect from 1 May 2006. N.N. Broadhurst and K.J. Minton will retire as non-executive directors at the
conclusion of the Annual General Meeting on 22 May 2006.



M.T Swain has
announced his retirement effective June 30, 2006.



Executive officer
changes



All of the above were executive officers throughout Fiscal
2005.



32



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##### Table of Contents

There are no family relationships between any director or executive officer and any other director or executive officer
or any arrangement or understanding between any director or executive officer and any other person pursuant to which such director or executive officer was so elected or appointed.



The Articles of Association of the Company provide that, unless otherwise determined by the shareholders at a general meeting, the number of
directors will not be less than two or more than fifteen. Directors may be appointed by the shareholders at a general meeting or by the Board itself, provided that any director appointed by the Board is required to retire from office (but is
eligible to stand for re-appointment by the shareholders) at the annual general meeting of the Company following his appointment. At every annual general meeting, not less than one-third of the directors are required to retire from office and are
eligible to stand for re-appointment at such meeting. Subject to the provisions of the Companies Act 1985, the Board may from time to time appoint one or more directors to an executive office on such terms and for such period as it may determine. No
director or executive officer has a service contract with the Company of more than two years duration.



33



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##### Table of Contents

B. Compensation



Remuneration Committee



This section to shareholders sets out the membership of the Remuneration Committee and the names of the advisers who provided services to the Committee during the year to December 31, 2005. The policies that have
been followed by the Remuneration Committee during the year in determining the elements of executive remuneration are also set out, together with the policies and principles to be followed by the Committee over the next two years.



The Board keeps under review the terms of reference for the Remuneration Committee, which are
based on current best practice contained in the model terms of reference set out in the Guidance Note produced by the Institute of Chartered Secretaries and Administrators. The principal responsibility of the Committee is to determine the framework
or broad policy for the Companys executive remuneration and the remuneration of the Chairman of the Board, for approval by the Board. The remuneration of non-executive Directors is a matter for the Board itself. The terms of reference of the
Remuneration Committee can be found in the corporate governance area on the Companys website, www.tomkins.co.uk. In addition, the Company takes full account of the guidelines published by the Association of British Insurers and the National
Association of Pension Funds.



Details of the emoluments, bonuses,
benefits-in-kind, incentive arrangements (including share options and other long-term incentives), pensions and service contracts applicable to each Director who served during the year to December 31, 2005 are given in this report, which will
be put to the vote of shareholders at the forthcoming Annual General Meeting.



Membership of the Remuneration Committee and Advisers



The
Remuneration Committee is made up exclusively of non-executive Directors whom the Board determined to be independent, as each was found to be free from any material business or other relationship with the Company (either directly or as a partner,
shareholder or officer of an organization that has a relationship with the Company). Accordingly, the Board believes that there are no such relationships that could materially interfere with the exercise of their independent judgment. Messrs.
Minton, Broadhurst and Keenan served on the Committee throughout the year and Richard Gillingwater was appointed to the Committee on 20 December 2005. The members of the Remuneration Committee at December 31, 2005 were:



K J Minton (Chairman)

N N Broadhurst

R D Gillingwater

J
M J Keenan



There were no other changes to the membership of the Committee
during the year.



The Committee consults with the Chairman of the Board and the
Chief Executive Officer concerning matters of executive remuneration. The Committee also received advice from external advisers, PA Consulting Group, concerning a Company share plan. PA Consulting Group also provided consulting services during the
year in respect of business process in Tomkins. Mercer Human Resource Consulting provided pension advice in respect of executive Directors and senior executives and provided professional services in the area of pension scheme advice. Other than
those consulting services mentioned above, PA Consulting Group and Mercer Human Resources had no connections with the Company.



Statement of Companys policy on Directors remuneration



The policies operated by the Company during the year and those to be applied over the next two years, are set out below:



Executive remuneration



The Companys policy on executive remuneration is that the Remuneration Committee and the Board should each satisfy itself that
executives, including executive Directors, are fairly rewarded for their individual contributions to the Groups performance. The Remuneration Committee has sought to ensure that executive Directors receive a level of remuneration that is
appropriate to their scale of responsibility and performance and which will attract, motivate and retain individuals of the necessary caliber. The only pensionable element of executive Directors remuneration is basic salary. This policy
applies whether or not an executive Director is a member of the Tomkins Retirement Benefits Plan or has a personal pension arrangement.



Annual remuneration for executives



The Board recognizes that one of its key objectives is to grow the value of the business for the benefit of shareholders and that such growth is strongly related, amongst
other things, to the degree of entrepreneurial spirit in the Group. In order to create the necessary entrepreneurial impetus within an organization, compensation arrangements are required which are similar to those that an owner of a business would
seek. This has led to the adoption of a remuneration policy under which the levels of total remuneration are set in order to attract, retain and motivate executives. Remuneration is provided through a combination of base salaries at median level or
below and annual bonuses that have a direct and proportionate link to total value created for shareholders. This provides the incentive for executives to act like owners of the business. The Remuneration Committee and the Board believe that this
more closely aligns the interests of shareholders and management whereby executives only receive substantial rewards when they have created high value in the business.



Over time and subject to the achievement of value-creating performance targets, this policy is likely to lead to a realignment of the
component parts of total executive remuneration, so that a greater part of the total package received by executives is made up of incentive pay with the remainder coming from base salaries at the median level or below. The performance targets for
the Companys executive share option scheme and the Annual Bonus Incentive Plan ensure that a substantial proportion of total remuneration is directly related to actual measurable performance.



34



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##### Table of Contents

Non-executive Directors fees and Chairmans remuneration



The executive members of the Board review the fees of non-executive Directors, who play no
part in determining their own remuneration. The Chairmans remuneration is determined by the Remuneration Committee (in the absence of the Chairman) and is approved by the Board. The review of non-executive Directors fees and the
Chairmans remuneration takes place every two years.



Service contracts



The Companys policy on Directors service contracts is that
service contracts and letters of appointment for executive Directors normally provide for notice periods of no longer than twelve months. On appointment, a longer notice period may apply, but this will reduce over time to the normal twelve
months notice period. Notwithstanding the provisions in an executive Directors service contract or letter of appointment concerning termination payments, the Company will seek to reduce any compensation that may be payable to reflect the
departing Directors obligation to mitigate loss.



External
appointments



The Companys policy on external appointments is that,
with the approval of the Chairman of the Board, executive Directors are permitted to hold appointments outside the Company. Any fees payable in connection with such appointments are normally retained by Directors unless otherwise agreed.



Long-term incentives and share options



The Company has operated a number of share-based long-term incentive schemes in the past
but, following a review of executive remuneration, the Remuneration Committee and Board expect the number of plans and schemes to reduce over time as they lapse and are not renewed or replaced. As reported last year, the Remuneration Committee and
the Board had decided not to continue with an executive share option scheme beyond May 9, 2005, the date on which the Companys Executive Share Option Schemes lapsed. Following further consideration, the Board has decided to seek
shareholder approval at the forthcoming Annual General Meeting of the introduction of a new share scheme, The Tomkins 2006 Performance Share Plan, a summary of which is set out below.



The Companys new employee savings related share option scheme, the Tomkins 2005 Sharesave Scheme, which applies to all UK employees,
was approved by shareholders at the Annual General Meeting in May 2005.



Retirement benefits



The Companys retirement benefit
plan was closed to new members in April 2002 and, since that time, the Companys policy has been that new employees, including executive Directors and senior executives, will receive a payment from the Company to enable them to make
contributions to retirement benefit schemes of their choice on behalf of themselves and their dependants. No change to this policy is expected over the next two years. The normal retirement age of the executive Directors is 60.



Performance graph



The graph set out below plots Total Shareholder Return on a holding in the Companys shares for each of the past five years ended
December 31, measured against the performance of the FTSE Engineering and Machinery Index. This index was chosen because its major constituents are, like Tomkins, moderately diversified engineering groups with a significant manufacturing
presence outside the home UK market.



Total shareholder
return (December 2000 to December 2005)



LOGO



The index classifications changed on 3 January
2006 and with effect from that date Tomkins is included in General Industrials.



35



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##### Table of Contents

Basic salary, fees, bonuses and benefits in kind for the year ended December 31, 2005



|                        |  |                      |  |                   |  |                    |  |                            |  |                         |  |                              |     |  |                         |  |                                                    |  |                              
|----------------------- |  | -------------------- |  | ----------------- |  | ------------------ |  | -------------------------- |  | ----------------------- |  | ---------------------------- | --- |  | ----------------------- |  | -------------------------------------------------- |  | -----------------------------
|                        |  |                      |  |                   |  |                    |  |                            |  |                         |  |                              |     |  |                         |  | Total emoluments (excluding retirementbenefits)(7)
|Directors emoluments   |  | Basicsalary/fees$000 |  | Bonus cash(1)$000 |  | Bonusshares(1)$000 |  | Bonusdeferredshares(2)$000 |  | Benefits-in-kind(3)$000 |  | Long-termincentiveplans $000 |     |  | Pensioncontribution$000 |  | Year endedDecember 31,2005 $000                    |  | Year endedJanuary 1,2005 $000
|Chairman                |  |                      |  |                   |  |                    |  |                            |  |                         |  |                              |     |  |                         |  |                                                    |  |                              
|D B Newlands(4)         |  | 327                  |  |                  |  |                   |  |                           |  |                        |  |                             |     |  |                        |  | 327                                                |  | 329                          
|                        |  |                      |  |                   |  |                    |  |                            | 
|Executive Directors     |  |                      |  |                   |  |                    |  |                            |  |                         |  |                              |     |  |                         |  |                                                    |  |                              
|J Nicol                 |  | 1,500                |  | 1,527             |  | 381                |  | 763                        |  | 172                     |  | 7,613                        | (5) |  | 563                     |  | 12,519                                             |  | 5,338                        
|K Lever                 |  | 752                  |  | 719               |  | 180                |  | 359                        |  | 16                      |  |                             |     |  | 271                     |  | 2,297                                              |  | 1,939                        
|                        |  |                      |  |                   |  |                    |  |                            | 
|Non-executive Directors |  |                      |  |                   |  |                    |  |                            |  |                         |  |                              |     |  |                         |  |                                                    |  |                              
|N N Broadhurst(4)       |  | 118                  |  |                  |  |                   |  |                           |  |                        |  |                             |     |  |                        |  | 118                                                |  | 119                          
|R D Gillingwater(6)     |  |                     |  |                  |  |                   |  |                           |  |                        |  |                             |     |  |                        |  |                                                   |  |                             
|J M J Keenan(4)         |  | 105                  |  |                  |  |                   |  |                           |  |                        |  |                             |     |  |                        |  | 105                                                |  | 106                          
|K J Minton(4)           |  | 145                  |  |                  |  |                   |  |                           |  |                        |  |                             |     |  |                        |  | 145                                                |  | 152                          
|Sir Brian Pitman(4)     |  | 82                   |  |                  |  |                   |  |                           |  |                        |  |                             |     |  |                        |  | 82                                                 |  | 82                           
|D D S Robertson         |  | 3                    |  |                  |  |                   |  |                           |  |                        |  |                             |     |  |                        |  | 3                                                  |  |                             
|M F Wallach(4)          |  | 100                  |  |                  |  |                   |  |                           |  |                        |  |                             |     |  |                        |  | 100                                                |  | 100                          
|                        |  |                      |  |                   |  |                    |  |                            |  |                         |  |                              |     |  |                         |  |                                                    |  |                              
|                        |  | 3,132                |  | 2,246             |  | 561                |  | 1,122                      |  | 188                     |  | 7,613                        |     |  | 834                     |  | 15,696                                             |  | 8,165                        
|                        |  |                      |  |                   |  |                    |  |                            |  |                         |  |                              |     |  |                         |  |                                                    |  |                              

---

|(1) | Details of bonus payments in accordance with the Annual Bonus Incentive Plan are given on page 37.
|--- | --------------------------------------------------------------------------------------------------

|(2) | Deferred shares are held under the Annual Bonus Incentive Plan.
|--- | ---------------------------------------------------------------

|(3) | Benefits-in-kind include medical cover, life assurance and other benefits in accordance with their service contract or letter of appointment. (Benefits-in-kind for James Nicol for
the year to December 31, 2005 additionally included a buy-out bonus payment, a relocation allowance of $42,000 per month for a period of three years which ended on February 18, 2005 and company car and related costs.)
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | On July 18, 2005, 2,000 shares were purchased for each of the non-executive Directors at a market price of 272.81 pence per share. The cost of these shares formed part of their
remuneration.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | 3,045,684 shares were awarded under the Deferred matching Share Purchase Plan on February 11, 2002, being part of the incentive package to attract James Nicol to the Company.
1,469,980 shares vested on February 18, 2005 and the remainder were forfeited. Under the terms of his contract, Mr Nicol elected to receive a cash payment of $7.6 million (subject to statutory deductions) in lieu of shares. (See Deferred
matching Share Purchase Plan below for more details.)
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Richard Gillingwater, in accordance with Cabinet Office guidelines, has waived his fees.
|--- | ----------------------------------------------------------------------------------------

|(7) | See section 6 Retirement benefits on page 38 for more details.
|--- | ----------------------------------------------------------------



During the year no Director exercised any options and accordingly no gains or losses were made on exercise (year to January 1, 2005  £nil).



Chairmans remuneration



Having taken into consideration comparative remuneration data, the contribution made by the
Chairman to the Companys affairs, the time he devotes to the Companys business, and the extra responsibilities placed upon him arising from the changes in corporate governance requirements in the UK and the US, the Remuneration Committee
recommended to the Board that his remuneration should be increased from $318,000 to $336,000 plus 2,000 Tomkins plc shares per annum, with effect from January 1, 2006. These recommendations were approved by the Board.



Non-executive Directors fees



The executive members of the Board reviewed the fees paid to non-executive Directors and
noted that the basic fee paid to non-executive Directors of $73,000 plus 2,000 Tomkins plc shares per annum was last reviewed in November 2003. Having taken into consideration comparative remuneration data, the contribution made by individual
non-executive Directors to the Companys affairs, the time they devote to the Companys business, and the extra responsibilities placed upon them arising from the changes in corporate governance requirements in the UK and the US, the
executive Directors concluded that the basic annual fee should be increased to $76,000 plus 2,000 Tomkins plc shares per annum commencing January 1, 2006. No changes to the level of Committee fees were made.



36



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##### Table of Contents

The following table shows emoluments paid or payable to all directors and all executive officers of Tomkins plc as a
group for the year ended December 31, 2005.



|                                                 |  |                           
|------------------------------------------------ |  | --------------------------
|                                                 |  | Year endedDecember 31,2005
|                                                 |  | $000                      
|Salaries and fees                                |  | 6,444                     
|Bonus cash                                       |  | 4,877                     
|Benefits-in-kind                                 |  | 292                       
|Social security contributions                    |  | 1,870                     
|Bonus shares                                     |  | 1,207                     
|Bonus deferred shares                            |  | 2,415                     
|                                                 |  |                           
|Total emoluments excluding pension contributions |  | 17,105                    
|Pension contributions                            |  | 1,776                     
|Long-term incentive plans                        |  | 7,613                     
|Notional gains on the exercise of share options  |  | 31                        
|                                                 |  |                           
|                                                 |  | 26,525                    
|                                                 |  |                           



Annual Bonus Incentive Plan



The executive Directors and senior executives participate in the
Companys Annual Bonus Incentive Plan (the Plan). Each participant in the Plan receives a percentage of bonusable profit of the business for which he or she has responsibility. Bonusable profit is based on operating
profit less a charge for tax, certain exceptional items, and a charge for invested capital, and is based upon IFRS. The objective of the Plan is to reward the senior executives for increasing the overall value created in the business, based on the
margin of the after-tax return on invested capital in excess of the weighted average cost of capital. Accordingly, bonusable profit may increase at a faster rate than operating profit where the margin of the return over the cost of capital
increases. This aligns the interests of management and shareholders. In arriving at bonusable profit, adjustments may be made for operating exceptional items relating to strategic manufacturing initiatives to match the costs of the strategic
manufacturing initiatives to the benefits over a period of up to three years. With the approval of the Remuneration Committee, adjustments are also made for non-operating exceptional items. The charge for taxation reflects the ongoing charge for tax
excluding any benefit from exceptional adjustments to tax provisions. The charge for invested capital is based on applying the estimated weighted average cost of capital to the average invested capital in the Group. The estimated weighted average
cost of capital takes into account the capital structure of the Group and the costs associated with each element of capital. The method of calculation has been agreed by the Remuneration Committee and is subject to review each year. The invested
capital is based on the book value of assets in the Group excluding goodwill relating to acquisitions made prior to December 30, 1999. The cost of capital used in the calculation of bonusable profit for the year under review was 7.7 percent.



The Remuneration Committee carries out a detailed review of the computations
involved and ensures that the rules are applied consistently. Furthermore, the independent auditor is asked to perform agreed-upon procedures on behalf of the Remuneration Committee on the calculations which underlie the computation of the bonusable
profit. The incentive bonus of the executive Directors is based on a percentage of the bonusable profit of the Group which, for the year ended December 31, 2005, was $224.6 million (January 1, 2005  $202.7 million). James Nicol received
the sum of $2.7 million (January 1, 2005  $2.4 million) and Ken Lever received the sum of $1.3 million (January 1, 2005  $0.9 million). Ken Levers percentage of bonusable profit increased during the year in accordance with the
levels approved by the Remuneration Committee at the time the Plan was introduced. Although there is no limit to the bonusable profit on which bonuses are calculated, inordinate growth in bonusable profit in any one year is unlikely to arise due to
the nature of the Groups business.



The bonus awards are payable to the
senior participants, including executive Directors, as to four-sevenths in cash, one-seventh in bonus shares and two-sevenths in deferred shares. The bonus awards payable to the remaining participants are as to three-quarters in cash, one-twelfth in
bonus shares and one sixth in deferred shares. The bonus is paid at the end of June, September and December based on 75 percent of the bonus earned to the end of the previous quarter, with the balance of the full entitlement to the bonus for the
calendar year paid at the end of March following the calendar year-end.



Bonus
shares are restricted and vest only after a period of three years after the initial bonus award. Dividends are paid on the bonus shares. Deferred shares are awarded at the time of the initial bonus award but the vesting of the shares is conditional
on continued employment with the Group for three years after the award. Dividends are not paid on the deferred shares until they have vested.



As a condition of continued participation in the Plan, senior participants, including executive Directors, are required to hold shares with a purchase cost equivalent to
one years total after-tax remuneration including bonus, based on an average of the previous three years. Remaining participants are required to hold shares with a purchase cost equivalent to one half of one years total after-tax
remuneration including bonus, based on an average of the previous three years. Increases in annual base salary of all participants, including executive Directors, are restricted to the equivalent rate of increase in the Retail Prices Index (in the
UK) or equivalent index in the country in which a participant works. The restrictions on the increases in salary, together with the growth in bonus, assuming increases in bonusable profit, will result in the incentive pay element of remuneration
increasing over time. The share awards will increase the investment each of the participants, including executive Directors, has in Tomkins plc shares.



The Tomkins 2006 Share Plan



Subject to the approval of shareholders at the 2006 Annual General Meeting, it is proposed to introduce the Tomkins 2006 Performance Share Plan (the 2006 Plan), a long-term incentive plan. The purpose of
the 2006 Plan is two-fold. First, to provide a share-based long-term incentive arrangement for senior executives which more closely aligns the interests of executives with shareholders. Secondly, the 2006 Plan is in substitution of the
Companys legal obligation to the Chief Executive to provide annual



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grants of options, which had previously been satisfied by the Tomkins Executive Share Option Scheme that lapsed in May
2005. The Remuneration Committee considered the alternatives and, with the agreement of the Chief Executive and the assistance of PA Consulting Group, over the past year devised a plan that achieves those aims. The 2006 Plan will only provide
rewards if shareholders have seen value created over the preceding three years. The Remuneration Committee and Board believe that this creates a better alignment between executive reward and the creation of shareholder value than a standard
executive share option scheme.



The 2006 Plan has four key features:
(i) the performance baseline is established which is equal to the cost of equity and if the Total Shareholder Return (comprising dividends and increase in the share price) over three years does not exceed the cost of equity over the same three
year period, no award of shares will be made; (ii) the award of shares will be proportional to the degree of performance over the baseline; (iii) there is a cap on the quantum of share awards; and (iv) subject to
performance, awards will be made at the end of each three-year performance period.



Closed scheme



The Tomkins Share Matching Scheme
(SMS)



Awards which had been made under a now expired scheme
known as the Tomkins Restricted Share Plan and which had vested, were eligible for matching awards for the same number of shares under the SMS. Such awards could be for up to two conditional share matching awards vesting a further two years and four
years respectively after the end of the original restricted period. The final commitment to grant an SMS award was made during the year and the SMS is therefore now closed for grant purposes. With shareholder approval, this share scheme was
introduced in 1996 with no performance conditions attached and accordingly it does not comply with Schedule A of the Combined Code.



Details of the shares held under the SMS are set out in Section E. below. Directors current interest in Tomkins shares is also set out in Section E. and where
appropriate, these include shares held through their participation in the SMS. The interests of the Directors in Tomkins ordinary shares held within the SMS that are yet to vest and yet to be included in Directors remuneration were as follows:



|         |  |                |  |                        |  |               |  |              |  |                       |  |              
|-------- |  | -------------- |  | ---------------------- |  | ------------- |  | ------------ |  | --------------------- |  | -------------
|Director |  | Scheme or Plan |  | December 31 2005Number |  | AwardedNumber |  | VestedNumber |  | January 1, 2005Number |  | VestingPeriod
|K Lever  |  | SMS            |  | 1,809                  |  | 1,809         |  | 1,809        |  | 1,809                 |  | 2007         



The value of entitlements held under
the SMS for current Directors at December 31, 2005 was $9,000 (January 1, 2005  $9,000). 1,809 shares were awarded to Ken Lever on 29 December 2005 (in relation to the vesting of the SMS award made on 25 November 2003 in
connection with the vesting of the RSP award made on 15 August 2000) with a market value of $9,000 when the market price per share was 290.00 pence per share. (No Director received an award in the year ended 1 January 2005.) No other
Director received an award under the SMS during the year.



During the year
1,809 shares vested under the SMS at 289.02 pence per share, market value $9,000, in respect of Ken Lever. (No shares awarded to Directors vested under the SMS during the year ended 1 January 2005.) No other Director had shares vest under the
SMS during the year.



At 31 December 2005, 3,618 shares were required to
be retained by Ken Lever in order to allow the SMS award in the above table to vest in the relevant vesting period (1 January 2005  1,809 shares required to be retained by Ken Lever). No other current Director was required to retain shares in
this respect at 31 December 2005.



Deferred Matching Share Purchase
Plan



This was specifically and solely introduced for James Nicol as part
of the incentive package to attract him to the Company. Under this Plan, 3,045,684 shares (Matching Shares) were awarded on 11 February 2002 following the purchase by James Nicol of 1,015,228 Tomkins plc shares. On 18 February
2005, the award vested in respect of 1,015,228 Matching Shares and of the remaining 2,030,456 Matching Shares, 454,752 vested and the balance lapsed. The number of shares which vested was calculated on the basis of the highest price of a Tomkins
share sustained over a five-day period during the six-month period ended 18 February 2005 (285.25 pence), to the extent that, for every 1 penny that the share price increased over 197 pence, being the market price on 18 February 2002, up
to a maximum of 591 pence, James Nicol was entitled to receive 5,153 shares. Under the terms of his contract, Mr Nicol elected to receive a cash payment of $7.6 million (subject to statutory deductions) in lieu of shares.



Retirement benefits



James Nicol and Ken Lever are not entitled to any retirement benefits defined in terms of final or average salary but they receive a payment
at an annual rate of 37.5 percent of their basic salary to enable them to make contributions to retirement benefit schemes of their choice on behalf of themselves and their dependants. For the year ended 31 December 2005, this amounted to
$562,000 (year to January 1, 2005  $548,000) for James Nicol, and $270,000 (year to January 1, 2005  $263,000) for Ken Lever. At the time he joined the Company, Ken Lever was given the option to elect at any time to become a
member of the Tomkins Retirement Benefits Plan (the RBP) or any other replacement pension scheme nominated by the Company, but did not do so during the year ended 31 December 2005. The normal retirement age of the executive
Directors is 60.



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##### Table of Contents

Service Contracts



A summary of the service contract or letter of appointment of each of the Directors is as follows:



James Nicol  Chief Executive Officer



The Company and James Nicol entered into a contract dated February 11, 2002 which set out the terms and conditions under which he joined the Company as Chief
Executive Officer on February 18, 2002. The contract remains in force until terminated by either party giving notice of not less than twelve months.



Ken Lever  Finance Director



On November 1, 1999, Ken Lever and the Company entered into a Memorandum which set out the terms and conditions of employment under which Ken Lever joined the
Company as Finance Director on that date. The terms of the Memorandum remain in force until terminated by either party giving notice of 51 weeks.



Non-executive Directors



None of the non-executive Directors has a service contract with the Company, their terms of engagement being set out in a letter of appointment. Ordinarily, non-executive Directors serve for a period of two years but,
subject to agreement with the Board, a non-executive Director can be re-appointed for a further term of three years. The appointment of non-executive Directors may be terminated before the conclusion of their two-year term by, and at the discretion
of, either party upon two weeks written notice. In the case of David Newlands, the appointment is for a term of three years and may be terminated at any time by either party serving written notice upon the other, such notice to take effect
from the date of receipt thereof. None of the non-executive Directors is entitled to compensation for loss of office. The dates from which the respective letters of appointment are effective are as follows: Norman Broadhurst  December 11,
2004; Richard Gillingwater  December 20, 2005; Jack Keenan  November 1, 2005; Ken Minton  December 11, 2004; David Newlands  February 18, 2004; Sir Brian Pitman  June 30, 2004; David Richardson
 March 1, 2006; Struan Robertson  December 20, 2005, and Marshall Wallach  August 1, 2005.



Payments made to and interests of former Directors



No payments were made to former Directors during the year (year ended January 1, 2005: payments to former Director Tony Reading of $268,000 (bonus), $146,000
(reimbursement in accordance with his termination agreement) and $3.9 million (exchange of unfunded pension benefits for a lump sum)).



Sums paid to third parties in respect of a Directors services



No amounts are paid to third parties in respect of a Directors services to the Company or any company within the Group.



Sums received by executive Directors from other external directorships



During the year, Ken Lever served as a non-executive Director on the Board of Vega Group plc
from January 1, to September 8, 2005 (when he left the Board), for which he received non-executive directors fees of $37,000. On June 21, 2005, Mr Lever was appointed a non-executive Director of iSoft plc for which he received
fees to December 31, 2005 of $56,000. In both cases Mr Lever retained the fees. James Nicol holds no external directorships.



C. Board practices



1. The Board of Directors



The Company
is controlled through its Board of Directors. The Boards main roles are to create value for shareholders, to provide leadership of the Company, to approve the Companys strategic objectives, to ensure that the necessary financial and
other resources are made available to the management to enable them to meet those objectives and to operate within a framework of effective controls which enables the assessment and management of principal business risks. The Board, which has
reserved certain specific matters to itself for decision, is responsible for approving overall Group strategy and financial policy, acquisition and divestment policy and major capital expenditure projects. It also appoints and removes members of the
Board and Board Committees, and reviews recommendations of the Audit Committee, Remuneration Committee and Nomination Committee and the appointment of the independent auditor and the financial performance and operation of each of the Companys
businesses.



The Board has delegated to the Chief Executive Officer
responsibility for the day-to-day management of the Group subject to certain financial limits above which Board approval is required. The delegated authority includes such matters as operations, acquisitions and divestitures, investments, capital
expenditure, borrowing facilities and foreign currency transactions.



The Board
of Directors comprises a non-executive Chairman, eight additional non-executive Directors and two executive Directors who together, with their different ages, financial, commercial, technical and operational expertise and cultures, bring with them a
wide range of experience to the Company.



The Board has determined that David
Newlands, Norman Broadhurst, Richard Gillingwater, Jack Keenan, Ken Minton, Sir Brian Pitman, David Richardson and Struan Robertson are independent, as they are independent of the Companys executive management and free from any material
business or other relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). In December 2000, at the request of the Board, the non-executive Chairman, David
Newlands, temporarily assumed certain executive responsibilities until the recruitment of James Nicol as Chief Executive in February 2002. It is the Boards view that this short-term arrangement did not affect Mr Newlands independence.
Accordingly, the Board believes that there are no such relationships that could materially interfere with the exercise of their independent judgment. Marshall Wallach is the only non-executive Director deemed not to be independent as a result of his
advisory capacity to the Gates family who are substantial preference shareholders in the Company.



Non-executive directors are normally appointed for a minimum period of two years, which is renewable by agreement with the Board. The terms and conditions of appointment of non-executive Directors are available for
inspection at the Companys registered office during normal business hours on weekdays and will also be available for inspection at the place of the Annual General Meeting from 15 minutes before the meeting until it ends. The Combined Code
recommends the appointment of a senior independent non-executive Director and Sir Brian Pitman has served in this capacity during the year under review. The roles of non-executive



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Directors are to scrutinize the performance of management in meeting agreed objectives, help develop proposals on
strategy and monitor the reporting of performance, including satisfying themselves as to the integrity of financial information and that financial controls and systems of risk management put in place by the Company are robust and effective. They
meet together from time to time in the absence of management and the Chairman normally presides over such meetings.



Directors receive a range of information about the Company upon appointment and, where appropriate, any training that is necessary for them to carry out their duties
effectively. An induction programme is available which aims to provide an understanding of the Company as a whole, including its strategy, structure, geographical spread of operations, financial position, markets, products, technologies and people,
as well as their legal responsibilities as a Director. The Directors have access to the advice and services of the Company Secretary whose removal may be effected only with the approval of the Board. There is an approved procedure by which all
Directors can obtain independent professional advice at the Companys expense in furtherance of their duties, if required; this procedure is reviewed periodically.



The Board ordinarily meets not less than five times a year, and will hold additional meetings when circumstances require. During the year to
December 31, 2005, the Board met on five occasions, including a meeting held solely to consider and approve Group strategy. Between meetings, the Chairman and Chief Executive Officer update the non-executive Directors on current matters and
there is frequent contact to progress the affairs of the Company. With the encouragement of the Chief Executive Officer, the non-executive Directors have regular contact with senior management through their presentations at Board meetings, at
strategic reviews and on other occasions.



Attendance by each individual
Director at Board and Committee meetings held during 2005 is set out in the table below.



|                     |  |                   |  |                  |  |                            |  |                  |  |                                    |  |                  |  |                                 |  |                  |  |                                                    |  |                 
|-------------------- |  | ----------------- |  | ---------------- |  | -------------------------- |  | ---------------- |  | ---------------------------------- |  | ---------------- |  | ------------------------------- |  | ---------------- |  | -------------------------------------------------- |  | ----------------
|Director             |  | BoardMeetingsheld |  | Meetingsattended |  | AuditCommitteeMeetingsheld |  | Meetingsattended |  | RemunerationCommitteeMeetings held |  | Meetingsattended |  | NominationCommitteeMeetingsheld |  | Meetingsattended |  | Health, SafetyandEnvironmentCommitteeMeetings held |  | Meetingsattended
|David Newlands       |  | 5                 |  | 5                |  | N/A                        |  | N/A              |  | N/A                                |  | N/A              |  | 3                               |  | 3                |  | N/A                                                |  | N/A             
|Norman Broadhurst    |  | 5                 |  | 5                |  | 5                          |  | 5                |  | 2                                  |  | 2                |  | 3                               |  | 3                |  | N/A                                                |  | N/A             
|Richard Gillingwater |  | N/A               |  | N/A              |  | N/A                        |  | N/A              |  | N/A                                |  | N/A              |  | N/A                             |  | N/A              |  | N/A                                                |  | N/A             
|Jack Keenan          |  | 5                 |  | 5                |  | 5                          |  | 4                |  | 2                                  |  | 2                |  | 3                               |  | 3                |  | N/A                                                |  | N/A             
|Ken Lever            |  | 5                 |  | 5                |  | N/A                        |  | N/A              |  | N/A                                |  | N/A              |  | N/A                             |  | N/A              |  | N/A                                                |  | N/A             
|Ken Minton           |  | 5                 |  | 5                |  | 5                          |  | 4                |  | 2                                  |  | 2                |  | 3                               |  | 3                |  | 3                                                  |  | 3               
|James Nicol          |  | 5                 |  | 5                |  | N/A                        |  | N/A              |  | N/A                                |  | N/A              |  | N/A                             |  | N/A              |  | 3                                                  |  | 3               
|Sir Brian Pitman     |  | 5                 |  | 5                |  | N/A                        |  | N/A              |  | N/A                                |  | N/A              |  | 3                               |  | 3                |  | N/A                                                |  | N/A             
|David Richardson     |  | N/A               |  | N/A              |  | N/A                        |  | N/A              |  | N/A                                |  | N/A              |  | N/A                             |  | N/A              |  | N/A                                                |  | N/A             
|Struan Robertson     |  | N/A               |  | N/A              |  | N/A                        |  | N/A              |  | N/A                                |  | N/A              |  | N/A                             |  | N/A              |  | N/A                                                |  | N/A             
|Marshall Wallach     |  | 5                 |  | 5                |  | N/A                        |  | N/A              |  | N/A                                |  | N/A              |  | 3                               |  | 3                |  | 3                                                  |  | 3               

---

Notes:

|(1) | N/A = Not applicable (where a Director is not a member of a Committee or was appointed after all meetings were held during the year).
|--- | -------------------------------------------------------------------------------------------------------------------------------------

|(2) | During the year, other Directors have attended meetings of the Audit Committee, Remuneration Committee, Nomination Committee and Health, Safety and Environment Committee by
invitation. These details are not included in the above table.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | On the rare occasion where a Director cannot attend a meeting, he will normally, prior to the meeting, make his views on the agenda items known to the Chairman or, in respect of
Committee meetings, to the chairman of the respective Committee.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Board sets the standards and values of the Company and much of this has been embodied in the Companys Code of Conduct and Ethics and Human Rights Policy which can be found on the Companys website, www.tomkins.co.uk. The Code
of Conduct and Ethics applies to all Directors, officers and employees, including the principal executive, financial and accounting officers, as required by section 406 of the US Sarbanes-Oxley Act of 2002, the related rules of the US Securities and
Exchange Commission and the rules of the New York Stock Exchange. The Code contains provisions (in paragraph XVI) under which employees can report violations of company policy or any applicable law, rule or regulation, including those of the US
Securities and Exchange Commission. US employees have the added protection of section 806 of the Sarbanes-Oxley Act of 2002, which prohibits the discrimination by a company or others against an employee where such violations are reported. The
current procedure, which is set out in Tomkins Code of Conduct and Ethics, provides for information to be given anonymously or by named employees under conditions of confidentiality. Those employees who come forward and give their name are
assured that they will receive the full protection of section 806 and no retaliation will take place. This is of particular importance since 57 percent of the Companys employees are based in the US. Furthermore, the Company ensures that the
principles are applied in other jurisdictions, subject to compliance with local employment and other laws.



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Re-appointment of Directors



At the forthcoming Annual General Meeting of the Company and in accordance with the Companys Articles of Association, Ken Minton and
Ken Lever as the longest serving Directors, will retire from the Board and Ken Lever will seek re-appointment. Norman Broadhurst will retire from the Board at the conclusion of the Annual General Meeting and together with Ken Minton will not be
seeking re-appointment. There are no circumstances relating to their retirement from the Board that they wish to draw to the attention of shareholders. Marshall Wallach will stand down from the Board with effect from May 1, 2006. Richard
Gillingwater and Struan Robertson who were appointed by the Board on December 20, 2005 and David Richardson who was appointed by the Board on March 1, 2006 are required, in accordance with the Companys Articles of Association, to
seek re-appointment at the first Annual General Meeting following their appointment. Details of their terms of appointment can be found in the Remuneration Committee Report. Richard Gillingwater has many years broad business experience,
including investment banking, and Struan Robertson has held a number of senior management positions in both the UK and overseas. David Richardson has substantial financial management and strategic planning experience over many years. The Board
strongly supports the re-appointment of all Directors standing for re-appointment and recommends that shareholders vote in favor of their re-appointment.



2. Chairman and Chief Executive Officer



There is a clear division of responsibility between the Chairman and the Chief Executive Officer, with neither having unfettered powers of decision with respect to
substantial matters. The Chairman is responsible for running the Board and ensures that all Directors receive sufficient relevant information on financial, business and corporate matters to enable them to participate effectively in Board decisions.
In advance of each meeting, the Board is provided with comprehensive briefing papers on items under consideration.



The Chairman, David Newlands, is also Chairman of Kesa Electrical plc and PayPoint plc. Whilst these are important appointments, the Board of Tomkins believes that the
Chairman continues to be able to carry out his duties and responsibilities effectively for the Company.



The Chief Executive Officers primary role is the running of the Companys businesses and the development and implementation of strategy. The non-executive Directors have the opportunity to meet with the
Chairman and with the Chief Executive Officer periodically, either together or separately, to consider and discuss a wide range of matters affecting the Company, its business, strategy and other matters.



3. Board Committees



The Board has established a number of Committees and receives reports of their proceedings. Each Committee has its own delegated authority
as defined in its terms of reference, which are reviewed periodically by the Board. The Board is satisfied that its Committees have written terms of reference which conform to best corporate governance practice. The terms of reference for all Board
Committees can be found on the Companys website, www.tomkins.co.uk, or a copy can be obtained by application to the Company Secretary at the Companys registered office.



The Board appoints the chairmen and members of all Board Committees upon the recommendation of the Nomination Committee. The Company
Secretary is Secretary to all Board Committees.



The principal Committees,
their membership, a brief description of their terms of reference and their duties are as follows:



Audit Committee



N N Broadhurst
(Chairman), R D Gillingwater, K J Minton, J M J Keenan, D H Richardson (appointed March 1, 2006).



Terms of reference



The
Committees terms of reference, a copy of which can be found in the Corporate Governance area on the Companys website, are reviewed from time to time and approved by the Board of Tomkins. They are based on the model terms of reference set
out in the Guidance Note produced by the Institute of Chartered Secretaries and Administrators and take account of the requirements of the Sarbanes-Oxley Act of 2002 and the Guidance Notes set out in Sir Robert Smiths Report published in
January 2003.



The terms of reference cover membership and appointment,
meetings (their frequency, quorum, attendees and minutes), duties and responsibilities covering external audit, internal audit, financial reporting, internal controls and risk management systems, whistleblowing, reporting responsibilities, authority
(delegated by the Board) and a number of other matters.



Membership,
appointment and experience



The Audit Committee comprises four independent
non-executive Directors, three of whom have served on the Committee throughout the year and the fourth who was appointed in December. The members of the Committee are Norman Broadhurst, who was appointed to the Committee, as Chairman, in December
2000, Ken Minton, who was also appointed in December 2000, Jack Keenan, who was appointed in November 2001 and Richard Gillingwater who was appointed on December 20, 2005. No limitation on the term of office is specified for members of any of
Tomkins Board Committees.



The Board has determined that all four members
of the Audit Committee are independent for the purposes of the Combined Code and rule 10A.3(b)(1) under the US Securities Exchange Act of 1934 and section 303A of the New York Stock Exchanges Listed Company Manual. The members have
wide-ranging financial, commercial and management experience that they bring to the work of the Audit Committee.



The Chairman of the Committee, Norman Broadhurst, is a Chartered Accountant (FCA) and a Fellow of the Institute of Corporate Treasurers, having previously been group
finance director of Railtrack PLC (1994 to 2000) and joint deputy chief executive and finance director of VSEL Consortium PLC (1990 to 1994). In accordance with section 407 of the Sarbanes-Oxley Act of 2002, the Board has determined that Norman
Broadhurst is an audit committee financial expert as that term is defined under the rules of the US Securities and Exchange Commission, having significant, relevant and up-to-date UK and US financial and accounting knowledge and
experience. Ken Minton has held a number of senior management positions having been Managing Director and



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then Chief Executive of Laporte PLC and Jack Keenan has held a number of senior management positions in international
companies having been Chairman of Kraft International, Chief Executive of Guinness United Distillers and Vintners and an executive Director of Diageo plc. Richard Gillingwater is Head of Shareholder Executive (a body responsible for the
Governments shareholdings in major publicly-owned businesses) and has wide-ranging experience in investment banking of more than 20 years. All three have extensive financial experience.



Meetings



The Audit Committee meets at least four times a year and on other occasions when circumstances require. The quorum for a meeting of the
Committee is two members. The Finance Director and representatives from the independent auditor and the internal auditor attend meetings under a standing invitation. The Chairman of the Board, Chief Executive Officer and other Directors are able to
attend meetings of the Committee under the practice that any Director may attend any meeting of a Board Committee provided that they have no conflict of interest in respect of business to be discussed. It is usual practice for the Chief Executive
Officer to attend meetings of the Audit Committee. Other finance and business risk executives attend meetings and the Company Secretary is Secretary to the Committee. The Committee Chairman reports regularly to the Board on its activities. Five
meetings were held during the year and attendance is set out in the table on page 40.



Work of the Committee



The Committee has established an
agenda framework which Tomkins believes is vital for maintaining an appropriate focus on the objectives of the Committee. The agenda sets out all of the operational duties and responsibilities outlined in the Committees terms of
reference and is based on four regular meetings, in February, May, August and November, which coincide with the announcement of the quarterly results. The areas covered by the agenda framework are as follows:



| | 1. | Corporate Governance, including the regular review of the Committees terms of reference and annual evaluation, regulatory issues, review of delegated authorities and review of
auditor independence;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Risk and Assurance Services (i.e. internal audit), including the review of the internal audit charter, update on internal audit reviews and future plans, and progress against its
internal audit business plan;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Confidential sessions with the Audit Committee, in the absence of Directors and Company executives;
| | -- | ---------------------------------------------------------------------------------------------------



| | 4. | Financial Reporting, including current accounting and financial reporting matters and review of quarterly, interim and annual statements including earnings releases; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | Independent Audit including audit plan and scope, review of audit fees, cost effectiveness, reports on interim and annual financial statements, status reports, management letters
and the nature and extent of non-audit services.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The audit plan
and scope sets out details of the areas to be covered and how the audit is to be conducted. The Chairman of the Audit Committee meets periodically with the independent auditor to discuss progress on the audit and the major points to arise, and has
the opportunity to assess the effectiveness of the process. The Committee is also able to assess the effectiveness of the auditors and the process through reports made to the Committee by the independent auditor.



In addition to the items considered by the Committee under the agenda framework,
during 2005 other important issues considered included regular reviews of the internal control systems and the statement to be made in the Directors Report and Accounts in respect of internal controls, Group risk profile, Group tax reports,
updates on compliance with the Combined Code, review of tax services provided by the independent auditor, Form 20-F and update of IT systems. Confidential meetings with representatives of the independent audit and internal audit functions took place
during the year in the absence of executives. Considerable time and emphasis continues to be placed by the Committee on compliance with section 404 of the Sarbanes-Oxley Act of 2002 and detailed progress reports were received by the Committee at
each of its meetings, including an update of the Sarbanes-Oxley Project Risk Profile. This has been the focus of attention of the Risk and Assurance Services and internal audit function during the first half of the year. In the second half of the
year, Risk and Assurance Services resources were transitioned towards internal audit reviews, with an appropriate amount of resources applied to Sarbanes-Oxley and internal audit responsibilities. The Audit Committee met earlier in the year to
consider Tomkins transition to International GAAP reporting (adoption of International Financial Reporting Standards (IFRS)) and following detailed consideration by the Committee, consultation with the independent auditor and
approval by the Board, the Company announced on April 22, 2005, the intended basis of preparation of financial statements under IFRS. The Company has published comparative information for 2004 originally presented in accordance with
UK GAAP but restated in accordance with IFRS. The first results to be prepared on an IFRS basis were the Groups results for the quarter ended April 2, 2005.



Risk and Assurance Services internal audit function is actively engaged in the business risk assessment processes in the Groups
businesses and also provides guidance and assistance in the development of risk mitigation plans. Each quarter, the Committee receives a summary of reviews of the businesss risk management processes; any significant related financial exposures
are also highlighted. The risk assessment process and risk mitigation plans are an important part of the development of the business strategies. Business risks are considered at the quarterly reviews with the businesses, where all of the major
strategic, operational, compliance and financial risks are discussed.



In
determining its policy on the extent of non-audit services provided by the independent auditor, the Committee has taken account of the rules of the US Securities and Exchange Commission which regulate and, in certain circumstances, prohibit the
provision of certain types of non-audit services by the independent auditors. Non-audit services are ordinarily put out to tender and require the approval of the Chairman of the Audit Committee. During the year, specific projects requiring tax
services were the subject of a tender process and in a number of cases the work was not awarded to the firm of the independent auditors. In those cases where the work was awarded to the independent auditors it was concluded that the firm of the
independent auditors was best placed to supply in a cost effective manner such tax services, due to the experience and qualifications of the individuals providing such services, the independent auditors knowledge of the Company and its tax
affairs and that the best interests of the Company were



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served by engaging the firm of the independent auditors. By way of example, during 2005, the American Jobs Creation Act
in the US enabled Tomkins to take advantage of a number of tax benefits. After a detailed review and, in some cases, a tender process, it was decided that Deloitte & Touche were the preferred firm to engage on a number of projects to ensure
that Tomkins maximized the benefits available. This was largely due to the efficiencies arising from the knowledge Deloitte & Touche has of the Tomkins Group. The adoption of certain other rules by the Committee, including those relating to
audit partner rotation, relevant ethical guidance issued by the professional bodies in the Consultative Committee of Accountancy Bodies (in particular that the external auditor should not audit its own firms work, make management decisions for
the Company, create a mutuality of interest nor be put in the position of advocate for the Company), when taken together provide adequate protection of auditor independence. All fees proposed by the external auditor must be reported to the Audit
Committee and approved by the Chairman of the Audit Committee. Details of audit fees for the year can be found on page 68 of the financial statements.



The Companys practice, in accordance with the Companies Act 1985 and the Combined Code, in relation to the appointment and termination of the independent auditors,
involves a recommendation from the Audit Committee to the Board, which will then make a recommendation to shareholders in general meeting. This differs from the procedure in the US, where the independent auditor is accountable to the Audit
Committee, which has the authority to appoint or dismiss the independent auditor without reference to shareholders.



With the approval of the Board, the Committee has established guidelines for the recruitment of employees or former employees of the independent auditors. Tomkins will
not engage, on a part-time or full-time basis, any person who is or was an employee of the Companys independent auditors, where that person has worked on the Groups audit either as a principal or partner at any time during a period of
not less than three years prior to the proposed date of joining the Tomkins Group. In addition, though Tomkins may employ an employee of the Companys independent auditors where such person has never worked on the Groups audit either as a
principal or partner, a period of not less than one year must elapse prior to the proposed date of that person joining the Company. Any former employee of the independent auditor who joined the Company before the independent auditors was appointed
will remain unaffected.



A whistleblowing procedure has been
established for the confidential and anonymous submission by employees of concerns regarding accounting, internal controls or auditing matters, in accordance with the requirements of section 301 of the Sarbanes-Oxley Act of 2002. Should a call be
received on the dedicated telephone line, the Vice-President, Risk and Assurance Services would immediately report to the Chairman of the Audit Committee all concerns raised. A course of action is agreed and a report is prepared for review at the
next meeting of the Audit Committee, including details of actions taken to deal with the matters raised. The Chairman of the Committee will report all cases of whistleblowing to the Committee and the Board. The Companys Code of
Conduct and Ethics includes the whistleblowing procedure. No reports were received by the Committee during the year.



Shareholders are given the opportunity at the Annual General Meeting to ask the Chairman of the Committee questions on this report and any other related matter.



Remuneration Committee



K J Minton (Chairman), N N Broadhurst, R D Gillingwater, J M J Keenan.



The Remuneration Committee, which meets at least twice a year and on other occasions when
circumstances require, comprises independent non-executive Directors and has responsibility for determining Company policy on executive remuneration for approval by the Board. It also determines specific remuneration packages and compensation
packages on employment or early termination of office for each of the executive Directors of the Company. The Committee takes independent advice from consultants as and when required. All decisions of the Remuneration Committee in respect of
remuneration packages of executive Directors are referred to the Board. No executive Director takes part in any discussion or decision concerning his own remuneration. The Remuneration Committee also monitors the compensation packages of other
senior executives in the Group below Board level.



Nomination Committee



D B Newlands (Chairman), N N Broadhurst, R D Gillingwater, J M J
Keenan, K J Minton, Sir Brian Pitman, D D S Robertson, M F Wallach.



The
Nomination Committee makes recommendations to the Board on all proposed appointments of Directors through a formal and transparent procedure. The Committee meets as and when required.



In accordance with the Companys Articles of Association, Directors are subject to re-appointment at the Annual General Meeting
immediately following the date of their appointment, and thereafter they have to seek re-appointment no more than three years from the date they were last re-appointed. The Committee recommends to the Board the names of the Directors who are to seek
re-appointment at the Annual General Meeting in accordance with the Companys Articles of Association.



During the year, two new Board appointments were made. The Nomination Committee was at the heart of the recruitment process, including the appointment of professional advisers and conducting interviews with potential
candidates, and the Committee and Board are aware of, and support, the principles set out in section A.4 of the Combined Code relating to appointments to the Board.



Health, Safety and Environment Committee



K J Minton (Chairman), J Nicol, D D S Robertson, M F Wallach.



The Health, Safety and Environment Committee meets at least three times a year. The Committee is chaired by an independent non-executive Director and its membership also
includes the Chief Executive Officer. Its principal role is to determine, on behalf of the Board, the framework or broad policy and objectives in the areas of health, safety and the environment (HSE) and propose any amendments to
existing policies for approval by the Board. It also reviews managements performance in the achievement of HSE objectives and reviews HSE reports produced by business units for compliance with all local health, safety and environmental codes
of practice, legislation and relevant industry practice.



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More details of the work of the Health, Safety and Environment Committee can be found in the Corporate Social
Responsibility report to shareholders in the Directors Report and Accounts 2005.



General Purposes Committee



J Nicol (Chairman), K Lever, E
H Lewzey, J E Middleton, N C Porter, K A Sullivan, M T Swain, N P Wilkinson.



The General Purposes Committee meets as and when required. It comprises executive Directors and senior executives and the quorum requires the presence of at least one executive Director. The Committee deals principally with day-to-day
matters of a routine nature and matters delegated to it by the Board.



Disclosure Committee



D B Newlands (Chairman), J Nicol, K
Lever.



During the year, the Board formed a Disclosure Committee for the
purpose of, inter alia, reviewing and approving for release all price-sensitive information relating to the Company and compliance with the Disclosure Rules of the Financial Services Authority.



4. Board, Committee and Chairman evaluations



Under the direction of the Senior Independent Director, Sir Brian Pitman, evaluations of the
effectiveness of the Board, its Committees and Chairman were conducted during the year. The evaluation processes built on the experiences of the previous evaluations of the Board and its Committees and concentrated on six key elements: (i) the
optimum mix of skills and knowledge amongst the Directors; (ii) clarity of goals and processes; (iii) tailoring the evaluation to the specific circumstances of Tomkins; (iv) the culture of candor that encourages constructive
evaluation; (v) regular reviews of assessment criteria; and (vi) full disclosure of procedures and criteria to the Board.



Board and Committee evaluation



The third Board performance evaluation took place during the year, building on the experiences of the first two years. The overall view of Directors was that the Board
functions well, supported by high quality papers, presentations and reporting. Improvements in the communication processes between Board meetings were suggested to maintain the ongoing and high quality of debate within the Board. On Board structure,
Directors were conscious that care was needed when replacing non-executive Directors, in order to maintain the balance of skills and experience of the Board and this has been taken into account in the recruitment of non-executive Directors during
the year.



The second Board Committee performance evaluation reinforced the
positive messages that were highlighted in the first evaluation. The Committees were led by strong and experienced members who were well informed. There were a small number of suggestions on improving particular aspects of the work of a Committee,
including reporting by the Committee. Overall, there was satisfaction that the Committees function well.



Chairman



For the evaluation of the
Chairman this year, a more formal approach was adopted which included completion of a questionnaire that sought views across a broad range of the Chairmans responsibilities. The Directors were very positive about the role performed by the
Chairman and his leadership of the Board. A small number of suggestions were made and these were discussed with the Chairman by the Senior Independent Director, Sir Brian Pitman.



5. Accountability and audit



1. Financial reporting



The Board, through the Business, Operating and Financial reviews, seeks to provide a detailed understanding of each business of the Group. In conjunction with the Chairmans statement, the Chief Executives
statement, the Operating and Financial Review and the Directors report, the Board seeks to present a balanced and understandable assessment of the Companys position and prospects.



2. Internal control



Further information on the internal control environment within which Tomkins operates may be found on page 45.



3. Going concern



The Directors are confident, on the basis of current financial projections and facilities available, that the Company and the Group have
adequate financial resources to continue in operation for the foreseeable future. For this reason, the Directors continue to adopt the going concern basis in preparing the financial statements.



4. Whistleblower reporting procedures



Under section 301 of the Sarbanes-Oxley Act of 2002, all public companies, including non-US
public companies such as Tomkins, acting through the Audit Committee of the Board, must provide a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters.
The Audit Committee and the Board have agreed a procedure for the confidential and anonymous submission by employees of concerns regarding these matters.



6. Relations with Shareholders



The Company places a high degree of importance on maintaining good relationships and communications with both institutional and private investors and ensures that
shareholders are kept informed of significant Company developments.



In order
to assist members of the Board to gain an understanding of the views of institutional shareholders, at each of its meetings the Board receives an Investor Relations Report, which covers a wide range of matters including a commentary on the
perception of the Company and views expressed by the investment community. Analysts reports are also made available to all Directors. The announcement of quarterly, half-year and full-year results provides opportunities for the Company to
answer questions from institutional shareholders covering a wide range of topics. The Chairman, Chief Executive Officer, Finance Director and Senior Vice-President  Investor Relations hold a regular dialogue with institutional shareholders to
ensure the mutual understanding of objectives. Regular reports are made to non-executive Directors by the Chairman, Chief Executive Officer and Finance Director of



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the key points to emerge from meetings they have had with substantial shareholders. The Chief Executive Officer
participates in industry conferences organized by investment banks, which are attended by existing and potential shareholders, and he holds regular meetings with analysts and institutional shareholders. The Company exercises care to ensure that all
price-sensitive information is released to all shareholders at the same time, as required by the Listing Rules of the Financial Services Authority and Regulation FD in the US.



The Companys website provides shareholders and potential investors with information about the Company, including annual and interim
reports, recent announcements, investor presentations, share price information, Group policies and the terms of reference of its Board Committees. Shareholders are also able to put questions to the Company via its website.



The Company aims to deal expeditiously with all enquiries from shareholders on a wide range
of matters. Shareholders also have the opportunity to attend the Annual General Meeting to put questions to the Chairman and to the chairmen of Board Committees. The Chief Executive Officer gives a presentation to shareholders covering a wide range
of matters affecting the Company and its business and shareholders have the opportunity to ask him questions. The Company indicates the level of proxy votes lodged in respect of each resolution proposed at its Annual General Meeting following each
vote on a show of hands. In the event of a poll being called, the result will be published as soon as possible after the conclusion of the Annual General Meeting. Directors also meet informally with shareholders before and after the meeting. The
Company keeps under review ways in which it can communicate more effectively with its shareholders throughout the year, as well as at the Annual General Meeting.



It has been the Companys practice to send the Notice of the Annual General Meeting and related papers to shareholders at least 20
working days before the meeting and to propose separate resolutions on each substantially separate issue.



Institutional shareholders



The Board
notes that Section 2 of the Combined Code seeks to encourage more active participation by institutional shareholders including entering into a dialogue with companies and making considered use of their votes  principles which the Company
supports.



Compliance statement



The Listing Rules of the Financial Services Authority require the Board to report on
compliance with the provisions contained in Section 1 of the Combined Code. Tomkins considers that throughout the year to 31 December 2005 the Company has been in compliance with the Code provisions set out in Section 1 of the July
2003 FRC Combined Code on Corporate Governance, except for those matters indicated in the Remuneration Committee Report.



The certifications of the Chief Executive Officer and Finance Director required under section 302 of the US Sarbanes-Oxley Act of 2002, and the related rules of the US
Securities and Exchange Commission, will be filed as exhibits to the Companys Form 20-F. Pursuant to Section 303A, the Foreign Private Issuer Annual Written Affirmation was sent to the New York Stock Exchange (NYSE) in August 2005,
affirming without qualification that Tomkins has complied with the requirements laid down by the NYSE in respect of Foreign Private Issuers.



The Company has placed on its website a general summary of the significant ways in which the Companys corporate governance differs from that followed by domestic US
companies under the NYSEs listing standards, as required by section 303A.11.



Internal Control



The Directors have overall responsibility
for the Groups system of internal control and for reviewing its effectiveness. To fulfil this responsibility the Directors have established a Performance Management framework within which each of the Groups businesses operates. Within
this framework, the management of each of the businesses considers strategic, operational, commercial and financial risks and identifies risk mitigation actions. Whilst acknowledging the overall responsibility for the system of internal control, the
Directors are aware that the system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide reasonable and not absolute assurance against material misstatement or loss.



During the period under review, the Directors were not aware of any control breakdowns which
resulted in a material loss to the Group.



The Performance Management
framework, which includes an ongoing process for identifying, evaluating and managing the significant risks faced by the Group, has been in place throughout the financial year and up to the approval date of the Directors Report and Accounts.
Each business units management identifies and assesses the key business risks affecting the achievement of its objectives. Business unit management also identifies the risk management processes used to mitigate the key risks to an acceptable
level and, where appropriate, additional actions required to further manage and mitigate them. The risk summaries developed out of this process are updated at least annually. In addition, Corporate Centre management considers those risks to the
Groups strategic objectives that may not be identified and managed at the business unit level.



In connection with quarterly business reviews, relevant executives discuss risk management activities with Corporate Centre management. The key risks and mitigation strategies are also discussed at least annually with
the Audit Committee as well as the full Board.



The risk management processes
described above are applied to major decision-making processes such as acquisitions as well as operational risks within the business including environmental, health and safety.



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The other key elements of the Performance Management framework, which constitutes the control environment, are:



Business strategy reviews  each business is required to prepare a
strategic position assessment taking into account the current and likely future market environment and competitive position of the business with specific consideration given to strategic risk. The Corporate Centre management reviews the strategy
with each business and the Board is presented with a summary of the plans.



Business reviews  on a quarterly basis, Corporate Centre management performs extensive reviews with each business. These reviews consider current and projected financial and operating results, and address the progress of key
strategic and operating initiatives, the risks affecting their achievement and the actions being taken by business unit management to manage the risks and achieve their objectives.



Financial plans  each business prepares financial plans in accordance with a defined format, which includes consideration of
risks. Management at the Corporate Centre reviews the financial plans with the business units and a summary is presented to the Board for approval.



Balance sheet reviews  business unit and Corporate Centre financial management conduct periodic, on-site reviews of underlying rationale and support for the
significant line item components comprising the balance sheets for each business in the Group.



Investment project authorization  all significant investment project expenditures are subject to a formal investment project authorization process, which takes into account, inter alia, operational,
financial and technical risks. For significant investment projects, a post-investment analysis is completed to facilitate continuous improvement in the investment planning process, including risk identification and mitigation.



Reporting, analysis and forecasts  all businesses are required to report monthly
to the Corporate Centre on financial performance. Comparisons are made with plan, forecast and prior year and significant variances and changes in the business environment are explained. Each business reassesses its forecast for the financial year
on a monthly basis. Quarterly, each business prepares a forecast for the following eighteen months and reviews projections for the current and following year.



Financial strategy  the financial strategy includes assessment of the major financial risks related to interest rate exposure, foreign currency exposure,
debt maturity and liquidity. There is a comprehensive global insurance programme using the external insurance market and some limited use of an internal captive insurance company. Group Treasury manages hedging activities, relating to financial
risks, with external cover for net currency transaction exposures. The Group Tax function manages tax compliance and tax risks associated with the Groups activities. The Audit Committee, through the Finance Committee, oversees the financial
strategy as well as the tax strategy and considers the associated risks and risk management techniques being used by the Group.



Reporting certifications  in connection with the preparation of the annual and quarterly financial statements, senior business general management and
financial management sign a certificate which includes a declaration regarding the existence of internal controls, the proper recording of transactions and the identification and evaluation of significant business risks. These certifications were
expanded to encompass Section 302 of the Sarbanes-Oxley Act of 2002 (the Act) in support of statements required to be made by Tomkins Chief Executive Officer and Finance Director. See further discussion of Sarbanes-Oxley
below.



Sarbanes-Oxley  as a foreign private issuer (FPI) listed
on the NYSE in the US, the Group is subject to the provisions of the Act. In particular, Section 404 of the Act requires certifications by management regarding the effectiveness of internal controls over financial reporting and requires the
independent auditors to express an opinion on the Boards assertions regarding such internal controls. Accordingly, the Group has undertaken a project to ensure Tomkins is in compliance with the requirements of Section 404 of the Act by
December 31, 2006 (the effective date for the Group as a FPI). While the certification and external audit opinion on internal controls over financial reporting will be reported in Tomkins US SEC filings, the results of Tomkins
compliance with the Act will serve to further strengthen the internal control framework for the Group.



The Group has an established internal audit function; the Vice President  Risk and Assurance Services directs the activities of the internal auditors on a day-to-day basis and reports directly to the Audit
Committee of the Board at least four times a year. Due to the importance and significance of the effort required to achieve Sarbanes-Oxley compliance, during the first half of 2005, the Board directed substantially all internal audit resources
towards supporting the Sarbanes-Oxley project described above. Internal audits support primarily assisted management in completing controls documentation, assessing design effectiveness and developing test plans. Internal audits support
is expected to continue in 2006 but will shift to testing the operating effectiveness of controls in higher risk areas and providing the Board with assurance over managements testing process in other risk areas. However, with the
Sarbanes-Oxley compliance extension for FPIs to December 31, 2006, the majority of internal audit resources were re-deployed to perform internal audit reviews in areas other than financial reporting controls for the last half of 2005.



The Directors confirm that the effectiveness of the system of internal control
for the year ended December 31, 2005 has been reviewed in line with the criteria set out in the guidance for directors in the Combined Code.



Website

For further information on Tomkins
please access our website at:

www.tomkins.co.uk



Corporate office & registered office

Tomkins plc

East Putney House

84 Upper Richmond Road

London SW15 2ST

Tel: 020 8871 4544

Fax: 020 8877 9700



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##### Table of Contents

D. Employees



The number of employees at period end within each of Tomkins business groups was as follows:



|                        |  |               |  |                            |  |               |  |                            |  |               |  |                           
|----------------------- |  | ------------- |  | -------------------------- |  | ------------- |  | -------------------------- |  | ------------- |  | --------------------------
|                        |  | Fiscal 2005   |  | Fiscal 2004                |  | Fiscal 2003  
|                        |  | Averagenumber |  | percent ofTomkinsemployees |  | Averagenumber |  | percent ofTomkinsemployees |  | Averagenumber |  | percent ofTomkinsemployees
|Industrial & Automotive |  | 25,439        |  | 68.1                       |  | 25,270        |  | 68.8                       |  | 25,435        |  | 64.7                      
|Building Products       |  | 11,750        |  | 31.5                       |  | 11,307        |  | 30.8                       |  | 13,746        |  | 34.9                      
|Center                  |  | 135           |  | 0.4                        |  | 143           |  | 0.4                        |  | 147           |  | 0.4                       
|                        |  |               |  |                            |  |               |  |                            |  |               |  |                           
|Total                   |  | 37,324        |  | 100.0                      |  | 36,720        |  | 100.0                      |  | 39,328        |  | 100.0                     
|                        |  |               |  |                            |  |               |  |                            |  |               |  |                           



During fiscal 2005, 56 percent of the
Groups employees were located in the United States, 5 percent in the United Kingdom, 7 percent in continental Europe and 32 percent in the rest of the world. During Fiscal 2004, 55 percent of the Groups employees were located in the
United States, 7 percent in the United Kingdom, 8 percent in continental Europe and 30 percent in the rest of the world. In Fiscal 2003, 56 percent of the Groups employees were located in the United States, 8 percent in the United Kingdom, 8
percent in continental Europe and 28 percent in the rest of the world. There have been no significant work stoppages or labor disputes by Tomkins employees in any of the last five years.



Each Group company is encouraged to implement comprehensive employment policies designed to
identify employees with its achievements and also determine ways in which their knowledge and skills can best contribute towards the Companys success. Schemes are introduced to ensure that loyalty and performance are properly rewarded.



Employee involvement and communication programs continue to be developed and
are designed to provide equal opportunity to all, irrespective of sex, race, religion or color. Each Group company endeavors to provide equality of opportunity in recruiting, training, promoting and developing the careers of disabled persons.



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##### Table of Contents

E. Share ownership



As of April 24, 2006, the directors of the Company, and the directors and officers of the Company as a group owned the number of Ordinary Shares and the percentage
of such total number of shares outstanding on such date as set forth below.



The executive directors, as potential beneficiaries, are technically deemed to have an interest in all Ordinary Shares held by or in which the trustees of the Tomkins Employee Share Trust (the Trust) are interested. The table
includes, however, only those Trust shares which are specifically allocated to the individual director under the terms of the ABIP, and the SMS .



|                                  |  |              |     |                  |                |  |            |  |               
|--------------------------------- |  | ------------ | --- | ---------------- | -------------- |  | ---------- |  | --------------
|                                  |  | Amount Owned |     | Percent of Class
|Identity of Person or Group       |  | Beneficial   |     |                  | Non-beneficial |  | Beneficial |  | Non-beneficial
|Ordinary Shares                   |  |              |     |                  |                |  |            |  |               
|Executive directors               |  |              |     |                  |                |  |            |  |               
|J. Nicol                          |  | 1,695,772    | (1) |                  |               |  | *          |  |              
|K. Lever                          |  | 475,857      |     |                  |               |  | *          |  |              
|Non-executive directors           |  |              |     |                  |                |  |            |  |               
|D.B. Newlands                     |  | 308,515      |     |                  | 20,000         |  | *          |  | *             
|N.N. Broadhurst                   |  | 14,000       |     |                  |               |  | *          |  |              
|R.D. Gillingwater                 |  |             |     |                  |               |  |           |  |              
|J.M.J Keenan                      |  | 17,185       |     |                  |               |  | *          |  |              
|K.J. Minton                       |  | 110,000      |     |                  |               |  | *          |  |              
|Sir Brian Pitman                  |  | 15,717       |     |                  |               |  | *          |  |              
|D.H. Richardson                   |  | 13,729       |     |                  |               |  | *          |  |              
|D.D.S. Robertson                  |  | 6,500        |     |                  |               |  |           |  |              
|M.F. Wallach                      |  | 119,000      | (2) |                  |               |  | *          |  |              
|                                  |  |              |     |                 
|Executive officers                |  | 1,498,403    | (3) |                  |               |  | *          |  |              
|                                  |  |              |     |                 
|Directors and officers as a Group |  |              |     |                  |                |  |            |  |               
|(nineteen persons)                |  | 4,274,678    |     |                  | 20,000         |  | *          |  | *             
|                                  |  |              |     |                 
|Preference shares                 |  |              |     |                  |                |  |            |  |               
|M.F. Wallach                      |  |              |     |                  |                |  |            |  |               
|- $50 convertible cumulative      |  | 1,793,680    |     |                  | 112,537        |  | 68.18      |  | 4.28          

---

|(1) | Held as 26,000 ADSs and 1,591,772 Ordinary Shares.
|--- | --------------------------------------------------

|(2) | Held as 27,000 ADSs and 11,000 Ordinary Shares.
|--- | -----------------------------------------------

|(3) | Held as 8,850 ADSs and 1,463,003 Ordinary Shares.
|--- | -------------------------------------------------

|* | Less than 1 percent.
|- | --------------------



Share Options



Closed schemes



The following schemes are now closed:



The Tomkins Executive Share Option Scheme No. 3 (ESOS 3) and The Tomkins Executive Share Option Scheme No. 4 (ESOS 4)



ESOS 3 and ESOS 4 lapsed for grant purposes on May 9, 2005 and the Remuneration
Committee and the Board decided not to continue with an executive share option scheme beyond that date.



ESOS 3 was an HM Revenue & Customs-approved scheme. ESOS 4 was not approved by HM Revenue & Customs. The options under both schemes mature after three years. All outstanding ESOS 4 options were
granted to participants within the limit of four times their annual earnings. The performance condition for all outstanding options under ESOS 3 and ESOS 4 requires that the growth in Tomkins earnings per share must exceed the growth in the
Retail Prices Index by an average of 2 percent per annum over a three-year period before an option can be exercised, which was in accordance with contemporary practice when the schemes were introduced in 1995.



Tomkins Premium Priced Option



This was an option specifically and solely granted to James Nicol as part of the incentive
package on his joining Tomkins. No performance conditions were attached to this option in order to attract him to the Company and retain his services and this therefore does not comply with Schedule A of the Combined Code. It consists of a
non-transferable option to acquire 5,076,142 shares granted on 11 February 2002. The exercise price is 197 pence per share in respect of 2,538,072 shares (A option shares), 276 pence per share in respect of 1,522,842 shares (B option shares)
and 345 pence per share in respect of 1,015,228 shares (C option shares). The options have all vested and will lapse on February 11, 2012 or earlier in certain circumstances.



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Ongoing Option



This is an option specifically and solely granted to James Nicol on February 11, 2002 as part of the incentive package to attract him to the Company. It consists of
a non-transferable option to acquire 1,522,842 shares at 197p per share, which can be exercised on or after February 18, 2005 provided the rate of increase of earnings per share over any three-year period is equal to or greater than the
rate of increase of the Retail Prices Index plus 9 percent. This performance condition has been met and the option is exercisable. There are provisions for waiving or amending the performance condition in certain circumstances and, if there is a
change of control of the Company, the option is exercisable immediately, regardless of whether the performance condition is satisfied. The option will lapse on February 11, 2012 or earlier in certain circumstances. If there is a variation in
the share capital of the Company the Remuneration Committee may adjust the number of shares in either the Tomkins Premium Priced Option or the Ongoing Option as it reasonably deems appropriate to take account of the variation.



At April 24, 2006, options, including options granted to directors and officers, to
subscribe for 19,617,533 Ordinary Shares were outstanding under the Companys executive share option schemes at prices ranging from 170.5 pence to 345 pence. At that date, options over 10,104,200 of those shares were exercisable. The exercise
dates for the options range from April 24, 2006 to November 28, 2014.



Directors options over Ordinary Shares as of April 24, 2006, were:



|                            |  |              |  |                   |  |                   |  |         |  |                      
|--------------------------- |  | ------------ |  | ----------------- |  | ----------------- |  | ------- |  | ---------------------
|                            |  | Scheme       |  | Dates of grant    |  | Dates of expiry   |  | Price   |  | April 24, 2006 Number
|J. Nicol                    |  | Prem. Priced |  | February 11, 2002 |  | February 10, 2012 |  | 197.00p |  | 2,538,072            
|                            |  | Prem. Priced |  | February 11, 2002 |  | February 10, 2012 |  | 276.00p |  | 1,522,842            
|                            |  | Prem. Priced |  | February 11, 2002 |  | February 10, 2012 |  | 345.00p |  | 1,015,228            
|                            |  | Ongoing      |  | February 11, 2002 |  | February 10, 2012 |  | 197.00p |  | 550,000              
|                            |  | ESOS 4       |  | January 17, 2003  |  | January 16, 2013  |  | 208.25p |  | 1,440,576            
|                            |  | ESOS 4       |  | December 12, 2003 |  | December 11, 2013 |  | 265.75p |  | 1,128,880            
|                            |  | SAYE 2       |  | April 19, 2004    |  | November 30, 2009 |  | 204.00p |  | 8,014                
|                            |  | ESOS 4       |  | November 29, 2004 |  | November 28, 2014 |  | 248.75p |  | 1,206,030            
|                            |  |              |  |                   |  |                   |  |         |  |                      
|                            |  |              |  |                   |  |                   |  |         |  | 9,409,642            
|                            |  |              |  |                   |  |                   |  |         |  |                      
|K. Lever                    |  | ESOS 4       |  | December 12, 2003 |  | December 11, 2013 |  | 265.75p |  | 200,000              
|                            |  | SAYE 2       |  | April 19, 2004    |  | November 30, 2009 |  | 204.00p |  | 8,014                
|                            |  | ESOS 4       |  | November 29, 2004 |  | November 28, 2014 |  | 248.75p |  | 250,000              
|                            |  |              |  |                   |  |                   |  |         |  |                      
|                            |  |              |  |                   |  |                   |  |         |  | 458,014              
|                            |  |              |  |                   |  |                   |  |         |  |                      
|Other executive officers(1) |  | ESOS 4       |  | February 3, 1999  |  | February 2, 2009  |  | 247.50p |  | 25,000               
|                            |  | ESOS 4       |  | February 19, 2001 |  | February 18, 2011 |  | 170.50p |  | 50,000               
|                            |  | ESOS 4       |  | July 3, 2002      |  | July 2, 2012      |  | 244.75p |  | 42,000               
|                            |  | ESOS 4       |  | January 17, 2003  |  | January 16, 2013  |  | 208.25p |  | 44,000               
|                            |  | ESOS 4       |  | July 18, 2003     |  | July 17, 2013     |  | 246.50p |  | 200,000              
|                            |  | ESOS 4       |  | September 1, 2003 |  | August 31, 2013   |  | 262.75p |  | 150,000              
|                            |  | ESOS 4       |  | December 12, 2003 |  | December 11, 2013 |  | 265.75p |  | 755,000              
|                            |  | SAYE 2       |  | April 19, 2004    |  | November 30, 2009 |  | 204.00p |  | 16,028               
|                            |  | ESOS 4       |  | November 29, 2004 |  | November 28, 2014 |  | 248.75p |  | 975,000              
|                            |  |              |  |                   |  |                   |  |         |  |                      
|                            |  |              |  |                   |  |                   |  |         |  | 2,257,028            
|                            |  |              |  |                   |  |                   |  |         |  |                      

---

|1. | Officers whose compensation information is not publicly disclosed on an individual basis.
|-- | -----------------------------------------------------------------------------------------



49



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##### Table of Contents

Former directors options over Ordinary Shares as of April 24, 2006, were:



|             |  |        |  |                  |  |                 |  |         |  |                      
|------------ |  | ------ |  | ---------------- |  | --------------- |  | ------- |  | ---------------------
|             |  | Scheme |  | Dates of grant   |  | Dates of expiry |  | Price   |  | April 24, 2006 Number
|A.J. Reading |  | ESOS 4 |  | January 17, 2003 |  | July 16, 2006   |  | 208.25p |  | 150,000              
|             |  |        |  |                  |  |                 |  |         |  |                      
|             |  |        |  |                  |  |                 |  |         |  | 150,000              
|             |  |        |  |                  |  |                 |  |         |  |                      



Employee Share Plans



The Tomkins 2005 Sharesave Scheme



This is a standard HM Revenue & Customs-approved savings related share option
scheme, which is open to employees who are resident for tax purposes in the United Kingdom.



Closed Scheme



The Tomkins Savings
Related Share Option Scheme No. 2 (SAYE 2)

This was a standard HM Revenue & Customs-approved savings related share option
scheme, which lapsed for grant purposes, on May 9, 2005.



At
April 24, 2006, options, including options granted to directors and officers, to subscribe for 1,683,491 Ordinary Shares were outstanding under the Companys savings related share option scheme at prices ranging from 204.00p to 269.40p. At
that date, no options were exercisable. The exercise dates for the options range from June 1, 2009 to November 30, 2013.



Non-executive directors are not eligible for the grant of share options.



Long term incentive plans



As of April 24, 2006, the Trustees held 22,689 Ordinary Shares on behalf of 13 participants including directors and officers under the Share Matching Scheme. 11,369
Ordinary Shares allocated on October 14, 2004 will be released on October 14, 2006 and 11,320 Ordinary Shares allocated on December 29, 2005 will be released on December 30, 2007 if not forfeited or vested before those dates. In
addition 3,914,956 Ordinary shares were held in Treasury or by the trustees on April 24, 2006 in order to satisfy current and future awards under the Annual Bonus Incentive Plan.



50



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##### Table of Contents

Item 7. Major Shareholders and Related Party Transactions



A. Major shareholders

The Companys issued share capital as of December 31, 2005 consisted of 774,495,124
Ordinary Shares, nominal value 5p per share, and 10,462,774 convertible cumulative preference shares, nominal value US$50 per share.



As of April 24, 2006, 857,941,958 Ordinary Shares and 2,630,866 convertible cumulative preference shares were outstanding. As of that date, 694,537 Ordinary Shares
were held by 66 registered holders with a registered address in the United States; 62,220 ADRs were held of record by 141 registered holders with a registered address in the United States; and 2,622,785 convertible cumulative preference shares were
held by 21 registered holders with a registered address in the United States. Since certain of the Ordinary Shares and ADRs were held by brokers and nominees, the number of record holders in the United States may not be representative of the number
of beneficial holders or of where the beneficial holders are resident.



The
convertible cumulative preference shares are convertible at any time at the shareholders option into fully paid Ordinary Shares at a rate of 9.77 Ordinary Shares per convertible cumulative preference share. The Company has the option
(i) to redeem all but not some only of the convertible cumulative preference shares at any time that the total amount of convertible cumulative preference shares issued and outstanding is less than 10 percent of the amount originally issued and
(ii) to redeem, on or after July 29, 2006, all or any of the convertible cumulative preference shares outstanding at that time.



At the date of issue, the conversion price of the preference shares was 334p per Ordinary Share.



Upon liquidation of the Company or otherwise (other than on redemption or repurchase of shares), the assets of the Company available to
shareholders will be applied first to repay paid-in or credited capital together with all arrears and accruals of dividend to the holders of the convertible cumulative preference shares and any other classes of shares ranking pari passu with the
convertible cumulative preference shares as to capital.



Until such time as the
shares are converted or redeemed, the convertible cumulative preference shares have a right to receive dividends, at an annual rate of 5.560 percent, in preference to the holders of the Ordinary Shares.



The holders of the convertible cumulative preference shares are entitled to vote at a general
meeting of the Company on the following basis:



| |  |  | on a show of hands, each holder will have one vote; and
| | - |  | -------------------------------------------------------



| |  |  | on a poll, each holder will have one vote in respect of every seven fully paid Ordinary Shares to which the holder would be entitled on the full exercise of his conversion rights;
provided that if two or more consecutive quarterly dividends are in arrears, each holder shall have one vote on a poll in respect of every fully paid Ordinary Share to which the holder would be entitled on the full exercise of his conversion rights
until such time as any arrears of dividends have been paid in full.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Except as set forth above with respect to holders of convertible cumulative preference shares, shareholders of the Company do not have different voting rights.



To the Companys knowledge, no person or entity is the owner of more than 5 percent of its outstanding Ordinary Shares, nor is the
Company directly or indirectly owned or controlled by any corporation, by any government or by any other natural or legal person or persons, severally or jointly.



Significant changes in shareholders owning more than 5 percent of the Ordinary Share Capital of Tomkins over the past three years are as
follows; Schroder Investment Management Limited decreased their holding to 4.34 percent as of April 24, 2006 having been 8.01 percent at June 6, 2005, 7.46 percent at May 10 2004 and 8.14 percent at May 19, 2003. Legal &
General Investment Management Ltd decreased their holding to 0.41 percent as of April 24, 2006 having been 5.86 percent as of June 6, 2005, 4.41 percent as of May 10, 2004 and 3.55 percent as of May 19, 2003. Bear Creek
Inc.s deemed interest in Ordinary Shares decreased to 2.84 percent as of April 24, 2006 having been 10.45 percent as of June 6, 2005, 10.47 percent as of May 10, 2004 and 20.61 percent as of May 19, 2003.



There are no arrangements currently known to the Company that would result in a change in
control of the Company.



B. Related party transactions



During the period, the Group purchased aviation services under an agreement with ICG, LLC
and GForce Aviation, LLC. ICG, LLC was owned by Mr C.C. Gates until his death on August 28, 2005 when ownership passed to the Gates family. Mr. Gates had and Gates family members have an interest in the preference shares of the Company.
The agreement was entered into on an arms length basis and the services provided are used strictly for corporate travel to the Companys diverse locations within North America and only if there are no lower cost alternative available to
the Companys employees. The agreement permits the Company to purchase an unlimited number of aircraft flying hours at the rate of $1,950 per hour, plus $1,300 per day crew, plus $1,800 per month to cover insurance costs. During Fiscal 2005 the
Company recognized an expense of $147,870 (Fiscal 2004: $145,705) in respect of these services. As at December 31, 2005 an amount of $2,100 (January 1, 2005: $1,700) due to ICG, LLC was included in trade payables.



There are no further transactions or proposed transactions with related parties that are
material to the Company or to a related party.



C. Interests of experts and
counsel



Not applicable.



51



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##### Table of Contents

Item 8. Financial Information



A.
Consolidated statements and other financial information



See Item 18.
Financial Statements.



Legal Proceedings



The group is, from time to time, party to legal proceedings and claims, which arise in the
ordinary course of the business. The directors do not anticipate that the outcome of any of the above proceedings and claims, either individually or in aggregate, will have a material adverse effect upon the groups financial position.



Dividend policy



See Item 3 - Key Information  Dividends.



B. Significant changes



For a description of significant changes occurring since December 31, 2005, see Note 26 to our consolidated financial statements
included in this Annual Report.



52



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##### Table of Contents

Item 9. The Offer and Listing



A. Offer and
listing details



The high and low closing prices of the ADSs on the New
York Stock Exchange for the periods indicated are set forth below.



|              |  |                                   |      |                      |     |      
|------------- |  | --------------------------------- | ---- | -------------------- | --- | -----
|Fiscal Period |  |                                   |      | U.S. dollars per ADS
|              |  |                                   | High |                      | Low
|2001          |  | Year                              |      | 14.00                |     | 7.75 
|April 2002    |  | Year                              |      | 15.59                |     | 7.80 
|              |  | Q1: May  July                    |      | 11.50                |     | 7.90 
|              |  | Q2: August  October              |      | 12.10                |     | 7.80 
|              |  | Q3: November  January            |      | 12.70                |     | 9.70 
|              |  | Q4: February  April              |      | 15.59                |     | 11.06
|December 2002 |  | Eight months                      |      | 15.60                |     | 12.10
|              |  | Q1: May  July                    |      | 15.60                |     | 13.78
|              |  | Q2: August  October              |      | 15.34                |     | 12.12
|              |  | Two months to December 31, 2002   |      | 13.60                |     | 12.10
|2003          |  | Year                              |      | 19.32                |     | 11.16
|              |  | Q1: January  March               |      | 13.43                |     | 11.16
|              |  | Q2: April  June                  |      | 16.20                |     | 11.25
|              |  | Q3: July  September              |      | 17.80                |     | 15.11
|              |  | Q4: October - December            |      | 19.32                |     | 16.97
|2004          |  | Year                              |      | 20.53                |     | 18.10
|              |  | Q1: January  March               |      | 20.14                |     | 18.10
|              |  | Q2: April  June                  |      | 20.53                |     | 17.96
|              |  | Q3: July  September              |      | 19.87                |     | 17.98
|              |  | Q4: October - December            |      | 20.39                |     | 18.29
|2005          |  | Year                              |      | 22.43                |     | 18.51
|              |  | Q1: January  March               |      | 22.43                |     | 19.64
|              |  | Q2: April  June                  |      | 21.19                |     | 18.51
|              |  | Q3: July  September              |      | 21.52                |     | 18.83
|              |  | Q4: October - December            |      | 21.12                |     | 18.86
|2006          |  | Year                              |      | 24.29                |     | 21.59
|              |  | Q1: January - March               |      | 23.85                |     | 21.59
|              |  | Q2: through April 24, 2006        |      | 24.29                |     | 23.50
|              |  | October 2005                      |      | 20.68                |     | 18.86
|              |  | November 2005                     |      | 20.37                |     | 19.04
|              |  | December 2005                     |      | 21.12                |     | 20.04
|              |  | January 2006                      |      | 22.64                |     | 21.59
|              |  | February 2006                     |      | 23.79                |     | 22.50
|              |  | March 2006                        |      | 23.85                |     | 22.10
|              |  | April 2006 through April 24, 2006 |      | 24.29                |     | 23.50



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##### Table of Contents

The following table sets forth, for the Fiscal periods indicated, the closing high and low middle market quotations for
the Companys Ordinary Shares on the London Stock Exchange. The table does not reflect trading after the daily official close of the London Stock Exchange for which no official quotations exist.



|              |  |                                   |      |                          |     |       
|------------- |  | --------------------------------- | ---- | ------------------------ | --- | ------
|Fiscal Period |  |                                   |      | Pence per Ordinary Share
|              |  |                                   | High |                          | Low
|2001          |  | Year                              |      | 233.25                   |     | 138.00
|April 2002    |  | Year                              |      | 271.00                   |     | 134.00
|              |  | Q1: May  July                    |      | 206.75                   |     | 147.25
|              |  | Q2: August  October              |      | 211.00                   |     | 134.00
|              |  | Q3: November  January            |      | 223.00                   |     | 167.00
|              |  | Q4: February  April              |      | 271.00                   |     | 196.75
|December 2002 |  | Eight months                      |      | 270.50                   |     | 187.50
|              |  | Q1: May  July                    |      | 270.50                   |     | 218.00
|              |  | Q2: August  October              |      | 251.50                   |     | 190.50
|              |  | November and December             |      | 219.00                   |     | 187.50
|2003          |  | Year                              |      | 288.50                   |     | 168.75
|              |  | Q1: January  March               |      | 208.25                   |     | 168.75
|              |  | Q2: April  June                  |      | 245.00                   |     | 177.00
|              |  | Q3: July  September              |      | 278.75                   |     | 225.75
|              |  | Q4: October - December            |      | 288.50                   |     | 250.00
|2004          |  | Year                              |      | 287.50                   |     | 241.75
|              |  | Q1: January - March               |      | 269.00                   |     | 245.25
|              |  | Q2: April - June                  |      | 287.50                   |     | 253.75
|              |  | Q3: July - September              |      | 269.75                   |     | 241.75
|              |  | Q4: October - December            |      | 275.00                   |     | 245.00
|2005          |  | Year                              |      | 302.50                   |     | 242.00
|              |  | Q1: January - March               |      | 290.00                   |     | 258.75
|              |  | Q2: April  June                  |      | 276.25                   |     | 242.00
|              |  | Q3: July - September              |      | 289.25                   |     | 263.75
|              |  | Q4: October - December            |      | 302.50                   |     | 260.50
|2006          |  | Year                              |      | 343.75                   |     | 300.00
|              |  | Q1: January - March               |      | 340.50                   |     | 300.00
|              |  | Q2: through April 24, 2006        |      | 343.75                   |     | 329.25
|              |  | October 2005                      |      | 291.25                   |     | 260.50
|              |  | November 2005                     |      | 291.00                   |     | 270.50
|              |  | December 2005                     |      | 302.50                   |     | 284.00
|              |  | January 2006                      |      | 318.25                   |     | 300.00
|              |  | February 2006                     |      | 340.50                   |     | 319.25
|              |  | March 2006                        |      | 340.00                   |     | 314.50
|              |  | April 2006 through April 24, 2006 |      | 343.75                   |     | 329.25



The preference shares are not traded
on any exchange. The shares are registered shares.



B. Plan of distribution



Not applicable.



C. Markets



The principal trading market for the Companys Ordinary Shares is the London Stock Exchange.



ADSs, each representing four Ordinary Shares and evidenced by ADRs, have been issued pursuant
to a sponsored ADR program, with The Bank of New York as depositary. The Companys ADSs are listed on the New York Stock Exchange, under the symbol TKS.



D. Selling shareholders



Not applicable.



E. Dilution



Not applicable.



F. Expenses of the issue



Not applicable.



54



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##### Table of Contents

Item 10. Additional Information



A. Share
Capital



Not applicable.



B. Memorandum and Articles of Association



General



The rights of the shareholders are set forth in the Memorandum and Articles of Association (together, the Articles) of the
Company and are provided by applicable English law. The following summary of key provisions of the Articles is qualified in its entirety by reference to the Articles filed as an exhibit hereto.



The Company is incorporated in England and registered at Companies House under company number
203531. The main objects and purposes of the Company, set forth in Articles 4(a) to (c), are as follows:



| |  |  | to co-ordinate and manage the business activities of the Company and generally to carry out the function of a group holding company;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | to carry on the business of hardware manufacture and the manufacture of and dealing in minerals and metals, and all kinds of other connected goods; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | to carry on any other business of a similar nature which the Directors deem convenient for the Company to carry on, or consider will enhance or render more profitable the value of
the Companys property.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Board of Directors



The Articles provide for a minimum of 2 and a maximum of 15 Directors. At
every annual general meeting, no less than one-third of the Directors are required to retire from office and are eligible to stand for re-appointment at such meeting. Subject to the provisions of the Companies Act, the Board may from time to time
appoint one or more Directors to an executive office on such terms and for such period as it may determine. No Director or executive officer has a service contract with the Company for more than two years duration.



A Director who has disclosed to the Board that he has an interest in any transaction or
arrangement with the Company, may participate in such transaction or arrangement, but may not vote in respect of any such transaction. A Director may not be counted in the quorum of a meeting in relation to any resolution on which he is barred from
voting.



The ordinary remuneration of the Directors (other than a Managing
Director or an Executive Director) may not exceed an aggregate amount of £250,000 per annum as the Board (or any duly authorized committee thereof) may from time to time determine or such greater amount as the Company may, upon the
recommendation of the Board, from time to time by ordinary resolution determine, to be divided among them in such proportion and manner as the Directors may determine or, failing agreement, equally. Any Director who (by arrangement with the Board)
performs or renders any special duties or services outside his ordinary duties as a Director may be awarded extra remuneration (in addition to fees or ordinary remuneration) by way of a lump sum or salary or commission or participation in profits or
otherwise. Directors are required to hold at least 5,000 Ordinary Shares each.



The Board may exercise all the powers of the Company to borrow money, mortgage property and assets and issue debentures and other securities. The Articles require the Board to restrict aggregate borrowings of the Company to one and a half
times the share capital of the company plus capital reserves (calculated as set forth in the Articles).



Share Capital, Dividends and Voting Rights



The share capital of the Company is £79,258,211 divided into 1,585,164,220 Ordinary Shares, nominal value 5p per share and $1,956,000,000 divided into 13,920,000 U.S. dollar denominated voting Convertible Cumulative Preference
Shares, nominal value $50 per share (Perpetual Convertible Shares) and 25,200,000 U.S. dollar denominated voting Convertible Cumulative Redeemable Preference Shares, nominal value $50 per share (Redeemable Convertible
Shares).



Under Section 9 of the Companies Act, the Company may by
special resolution at a general meeting of shareholders alter its Articles and thereby alter the rights of the shareholders of the Company. A special resolution is a resolution which can only be passed by a majority of no less than three-fourths of
the shares entitled to vote which are voted. Whenever the share capital of the Company is divided into different classes of shares, the rights attached to any class may only be varied or abrogated either with the consent in writing of the holders of
three-fourths of the issued shares of that class or with the sanction of an extraordinary resolution passed at a separate meeting of such holders. The Articles provide that the necessary quorum for a general meeting at which such an extraordinary
general resolution may be passed is at least two persons holding or representing by proxy no less than one-third in nominal amount of the issued shares of that class.



The Perpetual Convertible Shares and the Redeemable Convertible Shares are entitled to be paid, in priority to any payment of dividend on
any other class of shares, a fixed cumulative preferential dividend at a rate per annum per such share held fixed by the Board on issue of the shares, payable quarterly. Dividends are at the discretion of the Board. The Company in a general meeting
of shareholders may declare dividends on the Ordinary Shares in its discretion by reference to an amount in pounds sterling or in a foreign currency, but dividends may not exceed the amount recommended by the Board. Dividends remaining unclaimed for
12 years after having been declared are forfeited and revert to the Company.



On a show of hands, each holder of Ordinary Shares, Perpetual Convertible Shares or Redeemable Convertible Shares present at a general meeting of the Company is entitled to one vote. On a poll, the holders of Ordinary Shares are entitled to
one vote per share, and the holders of the Perpetual Convertible Shares and the Redeemable Convertible Shares are entitled to one vote for every seven Ordinary Shares into which such Perpetual Convertible Shares or Redeemable Convertible Shares, as
the case may be, are convertible. If two or more quarterly dividends on the Perpetual Convertible Shares and the Redeemable Convertible Shares are in arrears and there is a poll vote, the holders of the Perpetual Convertible Shares and the
Redeemable Convertible Shares are entitled to one vote for every one Ordinary Share into which such Perpetual Convertible Shares or Redeemable Convertible Shares, as the case may be, are convertible. Cumulative voting is not permitted.



55



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##### Table of Contents

The liquidator on any winding-up of the Company, may, with the authority of an extraordinary resolution, divide among the
shareholders in kind the whole or any part of the assets of the Company and for such purposes may set such value as he deems fair upon any one or more class or classes of property, and may determine how such division shall be carried out as between
shareholders or classes of shareholders. On a return of assets on liquidation or otherwise (other than on a redemption or a repurchase), the assets of the Company available to shareholders shall be applied first in repaying to the holders of the
Perpetual Convertible Shares and the Redeemable Convertible Shares all amounts paid up thereon together with all arrears and accruals of dividend to be calculated down to the relevant date and to be payable whether or not such dividend has become
due and payable, in priority to any other class of shares.



The Company is
entitled to redeem all or any Perpetual Convertible Shares on or after July 29, 2006 upon written notice. In the case of any notice given for redemption of either class of such shares, the holders are entitled to opt for all of their remaining
Perpetual Convertible Shares to be converted into Ordinary Shares. Upon redemption, all amounts paid up, plus all arrears and accruals of dividend down to the date of redemption are to be paid.



Following the passing of a Special Resolution at an Extraordinary General Meeting of the
Company and at a separate class meeting of the holders of the Redeemable Convertible Shares held on August 11, 2003 the Articles of Association of the Company were amended so that the redemption date for the Redeemable Convertible Shares became
August 26, 2003 at a price of $48.50.



There are no provisions in the
Articles discriminating against an existing or prospective holder of securities as a result of such shareholder owning a substantial number of shares.



General Meetings



The Company shall in each year hold a general meeting of shareholders within 15 months of the previous years annual general meeting of shareholders. The Board may call an extraordinary general meeting whenever
it determines appropriate. In addition, members holding not less than one-tenth of the paid up share capital entitled to vote at a general meeting of the Company can require an extraordinary general meeting to be convened.



Only shareholders registered in accordance with the Articles may be recognized as valid
shareholders. There are no other limitations on the rights to own securities.



There are no provisions in the Articles that would have the effect of delaying, deferring or preventing a change of control of the Company and that would operate only with respect to a merger, acquisition, or corporate restructuring
involving the Company or any of its subsidiaries.



Disclosure of Ownership



There are no provisions in the Articles relating to the ownership
threshold above which shareholder ownership must be disclosed. The Companies Act requires a shareholder to notify the Company in respect of a three percent holding subject to certain exemptions, and there is an additional obligation to notify the
Company when a ten percent threshold is reached which is not subject to any exemptions.



Changes in Capital



There are no conditions imposed by the
Articles governing changes in capital which are more stringent than those conditions which would be required by governing English law.



C. Material Contracts



Euro Medium Term Note Program



On
August 28, 2003, the Company entered into a trust deed relating to the £750,000,000 Euro Medium Term Note Programme whereby it irrevocably guaranteed the obligations of notes issued by its subsidiary company Tomkins Finance plc
(Finance) under the programme. The programme allows Finance to issue debt in the form of loan notes up to a maximum aggregate principal amount of £750,000,000. As at April 24, 2006, notes for an aggregate nominal amount of
£400,000,000 have been issued at interest rates ranging between 6.125 percent and 8 percent.



Multicurrency Revolving Credit Agreement



A £400,000,000 multicurrency revolving credit agreement was arranged on February 9, 2004, under which the Company acts as guarantor to Finance, the borrower under the facility. A total of eight banks have committed to providing
Finance an aggregate sum of £400,000,000 that may be drawn on at any point until February 9, 2009, should the funds be required. The credit agreement contains certain financial covenants.



Employee Stock Option Plans



A description of our stock option plans and other equity-based compensation plans is
contained in Item 6.B. Compensation.



D. Exchange controls



There is currently no U.K. law, decree or regulation which restricts the
export or import of capital, including, but not limited to, U.K. foreign exchange controls, or that affects the remittance of dividends (except as otherwise set forth below, see Taxation) or other payments to holders of Ordinary Shares.
There are no limitations under U.K. law or the Companys Memorandum and Articles of Association on the rights of persons who are neither residents nor nationals of the United Kingdom from freely holding, voting or transferring Ordinary Shares
in the same manner as U.K. residents or nationals.



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E. Taxation



The following is a summary of the principal US federal income and UK tax consequences of the purchase, ownership and disposition of Ordinary Shares or ADSs by certain US
Holders (as defined below) and not a complete analysis or listing of all of the possible tax consequences of such purchase, ownership or disposition. Furthermore, this summary does not address the tax consequences under state, local, or non-US or
non-UK tax law of such purchase, ownership or disposition. Certain US Holders with special status (e.g., financial institutions, insurance companies, tax-exempt entities, dealers in securities, and traders in securities that mark-to-market) or in
special tax situations (e.g., whose functional currency is not the US dollar, who hold their Ordinary Shares or ADSs as part of a straddle, appreciated financial position, hedge, conversion transaction or other integrated investment, who hold 10
percent or more of the voting power of Tomkinss stock or the Ordinary Shares or ADSs, or who are subject to the alternative minimum tax) will be subject to special rules not described below. This summary is limited to US Holders that hold
their Ordinary Shares or ADSs as capital assets and does not address the tax treatment of US Holders that are partnerships or pass-through entities that are not partnerships or the tax treatment of the holders of interests in such entities. The
following summary of United States and United Kingdom tax consequences is not exhaustive of all possible tax considerations and should not be considered legal or tax advice. Prospective investors are therefore advised to consult their own tax
advisors with respect to the tax consequences of the purchase, ownership and disposition of Ordinary Shares or ADSs, including specifically the consequences under state, local and non-US and non-UK tax laws.



This summary is based upon the Internal Revenue Code of 1986, as amended (the
Code), Treasury regulations promulgated under the Code, the Convention Between the Government of the United States of America and the Government of the United Kingdom of Great Britain and Northern Ireland for the Avoidance of Double
Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and Capital Gains dated July 24, 2001, as ratified on March 31, 2003 and amended (the Income Tax Convention), and administrative and judicial
interpretations of the Code, the Income Tax Convention, all as in effect as of the date of this Annual Report and all of which are subject to change, possibly with retroactive effect. Statements regarding UK tax laws and practices set out below are
based on those UK laws and published practices of the Inland Revenue as in force on the date of this Annual Report which UK laws and practices are subject to change, again with possibly retroactive effect. As used herein, a US Holder is
a beneficial owner of Ordinary Shares or ADSs that, for United States federal tax purposes, is:



| |  |  | a citizen or resident of the United States;
| | - |  | -------------------------------------------



| |  |  | a corporation created or organized in the United States or under the laws of the United States or any state (or the District of Columbia);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an estate the income of which is subject to US federal income taxation regardless of its source;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to
control all substantial decisions of the trust; or
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a trust if it has a valid election in effect to be treated as a United States person under the Code.
| | - |  | ----------------------------------------------------------------------------------------------------



The Inland Revenue treats US Holders of ADSs as the owners of the underlying Ordinary Shares for the purpose of the taxation of dividend
payments under the Income Tax Convention. US Holders of ADSs are also treated as the owners of the underlying shares for the purposes of the Code.



Taxation of Dividends



Distributions paid in respect of the Ordinary Shares or ADSs will be treated as dividends to the extent of Tomkins current and accumulated earnings and profits, as calculated under US federal income tax
principles. Distributions in excess of current and accumulated earnings and profits will be treated as a return of capital to the extent of a US Holders adjusted tax basis in the Ordinary Shares or ADSs and, thereafter, as capital gains.



For taxable years that begin before 2009, dividends paid by Tomkins should be
taxable to non-corporate US Holders at the 15% reduced rate normally applicable to capital gains, provided Tomkins qualifies as a Qualified Foreign Corporation (QFC). A company may qualify as a QFC if its shares are readily tradable on
an established securities market in the United States, including NYSE and NASDAQ, or if such company is eligible for benefits of a comprehensive income tax treaty with the United States which the Secretary of the Treasury has determined is
satisfactory for QFC treatment and which includes a provision for the exchange of information. The Secretary of Treasury has determined that the Income Tax Convention qualifies as a comprehensive income tax treaty for this purpose. The reduced rate
should apply if the distribution is made with respect to equity rather than indebtedness and is made out of earnings and profits. Dividends paid by a foreign corporation will not qualify for the reduced rates, however, if that corporation is
treated, for the tax year in which the dividend is paid or the preceding tax year, as a Passive Foreign Investment Company (PFIC) for US federal income tax purposes. US Holders will be eligible for the reduced rate only if they have held
the Ordinary Shares for more than 60 days during the 121-day period beginning 60 days before the ex dividend date and satisfy certain other requirements.



Under UK law, there is no UK withholding tax on dividends paid. For dividends paid on or after May 1, 2003 and subject to the Income Tax Convention, no withholding
will be imposed on dividends paid to US Holders and there will no longer be an entitlement to offset any part of the UK taxation credit against any US taxation liability. The dividend received (i.e. without any gross up for withholding tax suffered
or tax credits) will be subject to US taxation.



Foreign Currency Dividends



Dividends paid in foreign currency will be included in income in a US
dollar amount calculated by reference to the exchange rate in effect on the day the dividends are actually or constructively received by the US Holders, regardless of whether the foreign currency is converted into US dollars at that time. If
dividends received in foreign currency are converted into US dollars on the day they are received, US Holders will generally have a basis in the foreign currency equal to its US dollar value on the date of actual or constructive receipt. Any gain or
loss realized by the US Holders on subsequent conversion or other disposition of the foreign currency will be treated as US source ordinary income or loss.



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Passive Foreign Investment Company (PFIC) Status



Tomkins believes that it will not be considered a PFIC for US federal income tax purposes.
However, since Tomkins status as a PFIC depends on the composition of its income and assets and the market value of its assets from time to time, there can be no assurance that it will not be considered a PFIC in any taxable year.



US shareholders in a company classified as a PFIC have certain federal income tax
consequences. In determining a companys PFIC status, two tests must be applied, as well as certain look-through rules. If 75 percent or more of a companys gross income is passive, it is considered a PFIC under the income test. If 50
percent or more of its gross assets, based on their average value, are either held for the production of or produce passive income, it is considered a PFIC under the asset test. In this instance, passive income commonly includes dividends, interest,
royalties, rents, annuities, gains from commodities and securities transactions, and the excess of gains over losses from the disposition of assets which produce passive income (unless the 25% look-through rules under section 1297 otherwise apply).



A US shareholder of a PFIC would incur particular adverse tax consequences as
a result of the companys status. The receipt of certain excess distributions, as well as the disposition of Ordinary Shares or ADSs, could trigger increased tax liability. Gain or excess distribution would be allocated
among the tax years of the shareholders holding period from the time the entity was determined to be a PFIC. The portion allocable to prior years would be taxed at the highest marginal US federal tax rate and would be subject to an interest
charge.



Certain elections enable the shareholder in a PFIC to avoid these
consequences. Under the Qualified Electing Fund (QEF) election, a US shareholder is taxed currently on its share of the companys ordinary income. The mark-to-market election for Ordinary Shares also exists. This enables the
shareholder to recognize gains or losses for the difference between the fair market value and the adjusted basis of their shares each year. US shareholders should consult their tax advisers for further details of the restrictions and coverage of
each election as required. If Tomkins were to be a PFIC in any year, materially adverse consequences as described above could result for US Holders. US Holders are urged to consult their personal tax adviser regarding the potential tax consequences
arising from the ownership and disposition of an interest in a PFIC, if applicable.



Taxation of Capital Gains



US Holders that are resident in the
United States and not resident, ordinarily resident or a temporary non-resident in the United Kingdom for UK tax purposes will not be liable for UK tax on gains realized or accrued on the sale or other disposal of Ordinary Shares or ADSs unless a
specific US Holder carries on a business in the United Kingdom through a permanent establishment and the Ordinary Shares or ADSs are or have been used, held or acquired for the purposes of such business through such permanent establishment. US
Holders will generally recognize capital gain or loss for US federal income tax purposes upon the sale or other disposal of such US Holders Ordinary Shares or ADSs in an amount equal to the difference between the amount realized on the sale or
other disposal and the US Holders adjusted tax basis in such Ordinary Shares or ADSs. Such gains or losses will be eligible for long-term capital gain or loss treatment if the Ordinary Shares or ADSs have been held for more than one year at
the time of such sale or disposal.



Under the Income Tax Convention, US Holders
who are residents of the United States for the purposes of the Income Tax Convention will not be subject to UK tax on gains derived from the sale or other disposal of the Ordinary Shares or ADSs unless such Ordinary Shares or ADSs form part of the
business property of a permanent establishment of an enterprise in the United Kingdom, regardless of whether that permanent establishment exists at the time of the sale or other disposal. Notwithstanding the foregoing, under the Income Tax
Convention, the United Kingdom may tax an individual who is a resident of the United States on gains derived from the sale or other disposal of Ordinary Shares or ADSs if such individual has been a resident of the United Kingdom at any time during
the six years immediately preceding the sale or other disposition of the Ordinary Shares or ADSs.



Inheritance Tax



Under the convention
entered into force on November 11, 1979 between the United States and the United Kingdom for the avoidance of double taxation and the prevent of Fiscal evasion with respect to taxes on estates of deceased persons and on gifts (the Estate
and Gift Tax Convention), an Ordinary Share or ADR will generally not be subject to UK inheritance tax upon an individuals death or on a transfer of the Ordinary Share or ADR during the individuals lifetime if it is held by an
individual who is domiciled in the United States and is not a national of the United Kingdom. In certain other cases where the individual is domiciled in the United States and is a national of the United Kingdom, the individual may be subject to UK
inheritance tax. Also, an individual will be subject to UK inheritance tax in the exceptional case in which the Ordinary Share or ADR is part of the business property of a UK permanent establishment or pertains to a fixed base of the individual in
the United Kingdom used for the performance of independent personal services. In the unusual case where Ordinary Shares or ADSs are subject to both the UK inheritance tax and the US federal estate and gift tax, the Estate and Gift Tax Convention
generally provides for a tax credit under the rules enumerated in the Estate and Gift Tax Convention.



Stamp Duty and Stamp Duty Reserve Tax (S.D.R.T.)



UK stamp duty or S.D.R.T. is not generally payable on the issuance of Ordinary Shares. An exception exists where Ordinary Shares are issued into a clearance service or a depositary receipt system (or a nominee for
either), in which case a liability at 1.5 percent will arise (but see the comments below in relation to transfers of the Ordinary Shares to the custodian of the Depositary).



The transfer of Ordinary Shares will generally give rise to a liability to UK stamp duty at the rate of 0.5 percent (rounded up to the next
multiple of £5) of the amount or value of the consideration paid. S.D.R.T. is chargeable on entering into an unconditional agreement to transfer Ordinary Shares at the same rate (which S.D.R.T. is cancelled or repaid if the agreement is
completed within six years of the agreement by a duly stamped transfer instrument). If Ordinary Shares have been transferred into a clearance service or a depositary receipt system, provided the higher rate 1.5 percent charge has been paid,
subsequent transfers within the respective service or system would not be liable to S.D.R.T. There is no liability to stamp duty on the transfer of shares into CREST, the paperless trading system introduced in July 1996, unless such transfer
involves a change in beneficial ownership. Where the Ordinary Shares are transferred into the account of a clearance service or a depositary receipt provider (or a nominee thereof) a liability at 1.5 percent will arise. Subsequent transfers within
CREST will not give rise to a liability to stamp duty as there will be no



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stampable document, and consequently, the S.D.R.T. chargeable on such transfers will not be repaid. Where an instrument
of transfer of Ordinary Shares is executed where there is no change of beneficial ownership it will generally be subject to fixed rate stamp duty of £5.



Where Ordinary Shares are transferred or issued to the custodian of the Depositary this will generally give rise to either UK stamp duty at the rate of 1.5 percent
rounded up to the next multiple of £5, or to S.D.R.T. at the rate of 1.5 percent, of the value of the shares. In accordance with the terms of the Deposit Agreement, any tax or duty payable by the Depositary or the custodian of the Depositary
on deposits of Ordinary Shares will be charged by the Depositary to the party to whom the ADSs are delivered against such deposits. No S.D.R.T. will be payable on an agreement to transfer ADSs, nor should UK stamp duty be payable on a transfer of
ADSs, provided, amongst other things, that the instrument of transfer is executed outside the United Kingdom. A transfer of Ordinary Shares by the Depositary or its nominee to the relevant ADR holder when the ADR holder is not transferring
beneficial ownership will not be liable to the 0.5% stamp duty charge or to the principal 0.5 percent S.D.R.T. charge on trades; hence a transfer instrument will attract fixed rate stamp duty of £5 and a return in CREST will not be chargeable
with any SDRT.



Backup Withholding and Information Reporting



Payments of dividends and other proceeds with respect to Ordinary Shares or ADSs by a US
paying agent or other US intermediary will be reported to the IRS and to the US Holders as may be required under applicable regulations unless a specific US Holder is a corporation or otherwise establishes a basis for exemption. Backup withholding
may apply to reportable payments if the US Holders fail to provide an accurate taxpayer identification number or certification of exempt status or fails to report all interest and dividends required to be shown on its US federal income tax returns.
The amount of any backup withholding from a payment to a US taxpayer will be allowed as a credit against the US taxpayers US federal income tax liability and a refund of any excess amounts refundable, if the US Holders provide the required
information to the IRS. US Holders should consult their tax advisers as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption.



F. Dividends and paying agents



Not applicable.



G. Statement by experts



Not
applicable.



H. Documents on display



Tomkins is subject to the information requirements of the Exchange Act and in accordance
therewith files reports and other information with the United States Securities and Exchange Commission (the Commission). These reports and other information can be inspected and copied at the public reference facilities maintained by
the Commission, 450 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549, and at the Commissions regional office at Citicorp Center, 500 West Madison Street, Suit 1400, Chicago, Illinois 60661. You may request copies of all
or a portion of these documents from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. From August 2002, reports filed by the Company with the Commission are available on the
Commissions website at www.sec.gov. As a foreign private issuer, Tomkins is exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements and the short-swing profit
recovery provisions contained in Section 16 of the Exchange Act.



I.
Subsidiary information



See Item 4. Information on the Company
 C. Organizational Structure.



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Item 11. Quantitative and Qualitative Disclosures about Market Risk



The financial risk management of the Company, which includes currency risk, interest rate risk and liquidity risk, is the responsibility of the Companys central treasury function, which operates within strict
guidelines approved by the Board.



Derivative financial instruments are held to
reduce exposure to foreign exchange risk and interest rate movements. None are held for speculative purposes.



To qualify as a hedge, a financial instrument must be related to actual foreign currency assets or liabilities or to a probable commitment. It must involve the same currency or similar currencies as the hedged item
and must also reduce the risk of foreign currency exchange movements on the Groups operations. Under US GAAP derivative instruments are not regarded as hedges and any unrealized gains or losses arising at the period end are taken to
income. Derivatives entered into to hedge the net investment in overseas entities do not qualify as a hedge under US GAAP and any gains or losses are charged to the income statement.



Borrowing facilities are monitored against forecast requirements and timely action is taken to put in place, renew or replace credit lines.
The Groups policy is to reduce financing risk by diversifying our funding sources and by staggering the maturity of the Groups borrowings.



Foreign currency transaction exposures



The foreign currency transaction exposures in the business are protected with forward currency purchases and sales. These are put in place when foreign currency trading
transactions are committed or when there is a high likelihood of such transactions arising. All foreign exchange contracts are carried out by our central treasury function, except in cases where this is prohibited by local regulations. In these
cases, local transactions are reported to central treasury on a systematic basis.



The Groups principal net currency transaction exposures arising during the year ended December 31, 2005 were US dollar to sterling ($57.9 million), US dollar to Mexican peso ($54.5 million), and sterling to euro ($92.4 million).
The impact of the movement in average exchange rates between 2004 and 2005 on the Groups transaction exposures was $0.7 million negative. Under the Groups foreign exchange transaction exposure policy, certain exposures are hedged.
Compared to the average actual rates for the year, the effect of these hedging activities was a gain of $5.3 million.



Foreign currency translation exposures



The majority of the Groups activities are transacted in US dollars but the reporting currency of the Group is sterling. This gives rise to potential currency
translation exposures in the balance sheet, income statement and cash flow. The Groups net borrowings are generally retained in proportion to the currencies in which the Groups assets are denominated, to hedge the foreign currency
translation exposure arising from the Groups overseas investments. The proportion of overseas investments effectively funded by shareholders equity is not hedged. The table below shows the net debt profile by currency.



|                |  |                |   |  |                |  
|--------------- |  | -------------- | - |  | -------------- | -
|                |  | 2005 $ million |   |  | 2004 $ million |  
|Sterling        |  | (13.2          | ) |  | (26.9          | )
|US dollar       |  | (394.7         | ) |  | (315.2         | )
|Euro            |  | (73.0          | ) |  | (49.7          | )
|Canadian dollar |  | (115.9         | ) |  | (112.3         | )
|Other           |  | 32.2           |   |  | 34.7           |  
|                |  |                |   |  |                |  
|Total           |  | (564.6         | ) |  | (469.4         | )
|                |  |                |   |  |                |  



Foreign currency profit and loss
translation exposures are not hedged and the reported results may be affected by the translation effect of currency fluctuations. It is estimated that a movement of 10 percent in the US dollar/sterling exchange rate has an impact on reported profit
from operations of around 7 to 8 percent. The impact on reported earnings per share is partly offset to the extent that interest arises on foreign currency net borrowings.



Interest payments on foreign currency net borrowings are funded with cash flows generated by the corresponding foreign currency investments.
The main potential impact of movement in the US dollar/sterling exchange rate movement is the effect on dividends. Much of the Groups cash flow is generated in US dollars from the cash flows generated by overseas investments, but dividends on
ordinary shares are paid in sterling by converting the foreign currency cash flows at the time of payment of the dividend.



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Interest rate risk management



The central treasury function manages the interest rate profile within the policy established by the Board. This is achieved by considering
the portfolio of all of the Groups interest bearing assets and liabilities. The net desired interest rate profile in each currency is then managed by entering into interest rate swaps, options and forward rate agreements. At December 31,
2005, the interest rate maturity profile of the Canadian dollar, euro and sterling net debt was less than three months.



The graph below shows our US dollar interest rate maturity profile as at December 31, 2005.



LOGO



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##### Table of Contents

Interest and Exchange Rate Information



The tables below provide information as at December 31, 2005 and as at January 1, 2005, about the Groups financial
instruments and derivative instruments that are sensitive to changes in interest rates and exchange rates. For borrowings, cash and deposits, the tables present principal cash flows, while for derivatives the tables present the notional amounts used
to calculate payments to be exchanged under the contracts. Instruments shown as bearing interest at floating rates, are instruments where the interest rate is reset periodically by reference to short term benchmark interest rates, such as LIBOR in
the relevant currency. The information is presented in pounds sterling equivalents, with the instruments grouped by the actual currency in which their cash flows are denominated.



|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|-------------------------------------------------------------------------------------------------------------- |  | ---------------------- | - |  | ------------------- | - |  | ------------------- | - |  | ------------------- | - |  | ------------------- | - |  | -------------------- | - |  | ------ | - |  | ------ | -
|                                                                                                               |  | Expected Maturity Date |   |  | Total $ million     |   |  | FairValue$ million  |  
|As at December 31, 2005                                                                                        |  | Within1 year$ million  |   |  | 1 - 2years$ million |   |  | 2 - 3years$ million |   |  | 3 - 4years$ million |   |  | 4 - 5Years$ million |   |  | Over 5years$ million |   |  |       
|POUNDS STERLING                                                                                                |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Financial Assets                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Cash and Deposits                                                                                              |  | 15.0                   |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 15.0   |   |  | 15.0   |  
|Other                                                                                                          |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  | 0.3                  |   |  | 0.3    |   |  | 0.3    |  
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Total                                                                                                          |  | 15.0                   |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  | 0.3                  |   |  | 15.3   |   |  | 15.3   |  
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Floating rate                                                                                                  |  | 10.2                   |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  | 0.3                  |   |  | 10.5   |   |  |        |  
|Interest Free                                                                                                  |  | 4.8                    |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 4.8    |   |  |        |  
|                                                                                                               |  |                        |   |  |                     |   |  |                    
|Financial Liabilities                                                                                          |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Borrowings                                                                                                     |  | (3.3                   | ) |  |                    |   |  |                    |   |  |                    |   |  | (30.7               | ) |  | (686.0               | ) |  | (720.0 | ) |  | (749.6 | )
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Total                                                                                                          |  | (3.3                   | ) |  |                    |   |  |                    |   |  |                    |   |  | (30.7               | ) |  | (686.0               | ) |  | (720.0 | ) |  | (749.6 | )
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Fixed rate                                                                                                     |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Floating rate                                                                                                  |  | (3.3                   | ) |  |                    |   |  |                    |   |  |                    |   |  | (30.7               | ) |  | (686.0               | ) |  | (720.0 | ) |  |        |  
|                                                                                                               |  |                        |   |  |                     |   |  |                    
|Interest rate swaps (weighted average rate received : fixed 6.8%, weighted average rate paid : floating 6.3%): |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Notional amount                                                                                                |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  | 686.7                |   |  | 686.7  |   |  | 686.7  |  
|Book value                                                                                                     |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  | 6.9                  |   |  | 6.9    |   |  | 33.8   |  
|Transaction exposure derivatives                                                                               |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  | 0.2    |  
|Off balance sheet hedging contracts (weighted average rate : 4.6%)                                             |  | 689.3                  |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 689.3  |   |  | 689.3  |  
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|US DOLLAR                                                                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Financial Assets                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Cash and Deposits                                                                                              |  | 250.8                  |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 250.8  |   |  | 250.8  |  
|Other                                                                                                          |  |                       |   |  | 1.8                 |   |  | 1.2                 |   |  | 1.2                 |   |  | 0.5                 |   |  | 3.1                  |   |  | 7.8    |   |  | 7.8    |  
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Total                                                                                                          |  | 250.8                  |   |  | 1.8                 |   |  | 1.2                 |   |  | 1.2                 |   |  | 0.5                 |   |  | 3.1                  |   |  | 258.6  |   |  | 258.6  |  
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Fixed rate                                                                                                     |  |                        |   |  | 1.8                 |   |  | 1.2                 |   |  | 1.2                 |   |  | 0.5                 |   |  | 3.1                  |   |  | 7.8    |   |  |        |  
|Floating rate                                                                                                  |  | 237.6                  |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 237.6  |   |  |        |  
|Interest free                                                                                                  |  | 13.2                   |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 13.2   |   |  |        |  
|Financial Liabilities                                                                                          |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Borrowings                                                                                                     |  | (27.1                  | ) |  | (2.4                | ) |  | (1.4                | ) |  | (0.9                | ) |  | (175.8              | ) |  | (17.2                | ) |  | (224.8 | ) |  | (224.8 | )
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Total                                                                                                          |  | (27.1                  | ) |  | (2.4                | ) |  | (1.4                | ) |  | (0.9                | ) |  | (175.8              | ) |  | (17.2                | ) |  | (224.8 | ) |  | (224.8 | )
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Fixed rate                                                                                                     |  | (2.2                   | ) |  | (2.4                | ) |  | (1.4                | ) |  | (0.9                | ) |  | (1.2                | ) |  | (5.3                 | ) |  | (13.4  | ) |  |        |  
|Floating rate                                                                                                  |  | (24.9                  | ) |  |                    |   |  |                    |   |  |                    |   |  | (174.6              | ) |  | (11.9                | ) |  | (211.4 | ) |  |        |  
|Interest free                                                                                                  |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|                                                                                                               |  |                        |   |  |                     |   |  |                    
|Interest rate swaps (weighted average rate received : fixed 3.1%, weighted average rate paid : floating 4.5%): |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Notional amount                                                                                                |  | 145.0                  |   |  |                    |   |  | 65.0                |   |  |                    |   |  |                    |   |  |                     |   |  | 210.0  |   |  | 210.0  |  
|Book value                                                                                                     |  | 0.2                    |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 0.2    |   |  | 2.6    |  
|Transaction exposure derivatives                                                                               |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  | 3.3    |  
|Off balance sheet hedging contracts (weighted average rate : 4.5%)                                             |  | (446.0                 | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | (446.0 | ) |  | (446.0 | )
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|EURO                                                                                                           |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Financial Assets                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Cash and Deposits                                                                                              |  | 32.1                   |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 32.1   |   |  | 32.1   |  
|Other                                                                                                          |  |                       |   |  | 0.1                 |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 0.1    |   |  | 0.1    |  
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Total                                                                                                          |  | 32.1                   |   |  | 0.1                 |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 32.2   |   |  | 32.2   |  
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Floating rate                                                                                                  |  | 29.4                   |   |  | 0.1                 |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 29.5   |   |  |        |  
|Interest free                                                                                                  |  | 2.7                    |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 2.7    |   |  |        |  
|                                                                                                               |  |                        |   |  |                     |   |  |                    
|Financial Liabilities                                                                                          |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Borrowings                                                                                                     |  | (6.5                   | ) |  | (1.2                | ) |  | (1.0                | ) |  | (0.9                | ) |  | (0.7                | ) |  | (2.4                 | ) |  | (12.7  | ) |  | (12.7  | )
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Total                                                                                                          |  | (6.5                   | ) |  | (1.2                | ) |  | (1.0                | ) |  | (0.9                | ) |  | (0.7                | ) |  | (2.4                 | ) |  | (12.7  | ) |  | (12.7  | )
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  



62



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##### Table of Contents

|                                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|--------------------------------------------------------------------- |  | ---------------------- | - |  | ------------------- | - |  | ------------------- | - |  | ------------------- | - |  | ------------------- | - |  | -------------------- | - |  | ------ | - |  | -------- | -
|                                                                      |  | Expected Maturity Date |   |  | Total $ million     |   |  | FairValue$ million  |  
|As at December 31, 2005 (continued)                                   |  | Within1 year$ million  |   |  | 1 - 2years$ million |   |  | 2 - 3years$ million |   |  | 3 - 4years$ million |   |  | 4 - 5Years$ million |   |  | Over 5years$ million |   |  |       
|Floating rate                                                         |  | (5.1                   | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | (5.1   | ) |  |          |  
|Fixed rate                                                            |  | (1.4                   | ) |  | (1.2                | ) |  | (1.0                | ) |  | (0.9                | ) |  | (0.7                | ) |  | (2.4                 | ) |  | (7.6   | ) |  |          |  
|Transaction exposure derivatives                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Off balance sheet hedging contracts (weighted average rate: 2.5%)     |  | (91.5                  | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | (91.5  | ) |  | (91.5    | )
|                                                                      |  |                        |   |  |                     |   |  |                    
|CANADIAN DOLLAR                                                       |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Financial Assets                                                      |  | 17.9                   |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 17.9   |   |  | 17.9     |  
|Cash and Deposits                                                     |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  |         |  
|                                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Total                                                                 |  | 17.9                   |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  | 17.9   |   |  | 17.9     |  
|                                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Floating rate                                                         |  | 17.9                   |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  | 17.9   |   |  |          |  
|Interest free                                                         |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|                                                                      |  |                        |   |  |                     |   |  |                    
|Financial Liabilities                                                 |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Borrowings                                                            |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  |         |  
|                                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Total                                                                 |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  |         |  
|                                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Fixed rate                                                            |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Floating rate                                                         |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  |          |  
|Transaction exposure derivatives                                      |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  | (0.3     | )
|Off balance sheet hedging contracts (weighted average pay rate :3.5%) |  | (131.2                 | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | (131.2 | ) |  | (131.2   | )
|                                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|                                                                      |  |                        |   |  |                     |   |  |                    
|OTHER                                                                 |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Financial Assets                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Cash and Deposits                                                     |  | 89.8                   |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 89.8   |   |  | 89.8     |  
|Other                                                                 |  |                       |   |  | 1.8                 |   |  |                    |   |  | 0.6                 |   |  |                    |   |  |                     |   |  | 2.4    |   |  | 2.4      |  
|                                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Total                                                                 |  | 89.8                   |   |  | 1.8                 |   |  |                    |   |  | 0.6                 |   |  |                    |   |  |                     |   |  | 92.2   |   |  | 92.2     |  
|                                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Floating rate                                                         |  | 81.2                   |   |  | 1.8                 |   |  |                    |   |  | 0.6                 |   |  |                    |   |  |                     |   |  | 83.6   |   |  |          |  
|Interest free                                                         |  | 8.6                    |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 8.6    |   |  |          |  
|                                                                      |  |                        |   |  |                     |   |  |                    
|Financial Liabilities                                                 |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Borrowings                                                            |  | (36.9                  | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | (36.9  | ) |  | (36.9    | )
|                                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Total                                                                 |  | (36.9                  | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | (36.9  | ) |  | (36.9    | )
|                                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Fixed rate                                                            |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Floating rate                                                         |  | (36.9                  | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | (36.9  | ) |  | (36.9    | )
|Transaction exposure derivatives                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Off balance sheet hedging contracts (weighted average rate : 1.5%)    |  | (20.6                  | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | (20.6  | ) |  | (20.6    | )
|                                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|TOTAL                                                                 |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Financial Assets                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|                                                                      |  | 405.6                  |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 405.6  |   |  | 405.6    |  
|Other                                                                 |  |                       |   |  | 3.7                 |   |  | 1.2                 |   |  | 1.8                 |   |  | 0.5                 |   |  | 3.4                  |   |  | 10.6   |   |  | 10.6     |  
|                                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Total                                                                 |  | 405.6                  |   |  | 3.7                 |   |  | 1.2                 |   |  | 1.8                 |   |  | 0.5                 |   |  | 3.4                  |   |  | 416.2  |   |  | 416.2    |  
|                                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Fixed rate                                                            |  |                       |   |  | 1.8                 |   |  | 1.2                 |   |  | 1.2                 |   |  | 0.5                 |   |  | 3.1                  |   |  | 7.8    |   |  |          |  
|Floating rate                                                         |  | 376.3                  |   |  | 1.9                 |   |  |                    |   |  | 0.6                 |   |  |                    |   |  | 0.3                  |   |  | 379.1  |   |  |          |  
|Interest free                                                         |  | 29.3                   |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 29.3   |   |  |          |  
|Financial Liabilities                                                 |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Borrowings                                                            |  | (73.8                  | ) |  | (3.6                | ) |  | (2.4                | ) |  | (1.8                | ) |  | (207.2              | ) |  | (705.6               | ) |  | (994.4 | ) |  | (1,024.0 | )
|                                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Total                                                                 |  | (73.8                  | ) |  | (3.6                | ) |  | (2.4                | ) |  | (1.8                | ) |  | (207.2              | ) |  | (705.6               | ) |  | (994.4 | ) |  | (1,024.0 | )
|                                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Fixed rate                                                            |  | (3.6                   | ) |  | (3.6                | ) |  | (2.4                | ) |  | (1.8                | ) |  | (1.9                | ) |  | (7.7                 | ) |  | (21.0  | ) |  |          |  
|Floating rate                                                         |  | (70.2                  | ) |  |                    |   |  |                    |   |  |                    |   |  | (205.3              | ) |  | (697.9               | ) |  | (973.4 | ) |  |          |  
|Interest free                                                         |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|                                                                      |  |                        |   |  |                     |   |  |                    
|Interest rate swaps                                                   |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |          |  
|Notional amount                                                       |  | 145.0                  |   |  |                    |   |  | 65.0                |   |  |                    |   |  |                    |   |  | 686.7                |   |  | 896.7  |   |  | 896.7    |  
|Book value                                                            |  | 0.2                    |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  | 6.9                  |   |  | 7.1    |   |  | 36.4     |  
|Transaction exposure derivatives                                      |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  | 3.2      |  
|Off balance sheet hedging contracts                                   |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  |         |  



63



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##### Table of Contents

|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|-------------------------------------------------------------------------------------------------------------- |  | ---------------------- | - |  | ------------------- | - |  | ------------------- | - |  | ------------------- | - |  | ------------------- | - |  | -------------------- | - |  | ------ | - |  | ------ | -
|                                                                                                               |  | Expected Maturity Date |   |  | Total$ million      |   |  | FairValue$ million  |  
|As at January 1, 2005                                                                                          |  | Within1 year$ million  |   |  | 1 - 2years$ million |   |  | 2 - 3years$ million |   |  | 3 - 4years$ million |   |  | 4 - 5Years$ million |   |  | Over 5years$ million |   |  |       
|POUNDS STERLING                                                                                                |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Financial Assets                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Cash and Deposits                                                                                              |  | 43.1                   |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 43.1   |   |  | 43.1   |  
|Other                                                                                                          |  |                       |   |  | 0.3                 |   |  |                    |   |  | 10.6                |   |  |                    |   |  |                     |   |  | 10.9   |   |  | 10.9   |  
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Total                                                                                                          |  | 43.1                   |   |  | 0.3                 |   |  |                    |   |  | 10.6                |   |  |                    |   |  |                     |   |  | 54.0   |   |  | 54.0   |  
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Fixed rate                                                                                                     |  |                       |   |  |                    |   |  |                    |   |  | 10.6                |   |  |                    |   |  |                     |   |  | 10.6   |   |  |        |  
|Floating rate                                                                                                  |  | 38.3                   |   |  | 0.3                 |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 38.6   |   |  |        |  
|Interest Free                                                                                                  |  | 4.8                    |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 4.8    |   |  |        |  
|                                                                                                               |  |                        |   |  |                     |   |  |                    
|Financial Liabilities                                                                                          |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Borrowings                                                                                                     |  | (2.7                   | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  | (768.0               | ) |  | (770.7 | ) |  | (829.7 | )
|                                                                                                               |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  |       |  
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Total                                                                                                          |  | (2.7                   | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  | (768.0               | ) |  | (770.7 | ) |  | (829.7 | )
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Fixed rate                                                                                                     |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  |        |  
|Floating rate                                                                                                  |  | (2.7                   | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  | (768.0               | ) |  | (770.7 | ) |  |        |  
|                                                                                                               |  |                        |   |  |                     |   |  |                    
|Interest rate swaps (weighted average rate received : fixed 6.8%, weighted average rate paid : floating 6.5%): |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Notional amount                                                                                                |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  | 768.0                |   |  | 768.0  |   |  | 768.0  |  
|Book value                                                                                                     |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  | 7.7                  |   |  | 7.7    |   |  | 18.6   |  
|Transaction exposure derivatives                                                                               |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  | 0.6    |  
|Off balance sheet hedging contracts(weighted average rate : N/a)                                               |  | 713.8                  |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 713.8  |   |  | 713.8  |  
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|US DOLLAR                                                                                                      |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Financial Assets                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Cash and Deposits                                                                                              |  | 155.9                  |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 155.9  |   |  | 155.9  |  
|Other                                                                                                          |  |                       |   |  | 34.3                |   |  |                    |   |  |                    |   |  | 3.5                 |   |  | 0.8                  |   |  | 38.6   |   |  | 38.6   |  
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Total                                                                                                          |  | 155.9                  |   |  | 34.3                |   |  |                    |   |  |                    |   |  | 3.5                 |   |  | 0.8                  |   |  | 194.5  |   |  | 194.5  |  
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Fixed rate                                                                                                     |  |                        |   |  | 25.1                |   |  |                    |   |  |                    |   |  | 3.5                 |   |  |                     |   |  | 28.6   |   |  |        |  
|Floating rate                                                                                                  |  | 135.6                  |   |  | 9.2                 |   |  |                    |   |  |                    |   |  |                    |   |  | 0.8                  |   |  | 145.6  |   |  |        |  
|Interest free                                                                                                  |  | 20.3                   |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 20.3   |   |  |        |  
|                                                                                                               |  |                        |   |  |                     |   |  |                    
|Financial Liabilities                                                                                          |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Borrowings                                                                                                     |  | (16.2                  | ) |  | (2.2                | ) |  | (1.9                | ) |  | (1.8                | ) |  | (1.2                | ) |  | (6.5                 | ) |  | (29.8  | ) |  | (29.8  | )
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Total                                                                                                          |  | (16.2                  | ) |  | (2.2                | ) |  | (1.9                | ) |  | (1.8                | ) |  | (1.2                | ) |  | (6.5                 | ) |  | (29.8  | ) |  | (29.8  | )
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Fixed rate                                                                                                     |  | (6.1                   | ) |  | (2.2                | ) |  | (1.9                | ) |  | (1.8                | ) |  | (1.2                | ) |  | (6.5                 | ) |  | (19.7  | ) |  |        |  
|Floating rate                                                                                                  |  | (10.1                  | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | (10.1  | ) |  |        |  
|Interest free                                                                                                  |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  |        |  
|                                                                                                               |  |                        |   |  |                     |   |  |                    
|Interest rate swaps (weighted average rate received : fixed 2.5%, weighted average rate paid : floating 3.1%): |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Notional amount                                                                                                |  |                       |   |  | 145.0               |   |  |                    |   |  | 65.0                |   |  |                    |   |  |                     |   |  | 210.0  |   |  | 208.4  |  
|Book value                                                                                                     |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  | 0.6    |  
|Transaction exposure derivatives                                                                               |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  | (0.4   | )
|Off balance sheet hedging contracts(weighted average pay rate : 1.5899)                                        |  | (441.4                 | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | (441.4 | ) |  | (441.4 | )
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|EURO                                                                                                           |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Financial Assets                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Cash and Deposits                                                                                              |  | 32.1                   |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 32.1   |   |  | 32.1   |  
|Other                                                                                                          |  |                       |   |  | 0.2                 |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 0.2    |   |  | 0.2    |  
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Total                                                                                                          |  | 32.1                   |   |  | 0.2                 |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 32.3   |   |  | 32.3   |  
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Floating rate                                                                                                  |  | 31.4                   |   |  | 0.2                 |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 31.6   |   |  |        |  
|Interest free                                                                                                  |  | 0.7                    |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 0.7    |   |  |        |  
|                                                                                                               |  |                        |   |  |                     |   |  |                    
|Financial Liabilities                                                                                          |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Borrowings                                                                                                     |  | (0.7                   | ) |  | (0.5                | ) |  | (0.5                | ) |  | (0.6                | ) |  | (0.6                | ) |  | (1.0                 | ) |  | (3.9   | ) |  | (3.9   | )
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Total                                                                                                          |  | (0.7                   | ) |  | (0.5                | ) |  | (0.5                | ) |  | (0.6                | ) |  | (0.6                | ) |  | (1.0                 | ) |  | (3.9   | ) |  | (3.9   | )
|                                                                                                               |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Fixed rate                                                                                                     |  | (0.4                   | ) |  | (0.5                | ) |  | (0.5                | ) |  | (0.6                | ) |  | (0.6                | ) |  | (1.0                 | ) |  | (3.6   | ) |  |        |  
|Floating rate                                                                                                  |  | (0.3                   | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | (0.3   | ) |  |        |  



64



---

##### Table of Contents

|                                                                        |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|----------------------------------------------------------------------- |  | ---------------------- | - |  | ------------------- | - |  | ------------------- | - |  | ------------------- | - |  | ------------------- | - |  | -------------------- | - |  | ------ | - |  | ------ | -
|                                                                        |  | Expected Maturity Date |   |  | Total$ million      |   |  | FairValue$ million  |  
|As at January 1, 2005 (continued)                                       |  | Within1 year$ million  |   |  | 1 - 2years$ million |   |  | 2 - 3years$ million |   |  | 3 - 4years$ million |   |  | 4 - 5Years$ million |   |  | Over 5years$ million |   |  |       
|Transaction exposure derivatives                                        |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  |       |  
|Off balance sheet hedging contracts(weighted average pay rate : 1.5613) |  | (77.8                  | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | (77.8  | ) |  | (77.8  | )
|CANADIAN DOLLAR                                                         |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Financial Assets                                                        |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Cash and Deposits                                                       |  | 51.3                   |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 51.3   |   |  | 51.3   |  
|                                                                        |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Total                                                                   |  | 51.3                   |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 51.3   |   |  | 51.3   |  
|                                                                        |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Floating rate                                                           |  | 47.5                   |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 47.5   |   |  |        |  
|Interest free                                                           |  | 3.8                    |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 3.8    |   |  |        |  
|                                                                        |  |                        |   |  |                     |   |  |                    
|Financial Liabilities                                                   |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Borrowings                                                              |  | (0.1                   | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | (0.1   | ) |  | (0.1   | )
|                                                                        |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  |       |  
|                                                                        |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Total                                                                   |  | (0.1                   | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | (0.1   | ) |  | (0.1   | )
|                                                                        |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Fixed rate                                                              |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  |        |  
|Floating rate                                                           |  | (0.1                   | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | (0.1   | ) |  |        |  
|Transaction exposure derivatives                                        |  | 0.2                    |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 0.2    |   |  | 0.8    |  
|Off balance sheet hedging contracts(weighted average pay rate : 2.4734) |  | (163.6                 | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | (163.6 | ) |  | (163.6 | )
|                                                                        |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|OTHER                                                                   |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Financial Assets                                                        |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Cash and Deposits                                                       |  | 83.0                   |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 83.0   |   |  | 83.0   |  
|Other                                                                   |  |                       |   |  | 2.7                 |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 2.7    |   |  | 2.7    |  
|                                                                        |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Total                                                                   |  | 83.0                   |   |  | 2.7                 |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 85.7   |   |  | 85.7   |  
|                                                                        |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Floating rate                                                           |  | 74.7                   |   |  | 2.7                 |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 77.4   |   |  |        |  
|Interest free                                                           |  | 8.3                    |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 8.3    |   |  |        |  
|                                                                        |  |                        |   |  |                     |   |  |                    
|Financial Liabilities                                                   |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Borrowings                                                              |  | (13.9                  | ) |  | (1.7                | ) |  | (1.7                | ) |  |                    |   |  |                    |   |  |                     |   |  | (17.3  | ) |  | (17.3  | )
|                                                                        |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  |       |  
|                                                                        |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Total                                                                   |  | (13.9                  | ) |  | (1.7                | ) |  | (1.7                | ) |  |                    |   |  |                    |   |  |                     |   |  | (17.3  | ) |  | (17.3  | )
|                                                                        |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Fixed rate                                                              |  |                       |   |  | (1.7                | ) |  | (1.7                | ) |  |                    |   |  |                    |   |  |                     |   |  | (3.4   | ) |  | (3.4   | )
|Floating rate                                                           |  | (13.9                  | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | (13.9  | ) |  | (13.9  | )
|                                                                        |  |                        |   |  |                     |   |  |                    
|Transaction exposure derivatives                                        |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  | 2.1    |  
|Off balance sheet hedging contracts(weighted average rate : N/a)        |  | (31.0                  | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | (31.0  | ) |  | (31.0  | )
|                                                                        |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|TOTAL                                                                   |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Financial Assets                                                        |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Cash and Deposits                                                       |  | 365.4                  |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 365.4  |   |  | 365.4  |  
|Other                                                                   |  |                       |   |  | 37.5                |   |  |                    |   |  | 10.6                |   |  | 3.5                 |   |  | 0.8                  |   |  | 52.4   |   |  | 52.4   |  
|                                                                        |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Total                                                                   |  | 365.4                  |   |  | 37.5                |   |  |                    |   |  | 10.6                |   |  | 3.5                 |   |  | 0.8                  |   |  | 417.8  |   |  | 417.8  |  
|                                                                        |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Fixed rate                                                              |  |                       |   |  | 25.1                |   |  |                    |   |  | 10.6                |   |  | 3.5                 |   |  |                     |   |  | 39.2   |   |  |        |  
|Floating rate                                                           |  | 327.5                  |   |  | 12.4                |   |  |                    |   |  |                    |   |  |                    |   |  | 0.8                  |   |  | 340.7  |   |  |        |  
|Interest free                                                           |  | 37.9                   |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 37.9   |   |  |        |  
|                                                                        |  |                        |   |  |                     |   |  |                    
|Financial Liabilities                                                   |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Borrowings                                                              |  | (33.6                  | ) |  | (4.4                | ) |  | (4.1                | ) |  | (2.4                | ) |  | (1.8                | ) |  | (775.5               | ) |  | (821.8 | ) |  | (880.8 | )
|                                                                        |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Total                                                                   |  | (33.6                  | ) |  | (4.4                | ) |  | (4.1                | ) |  | (2.4                | ) |  | (1.8                | ) |  | (775.5               | ) |  | (821.8 | ) |  | (880.8 | )
|                                                                        |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Fixed rate                                                              |  | (6.5                   | ) |  | (4.4                | ) |  | (4.1                | ) |  | (2.4                | ) |  | (1.8                | ) |  | (7.5                 | ) |  | (26.7  | ) |  |        |  
|Floating rate                                                           |  | (27.1                  | ) |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  | (768.0               | ) |  | (795.1 | ) |  |        |  
|Interest free                                                           |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  |        |  
|                                                                        |  |                        |   |  |                     |   |  |                    
|Interest rate swaps                                                     |  |                        |   |  |                     |   |  |                     |   |  |                     |   |  |                     |   |  |                      |   |  |        |   |  |        |  
|Notional amount                                                         |  |                       |   |  | 145.0               |   |  |                    |   |  | 65.0                |   |  |                    |   |  | 768.0                |   |  | 978.0  |   |  | 976.4  |  
|Book value                                                              |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  | 7.7                  |   |  | 7.7    |   |  | 19.2   |  
|Transaction exposure derivatives                                        |  | 0.2                    |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  | 0.2    |   |  | 3.1    |  
|Off balance sheet hedging contracts                                     |  |                       |   |  |                    |   |  |                    |   |  |                    |   |  |                    |   |  |                     |   |  |       |   |  |       |  



65



---

##### Table of Contents

Debt Instruments



The following table shows principal amounts and the respective weighted average interest rates for the significant elements of debt:



|                         |  |                   |       |                      |                 |   |                 |   |                      |  |     |  
|------------------------ |  | ----------------- | ----- | -------------------- | --------------- | - | --------------- | - | -------------------- |  | --- | -
|                         |  | December 31, 2005 |       |                      | January 1, 2005 |  
|                         |  | PrincipalAmount   |       | Weightedaverage rate |                 |   | Principalamount |   | Weightedaverage rate | 
|£150 million Bond        |  | £                 | 150.0 |                      | 8.0             | % |                 | £ | 150.0                |  | 8.0 | %
|£250 million Bond        |  | £                 | 250.0 |                      | 6.1             | % |                 | £ | 250.0                |  | 6.1 | %
|Leases                   |  | $                 | 17.7  |                      | 7.3             | % |                 | $ | 23.2                 |  | 7.2 | %
|Bank Loans and Overdraft |  | $                 | 282.0 |                      | 5.1             | % |                 | $ | 43.0                 |  | 4.6 | %



To a large extent, the Companys
use of borrowings in currencies other than pounds sterling together with its use of derivative currency contracts (as shown in the table above) is for the purpose of managing the variability in shareholders funds resulting from the
re-translation of its foreign net investments at current exchange rates.



The
following table identifies the net exchange rate translation exposure remaining after taking account of such borrowings and currency derivatives:



December 31, 2005



|                |  |                                          |  |                            |   |  |                     
|--------------- |  | ---------------------------------------- |  | -------------------------- | - |  | --------------------
|Currency        |  | Net assets excluding net funds $ million |  | Net (debt)/funds $ million |   |  | Net assets $ million
|Pounds Sterling |  | 119.8                                    |  | (13.2                      | ) |  | 106.6               
|U.S. Dollar     |  | 2,568.5                                  |  | (394.7                     | ) |  | 2,173.8             
|Euro            |  | 231.0                                    |  | (73.0                      | ) |  | 158.0               
|Canadian Dollar |  | 410.4                                    |  | (115.9                     | ) |  | 294.5               
|Other           |  | 352.6                                    |  | 32.2                       |   |  | 384.8               
|                |  |                                          |  |                            |   |  |                     
|Total           |  | 3,682.3                                  |  | (564.6                     | ) |  | 3,117.7             
|                |  |                                          |  |                            |   |  |                     



January 1, 2005



|                |  |                                          |  |                            |   |  |                     
|--------------- |  | ---------------------------------------- |  | -------------------------- | - |  | --------------------
|Currency        |  | Net assets excluding net funds $ million |  | Net (debt)/funds $ million |   |  | Net assets $ million
|Pounds Sterling |  | 107.8                                    |  | (26.9                      | ) |  | 80.9                
|U.S. Dollar     |  | 2,396.7                                  |  | (315.2                     | ) |  | 2,081.5             
|Euro            |  | 242.7                                    |  | (49.7                      | ) |  | 193.0               
|Canadian Dollar |  | 371.3                                    |  | (112.3                     | ) |  | 259.0               
|Other           |  | 354.8                                    |  | 34.7                       |   |  | 389.5               
|                |  |                                          |  |                            |   |  |                     
|Total           |  | 3,473.3                                  |  | (469.4                     | ) |  | 3,003.9             
|                |  |                                          |  |                            |   |  |                     



Item 12. Description of Securities Other than Equity Securities



Not applicable.



66



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##### Table of Contents

PART II



Item 13. Defaults, Dividend Arrearages and Delinquencies



None.



Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds



None.



Item 15. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



The Chief
Executive Officer and the Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a  15(e) and 15d  15(e) under the Exchange Act) as of December 31, 2005
(the Evaluation Date). Based on such evaluation, those officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to
the Company (including its consolidated subsidiaries) required to be included in our periodic filings under the Exchange Act.



Changes in Internal Controls over Financial Reporting



During the year ended December 31, 2005, there have not been any significant changes in our internal controls over financial reporting that have materially affected,
or are reasonably likely to materially affect, our internal controls over financial reporting.



Item 16.



A. Audit committee financial
expert



The members of the Audit Committee are all independent,
non-executive members of the Board. The Board has determined that Mr. N.N Broadhurst qualifies as the Audit Committee Financial Expert.



B. Code of ethics



Code of Conduct and Ethics



The Company
has adopted a Code of Conduct and Ethics which sets out the policies and principles of conduct to be followed by all our companies and applies to all directors, officers and employees who are expected to conduct Company business with integrity and
in compliance with the laws of the countries in which we operate. The Code covers a number of important areas including fair competition and compliance with anti-trust and competition laws, employee health and safety laws and environmental laws. It
also reaffirms our commitment to fair treatment of all employees, ethical and lawful behavior and sets out some general principles, which are important in dealing with suppliers and customers, and with governments and government agencies. The Code
emphasizes the importance of employees protecting our intellectual property. Any waivers to the Code require the approval of the Board and will be published on the Companys website. During 2005 no waivers have been either sought or granted. A
complete copy of the Code can be viewed on our website www.tomkins.co.uk or a printed copy is available by application to the Company Secretary at the Companys registered office.



The Company has also placed on its website, www.tomkins.co.uk, a general summary of the significant ways in which the Companys
corporate governance differs from that followed by domestic US companies under the New York Stock Exchanges listing standards.



67



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##### Table of Contents

C. Principal accountant fees and services



The following table sets forth the aggregate fees billed to the Company for Fiscal 2005 and Fiscal 2004 by the Companys principal
accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, Deloitte & Touche).



|                                    |  |                             |  |                          
|----------------------------------- |  | --------------------------- |  | -------------------------
|                                    |  | Year endedDecember 31, 2005 |  | Year endedJanuary 1, 2005
|                                    |  | $ million                   |  | $ million                
|Audit Services:                     |  |                             |  |                          
|- Statutory audit                   |  | 4.2                         |  | 3.8                      
|- Audit related regulatory services |  | 1.1                         |  | 0.2                      
|                                    |  |                             |  |                          
|                                    |  | 5.3                         |  | 4.0                      
|Further assurance services          |  | 0.5                         |  | 1.1                      
|                                    |  |                             |  |                          
|                                    |  | 5.8                         |  | 5.1                      
|Tax services:                       |  |                             |  |                          
|- Compliance services               |  | 0.5                         |  | 1.1                      
|- Advisory services                 |  | 3.3                         |  | 1.5                      
|                                    |  |                             |  |                          
|                                    |  | 3.8                         |  | 2.6                      
|                                    |  |                             |  |                          
|Total fees                          |  | 9.6                         |  | 7.7                      
|                                    |  |                             |  |                          

---

|(1) | Audit fees include the review of the half year financial statements and work in connection with the filing of this Annual report on Form 20-F.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Compliance services are carried out as part of the statutory audit. Tax advisory services
must be reported to the Audit Committee as set out below.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | All other fees include advice on accounting matters and non-regulatory reporting. All such
fees must be reported to the Audit Committee and approval is required from the Chairman of the Audit Committee.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Audit Committee has adopted a policy regarding audit and non-audit services in consultation with its independent auditors Deloitte & Touche LLP. This policy
is designed to ensure the independence of our independent auditors by expressly setting forth all services that the independent auditors may not perform and reinforcing the principle of independence regardless of the type of work performed. The
Audit Committee approves the engagement terms and fees of Deloitte & Touche LLP for all audit and non-audit services, including tax services, unless such approval is not required under the Securities and Exchange Act of 1934. The Audit
Committee approved the engagement terms and fees of Deloitte & Touche for all services for the fiscal year ended December 31, 2005.



68



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##### Table of Contents

PART III



Item 17. Financial Statements



Not
applicable.



Item 18. Financial Statements



|                                                             |  |     
|------------------------------------------------------------ |  | ----
|                                                             |  | Page
|Financial Statements of Tomkins plc and Subsidiary Companies |  |     
|                                                             | 
|Report of Independent Registered Public Accounting Firm      |  | F-1 
|Consolidated statements of income                            |  | F-2 
|Consolidated statements of cash flows                        |  | F-3 
|Consolidated balance sheets                                  |  | F-4 
|Consolidated statements of changes in shareholders equity   |  | F-5 
|Notes to the consolidated financial statements               |  | F-7 



69



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##### Table of Contents

Item 19. Exhibits

|     |  |                                                                                                                                                                                                         
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|1.1  |  | Memorandum and Articles of Association of the Company.(4)                                                                                                                                               
|     | 
|4.1  |  | The rules of the Tomkins Executive Share Option Scheme No. 3.(1)                                                                                                                                        
|     | 
|4.2  |  | The rules of the Tomkins Executive Share Option Scheme No. 4.(1)                                                                                                                                        
|     | 
|4.3  |  | Service Agreement, dated February 11, 2002 between Tomkins plc and James Nicol(2)                                                                                                                       
|     | 
|4.4  |  | Support Agreement, dated April, 29, 2003, between Tomkins plc, 2023103 Ontario Inc., and Stackpole Limited.(3)                                                                                          
|     | 
|4.5  |  | Lock-up Agreement, dated April 29, 2003, between The Stackpole Corporation, Tomkins plc, and 2023103 Ontario Inc.(3)                                                                                    
|     | 
|4.6  |  | Third Supplemental Trust Deed relating to the £750,000,000 Euro Medium Term Note Programme dated August 28, 2003(4).                                                                                    
|     | 
|4.7  |  | Facility Agreement relating to the £400,000,000 multicurrency revolving credit agreement dated February 9, 2004(4).                                                                                     
|     | 
|4.8  |  | The rules of the Tomkins 2005 Sharesave Scheme(5)                                                                                                                                                       
|     | 
|8.1  |  | List of subsidiaries of the Company*.                                                                                                                                                                   
|     | 
|12.1 |  | Certification of CEO pursuant to Rule 13 (a)  14(a) of the Securities Exchange Act of 1934*                                                                                                            
|     | 
|12.2 |  | Certification of CFO pursuant to Rule 13 (a)  14(a) of the Securities Exchange Act of 1934*                                                                                                            
|     | 
|13.1 |  | Certification of CEO and CFO pursuant to Rule 13(a)  14 (b) of the Securities and Exchange act of 1934 and 18 USC. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002*.

---

|(1) | Incorporated by reference to the Companys Annual Report on Form 20-F for the fiscal
year ended April 30, 2001.
|--- | ---------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the Companys Annual Report on Form 20-F for the fiscal
year ended April 30, 2002.
|--- | ---------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to the Companys Transition Report on Form 20-F for the eight
months ended December 31, 2002.
|--- | -----------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to the Companys Annual Report on Form 20-F for the fiscal
year ended January 3, 2004.
|--- | ----------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to the Companys Annual Report on Form 20-F for the fiscal
year ended January 1, 2005.
|--- | ----------------------------------------------------------------------------------------------------------------

|* | Filed herewith.
|- | ---------------



70



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Report of independent registered public
accounting firm



To the Board of Directors and shareholders of Tomkins plc



We have audited the accompanying consolidated balance sheets of Tomkins
plc and subsidiaries (the Company) as of December 31, 2005, and January 1, 2005, and the related consolidated statements of income, cash flows and changes in shareholders equity for the fiscal years ended
December 31, 2005, January 1, 2005 and January 3, 2004. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the financial statements based on our
audits.



We conducted our audits in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.



In our
opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Tomkins plc as of December 31, 2005 and January 1, 2005 and the results of its operations and its cash flows for the fiscal
years ended December 31, 2005, January 1, 2005 and January 3, 2004, in conformity with accounting principles generally accepted in the United States of America.



As discussed in Note 4 to the financial statements, in fiscal 2005 the Company (1) changed the presentation of its consolidated
statements of cash flows to include the cash flows from operating, investing, and financing activities of discontinued operations within the respective categories of operating, investing, and financing activities of the Company, and
(2) separately restated the presentation within its statement of changes in shareholders equity. Fiscal 2004 and fiscal 2003 have both been retroactively restated to reflect these changes.



As discussed in Note 18 to the financial statements, the Company early adopted the provisions
of Statement of Financial Accounting Standards No.123 (revised 2004), Share-Based Payment as of January 2, 2005.



/s/ Deloitte & Touche LLP

London, United Kingdom



March 10, 2006



F-1



---

##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Consolidated statements of income

All numbers below are in millions USD, except per share data



|                                                                                                                                                       |  |                                      |          |   |                                    |   |          |                                    |  |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------ | -------- | - | ---------------------------------- | - | -------- | ---------------------------------- |  | - | -------- | -
|                                                                                                                                                       |  | Year endedDecember 31,2005 $ million |          |   | Year endedJanuary 1,2005 $ million |   |          | Year endedJanuary 3,2004 $ million | 
|Net sales                                                                                                                                              |  |                                      | 5,776.0  |   |                                    |   | 5,356.1  |                                    |  |   | 4,847.4  |  
|Cost of sales                                                                                                                                          |  |                                      | (4,167.6 | ) |                                    |   | (3,806.4 | )                                  |  |   | (3,452.6 | )
|                                                                                                                                                       |  |                                      |          |   |                                    |   |          |                                    |  |   |          |  
|Gross profit                                                                                                                                           |  |                                      | 1,608.4  |   |                                    |   | 1,549.7  |                                    |  |   | 1,394.8  |  
|Selling, general and administrative expenses                                                                                                           |  |                                      | (1,084.4 | ) |                                    |   | (1,038.5 | )                                  |  |   | (958.7   | )
|Goodwill impairment                                                                                                                                    |  |                                      |         |   |                                    |   |         |                                    |  |   | (12.5    | )
|Restructuring expenses                                                                                                                                 |  |                                      | (39.0    | ) |                                    |   | (34.1    | )                                  |  |   | (38.0    | )
|                                                                                                                                                       |  |                                      |          |   |                                    |   |          |                                    |  |   |          |  
|Operating income from continuing operations                                                                                                            |  |                                      | 485.0    |   |                                    |   | 477.1    |                                    |  |   | 385.6    |  
|Interest income                                                                                                                                        |  |                                      | 10.4     |   |                                    |   | 11.5     |                                    |  |   | 15.8     |  
|Interest expense                                                                                                                                       |  |                                      | (34.8    | ) |                                    |   | (34.9    | )                                  |  |   | (30.2    | )
|Other (expense)/income net                                                                                                                             |  |                                      | (65.2    | ) |                                    |   | 44.0     |                                    |  |   | 54.8     |  
|                                                                                                                                                       |  |                                      |          |   |                                    |   |          |                                    |  |   |          |  
|Income from continuing operations before taxes, minority interest and equity in net income of associates                                               |  |                                      | 395.4    |   |                                    |   | 497.7    |                                    |  |   | 426.0    |  
|Income tax (expense)/benefit                                                                                                                           |  |                                      | (68.8    | ) |                                    |   | (103.2   | )                                  |  |   | 72.2     |  
|Minority interest in net income, net of tax charge of $6.0 million (2004  $7.0 million, 2003  $5.9 million)                                          |  |                                      | (16.4    | ) |                                    |   | (15.2    | )                                  |  |   | (12.4    | )
|Equity in net income of associates, net of tax charge of $0.4 million (2004  $0.2 million, 2003  $0.3
million)                                       |  |                                      | 1.2      |   |                                    |   | 0.9      |                                    |  |   | 0.8      |  
|                                                                                                                                                       |  |                                      |          |   |                                    |   |          |                                    |  |   |          |  
|Income from continuing operations                                                                                                                      |  |                                      | 311.4    |   |                                    |   | 380.2    |                                    |  |   | 486.6    |  
|Loss from discontinued operations, net of tax charge of $0.1 million (2004  tax charge of $4.2 million, 2003  tax credit of $14.5
million)           |  |                                      |         |   |                                    |   | (13.5    | )                                  |  |   | (109.5   | )
|Gain on disposal of discontinued operations, net of tax charge of $0.9 million (2004  tax credit of $6.8 million, 2003  tax charge
of $11.9 million) |  |                                      | 1.6      |   |                                    |   | 11.0     |                                    |  |   | 49.6     |  
|                                                                                                                                                       |  |                                      |          |   |                                    |   |          |                                    |  |   |          |  
|Net income                                                                                                                                             |  |                                      | 313.0    |   |                                    |   | 377.7    |                                    |  |   | 426.7    |  
|Gain on redemption of Redeemable convertible cumulative preference shares                                                                              |  |                                      |         |   |                                    |   |         |                                    |  |   | 17.4     |  
|Dividends on preferred shares                                                                                                                          |  |                                      | (29.1    | ) |                                    |   | (28.5    | )                                  |  |   | (47.1    | )
|                                                                                                                                                       |  |                                      |          |   |                                    |   |          |                                    |  |   |          |  
|Net income attributable to common shareholders                                                                                                         |  |                                      | 283.9    |   |                                    |   | 349.2    |                                    |  |   | 397.0    |  
|                                                                                                                                                       |  |                                      |          |   |                                    |   |          |                                    |  |   |          |  
|Net income per common share                                                                                                                            |  |                                      |          |   |                                    |   |          |                                    |  |   |          |  
|Basic                                                                                                                                                  |  |                                      |          |   |                                    |   |          |                                    |  |   |          |  
|Income from continuing operations                                                                                                                      |  |                                      | 0.37     |   |                                    |   | 0.46     |                                    |  |   | 0.59     |  
|Loss from discontinued operations                                                                                                                      |  |                                      |         |   |                                    |   | (0.02    | )                                  |  |   | (0.14    | )
|Gain on disposal of discontinued operations                                                                                                            |  |                                      |         |   |                                    |   | 0.01     |                                    |  |   | 0.06     |  
|                                                                                                                                                       |  |                                      |          |   |                                    |   |          |                                    |  |   |          |  
|Net income                                                                                                                                             |  | $                                    | 0.37     |   |                                    | $ | 0.45     |                                    |  | $ | 0.51     |  
|                                                                                                                                                       |  |                                      |          |   |                                    |   |          |                                    |  |   |          |  
|Diluted                                                                                                                                                |  |                                      |          |   |                                    |   |          |                                    |  |   |          |  
|Income from continuing operations                                                                                                                      |  |                                      | 0.36     |   |                                    |   | 0.43     |                                    |  |   | 0.51     |  
|Loss from discontinued operations                                                                                                                      |  |                                      |         |   |                                    |   | (0.01    | )                                  |  |   | (0.12    | )
|Gain on disposal of discontinued operations                                                                                                            |  |                                      |         |   |                                    |   | 0.01     |                                    |  |   | 0.06     |  
|                                                                                                                                                       |  |                                      |          |   |                                    |   |          |                                    |  |   |          |  
|Net income                                                                                                                                             |  | $                                    | 0.36     |   |                                    | $ | 0.43     |                                    |  | $ | 0.45     |  
|                                                                                                                                                       |  |                                      |          |   |                                    |   |          |                                    |  |   |          |  



The accompanying notes form an
integral part of these consolidated financial statements.



F-2



---

##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Consolidated statements of cash flows

All numbers below are in millions USD



|                                                                                  |  |                                      |   |  |                                              |   |  |                                              |  
|--------------------------------------------------------------------------------- |  | ------------------------------------ | - |  | -------------------------------------------- | - |  | -------------------------------------------- | -
|                                                                                  |  | Year endedDecember 31,2005 $ million |   |  | Restated* Year endedJanuary 1,2005 $ million |   |  | Restated* Year endedJanuary 3,2004 $ million |  
|Cash flow from operating activities                                               |  |                                      |   |  |                                              |   |  |                                              |  
|Net income                                                                        |  | 313.0                                |   |  | 377.7                                        |   |  | 426.7                                        |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                      |   |  |                                              |   |  |                                              |  
|Equity in net income of associates                                                |  | (1.2                                 | ) |  | (1.6                                         | ) |  | (1.1                                         | )
|Depreciation and amortization                                                     |  | 225.5                                |   |  | 220.4                                        |   |  | 214.1                                        |  
|Impairment of goodwill                                                            |  |                                     |   |  |                                             |   |  | 53.9                                         |  
|Impairment of property, plant and equipment                                       |  | 9.5                                  |   |  |                                             |   |  |                                             |  
|Gain on disposal of discontinued operations                                       |  | (1.6                                 | ) |  | (11.0                                        | ) |  | (49.6                                        | )
|Gain on sale of property, plant and equipment                                     |  | (19.3                                | ) |  | (3.7                                         | ) |  | (10.6                                        | )
|Share-based compensation                                                          |  | 15.4                                 |   |  | 6.6                                          |   |  | 10.6                                         |  
|Deferred income taxes                                                             |  | 57.2                                 |   |  | 33.6                                         |   |  | (7.2                                         | )
|Minority interest                                                                 |  | 16.4                                 |   |  | 15.2                                         |   |  | 13.2                                         |  
|Dividends received from associates                                                |  | 0.5                                  |   |  | 0.7                                          |   |  | 0.8                                          |  
|Changes in assets and liabilities, net of effects of businesses acquired or sold  |  |                                      |   |  |                                              |   |  |                                              |  
|Decrease in taxes payable                                                         |  | (116.5                               | ) |  | (3.1                                         | ) |  | (127.3                                       | )
|Increase in accounts receivable                                                   |  | (56.7                                | ) |  | (61.0                                        | ) |  | (35.2                                        | )
|Decrease in prepaid expenses and other assets                                     |  | 10.2                                 |   |  | 20.8                                         |   |  | 7.2                                          |  
|Increase in inventories                                                           |  | (32.1                                | ) |  | (57.7                                        | ) |  | (2.8                                         | )
|Increase in accounts payable                                                      |  | 21.0                                 |   |  | 100.4                                        |   |  | 17.2                                         |  
|(Decrease)/increase in other current liabilities (net)                            |  | (68.0                                | ) |  | (102.2                                       | ) |  | 20.0                                         |  
|                                                                                  |  |                                      |   |  |                                              |   |  |                                              |  
|Net cash provided by operating activities                                         |  | 373.3                                |   |  | 535.1                                        |   |  | 529.9                                        |  
|                                                                                  |  |                                      |   |  |                                              |   |  |                                              |  
|Cash flows from investing activities                                              |  |                                      |   |  |                                              |   |  |                                              |  
|Purchases of property, plant and equipment                                        |  | (260.3                               | ) |  | (287.9                                       | ) |  | (230.1                                       | )
|Proceeds from the sale of property, plant and equipment                           |  | 43.2                                 |   |  | 15.9                                         |   |  | 44.2                                         |  
|Proceeds from the sale of discontinued operations                                 |  | 52.8                                 |   |  | 30.0                                         |   |  | 64.6                                         |  
|Purchase of investments                                                           |  | (0.1                                 | ) |  |                                             |   |  |                                             |  
|Sale of investments                                                               |  | 0.2                                  |   |  |                                             |   |  |                                             |  
|New business acquisitions, net of cash acquired                                   |  | (188.0                               | ) |  | (46.0                                        | ) |  | (240.0                                       | )
|Changes in restricted cash                                                        |  | (0.9                                 | ) |  | (2.0                                         | ) |  | (3.8                                         | )
|                                                                                  |  |                                      |   |  |                                              |   |  |                                              |  
|Net cash used in investing activities                                             |  | (353.1                               | ) |  | (290.0                                       | ) |  | (365.1                                       | )
|                                                                                  |  |                                      |   |  |                                              |   |  |                                              |  
|Cash flows from financing activities                                              |  |                                      |   |  |                                              |   |  |                                              |  
|Bank loans repayment                                                              |  | (89.1                                | ) |  | (15.7                                        | ) |  | (83.8                                        | )
|Bank loans drawn down                                                             |  | 336.6                                |   |  | 3.3                                          |   |  | 498.0                                        |  
|Repayment of overdrafts                                                           |  | (2.2                                 | ) |  | (0.9                                         | ) |  |                                             |  
|Capital lease repayment                                                           |  | (5.1                                 | ) |  |                                             |   |  |                                             |  
|Issuance of common shares                                                         |  | 0.8                                  |   |  | 2.2                                          |   |  | 1.1                                          |  
|Redemption of redeemable convertible cumulative preference shares                 |  |                                     |   |  |                                             |   |  | (604.5                                       | )
|Proceeds on sale of treasury shares                                               |  | 5.3                                  |   |  |                                             |   |  |                                             |  
|Payments to acquire treasury shares                                               |  | (4.4                                 | ) |  | (7.5                                         | ) |  | (4.0                                         | )
|Dividend payments                                                                 |  | (206.3                               | ) |  | (203.1                                       | ) |  | (204.5                                       | )
|Dividend paid to a minority shareholder in a subsidiary                           |  | (10.6                                | ) |  | (4.9                                         | ) |  | (6.3                                         | )
|Investment by/(repayment of capital to) a minority shareholder in a subsidiary    |  |                                     |   |  | 7.1                                          |   |  | (1.3                                         | )
|                                                                                  |  |                                      |   |  |                                              |   |  |                                              |  
|Net cash provided by/(used in) financing activities                               |  | 25.0                                 |   |  | (219.5                                       | ) |  | (405.3                                       | )
|                                                                                  |  |                                      |   |  |                                              |   |  |                                              |  
|Effect of exchange rate changes on cash and cash equivalents                      |  | (4.8                                 | ) |  | 16.1                                         |   |  | 5.0                                          |  
|                                                                                  |  |                                      |   |  |                                              |   |  |                                              |  
|Net increase/(decrease) in cash and cash equivalents                              |  | 40.4                                 |   |  | 41.7                                         |   |  | (235.5                                       | )
|Cash and cash equivalents at beginning of period                                  |  | 356.0                                |   |  | 314.3                                        |   |  | 549.8                                        |  
|                                                                                  |  |                                      |   |  |                                              |   |  |                                              |  
|Cash and cash equivalents at the end of the period                                |  | 396.4                                |   |  | 356.0                                        |   |  | 314.3                                        |  
|                                                                                  |  |                                      |   |  |                                              |   |  |                                              |  
|Supplemental schedule of investing and financing activities                       |  |                                      |   |  |                                              |   |  |                                              |  
|Cash paid during the period for interest                                          |  | (48.7                                | ) |  | (35.6                                        | ) |  | (32.3                                        | )
|Cash paid during the period for income taxes                                      |  | (144.2                               | ) |  | (102.4                                       | ) |  | (97.8                                        | )
|Non cash investing and financing activities:                                      |  |                                      |   |  |                                              |   |  |                                              |  
|Capital lease additions                                                           |  | (3.6                                 | ) |  |                                             |   |  | (7.0                                         | )

---

|* | See Note 4.
|- | -----------



The accompanying notes form an integral part of these consolidated financial statements.



F-3



---

##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Consolidated balance sheets

All numbers below are in millions USD, except share and per share data



|                                                                                                                                                          |  |                                |   |  |                                       |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | - |  | ------------------------------------- | -
|                                                                                                                                                          |  | As atDecember 31,2005$ million |   |  | Restated*As atJanuary 1,2005$ million |  
|Assets                                                                                                                                                    |  |                                |   |  |                                       |  
|Current assets                                                                                                                                            |  |                                |   |  |                                       |  
|Cash and cash equivalents                                                                                                                                 |  | 396.4                          |   |  | 356.0                                 |  
|Restricted cash                                                                                                                                           |  | 9.2                            |   |  | 9.4                                   |  
|Accounts receivable, net of allowances of $13.5 million (January 1, 2005: $11.7 million)                                                                  |  | 878.3                          |   |  | 825.9                                 |  
|Inventories                                                                                                                                               |  | 749.3                          |   |  | 703.8                                 |  
|Deferred income taxes                                                                                                                                     |  | 48.5                           |   |  | 80.1                                  |  
|Prepaid expenses and other assets                                                                                                                         |  | 118.3                          |   |  | 128.1                                 |  
|Assets held for sale                                                                                                                                      |  | 23.0                           |   |  | 61.8                                  |  
|                                                                                                                                                          |  |                                |   |  |                                       |  
|Total current assets                                                                                                                                      |  | 2,223.0                        |   |  | 2,165.1                               |  
|Long-term assets                                                                                                                                          |  |                                |   |  |                                       |  
|Property, plant and equipment                                                                                                                             |  | 1,466.7                        |   |  | 1,453.0                               |  
|Goodwill                                                                                                                                                  |  | 1,864.9                        |   |  | 1,752.3                               |  
|Intangible assets                                                                                                                                         |  | 80.7                           |   |  | 57.7                                  |  
|Deferred income taxes                                                                                                                                     |  | 104.9                          |   |  | 237.6                                 |  
|Other long-term assets                                                                                                                                    |  | 43.1                           |   |  | 70.3                                  |  
|                                                                                                                                                          |  |                                |   |  |                                       |  
|Total assets                                                                                                                                              |  | 5,783.3                        |   |  | 5,736.0                               |  
|                                                                                                                                                          |  |                                |   |  |                                       |  
|Liabilities and shareholders equity                                                                                                                      |  |                                |   |  |                                       |  
|Current liabilities                                                                                                                                       |  |                                |   |  |                                       |  
|Bank overdrafts, bank and other loans, current portion                                                                                                    |  | 69.7                           |   |  | 31.5                                  |  
|Capital leases, current portion                                                                                                                           |  | 4.1                            |   |  | 6.5                                   |  
|Accounts payable                                                                                                                                          |  | 467.6                          |   |  | 450.8                                 |  
|Other current liabilities                                                                                                                                 |  | 370.7                          |   |  | 374.9                                 |  
|Taxes payable                                                                                                                                             |  | 186.1                          |   |  | 290.7                                 |  
|Deferred income taxes                                                                                                                                     |  | 13.2                           |   |  | 41.8                                  |  
|Liabilities related to assets held for sale                                                                                                               |  |                               |   |  | 0.6                                   |  
|                                                                                                                                                          |  |                                |   |  |                                       |  
|Total current liabilities                                                                                                                                 |  | 1,111.4                        |   |  | 1,196.8                               |  
|Long-term liabilities                                                                                                                                     |  |                                |   |  |                                       |  
|Bank and other loans, less current portion                                                                                                                |  | 903.5                          |   |  | 767.1                                 |  
|Capital leases, less current portion                                                                                                                      |  | 17.1                           |   |  | 16.7                                  |  
|Pension obligations                                                                                                                                       |  | 249.9                          |   |  | 261.9                                 |  
|Post retirement obligations other than pensions                                                                                                           |  | 265.8                          |   |  | 286.1                                 |  
|Deferred income taxes                                                                                                                                     |  | 74.8                           |   |  | 163.6                                 |  
|Other long-term liabilities                                                                                                                               |  | 43.1                           |   |  | 39.9                                  |  
|                                                                                                                                                          |  |                                |   |  |                                       |  
|Total liabilities                                                                                                                                         |  | 2,665.6                        |   |  | 2,732.1                               |  
|                                                                                                                                                          |  |                                |   |  |                                       |  
|Minority interest                                                                                                                                         |  | 83.3                           |   |  | 80.8                                  |  
|Shareholders equity                                                                                                                                      |  |                                |   |  |                                       |  
|Common shares, par value 5p, authorized shares  1,585,164,220; issued and outstanding shares  774,495,124 (January 1,
2005: 773,889,884)                |  | 55.7                           |   |  | 55.6                                  |  
|Convertible cumulative preference shares of $50; Authorized shares  13,920,000; Issued and outstanding shares  10,462,774 (January
1, 2005: 10,506,721) |  | 523.1                          |   |  | 525.4                                 |  
|Treasury shares                                                                                                                                           |  | (10.9                          | ) |  | (11.4                                 | )
|Additional paid-in capital                                                                                                                                |  | 179.1                          |   |  | 160.5                                 |  
|Restricted reserves                                                                                                                                       |  | 717.6                          |   |  | 717.6                                 |  
|Retained earnings                                                                                                                                         |  | 1,801.2                        |   |  | 1,697.8                               |  
|Accumulated other comprehensive loss                                                                                                                      |  | (231.4                         | ) |  | (222.4                                | )
|                                                                                                                                                          |  |                                |   |  |                                       |  
|Total shareholders equity                                                                                                                                |  | 3,034.4                        |   |  | 2,923.1                               |  
|                                                                                                                                                          |  |                                |   |  |                                       |  
|Total liabilities and shareholders equity                                                                                                                |  | 5,783.3                        |   |  | 5,736.0                               |  
|                                                                                                                                                          |  |                                |   |  |                                       |  

---

|* | See Note 4.
|- | -----------



The accompanying notes form an integral part of these consolidated financial statements.



F-4



---

##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Consolidated statements of changes in
shareholders equity

All numbers below are in millions USD, except share and per share data



|                                                                                                     |  |                          |  |                                        |      |                          |                 |   |                    |   |       |                          |  |        |                    |  |   |                                             |   |  |                                      |       |                           |  |   |       |  |   |         |  
|---------------------------------------------------------------------------------------------------- |  | ------------------------ |  | -------------------------------------- | ---- | ------------------------ | --------------- | - | ------------------ | - | ----- | ------------------------ |  | ------ | ------------------ |  | - | ------------------------------------------- | - |  | ------------------------------------ | ----- | ------------------------- |  | - | ----- |  | - | ------- | -
|                                                                                                     |  | Common shares            |  | Convertible cumulativepreferred shares |      |                          | Treasury shares |   |                    |   |       |                          |  |        |                    | 
|                                                                                                     |  | Numberof sharesthousands |  | Restated*$ million                     |      | Numberof sharesthousands |                 |   | Restated*$ million |   |       | Numberof sharesthousands |  |        | Restated*$ million |  |   | Restated*Additionalpaid-in capital$ million |   |  | Restated*Restrictedreserves$ million |       | Retainedearnings$ million | 
|As at December 31, 2002                                                                              |  | 772,973                  |  |                                        | 55.5 |                          | 10,507          |   |                    |   | 525.4 |                          |  | 1,827  |                    |  |   | (3.1                                        | ) |  |                                      | 143.2 |                           |  |   | 95.7  |  |   | 1,904.8 |  
|Comprehensive income                                                                                 |  |                          |  |                                        |      |                          |                 |   |                    |   |       |                          |  |        |                    |  |   |                                             |   |  |                                      |       |                           |  |   |       |  |   |         |  
|Net income                                                                                           |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   | 426.7   |  
|Gain on redemption of Redeemable convertible cumulative preference shares                            |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   | 17.4    |  
|Minimum pension liability adjustments                                                                |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   |        |  
|Foreign currency translation                                                                         |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   |        |  
|Total comprehensive income/(loss)                                                                    |  |                          |  |                                        |      |                          |                 |   |                    |   |       |                          |  |        |                    |  |   |                                             |   |  |                                      |       |                           |  |   |       |  |   | 444.1   |  
|Other changes in shareholders equity                                                                |  |                          |  |                                        |      |                          |                 |   |                    |   |       |                          |  |        |                    |  |   |                                             |   |  |                                      |       |                           |  |   |       |  |   |         |  
|Common shares issued                                                                                 |  | 289                      |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      | 1.1   |                           |  |   |      |  |   |        |  
|Treasury shares acquired                                                                             |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  | 899    |                    |  |   | (4.0                                        | ) |  |                                      |      |                           |  |   |      |  |   |        |  
|Cost of share-based compensation                                                                     |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      | 10.6  |                           |  |   |      |  |   |        |  
|Transfer of treasury shares                                                                          |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  | (97    | )                  |  |   | 0.3                                         |   |  |                                      | (0.3  | )                         |  |   |      |  |   |        |  
|Transfer to restricted reserves on redemption of Redeemable convertible cumulative preference shares |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   | 621.9 |  |   | (621.9  | )
|Dividends on preferred shares                                                                        |  |                          |  |                                        |      |                          |                 |   |                    |   |       |                          |  |        |                    |  |   |                                             |   |  |                                      |       |                           |  |   |       |  |   |         |  
| Redeemable convertible cumulative preference shares  4.344 per cent                               |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   | (17.7   | )
| Convertible cumulative preference shares  5.56 per cent                                           |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   | (29.4   | )
|Dividends on common shares  12.6p per share                                                         |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   | (158.8  | )
|                                                                                                     |  |                          |  |                                        |      |                          |                 |   |                    |   |       |                          |  |        |                    |  |   |                                             |   |  |                                      |       |                           |  |   |       |  |   |         |  
|As at January 3, 2004                                                                                |  | 773,262                  |  |                                        | 55.5 |                          | 10,507          |   |                    |   | 525.4 |                          |  | 2,629  |                    |  |   | (6.8                                        | ) |  |                                      | 154.6 |                           |  |   | 717.6 |  |   | 1,521.1 |  
|Comprehensive income                                                                                 |  |                          |  |                                        |      |                          |                 |   |                    |   |       |                          |  |        |                    |  |   |                                             |   |  |                                      |       |                           |  |   |       |  |   |         |  
|Net income                                                                                           |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   | 377.7   |  
|Minimum pension liability adjustments                                                                |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   |        |  
|Foreign currency translation                                                                         |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   |        |  
|Total comprehensive income/(loss)                                                                    |  |                          |  |                                        |      |                          |                 |   |                    |   |       |                          |  |        |                    |  |   |                                             |   |  |                                      |       |                           |  |   |       |  |   | 377.7   |  
|Other changes in shareholders equity                                                                |  |                          |  |                                        |      |                          |                 |   |                    |   |       |                          |  |        |                    |  |   |                                             |   |  |                                      |       |                           |  |   |       |  |   |         |  
|Common shares issued                                                                                 |  | 628                      |  |                                        | 0.1  |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      | 2.2   |                           |  |   |      |  |   |        |  
|Treasury shares acquired                                                                             |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  | (712   | )                  |  |   | 2.9                                         |   |  |                                      | (2.9  | )                         |  |   |      |  |   |        |  
|Cost of share-based compensation                                                                     |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      | 6.6   |                           |  |   |      |  |   |        |  
|Transfer of treasury shares                                                                          |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  | 1,583  |                    |  |   | (7.5                                        | ) |  |                                      |      |                           |  |   |      |  |   |        |  
|Dividends on preferred shares  Convertible cumulative preference shares  5.56 per cent             |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   | (28.5   | )
|Dividends on common stock  12.2p per share                                                          |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   | (172.5  | )
|                                                                                                     |  |                          |  |                                        |      |                          |                 |   |                    |   |       |                          |  |        |                    |  |   |                                             |   |  |                                      |       |                           |  |   |       |  |   |         |  
|As at January 1, 2005                                                                                |  | 773,890                  |  |                                        | 55.6 |                          | 10,507          |   |                    |   | 525.4 |                          |  | 3,500  |                    |  |   | (11.4                                       | ) |  |                                      | 160.5 |                           |  |   | 717.6 |  |   | 1,697.8 |  
|Comprehensive income                                                                                 |  |                          |  |                                        |      |                          |                 |   |                    |   |       |                          |  |        |                    |  |   |                                             |   |  |                                      |       |                           |  |   |       |  |   |         |  
|Net income                                                                                           |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   | 313.0   |  
|Unrealized gain on available-for-sale investments                                                    |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   |        |  
|Realized gain on available-for-sale investments                                                      |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   |        |  
|Minimum pension liability adjustments                                                                |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   |        |  
|Foreign currency translation                                                                         |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   |        |  
|Total comprehensive income/(loss)                                                                    |  |                          |  |                                        |      |                          |                 |   |                    |   |       |                          |  |        |                    |  |   |                                             |   |  |                                      |       |                           |  |   |       |  |   | 313.0   |  
|Other changes in shareholders equity                                                                |  |                          |  |                                        |      |                          |                 |   |                    |   |       |                          |  |        |                    |  |   |                                             |   |  |                                      |       |                           |  |   |       |  |   |         |  
|Common shares issued                                                                                 |  | 176                      |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      | 0.7   |                           |  |   |      |  |   |        |  
|Conversions of Convertible cumulative preference shares                                              |  | 429                      |  |                                        | 0.1  |                          | (44             | ) |                    |   | (2.3  | )                        |  |       |                    |  |   |                                            |   |  |                                      | 2.2   |                           |  |   |      |  |   |        |  
|Treasury shares acquired                                                                             |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  | 860    |                    |  |   | (4.4                                        | ) |  |                                      |      |                           |  |   |      |  |   |        |  
|Cost of share-based compensation                                                                     |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      | 15.4  |                           |  |   |      |  |   |        |  
|Transfer or sale of treasury shares                                                                  |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  | (1,130 | )                  |  |   | 4.9                                         |   |  |                                      | 0.3   |                           |  |   |      |  |   |        |  
|Dividends on preferred shares  Convertible cumulative preference shares  5.56 per cent             |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   | (29.1   | )
|Dividends on common shares  13.23p per share                                                        |  |                         |  |                                        |     |                          |                |   |                    |   |      |                          |  |       |                    |  |   |                                            |   |  |                                      |      |                           |  |   |      |  |   | (180.5  | )
|                                                                                                     |  |                          |  |                                        |      |                          |                 |   |                    |   |       |                          |  |        |                    |  |   |                                             |   |  |                                      |       |                           |  |   |       |  |   |         |  
|As at December 31, 2005                                                                              |  | 774,495                  |  | $                                      | 55.7 |                          | 10,463          |   |                    | $ | 523.1 |                          |  | 3,230  |                    |  | $ | (10.9                                       | ) |  | $                                    | 179.1 |                           |  | $ | 717.6 |  | $ | 1,801.2 |  
|                                                                                                     |  |                          |  |                                        |      |                          |                 |   |                    |   |       |                          |  |        |                    |  |   |                                             |   |  |                                      |       |                           |  |   |       |  |   |         |  

---

|* | See Note 4.
|- | -----------



F-5



---

##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Consolidated statements of changes in shareholders equity

continued



|                                                                                                     |  |                                                |        |   |                                       |   |      |                                   |  |   |                     |   |  |                           |       |   |                           |   |        |                 |  |       |   |  |   |         |  
|---------------------------------------------------------------------------------------------------- |  | ---------------------------------------------- | ------ | - | ------------------------------------- | - | ---- | --------------------------------- |  | - | ------------------- | - |  | ------------------------- | ----- | - | ------------------------- | - | ------ | --------------- |  | ----- | - |  | - | ------- | -
|                                                                                                     |  | Comprehensive income                           |        |   |                                       |  
|                                                                                                     |  | Accumulated other comprehensive income         |        |   |                                       |   |      | Shareholdersequity               | 
|                                                                                                     |  | Restated* Exchangetranslationreserve $ million |        |   | Available for-sale reserve $ million |   |      | Minimumpensionliability $ million |  |   | Taxeffect $ million |   |  | Restated* Total $ million |       |   | Restated* Total $ million |   |        | Total $ million | 
|As at December 31, 2002                                                                              |  |                                                | (140.7 | ) |                                       |   |     |                                   |  |   | (261.4              | ) |  |                           | 93.1  |   |                           |   | (309.0 | )               |  |       |   |  |   | 2,412.5 |  
|Comprehensive income                                                                                 |  |                                                |        |   |                                       |   |      |                                   |  |   |                     |   |  |                           |       |   |                           |   |        |                 |  |       |   |  |   |         |  
|Net income                                                                                           |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  | 426.7 |   |  |   | 426.7   |  
|Gain on redemption of Redeemable convertible cumulative preference shares                            |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  | 17.4  |   |  |   | 17.4    |  
|Minimum pension liability adjustments                                                                |  |                                                |       |   |                                       |   |     |                                   |  |   | 38.9                |   |  |                           | (7.7  | ) |                           |   | 31.2   |                 |  | 31.2  |   |  |   | 31.2    |  
|Foreign currency translation                                                                         |  |                                                | 7.4    |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   | 7.4    |                 |  | 7.4   |   |  |   | 7.4     |  
|Total comprehensive income/(loss)                                                                    |  |                                                | 7.4    |   |                                       |   |     |                                   |  |   | 38.9                |   |  |                           | (7.7  | ) |                           |   | 38.6   |                 |  | 482.7 |   |  |   |         |  
|Other changes in shareholders equity                                                                |  |                                                |        |   |                                       |   |      |                                   |  |   |                     |   |  |                           |       |   |                           |   |        |                 |  |       |   |  |   |         |  
|Common shares issued                                                                                 |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   | 1.1     |  
|Treasury shares acquired                                                                             |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   | (4.0    | )
|Cost of share-based compensation                                                                     |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   | 10.6    |  
|Transfer of treasury shares                                                                          |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   |        |  
|Transfer to restricted reserves on redemption of Redeemable convertible cumulative preference shares |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   |        |  
|Dividends on preferred shares                                                                        |  |                                                |        |   |                                       |   |      |                                   |  |   |                     |   |  |                           |       |   |                           |   |        |                 |  |       |   |  |   |         |  
| Redeemable convertible cumulative preference shares 4.344 per cent                                |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   | (17.7   | )
| Convertible cumulative preference shares  5.56 per cent                                           |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   | (29.4   | )
|Dividends on common shares  12.6p per share                                                         |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   | (158.8  | )
|                                                                                                     |  |                                                |        |   |                                       |   |      |                                   |  |   |                     |   |  |                           |       |   |                           |   |        |                 |  |       |   |  |   |         |  
|As at January 3, 2004                                                                                |  |                                                | (133.3 | ) |                                       |   |     |                                   |  |   | (222.5              | ) |  |                           | 85.4  |   |                           |   | (270.4 | )               |  |       |   |  |   | 2,697.0 |  
|Comprehensive income                                                                                 |  |                                                |        |   |                                       |   |      |                                   |  |   |                     |   |  |                           |       |   |                           |   |        |                 |  |       |   |  |   |         |  
|Net income                                                                                           |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  | 377.7 |   |  |   | 377.7   |  
|Minimum pension liability adjustments                                                                |  |                                                |       |   |                                       |   |     |                                   |  |   | 13.7                |   |  |                           | (8.0  | ) |                           |   | 5.7    |                 |  | 5.7   |   |  |   | 5.7     |  
|Foreign currency translation                                                                         |  |                                                | 42.3   |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   | 42.3   |                 |  | 42.3  |   |  |   | 42.3    |  
|Total comprehensive income/(loss)                                                                    |  |                                                | 42.3   |   |                                       |   |     |                                   |  |   | 13.7                |   |  |                           | (8.0  | ) |                           |   | 48.0   |                 |  | 425.7 |   |  |   |         |  
|Other changes in shareholders equity                                                                |  |                                                |        |   |                                       |   |      |                                   |  |   |                     |   |  |                           |       |   |                           |   |        |                 |  |       |   |  |   |         |  
|Common shares issued                                                                                 |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   | 2.3     |  
|Treasury shares acquired                                                                             |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   |        |  
|Cost of share-based compensation                                                                     |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   | 6.6     |  
|Transfer of treasury shares                                                                          |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   | (7.5    | )
|Dividends on preferred shares  Convertible cumulative preference shares  5.56 per cent             |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   | (28.5   | )
|Dividends on common stock  12.2p per share                                                          |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   | (172.5  | )
|                                                                                                     |  |                                                |        |   |                                       |   |      |                                   |  |   |                     |   |  |                           |       |   |                           |   |        |                 |  |       |   |  |   |         |  
|As at January 1, 2005                                                                                |  |                                                | (91.0  | ) |                                       |   |     |                                   |  |   | (208.8              | ) |  |                           | 77.4  |   |                           |   | (222.4 | )               |  |       |   |  |   | 2,923.1 |  
|Comprehensive income                                                                                 |  |                                                |        |   |                                       |   |      |                                   |  |   |                     |   |  |                           |       |   |                           |   |        |                 |  |       |   |  |   |         |  
|Net income                                                                                           |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  | 313.0 |   |  |   | 313.0   |  
|Unrealized gain on available-for-sale investments                                                    |  |                                                |       |   |                                       |   | 1.3  |                                   |  |   |                    |   |  |                           | (0.6  | ) |                           |   | 0.7    |                 |  | 0.7   |   |  |   | 0.7     |  
|Realized gain on available-for-sale investments                                                      |  |                                                |       |   |                                       |   | (1.0 | )                                 |  |   |                    |   |  |                           |      |   |                           |   | (1.0   | )               |  | (1.0  | ) |  |   | (1.0    | )
|Minimum pension liability adjustments                                                                |  |                                                |       |   |                                       |   |     |                                   |  |   | (57.0               | ) |  |                           | 17.7  |   |                           |   | (39.3  | )               |  | (39.3 | ) |  |   | (39.3   | )
|Foreign currency translation                                                                         |  |                                                | 50.4   |   |                                       |   |     |                                   |  |   |                    |   |  |                           | (19.8 | ) |                           |   | 30.6   |                 |  | 30.6  |   |  |   | 30.6    |  
|Total comprehensive income/(loss)                                                                    |  |                                                | 50.4   |   |                                       |   | 0.3  |                                   |  |   | (57.0               | ) |  |                           | (2.7  | ) |                           |   | (9.0   | )               |  | 304.0 |   |  |   |         |  
|Other changes in shareholders equity                                                                |  |                                                |        |   |                                       |   |      |                                   |  |   |                     |   |  |                           |       |   |                           |   |        |                 |  |       |   |  |   |         |  
|Common shares issued                                                                                 |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   | 0.7     |  
|Conversions of Convertible cumulative preference shares                                              |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   |        |  
|Treasury shares acquired                                                                             |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   | (4.4    | )
|Cost of share-based compensation                                                                     |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   | 15.4    |  
|Transfer or sale of treasury shares                                                                  |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   | 5.2     |  
|Dividends on preferred shares  Convertible cumulative preference shares  5.56 per cent             |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   | (29.1   | )
|Dividends on common shares  13.23p per share                                                        |  |                                                |       |   |                                       |   |     |                                   |  |   |                    |   |  |                           |      |   |                           |   |       |                 |  |       |   |  |   | (180.5  | )
|                                                                                                     |  |                                                |        |   |                                       |   |      |                                   |  |   |                     |   |  |                           |       |   |                           |   |        |                 |  |       |   |  |   |         |  
|As at December 31, 2005                                                                              |  | $                                              | (40.6  | ) |                                       | $ | 0.3  |                                   |  | $ | (265.8              | ) |  | $                         | 74.7  |   |                           | $ | (231.4 | )               |  |       |   |  | $ | 3,034.4 |  
|                                                                                                     |  |                                                |        |   |                                       |   |      |                                   |  |   |                     |   |  |                           |       |   |                           |   |        |                 |  |       |   |  |   |         |  



The accompanying notes
form an integral part of these consolidated financial statements.



F-6



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements



1. NATURE OF OPERATIONS



Tomkins plc and its subsidiaries (together, the Company) comprise a global engineering and manufacturing business. With effect from January 2, 2005, the
Company was reorganized for management reporting purposes into two business groups: Industrial & Automotive and Building Products.



Industrial & Automotive manufactures a wide range of systems and components for car, truck and industrial equipment manufacturing markets, and industrial and
automotive aftermarkets throughout the world through five operating segments: Power Transmission, Fluid Power, Wiper Systems, Fluid Systems and Other Industrial & Automotive.



Building Products is comprised of two operating segments: Air Systems Components and Other Building Products. Air Systems Components
supplies the industrial and residential heating, ventilation and air conditioning market mainly in North America. Other Building Products manufactures a variety of products for the building and construction industries mainly in North America.



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



A. Basis of consolidation



The consolidated financial statements include the accounts of Tomkins plc and its
subsidiaries.



A subsidiary is an entity controlled, either directly or
indirectly, by the Company, where control is the power to govern the financial and operating policies of the entity so as to obtain benefit from its activities. The income and expenses of a subsidiary acquired during the period are included in the
Companys income and expenses from the date of acquisition. The income and expenses of a subsidiary sold during the period are included in the Companys income and expenses up to the date of disposal.



Transactions between Tomkins plc and its subsidiaries or between fellow subsidiaries, and any
balances and unrealized gains and losses arising from such transactions, are eliminated on consolidation.



As at December 31, 2005, the carrying amount of minority interests in subsidiaries that were not wholly owned by the Company was $83.3 million (January 1, 2005: $80.8 million), which comprised the following
outside ownership interests:



|                                                         |  |    |  
|-------------------------------------------------------- |  | -- | -
|As at December 31, 2005 and January 1, 2005:             |  |    |  
|Gates Korea Company Limited                              |  | 49 | %
|Gates Unitta India Private Company Limited               |  | 49 | %
|Gates Unitta Korea Company Limited                       |  | 49 | %
|Gates Unitta Power Transmission (Suzhou) Limited         |  | 49 | %
|Gates Unitta Power Transmission (Shanghai) Limited       |  | 49 | %
|Gates Unitta Asia Company Limited                        |  | 49 | %
|Gates Unitta Asia Trading Company Pte Limited            |  | 49 | %
|Gates Unitta (Thailand) Company Limited                  |  | 49 | %
|Schrader  Lu Hai Rubber Metal (Kunshan) Company Limited |  | 40 | %



Where accumulated losses applicable to
a minority interest in a subsidiary exceed the minoritys interest in the equity of the subsidiary, the excess is allocated to the Companys interest in the subsidiary, except to the extent that the minority has a binding obligation and is
able to make an additional investment to cover its share of the accumulated losses.



During fiscal 2005, fiscal 2004 and fiscal 2003, there were no variable interest entities in which the Company was deemed to be the primary beneficiary.



B. Associates



An associate is an entity over which Tomkins plc, either directly or indirectly, is in a position to exercise significant influence by participating in, but not
controlling or jointly controlling, the financial and operating policies of the entity. Associates are accounted for using the equity method whereby the Companys share of the earnings or losses of associates are included in consolidated net
income and the Companys share of the net assets of its associates is included within other long-term assets.



Gains and losses recognized by Tomkins plc or its subsidiaries on transactions with an associate are eliminated to the extent of the Companys interest in the
associate concerned.



As at December 31, 2005, the carrying amount of the
Companys interests in associates was $7.6 million (January 1, 2005: $7.1 million), which comprised the following ownership interests:



|                                             |  |    |  
|-------------------------------------------- |  | -- | -
|As at December 31, 2005 and January 1, 2005: |  |    |  
|Dongfeng-Fuji-Thomson Thermostat Co. Limited |  | 32 | %
|Ideal International SA                       |  | 40 | %
|Pyung Hwa CMB Co. Limited                    |  | 21 | %
|Schrader Duncan Ltd                          |  | 50 | %



Losses of an associate in excess of
the Companys interest in the associate are not recognized, except to the extent that the Company has incurred obligations on behalf of the associate.



C. Foreign currency translation



At entity level, transactions denominated in currencies other than the entitys functional currency are translated into the entitys functional currency at the
exchange rate ruling on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rate ruling on the balance sheet date. Currency translation differences are recognized in the
statement of income for the period.



On consolidation, the results of
operations of entities whose functional currency is other than the US dollar are translated into US dollars at the average exchange rate for the period and their assets and liabilities are translated into US dollars at the exchange rate ruling on
the balance sheet date. Currency translation differences are recognized within other comprehensive income as a separate component of shareholders equity. In the event that such an operation is sold, the cumulative currency translation
differences that are attributable to the operation are reclassified to income.



In the statement of cash flows, the cash flows of operations whose functional currency is other than the US dollar are translated into US dollars at the average exchange rate for the period.



D. Revenue recognition



Revenue from the sale of goods is recognized only when there is persuasive evidence of a sales agreement, the delivery of goods has
occurred, the sales price is fixed or determinable and the collectibility of revenue is reasonably assured. Revenue is measured at the invoiced amount net of returns, early settlement discounts, rebates and sales taxes. The Company accrues for
rebates pursuant to specific arrangements with certain of its customers, primarily in the aftermarket. Rebates generally provide for price reductions based upon the achievement of specified purchase volumes and are recorded as a reduction in revenue
when recognized.



Revenue on long-term contracts is recognized by the
percentage-of-completion method determined by comparing contract costs incurred for work performed to date to estimated total contract costs. Losses on contracts, if any, are recognized in the period when such losses become probable and can be
reasonably estimated.



Revenue recognized on long-term contracts in fiscal 2005
was $235.3 million (fiscal 2004: $149.5 million; fiscal 2003: $164.8 million), of which $31.5 million in fiscal 2004 and $68.8 million in fiscal 2003 related to discontinued operations. As at December 31, 2005, amounts billed but not yet
received in respect of long-term contracts amounted to $37.1 million (January 1, 2005: $27.8 million), including customer retentions of $5.7 million (January 1, 2005: $1.2 million).



Interest income is accrued on a time basis using the effective interest method.



F-7



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



E. Product development costs



Research and development expenditure is charged to income in the period in which it is
incurred. Research and development expenses were $84.8 million in fiscal 2005, $93.7 million in fiscal 2004 and $95.6 million in fiscal 2003.



F. Cash and cash equivalents



Cash and cash equivalents comprise cash in hand, deposits available on demand and other short-term, highly liquid investments with maturities on acquisition of 90 days or
less.



G. Restricted cash



Restricted cash comprises cash balances pledged or advanced as collateral in the ordinary
course of business.



H. Inventory



Inventories are stated at the lower of cost or market, with due allowance for any excess,
obsolete or slow moving items based on managements review of on-hand inventories compared to historical and estimated future sales and usage profiles.



Cost represents the expenditure incurred in bringing inventories to their existing location and condition, which may include the cost of raw materials, direct labor
costs, other direct costs and related production overheads. Cost is generally determined on a first in, first out (FIFO) basis, but the cost of certain inventories is determined on a last in, first out (LIFO) basis. As at
December 31, 2005, inventories whose cost was determined on a LIFO basis represented 35 per cent (January 1, 2005: 37 per cent) of the total carrying amount of inventories. As at December 31, 2005, the replacement cost of
inventories whose cost was determined on a LIFO basis exceeded their carrying values by $8.5 million (January 1, 2005: $1.6 million).



I. Property, plant and equipment



Property, plant and equipment is stated at cost less accumulated depreciation and any recognized impairment losses. Major improvements are capitalized. Expenditures for
repairs and maintenance are charged to expense as incurred.



Freehold land and
assets under construction are not depreciated. Depreciation of property, plant and equipment, other than freehold land and assets under construction, is generally provided on a straight-line basis so as to charge the depreciable amount to expense
over the estimated useful life of the asset concerned. The estimated useful lives of items of property, plant and equipment are in the following ranges:



|                                                         |  |                
|-------------------------------------------------------- |  | ---------------
|Freehold buildings and long leasehold land and buildings |  | 10 to 50 years 
|Short leasehold land and buildings                       |  | Length of lease
|Plant, equipment and vehicles                            |  | 2 to 20 years  



Interest costs attributable to funding
the construction of major items of property, plant and equipment are capitalized and amortized over the estimated useful life of the asset concerned. Interest capitalized is determined by reference to the average interest rate on outstanding
borrowings. In fiscal 2005 interest costs of $13.8 million were capitalized (fiscal 2004: $11.7 million; fiscal 2003: $7.2 million).



J. Goodwill



Business combinations are accounted for in accordance with SFAS 141 Business Combinations.



Goodwill arises on the acquisition of subsidiaries and associates and represents any excess of the cost of the acquired entity over the Companys interest in the
fair value of the entitys identifiable assets, liabilities and contingent liabilities determined at the date of acquisition. Goodwill is not amortized but is tested at least annually for impairment and carried at cost less any recognized
impairment losses.



K. Other intangible assets



Intangible assets are stated at cost less accumulated amortization and any recognized
impairment losses. All intangible assets recognized by the Company are considered to have finite useful lives.



(I) ASSETS ACQUIRED IN BUSINESS COMBINATIONS



An intangible resource acquired in a business combination is recognized as an intangible asset if it is separable from the acquired business or arises from contractual or other legal rights. An acquired intangible asset is amortized on a
straight-line basis so as to charge its cost, which represents its fair value at the date of acquisition, to expense over its expected useful life. Acquired intangible assets mainly comprise patents and technology, customer relationships and
intellectual property. The expected useful lives of these assets are in the range 8 to 15 years and the weighted average expected useful life is 11 years.



(II) COMPUTER SOFTWARE



Computer software that is not integral to an item of property, plant and equipment is recognized separately as an intangible asset. Non-integral computer software is amortized on a straight-line basis so as to charge
its cost to expense over its expected useful life. The expected useful lives of non-integral computer software are in the range 3 to 5 years.



L. Impairment of long-lived assets



(I) LONG-LIVED ASSETS OTHER THAN GOODWILL



Long-lived assets to be held and used, including intangible assets, are reviewed for impairment when events or circumstances indicate that the carrying amount of the
asset or asset group may not be recoverable. The carrying value of a long-lived asset or asset group is considered to be impaired when the undiscounted expected future cash flows from the asset or asset group are less than its carrying amount. In
that event, an impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair value. Fair value is determined based on quoted market prices, where available, or is estimated as the present value of
the expected future cash flows from the asset or asset group discounted at a rate commensurate with the risk involved.



(II) GOODWILL



At the time of the business combination to which it relates, goodwill is allocated to one or more reporting units. Goodwill is tested at least annually for impairment. Firstly, to identify potential impairment of the
goodwill, the fair value of the reporting unit to which the goodwill is allocated is compared with its carrying amount. Fair value is determined based on quoted market prices, where available, or is estimated as the present value of the expected
future cash flows from the reporting unit discounted at a rate commensurate with the risk involved. Secondly, if the carrying amount of the reporting unit, including the goodwill, exceeds its fair value, the goodwill is tested for impairment based
on its implied fair value. The implied fair value of goodwill represents the excess of the fair value of the reporting unit over the fair value of its identifiable assets, liabilities and contingent liabilities at the date of the impairment test. An
impairment loss is recognized if and to the extent that the carrying amount of the goodwill exceeds its implied fair value.



M. Investments



Listed investments are classified as available-for-sale and are measured at fair value. Changes in their fair values are recognized in other comprehensive income except to the extent that they represent an other than
temporary impairment in which case the impairment loss is recognized in income. Accumulated gains and losses recognized in other comprehensive income are reclassified to income in the event that they are realized on the disposal of the investments.
Available-for-sale investments are included within other non-current assets. As at December 31, 2005, their carrying amount was $3.8 million (January 1, 2005: $3.1 million). During fiscal 2005, a gain of $1.3 million was reclassified to income
on the disposal of available-for-sale investments.



N. Derivative financial
instruments



The Company uses derivative financial instruments,
principally foreign currency swaps, forward foreign currency contracts and interest rate swaps, to reduce its exposure to exchange rate and interest rate movements. The Company does not hold or issue derivatives for speculative or trading purposes.



F-8



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Derivative financial instruments are recognized as assets and liabilities measured at
their fair values at the balance sheet date. Changes in their fair values are recognized in income and this is likely to cause volatility in situations where the carrying amount of the hedged item is either not adjusted to reflect fair value changes
arising from the hedged risk or is so adjusted but that adjustment is not recognized in income. Provided the conditions specified by SFAS 133 Accounting for Derivative Instruments and Hedging Activities are met, hedge accounting may be
used to mitigate this volatility.



Prior to fiscal 2005, the Company chose not
to adopt the hedge accounting provisions of SFAS 133. During fiscal 2005, management reviewed its policy towards hedge accounting and decided to use hedge accounting in certain circumstances. With effect from fiscal 2005, the Company does not
generally apply hedge accounting to transactional foreign currency hedging relationships, such as hedges of forecast or committed transactions. It does, however, apply hedge accounting to translational foreign currency hedging relationships and to
hedges of its interest rate exposures where it is permissible to do so under SFAS 133. When hedge accounting is used, the relevant hedging relationships are classified as a fair value hedge, a cash flow hedge or, in the case of a hedge of the
Companys net investment in a foreign operation, a net investment hedge.



Where the hedging relationship is classified as a fair value hedge, the carrying amount of the hedged asset or liability is adjusted by the increase or decrease in its fair value attributable to the hedged risk and the resulting gain or
loss is recognised in income where, to the extent that the hedge is effective, it offsets the change in the fair value of the hedging instrument.



Where the hedging relationship is classified as a cash flow hedge or as a net investment hedge, to the extent the hedge is effective, changes in the fair value of the
hedging instrument are recognized in other comprehensive income rather than in income. Accumulated gains and losses recognized in other comprehensive income in relation to a cash flow hedge are reclassified to income in the same period or periods
during which the hedged transaction affects income. Accumulated gains and losses recognized in other comprehensive income in relation to a net investment hedge are reclassified to income in the event of the disposal of the foreign operation.



Derivative financial instruments are classified as current assets or
liabilities unless they qualify for hedge accounting under SFAS 133 and the hedged item is classified as a non-current asset or liability.



Derivatives embedded in non-derivative host contracts are recognized separately as derivative financial instruments when their risks and characteristics are not closely
related to those of the host contract and the host contract is not stated at its fair value with changes in its fair value recognized in the income statement.



O. Leases



Leases that confer rights and obligations similar to those that attach to owned assets and meet the conditions specified by SFAS 13 Accounting for Leases are classified as capital leases. All other leases
are classified as operating leases.



Assets held under capital leases are
included within property, plant and equipment, initially measured at their fair value or, if lower, the present value of the minimum lease payments, and a corresponding liability is recognized within capital lease obligations. Subsequently, the
assets are depreciated on a basis consistent with similar owned assets or over the term of the lease, if shorter. On commencement of the lease, the lease rentals are apportioned between an interest element and a capital element so as to produce a
constant periodic rate of interest on the outstanding liability. Thereafter, the interest element is recognised in expense while the capital element is applied to reduce the outstanding liability. As at December 31, 2005, the cost of assets
held under capital leases was $57.5 million (January 1, 2005: $64.9 million) and accumulated depreciation recognized in respect of those assets was $37.8 million (January 1, 2005: $40.5 million).



Operating lease rentals, and any incentives receivable, are recognized in expense on a
straight-line basis over the term of the lease.



P. Post-retirement benefits



Post-retirement benefits comprise pension benefits provided to employees
throughout the world and other benefits, mainly healthcare, provided to certain employees in North America. The plans are structured to accord with local conditions and practices in each country and include defined contribution and defined benefit
plans.



The Company accounts for its post-retirement benefit plans in
accordance with SFAS 87, Employers Accounting for Pensions and SFAS 106, Employers Accounting for Post-retirement Benefits other than Pensions. The principle underlying these accounting standards is that the cost
of providing these benefits is recognized in income on a smoothed basis over the service lives of the participating employees.



For defined contribution plans, the cost of providing the benefits represents the Companys contributions to the plans and is recognized in income in the period in
which the contributions fall due.



For defined benefit plans, the cost of
providing the benefits is determined based on actuarial valuations of each of the plans that are carried out annually by independent qualified actuaries at a date not more than three months before the Companys fiscal year end. Plan assets (if
any) are measured at a market-related value that smoothes the effect of short-term market fluctuations in asset values. Benefit obligations are measured using the projected unit credit method.



The net periodic cost comprises the service cost, the interest cost, the expected return on
plan assets (if any), and the amortization of the prior service cost, the actuarial gain or loss and any unrecognized obligation or asset that existed on initial application by the Company of SFAS 87 and SFAS 106. The service cost represents the
present value of benefits attributed to services rendered by employees during the period. The interest cost represents the increase in the projected benefit obligation (which is the present value of accrued benefits including assumed future salary
increases) due to the passage of time. The discount rate used reflects the rates available on high-quality fixed-income debt instruments at the date of the plan valuation. Prior service costs resulting from plan amendments are recognized on a
straight-line basis over the remaining service lives of participating employees.



Actuarial gains and losses represent differences between the expected and actual returns on the plan assets, gains and losses on the plan liabilities and the effect of changes in actuarial assumptions. The Company uses the so-called
corridor approach whereby to the extent that they exceed 10 per cent of the greater of the market related value of the plan assets and the projected benefit obligation at the beginning of the fiscal year, they are amortized to
income over the average remaining service lives of participating employees.



Gains and losses on settlements and curtailments are generally recognized in income in the period in which the curtailment or settlement occurs in accordance with SFAS 88 Accounting for Settlements and Curtailments of Defined Benefit
Pension Plans and for Termination Benefits.



An additional liability is
recognized to the extent that the accumulated benefit obligation (the present value of accrued benefits without allowance for future salary increases) exceeds the fair value of the plan assets. Where an additional minimum liability is recognized, an
intangible asset is recognized up to the amount of any unrecognized prior service cost and any unrecognized transition obligation. Any amount not recognized as an intangible asset is reported in other comprehensive income.



F-9



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Q. Share-based payments



Share-based compensation is provided to employees under the Companys share option,
bonus and other share award schemes.



The Company adopted SFAS 123R
Share-Based Payment using the modified prospective method with an effective date of January 2, 2005, whereby the standard was applied prospectively to the unvested portion of awards that were outstanding as at January 1, 2005
and all awards granted, modified or settled on or after January 2, 2005.



Accordingly, the compensation expense recognized in fiscal 2005 was based on the fair value of the unvested awards, where appropriate measured using an option-pricing model. For equity-settled awards, the fair value is determined at the
date of grant and is not subsequently re-measured unless the conditions on which the award was granted are modified. For cash-settled awards, the fair value is determined at the date of grant and is re-measured at each balance sheet date until the
liability is settled. Generally, the compensation expense is recognized on a straight-line basis over the vesting period. Adjustments are made to reflect expected and actual forfeitures during the vesting period due to failure to satisfy service
conditions or non-market performance conditions.



Prior to adopting SFAS 123R,
the Company accounted for stock based compensation in accordance with APB 25 Accounting for Stock Issued to Employees, whereby the compensation expense was based on the intrinsic value of the unvested awards determined at the measurement
date. The measurement date was the first date on which both the number of shares that were subject to the award and the option or purchase price, if any, was known. Adjustments for forfeitures were made to the compensation expense in the period in
which they occurred.



The Companys financial statements for fiscal 2004
and fiscal 2003 have not been restated to reflect the adoption of SFAS 123R. If the Company had accounted for the plans using the fair value method prescribed in SFAS 123, Accounting for Stock-Based Compensation, the Companys net
income and net income per common share in fiscal 2004 and fiscal 2003 would have been as follows:



|                                                                   |  |                                    |       |   |                                     |   |       |  
|------------------------------------------------------------------ |  | ---------------------------------- | ----- | - | ----------------------------------- | - | ----- | -
|                                                                   |  | Year endedJanuary 1,2005 $ million |       |   | Year endedJanuary 3, 2004 $ million |  
|Reported net income                                                |  |                                    | 377.7 |   |                                     |   | 426.7 |  
|Deduct: Compensation expense determined under SFAS 123, net of tax |  |                                    | (6.8  | ) |                                     |   | (4.9  | )
|Add back: Compensation expense determined under APB 25, net of tax |  |                                    | 4.2   |   |                                     |   | 7.2   |  
|                                                                   |  |                                    |       |   |                                     |   |       |  
|Pro forma net income                                               |  |                                    | 375.1 |   |                                     |   | 429.0 |  
|                                                                   |  |                                    |       |   |                                     |   |       |  
|Pro forma net income per common share                              |  |                                    |       |   |                                     |   |       |  
|Basic                                                              |  | $                                  | 0.45  |   |                                     | $ | 0.52  |  
|Diluted                                                            |  | $                                  | 0.43  |   |                                     | $ | 0.45  |  



R. Product warranties



Provision is made for warranty claims on various products depending on
specific market expectations and the type of product. These estimates are established using historical information on the nature, frequency and average cost of warranty claims. Management believes that the warranty reserve is appropriate; however,
actual claims incurred could differ from the original estimates requiring adjustments to the reserve.



FIN 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others requires that upon issuance of a guarantee, the guarantor must
disclose and recognize a liability for the fair value of the obligation it assumes under that guarantee.



The requirements of FIN 45 are applicable to the Companys product warranty liability and certain guarantees. The Companys guarantees issued subject to the recognition and disclosure requirements of FIN 45
as at December 31, 2005 and January 1, 2005 were not material. As at December 31, 2005 the Companys product warranty liability recorded in other accrued liabilities was $10.7 million (January 1, 2005: $10.8 million). The
following table summarizes the activity related to the product warranty liability during fiscal 2005 and 2004.



|                                       |  |                                        |   |  |                                     |  
|-------------------------------------- |  | -------------------------------------- | - |  | ----------------------------------- | -
|                                       |  | Year ended December 31, 2005 $ million |   |  | Year ended January 1,2005 $ million |  
|Balance at the beginning of the period |  | 10.8                                   |   |  | 12.8                                |  
|Provision for warranties issued        |  | 2.2                                    |   |  | 2.0                                 |  
|Payments                               |  | (2.1                                   | ) |  | (4.4                                | )
|Foreign currency translation           |  | (0.2                                   | ) |  | 0.4                                 |  
|                                       |  |                                        |   |  |                                     |  
|Balance at the end of the period       |  | 10.7                                   |   |  | 10.8                                |  
|                                       |  |                                        |   |  |                                     |  



Provision is made for the cost of
product recalls if management consider it probable that it will be necessary to recall a specific product and the amount can be reasonably estimated.



S. Income taxes



Current tax is the amount of tax payable or recoverable in respect of the taxable profit or loss for the period. Taxable profit differs from accounting profit because it excludes items of income or expense recognized
for accounting purposes that are either not taxable or deductible for tax purposes or are taxable or deductible in other periods. Current tax is calculated using tax rates that have been enacted at the balance sheet date.



The Company recognizes provisions in respect of uncertain tax positions whereby additional
current tax may become payable in future periods following the audit by the tax authorities of previously filed tax returns. Provisions for uncertain tax positions are based upon managements assessment of the likely outcome of issues
associated with assumed permanent differences, interest that may be applied to temporary differences, the possible disallowance of tax credits and penalties and are classified as current liabilities. Provisions for uncertain tax positions are
reviewed regularly and are adjusted to reflect events such as the expiry of limitation periods for assessing tax, administrative guidance given by the tax authorities and court decisions.



Deferred tax is tax expected to be payable or recoverable on differences between the carrying amount of an asset or a liability and its tax
base used in the computation of taxable profit. Deferred tax is accounted for using the liability method, whereby deferred tax assets and liabilities are generally recognised for all temporary differences based on enacted tax rates. Deferred tax
assets are reduced through the establishment of a valuation allowance at such time as, based on available evidence, it is more likely than not that the deferred tax asset will not be realized.



Deferred tax is provided on temporary differences arising on investments in foreign
subsidiaries, except where the Company intends, and is able, to reinvest such amounts indefinitely.



Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and liabilities on a net basis.



F-10



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



T. Assets held for sale and discontinued operations



Assets are classified as held for sale if their carrying amount will be recovered by sale
rather than by continuing use in the business. For this to be the case, the asset must be available for immediate sale in its present condition, management must be committed to and have initiated a plan to sell the asset which, when initiated, was
expected to result in a completed sale within twelve months. An extension of the period required to complete the sale does not preclude the asset from being classified as held for sale, provided the delay was for reasons beyond the Companys
control and management remains committed to its plan to sell the asset.



Assets
that are classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Fair value is determined using quoted market prices, where available, or estimated based on the expected future cash flows
from the asset or asset group concerned discounted at a rate commensurate with the risk involved. Long-lived assets classified as held for sale are no longer subject to depreciation.



Assets that are to be disposed of other than by sale are classified as held and used until the disposal occurs.



Discontinued operations comprise those operations and cash flows that can be clearly
distinguished, operationally and for financial reporting purposes from the rest of the Companys activities and have either been disposed of or satisfy the criteria to be classified as held for sale.



U. Reclassification of amounts reported in prior years



Certain amounts reported in prior years have been reclassified to conform to the
presentation used in fiscal 2005.



Computer software that is not integral to an
item of property, plant and equipment has been reclassified from property, plant and equipment to other intangible assets. As at January 1, 2005, the carrying amount of such software was $8.6 million.



Derivative financial instruments held to hedge the Companys translational foreign
currency exposures that were previously included in the carrying amount of bank overdrafts were reclassified to accounts payable. As at January 1, 2005, the carrying amount of such derivative financial instruments was $13.0 million.



V. Use of estimates



When applying the Companys accounting policies, management must make assumptions and estimates concerning the future that affect the
carrying amounts of assets and liabilities at the balance sheet date, the disclosure of contingencies that existed at the balance sheet date and the amounts of revenue and expenses recognized during the accounting period. Estimates and assumptions
are particularly important in accounting for post-retirement benefits, impairment of long-lived assets, product warranties and income taxes. Estimates and assumptions used are based on factors such as historical experience, the observance of trends
in the industries in which the Company operates and information available from the Companys customers and other outside sources. Due to the inherent uncertainty involved in making assumptions and estimates, actual outcomes could differ from
those assumptions and estimates.



W. Non-statutory accounts



The accompanying financial statements do not comprise statutory accounts within the
meaning of section 240 of the Companies Act 1985. The Companys statutory accounts for fiscal 2005, that have been prepared in accordance with International Financial Reporting Standards (IFRS) adopted for use in the European Union
and on which the Companys auditors, Deloitte & Touche LLP, have given an unqualified report that did not contain a statement under section 237(2) or (3) of the Companies Act 1985, will be filed with the Registrar of Companies for
England and Wales following the Companys Annual General Meeting on May 22, 2006.



3. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS



A. Accounting pronouncements adopted during the year



SFAS
123R SHARE-BASED PAYMENT



Share based compensation is provided to
employees under the Companys share option, bonus and other share award plans, whereby the participating employees receive rights over shares in Tomkins plc. In previous periods, the Company accounted for these plans in accordance with APB 25
Accounting for Stock Issued to Employees, which required that the compensation cost was measured on the basis of the intrinsic value of the awards at the grant date.



In December 2004, the FASB issued SFAS 123R Share-Based Payment which requires companies to measure the cost of share based
compensation plans on the basis of the fair value of the awards. SFAS 123R supersedes APB 25.



Under SFAS 123R, the fair value of equity-settled awards is determined at the date of grant and is not subsequently re-measured unless the conditions on which the award was granted are modified. For cash-settled
awards, the fair value is determined at the date of grant and is re-measured at each balance sheet date until the liability is settled. Generally, the compensation cost is recognised on a straight-line basis over the vesting period. Adjustments are
made to reflect actual and expected forfeitures during the vesting period due to failure to satisfy service conditions or non-market performance conditions.



The Company adopted SFAS 123R using the modified prospective method with an effective date of January 2, 2005, whereby SFAS 123R has been applied prospectively to
the unvested portion of awards that were outstanding as of January 1, 2005 and all awards granted, modified or settled on or after January 2, 2005. The financial impact of adopting SFAS 123R is discussed in Note 18.



B. New accounting pronouncements not yet adopted



SFAS 154 ACCOUNTING CHANGES AND ERROR CORRECTIONS



In May 2005, the FASB issued SFAS 154 Accounting Changes and Error Corrections
which requires retrospective application to the financial statements of prior periods to reflect changes in accounting principle and redefines the term restatement as the revising of previously issued financial statements to reflect the
correction of an error. Under retrospective application, the new accounting principle is applied as at the beginning of the first period presented as if that principle had always been used. The cumulative effect of the change is reflected in the
carrying value of assets and liabilities as at the beginning of the first period presented and the offsetting adjustments are recorded to opening retained earnings. SFAS 154 is effective for accounting changes and corrections of errors made in
fiscal years beginning after December 15, 2005. The Company does not expect the adoption of SFAS 154 to have a material effect on its consolidated financial position, results of operations or cash flows.



F-11



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



4. RESTATEMENT OF INFORMATION PRESENTED IN PRIOR YEARS



A. Statements of cash flows



Subsequent to the issuance of the Companys consolidated financial statements for
fiscal 2004, the United States Securities & Exchange Commission issued guidance to the effect that the cash flows associated with discontinued operations should not be presented as a single line item within the consolidated statements of
cash flows. Accordingly, during fiscal 2005 the Company changed the presentation of its statements of cash flows to include the cash flows from discontinued operations within the categories of operating, investing, and financing activities. A
summary of the effects of the change in presentation on the consolidated statements of cash flows for fiscal 2004 and fiscal 2003 is as follows:



|                                            |  |                                   |   |  |                                    |  
|------------------------------------------- |  | --------------------------------- | - |  | ---------------------------------- | -
|                                            |  | Year endedJanuary 1,2005$ million |   |  | Year endedJanuary 3, 2004$ million |  
|Net cash provided by operating activities   |  |                                   |   |  |                                    |  
|Previously reported                         |  | 526.4                             |   |  | 550.9                              |  
|Net cash flows from discontinued operations |  | 8.7                               |   |  | (21.0                              | )
|                                            |  |                                   |   |  |                                    |  
|Restated                                    |  | 535.1                             |   |  | 529.9                              |  
|                                            |  |                                   |   |  |                                    |  
|Net cash used in investing activities       |  |                                   |   |  |                                    |  
|Previously reported                         |  | (285.0                            | ) |  | (355.4                             | )
|Net cash flows from discontinued operations |  | (5.0                              | ) |  | (9.7                               | )
|                                            |  |                                   |   |  |                                    |  
|Restated                                    |  | (290.0                            | ) |  | (365.1                             | )
|                                            |  |                                   |   |  |                                    |  



Reported net cash used in financing
activities in fiscal 2004 and fiscal 2003 was unaffected by the restatement.



B. Statements of changes in shareholders equity



Subsequent to the issuance of the Companys consolidated financial statements for fiscal 2004, management determined that certain shareholders equity accounts were translated from the Companys functional currency to the
reporting currency using current exchange rates rather than historical exchange rates. As a result, the consolidated statements of changes in shareholders equity for fiscal 2004 and fiscal 2003 and the consolidated balance sheets as at
January 1, 2005 and January 3, 2004 have been restated from the amounts previously reported. The restatement did not have any impact on the Companys previously reported net income, total shareholders equity or cash flows and
may be analyzed as follows:



|                                        |  |                              |   |  |                       |   |  |                              |   |  |                   |   |  |                              |   |  |                   |  
|--------------------------------------- |  | ---------------------------- | - |  | --------------------- | - |  | ---------------------------- | - |  | ----------------- | - |  | ---------------------------- | - |  | ----------------- | -
|                                        |  | As at January 1, 2005        |   |  | As at January 3, 2004 |   |  | As at December 31, 2002      |  
|                                        |  | Previously reported$ million |   |  | Restated$ million     |   |  | Previously reported$ million |   |  | Restated$ million |   |  | Previously reported$ million |   |  | Restated$ million |  
|Common stock                            |  | 74.3                         |   |  | 55.6                  |   |  | 69.3                         |   |  | 55.5              |   |  | 62.3                         |   |  | 55.5              |  
|Convertible cumulative preferred shares |  | 647.4                        |   |  | 525.4                 |   |  | 603.6                        |   |  | 525.4             |   |  | 542.9                        |   |  | 525.4             |  
|Treasury shares                         |  | (17.1                        | ) |  | (11.4                 | ) |  | (11.5                        | ) |  | (6.8              | ) |  | (6.6                         | ) |  | (3.1              | )
|Additional paid-in capital              |  | 208.0                        |   |  | 160.5                 |   |  | 190.3                        |   |  | 154.6             |   |  | 161.5                        |   |  | 143.2             |  
|Restricted reserves                     |  | 886.8                        |   |  | 717.6                 |   |  | 826.8                        |   |  | 717.6             |   |  | 107.2                        |   |  | 95.7              |  
|Retained earnings                       |  | 1,697.8                      |   |  | 1,697.8               |   |  | 1,521.1                      |   |  | 1,521.1           |   |  | 1,904.8                      |   |  | 1,904.8           |  
|                                        |  |                              |   |  |                       |  
|Accumulated other comprehensive loss:   |  |                              |   |  |                       |   |  |                              |   |  |                   |   |  |                              |   |  |                   |  
| Exchange translation reserve          |  | (442.7                       | ) |  | (91.0                 | ) |  | (365.5                       | ) |  | (133.3            | ) |  | (191.3                       | ) |  | (140.7            | )
| Other                                 |  | (131.4                       | ) |  | (131.4                | ) |  | (137.1                       | ) |  | (137.1            | ) |  | (168.3                       | ) |  | (168.3            | )
|                                        |  |                              |   |  |                       |   |  |                              |   |  |                   |   |  |                              |   |  |                   |  
|                                        |  | (574.1                       | ) |  | (222.4                | ) |  | (502.6                       | ) |  | (270.4            | ) |  | (359.6                       | ) |  | (309.0            | )
|                                        |  |                              |   |  |                       |   |  |                              |   |  |                   |   |  |                              |   |  |                   |  
|Total shareholders equity              |  | 2,923.1                      |   |  | 2,923.1               |   |  | 2,697.0                      |   |  | 2,697.0           |   |  | 2,412.5                      |   |  | 2,412.5           |  
|                                        |  |                              |   |  |                       |   |  |                              |   |  |                   |   |  |                              |   |  |                   |  



F-12



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



5. ACQUISITIONS



Fiscal 2005



Industrial & automotive



Power Transmission



Additional goodwill of $1.8 million was recognized on the acquisition of the businesses of Mectrol Corporation in December 2004 following completion of the initial accounting for the acquisition.



Fluid Power



On July 1, 2005, the Company acquired Eifeler Maschinenbau GmbH (EMB), a manufacturer of high-performance hydraulic tube
fittings, adapters and accessories, for cash consideration, including costs, of 36.5 million ($43.6 million). Provisional goodwill of $19.7 million arising on the acquisition was capitalized which is attributable to the value of EMBs
assembled workforce and its well established distribution network within Europe and Asia. In addition, there is opportunity for significant synergies from the sale of the Groups existing products through EMBs distribution network and
from the ability to offer a broader range of product to the Companys existing customer base.



Other Industrial & Automotive



On March 18, 2005, the Company acquired L.E. Technologies, a recreational vehicle frame manufacturer, for cash consideration, including costs, of $80.0 million. Goodwill of $50.6 million arising on the acquisition was capitalized which
reflects that the acquisition provides the Company with an extended product range, enables Dexter Axle Company Inc. to pre-integrate its axles to vehicle frames and gives the opportunity for a number of synergies.



Building products



Air Systems Components



On January 27, 2005, the Company acquired Milcor Inc., a multi-brand manufacturer of building products, for cash consideration,
including costs, of $42.9 million. Goodwill of $26.6 million arising on the acquisition was capitalized which reflects the value of the enhancement of the Companys position in the residential grilles, registers and diffusers market as a result
of the acquisition, the strengthening of the Companys ability to secure sales representation in several key markets and the provision of growth opportunities in the commercial products portion of the market. In addition, the acquisition
provides immediate access to a Chinese manufacturing source and an opportunity for significant synergies.



On September 23, 2005, the Company acquired NRG Industries Inc., a multi brand manufacturer of commercial building accessories, for cash consideration, including costs, of $25.1 million. Provisional goodwill of
$12.7 million arising on the acquisition was capitalized which reflects that the acquisition gave the Company access to fully developed products that could be marketed more broadly through Ruskin Company and Air Systems Components channels. In
addition, the acquisition increased our presence in significant markets as well as providing opportunity for a number of manufacturing synergies.



Fiscal 2004



Industrial & automotive



Power Transmission



On December 1, 2004, the Company acquired the polyurethane power transmission and motion control belt business, assets and liabilities of Mectrol Corporation for a provisional cash consideration, including costs,
of $46.0 million. Pending finalization of the initial accounting for the acquisition, goodwill of $35.5 million was capitalized in fiscal 2004 reflecting the new technology that the acquisition brought to the Companys power transmission
business and its extension of the Companys product and customer base. Additional goodwill of $1.8 million was recognized in fiscal 2005.



Fiscal 2003



Industrial & automotive



Power Transmission



The Company acquired the business, assets and liabilities of Stackpole Limited on June 18, 2003 for a cash consideration of $257.9 million (Cdn$349.1 million). Goodwill of $110.1 million arising on the
acquisition was capitalized. The acquisition brought the Company expertise in powder metal and engineered components for its powertrain business.



Building products



Air Systems Components



Goodwill recognized on the acquisition of Johnson Controls Inc. in fiscal 2002 was reduced by $0.8 million following completion of the initial accounting for the acquisition.



F-13



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



5. ACQUISITIONS (CONTINUED)



A summary of the purchase price allocation in respect of acquisitions in fiscal 2005, fiscal
2004 and fiscal 2003 is set out below:



|                                                     |  |                                     |   |  |                                    |   |  |                                    |  
|---------------------------------------------------- |  | ----------------------------------- | - |  | ---------------------------------- | - |  | ---------------------------------- | -
|                                                     |  | Year endedDecember 31,2005$ million |   |  | Year endedJanuary 1, 2005$ million |   |  | Year endedJanuary 3, 2004$ million |  
|Cash and cash equivalents                            |  | 3.0                                 |   |  |                                   |   |  | 18.5                               |  
|Other current assets                                 |  | 57.6                                |   |  | 7.0                                |   |  | 52.1                               |  
|Property, plant and equipment                        |  | 33.4                                |   |  | 4.0                                |   |  | 119.1                              |  
|Intangible assets                                    |  | 6.7                                 |   |  |                                   |   |  | 41.6                               |  
|Current liabilities                                  |  | (21.1                               | ) |  | (1.5                               | ) |  | (31.3                              | )
|Long-term liabilities                                |  |                                    |   |  |                                   |   |  | (44.3                              | )
|                                                     |  |                                     |   |  |                                    |   |  |                                    |  
|Net assets                                           |  | 79.6                                |   |  | 9.5                                |   |  | 155.7                              |  
|Goodwill capitalized                                 |  | 111.4                               |   |  | 35.5                               |   |  | 102.8                              |  
|                                                     |  |                                     |   |  |                                    |   |  |                                    |  
|Consideration                                        |  | 191.0                               |   |  | 45.0                               |   |  | 258.5                              |  
|                                                     |  |                                     |   |  |                                    |   |  |                                    |  
|Cash consideration                                   |  | 185.9                               |   |  | 45.3                               |   |  | 258.5                              |  
|Costs                                                |  | 5.1                                 |   |  | 0.7                                |   |  |                                   |  
|Adjustment to consideration agreed, but not received |  |                                    |   |  | (1.0                               | ) |  |                                   |  
|                                                     |  |                                     |   |  |                                    |   |  |                                    |  
|                                                     |  | 191.0                               |   |  | 45.0                               |   |  | 258.5                              |  
|                                                     |  |                                     |   |  |                                    |   |  |                                    |  



None of the acquisitions effected
during fiscal 2005, fiscal 2004 and fiscal 2003 were material within the meaning of SFAS 141 Business Combinations.



6. DISPOSALS



Fiscal 2005



Continuing operations



Industrial & automotive



Fluid Power



On July 4, 2005, the business and assets of the North American Curved Hose business
were sold for a net cash consideration of $10.6 million resulting in a gain on disposal of $1.4 million.



Building products



Air Systems Components



On September 16, 2005, the business and assets of Gutter Helmet, part of the Hart & Cooley residential construction business, was sold for $20.4 million resulting in a gain of $16.2 million.



Discontinued operations



Industrial & automotive



Other Industrial & Automotive



On January 2, 2005, Unified Industries, Inc., was sold for $1.0 million resulting in a
loss of $2.1 million, which was fully provided for in fiscal 2004.



On
February 9, 2005, the business and assets of the AirSprings division were sold for a net consideration of $7.9 million, of which $5.0 million is deferred. This resulted in a loss of $7.3 million, of which $5.5 million was provided for in fiscal
2004.



A loss of $1.1 million was recognized
in relation to businesses sold in previous years.



Building products



Other Building Products



A gain of $5.4 million was recognized on the receipt of additional consideration in relation
to businesses sold in previous years.



Fiscal 2004



Industrial & automotive



Other Industrial & Automotive



On November 17, 2004, the sale of the European curved hose business in Nevers, France
was completed and the related closure of the European curved hose business in St Just, Spain was also completed during fiscal 2004. Net sales proceeds after costs totaled $4.2 million, resulting in a profit on disposal of $1.9 million.



F-14



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



6. DISPOSALS (CONTINUED)



During fiscal 2004, a provision of $5.5 million was recognized for the expected loss on the
disposal of the AirSprings division and a provision of $2.1 million was recognized for the expected loss on disposal of Unified Industries, Inc., both of which took place after the balance sheet date.



Costs of $0.7 million relating to disposals recognized in prior years were incurred during
fiscal 2004.



Building products



Other Building Products



On January 30, 2004 and January 31, 2004 respectively, the business and assets of
Hattersley Newman Hender, and Pegler Limited were sold for a combined consideration, before costs, of $23.7 million of which $10.5 million was deferred. Further net proceeds of $0.9 million were received after related closure costs and disposal of
the vacant site. There was a loss on sale of $17.0 million before the release of a provision for impairment of $39.1 million, which was provided in fiscal 2003.



On June 1, 2004 Mayfran International Inc. was sold for a total consideration of $12.7 million of which $4.2 million is deferred. There was a loss on sale of
$11.0 million.



Costs of $0.5 million relating
to disposals recognized in prior years were incurred during fiscal 2004.



Fiscal 2003



Industrial & automotive



Other Industrial &
Automotive



On August 22, 2003, the Company sold Gates Formed-Fibre
Products, Inc., for a cash consideration of $47.0 million. There was a net gain on disposal of $8.1 million, after charging $11.7 million of goodwill and costs of $2.2 million.



Building products



Other Building Products



On January 27, 2003, the Company sold the business and assets of Milliken Valve Company Inc. for cash consideration of $7.3 million, resulting in a gain on disposal
of $4.0 million after costs of $0.3 million.



On June 30, 2003 Tomkins
sold its 62.4% investment in the business and assets of Cobra Investments (Pty) Limited for cash consideration of $12.5 million of which $2.8 million was deferred. All of the deferred consideration has now been received. A loss of $5.3 million was
recognized on the disposal.



Costs of $0.7
million relating to the ongoing sale of companies were incurred during fiscal 2003.



Food manufacturing (former operating segment)



During fiscal 2003, the Company reversed a provision of $55.4 million in respect of representations and warranties given to the purchaser of the Companys UK food
manufacturing business in fiscal 2002/01. The reversal of this provision was reflected in the $49.6 million gain on disposal of discontinued operations recognized in fiscal 2003.



Discontinued operations



The loss from discontinued operations may be analyzed as follows:



|                                                                              |  |                                     |   |  |                                    |   |  |                                    |  
|----------------------------------------------------------------------------- |  | ----------------------------------- | - |  | ---------------------------------- | - |  | ---------------------------------- | -
|                                                                              |  | Year endedDecember 31,2005$ million |   |  | Year endedJanuary 1, 2005$ million |   |  | Year endedJanuary 3, 2004$ million |  
|Net sales                                                                     |  | 1.9                                 |   |  | 85.1                               |   |  | 289.6                              |  
|                                                                              |  |                                     |   |  |                                    |   |  |                                    |  
|Operating income                                                              |  | 0.1                                 |   |  | (10.6                              | ) |  | (123.9                             | )
|                                                                              |  |                                     |   |  |                                    |   |  |                                    |  
|Income before taxes, minority interest and equity in net income of associates |  | 0.1                                 |   |  | (9.8                               | ) |  | (123.5                             | )
|Income taxes                                                                  |  | (0.1                                | ) |  | (4.2                               | ) |  | 14.5                               |  
|Minority interest                                                             |  |                                    |   |  |                                   |   |  | (0.7                               | )
|Equity in net income of associates                                            |  |                                    |   |  | 0.5                                |   |  | 0.2                                |  
|                                                                              |  |                                     |   |  |                                    |   |  |                                    |  
|Loss from discontinued operations                                             |  |                                    |   |  | (13.5                              | ) |  | (109.5                             | )
|                                                                              |  |                                     |   |  |                                    |   |  |                                    |  



F-15



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



6. DISPOSALS (CONTINUED)



Assets held for sale



Assets held for sale and directly associated liabilities were as follows:



|                                                  |  |                                |  |                                |  
|------------------------------------------------- |  | ------------------------------ |  | ------------------------------ | -
|                                                  |  | As atDecember 31,2005$ million |  | As at January 1, 2005$ million |  
|Assets:                                           |  |                                |  |                                |  
| Accounts receivable                             |  |                               |  | 1.2                            |  
| Inventories                                     |  |                               |  | 3.8                            |  
| Prepaid expenses and other assets               |  |                               |  | 0.2                            |  
| Property, plant and equipment                   |  | 23.0                           |  | 56.6                           |  
|                                                  |  |                                |  |                                |  
|Total assets held for sale                        |  | 23.0                           |  | 61.8                           |  
|Liabilities:                                      |  |                                |  |                                |  
| Accounts payable                                |  |                               |  | (0.4                           | )
| Other current liabilities                       |  |                               |  | (0.2                           | )
|                                                  |  |                                |  |                                |  
|Total liabilities related to assets held for sale |  |                               |  | (0.6                           | )
|                                                  |  |                                |  |                                |  
|Net assets of discontinued operations             |  | 23.0                           |  | 61.2                           |  
|                                                  |  |                                |  |                                |  



Assets held for sale as at
December 31, 2005 comprise vacant properties no longer required by the Company for its manufacturing operations. During fiscal 2005, the Company recognized an impairment loss of $9.6 million on properties classified as held for sale following
the decision to close the Wiper Systems plant in Pontypool, Wales. Assets held for sale as at January 1, 2005 comprise vacant properties and the assets of the AirSprings division and Unified Industries, Inc. that were sold in fiscal 2005.
Assets held for sale were held by the following operating segments:



|                                |  |                                 |  |                                
|------------------------------- |  | ------------------------------- |  | -------------------------------
|                                |  | As atDecember 31,2005 $ million |  | As at January 1, 2005 $ million
|Industrial & Automotive:        |  |                                 |  |                                
| Power Transmission            |  | 2.7                             |  | 11.5                           
| Fluid Power                   |  |                                |  |                               
| Wipers                        |  | 7.8                             |  |                               
| Fluid Systems                 |  | 0.1                             |  |                               
| Other Industrial & Automotive |  |                                |  | 20.4                           
|                                |  |                                 |  |                                
|                                |  | 10.6                            |  | 31.9                           
|                                |  |                                 |  |                                
|Building Products:              |  |                                 |  |                                
| Air Systems Components        |  | 5.1                             |  | 6.0                            
| Other Building Products       |  | 1.3                             |  | 1.3                            
|                                |  |                                 |  |                                
|                                |  | 6.4                             |  | 7.3                            
|                                |  |                                 |  |                                
|Central costs                   |  | 6.0                             |  | 2.8                            
|Discontinued operations         |  |                                |  | 19.2                           
|                                |  |                                 |  |                                
|                                |  | 23.0                            |  | 61.2                           
|                                |  |                                 |  |                                



During fiscal 2003, management decided
to sell Dearborn Mid-West Conveyor Company (Dearborn) and it was classified as a discontinued operation as at January 3, 2004. However, management was unable to secure a sale at an acceptable price and Dearborn was withdrawn from
active sale and reclassified as a continuing operation during fiscal 2004. Dearborns net income for fiscal 2004 and fiscal 2003 was as follows:



|                    |  |                                   |   |  |                                    |  
|------------------- |  | --------------------------------- | - |  | ---------------------------------- | -
|                    |  | YearendedJanuary 1,2005 $ million |   |  | YearendedJanuary 3, 2004 $ million |  
|Net sales           |  | 118.0                             |   |  | 96.0                               |  
|                    |  |                                   |   |  |                                    |  
|Operating income    |  | 5.9                               |   |  | 3.3                                |  
|                    |  |                                   |   |  |                                    |  
|Income before taxes |  | 5.9                               |   |  | 3.3                                |  
|Income taxes        |  | (0.9                              | ) |  | (1.0                               | )
|                    |  |                                   |   |  |                                    |  
|Net income          |  | 5.0                               |   |  | 2.3                                |  
|                    |  |                                   |   |  |                                    |  



7. SEGMENT INFORMATION



A. Background



Prior to fiscal 2005, the Company prepared its home country consolidated financial
statements in accordance with United Kingdom generally accepted accounting principles (UK GAAP). During fiscal 2005, the Company adopted International Financial Reporting Standards (IFRS) adopted for use in the European Union
with a transition date of January 4, 2004. Accordingly, the Companys home country consolidated financial statements for fiscal 2004 that were previously reported in accordance with UK GAAP were restated in accordance with IFRS.



SFAS 131 Disclosures about Segments of an Enterprise and Related
Information requires segment information provided in financial statements to reflect the information that was provided to the chief operating decision maker for purposes of making decisions about allocating resources within



F-16



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



7. SEGMENT INFORMATION (CONTINUED)



the Company and assessing the performance of each segment. The chief operating decision
maker bases such decisions on operating income before restructuring initiatives and operating net assets. During fiscal 2005, the information provided to the chief operating decision maker was prepared in accordance with IFRS, and during fiscal 2004
and fiscal 2003 it was prepared in accordance with UK GAAP. Accordingly, the segment information presented below for fiscal 2005 is prepared in accordance with IFRS and that for fiscal 2004 and fiscal 2003 is prepared in accordance with UK GAAP. To
assist comparison of segment information for fiscal 2005 with that for fiscal 2004, management has additionally presented segment information for fiscal 2004 prepared in accordance with IFRS.



The Companys reportable segments are based upon the nature of their products and
services. Effective January 2, 2005, the Company changed the structure of its internal organization to reflect the changing focus of its operations. Segment information for fiscal 2004 and fiscal 2003 has been represented to reflect the
resulting change in the Companys reportable segments.



The information
provided to the chief operating decision maker is presented in Sterling. In the tables that follow Sterling amounts have been translated into US dollars. Amounts for fiscal 2005 have been translated at the average exchange rate for the period of
£=$1.8156 (fiscal 2004: £=$1.8257). Amounts as at December 31, 2005 have been translated at the closing exchange rate on that date of £=$1.7168 (January 1, 2005: £=$1.9199).



B. Segment analysis by business segment  continuing operations



|                                                                          |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
|------------------------------------------------------------------------- |  | ------------------------------------ | - |  | ----------------------------------- | - |  | ---------------------------------- | - |  | ----------------------------------- | -
|                                                                          |  | IFRS                                 |   |  | UK GAAP                             |  
|                                                                          |  | Year endedDecember 31,2005 $ million |   |  | Year endedJanuary 1, 2005 $ million |   |  | Year endedJanuary 1,2005 $ million |   |  | Year endedJanuary 3, 2004 $ million |  
|Net sales                                                                 |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
|Industrial & Automotive:                                                  |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
| Power Transmission                                                      |  | 1,761.0                              |   |  | 1,668.1                             |   |  | 1,668.1                            |   |  | 1,451.9                             |  
| Fluid Power                                                             |  | 650.0                                |   |  | 591.0                               |   |  | 591.0                              |   |  | 501.1                               |  
| Wipers                                                                  |  | 424.9                                |   |  | 463.1                               |   |  | 463.1                              |   |  | 463.3                               |  
| Fluid Systems                                                           |  | 418.1                                |   |  | 416.3                               |   |  | 416.3                              |   |  | 361.7                               |  
| Other Industrial & Automotive                                           |  | 919.4                                |   |  | 845.8                               |   |  | 845.8                              |   |  | 834.9                               |  
|                                                                          |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
|                                                                          |  | 4,173.4                              |   |  | 3,984.3                             |   |  | 3,984.3                            |   |  | 3,612.9                             |  
|                                                                          |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
|Building Products:                                                        |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
| Air Systems Components                                                  |  | 881.3                                |   |  | 772.3                               |   |  | 772.3                              |   |  | 730.3                               |  
| Other Building Products                                                 |  | 723.3                                |   |  | 673.3                               |   |  | 673.3                              |   |  | 668.1                               |  
|                                                                          |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
|                                                                          |  | 1,604.6                              |   |  | 1,445.6                             |   |  | 1,445.6                            |   |  | 1,398.4                             |  
|                                                                          |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
|Discontinued operations                                                   |  |                                     |   |  |                                    |   |  | 11.3                               |   |  | 125.7                               |  
|                                                                          |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
|                                                                          |  | 5,778.0                              |   |  | 5,429.9                             |   |  | 5,441.2                            |   |  | 5,137.0                             |  
|                                                                          |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
|                                                                          |  |                                      |   | 
|There were no material sales or transfers between segments in any period. |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
|                                                                          |  |                                     
|                                                                          |  | IFRS                                 |   |  | UK GAAP                             |  
|                                                                          |  | Year endedDecember 31,2005 $ million |   |  | Year endedJanuary 1, 2005 $ million |   |  | Year endedJanuary 1,2005 $ million |   |  | Year endedJanuary 3, 2004 $ million |  
|Operating income before restructuring initiatives                         |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
|Industrial & Automotive:                                                  |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
| Power Transmission                                                      |  | 234.8                                |   |  | 250.3                               |   |  | 254.1                              |   |  | 225.0                               |  
| Fluid Power                                                             |  | 66.6                                 |   |  | 62.3                                |   |  | 54.4                               |   |  | 29.3                                |  
| Wipers                                                                  |  | 19.6                                 |   |  | 27.6                                |   |  | 20.8                               |   |  | 33.8                                |  
| Fluid Systems                                                           |  | 31.0                                 |   |  | 43.8                                |   |  | 44.4                               |   |  | 38.2                                |  
| Other Industrial & Automotive                                           |  | 110.6                                |   |  | 86.4                                |   |  | 52.4                               |   |  | 47.1                                |  
|                                                                          |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
|                                                                          |  | 462.6                                |   |  | 470.4                               |   |  | 426.1                              |   |  | 373.4                               |  
|                                                                          |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
|Building Products:                                                        |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
| Air Systems Components                                                  |  | 90.8                                 |   |  | 86.9                                |   |  | 86.2                               |   |  | 69.0                                |  
| Other Building Products                                                 |  | 51.9                                 |   |  | 41.4                                |   |  | 38.5                               |   |  | 39.4                                |  
|                                                                          |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
|                                                                          |  | 142.7                                |   |  | 128.3                               |   |  | 124.7                              |   |  | 108.4                               |  
|                                                                          |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
|Central costs                                                             |  | (45.2                                | ) |  | (43.1                               | ) |  | (43.3                              | ) |  | (39.1                               | )
|                                                                          |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
|Discontinued operations                                                   |  |                                     |   |  |                                    |   |  | 0.2                                |   |  | 0.5                                 |  
|                                                                          |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  
|                                                                          |  | 560.1                                |   |  | 555.6                               |   |  | 507.7                              |   |  | 443.2                               |  
|                                                                          |  |                                      |   |  |                                     |   |  |                                    |   |  |                                     |  



F-17



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



7. SEGMENT INFORMATION (CONTINUED)



Restructuring initiatives comprise restructuring expenses and gains and losses recognized on
the disposal or exit of businesses.



Operating income before restructuring
initiatives under UK GAAP in fiscal 2004 is stated before goodwill amortization of $22.8 million (Fiscal 2003  $19.4 million). Goodwill amortization is not recognized under IFRS.



Operating income before restructuring initiatives includes income from associates as follows:



|                                        |  |                                      |   |  |                                     |   |  |                                    |   |  |                                    
|--------------------------------------- |  | ------------------------------------ | - |  | ----------------------------------- | - |  | ---------------------------------- | - |  | -----------------------------------
|                                        |  | IFRS                                 |   |  | UK GAAP                            
|                                        |  | Year endedDecember 31,2005 $ million |   |  | Year endedJanuary 1, 2005 $ million |   |  | Year endedJanuary 1,2005 $ million |   |  | Year endedJanuary 3, 2004 $ million
|Associates                              |  |                                      |   |  |                                     |   |  |                                    |   |  |                                    
|Industrial & Automotive:                |  |                                      |   |  |                                     |   |  |                                    |   |  |                                    
| Power Transmission                    |  | 0.5                                  |   |  | 0.4                                 |   |  | 0.4                                |   |  | 0.4                                
| Fluid Systems                         |  | 0.5                                  |   |  | 0.2                                 |   |  | 0.3                                |   |  | 0.2                                
| Other Industrial & Automotive         |  |                                     |   |  | 0.3                                 |   |  | 0.5                                |   |  | 0.5                                
|                                        |  |                                      |   |  |                                     |   |  |                                    |   |  |                                    
|                                        |  | 1.0                                  |   |  | 0.9                                 |   |  | 1.2                                |   |  | 1.1                                
|                                        |  |                                      |   |  |                                     |   |  |                                    |   |  |                                    
|Building Products:                      |  |                                      |   |  |                                     |   |  |                                    |   |  |                                    
| Other Building Products               |  |                                     |   |  | 0.5                                 |   |  | 0.7                                |   |  | 0.4                                
|                                        |  |                                      |   |  |                                     |   |  |                                    |   |  |                                    
|                                        |  | 1.0                                  |   |  | 1.4                                 |   |  | 1.9                                |   |  | 1.5                                
|                                        |  |                                      |   |  |                                     |   |  |                                    |   |  |                                    
|                                        |  |                                     
|                                        |  | IFRS                                 |   |  | UK GAAP                            
|                                        |  | As atDecember 31,2005 $ million      |   |  | As atJanuary 1, 2005 $ million      |   |  | As atJanuary 1,2005 $ million      |   |  | As atJanuary 3, 2004 $ million     
|Operating net assets including goodwill |  |                                      |   |  |                                     |   |  |                                    |   |  |                                    
|Industrial & Automotive:                |  |                                      |   |  |                                     |   |  |                                    |   |  |                                    
| Power Transmission                    |  | 980.8                                |   |  | 969.8                               |   |  | 1,024.1                            |   |  | 863.2                              
| Fluid Power                           |  | 283.8                                |   |  | 170.9                               |   |  | 214.0                              |   |  | 193.5                              
| Wipers                                |  | 270.0                                |   |  | 302.0                               |   |  | 260.1                              |   |  | 256.9                              
| Fluid Systems                         |  | 201.6                                |   |  | 185.7                               |   |  | 190.0                              |   |  | 175.6                              
| Other Industrial & Automotive         |  | 137.9                                |   |  | 112.6                               |   |  | 201.7                              |   |  | 127.1                              
|                                        |  |                                      |   |  |                                     |   |  |                                    |   |  |                                    
|                                        |  | 1,874.1                              |   |  | 1,741.0                             |   |  | 1,889.9                            |   |  | 1,616.3                            
|                                        |  |                                      |   |  |                                     |   |  |                                    |   |  |                                    
|Building Products:                      |  |                                      |   |  |                                     |   |  |                                    |   |  |                                    
| Air Systems Components                |  | 445.7                                |   |  | 368.4                               |   |  | 378.0                              |   |  | 392.4                              
| Other Building Products               |  | 123.6                                |   |  | 125.2                               |   |  | 121.1                              |   |  | 144.2                              
|                                        |  |                                      |   |  |                                     |   |  |                                    |   |  |                                    
|                                        |  | 569.3                                |   |  | 493.6                               |   |  | 499.1                              |   |  | 536.6                              
|                                        |  |                                      |   |  |                                     |   |  |                                    |   |  |                                    
|Central costs                           |  | (33.0                                | ) |  | (9.0                                | ) |  | 21.8                               |   |  | 2.9                                
|Discontinued operations                 |  |                                     |   |  | (7.5                                | ) |  | (7.5                               | ) |  | 23.6                               
|                                        |  |                                      |   |  |                                     |   |  |                                    |   |  |                                    
|                                        |  | 2,410.4                              |   |  | 2,218.1                             |   |  | 2,403.3                            |   |  | 2,179.4                            
|                                        |  |                                      |   |  |                                     |   |  |                                    |   |  |                                    



F-18



---

##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



7. SEGMENT INFORMATION (CONTINUED)



|                                |  |                                     |  |                                    |  |                                   |  |                                   
|------------------------------- |  | ----------------------------------- |  | ---------------------------------- |  | --------------------------------- |  | ----------------------------------
|                                |  | IFRS                                |  | UK GAAP                           
|                                |  | Year endedDecember 31,2005$ million |  | Year endedJanuary 1, 2005$ million |  | Year endedJanuary 1,2005$ million |  | Year endedJanuary 3, 2004$ million
|Depreciation and amortization   |  |                                     |  |                                    |  |                                   |  |                                   
|Industrial & Automotive:        |  |                                     |  |                                    |  |                                   |  |                                   
| Power Transmission            |  | 87.0                                |  | 75.9                               |  | 75.9                              |  | 70.2                              
| Fluid Power                   |  | 23.8                                |  | 23.2                               |  | 23.2                              |  | 24.6                              
| Wipers                        |  | 17.8                                |  | 21.4                               |  | 21.4                              |  | 22.3                              
| Fluid Systems                 |  | 26.7                                |  | 25.9                               |  | 25.9                              |  | 21.2                              
| Other Industrial & Automotive |  | 17.4                                |  | 18.8                               |  | 18.8                              |  | 23.6                              
|                                |  |                                     |  |                                    |  |                                   |  |                                   
|                                |  | 172.7                               |  | 165.2                              |  | 165.2                             |  | 161.9                             
|                                |  |                                     |  |                                    |  |                                   |  |                                   
|Building Products:              |  |                                     |  |                                    |  |                                   |  |                                   
| Air Systems Components        |  | 25.4                                |  | 26.7                               |  | 26.7                              |  | 26.8                              
| Other Building Products       |  | 17.2                                |  | 19.0                               |  | 19.0                              |  | 20.5                              
|                                |  |                                     |  |                                    |  |                                   |  |                                   
|                                |  | 42.6                                |  | 45.7                               |  | 45.7                              |  | 47.3                              
|                                |  |                                     |  |                                    |  |                                   |  |                                   
|Central costs                   |  | 0.9                                 |  | 0.7                                |  | 0.7                               |  | 0.5                               
|                                |  |                                     |  |                                    |  |                                   |  |                                   
|                                |  | 216.2                               |  | 211.6                              |  | 211.6                             |  | 209.7                             
|                                |  |                                     |  |                                    |  |                                   |  |                                   



|                                                |  |                                     |  |                                    |  |                                   |  |                                    
|----------------------------------------------- |  | ----------------------------------- |  | ---------------------------------- |  | --------------------------------- |  | -----------------------------------
|                                                |  | IFRS                                |  | UK GAAP                           
|                                                |  | Year endedDecember 31,2005$ million |  | Year endedJanuary 1, 2005$ million |  | Year endedJanuary 1,2005$ million |  | Year endedJanuary 3, 2004 $ million
|Expenditures for additions to long-lived assets |  |                                     |  |                                    |  |                                   |  |                                    
|Industrial & Automotive:                        |  |                                     |  |                                    |  |                                   |  |                                    
| Power Transmission                            |  | 123.4                               |  | 156.0                              |  | 156.0                             |  | 76.5                               
| Fluid Power                                   |  | 37.2                                |  | 42.0                               |  | 42.0                              |  | 34.6                               
| Wipers                                        |  | 12.0                                |  | 9.3                                |  | 9.3                               |  | 11.6                               
| Fluid Systems                                 |  | 28.5                                |  | 28.1                               |  | 28.1                              |  | 32.8                               
| Other Industrial & Automotive                 |  | 16.0                                |  | 21.5                               |  | 21.5                              |  | 30.0                               
|                                                |  |                                     |  |                                    |  |                                   |  |                                    
|                                                |  | 217.1                               |  | 256.9                              |  | 256.9                             |  | 185.5                              
|                                                |  |                                     |  |                                    |  |                                   |  |                                    
|Building Products:                              |  |                                     |  |                                    |  |                                   |  |                                    
| Air Systems Components                        |  | 23.4                                |  | 14.4                               |  | 14.4                              |  | 14.2                               
| Other Building Products                       |  | 19.8                                |  | 15.9                               |  | 15.9                              |  | 29.3                               
|                                                |  |                                     |  |                                    |  |                                   |  |                                    
|                                                |  | 43.2                                |  | 30.3                               |  | 30.3                              |  | 43.5                               
|                                                |  |                                     |  |                                    |  |                                   |  |                                    
|Central costs                                   |  |                                    |  | 0.7                                |  | 0.7                               |  | 1.1                                
|                                                |  |                                     |  |                                    |  |                                   |  |                                    
|                                                |  | 260.3                               |  | 287.9                              |  | 287.9                             |  | 230.1                              
|                                                |  |                                     |  |                                    |  |                                   |  |                                    



F-19



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



7. SEGMENT INFORMATION (CONTINUED)



C. Reconciliation of segment information to us gaap



Reconciliations of the Companys sales, operating income and operating net assets
determined in accordance with IFRS and UK GAAP analyzed by segment to the equivalent amounts determined in accordance with US GAAP are presented below.



|                                                                                                         |  |                                     |  |         |                                    |  |         |                                   |  |         |                                    |  |         |  
|-------------------------------------------------------------------------------------------------------- |  | ----------------------------------- |  | ------- | ---------------------------------- |  | ------- | --------------------------------- |  | ------- | ---------------------------------- |  | ------- | -
|                                                                                                         |  | Note                                |  | IFRS    |                                    |  | UK GAAP |                                  
|                                                                                                         |  | Year endedDecember 31,2005$ million |  |         | Year endedJanuary 1, 2005$ million |  |         | Year endedJanuary 1,2005$ million |  |         | Year endedJanuary 3, 2004$ million | 
|Net sales                                                                                                |  |                                     |  | 5,778.0 |                                    |  | 5,429.9 |                                   |  | 5,441.2 |                                    |  | 5,137.0 |  
|Reclassification:                                                                                        |  |                                     |  |         |                                    |  |         |                                   |  |         |                                    |  |         |  
| Discontinued operations                                                                                |  | (I)(a)                              |  | (2.0    | )                                  |  | (73.8   | )                                 |  | (85.1   | )                                  |  | (289.6  | )
|                                                                                                         |  |                                     |  |         |                                    |  |         |                                   |  |         |                                    |  |         |  
|Net sales (US GAAP)                                                                                      |  |                                     |  | 5,776.0 |                                    |  | 5,356.1 |                                   |  | 5,356.1 |                                    |  | 4,847.4 |  
|                                                                                                         |  |                                     |  |         |                                    |  |         |                                   |  |         |                                    |  |         |  
|Operating income before restructuring initiatives                                                        |  |                                     |  | 560.1   |                                    |  | 555.6   |                                   |  | 507.7   |                                    |  | 443.2   |  
|Restructuring expenses                                                                                   |  |                                     |  | (36.9   | )                                  |  | (37.4   | )                                 |  | (31.9   | )                                  |  | (58.5   | )
|                                                                                                         |  |                                     |  |         |                                    |  |         |                                   |  |         |                                    |  |         |  
|                                                                                                         |  |                                     |  | 523.2   |                                    |  | 518.2   |                                   |  | 475.8   |                                    |  | 384.7   |  
|Reclassifications:                                                                                       |  |                                     |  |         |                                    |  |         |                                   |  |         |                                    |  |         |  
| Discontinued operations                                                                                |  | (I)(a)                              |  |        |                                    |  | 6.8     |                                   |  | 6.6     |                                    |  | 21.9    |  
| Gain on disposal of continuing operations                                                              |  | (I)(b)                              |  | 19.1    |                                    |  | 5.7     |                                   |  | 5.7     |                                    |  | 0.7     |  
| Associates                                                                                             |  | (I)(c)                              |  | (1.2    | )                                  |  | (1.5    | )                                 |  | (1.9    | )                                  |  | (1.5    | )
|Accounting differences:                                                                                  |  |                                     |  |         |                                    |  |         |                                   |  |         |                                    |  |         |  
| Goodwill impairment                                                                                    |  | (II)                                |  |        |                                    |  |        |                                   |  |        |                                    |  | (12.5   | )
| Acquired intangibles amortization                                                                      |  | (III)                               |  | (5.1    | )                                  |  | (5.3    | )                                 |  | (5.3    | )                                  |  | (2.6    | )
| Product development costs                                                                              |  | (IV)                                |  | (0.7    | )                                  |  |        |                                   |  |        |                                    |  |        |  
| Restructuring expenses                                                                                 |  | (V)                                 |  | (0.9    | )                                  |  | (0.9    | )                                 |  | (2.2    | )                                  |  | 3.4     |  
| Capitalized interest                                                                                   |  | (VI)                                |  | (4.2    | )                                  |  | (3.5    | )                                 |  | (3.5    | )                                  |  | (3.1    | )
| Inventory                                                                                              |  | (VII)                               |  | (8.5    | )                                  |  | (1.6    | )                                 |  | (1.6    | )                                  |  | (4.4    | )
| Post-retirement benefits                                                                               |  | (VIII)                              |  | (34.2   | )                                  |  | (44.8   | )                                 |  | 0.9     |                                    |  | 5.5     |  
| Share-based compensation                                                                               |  | (IX)                                |  | (2.5    | )                                  |  | 4.0     |                                   |  | 2.6     |                                    |  | (6.5    | )
|                                                                                                         |  |                                     |  |         |                                    |  |         |                                   |  |         |                                    |  |         |  
|Operating income from continuing operations (US GAAP)                                                    |  |                                     |  | 485.0   |                                    |  | 477.1   |                                   |  | 477.1   |                                    |  | 385.6   |  
|Interest income                                                                                          |  |                                     |  | 10.4    |                                    |  | 11.5    |                                   |  | 11.5    |                                    |  | 15.8    |  
|Interest expense                                                                                         |  |                                     |  | (34.8   | )                                  |  | (34.9   | )                                 |  | (34.9   | )                                  |  | (30.2   | )
|Other income net                                                                                         |  |                                     |  | (65.2   | )                                  |  | 44.0    |                                   |  | 44.0    |                                    |  | 54.8    |  
|                                                                                                         |  |                                     |  |         |                                    |  |         |                                   |  |         |                                    |  |         |  
|Income from continuing operations before taxes, minority interest and equity in net income of associates |  |                                     |  | 395.4   |                                    |  | 497.7   |                                   |  | 497.7   |                                    |  | 426.0   |  
|                                                                                                         |  |                                     |  |         |                                    |  |         |                                   |  |         |                                    |  |         |  
|Depreciation and amortization                                                                            |  |                                     |  | 216.2   |                                    |  | 211.6   |                                   |  | 211.6   |                                    |  | 209.7   |  
|Accounting differences:                                                                                  |  |                                     |  |         |                                    |  |         |                                   |  |         |                                    |  |         |  
| Acquired intangible assets                                                                             |  | (III)                               |  | 5.1     |                                    |  | 5.3     |                                   |  | 5.3     |                                    |  | 2.6     |  
| Restructuring costs                                                                                    |  | (V)                                 |  |        |                                    |  |        |                                   |  |        |                                    |  | (1.3    | )
| Capitalized interest                                                                                   |  | (VI)                                |  | 4.2     |                                    |  | 3.5     |                                   |  | 3.5     |                                    |  | 3.1     |  
|                                                                                                         |  |                                     |  |         |                                    |  |         |                                   |  |         |                                    |  |         |  
|Depreciation and amortization (US GAAP)                                                                  |  |                                     |  | 225.5   |                                    |  | 220.4   |                                   |  | 220.4   |                                    |  | 214.1   |  
|                                                                                                         |  |                                     |  |         |                                    |  |         |                                   |  |         |                                    |  |         |  



Restructuring initiatives comprise
restructuring expenses and gains and losses recognized on the disposal or exit of businesses.



F-20



---

##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



7. SEGMENT INFORMATION (CONTINUED)



|                                                                |  |        |                                |         |   |                               |         |   |                              |         |   |                               |         |  
|--------------------------------------------------------------- |  | ------ | ------------------------------ | ------- | - | ----------------------------- | ------- | - | ---------------------------- | ------- | - | ----------------------------- | ------- | -
|                                                                |  | Note   |                                | IFRS    |   |                               | UK GAAP |  
|                                                                |  |        | As atDecember 31,2005$ million |         |   | As atJanuary 1, 2005$ million |         |   | As atJanuary 1,2005$ million |         |   | As atJanuary 3, 2004$ million |        
|Operating net assets including goodwill (IFRS/UK GAAP)          |  |        |                                | 2,410.4 |   |                               | 2,218.1 |   |                              | 2,403.3 |   |                               | 2,179.4 |  
|Reclassifications:                                              |  |        |                                |         |   |                               |         |   |                              |         |   |                               |         |  
| Associates                                                    |  | (I)(c) |                                | 7.6     |   |                               | 7.1     |   |                              | 7.1     |   |                               | 10.2    |  
| Investments                                                   |  | (I)(d) |                                | 3.8     |   |                               | 3.1     |   |                              | 3.1     |   |                               | 3.0     |  
| Dividend on preferred shares                                  |  | (I)(e) |                                | (3.6    | ) |                               |        |   |                              | (3.6    | ) |                               | (3.9    | )
|Accounting differences:                                         |  |        |                                |         |   |                               |         |   |                              |         |   |                               |         |  
| Goodwill (net)                                                |  | (II)   |                                | 1,323.0 |   |                               | 1,317.7 |   |                              | 1,341.1 |   |                               | 1,318.8 |  
| Acquired intangibles (net)                                    |  | (III)  |                                | 37.6    |   |                               | 49.1    |   |                              | 49.1    |   |                               | 43.9    |  
| Product development costs                                     |  | (IV)   |                                | (0.7    | ) |                               |        |   |                              |        |   |                               |        |  
| Restructuring expenses                                        |  | (V)    |                                | 0.7     |   |                               | 1.5     |   |                              | 1.5     |   |                               | 23.3    |  
| Capitalized interest (net)                                    |  | (VI)   |                                | 41.2    |   |                               | 32.8    |   |                              | 32.8    |   |                               | 24.2    |  
| Inventory                                                     |  | (VII)  |                                | (14.2   | ) |                               | (5.8    | ) |                              | (5.8    | ) |                               | (4.1    | )
| Post-retirement benefits                                      |  | (VIII) |                                | (2.8    | ) |                               | 0.4     |   |                              | (194.2  | ) |                               | (227.8  | )
| Share-based compensation                                      |  | (IX)   |                                |        |   |                               | 5.5     |   |                              | 2.7     |   |                               | 1.3     |  
| Derivative financial instruments                              |  | (X)    |                                |        |   |                               | 3.1     |   |                              | (4.5    | ) |                               | (7.2    | )
|                                                                |  |        |                                |         |   |                               |         |   |                              |         |   |                               |         |  
|Operating net assets including goodwill (US GAAP)               |  |        |                                | 3,803.0 |   |                               | 3,632.6 |   |                              | 3,632.6 |   |                               | 3,361.1 |  
|                                                                |  |        |                                |         |   |                               |         |   |                              |         |   |                               |         |  
|Operating net assets including goodwill under US GAAP comprise: |  |        |                                |         |   |                               |         |   |                              |         |   |                               |         |  
| Current assets excluding cash and taxes                       |  |        |                                | 1,768.9 |   |                               | 1,719.6 |   |                              | 1,719.6 |   |                               | 1,628.5 |  
| Long-term assets excluding taxes                              |  |        |                                | 3,455.4 |   |                               | 3,333.3 |   |                              | 3,333.3 |   |                               | 3,192.3 |  
| Current liabilities excluding debt and taxes                  |  |        |                                | (838.3  | ) |                               | (826.3  | ) |                              | (826.3  | ) |                               | (813.0  | )
| Long-term liabilities excluding debt and taxes                |  |        |                                | (558.8  | ) |                               | (587.9  | ) |                              | (587.9  | ) |                               | (637.9  | )
|                                                                |  |        |                                |         |   |                               |         |   |                              |         |   |                               |         |  
|                                                                |  |        |                                | 3,827.2 |   |                               | 3,638.7 |   |                              | 3,638.7 |   |                               | 3,369.9 |  
|Less: Fair value of derivatives hedging translational exposures |  |        |                                | (24.2   | ) |                               | (6.1    | ) |                              | (6.1    | ) |                               | (8.8    | )
|                                                                |  |        |                                |         |   |                               |         |   |                              |         |   |                               |         |  
|Operating net assets including goodwill (US GAAP)               |  |        |                                | 3,803.0 |   |                               | 3,632.6 |   |                              | 3,632.6 |   |                               | 3,361.1 |  
|                                                                |  |        |                                |         |   |                               |         |   |                              |         |   |                               |         |  



An explanation of the significant
differences between US GAAP, IFRS and UK GAAP that affect the Companys reported sales, operating income and operating net assets is presented below.



(I) CLASSIFICATION DIFFERENCES



(a) Discontinued operations



Under US GAAP and IFRS, net income from discontinued operations is shown as a separate line item below net income from continuing operations. Although there is
commonality of presentation, differences in the amounts included within sales and operating income from continuing operations arise from the definition of a discontinued operation.



Under US GAAP, a discontinued operation is any component of an entity that has identifiable operations and cash flows and has been sold
or is classified as held for sale at the balance sheet date. Under IFRS, a discontinued operation is an operation that has been sold or is classified as held for sale at the balance sheet date, and itself represents, or its sale is part of a single
plan to dispose of, a separate major line of business or geographical area of operations. Accordingly, more operations are likely to be classified as discontinued under US GAAP than under IFRS.



Under UK GAAP, the income and expenses of discontinued operations were included in the
line item to which they related but their contribution to certain line items was disclosed either on the face of the income statement or in the notes to the financial statements. Sales and operating income information provided to the chief decision
maker included the contribution of discontinued operations.



(b) Gain on
disposal of continuing operations



Under UK GAAP, gains on disposal
of continuing operations were described as non-operating exceptional items and were shown separately within the income statement after operating income.



Under US GAAP and IFRS, there is no concept of a non-operating exceptional item and items that would have been classified as such under UK GAAP are included in
operating income.



(c) Associates



Under US GAAP, operating income does not include any amounts in respect of the
Companys associates.



Under IFRS, operating income includes the
Companys share of the net income of its associates.



Under UK GAAP,
operating income included the Companys share of the income before taxes and non-operating exceptional items of its associates.



Under US GAAP, the Companys investments in associates accounted for using the equity method are included in operating assets but they are (were) not included
under IFRS and UK GAAP.



F-21



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



7. SEGMENT INFORMATION (CONTINUED)



(I) CLASSIFICATION DIFFERENCES (CONTINUED)



(d) Investments



Under US GAAP, available-for-sale investments are included in operating assets but they are (were) not included under IFRS and UK GAAP.



(e) Dividends on preferred shares



Under US GAAP, accrued dividends on preferred shares are included in operating net
assets.



Under IFRS, from January 2, 2005 onwards, accrued dividends on
preferred shares are included in net debt and are therefore excluded from operating net assets.



Under UK GAAP, accrued dividends on preferred shares were not included in operating net assets.



(II) GOODWILL



Under both US GAAP and IFRS, goodwill is not amortized but is tested at least annually for impairment. However, a significant difference exists in the carrying value of goodwill due largely to historical
differences in the initial measurement and subsequent accounting for goodwill arising on past acquisitions.



Under IFRS, the Company elected not to apply IFRS 3 Business Combinations to business combinations that occurred before January 4, 2004. As a result, the Company recognized goodwill amounting to
$387.9 million as at January 3, 2004, which represented the carrying value of goodwill recognized under UK GAAP on acquisitions completed on or after May 3, 1998. Goodwill arising on acquisitions completed before May 3, 1998
amounting to $1,888.2 million was written off to reserves under UK GAAP and was not reinstated on adoption of IFRS. Under US GAAP, the carrying value of goodwill as at January 3, 2004 was $1,706.7 million.



Under UK GAAP, capitalized goodwill was amortized over its estimated useful economic
life, not exceeding 20 years, and was tested for impairment whenever circumstances indicated that it may have suffered an impairment loss.



(III) ACQUIRED INTANGIBLE ASSETS



Under both IFRS and US GAAP, intangible resources acquired in business combinations that occurred on or after January 4, 2004 are recognized as intangible
assets if they are separable from the acquired business or arise from contractual or legal rights. However, a significant difference exists in the carrying value of acquired intangible assets due largely to the differing treatment of intangible
resources acquired in past acquisitions.



As a consequence of the decision not
to apply IFRS 3 Business Combinations to business combinations that occurred before January 4, 2004, intangible resources acquired in those business combinations are not recognized as intangible assets under IFRS. Under
US GAAP, the carrying value of acquired intangible assets as at January 3, 2004 was $40.9 million.



Acquired intangible assets are amortized under both US GAAP and IFRS, but the amortization charge under IFRS is likely to be lower than under US GAAP due to the lower carrying amount of these assets under
IFRS.



Under UK GAAP, intangible resources acquired in business
combinations were recognized separately from goodwill only if they were separable from the acquired business and arose from contractual or legal rights. The Company had not recognized any acquired intangible assets under UK GAAP.



(IV) PRODUCT DEVELOPMENT COSTS



Under US GAAP, product development costs are charged to income in the period in which they are incurred.



Under IFRS, certain product development costs are capitalized when the conditions specified
by IAS 38 Intangible Assets are met. Capitalized development costs are amortized to the income statement over the expected life of the resulting product.



Under UK GAAP, product development costs were charged to income in the period in which they are incurred.



(V) RESTRUCTURING EXPENSES



Under US GAAP, each component of a restructuring plan must be examined separately to determine when the related expenses may be
recognized. Involuntary employee termination costs may be recognized when management has committed to a detailed termination plan and has communicated the plan to employees. Other restructuring expenses are generally recognized when they are
incurred.



Under IFRS and UK GAAP, a restructuring plan is (or was) viewed
as a whole and the related expenses are (or were) recognized when there exists an obligation to carry out the restructuring, which is generally when a detailed formal restructuring plan is announced.



(VI) CAPITALIZED INTEREST



Under US GAAP, interest costs attributable to funding the construction of major items of property, plant and equipment are capitalized
and amortized over the estimated useful life of the asset concerned.



Under
IFRS and UK GAAP, the Company does (or did) not capitalize any element of its interest costs.



(VII) INVENTORY



Under US GAAP,
inventories are stated at the lower of cost and market value. Cost is generally determined on a FIFO basis, but a last in, first out (LIFO) basis is used to determine the cost of inventory held by certain US subsidiaries.



Under IFRS and UK GAAP, use of the LIFO basis is (or was) prohibited.



F-22



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



7. SEGMENT INFORMATION (CONTINUED)



(VIII) POST-RETIREMENT BENEFITS



Under US GAAP, IFRS and UK GAAP, the cost of defined benefit plans is (or was)
calculated using the projected unit credit method and is (or was) recognized over the average expected remaining service lives of participating employees but there are (or were) significant differences with regard to the methods and assumptions that
must be used for valuing plan assets and benefit obligations and for recognizing gains and losses.



Under US GAAP, the net periodic pension cost is charged wholly to operating income.



Under IFRS, the service cost, past service cost and gains and losses on settlements and curtailments are included within operating income, but the interest cost is
included in interest expense, the expected return on plan assets is included in interest income and actuarial gains and losses are recognized directly in equity.



Under both US GAAP and IFRS, the net benefit obligation is recognized as a liability but the amounts recognized differ, due largely to
different methods of recognizing surpluses and deficits.



Under US GAAP,
actuarial gains and losses are amortized over the remaining service lives of participating employees to the extent that, measured at the beginning of each fiscal year, they exceed 10 per cent of the greater of the market related value of the
plan assets or the projected benefit obligation. Under IFRS, actuarial gains and losses are recognized in equity in the period in which they occur.



Under IFRS, where a plan is in surplus the asset recognized is limited to the amount of any unrecognized past service costs and the present value of any amount which the
Company expects to recover by way of refunds or a reduction in future contributions. Under US GAAP, there is no restriction on the asset recognized in respect of a plan in surplus.



Under US GAAP, a minimum pension liability must be recognized that represents the amount by which the accumulated benefit obligation
(ignoring projected future salary increases) exceeds the fair value of the plan assets. A corresponding amount is recognized as an intangible asset, to the extent of any unrecognized prior service cost and any unrecognized transition obligation, and
the balance is recognized in comprehensive income. Under IFRS, there is no equivalent requirement to recognize a minimum pension liability because the net liability is fully recognized on the balance sheet.



Under UK GAAP, the net periodic pension cost was charged wholly to operating income and
consisted of the regular cost and variations from the regular cost arising from actuarial gains and losses and retroactive changes in benefits that were aggregated and amortized over the expected remaining service lives of the active participants in
the plan. Gains and losses on settlements and curtailments were generally recognized in the period in which they occurred and if they related to the disposal or exit of businesses were included in non-operating exceptional items.



Under UK GAAP, the net benefit obligation was not recognized as a liability.



(IX) SHARE-BASED COMPENSATION



Under US GAAP, the Company accounts for share-based compensation plans using the fair
value method prescribed by SFAS 123R Share-Based Payment. SFAS 123R was applied prospectively to the unvested portion of awards that were outstanding as at January 1, 2005 and all awards granted, modified or settled on or after
January 2, 2005. Prior to January 2, 2005, the Company accounted for its stock based compensation plans using the intrinsic value method prescribed by APB 25 Accounting for Stock Issued to Employees.



Under IFRS, the Company accounts for share-based compensation plans using the fair value
method prescribed by IFRS 2 Share-Based Payment. IFRS 2 was applied retrospectively to all awards that were outstanding but had not vested as at January 1, 2005, except those equity-settled awards that were granted on or before
November 7, 2002.



While differences between the compensation expense
recognized under IFRS and US GAAP will exist in the medium-term, it is expected that they will be eliminated in future years when the outstanding unvested equity-settled awards granted on or before November 7, 2002 either vest or are
forfeited due to failure to meet the service or non-market performance conditions that apply to them.



Under UK GAAP, the Company accounted for share-based compensation using the intrinsic value method specified by UITF 17 Employee share schemes which differed in certain respects from that specified by
APB25. In particular, awards made under the Companys savings-related share option plan were regarded as non-compensatory under UITF 17 whereas they were regarded as compensatory under APB25, and the compensation expense relating to deferred
shares awarded under the Companys annual bonus plan was recognized at the grant date under UITF 17 whereas it was recognized over the applicable vesting period under APB25.



(X) DERIVATIVE FINANCIAL INSTRUMENTS



Under US GAAP, derivative financial instruments are recognized as assets and liabilities measured at their fair values at the balance sheet date and, in the absence
of hedge accounting, changes in their fair values are reflected immediately in income.



Under IFRS prior to January 2, 2005 and under UK GAAP, derivative financial instruments were not generally recognized as assets and liabilities on the balance sheet and gains or losses arising on them were not recognized until the
hedged item was itself recognised in the financial statements.



Under IFRS from
January 2, 2005 onwards, derivative financial instruments are recognised as assets and liabilities measured at their fair values at the balance sheet date and, in the absence of hedge accounting, changes in their fair values are reflected
immediately in income.



Under US GAAP and IFRS, the Company applies hedge
accounting in certain circumstances where it is permissible to do so under the applicable accounting standards. Fair value gains and losses on derivative financial instruments held to hedge translational exposures that are reflected in income
because they do not qualify for hedge accounting are included in other income and do not affect operating income.



F-23



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



7. SEGMENT INFORMATION (CONTINUED)



D. Selected geographic information



|                                         |  |                                      |  |                                     |  |                                    
|---------------------------------------- |  | ------------------------------------ |  | ----------------------------------- |  | -----------------------------------
|                                         |  | US GAAP                             
|                                         |  | Year endedDecember 31,2005 $ million |  | Year endedJanuary 1, 2005 $ million |  | Year endedJanuary 3, 2004 $ million
|Net sales by geographic origin           |  |                                      |  |                                     |  |                                    
|United States of America                 |  | 3,853.8                              |  | 3,489.7                             |  | 3,287.6                            
|United Kingdom                           |  | 296.5                                |  | 323.3                               |  | 258.6                              
|Rest of Europe                           |  | 566.8                                |  | 539.5                               |  | 468.1                              
|Rest of the World                        |  | 1,058.9                              |  | 1,003.6                             |  | 833.1                              
|                                         |  |                                      |  |                                     |  |                                    
|                                         |  | 5,776.0                              |  | 5,356.1                             |  | 4,847.4                            
|                                         |  |                                      |  |                                     |  |                                    
|Long-lived assets by geographic location |  |                                      |  |                                     |  |                                    
|United States of America                 |  | 729.0                                |  | 718.5                               |  | 760.0                              
|United Kingdom                           |  | 98.5                                 |  | 130.5                               |  | 125.3                              
|Rest of Europe                           |  | 160.4                                |  | 165.3                               |  | 155.7                              
|Rest of the World                        |  | 478.8                                |  | 438.7                               |  | 340.8                              
|                                         |  |                                      |  |                                     |  |                                    
|                                         |  | 1,466.7                              |  | 1,453.0                             |  | 1,381.8                            
|                                         |  |                                      |  |                                     |  |                                    



E. Information about major
customers



The Company has a significant concentration of customers in the
United States of America, who accounted for 68.9% (2004: 67.5%; 2003: 67.2%) of the Companys sales during the period, and in the industrial and automotive industry, which accounted for 72.2% (2004: 73.4%; 2003: 70.3%) of the Companys
sales during the period. No single customer accounted for more than 10 per cent of the Companys sales, and there were no significant accounts receivables from a single customer. The Company reviews a customers credit history before
extending credit. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends, and other information.



8. INCOME TAXES



A. Analysis of income tax expense/(benefit)



Income tax expense/(benefit) by location of taxing jurisdiction is as follows:



|                                   |  |                                      |   |  |                                     |   |  |                                     |  
|---------------------------------- |  | ------------------------------------ | - |  | ----------------------------------- | - |  | ----------------------------------- | -
|                                   |  | Year endedDecember 31,2005 $ million |   |  | Year endedJanuary 1, 2005 $ million |   |  | Year endedJanuary 3, 2004 $ million |  
|Current tax:                       |  |                                      |   |  |                                     |   |  |                                     |  
|United Kingdom                     |  | (34.5                                | ) |  | (30.9                               | ) |  | (148.8                              | )
|United States  Federal taxes      |  | (33.4                                | ) |  | 43.5                                |   |  | 29.9                                |  
|United States  State taxes        |  | 16.9                                 |   |  | 5.2                                 |   |  | 5.2                                 |  
|Other foreign taxes                |  | 62.6                                 |   |  | 51.8                                |   |  | 48.7                                |  
|                                   |  |                                      |   |  |                                     |   |  |                                     |  
|Total current tax                  |  | 11.6                                 |   |  | 69.6                                |   |  | (65.0                               | )
|                                   |  |                                      |   |  |                                     |   |  |                                     |  
|Deferred tax:                      |  |                                      |   |  |                                     |   |  |                                     |  
|United Kingdom                     |  | 20.7                                 |   |  | 0.2                                 |   |  | (14.7                               | )
|United States  Federal taxes      |  | 46.1                                 |   |  | 31.7                                |   |  | 16.4                                |  
|United States  State taxes        |  | 3.9                                  |   |  | 4.7                                 |   |  | 3.3                                 |  
|Other foreign taxes                |  | (13.5                                | ) |  | (3.0                                | ) |  | (12.2                               | )
|                                   |  |                                      |   |  |                                     |   |  |                                     |  
|Total deferred tax                 |  | 57.2                                 |   |  | 33.6                                |   |  | (7.2                                | )
|                                   |  |                                      |   |  |                                     |   |  |                                     |  
|Total income tax expense/(benefit) |  | 68.8                                 |   |  | 103.2                               |   |  | (72.2                               | )
|                                   |  |                                      |   |  |                                     |   |  |                                     |  



FISCAL 2005



Under the American Jobs Creation Act of 2004
(AJCA) in the United States, the Company had the opportunity to benefit from a one-time repatriation of cash to the United States at a reduced tax rate. During fiscal 2005, the Company repatriated $75.9 million to the United States under
the AJCA on which it incurred a tax charge of $3.8 million.



In fiscal 2005,
there was a release of provisions for uncertain tax positions of $106.6 million following the successful resolution of a tax issue in the United States, the expiry of time during which tax audits could be performed in certain tax jurisdictions and
the change of views on the likely outcome of challenges by various tax authorities.



F-24



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



8. INCOME TAXES (CONTINUED)



FISCAL 2004



In fiscal 2004, the Company reached agreement with the US Internal Revenue Service with
respect to the examination of the tax returns of one of its subsidiaries for fiscal years 1999, 2000 and 2001. As a result, tax provisions of $27.4 million were no longer considered necessary and were released to the income statement in fiscal 2004.



FISCAL 2003



During fiscal 2003, following an extensive tax risk management study, the Company
implemented a new methodology to estimate its provision for uncertain tax positions. The principal change from the methodology used in prior periods was that the provision recognized was not assessed against a portfolio of tax exposures
but, instead, provisions for uncertain tax positions were made on an item-by-item basis. As a result, there was a reduction of $147.9 million in the Companys provision for uncertain tax positions which was released to the income statement in
fiscal 2003.



B. Reconciliation of income tax expense/(benefit) to income
tax charged at statutory tax rate



The income tax expense/(benefit) for
the period differs from the product of income from continuing operations before taxes, minority interest and equity in net income of associates and the rate of United Kingdom corporation tax as follows:



|                                                                                                         |  |                                      |   |  |                                     |   |  |                                     |  
|-------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | - |  | ----------------------------------- | - |  | ----------------------------------- | -
|                                                                                                         |  | Year endedDecember 31,2005 $ million |   |  | Year endedJanuary 1, 2005 $ million |   |  | Year endedJanuary 3, 2004 $ million |  
|Income from continuing operations before taxes, minority interest and equity in net income of associates |  | 395.4                                |   |  | 497.7                               |   |  | 426.0                               |  
|                                                                                                         |  |                                      |   |  |                                     |   |  |                                     |  
|United Kingdom corporation tax at 30% (2004: 30%; 2003: 30%)                                             |  | 118.7                                |   |  | 149.3                               |   |  | 127.8                               |  
|Tax effect of:                                                                                           |  |                                      |   |  |                                     |   |  |                                     |  
|Permanent differences                                                                                    |  | 77.4                                 |   |  | (18.5                               | ) |  | (24.6                               | )
|Effect of different tax rates on overseas profits                                                        |  | 20.3                                 |   |  | 0.8                                 |   |  | (11.4                               | )
|Release of provisions for uncertain tax positions                                                        |  | (106.6                               | ) |  | (27.4                               | ) |  | (147.9                              | )
|Utilization of losses not previously recognized                                                          |  | (73.0                                | ) |  | (6.9                                | ) |  |                                    |  
|Change in deferred tax valuation allowance                                                               |  | 57.6                                 |   |  | 5.9                                 |   |  | (8.6                                | )
|Foreign tax credits                                                                                      |  | (25.6                                | ) |  |                                    |   |  | (7.5                                | )
|                                                                                                         |  |                                      |   |  |                                     |   |  |                                     |  
|Income tax expense/(benefit)                                                                             |  | 68.8                                 |   |  | 103.2                               |   |  | (72.2                               | )
|                                                                                                         |  |                                      |   |  |                                     |   |  |                                     |  



C. Analysis of deferred tax
assets/(liabilities)



Deferred tax assets/(liabilities) recognized by the
Company were as follows:



|                                              |  |                                  |   |  |                                 |  
|--------------------------------------------- |  | -------------------------------- | - |  | ------------------------------- | -
|                                              |  | As at December 31,2005 $ million |   |  | As at January 1, 2005 $ million |  
|Deferred tax assets:                          |  |                                  |   |  |                                 |  
|Net operating losses                          |  | 615.7                            |   |  | 552.1                           |  
|Pension and other post retirement obligations |  | 159.6                            |   |  | 165.0                           |  
|Capital loss carry forwards                   |  | 147.1                            |   |  | 159.8                           |  
|Accrued expenses and other                    |  | 45.6                             |   |  | 48.7                            |  
|Compensation                                  |  | 38.8                             |   |  | 32.1                            |  
|Tax credits                                   |  | 29.5                             |   |  | 13.3                            |  
|Accounts receivable                           |  | 7.0                              |   |  | 5.7                             |  
|Other                                         |  | 10.4                             |   |  | 10.1                            |  
|                                              |  |                                  |   |  |                                 |  
|                                              |  | 1,053.7                          |   |  | 986.8                           |  
|Valuation allowance                           |  | (791.4                           | ) |  | (684.9                          | )
|                                              |  |                                  |   |  |                                 |  
|Total deferred tax assets                     |  | 262.3                            |   |  | 301.9                           |  
|                                              |  |                                  |   |  |                                 |  
|Deferred tax liabilities:                     |  |                                  |   |  |                                 |  
|Property, plant and equipment                 |  | (109.9                           | ) |  | (105.6                          | )
|Inventories                                   |  | (39.7                            | ) |  | (38.8                           | )
|Intangible assets                             |  | (35.3                            | ) |  | (28.7                           | )
|Other                                         |  | (12.0                            | ) |  | (16.5                           | )
|                                              |  |                                  |   |  |                                 |  
|Total deferred tax liabilities                |  | (196.9                           | ) |  | (189.6                          | )
|                                              |  |                                  |   |  |                                 |  
|Net deferred tax assets                       |  | 65.4                             |   |  | 112.3                           |  
|                                              |  |                                  |   |  |                                 |  



As at December 31, 2005, the
Company had operating tax losses amounting to $2,063.8 million of which $1,988.2 million can be carried forward indefinitely and $75.6 million have expiry dates between 2006 and 2019. As at December 31, 2005, the Company recognized a deferred
tax asset of $26.3 million in respect of these losses, net of a valuation allowance of $589.4 million.



F-25



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



8. INCOME TAXES (CONTINUED)



As at December 31, 2005, the Company had capital tax losses amounting to $491.6 million
of which $490.5 million can be carried forward indefinitely and $1.1 million expire in 2009. As at December 31, 2005, the Company recognized a deferred tax asset of $1.6 million in respect of these losses, net of a valuation allowance of $145.5
million.



As at December 31, 2005, the undistributed earnings of foreign
subsidiaries amounted to $3,345.8 million (January 1, 2005  $2,848.8 million). No income taxes have been provided on the Companys share of these undistributed earnings due to managements ability and intent to reinvest such amounts
indefinitely. A determination of the amount of the unrecognized deferred tax liability has not been made because it is not practical to do so.



9. INCOME PER COMMON SHARE



Basic income per common share represents net income divided by the weighted average number of common shares outstanding during the fiscal year. Diluted income per common
share considers the effect of potential common shares, unless the inclusion of the potential common shares would have an anti-dilutive effect.



|                                                                              |  |                                       |  |                                      |  |                                     
|----------------------------------------------------------------------------- |  | ------------------------------------- |  | ------------------------------------ |  | ------------------------------------
|                                                                              |  | Year endedDecember 31,2005 Number 000 |  | Year endedJanuary 1, 2005 Number 000 |  | Year endedJanuary 3, 2004 Number 000
|Weighted average shares used to calculate basic earnings per share            |  | 771,427                               |  | 770,717                              |  | 771,037                             
|Assumed conversion of convertible preferred shares                            |  | 102,375                               |  | 102,651                              |  | 180,917                             
|Assumed exercise of share options                                             |  | 2,339                                 |  | 3,931                                |  | 2,034                               
|                                                                              |  |                                       |  |                                      |  |                                     
|Adjusted weighted average shares used to calculate diluted earnings per share |  | 876,141                               |  | 877,299                              |  | 953,988                             
|                                                                              |  |                                       |  |                                      |  |                                     



Share options numbering 1,883,396
(fiscal 2004: 8,226,950; fiscal 2003: 12,941,950) with an exercise price higher than the average market price during the fiscal year, were excluded in computing diluted earnings per share since the impact would be anti-dilutive. For the purposes of
diluted earnings per share the income is increased for the dividend on the preferred shares of $29.1 million (fiscal 2004: $28.5 million; fiscal 2003: $47.1 million).



10. INVENTORIES



|                                         |  |                                  |   |  |                                 |  
|---------------------------------------- |  | -------------------------------- | - |  | ------------------------------- | -
|                                         |  | As at December 31,2005 $ million |   |  | As at January 1, 2005 $ million |  
|Raw materials and supplies               |  | 253.3                            |   |  | 237.9                           |  
|Work in progress                         |  | 106.4                            |   |  | 87.0                            |  
|Finished goods and goods held for resale |  | 403.8                            |   |  | 384.6                           |  
|                                         |  |                                  |   |  |                                 |  
|Total inventories  current cost         |  | 763.5                            |   |  | 709.5                           |  
|Less excess of FIFO over LIFO cost       |  | (14.2                            | ) |  | (5.7                            | )
|                                         |  |                                  |   |  |                                 |  
|                                         |  | 749.3                            |   |  | 703.8                           |  
|                                         |  |                                  |   |  |                                 |  



11. PROPERTY, PLANT AND EQUIPMENT



|                                     |  |                                  |   |  |                                 |  
|------------------------------------ |  | -------------------------------- | - |  | ------------------------------- | -
|                                     |  | As at December 31,2005 $ million |   |  | As at January 1, 2005 $ million |  
|Cost:                                |  |                                  |   |  |                                 |  
| Freehold land                      |  | 610.0                            |   |  | 583.1                           |  
| Long leasehold land and buildings  |  | 3.9                              |   |  | 0.4                             |  
| Short leasehold land and buildings |  | 18.2                             |   |  | 18.6                            |  
| Plant, equipment and vehicles      |  | 2,204.4                          |   |  | 2,048.0                         |  
| Assets under construction          |  | 167.1                            |   |  | 200.2                           |  
|                                     |  |                                  |   |  |                                 |  
|                                     |  | 3,003.6                          |   |  | 2,850.3                         |  
|Less: Accumulated depreciation       |  | (1,536.9                         | ) |  | (1,397.3                        | )
|                                     |  |                                  |   |  |                                 |  
|Total                                |  | 1,466.7                          |   |  | 1,453.0                         |  
|                                     |  |                                  |   |  |                                 |  



Freehold land amounting to $69.4
million (January 1, 2005  $75.4 million) is not depreciated. Depreciation expense was $216.1 million for fiscal 2005, $206.0 million for fiscal 2004 and $207.6 million for fiscal 2003.



F-26



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



12. GOODWILL



|                                |  |                               |  |                                      |  |                                      |   |  |                                 
|------------------------------- |  | ----------------------------- |  | ------------------------------------ |  | ------------------------------------ | - |  | --------------------------------
|                                |  | As atJanuary 1,2005 $ million |  | Acquisition ofsubsidiaries $ million |  | Foreign currencytranslation$ million |   |  | As at December 31,2005 $ million
|Year ended December 31, 2005    |  |                               |  |                                      |  |                                      |   |  |                                 
|Industrial & Automotive:        |  |                               |  |                                      |  |                                      |   |  |                                 
| Power Transmission            |  | 681.0                         |  | 1.8                                  |  | 2.9                                  |   |  | 685.7                           
| Fluid Power                   |  | 87.4                          |  | 19.7                                 |  | (0.5                                 | ) |  | 106.6                           
| Wipers                        |  | 167.0                         |  |                                     |  |                                     |   |  | 167.0                           
| Fluid Systems                 |  | 257.3                         |  |                                     |  |                                     |   |  | 257.3                           
| Other Industrial & Automotive |  | 130.2                         |  | 50.6                                 |  |                                     |   |  | 180.8                           
|                                |  |                               |  |                                      |  |                                      |   |  |                                 
|                                |  | 1,322.9                       |  | 72.1                                 |  | 2.4                                  |   |  | 1,397.4                         
|                                |  |                               |  |                                      |  |                                      |   |  |                                 
|Building Products:              |  |                               |  |                                      |  |                                      |   |  |                                 
| Air Systems Components        |  | 333.8                         |  | 39.3                                 |  | (1.2                                 | ) |  | 371.9                           
| Other Building Products       |  | 95.6                          |  |                                     |  |                                     |   |  | 95.6                            
|                                |  |                               |  |                                      |  |                                      |   |  |                                 
|                                |  | 429.4                         |  | 39.3                                 |  | (1.2                                 | ) |  | 467.5                           
|                                |  |                               |  |                                      |  |                                      |   |  |                                 
|                                |  | 1,752.3                       |  | 111.4                                |  | 1.2                                  |   |  | 1,864.9                         
|                                |  |                               |  |                                      |  |                                      |   |  |                                 



|                                |  |                                |  |                                      |  |                                      |   |  |                               
|------------------------------- |  | ------------------------------ |  | ------------------------------------ |  | ------------------------------------ | - |  | ------------------------------
|                                |  | As atJanuary 3, 2004 $ million |  | Acquisition ofsubsidiaries $ million |  | Foreign currencytranslation$ million |   |  | As atJanuary 1, 2005 $ million
|Year ended January 1, 2005      |  |                                |  |                                      |  |                                      |   |  |                               
|Industrial & Automotive:        |  |                                |  |                                      |  |                                      |   |  |                               
| Power Transmission            |  | 636.2                          |  | 35.5                                 |  | 9.3                                  |   |  | 681.0                         
| Fluid Power                   |  | 87.2                           |  |                                     |  | 0.2                                  |   |  | 87.4                          
| Wipers                        |  | 167.0                          |  |                                     |  |                                     |   |  | 167.0                         
| Fluid Systems                 |  | 257.4                          |  |                                     |  | (0.1                                 | ) |  | 257.3                         
| Other Industrial & Automotive |  | 130.3                          |  |                                     |  | (0.1                                 | ) |  | 130.2                         
|                                |  |                                |  |                                      |  |                                      |   |  |                               
|                                |  | 1,278.1                        |  | 35.5                                 |  | 9.3                                  |   |  | 1,322.9                       
|                                |  |                                |  |                                      |  |                                      |   |  |                               
|Building Products:              |  |                                |  |                                      |  |                                      |   |  |                               
| Air Systems Components        |  | 333.0                          |  |                                     |  | 0.8                                  |   |  | 333.8                         
| Other Building Products       |  | 95.6                           |  |                                     |  |                                     |   |  | 95.6                          
|                                |  |                                |  |                                      |  |                                      |   |  |                               
|                                |  | 428.6                          |  |                                     |  | 0.8                                  |   |  | 429.4                         
|                                |  |                                |  |                                      |  |                                      |   |  |                               
|                                |  | 1,706.7                        |  | 35.5                                 |  | 10.1                                 |   |  | 1,752.3                       
|                                |  |                                |  |                                      |  |                                      |   |  |                               



In fiscal 2003, an impairment loss of
$53.9 million was recognized of which $12.5 million related to Lasco Fittings Inc. and was included in income from continuing operations, and $41.4 million related to the Companys Valves, Taps and Mixers businesses and was included in loss
from discontinued operations.



13. INTANGIBLE ASSETS



|                                                     |  |                         |  |                                  |   |  |               |  |                |  |                                  |   |  |              
|---------------------------------------------------- |  | ----------------------- |  | -------------------------------- | - |  | ------------- |  | -------------- |  | -------------------------------- | - |  | -------------
|                                                     |  | As at December 31, 2005 |  | As at January 1, 2005           
|                                                     |  | Cost $ million          |  | Accumulatedamortization$ million |   |  | Net $ million |  | Cost $ million |  | Accumulatedamortization$ million |   |  | Net $ million
|Patents and technology                               |  | 9.1                     |  | (9.1                             | ) |  |              |  | 9.1            |  | (9.1                             | ) |  |             
|Customer relationships                               |  | 35.3                    |  | (10.5                            | ) |  | 24.8          |  | 30.0           |  | (6.3                             | ) |  | 23.7         
|Intellectual property                                |  | 20.3                    |  | (3.8                             | ) |  | 16.5          |  | 20.3           |  | (2.2                             | ) |  | 18.1         
|Non-competition agreement                            |  | 2.1                     |  |                                 |   |  | 2.1           |  |               |  |                                 |   |  |             
|Capitalized software                                 |  | 92.2                    |  | (61.5                            | ) |  | 30.7          |  | 61.5           |  | (52.9                            | ) |  | 8.6          
|                                                     |  |                         |  |                                  |   |  |               |  |                |  |                                  |   |  |              
|                                                     |  | 159.0                   |  | (84.9                            | ) |  | 74.1          |  | 120.9          |  | (70.5                            | ) |  | 50.4         
|Pension intangible asset not subject to amortization |  | 6.6                     |  |                                 |   |  | 6.6           |  | 7.3            |  |                                 |   |  | 7.3          
|                                                     |  |                         |  |                                  |   |  |               |  |                |  |                                  |   |  |              
|Total intangible assets                              |  | 165.6                   |  | (84.9                            | ) |  | 80.7          |  | 128.2          |  | (70.5                            | ) |  | 57.7         
|                                                     |  |                         |  |                                  |   |  |               |  |                |  |                                  |   |  |              



F-27



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



13. INTANGIBLE ASSETS (CONTINUED)



During fiscal 2005, the amortization expense in respect of intangible assets was $9.4
million (fiscal 2004: $14.4 million; fiscal 2003: $6.5 million). Estimated amortization expense for the following five years is as follows:



|             |  |          
|------------ |  | ---------
|             |  | $ million
|Fiscal year: |  |          
| 2006       |  | 13.1     
| 2007       |  | 13.1     
| 2008       |  | 13.1     
| 2009       |  | 12.7     
| 2010       |  | 12.7     



14. BANK OVERDRAFTS, BANK AND OTHER
LOANS



|                          |  |                             |  |                                  |  |                 |  |                             |  |                                  |  |                
|------------------------- |  | --------------------------- |  | -------------------------------- |  | --------------- |  | --------------------------- |  | -------------------------------- |  | ---------------
|                          |  | As at December 31, 2005     |  | As at January 1, 2005           
|                          |  | Currentliabilities$ million |  | Non-currentliabilities $ million |  | Total $ million |  | Currentliabilities$ million |  | Non-currentliabilities $ million |  | Total $ million
|Bank overdrafts           |  | 17.9                        |  |                                 |  | 17.9            |  | 12.5                        |  |                                 |  | 12.5           
|Bank and other loans:     |  |                             |  |                                  |  |                 |  |                             |  |                                  |  |                
| Bank loans  secured    |  | 5.3                         |  |                                 |  | 5.3             |  | 5.4                         |  |                                 |  | 5.4            
| Bank loans  unsecured  |  | 38.3                        |  | 205.0                            |  | 243.3           |  | 8.4                         |  | 3.5                              |  | 11.9           
| Other loans  unsecured |  | 7.7                         |  | 698.5                            |  | 706.2           |  | 4.6                         |  | 763.6                            |  | 768.2          
| Unsecured loan notes    |  | 0.5                         |  |                                 |  | 0.5             |  | 0.6                         |  |                                 |  | 0.6            
|                          |  |                             |  |                                  |  |                 |  |                             |  |                                  |  |                
|                          |  | 51.8                        |  | 903.5                            |  | 955.3           |  | 19.0                        |  | 767.1                            |  | 786.1          
|                          |  |                             |  |                                  |  |                 |  |                             |  |                                  |  |                
|                          |  | 69.7                        |  | 903.5                            |  | 973.2           |  | 31.5                        |  | 767.1                            |  | 798.6          
|                          |  |                             |  |                                  |  |                 |  |                             |  |                                  |  |                



Borrowings are repayable as follows:



|                               |  |                                 |  |                               
|------------------------------ |  | ------------------------------- |  | ------------------------------
|                               |  | As atDecember 31,2005 $ million |  | As atJanuary 1, 2005 $ million
|Current liabilities:           |  |                                 |  |                               
| On demand or within one year |  | 69.7                            |  | 31.5                          
|                               |  |                                 |  |                               
|Non-current liabilities:       |  |                                 |  |                               
| In the second year           |  |                                |  | 1.7                           
| In the third year            |  |                                |  | 1.8                           
| In the fourth year           |  |                                |  |                              
| In the fifth year            |  | 205.5                           |  |                              
| After more than five years   |  | 698.0                           |  | 763.6                         
|                               |  |                                 |  |                               
|                               |  | 903.5                           |  | 767.1                         
|                               |  |                                 |  |                               
|                               |  | 973.2                           |  | 798.6                         
|                               |  |                                 |  |                               



BANK
LOANS



Bank loans are principally amounts drawn down under the Companys
£400 million multi-currency revolving credit facility. As at December 31, 2005, $205.8 million (January 1, 2005 - $ nil) had been drawn down, including tranches denominated in US dollars totaling $175.0 million. Borrowings under the
facility attract interest at floating rates determined by reference to LIBOR and the weighted average rate payable was 4.8% as at December 31, 2005.



OTHER LOANS



The Company has a Euro Medium Term Note Program under which it may borrow up to a total maximum principal amount of £750 million. So far, two bonds have been issued
under this program: £150 million repayable at par on December 20, 2011 that bears interest at a fixed rate of 8%; and £250 million repayable at par on September 16, 2015 that bears interest at a fixed rate of 6.125%.



The carrying amount of other loans may be analyzed as follows:



|                                        |  |                                 |   |  |                                |  
|--------------------------------------- |  | ------------------------------- | - |  | ------------------------------ | -
|                                        |  | As atDecember 31,2005 $ million |   |  | As atJanuary 1, 2005 $ million |  
|Principal amount                        |  | 686.7                           |   |  | 768.0                          |  
|Accrued interest payable                |  | 8.4                             |   |  | 5.0                            |  
|Unamortized transaction costs           |  | (3.7                            | ) |  | (4.8                           | )
|                                        |  |                                 |   |  |                                |  
|Carrying amount before hedge accounting |  | 691.4                           |   |  | 768.2                          |  
|Fair value hedge adjustment (Note 15)   |  | 14.8                            |   |  |                               |  
|                                        |  |                                 |   |  |                                |  
|Carrying amount                         |  | 706.2                           |   |  | 768.2                          |  
|                                        |  |                                 |   |  |                                |  



F-28



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



14. BANK OVERDRAFTS, BANK AND OTHER LOANS (CONTINUED)



UNSECURED LOAN NOTES



The unsecured loan notes must be repaid, at par, on June 30, 2012. Until that time, in
certain circumstances the note holders have the right to require full or part repayment, at par, half yearly on June 30 and December 31 and for this reason they are classified as current liabilities. The unsecured loan notes bear interest
at a fixed rate of 2.6%.



BORROWING FACILITIES



As at December 31, 2005, the Company had undrawn committed borrowing
facilities of $480.9 million (January 1, 2005  $768.0 million) available under the multi-currency revolving credit facility that expires on August 8, 2010.



BORROWING COVENANTS



The Company is subject to covenants, representations and warranties commonly associated with investment grade borrowings in respect of its
committed borrowing facilities and borrowings under the Euro Medium Term Note Program.



The Company is subject to two financial covenants in respect of its committed borrowing facilities. The ratio of net debt to consolidated earnings before interest, tax, depreciation and amortization must not exceed 2.5 times, and the ratio
of consolidated operating profit to the consolidated net interest charge must not be less that 3.0 times. The financial covenants are calculated by applying frozen UK GAAP as at December 31, 2002.



15. DERIVATIVE FINANCIAL INSTRUMENTS



A. Summary



The carrying amount of derivative financial instruments held by the Company was as follows:



|                              |  |                         |  |                      |                       |  |               |   |  |                 |  |                      |   |  |               |  
|----------------------------- |  | ----------------------- |  | -------------------- | --------------------- |  | ------------- | - |  | --------------- |  | -------------------- | - |  | ------------- | -
|                              |  | As at December 31, 2005 |  |                      | As at January 1, 2005 | 
|                              |  | Assets$ million         |  | Liabilities$ million |                       |  | Net $ million |   |  | Assets$ million |  | Liabilities$ million |   |  | Net $ million |  
|Translational hedges:         |  |                         |  |                      |                       |  |               |   |  |                 |  |                      |   |  |               |  
| Currency forwards           |  | 0.2                     |  | (13.9                | )                     |  | (13.7         | ) |  |                |  | (13.0                | ) |  | (13.0         | )
| Interest rate swaps         |  | 37.9                    |  |                     |                       |  | 37.9          |   |  | 19.1            |  |                     |   |  | 19.1          |  
|                              |  |                         |  |                      |                       |  |               |   |  |                 |  |                      |   |  |               |  
|                              |  | 38.1                    |  | (13.9                | )                     |  | 24.2          |   |  | 19.1            |  | (13.0                | ) |  | 6.1           |  
|Transactional hedges:         |  |                         |  |                      |                       |  |               |   |  |                 |  |                      |   |  |               |  
| Currency forwards and swaps |  | 4.8                     |  | (1.5                 | )                     |  | 3.3           |   |  | 0.2             |  |                     |   |  | 0.2           |  
|                              |  |                         |  |                      |                       |  |               |   |  |                 |  |                      |   |  |               |  
|                              |  | 42.9                    |  | (15.4                | )                     |  | 27.5          |   |  | 19.3            |  | (13.0                | ) |  | 6.3           |  
|                              |  |                         |  |                      |                       |  |               |   |  |                 |  |                      |   |  |               |  
|Classified as:                |  |                         |  |                      |                       |  |               |   |  |                 |  |                      |   |  |               |  
| Current                     |  | 8.9                     |  | (15.4                | )                     |  | (6.5          | ) |  | 0.7             |  | (13.0                | ) |  | (12.3         | )
| Non-current                 |  | 34.0                    |  |                     |                       |  | 34.0          |   |  | 18.6            |  |                     |   |  | 18.6          |  
|                              |  |                         |  |                      |                       |  |               |   |  |                 |  |                      |   |  |               |  
|                              |  | 42.9                    |  | (15.4                | )                     |  | 27.5          |   |  | 19.3            |  | (13.0                | ) |  | 6.3           |  
|                              |  |                         |  |                      |                       |  |               |   |  |                 |  |                      |   |  |               |  



The Company does not hold or issue
derivatives for speculative or trading purposes.



The Company ensures that its
portfolio of derivative financial instruments is managed such that there is no significant concentration of credit risk in any one bank or other financial institution.



B. Currency derivatives



As at December 31, 2005, the notional principal amount of outstanding foreign exchange contracts that are used to manage the currency profile of the Companys
net assets was $705.9 million (January 1, 2005: $708.3 million). These contracts do not qualify for hedge accounting under SFAS133 Accounting for Derivative Instruments and Hedging Activities and in fiscal 2005 the net fair value loss on
these contracts of $62.7 million was recognized in other (expense)/income (fiscal 2004: net fair value gain of $22.2 million; fiscal 2003: net fair value gain of $57.0 million).



During fiscal 2005, the Company drewdown US-dollar denominated borrowings under its multi-currency revolving credit facility which had
the effect of providing an economic hedge of the translational currency exposures arising on its net investment in certain of its subsidiaries whose functional currency is the US dollar. As at December 31, 2005, the amount of US-dollar
denominated borrowings outstanding under the facility was $175.0 million. These borrowings do not qualify for hedge accounting under SFAS133 and in fiscal 2005, the attributable foreign currency translation loss of $9.5 million was recognized in
other expense. Also in fiscal 2005, a net gain of $1.0 million was recognized within other income in respect of other currency translation hedges that did not qualify for hedge accounting under SFAS133 (fiscal 2004: $nil; fiscal 2003: $nil).



In fiscal 2005, a net fair value gain of $0.6 million was recognized within
operating income in respect of currency derivatives that were held to provide an economic hedge of transactional currency exposures but were not designated as hedges for accounting purposes (fiscal 2004: net fair value gain of $2.6 million; fiscal
2003: net fair value gain of $2.6 million).



C. Interest rate swaps



Interest rate swaps are used to swap borrowings under the Companys
Euro Medium Term Note Program from fixed interest rates to floating interest rates. As at December 31, 2005, the nominal value of the contracts outstanding was $686.7 million (January 1, 2005: $768.0 million). The Company had not previously
elected to designate these contracts as fair value hedges in accordance with SFAS133, but during fiscal 2005 they were so designated and were subsequently considered to be effective hedges for accounting purposes. As at December 31, 2005, an
adjustment of $14.8 million was made to the carrying amount of the hedged borrowings to reflect the extent to which the swaps provided an effective hedge against fair value interest rate risk.



F-29



---

##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



15. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)



Interest rate swaps are also used to restrict the amount of floating rate US dollar debt. As
at December 31, 2005, the nominal value of these contracts held was $420 million (January 1, 2005: $210 million), including contracts with a nominal value of $210 million that commence on the maturity of equivalent contracts that are currently
in force in June 2006 and June 2008.



During fiscal 2005, a net gain of $6.0
million was recognized within other income that represented the net change in the fair value of interest rate swaps that did not qualify for hedge accounting under SFAS133 (fiscal 2004: net fair value gain of $12.0 million; fiscal 2003: net fair
value loss of $11.6 million).



The profile of interest rate swaps held by the
Company was as follows:



|                                      |  |                                 |       |               |     |   |            |     |   |          |     |   |       |     |   |                     |              
|------------------------------------- |  | ------------------------------- | ----- | ------------- | --- | - | ---------- | --- | - | -------- | --- | - | ----- | --- | - | ------------------- | -------------
|                                      |  |                                 |       | Interest rate
|                                      |  |                                 |       | Payable       |     |   | Receivable |     |   |         
|                                      |  | Notionalprincipalamount million |       | Variable      |     |   | Fixed      |     |   | Variable |     |   | Fixed |     |   | Variable rate index
|As at December 31, 2005               |  |                                 |       |               |     |   |            |     |   |          |     |   |       |     |   |                     |              
|Maturity date:                        |  |                                 |       |               |     |   |            |     |   |          |     |   |       |     |   |                     |              
| December 2011                       |  | £                               | 150.0 |               | 7.2 | % |            |    |   |          |    |   |       | 8.0 | % |                     | 6 month LIBOR
| September 2015                      |  | £                               | 250.0 |               | 5.7 | % |            |    |   |          |    |   |       | 6.1 | % |                     | 3 month LIBOR
| June 2006                           |  | US$                             | 145.0 |               |    |   |            | 2.8 | % |          | 4.5 | % |       |    |   |                     | 3 month LIBOR
| June 2008                           |  | US$                             | 65.0  |               |    |   |            | 3.8 | % |          | 4.5 | % |       |    |   |                     | 3 month LIBOR
| December 2007 (commences June 2006) |  | US$                             | 145.0 |               |    |   |            | 4.2 | % |          |    |   |       |    |   |                     | 3 month LIBOR
| December 2009 (commences June 2008) |  | US$                             | 65.0  |               |    |   |            | 4.6 | % |          |    |   |       |    |   |                     | 3 month LIBOR
|                                      |  |                                 |       |               |     |  
|As at January 1, 2005                 |  |                                 |       |               |     |   |            |     |   |          |     |   |       |     |   |                     |              
|Maturity date:                        |  |                                 |       |               |     |   |            |     |   |          |     |   |       |     |   |                     |              
| December 2011                       |  | £                               | 150.0 |               | 7.5 | % |            |    |   |          |    |   |       | 8.0 | % |                     | 6 month LIBOR
| September 2015                      |  | £                               | 250.0 |               | 6.0 | % |            |    |   |          |    |   |       | 6.1 | % |                     | 3 month LIBOR
| June 2006                           |  | US$                             | 145.0 |               |    |   |            | 2.8 | % |          | 2.5 | % |       |    |   |                     | 3 month LIBOR
| June 2008                           |  | US$                             | 65.0  |               |    |   |            | 3.8 | % |          | 2.5 | % |       |    |   |                     | 3 month LIBOR



16. FAIR VALUE OF FINANCIAL ASSETS
AND LIABILITIES



Fair value information is provided below in respect of
financial assets and liabilities that comprise the Companys net debt and other financial assets and liabilities whose carrying value is not considered to approximate to fair value.



|                                                 |  |                          |   |  |                       |   |  |                          |   |  |                     |  
|------------------------------------------------ |  | ------------------------ | - |  | --------------------- | - |  | ------------------------ | - |  | ------------------- | -
|                                                 |  | As at December 31, 2005  |   |  | As at January 1, 2005 |  
|                                                 |  | Carrying amount$ million |   |  | Fair value$ million   |   |  | Carrying amount$ million |   |  | Fair value$ million |  
|Cash and cash equivalents                        |  | 396.4                    |   |  | 396.4                 |   |  | 356.0                    |   |  | 356.0               |  
|Restricted cash                                  |  | 9.2                      |   |  | 9.2                   |   |  | 9.4                      |   |  | 9.4                 |  
|Borrowings classified as current liabilities     |  | (69.7                    | ) |  | (69.7                 | ) |  | (31.5                    | ) |  | (31.5               | )
|Borrowings classified as non-current liabilities |  | (903.5                   | ) |  | (933.1                | ) |  | (767.1                   | ) |  | (826.1              | )
|Capital lease obligations                        |  | (21.2                    | ) |  | (21.2                 | ) |  | (23.2                    | ) |  | (23.2               | )
|Derivative financial instruments:                |  |                          |   |  |                       |   |  |                          |   |  |                     |  
| Interest rate derivatives                      |  | 37.9                     |   |  | 37.9                  |   |  | 19.1                     |   |  | 19.1                |  
| Foreign currency derivatives                   |  | (10.4                    | ) |  | (10.4                 | ) |  | (12.8                    | ) |  | (12.8               | )
|Convertible cumulative preference shares         |  | (526.7                   | ) |  | (538.2                | ) |  | (647.4                   | ) |  | (481.1              | )
|                                                 |  |                          |   |  |                       |   |  |                          |   |  |                     |  



Cash and cash equivalents and
restricted cash largely attract floating interest rates. Accordingly, their carrying amounts are considered to approximate to fair value.



Borrowings classified as current liabilities mainly comprise overdrafts and loans that attract floating interest rates. Accordingly their carrying amount is considered to
approximate to fair value.



Borrowings classified as non-current liabilities
principally comprise borrowings under the Groups multi-currency revolving credit facility that attract floating interest rates, whose carrying amount is considered to approximate to fair value, and the listed bonds issued under the
Groups Euro Medium Term Note Program, whose fair values represent their quoted market prices.



Capital lease obligations attract fixed interest rates that are implicit in the lease rentals and their fair value has been assessed by reference to prevailing market interest rates.



Interest rate derivatives are valued by discounting the applicable cash flows at prevailing
market interest rates.



Foreign currency derivatives are valued on a mark to
market basis by reference to prevailing currency exchange rates.



The
Convertible cumulative preference shares are not traded in an organized market and their fair value has been assessed using a valuation model that takes into account prevailing market interest rates and the existence of the holders conversion
option.



F-30



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



17. POST-RETIREMENT BENEFITS



The Company has defined benefit and defined contribution plans covering substantially all
employees of the Company and its domestic and international subsidiaries. Benefits under defined benefit plans on a worldwide basis are generally based on years of service and employees compensation during the last years of employment. In
North America, the Company also provides various post-retirement health and life insurance benefits for certain of its employees.



The Company contributes to multi-employer plans for certain collective bargaining United States employees. In addition, various other defined contribution plans are
sponsored worldwide.



|                                                                                                                           |  |                                      |  |                                     |  |                                    
|-------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ |  | ----------------------------------- |  | -----------------------------------
|                                                                                                                           |  | Year endedDecember 31,2005 $ million |  | Year endedJanuary 1, 2005 $ million |  | Year endedJanuary 3, 2004 $ million
|Multi-employer plan expense                                                                                                |  | 6.3                                  |  | 7.3                                 |  | 7.3                                
|Defined contribution plan expense                                                                                          |  | 42.2                                 |  | 40.7                                |  | 39.7                               
|                                                                                                                           |  |                                      |  |                                     |  |                                    
|Accrued liability for multi-employer and defined contribution plans included in other liabilities at the end of the period |  | 12.8                                 |  | 10.8                                |  | 9.5                                
|                                                                                                                           |  |                                      |  |                                     |  |                                    



The components of net periodic benefit
cost for defined benefit plans are as follows:



|                                                                           |  |                                      |   |  |                                     |   |  |                                     |  
|-------------------------------------------------------------------------- |  | ------------------------------------ | - |  | ----------------------------------- | - |  | ----------------------------------- | -
|                                                                           |  | UK Pension Plans                     |  
|                                                                           |  | Year endedDecember 31,2005 $ million |   |  | Year endedJanuary 1, 2005 $ million |   |  | Year endedJanuary 3, 2004 $ million |  
|Service cost                                                               |  | 1.8                                  |   |  | 3.1                                 |   |  | 6.7                                 |  
|Interest cost                                                              |  | 19.5                                 |   |  | 19.9                                |   |  | 18.8                                |  
|Expected return on plan assets                                             |  | (23.6                                | ) |  | (23.8                               | ) |  | (19.8                               | )
|Amortization of prior service cost                                         |  | 0.4                                  |   |  | 0.4                                 |   |  |                                    |  
|Amortization of transition obligation                                      |  | (1.3                                 | ) |  | (1.4                                | ) |  | (1.6                                | )
|Amortization of actuarial loss                                             |  | 2.1                                  |   |  | 1.7                                 |   |  | 2.4                                 |  
|Loss/(gain) on curtailments and settlements                                |  | 1.7                                  |   |  | (0.6                                | ) |  | 1.0                                 |  
|                                                                           |  |                                      |   |  |                                     |   |  |                                     |  
|Net periodic benefit expense/(income)                                      |  | 0.6                                  |   |  | (0.7                                | ) |  | 7.5                                 |  
|                                                                           |  |                                      |   |  |                                     |   |  |                                     |  
|Weighted average assumptions used to determine net periodic benefit costs: |  |                                      |   |  |                                     |   |  |                                     |  
| Discount rate                                                            |  | 5.75                                 | % |  | 5.75                                | % |  | 5.99                                | %
| Rate of compensation increase                                            |  | 4.00                                 | % |  | 4.00                                | % |  | 4.01                                | %
| Expected return on plan assets                                           |  | 7.28                                 | % |  | 7.23                                | % |  | 7.73                                | %
|                                                                           | 
|                                                                           |  | Non UK Pension Plans                 |  
|                                                                           |  | Year endedDecember 31,2005 $ million |   |  | Year endedJanuary 1, 2005 $ million |   |  | Year endedJanuary 3, 2004 $ million |  
|Service cost                                                               |  | 10.0                                 |   |  | 9.7                                 |   |  | 10.6                                |  
|Interest cost                                                              |  | 42.8                                 |   |  | 43.8                                |   |  | 45.6                                |  
|Expected return on plan assets                                             |  | (35.8                                | ) |  | (38.2                               | ) |  | (45.4                               | )
|Amortization of prior service cost                                         |  | 0.5                                  |   |  | 0.5                                 |   |  | 1.2                                 |  
|Amortization of transition asset                                           |  | 0.5                                  |   |  | 0.5                                 |   |  | 0.4                                 |  
|Amortization of actuarial loss                                             |  | 17.5                                 |   |  | 12.1                                |   |  | 4.6                                 |  
|Loss/(gain) on curtailments and settlements                                |  | 0.2                                  |   |  | (2.8                                | ) |  | 1.9                                 |  
|Special termination benefits                                               |  | (2.5                                 | ) |  |                                    |   |  |                                    |  
|                                                                           |  |                                      |   |  |                                     |   |  |                                     |  
|Net periodic pension expense                                               |  | 33.2                                 |   |  | 25.6                                |   |  | 18.9                                |  
|                                                                           |  |                                      |   |  |                                     |   |  |                                     |  
|Weighted average assumptions used to determine net periodic benefit costs: |  |                                      |   |  |                                     |   |  |                                     |  
| Discount rate                                                            |  | 5.87                                 | % |  | 5.95                                | % |  | 6.75                                | %
| Rate of compensation increase                                            |  | 5.40                                 | % |  | 5.39                                | % |  | 5.75                                | %
| Expected return on plan assets                                           |  | 7.78                                 | % |  | 8.16                                | % |  | 9.13                                | %



F-31



---

##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



17. POST-RETIREMENT BENEFITS (CONTINUED)



The components of net periodic benefit cost for other post-retirement benefits are as
follows:



|                                                                           |  |                                      |   |  |                                     |   |  |                                     |  
|-------------------------------------------------------------------------- |  | ------------------------------------ | - |  | ----------------------------------- | - |  | ----------------------------------- | -
|                                                                           |  | Other post-retirement benefits       |  
|                                                                           |  | Year endedDecember 31,2005 $ million |   |  | Year endedJanuary 1, 2005 $ million |   |  | Year endedJanuary 3, 2004 $ million |  
|Service cost                                                               |  | 0.8                                  |   |  | 0.8                                 |   |  | 1.1                                 |  
|Interest cost                                                              |  | 12.1                                 |   |  | 13.7                                |   |  | 19.0                                |  
|Amortization of prior service cost                                         |  | (2.5                                 | ) |  | (1.5                                | ) |  | (1.2                                | )
|Amortization of actuarial gain                                             |  | (4.5                                 | ) |  |                                    |   |  |                                    |  
|(Gain)/loss on curtailments and settlements                                |  | (8.0                                 | ) |  | (2.1                                | ) |  | 2.0                                 |  
|                                                                           |  |                                      |   |  |                                     |   |  |                                     |  
|Net periodic benefit (income)/expense                                      |  | (2.1                                 | ) |  | 10.9                                |   |  | 20.9                                |  
|                                                                           |  |                                      |   |  |                                     |   |  |                                     |  
|Weighted average assumptions used to determine net periodic benefit costs: |  |                                      |   |  |                                     |   |  |                                     |  
| Discount rate                                                            |  | 6.00                                 | % |  | 6.15                                | % |  | 6.75                                | %
| Ultimate medical trend rate                                              |  | 4.18                                 | % |  | 4.50                                | % |  | 5.03                                | %



The Company generally uses a
measurement date three months before the fiscal year end for the majority of its plans. Changes in the pension and other post retirement benefit obligations, fair value of plan assets and the amounts recognized in the consolidated balance sheets are
shown below:



|                                               |  |                                       |   |  |                                      |   |  |                                      |   |  |                                    |   |  |                                       |   |  |                                      |  
|---------------------------------------------- |  | ------------------------------------- | - |  | ------------------------------------ | - |  | ------------------------------------ | - |  | ---------------------------------- | - |  | ------------------------------------- | - |  | ------------------------------------ | -
|                                               |  | Pension benefits                      |   |  | Other benefits                       |  
|                                               |  | UK Plans                              |   |  | Non-UK Plans                         |   |  | All Plans                            |  
|                                               |  | Year ended December 31,2005 $ million |   |  | Year ended January 1, 2005 $ million |   |  | Year endedDecember 31,2005 $ million |   |  | Year endedJanuary 1,2005 $ million |   |  | Year ended December 31,2005 $ million |   |  | Year ended January 1, 2005 $ million |  
|Benefit obligation                             |  |                                       |   |  |                                      |   |  |                                      |   |  |                                    |   |  |                                       |   |  |                                      |  
|Benefit obligation at end of prior year        |  | 366.4                                 |   |  | 350.9                                |   |  | 753.7                                |   |  | 753.5                              |   |  | 213.8                                 |   |  | 276.7                                |  
|Service cost                                   |  | 1.8                                   |   |  | 3.1                                  |   |  | 10.0                                 |   |  | 9.7                                |   |  | 0.8                                   |   |  | 0.8                                  |  
|Interest cost                                  |  | 19.5                                  |   |  | 19.9                                 |   |  | 42.8                                 |   |  | 43.8                               |   |  | 12.1                                  |   |  | 13.7                                 |  
|Plan amendments                                |  |                                      |   |  |                                     |   |  | 0.6                                  |   |  | 7.5                                |   |  | (1.3                                  | ) |  | (10.3                                | )
|Actuarial (gain)/loss                          |  | 75.1                                  |   |  | 4.0                                  |   |  | 52.2                                 |   |  | 16.4                               |   |  | (1.0                                  | ) |  | (45.0                                | )
|Divestitures                                   |  | (1.7                                  | ) |  |                                     |   |  |                                     |   |  | (2.8                               | ) |  |                                      |   |  | (2.6                                 | )
|Curtailments                                   |  |                                      |   |  | (5.9                                 | ) |  | (0.2                                 | ) |  |                                   |   |  |                                      |   |  |                                     |  
|Settlements                                    |  | (0.9                                  | ) |  | (11.6                                | ) |  | (0.5                                 | ) |  | (14.6                              | ) |  | (10.2                                 | ) |  |                                     |  
|Special termination benefits                   |  |                                      |   |  |                                     |   |  | (3.6                                 | ) |  |                                   |   |  |                                      |   |  |                                     |  
|Disbursements and benefits paid                |  | (15.7                                 | ) |  | (19.1                                | ) |  | (53.0                                | ) |  | (67.4                              | ) |  | (19.2                                 | ) |  | (21.0                                | )
|Contributions by participants                  |  | 0.2                                   |   |  | 0.2                                  |   |  | 0.2                                  |   |  | 0.2                                |   |  |                                      |   |  |                                     |  
|Foreign currency translation                   |  | (43.1                                 | ) |  | 24.9                                 |   |  | (2.8                                 | ) |  | 7.4                                |   |  | 0.6                                   |   |  | 1.5                                  |  
|                                               |  |                                       |   |  |                                      |   |  |                                      |   |  |                                    |   |  |                                       |   |  |                                      |  
|Benefit obligation at end of year              |  | 401.6                                 |   |  | 366.4                                |   |  | 799.4                                |   |  | 753.7                              |   |  | 195.6                                 |   |  | 213.8                                |  
|                                               |  |                                       |   |  |                                      |   |  |                                      |   |  |                                    |   |  |                                       |   |  |                                      |  
|Plan assets                                    |  |                                       |   |  |                                      |   |  |                                      |   |  |                                    |   |  |                                       |   |  |                                      |  
|Fair value of plan assets at end of prior year |  | 346.6                                 |   |  | 316.1                                |   |  | 466.1                                |   |  | 441.4                              |   |  |                                      |   |  |                                     |  
|Actual return on plan assets                   |  | 52.9                                  |   |  | 24.6                                 |   |  | 50.7                                 |   |  | 57.3                               |   |  |                                      |   |  |                                     |  
|Divestitures                                   |  | (1.7                                  | ) |  |                                     |   |  |                                     |   |  |                                   |   |  |                                      |   |  |                                     |  
|Settlements                                    |  | (0.9                                  | ) |  | (11.6                                | ) |  | (0.9                                 | ) |  | (5.9                               | ) |  |                                      |   |  |                                     |  
|Disbursements and benefits paid                |  | (15.7                                 | ) |  | (19.1                                | ) |  | (53.0                                | ) |  | (67.3                              | ) |  | (19.2                                 | ) |  | (21.0                                | )
|Company contributions                          |  | 8.4                                   |   |  | 13.1                                 |   |  | 73.1                                 |   |  | 36.0                               |   |  | 19.2                                  |   |  | 21.0                                 |  
|Contributions by participants                  |  | 0.2                                   |   |  | 0.2                                  |   |  | 0.2                                  |   |  | 0.2                                |   |  |                                      |   |  |                                     |  
|Foreign currency translation                   |  | (39.0                                 | ) |  | 23.3                                 |   |  | 0.3                                  |   |  | 4.4                                |   |  |                                      |   |  |                                     |  
|                                               |  |                                       |   |  |                                      |   |  |                                      |   |  |                                    |   |  |                                       |   |  |                                      |  
|Fair value of plan assets at end of year       |  | 350.8                                 |   |  | 346.6                                |   |  | 536.5                                |   |  | 466.1                              |   |  |                                      |   |  |                                     |  
|                                               |  |                                       |   |  |                                      |   |  |                                      |   |  |                                    |   |  |                                       |   |  |                                      |  



F-32



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



17. POST-RETIREMENT BENEFITS (CONTINUED)



|                                                                 |  |                                  |   |  |                                 |   |  |                                 |   |  |                               |   |  |                                  |   |  |                                 |  
|---------------------------------------------------------------- |  | -------------------------------- | - |  | ------------------------------- | - |  | ------------------------------- | - |  | ----------------------------- | - |  | -------------------------------- | - |  | ------------------------------- | -
|                                                                 |  | Pension benefits                 |   |  | Other benefits                  |  
|                                                                 |  | UK Plans                         |   |  | Non-UK Plans                    |   |  | All Plans                       |  
|                                                                 |  | As at December 31,2005 $ million |   |  | As at January 1, 2005 $ million |   |  | As atDecember 31,2005 $ million |   |  | As atJanuary 1,2005 $ million |   |  | As at December 31,2005 $ million |   |  | As at January 1, 2005 $ million |  
|Funded status-assets (less than)/in excess of benefit obligation |  | (50.8                            | ) |  | (19.7                           | ) |  | (262.9                          | ) |  | (287.6                        | ) |  | (195.6                           | ) |  | (213.8                          | )
|Contributions after measurement date                             |  | 1.4                              |   |  | 1.2                             |   |  | 4.2                             |   |  | 4.5                           |   |  | 4.4                              |   |  | 5.0                             |  
|Unrecognized net actuarial loss/(gain)                           |  | 70.9                             |   |  | 34.8                            |   |  | 248.3                           |   |  | 229.9                         |   |  | (55.1                            | ) |  | (56.6                           | )
|Unrecognized net (asset)/liability at transition                 |  | (0.4                             | ) |  | (1.8                            | ) |  | 4.7                             |   |  | 5.7                           |   |  |                                 |   |  |                                |  
|Unrecognized prior service cost                                  |  | 0.5                              |   |  | 1.0                             |   |  | 3.0                             |   |  | 2.6                           |   |  | (19.5                            | ) |  | (20.7                           | )
|                                                                 |  |                                  |   |  |                                 |   |  |                                 |   |  |                               |   |  |                                  |   |  |                                 |  
|Net amount recognized                                            |  | 21.6                             |   |  | 15.5                            |   |  | (2.7                            | ) |  | (44.9                         | ) |  | (265.8                           | ) |  | (286.1                          | )
|                                                                 |  |                                  |   |  |                                 |   |  |                                 |   |  |                               |   |  |                                  |   |  |                                 |  
|Amounts recognized in the consolidated balance sheet:            |  |                                  |   |  |                                 |   |  |                                 |   |  |                               |   |  |                                  |   |  |                                 |  
| Prepaid benefit cost                                           |  |                                 |   |  | 13.5                            |   |  | 1.6                             |   |  | 2.9                           |   |  |                                 |   |  |                                |  
| Accrued benefit liability                                      |  | (48.6                            | ) |  | (25.6                           | ) |  | (201.3                          | ) |  | (236.3                        | ) |  | (265.8                           | ) |  | (286.1                          | )
| Intangible asset                                               |  | 0.6                              |   |  | 0.9                             |   |  | 6.0                             |   |  | 6.4                           |   |  |                                 |   |  |                                |  
| Accumulated other comprehensive income                         |  | 69.6                             |   |  | 26.7                            |   |  | 191.0                           |   |  | 182.1                         |   |  |                                 |   |  |                                |  
|                                                                 |  |                                  |   |  |                                 |   |  |                                 |   |  |                               |   |  |                                  |   |  |                                 |  
|Net amount recognized                                            |  | 21.6                             |   |  | 15.5                            |   |  | (2.7                            | ) |  | (44.9                         | ) |  | (265.8                           | ) |  | (286.1                          | )
|                                                                 |  |                                  |   |  |                                 |   |  |                                 |   |  |                               |   |  |                                  |   |  |                                 |  



The accumulated benefit obligation for
all defined benefit pension plans was $1,133.9 million at December 31, 2005 and $1,058.6 million at January 1, 2005. The accumulated benefit obligation has been calculated in accordance with Approach 1 described in EITF 88-1
Determination of Vested Benefit Obligation for a Defined benefit Pension Plan.



During fiscal 2004, certain assets and liabilities of one of the Groups Japanese pension arrangements were transferred to the Japanese government. The value of liabilities transferred exceeded the amount of
assets transferred by $8.7 million. The impact of this government subsidy is reflected in the above figures.



|                                                                     |  |                                       |  |                                      |                |  |                                      |           |                                    |   |  |                                       |  |                                     
|-------------------------------------------------------------------- |  | ------------------------------------- |  | ------------------------------------ | -------------- |  | ------------------------------------ | --------- | ---------------------------------- | - |  | ------------------------------------- |  | ------------------------------------
|                                                                     |  | Pension benefits                      |  |                                      | Other benefits
|                                                                     |  | UK Plans                              |  |                                      | Non-UK Plans   |  |                                      | All Plans
|                                                                     |  | Year ended December 31,2005 $ million |  | Year ended January 1, 2005 $ million |                |  | Year endedDecember 31,2005 $ million |           | Year endedJanuary 1,2005 $ million |   |  | Year ended December 31,2005 $ million |  | Year ended January 1, 2005 $ million
|Increase in minimum liability included in other comprehensive income |  | 42.9                                  |  | (0.6                                 | )              |  | 8.9                                  |           | (13.1                              | ) |  | n/a                                   |  | n/a                                 



Information regarding pension plans in
which projected benefit obligations (inclusive of anticipated future compensation increases) and accumulated benefit obligations exceed plan assets:



|                               |  |                                  |   |  |                                 |   |  |                                 |   |  |                                 |  
|------------------------------ |  | -------------------------------- | - |  | ------------------------------- | - |  | ------------------------------- | - |  | ------------------------------- | -
|                               |  | UK Plans                         |   |  | Non-UK Plans                    |  
|                               |  | As at December 31,2005 $ million |   |  | As at January 1, 2005 $ million |   |  | As atDecember 31,2005 $ million |   |  | As at January 1, 2005 $ million |  
|Projected benefit obligation   |  | (370.9                           | ) |  | (140.1                          | ) |  | (797.7                          | ) |  | (737.4                          | )
|Accumulated benefit obligation |  | (363.8                           | ) |  | (134.6                          | ) |  | (738.2                          | ) |  | (687.0                          | )
|Fair value of plan assets      |  | 316.9                            |   |  | 112.9                           |   |  | 534.8                           |   |  | 452.3                           |  



The major assumptions used in valuing
year end pension and post-retirement plan obligations were as follows:



|                                                                                |  |                        |   |  |                       |   |  |                       |   |  |                     |   |  |                        |   |  |                       |  
|------------------------------------------------------------------------------- |  | ---------------------- | - |  | --------------------- | - |  | --------------------- | - |  | ------------------- | - |  | ---------------------- | - |  | --------------------- | -
|                                                                                |  | Pension benefits       |   |  | Other benefits        |  
|                                                                                |  | UK Plans               |   |  | Non-UK Plans          |   |  | All Plans             |  
|                                                                                |  | As at December 31,2005 |   |  | As at January 1, 2005 |   |  | As atDecember 31,2005 |   |  | As atJanuary 1,2005 |   |  | As at December 31,2005 |   |  | As at January 1, 2005 |  
|Weighted average assumptions used to determine benefit obligations at year end: |  |                        |   |  |                       |   |  |                       |   |  |                     |   |  |                        |   |  |                       |  
| Discount rate                                                                 |  | 5.00                   | % |  | 5.75                  | % |  | 5.34                  | % |  | 5.87                | % |  | 5.44                   | % |  | 6.00                  | %
| Rate of compensation increase                                                 |  | 4.00                   | % |  | 4.00                  | % |  | 5.39                  | % |  | 5.39                | % |  | n/a                    |   |  | n/a                   |  
| Ultimate medical trend rate                                                   |  | n/a                    |   |  | n/a                   |   |  | n/a                   |   |  | n/a                 |   |  | 4.18                   | % |  | 4.50                  | %



F-33



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



17. POST-RETIREMENT BENEFITS (CONTINUED)



Pension plan assets



Pension plan assets are invested in equity securities, bonds and other fixed income securities, money market instruments, and insurance
contracts. The Companys weighted-average worldwide actual asset allocations at December 31, 2005 and January 1, 2005 by asset category are as follows:



|                          |  |                        |   |  |                       |   |  |       |  
|------------------------- |  | ---------------------- | - |  | --------------------- | - |  | ----- | -
|                          |  | Plan assets            |   |  | Target allocation     |  
|                          |  | As at December 31,2005 |   |  | As at January 1, 2005 |   | 
|Asset category:           |  |                        |   |  |                       |   |  |       |  
| Equity securities       |  | 60                     | % |  | 61                    | % |  | 65-75 | %
| Fixed income securities |  | 35                     | % |  | 35                    | % |  | 27-33 | %
| Other assets            |  | 5                      | % |  | 4                     | % |  | 0-10  | %
|                          |  |                        |   |  |                       |   |  |       |  
|Total                     |  | 100                    | % |  | 100                   | % |  | 100   | %
|                          |  |                        |   |  |                       |   |  |       |  



The Companys investment strategy
for pension plan assets includes diversification to minimize interest and market risks. On December 1, 2005 the Tomkins North American Retirement Board redenominated existing fixed income assets in the US defined benefit pension plans amounting
to $152.0 million and entered into $308.0 million of US dollar denominated interest rate swaps with a combined average duration of 11.5 years. This has resulted in a hedge of the interest rate risk inherent in the accrued benefit obligation of the
plans, whereby future changes in the accrued benefit obligation arising from changes in the interest rate will be matched by equal and opposite movements in the value of the assets, protecting the deficit from future interest rate changes. In
general, the investment strategy for non-US plans does not involve the use of derivative financial instruments. Plan assets are re-balanced periodically to maintain target asset allocations. Maturities of investments are not necessarily related to
the timing of expected future benefit payments, but adequate liquidity to make immediate and medium term benefit payments is ensured.



Contributions



The Companys funding policy for its defined benefit plans is to contribute amounts determined annually on an actuarial basis to provide for current and future benefits in accordance with federal law and other
regulations. Post retirement health and life insurance benefits are funded as incurred. The Company expects to contribute approximately $69 million to its pension plans during fiscal 2006.



Benefit payments



The following benefit payments, which reflect expected future service as appropriate, are expected to be paid:



|              |  |                    |  |                        |  |                   
|------------- |  | ------------------ |  | ---------------------- |  | ------------------
|              |  | Pension Benefits   |  | Other Benefits        
|              |  | UK Plans $ million |  | Non-UK Plans $ million |  | All Plans$ million
|Fiscal years: |  |                    |  |                        |  |                   
| 2006        |  | 16.4               |  | 54.7                   |  | 20.1              
| 2007        |  | 17.2               |  | 54.0                   |  | 20.3              
| 2008        |  | 18.5               |  | 54.6                   |  | 20.5              
| 2009        |  | 18.4               |  | 55.2                   |  | 20.4              
| 2010        |  | 19.4               |  | 54.9                   |  | 20.2              
| 2011-2015   |  | 106.2              |  | 277.3                  |  | 93.0              



Health care cost trends and the
impact of the Medicare Prescription Act of 2003



The weighted average
annual rate of increase in the per-capita cost of covered benefits (i.e., health care cost trend rate) is assumed to be 8.68% for fiscal 2006, reducing gradually to 4.18% by fiscal 2011 and remaining at that level thereafter. A one percentage point
change in the assumed health care cost trend rate would have the following effects as of December 31, 2005:



|                                                 |  |                             |  |                            
|------------------------------------------------ |  | --------------------------- |  | ---------------------------
|                                                 |  | 1 % point increase$ million |  | 1 % point decrease$ million
|Effect on the total of service and interest cost |  | 1.1                         |  | 1.1                        
|Effect on the post retirement benefit obligation |  | 16.1                        |  | 15.6                       



In December 2003, the Medicare
Prescription Drug, Improvement and Modernization Act of 2003 (the Act) was signed into law. The Act introduced a plan sponsor subsidy based on a percentage of a beneficiarys annual prescription drug benefits, within defined limits,
and the opportunity for a retiree to obtain prescription drug benefits under Medicare.



In January 2004, the FASB issued Staff Position FAS 106-1, Accounting and Disclosure Requirements related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act, or FSP FAS
106-1). FSP FAS 106-1 allows for current recognition or a one-time deferral of the effects of the Act. The deferral suspends the application of the measurement requirements of SFAS106 Employers Accounting for Postretirement
Benefits Other Than Pensions, and it revised the disclosure requirements of SFAS 132 Employers Disclosures about Pensions and Other Postretirement Benefits for pensions and other post retirement plans for the effects of the
Act. In May 2004, the FASB issued Staff Position FAS 106-2, Accounting and Disclosure Requirements related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act, or FSP FAS 106-2), which
supercedes FSP FAS 106-1 and provides guidance on the accounting for the effects of the Act and requires employers that sponsor post retirement healthcare plans that provide prescription drug benefits to provide certain disclosures regarding the
effect of the federal subsidy included in the Act. FSP FAS 106-2 was effective for the first interim or annual period beginning after June 15, 2004 and did not have a material impact on the Companys results of operations, cash flows or
financial position.



F-34



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



18. SHARE- BASED COMPENSATION



A. Background



The Company operates a number of share-based compensation plans to provide incentives to its senior management and other eligible employees.
Details of the plans in respect of which options and awards were outstanding as at December 31, 2005 are set out below.



The Company adopted SFAS123R Share-Based Payment using the modified prospective method with an effective date of January 2, 2005. Prior to adopting
SFAS123R, the Company accounted for share-based based compensation using the intrinsic value method prescribed in APB25 Accounting for Stock Issued to Employees. The Companys financial statements for fiscal 2004 and fiscal 2003
have not been restated to reflect the adoption of SFAS123R. Pro-forma information on the effect on the Companys net income and net income per common share for fiscal 2004 and fiscal 2003 had the Company previously accounted for share-based
compensation using the fair value method prescribed in SFAS123 Accounting for Stock-Based Compensation is presented in Note 2.



Under SFAS 123, the Company recognized the effect of forfeitures due to failure to satisfy service conditions or non-market performance conditions when they occurred.
Under SFAS 123R, the Company adjusts the compensation expense recognized in each period to reflect actual and expected forfeitures. The cumulative effect of this change of accounting policy as at January 1, 2005 was not material.



The compensation expense recognized in income and the related income tax benefit in respect
of share- based compensation plans was as follows:



|                              |  |                                      |  |                                    |   |  |                                     |  
|----------------------------- |  | ------------------------------------ |  | ---------------------------------- | - |  | ----------------------------------- | -
|                              |  | Year endedDecember 31,2005 $ million |  | Year endedJanuary 1,2005 $ million |   |  | Year endedJanuary 3, 2004 $ million |  
|Equity-settled awards:        |  |                                      |  |                                    |   |  |                                     |  
| Share options               |  | 9.8                                  |  | 0.6                                |   |  | 7.2                                 |  
| Other equity-settled awards |  | 5.6                                  |  | 3.7                                |   |  | 1.1                                 |  
|                              |  |                                      |  |                                    |   |  |                                     |  
|                              |  | 15.4                                 |  | 4.3                                |   |  | 8.3                                 |  
|Cash-settled awards           |  | 1.1                                  |  | 2.3                                |   |  | 2.3                                 |  
|                              |  |                                      |  |                                    |   |  |                                     |  
|Total compensation expense    |  | 16.5                                 |  | 6.6                                |   |  | 10.6                                |  
|Income tax benefit            |  |                                     |  | (2.4                               | ) |  | (3.4                                | )
|                              |  |                                      |  |                                    |   |  |                                     |  
|Effect on net income          |  | 16.5                                 |  | 4.2                                |   |  | 7.2                                 |  
|                              |  |                                      |  |                                    |   |  |                                     |  



B. Share options



Following a review by management in fiscal 2004, it was decided that the Companys
executive share option plans would not be renewed when they lapsed for the purposes of new grants in May 2005. Accordingly, no new options were granted under these plans during fiscal 2005. Options will continue to be granted from time to time under
the Tomkins 2005 Sharesave Scheme, a savings related share option plan which is open to employees who are resident for tax purposes in the United Kingdom. Options granted under the Tomkins 2005 Sharesave Scheme generally vest on the fifth
anniversary of the grant date and expire if they are not exercised within six months of the vesting date.



Details of the share option plans that are closed for the purposes of new grants but under which options were outstanding as at December 31, 2005 are as follows:



TOMKINS EXECUTIVE SHARE OPTION SCHEME NO.3 (ESOS 3) AND THE TOMKINS EXECUTIVE
SHARE OPTION SCHEME NO. 4 (ESOS 4)



Options granted under
ESOS3 and ESOS4 cannot generally be exercised until the third anniversary of the date of grant and until the performance condition has been satisfied. The performance condition will be achieved if the rate of increase of the Companys earnings
per share exceeds the growth in the United Kingdom Retail Prices Index by an average of 2 per cent per annum over any three-year period after the option is granted based on a simple arithmetic calculation that is made annually when the
Companys results are known. In any event, options granted under these plans generally expire if they are not exercised by the tenth anniversary of the grant date.



TOMKINS PREMIUM PRICED OPTION



The Tomkins Premium Priced Option was an option specifically and solely granted to James Nicol as part of the incentive package to attract
him to the Company. It consists of a non-transferable option to acquire 5,076,142 shares granted on February 11, 2002. The price per share payable on the exercise of the option will be 338 cents in respect of 2,538,072 shares (A option
shares), 474 cents in respect of 1,522,842 shares (B option shares) and 592 cents in respect of 1,015,228 shares (C option shares). No performance conditions attached to these options. The options vested as to one-third
of A, B and C option shares on February 18, 2003, one-third of A, B and C option shares on February 18, 2004 and as to one-third of A, B and C option shares on February 18, 2005. The option will expire on February 11, 2012 or
earlier in certain circumstances.



ONGOING
OPTION



The Ongoing Option was also an option specifically and solely granted
to James Nicol on February 11, 2002, as part of the incentive package to attract him to the Company. It consisted of a non-transferable option to acquire 1,522,842 shares at 338 cents, which could not be exercised before February 18, 2005
and unless and until the performance condition has been satisfied or waived. The performance condition will be achieved if, on or after the third anniversary of the date of grant, the rate of increase of the Companys earnings per share over
any three-year period is equal to or greater than the rate of increase of the United Kingdom Retail Prices Index plus 9 per cent. The performance condition may be waived or amended by the Remuneration Committee. If there is a change of control
of the Company then the option is exercisable immediately regardless of whether the performance condition is satisfied. The option will expire on February 11, 2012 or earlier in certain circumstances. As at December 31, 2005, the option
had not vested because the performance condition had not been met.



F-35



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



18. SHARE-BASED COMPENSATION (CONTINUED)



TOMKINS SAVINGS RELATED SHARE OPTION SCHEME NO. 2



The Tomkins Savings Related Share Option Scheme No.2 was open to employees
who are resident for tax purposes in the United Kingdom. Options granted under this plan generally vest on the fifth anniversary of the grant date and expire if they are not exercised within six months of the vesting date. During fiscal 2005, this
plan expired for the purposes of new grants and was replaced with The Tomkins 2005 Sharesave Scheme.



Changes in the total number of options outstanding during the period were as follows:



|                                    |  |               |   |  |                                     
|----------------------------------- |  | ------------- | - |  | ------------------------------------
|                                    |  | OptionsNumber |   |  | Weighted average exercise priceCents
|Outstanding as at January 1, 2005   |  | 30,333,766    |   |  | 429.37                              
|Granted during the period           |  | 419,297       |   |  | 396.53                              
|Forfeited during the period         |  | (1,197,190    | ) |  | 389.99                              
|Exercised during the period         |  | (175,884      | ) |  | 435.67                              
|Expired during the period           |  | (950,857      | ) |  | 596.97                              
|                                    |  |               |   |  |                                     
|Outstanding as at December 31, 2005 |  | 28,429,132    |   |  | 424.90                              
|                                    |  |               |   |  |                                     
|Exercisable as at December 31, 2005 |  | 5,079,142     |   |  | 454.53                              
|                                    |  |               |   |  |                                     



Options that were exercisable as at
December 31, 2005 had a total intrinsic value of $4.3 million and a weighted average remaining contractual term of 6.1 years.



The Company expects to recognize an aggregate compensation expense of $8.2 million in respect of options that were not exercisable as at December 31, 2005 over their
weighted average remaining period to vesting of 1.1 years.



During fiscal 2005,
the Company received $0.7million (fiscal 2004: $2.2 million; fiscal 2003: $1.1 million) in cash from the exercise of share options whose total intrinsic value was $0.1 million (fiscal 2004: $0.9 million; fiscal 2003: $0.1 million). The tax benefit
realized by the Company on the exercise of these options was $nil (fiscal 2004: $0.3 million; fiscal 2003: $nil).



The compensation expense recognized in respect of share options is based on their fair value at the grant date calculated using the Black-Scholes option-pricing model.



Assumptions made in calculating the fair values of options granted were as
follows:



|                              |  |                            |   |  |                          |   |  |                           |  
|----------------------------- |  | -------------------------- | - |  | ------------------------ | - |  | ------------------------- | -
|                              |  | Year endedDecember 31,2005 |   |  | Year endedJanuary 1,2005 |   |  | Year endedJanuary 3, 2004 |  
|Options granted               |  | 419,297                    |   |  | 6,853,762                |   |  | 9,721,456                 |  
|Weighted average fair value   |  | 158.39c                    |   |  | 128.13c                  |   |  | 92.99c                    |  
|                              |  |                            |  
|Weighted average assumptions: |  |                            |   |  |                          |   |  |                           |  
| Share price                 |  | 495.66c                    |   |  | 457.03c                  |   |  | 389.04c                   |  
| Exercise price              |  | 396.53c                    |   |  | 436.43c                  |   |  | 389.04c                   |  
| Expected volatility         |  | 30.46                      | % |  | 31.50                    | % |  | 31.50                     | %
| Expected term               |  | 5.25 years                 |   |  | 5.83 years               |   |  | 6.0 years                 |  
| Risk free interest rate     |  | 3.84                       | % |  | 4.51                     | % |  | 4.43                      | %
| Expected dividends          |  | 22.88c                     |   |  | 21.91c                   |   |  | 19.57c                    |  



Expected volatility was determined
based on the historical volatility of the market price of the Companys ordinary shares over the period since May 2001 when, following a period of significant de-merger activity, the Company was re-focused on its remaining core businesses.
Adjustments have been made to the expected term used in the model to reflect the effects of non-transferability, exercise restrictions and behavioral considerations, where available based on historical experience of similar awards.



C. OTHER EQUITY-SETTLED AWARDS



Details of the other equity-settled plans operated by the Company under which awards were
outstanding as at December 31, 2005 are as follows:



ANNUAL BONUS INCENTIVE PLAN



The
Companys executive Directors and other senior executives participate in the Annual Bonus Incentive Plan (ABIP). Each participant in the plan receives a percentage of bonusable profit of the business for which he or she
has responsibility. Bonusable profit is based on operating profit less a charge for tax and a charge for invested capital. Bonusable profit may also be adjusted for restructuring costs and, with the approval of the Remuneration Committee, certain
other items such as gains or losses on the disposal and exit of businesses.



Senior participants receive the their bonus as to four-sevenths in cash, one-seventh in bonus shares and two-sevenths in deferred shares. Other participants receive their bonus as to three-quarters in cash, one-twelfth in bonus shares and
one-sixth in deferred shares. Bonuses are paid at the end of June, September and December based on 75 per cent of the bonus earned to the end of the previous quarter, with the balance of the full entitlement to the bonus for the fiscal year
paid at the end of March following the fiscal year-end.



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CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



18. SHARE-BASED COMPENSATION (CONTINUED)



Bonus shares are restricted and vest only after a period of three years after the initial
bonus award. Dividends are paid on the bonus shares. Deferred shares are awarded at the time of the initial bonus award but the vesting of the shares is conditional on continued employment with the Company for three years after the award. Dividends
are not paid on the deferred shares until they have vested.



As a condition of
continued participation in the Plan, senior participants are required to hold shares with a purchase cost equivalent to one years total after-tax remuneration including bonus, based on an average of the previous three years. Other participants
are required to hold shares with a purchase cost equivalent to one half of one years total after-tax remuneration including bonus, based on an average of the previous three years.



SHARE MATCHING SCHEME



The Tomkins Share Matching Scheme (SMS) was related to The Tomkins Restricted Share Plan (RSP) which closed for the
purposes of new grants in fiscal 2000/01. The RSP required participants either to take an element of their annual bonus in the form of restricted shares, or to acquire further shares in the Company using cash bonuses already paid to them. Awards
made under the RSP were subject to forfeiture if the participant left the Company before the third anniversary of the grant date. In the event that restricted shares vested under the RSP, the SMS provided for up to two conditional matching awards.
Each matching award was for the number of shares that had vested under the RSP with proportionate reductions in the event that the participant disposed of any shares that had vested under the RSP. The first matching award under the SMS was subject
to forfeiture if the participant left the Company before the second anniversary of the grant date. The second matching award was made when the first matching award vested and was subject to forfeiture if the participant left the Company before the
second anniversary of the grant date. The final grant under the SMS was made during fiscal 2005 and the plan is now closed for the purposes of new grants.



Changes in the total number of awards outstanding under these plans during fiscal 2005 were as follows:



|                                    |  |              |   |  |                                            
|----------------------------------- |  | ------------ | - |  | -------------------------------------------
|                                    |  | AwardsNumber |   |  | Weighted average grant date fair valueCents
|Outstanding as at January 1, 2005   |  | 1,889,075    |   |  | 469.83                                     
|Granted during the period           |  | 1,426,367    |   |  | 296.72                                     
|Forfeited during the period         |  | (18,701      | ) |  | 487.25                                     
|Vested during the period            |  | (73,744      | ) |  | 463.16                                     
|                                    |  |              |   |  |                                            
|Outstanding as at December 31, 2005 |  | 3,222,997    |   |  | 468.10                                     
|                                    |  |              |   |  |                                            



During fiscal 2005, awards were made
over 1,415,047 ordinary shares under ABIP and matching awards were made over 11,320 ordinary shares under the SMS.



The Company expects to recognize an aggregate compensation expense of $4.6 million in respect of awards that had not vested as at December 31, 2005 over their
weighted average remaining period to vesting of 1.6 years.



The total intrinsic
value of awards that vested under these plans during fiscal 2005 was $nil (fiscal 2004: $2.9 million; fiscal 2003: $0.9 million). The tax benefit realized by the Company on the vesting of these awards was $nil (fiscal 2004: $1.0 million; fiscal
2003: $0.3 million).



The fair value of awards made under these plans is
measured based on the market price of the Companys ordinary shares on the date of the award. Where the awards do not attract dividends during the vesting period, the market price is reduced by the present value of the dividends expected to be
paid during the expected life of the awards.



D. Cash-settled awards



DEFERRED MATCHING SHARE PURCHASE PLAN



The Deferred Matching Share Purchase Plan was introduced for James Nicol as
part of the incentive package to attract him to the Company. Under this plan 3,045,684 ordinary shares (Matching Shares) were awarded on February 11, 2002 following the purchase by Mr Nicol of 1,015,228 ordinary shares. After three
years from February 18, 2002 (or earlier in certain circumstances), the award was to vest in respect of 1,015,228 Matching Shares and the remaining 2,030,456 Matching Shares were to vest to the extent that, for every 1 penny the highest market
price of the Companys ordinary shares sustained over a five-day period during the six-month period ended February 18, 2005 exceeded 197 pence, being the market price on February 18, 2002, Mr Nicol was entitled to receive 5,153
shares. In the event, the market price achieved under the terms of the plan was 285.25 pence and of the 2,030,456 Matching Shares, 454,752 vested and the balance lapsed.



Under the terms of his contract, Mr Nicol was entitled to elect to receive a cash payment in lieu of shares and for this reason this plan
was classified as a cash-settled transaction. As at January 1, 2005, the Company recognized a liability of $6.9 million in respect of the plan. During fiscal 2005, the Company recognized a compensation expense of $1.1 million in respect of the
plan (fiscal 2004: $2.3 million; fiscal 2003: $2.3 million).



In the event, Mr
Nicol elected to receive cash and was paid $8.0 million (subject to statutory deductions) in settlement on February 28, 2005. The tax benefit realized by the Company on the vesting of this award was $0.9 million.



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



19. CAPITAL LEASES



Future minimum lease payments under capital leases that had initial or remaining
non-cancellable lease terms in excess of one year as at December 31, 2005 were as follows:



|                        |  |           |  
|----------------------- |  | --------- | -
|                        |  | $ million |  
|Fiscal year:            |  |           |  
| 2006                  |  | 4.6       |  
| 2007                  |  | 4.1       |  
| 2008                  |  | 3.6       |  
| 2009                  |  | 2.7       |  
| 2010                  |  | 2.6       |  
| Thereafter            |  | 11.0      |  
|                        |  |           |  
|Total minimum payments  |  | 28.6      |  
|Less: Future interest   |  | (7.4      | )
|                        |  |           |  
|Total principal payable |  | 21.2      |  
|                        |  |           |  



20. COMMITMENTS UNDER OPERATING
LEASES



Future minimum lease payments under operating leases that had
initial or remaining non-cancellable lease terms in excess of one year as at December 31, 2005 were as follows:



|                       |  |          
|---------------------- |  | ---------
|                       |  | $ million
|Fiscal year:           |  |          
| 2006                 |  | 35.7     
| 2007                 |  | 28.3     
| 2008                 |  | 26.6     
| 2009                 |  | 22.0     
| 2010                 |  | 19.9     
| Thereafter           |  | 81.2     
|                       |  |          
|Total minimum payments |  | 213.7    
|                       |  |          



The
rental expense recognized in respect of assets held under operating leases was as follows:



|                                     |  |                                      |  |                                   |  |                                   
|------------------------------------ |  | ------------------------------------ |  | --------------------------------- |  | ----------------------------------
|                                     |  | Year endedDecember 31,2005 $ million |  | Year endedJanuary 1,2005 $million |  | Year endedJanuary 3, 2004 $million
|Land and buildings                   |  | 26.7                                 |  | 26.5                              |  | 20.4                              
|Plant and machinery                  |  | 10.9                                 |  | 12.8                              |  | 15.2                              
|                                     |  |                                      |  |                                   |  |                                   
|Total operating lease rental expense |  | 37.6                                 |  | 39.3                              |  | 35.6                              
|                                     |  |                                      |  |                                   |  |                                   



21. CONTINGENCIES



The Company is, from time to time, party to legal proceedings and claims, which arise in
the ordinary course of business. The Directors do not anticipate that the outcome of any of the above proceedings and claims, either individually or in aggregate, will have a material adverse effect upon the Groups financial position.



22. RESTRUCTURING



The Company defines restructuring expenses to include charges incurred with respect to exit
or disposal activities accounted for in accordance with SFAS 146 Accounting for Costs Associated with Exit or Disposal Activities, employee severance costs incurred as a result of an exit or disposal activity accounted for in accordance
with SFAS 88 Employers Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits and SFAS 112 Employers Accounting for Postemployment Benefits, and pension and other
post employment benefit costs incurred as a result of an exit or disposal activity accounted for in accordance with SFAS 87 Employers Accounting for Pensions and SFAS 106 Employers Accounting for Postretirement Benefits
Other Than Pensions.



The Company has undertaken various restructuring
activities to streamline its operations, consolidate and take advantage of available capacity and resources, and ultimately achieve net cost reductions. Restructuring activities include efforts to integrate and rationalize the Companys
businesses and to relocate manufacturing operations to lower cost markets.



F-38



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



22. RESTRUCTURING (CONTINUED)



During fiscal 2005 there were $39.0 million of restructuring costs charged to the
consolidated income statement compared with $34.1 million in fiscal 2004. Provisions for restructuring costs were as follows:



|                                |  |                            |   |  |                                   |   |  |                       |   |  |                 |  
|------------------------------- |  | -------------------------- | - |  | --------------------------------- | - |  | --------------------- | - |  | --------------- | -
|                                |  | Employee related $ million |   |  | Fixed asset write-downs $ million |   |  | Other costs $ million |   |  | Total $ million |  
|Balance as at December 31, 2002 |  | 20.2                       |   |  |                                  |   |  | 10.9                  |   |  | 31.1            |  
|Cash expenditure                |  | (23.0                      | ) |  |                                  |   |  | (16.2                 | ) |  | (39.2           | )
|Non-cash expenditure            |  |                           |   |  | (6.8                              | ) |  | (3.9                  | ) |  | (10.7           | )
|Charged to income               |  | 14.1                       |   |  | 6.8                               |   |  | 17.1                  |   |  | 38.0            |  
|Foreign currency translation    |  | 0.2                        |   |  |                                  |   |  |                      |   |  | 0.2             |  
|                                |  |                            |   |  |                                   |   |  |                       |   |  |                 |  
|Balance as at January 3, 2004   |  | 11.5                       |   |  |                                  |   |  | 7.9                   |   |  | 19.4            |  
|Cash expenditure                |  | (7.6                       | ) |  |                                  |   |  | (23.5                 | ) |  | (31.1           | )
|Non-cash expenditure            |  |                           |   |  | (9.0                              | ) |  | (1.4                  | ) |  | (10.4           | )
|Charged to income               |  | 6.2                        |   |  | 9.0                               |   |  | 18.9                  |   |  | 34.1            |  
|Foreign currency translation    |  | 0.1                        |   |  |                                  |   |  |                      |   |  | 0.1             |  
|                                |  |                            |   |  |                                   |   |  |                       |   |  |                 |  
|Balance as at January 1, 2005   |  | 10.2                       |   |  |                                  |   |  | 1.9                   |   |  | 12.1            |  
|Cash expenditure                |  | (7.5                       | ) |  |                                  |   |  | (11.9                 | ) |  | (19.4           | )
|Non-cash expenditure            |  |                           |   |  | (8.0                              | ) |  | (7.9                  | ) |  | (15.9           | )
|Charged to income               |  | 10.1                       |   |  | 8.0                               |   |  | 20.9                  |   |  | 39.0            |  
|Foreign currency translation    |  | (0.7                       | ) |  |                                  |   |  | (0.2                  | ) |  | (0.9            | )
|                                |  |                            |   |  |                                   |   |  |                       |   |  |                 |  
|Balance as at December 31, 2005 |  | 12.1                       |   |  |                                  |   |  | 2.8                   |   |  | 14.9            |  
|                                |  |                            |   |  |                                   |   |  |                       |   |  |                 |  



INDUSTRIAL & AUTOMOTIVE



The loss of a local major customer
and uncompetitive labor costs resulted in the decision to announce the closure of the Companys curved hose production plant in Nowra, Australia. The plant will close in July 2006 allowing time to honor current customer commitments. Due to
continued losses, Wipers announced its intention to transfer the remaining manufacturing capability from the Wiper Systems plant in Pontypool, Wales to more cost competitive locations. The transfer will complete in the first half of fiscal 2006.
Taken together, these projects will result in the termination of 362 employees in fiscal 2006.



AIR SYSTEMS COMPONENTS



In Air Systems Components, a number of plant rationalizations occurred with the closure of the Tabor City and Englewood facilities and the transfer of production to lower
cost facilities.



Segmental analysis of income statement expense:



|                                |  |                                     |   |  |                                    |  |                                   
|------------------------------- |  | ----------------------------------- | - |  | ---------------------------------- |  | ----------------------------------
|                                |  | Year endedDecember 31,2005$ million |   |  | Year endedJanuary 1, 2005$ million |  | Year endedJanuary 3, 2004$ million
|Industrial & Automotive:        |  |                                     |   |  |                                    |  |                                   
| Power Transmission            |  | 1.9                                 |   |  | 8.6                                |  | 13.1                              
| Fluid Power                   |  | (1.6                                | ) |  | 1.8                                |  | 0.3                               
| Wipers                        |  | 29.9                                |   |  | 8.9                                |  | 14.3                              
| Fluid Systems                 |  | 0.7                                 |   |  | 4.7                                |  |                                  
| Other Industrial & Automotive |  | 3.0                                 |   |  | 5.2                                |  | 2.6                               
|                                |  |                                     |   |  |                                    |  |                                   
|                                |  | 33.9                                |   |  | 29.2                               |  | 30.3                              
|                                |  |                                     |   |  |                                    |  |                                   
|Building Products:              |  |                                     |   |  |                                    |  |                                   
| Air Systems Components        |  | 5.2                                 |   |  | 1.8                                |  | 6.6                               
| Other Building Products       |  | (0.1                                | ) |  | 3.1                                |  | 1.1                               
|                                |  |                                     |   |  |                                    |  |                                   
|                                |  | 5.1                                 |   |  | 4.9                                |  | 7.7                               
|                                |  |                                     |   |  |                                    |  |                                   
|                                |  | 39.0                                |   |  | 34.1                               |  | 38.0                              
|                                |  |                                     |   |  |                                    |  |                                   



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



22. RESTRUCTURING (CONTINUED)



Segmental analysis of restructuring provisions:



|                                |  |                                |  |                               |  |                              
|------------------------------- |  | ------------------------------ |  | ----------------------------- |  | -----------------------------
|                                |  | As atDecember 31,2005$ million |  | As atJanuary 1, 2005$ million |  | As atJanuary 3, 2004$ million
|Industrial & Automotive:        |  |                                |  |                               |  |                              
| Power Transmission            |  | 2.0                            |  | 0.4                           |  | 3.3                          
| Fluid Power                   |  |                               |  | 2.4                           |  | 4.3                          
| Wipers                        |  | 6.7                            |  | 2.3                           |  | 4.9                          
| Fluid Systems                 |  |                               |  | 0.9                           |  |                             
| Other Industrial & Automotive |  | 2.0                            |  | 1.1                           |  | 1.6                          
|                                |  |                                |  |                               |  |                              
|                                |  | 10.7                           |  | 7.1                           |  | 14.1                         
|                                |  |                                |  |                               |  |                              
|Building Products:              |  |                                |  |                               |  |                              
| Air Systems Components        |  | 4.2                            |  | 4.5                           |  | 5.2                          
| Other Building Products       |  |                               |  | 0.5                           |  | 0.1                          
|                                |  |                                |  |                               |  |                              
|                                |  | 4.2                            |  | 5.0                           |  | 5.3                          
|                                |  |                                |  |                               |  |                              
|                                |  | 14.9                           |  | 12.1                          |  | 19.4                         
|                                |  |                                |  |                               |  |                              



As at December 31, 2005, the
Company expected to recognize further expenses in relation to ongoing restructurings amounting to $11.3 million, all of which will be incurred in fiscal 2006.



23. CAPITAL STRUCTURE



The Companys issued share capital comprises ordinary shares of 5p each (common shares) and convertible cumulative preference shares of $50 each
(preferred shares).



PREFERRED
SHARES



The preferred shares were issued on terms that they could be converted
at any time, at the shareholders option, into fully paid common shares of the Company on the basis of 9.77 common shares for every preferred share so converted. At the date of issue, the conversion terms of the preferred shares were equivalent
to a price of 334p per common share.



The Company has the option, at any
time when the total amount of the preferred shares issued and outstanding is less than 10% of the amount originally issued and in any event on or after July 29, 2006 to redeem, in the first case, all but not some only and, in the second case,
all or any of the preferred shares which remain issued and outstanding at that time. As at December 31, 2005, the company was unable to redeem the preferred shares.



Until such time as the preferred shares are converted or redeemed, the holders of the preferred shares have a right to receive dividends at
an annual rate of 5.560 per cent in preference to the holders of the Companys common shares.



The holders of the preferred shares are entitled to vote at a general meeting of the Company where, on a show of hands, each holder will have one vote and, on a poll, each holder will have one vote in respect of every
seven fully paid common shares to which the holder would be entitled on the full exercise of his conversion rights, except if two or more consecutive quarterly dividends are in arrears whereupon, on a poll, each holder shall have one vote in respect
of every fully paid common share to which the holder would be entitled on the full exercise of his conversion rights and such voting rights would continue until such time as any arrears of dividends have been paid in full.



On a return of assets on liquidation or otherwise, other than on redemption or repurchase of
the preferred shares, the assets of the Company available to shareholders will be applied first in repaying the capital paid up or credited as paid up in respect of the preferred shares together with all arrears and accruals of dividends to the
holders of the preferred shares and any other classes of shares ranking pari passu as to capital with the preferred shares.



RESTRICTED RESERVES



Under United Kingdom law, there is a concept of a capital redemption reserve. In the event that the Company purchases its own shares, in certain circumstances it is
required to transfer an amount equivalent to the nominal value of the shares purchased to the capital redemption reserve in order to maintain the capital of the Company. The capital redemption reserve is a restricted reserve, as it cannot be
distributed to shareholders. On August 26, 2003, the Company redeemed all of its outstanding Redeemable convertible cumulative preference shares of $50 each and transferred $621.9 million to the capital redemption reserve. In fiscal 2003, the
Company recognized a gain of $17.4 million on redemption of the Redeemable convertible cumulative preference shares in comprehensive income.



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##### Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH US GAAP

Notes to the financial statements

continued



24. RELATED PARTY TRANSACTIONS



During the period, the Group purchased aviation services under an agreement with IGC, LLC
and GForce Aviation, LLC. IGC, LLC was wholly-owned by Mr C C Gates until his death on August 28, 2005, when ownership passed to the Gates family. Mr Gates had and Gates family members have an interest in the Companys preferred shares.
The agreement was entered into on an arms length basis and the services provided are used strictly for corporate travel to the Companys diverse locations within North America and only if there is no lower cost alternative available to
the Companys employees. The agreement permits the Company to purchase an unlimited number of aircraft flying hours at the rate of $1,950 per flying hour, plus $1,300 per day crew, plus $1,800 per month to cover insurance costs. During fiscal
2005, the Company recognized an expense of $147,870 (fiscal 2004: $145,705) in respect of these services. As at December 31, 2005, an amount of $2,100 (January 1, 2005: $1,700) due to IGC, LLC was included in trade payables.



There are no further transactions or proposed transactions with related parties that are
material to the Company or to a related party.



25. ALLOWANCE FOR DOUBTFUL
ACCOUNTS



The movements in the allowance for doubtful accounts are as
follows:



|                                       |  |                                     |   |  |                                    |   |  |                                    |  
|-------------------------------------- |  | ----------------------------------- | - |  | ---------------------------------- | - |  | ---------------------------------- | -
|                                       |  | Year endedDecember 31,2005$ million |   |  | Year endedJanuary 1, 2005$ million |   |  | Year endedJanuary 3, 2004$ million |  
|Balance at the beginning of the period |  | 11.7                                |   |  | 15.8                               |   |  | 16.7                               |  
|Charged to income                      |  | 5.4                                 |   |  | 1.3                                |   |  | 0.7                                |  
|Additions charged to other accounts *  |  | (1.3                                | ) |  | (1.3                               | ) |  | (1.0                               | )
|Utilized                               |  | (1.6                                | ) |  | (4.9                               | ) |  | (2.3                               | )
|Foreign currency translation           |  | (0.7                                | ) |  | 0.8                                |   |  | 1.7                                |  
|                                       |  |                                     |   |  |                                    |   |  |                                    |  
|Balance at the end of the period       |  | 13.5                                |   |  | 11.7                               |   |  | 15.8                               |  
|                                       |  |                                     |   |  |                                    |   |  |                                    |  

---

|* | Includes the currency retranslation of opening balances and movements arising from the acquisition and disposal of subsidiaries.
|- | --------------------------------------------------------------------------------------------------------------------------------



26. SUBSEQUENT EVENTS



On March 1, 2006, the Company completed the acquisition of 100% of the issued stock of Selkirk Americas, L.P. (Selkirk) for
a provisional consideration of $124.4 million. Selkirk is a manufacturer of chimney, venting and air distribution products for commercial and residential applications and it will be integrated into the Companys Air Systems Components business
segment. Selkirk is headquartered in the United States of America and has manufacturing facilities in the United States of America, Canada and Mexico.



On March 2, 2006, the Company announced that it had received conversion notices in respect of an aggregate of 7,800,000 Convertible cumulative preference shares of
US$50 each (preferred shares) held by B-C Management LLC as nominee for Bear Creek Inc., a corporate trustee administering certain Gates family trusts, and The Gates Family Foundation who together controlled approximately 99.15% of the
preferred shares in issue. The preferred shares were converted into 76,205,998 fully paid ordinary shares of 5p each (common shares) on March 9, 2006. Based on the Companys issued share capital as at March 2, 2006, the
number of issued common shares increased from 777,431,246 to 853,637,244 following the conversion and 2,656,912 preferred shares remained in issue.



F-41



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##### Table of Contents

Signature



Tomkins plc hereby certifies that it meets all of the requirements for filing on Form 20-F, and that it has duly caused and authorized the undersigned to sign this Annual
Report on its behalf.



TOMKINS plc/s/ Kenneth LeverBy: Kenneth LeverChief Financial Officer




May 15, 2006



---

##### Table of Contents

Exhibit Index



|     |  |                                                                                                                                                                                                         
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1  |  | Memorandum and Articles of Association of the Company.(4)                                                                                                                                               
|     | 
|4.1  |  | The rules of the Tomkins Executive Share Option Scheme No. 3.(1)                                                                                                                                        
|     | 
|4.2  |  | The rules of the Tomkins Executive Share Option Scheme No. 4.(1)                                                                                                                                        
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|4.3  |  | Service Agreement, dated February 11, 2002 between Tomkins plc and James Nicol(2)                                                                                                                       
|     | 
|4.4  |  | Support Agreement, dated April, 29, 2003, between Tomkins plc, 2023103 Ontario Inc., and Stackpole Limited.(3)                                                                                          
|     | 
|4.5  |  | Lock-up Agreement, dated April 29, 2003, between The Stackpole Corporation, Tomkins plc, and 2023103 Ontario Inc.(3)                                                                                    
|     | 
|4.6  |  | Third Supplemental Trust Deed relating to the £750,000,000 Euro Medium Term Note Programme dated August 28, 2003.(4)                                                                                    
|     | 
|4.7  |  | Facility Agreement relating to the £400,000,000 multicurrency revolving credit agreement dated February 9, 2004.(4)                                                                                     
|     | 
|4.8  |  | The rules of the Tomkins 2005 Sharesave Scheme(5)                                                                                                                                                       
|     | 
|8.1  |  | List of subsidiaries of the Company*.                                                                                                                                                                   
|     | 
|12.1 |  | Certification of CEO pursuant to Rule 13 (a)  14(a) of the Securities Exchange Act of 1934*                                                                                                            
|     | 
|12.2 |  | Certification of CFO pursuant to Rule 13 (a)  14(a) of the Securities Exchange Act of 1934*                                                                                                            
|     | 
|13.1 |  | Certification of CEO and CFO pursuant to Rule 13(a)  14 (b) of the Securities and Exchange act of 1934 and 18 USC. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002*.

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|(1) | Incorporated by reference to the Companys Annual Report on Form 20-F for the fiscal year ended April 30, 2001.
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|(2) | Incorporated by reference to the Companys Annual Report on Form 20-F for the fiscal year ended April 30, 2002.
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|(3) | Incorporated by reference to the Companys Transition Report on Form 20-F for the eight months ended December 31, 2002.
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|(4) | Incorporated by reference to the Companys Annual Report on Form 20-F for the fiscal year ended January 3, 2004.
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|(5) | Incorporated by reference to the Companys Annual Report on Form 20-F for the fiscal year ended January 1, 2005.
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|* | Filed herewith.
|- | ---------------