accelerating future growth
tomkins plc report  accounts 2003 tomkins is a worldclass global engineering 
and manufacturing group with market and
technical leadership across its three businesses
industrial  automotive air systems components
and engineered  construction products
in this year of transition we have refocused 
our company to accelerate future growth 
and profitability
contents
1 financial highlights 
2 chairman’s statement 
3 chief executive’s statement 
7 business overview
8 operating review 
12 financial review
18 managing for value
19 board of directors 
20 corporate social 
responsibility report
24 directors’ report
26 internal control
27 corporate governance report
31 remuneration 
committee report
38 independent auditors’ report
39 pro forma consolidated proﬁt 
and loss account
40 consolidated proﬁt and 
loss account
41 consolidated cash ﬂow statement
41 reconciliation of net cash ﬂow 
to movement in net funds
42 consolidated balance sheet
45 principal accounting policies
47 notes to the accounts
74 reconciliation to accounting
principles generally accepted 
in the united states of america
78 supplemental ﬁnancial information
in us dollars under us gaap
82 additional ﬁnancial information
83 financial record
84 investor information
86 financial calendar
87 notice of meeting
in this report the term “underlying” indicates the amount has been adjusted for the effects of currency translation and acquisitions and disposals in the case of proﬁts the amount is also stated
before goodwill amortisation and operating exceptional items some ﬁgures and ratios mentioned in this report are not readily available from the ﬁnancial information and details of how these ﬁgures
and ratios have been arrived at are set out on page 82 and in the financial review
during 2002 tomkins plc changed its accounting reference date from 30 april to 31 december the comparative ﬁgures in this report are therefore for the eightmonth accounting period from 
1 may 2002 to 31 december 2002 unless otherwise stated the commentary in this report compares results for the 368 day period from 1 january 2003 to 3 january 2004 “2003” with unaudited
pro forma results extracted from the management accounts for the 374 day period from 23 december 2001 to 31 december 2002 “2002” 1
financial highlights
tomkins plc report  accounts 2003
2003 2002
pro forma 
unaudited
sales £31504m £32454m
operating proﬁt before operating exceptional items
1
£2718m £2888m
operating proﬁt
1
£2359m £2427m
non operating exceptional items £832m £41m
proﬁt before tax £1324m £2370m
exceptional release from other tax provisions £907m –
basic earnings per share 185p 189p
total dividends per share
2
120p 120p
net debtcash £2647m £1576m
1
before goodwill amortisation see page 82 and the financial review 
2
based upon dividends for the eight months ended 31 december 2002 plus four months
pro rata based upon dividends for the year ended 30 april 2002
industrial  
automotive
air systems 
components
engineered  
construction
products
turnover by division
63
14
23
industrial  
automotive
air systems 
components
engineered  
construction
products
profit by division
64
14
22
industrial  
automotive
air systems 
components
engineered  
construction
products
employees by division
60
18
22
highlights of the year
• reported sales in sterling during 2003 were down 29 per cent at £31504 million this represented
an underlying increase of 41 per cent 
• reported operating profit in sterling before operating exceptional items of £359 million 
2002 £461 million and goodwill amortisation in 2003 was down 59 per cent at £2718 million
this represented an underlying increase of 23 per cent 
• operating proﬁt from continuing operations before goodwill amortisation in 2003 of £119 million
2002 £104 million increased to £2460 million compared with £2373 million in 2002
• industrial  automotive produced a strong performance with underlying sales and operating proﬁt
before operating exceptional items and goodwill amortisation for the year up by 63 per cent and
99 per cent respectively
• air systems components showed strong margin recovery in the second half of the year 
• engineered  construction products increased underlying sales and operating profit before
operating exceptional items and goodwill amortisation for the year by 23 per cent and
26 per cent respectively 
• the effect of currency translation particularly the weakness of the us dollar reduced reported
sales and operating profit before operating exceptional items and goodwill amortisation by
£2089 million and £202 million respectively in 2003
• the tax credit for the year of £475 million is due to the exceptional release of £907 million from
other tax provisions following a comprehensive review of potential tax exposures of the group
• maintained dividend of 120 pence per ordinary share
• early redemption of redeemable convertible cumulative preference shares 2 tomkins plc report  accounts 2003
chairman’s statement
2002 non operating exceptional income 
of £41 million including a £729 million
charge in relation to our exit from the
valves taps and mixers businesses
the net interest charge was £84 million
2002 net interest income of £06 million
and proﬁt before taxation was £1324
million 2002 £2370 million
a tax credit for the year of £475 million
arose due to an exceptional release 
of £907 million from the other tax
provisions following a comprehensive
review of potential tax exposures of the
group for 2004 we estimate the effective
tax rate will return to around 30 per cent 
basic earnings per share were 185
pence 2002 189 pence 
dividend 
the board has recommended a ﬁnal
dividend of 74 pence per share which
together with the interim dividend of 46
pence per share paid on 10 november
2003 brings the total dividends for the
year to 120 pence per share this is the
same as the total dividends paid in respect
of our last twelvemonth accounting 
period ending on 30 april 2002
our good cash ﬂow enables us to
maintain our dividend and we anticipate
reviewing the level of our dividend
payments this year as and when the 
hoped for improvement in operating
earnings comes through
the ﬁnal dividend if approved at the
annual general meeting will be paid on 
1 june 2004 to shareholders on the register
at 30 april 2004 the board has decided 
to offer the dividend reinvestment plan 
in respect of this ﬁnal dividend
in 2003 we achieved a creditable ﬁnancial
performance at the same time as we
prepared the group for what we hope
will be better times ahead in some of 
our markets all our people have shown
tremendous enthusiasm and commitment
towards achieving the strategic initiatives
set out in our last report and accounts 
and expanded upon by our chief
executive jim nicol in his review 
in particular we have been focusing 
upon the ﬁve elements that will most
impact growth in the economic value 
of the group namely the building of an
entrepreneurial culture the development
of new technologies and products
achieving manufacturing excellence
expanding internationally and making
valuecreating acquisitions
overview of 2003 results 
in 2003 reported sales were £31504
million 2002 £32454 million and
operating proﬁt before operating
exceptional items and goodwill
amortisation was £2718 million 2002
£2888 million operating proﬁt from
continuing operations before goodwill
amortisation in 2003 was £2460 million
2002 £2373 million
the signiﬁcant weakness of the us
dollar adversely affected our reported
sterling sales and operating proﬁt before
operating exceptional items and goodwill
amortisation by £2089 million and 
£202 million respectively
operating exceptional items before
taxation were £359 million 2002 £461
million non operating exceptional
charges before taxation were £832 million
corporate governance
we place great importance in ensuring 
that we have the checks and balances to
provide shareholders with comfort about
our longterm future the structure of your
board ensures that we have the highest
standards of corporate governance which
has been acknowledged during the year by
third party commentators such as the napf
and euromoney the transparency of our
reporting provides shareholders with a
clear understanding of the group’s results
and prospects we have a conservative
financial culture that ensures our businesses
operate within a structure of strong
internal ﬁnancial controls our strong
balance sheet makes us resilient but also
ﬂexible to take advantage of opportunities
to make valuecreating acquisitions 
the board
tony reading who was a director of the
company from 1992 stood down from 
the board on 31 december 2003 tony
aged 60 was based in the usa and was
responsible for engineered  construction
products automotive fluid systems wiper
systems and the automotive aftermarket
manufacturing companies on behalf of
the board i would like to thank tony for
his contribution to the group and wish 
him well in his future endeavours
people 
tomkins people across all our operations
have responded with great enthusiasm and
commitment to the challenges placed upon
them by the level of change taking place
within their businesses their hard work has
been crucial in achieving the progress that
we have made this year and i thank them
for their considerable efforts
outlook 
the measures that we have taken during
the past three years to reduce costs and
improve efﬁciency will increasingly beneﬁt
the group during 2004 there are signs 
of recovery in several of our markets
particularly in the usa where the weaker
dollar is expected to stimulate further the
economy whilst this continued weakness
of the us dollar will affect our reported
sterling earnings we expect a good
improvement in the underlying
performance of the group during 2004
david newlands
chairman
“2003 has been a year of positive change
within tomkins“
david newlands chairman 3
chief executive’s statement
tomkins plc report  accounts 2003
during 2003 we have made considerable
progress in a number of areas
• we outperformed most of our 
principal markets
• we continued our investment in
manufacturing excellence through our
programme of strategic manufacturing
initiatives and lean manufacturing
• we initiated further investment in asia
and china building on our global reach
• we acquired stackpole to enhance 
further our position in the rapidly
growing outsourced market for
automotive powertrain systems and
components and have since invested 
to expand capacity to meet the 
growing demand in that business
• we continued to encourage the
development of an entrepreneurial
culture with a focus on growth in value 
• we progressed the disposals of 
noncore businesses
• we achieved underlying growth 
in sales and operating proﬁt
our principal objective must be to 
achieve long term sustainable growth 
in the economic value of tomkins through
strategic development of our businesses
through effective communication to 
the ﬁnancial markets this translates 
into growth in equity value for our
shareholders we describe “managing 
for value” on page 18
we see the main drivers for growth 
in the intrinsic value as
• improving our competitive advantage
through technology and innovation
• proﬁtable growth in sales
• increasing the cash margin and
• investing where we can earn an 
after tax return in excess of our 
weighted average cost of capital
all our businesses recognise the need 
for growth and are pursuing strategies
aimed at maximising their potential 
we have previously outlined our plans 
to develop three of our business areas
where we see the greatest potential for
long term growth in value the automotive
powertrain the industrial and automotive
aftermarket and air systems components
automotive powertrain
the automotive powertrain which consists
of the engine transmission and related
accessories is currently a 150 billion 
global market of which only approximately 
30 billion or 20 per cent is currently
outsourced by automotive original
equipment manufacturers “aoes” to
third party suppliers like tomkins this
compares with around 60 per cent for the
rest of the vehicle 
the aoes are seeking to reduce their
cost base by outsourcing more of the
powertrain and are embracing new
technologies and production techniques
that are being developed by suppliers 
at the same time global automotive
production is increasing and the overall
value of the powertrain is rising due to
ever stricter emission regulations and
consumer demands for performance 
and economy these factors combine to
create a signiﬁcant increase in the size 
of the market for outsourced powertrain
components and systems through gates
and our recent acquisition of stackpole
tomkins is already a major player in this
market and we intend to participate 
fully in this future growth
industrial and automotive aftermarket 
the group already has a signiﬁcant 
position in the north american industrial
and automotive aftermarket supplying
products such as accessory drive and
synchronous belts tensioners wipers high
pressure hydraulic hoses and connectors
and other automotive accessories we are
building upon this strength by increasing
sales of new products adding products
manufactured by third parties and further
developing our rapidly growing presence 
in europe and asia
air systems components
our air systems components businesses 
are already the us market leaders in air
handling products for the commercial and 
“all our businesses recognise the need
for growth and are pursuing strategies
aimed at maximising their potential”
james nicol chief executive residential markets as well as participating
in the anticipated recovery in the us
commercial and industrial construction
market we are seeking to make bolton
acquisitions that add new products or
markets to our existing us businesses 
we intend to expand internationally
particularly in asia where we are in
discussions with a major us customer 
on a cooperative marketing effort
our ﬁve pervasive themes that
encapsulate the drivers that i believe 
will lead to growth in economic value are
building an entrepreneurial culture
we have introduced a new management
incentive scheme that more closely aligns
the interests of management with those 
4 tomkins plc report  accounts 2003
chief executive’s statement
continued 
senior management team from left to right
david carroll executive vice president ken lever
finance director james nicol chief executive
terry o’halloran president air systems
components malcolm swain vice president –
special projects john zimmerman vice president
corporate development and richard bell
president the gates corporation
of shareholders the new scheme bases
managers’ bonuses upon a percentage of
“bonusable proﬁt” which is based upon
their businesses’ operating proﬁt less tax
and a charge for the capital invested in
their businesses based upon the group’s
weighted average cost of capital this
moves individual managers’ focus from
performance measurement against an
arbitrary annual budget to the absolute
performance of their business and year 
on year improvement salaries are ﬁxed 
in real terms and bonuses will only rise 
if absolute performance improves the
scheme included around 30 senior
managers during 2003 and has been
extended to approximately 50 additional
individuals for 2004 5 tomkins plc report  accounts 2003
people development is key to achieving our
goals and therefore we have initiated the
tomkins college in conjunction with the
university of indiana in the usa the
college will focus upon ensuring that all
our management teams have the necessary
and most uptodate skill sets to enable
them to optimise their own and their
businesses’ performance 
developing innovative products
all our businesses realise that product
innovation is key to maintaining the
competitive advantage that allows them 
to grow their businesses progress in this
area is monitored closely on a quarterly
basis examples include the following
• in industrial  automotive the
electromechanical drive “stopstart”
technology using our patented belts 
and tensioners goes into production 
this year with a major european car
manufacturer this has also attracted
considerable interest from other
manufacturers across the world
• in air systems components lau’s
proprietary propsound software helps 
fan designers to minimise noise placing
us at the leading edge of this increasingly
important point of differentiation in the
commercial and industrial market
• in engineered  construction products
dexter axle has had great success with 
its electrohydraulic actuator which
signiﬁcantly improves trailer braking
distances and reduces the risk of 
jackkniﬁng
achieving manufacturing excellence
our aim is to be the lowest cost producer
of quality products through excellence 
in manufacturing we will achieve this
through strategic manufacturing initiatives
“smis” which address the location 
of manufacturing activities and lean
manufacturing which makes the
manufacturing processes more efﬁcient
we are reaching the end of a threeyear
programme of smis having accelerated a
number of projects during 2003 since the
start of the programme we have
consolidated facilities moving production
to optimal locations projects undertaken
during 2003 were the closure of the
elizabethtown kentucky transmission belt
plant and the transfer of its production to
other us plants the relocation of hose
production from two plants in the usa to
a plant in cohisa mexico and the second
phase of the reorganisation of 
our wiper systems operations in europe
following the recently completed closure
of the dunstable plant in the uk 
the overall investment of around £200
million in operating costs and capital
expenditure during the past three years
has resulted in annual cost savings of 
the order of £50 million
a signiﬁcant exercise for the staged
implementation of lean manufacturing is
taking place across all our facilities during
2003 we estimate that we have saved
around £25 million in operating costs 
and these savings are in addition to the
signiﬁcant beneﬁts arising from reduced
inventory levels the release of
manufacturing space and the freeing 
up of machine capacity
expanding our global position
some developing countries such as china
are expected to experience growth rates
during this decade well above those
achievable in the developed world for
example china is expected to become the
third largest car manufacturer in 2005
overtaking countries such as germany and
south korea we already lead the chinese
market for transmission belts and together
with our partner we are making a £50
million investment over the next three
years to create a second production plant
commercial construction in china will grow
signiﬁcantly driven in part by the olympic
games in beijing in 2008 and our air
systems components businesses are
working to establish a larger presence in
this market several of our other businesses
are seeking expansion in asia both as a
market for their products and as a lower
cost source of product
making valuecreating acquisitions
our ﬁnancial strength enables us to
supplement organic growth with
acquisitions in our areas of business focus
15 north america automotive original equipment
sales to end markets
row automotive original equipment
north america automotive aftermarket
row automotive aftermarket
residential construction
commercial  industrial construction
industrial aftermarket
industrialutility
manufactured housing
recreational vehicles
industrial original equipment
12
13
6
14
10
11
10
2
2
5 6 tomkins plc report  accounts 2003
chief executive’s statement
continued 
stackpole which brought us expertise in
powder metal and engineered components
for powertrain is an example of what 
we look for when assessing acquisitions
namely the ability to achieve double 
digit growth and double digit margins
proprietary technology good management
and above all the ability to create value
we continue to look to make further
acquisitions in powertrain air systems
components and aftermarket
market outlook
overall our main markets are expected 
to show some improvements in 2004
the global industrial and automotive
aftermarket our most proﬁtable market
around 29 per cent of group sales is
expected to show further modest growth 
in 2004 but we expect to outperform that
market through new product introductions
and geographical expansion
according to csm a leading industry
forecaster the global automotive original
equipment market around 27 per cent of
group sales is expected to grow in 2004 
by 47 per cent to 593 million units with
modest growth in north america and
europe and 16 per cent growth in asia
the us commercial construction market
around 11 per cent of group sales has
experienced a signiﬁcant decline since its
peak in 2000 but is forecast to grow by
around 2 per cent in 2004
the us residential construction market
around 14 per cent of group sales which
measured by new housing starts grew by
84 per cent in 2003 is forecast by the
national association of home builders to
show a modest decline of 32 per cent in
2004 but will remain at what are
historically high levels
the actions that we have taken will
ensure that we will be a much better
company in 2004 than we were last year if
our markets perform as forecast our ability
to outperform our competitors should
ensure that we achieve good underlying
growth in performance during 2004
james nicol
chief executive
financial highlights 2003 2002
pro forma
unaudited
sales £7253m £7963m
operating proﬁt
1
£636m £724m
operating margin
1
88 91
average net operating assets
2
£1775m £2240m
return on average net operating assets
1
358 323
return on average invested capital
3
140 137
capital expenditure £207m £196m
depreciation £214m £241m
cash generation
4
£736m £1015m
employees 8638 9161
industrial 
automotive
air systems
components
engineered  
construction
products
1 before operating exceptional items and goodwill amortisation
see page 82 and the financial review
2 excluding goodwill
3 before operating exceptional items and goodwill amortisation
and after tax excluding the exceptional tax release on a constant
currency basis
4 net cash inﬂow from operating activities less net cash outﬂow
from capital expenditure before the impact of operating
exceptional items
financial highlights 2003 2002
pro forma
unaudited
sales £19772m £19487m
operating proﬁt
1
£1899m £1816m
operating margin
1
96 93
average net operating assets
2
£7846m £7845m
return on average net operating assets
1
242 231
return on average invested capital
3
89 86
capital expenditure £1110m £1190m
depreciation £907m £856m
cash generation
4
£1560m £2419m
employees 23692 20990
financial highlights 2003 2002
pro forma
unaudited
sales £4479m £5004m
operating proﬁt
1
£423m £509m
operating margin
1
94 102
average net operating assets
2
£1204m £1393m
return on average net operating assets
1
351 365
return on average invested capital
3
99 112
capital expenditure £86m £142m
depreciation £162m £191m
cash generation
4
£554m £669m
employees 6933 6427 7 tomkins plc report  accounts 2003
synchronous belts
other belts
hydraulic  auto hose
wiper systems
other
24
16
28
15
17
sales by major product category
air systems
hart  cooley
ruskin
38
31
31
sales by business unit
grilles registers diffusers
dampers louvres
flex duct  accessories
vents
other
22
36
24
8
10
sales by major product category
lasco
dexter wheels  axles
philips doors  windows
material handling
24
31
10
21
sales by business unit
14 discontinued
door windows venting
material handling
industrialutility
bathware  fittings
other
15
23
5
35
22
sales by major product category
17
46
m
h
residential
average market share code
sales to end markets
 of sales into markets where business is number 1 or 2
h  if 30 or greater m  if 11 to 29 l  if 10 or less
commercialindustrial
17
position 1 position 2
2
80
79
98
45
67
h
m
h
h
h
bathware
average market share code
sales to end markets
 of sales into markets where business is number 1 or 2
h  if 30 or greater m  if 11 to 29 l  if 10 or less
lasco fittings
dexter wheels  axles
philips doors  windows
material handling
21
position 1 position 2
2
power transmission
fluid power
wiper systems
fluid systems
other
16
45
14
11
14
sales by business unit
88
88
47 53
21
34
h
h
m
h
power transmission
average market share code
sales to end markets
 of sales into markets where business is number 1 or 2
h  if 30 or greater m  if 11 to 29 l  if 10 or less
fluid systems – wheel valves
fluid systems – closure caps
fluid systems – rtpms
fluid systems – thermostats
fluid systems – speciality valves
fluid systems – fuel valves
fluid power
wiper systems
12
82
100
100
13
100
h
h
h
h
m
2
57
46
position 1 position 2
tomkins business overview our activities are positioned within three speciﬁc business groups as outlined
below tomkins products are sold into a wide variety of end markets  2003 2002
pro forma
unaudited
sales £19772m £19487m
operating proﬁt
1
£1899m £1816m
operating margin
1
96 93
average net operating assets
2
£7846m £7845m
return on average net operating assets
1
242 231
return on average invested capital
3
89 86
capital expenditure £1110m £1190m
depreciation £907m £856m
cash generation
4
£1560m £2419m
employees 23692 20990
1
before operating exceptional items and goodwill amortisation see page 82 and the financial review 
2
excluding
goodwill 
3
before operating exceptional items and goodwill amortisation and after tax excluding the exceptional
tax release on a constant currency basis 
4
net cash inﬂow from operating activities less net cash outﬂow from
capital expenditure before the impact of operating exceptional items
2003 highlights industrial  automotive
• underlying sales increased by 63 per cent
• underlying operating proﬁt up by 99 per cent
• building on global platform through innovation
tomkins industrial  automotive group
manufactures a wide range of systems 
and components for the industrial and
automotive markets through four business
areas powertrain which comprises power
transmission and stackpole fluid power
wiper systems and fluid systems selling
to original equipment manufacturers and
the replacement markets throughout 
the world in addition the group has 
a number of discrete businesses that
manufacture products primarily for the
automotive replacement markets its
brands include gates stackpole stant
schrader and trico
8 tomkins plc report  accounts 2003
operating review industrial  automotive
we have made a signiﬁcant investment 
in restructuring our industrial 
automotive group during the past three
years and we are now beginning to see 
the beneﬁts coming through the group
achieved another strong performance in
2003 reﬂecting the resilience of our
businesses their global reach and their
success at product innovation and
improved manufacturing efﬁciency
against a background of overall ﬂat
original equipment aftermarket and
replacement markets underlying sales 
and operating proﬁt before operating
exceptional items and goodwill
amortisation increased by 63 per cent 
and 99 per cent respectively operating
exceptional items amounted to £207
million arising from the implementation 
of strategic manufacturing initiatives
in automotive original equipment
north american and western european
production fell by 29 per cent and 34 per
cent respectively in 2003 while in the rest
of the world production increased by 67
per cent the automotive aftermarket
across the world generally remained at
levels similar to 2002 although there were
some notable exceptions such as the strong
growth in the chinese market sales of 
industrial original equipment and
replacement products remained at low
levels with little improvement in demand
from the construction agriculture and
mining markets 
powertrain
sales 2003 £8905m 2002 £7970m
underlying sales increased by 74 per cent 
underlying operating proﬁts increased by
84 per cent
within powertrain power transmission
recorded a very strong performance
reﬂecting market share gains driven by
product innovation and the operational
beneﬁts arising from strategic
manufacturing initiatives and lean
manufacturing it also produced good
growth in the aftermarket particularly in
europe where sales rose by 100 per cent
notable new business wins during the
year included our ﬁrst qmt microv® belt
a moulded front end accessory drive belt
with exceptional noise and efﬁciency
characteristics which will go into
production in july 2004 in north america
we also received our ﬁrst order for the
electromechanical drive stopstart system
which will go into production with a major
european car manufacturer later this year
amongst the many awards received by
power transmission during the year our
asian operations gained the honda
technology award and our north american
businesses were made gm supplier of the
year for the second year running
as part of its focus upon broadening its
geographic reach power transmission has
begun the construction of a new facility in
suzhou china the existing facility which
opened in 1997 and has been expanded
twice is now running at full capacity 
the £50 million investment in conjunction
with our partner will create production
capacity for the industrial market and the
existing facility will then focus exclusively
on the automotive market escalating
foreign direct investment transplant
manufacturing and high gdp growth 
are driving the rapid development of 
the chinese industrial and automotive
markets 2003 was a record year for
chinese automotive demand and sales 
are expected to double by 2005 and to
triple by 2010 tomkins the leading player
in the chinese power transmission sector 
is ideally placed to beneﬁt from this
substantial growth top 10
industrial  automotive customers
• carquest
• daimlerchrysler
• ford
• general motors
• genuine parts co
• honda
• nissan
• psa  peugeot
• toyota
• volkswagen
industrial  automotive
2003 sales to end markets
north america
europe
rest of world
total
38
46
55
42
33
31
19
31
12
10
12
11
17
13
14
16
automotive original equipment
automotive aftermarket
industrial original equipment
industrial aftermarket
automotive original 
equipment
automotive aftermarket
industrial original 
equipment
industrial aftermarket
42
11
16
31
sales to end markets
synchronous belts
other belts
hydraulic  
automotive hose
wiper systems
other
24
16
28
15
17
sales by major product category
9 tomkins plc report  accounts 2003 9
the integration of stackpole acquired in
june 2003 has progressed well and it has
recently begun construction of two new
facilities required to fulﬁl new business
awarded prior to acquisition new business
gains since acquisition have amounted 
to cdn16 million per annum and a 
further cdn96 million per annum of near
booked business is awaiting ﬁnal order
conﬁrmation including transmission oil
pumps variable valve timing components
and transmission modules operating
margins in q4 2003 returned to double
digits following the effect of the power
outage in north america in august
adverse product mix within its automotive
gear business and the loss of the
protection of currency hedges against 
the weak dollar as these were markedto
market when stackpole was acquired
going forward the business continues 
to invest to support its pipeline of over
cdn500 million of business under
development and quotation
fluid power
sales 2003 £3073m 2002 £3263m
underlying sales increased by 32 per cent
underlying operating proﬁts declined by
143 per cent
fluid power had a difﬁcult year with low
levels of activity in its main markets for
construction mining and agricultural
equipment although it achieved a small
increase in underlying sales proﬁtability
was affected by a weak performance by 
its european operations however the
business will begin to beneﬁt from recent
restructuring in north america and europe
there are also signs that activity in some of
its markets is improving with order levels
from north american construction and
agricultural equipment manufacturers and
distributors increasing markedly towards
the end of the year 
wiper systems
sales 2003 £2841m 2002 £2827m
underlying sales increased by 82 per cent
underlying operating proﬁts increased by
526 per cent
wiper systems produced a strong result
driven by market share gains and a 
good performance in the automotive
aftermarket in particular the range of
aftermarket teﬂon blades has been well
received in both the usa and europe 
and new platform wins have helped to
improve original equipment margins the
consolidation of its manufacturing base
continued with the closure of the plant in
buffalo new york state with the transfer
of activity to our existing facilities in texas
and mexico where all rubber extrusion is
now concentrated in europe an improved
aftermarket performance was offset in part
by the effect of production problems at the
pontypool facility in the uk 
fluid systems
sales 2003 £2218m 2002 £2156m
underlying sales increased by 95 per cent
underlying operating proﬁts increased by
69 per cent
schrader electronics maintained its global
market leadership in remote tyre pressure
monitoring systems with sales up by over
two thirds compared with 2002 in order 
to meet the ramp up of demand for its
products it is constructing a new facility in
northern ireland with production due to
commence in may 2004 the pipeline of
new products and new technology such 
as wireless auto location and the snapin
sensor continues to grow providing
schrader electronics with an innovative
edge over its competition 
the group is also a leader in fuel vapour
management systems required to meet
increasingly stringent emission regulations
across the world stant recently maintained
its position as principal supplier of fuel
closure caps to ford with a new design 
that meets all present and anticipated
legislation in the us and europe the team
responsible for this product received our
charles c gates award as recognition for
product innovation
other industrial  automotive sales
sales 2003 £2735m 2002 £3271m
these businesses manufacture a range 
of products mainly for the automotive
aftermarket lower sales reﬂected the
disposal of gates formedfibre earlier in
the year underlying sales and operating
proﬁt were ahead of last year 10 tomkins plc report  accounts 2003
operating review air systems components
continued 
2003 2002
pro forma
unaudited
sales £4479m £5004m
operating proﬁt
1
£423m £509m
operating margin
1
94 102
average net operating assets
2
£1204m £1393m
return on average net operating assets
1
351 365
return on average invested capital
3
99 112
capital expenditure £86m £142m
depreciation £162m £191m
cash generation
4
£554m £669m
employees 6933 6427
1
before operating exceptional items and goodwill amortisation see page 82 and the financial review 
2
excluding
goodwill 
3
before operating exceptional items and goodwill amortisation and after tax excluding the exceptional
tax release on a constant currency basis 
4
net cash inﬂow from operating activities less net cash outﬂow from
capital expenditure before the impact of operating exceptional items
2003 highlights air systems components
• strong margin recovery through the year
• excellent results in residential markets
• upside when commercial markets improve
tomkins air systems components group 
is the leading manufacturer of air
handling components in north america
supplying the heating ventilation and 
air conditioning market the product
range includes fans grilles registers
diffusers fan coils and terminal units for
residential and commercial applications
and dampers for commercial and
industrial use products are sold under
the leading brand names in the industry
including hart  cooley ruskin lau 
titus krueger and actionair
the us commercial and industrial
construction market which represents
around 70 per cent of air systems
components “asc” sales declined by
around 61 per cent and is now some 
28 per cent below its peak in 2000 us
residential construction around 30 per cent
of asc sales remained buoyant throughout
the year and ﬁnished 86 per cent ahead of
2002 compared with the same period last
year asc underlying sales and operating
proﬁts before operating exceptional items
and goodwill amortisation declined by 18
per cent and 96 per cent respectively 
results for the ﬁrst half of the year 
were affected by additional costs incurred
in maintaining supply to customers during
the closure and subsequent transfer of
production from ﬁve facilities to other
plants within the group however with
these problems behind it operating
margins returned to doubledigit levels 
in the second half 
asc continued to reduce its cost base
through the group wide implementation of
lean manufacturing during 2003 this has
resulted in freeing up sufﬁcient capacity to
enable it to close its junction city facility in
december and to announce that a further 
facility will be closed in 2004 these closures
gave rise to operating exceptional items of
£41 million during the year
signiﬁcant and high proﬁle new
business gained during the year includes
titus’s contract for visteon village detroit
miami international airport and a major
headquarters building in the united arab
emirates ruskin air management is
currently working with the design team 
on london heathrow’s terminal 5 talks 
are progressing with a major customer to
enable asc to increase its penetration into
the rapidly growing chinese commercial
construction market 
residential construction
commercial  
industrial construction
70 30
sales to end markets
grilles registers diffusers
dampers louvres
flex duct  accessories
vents
other
22
36
24
8
10
sales by major product category 11 tomkins plc report  accounts 2003
operating review engineered  construction products
2003 2002
pro forma
unaudited
sales £7253m £7963m
operating proﬁt
1
£636m £724m
operating margin
1
88 91
average net operating assets
2
£1775m £2240m
return on average net operating assets
1
358 323
return on average invested capital
3
140 137
capital expenditure £207m £196m
depreciation £214m £241m
cash generation
4
£736m £1015m
employees 8638 9161
1
before operating exceptional items and goodwill amortisation see page 82 and the financial review 
2
excluding
goodwill 
3
before operating exceptional items and goodwill amortisation and after tax excluding the exceptional
tax release on a constant currency basis
4
net cash inﬂow from operating activities less net cash outﬂow from
capital expenditure before the impact of operating exceptional items
2003 highlights 
engineered  construction products
• strong performance from dexter
• refocused bathware and fittings
• disposal of valves taps and mixers businesses
tomkins engineered  construction
products group manufactures a range 
of engineered products for a variety of
end markets primarily related to the
building construction truck and trailer
and automotive industries over 90 per
cent of the sales are within north america
each of the business areas has a good
competitive position as a result of a strong
branded product offering and a low
manufacturing cost base long established
relationships in the channels to market
also provide competitive strength
in mixed markets tomkins engineered 
 construction products group gradually
improved its overall performance during
the year with underlying sales and
operating proﬁts from continuing
operations up by 21 per cent and 
45 per cent respectively 
lasco
sales 2003 £2218m 2002 £2596m
overall lasco’s underlying sales were
slightly down on last year lasco bathware
performed well in the residential
construction market and although sales
were down on last year it made signiﬁcant
progress in replacing sales lost when a key
original equipment customer decided to
exit the business earlier in the year lasco
fittings achieved sales similar to last year
but margins were reduced by further rises
in pvc raw material prices which it was
unable to pass on in full to customers 
philips doors  windows
sales 2003 £1501m 2002 £1582m
philips produced an increase in underlying
sales of 45 per cent with strong growth in
sales to the residential construction market 
more than compensating for a further
decline in manufactured housing and 
for the ﬁrst time residential construction
became its largest market segment 
material handling
sales 2003 £1011m 2002 £990m
material handling saw a return to proﬁt 
on an increase in underlying sales of 72 
per cent better order intake and improved
contract margins as well as the lower 
ﬁxed costs due to a plant closure in the
previous year all contributed to the
turnaround in performance 
dexter wheels  axles
sales 2003 £1752m 2002 £1858m
dexter produced another very good
performance with underlying sales 
up 39 per cent increased demand 
in the industrial and utility and 
recreational vehicle markets more 
than offset a signiﬁcant decline in
manufactured housing
valves taps and mixers
sales 2003 £771m 2002 £937m
during the year milliken valve co inc
was sold for £45 million and the business
and assets of cobra were sold for £74
million since the year end the remaining
valves taps and mixers businesses
hattersley newman hender and pegler
were sold for £130 million before
expected additional costs the businesses
have been treated as discontinued in the
financial information 
residential construction
manufactured housing
truck  trailer
automotive  industrial
other
12
39
15
12
22
sales to end markets
doors windows venting
material handling
industrialutility
bathware  fittings
other
15
23
5
35
22
sales by major product category 12 tomkins plc report  accounts 2003
financial review
accounting reference date
the company’s year end was changed 
to the end of december during 2002 
which resulted in an eightmonth period
being reported in the comparative period
to assist in the comparison of accounting
periods we have presented in the 2003
ﬁnancial statements we have included 
an unaudited pro forma proﬁt and loss
account for the year ended 31 december
2002 the commentary below compares 
the year ended 3 january 2004 with this
unaudited pro forma ﬁnancial information
determining underlying 
ﬁnancial performance
around 70 per cent of our businesses have
the us dollar as their currency and so the
weakening of the us dollar during 2003
had a translation impact on our reported
turnover and operating proﬁt when
converted into sterling
for 2003 our us dollar ﬁnancial results
were translated at an average rate of
£116306 compared with £114984 
in 2002 this represents an 88 per cent
reduction in the us dollar to sterling
exchange rate
also during 2003 our continuing major
investment in strategic manufacturing
initiatives resulted in signiﬁcant abnormal
costs these strategic initiatives are aimed
at improving the cost base of the group 
it is important we charge these costs to 
the businesses as they are a real cost 
of our operations however the scale 
of the costs does distort the reported
performance unless they are separately
identiﬁed we therefore describe these 
costs as operating exceptional items 
and highlight them separately
acquisitions and disposals can 
also distort the view of the change in
performance from one year to the next 
and so we regard it as helpful to show 
their impact on sales and operating proﬁt
to present a view of the underlying
performance of tomkins and our business
groups we have prepared the tables
presented on page 16 to pull out the
impact of currency translation operating
exceptional items and acquisitions 
and disposals
in january 2004 we completed the
disposal of the remaining businesses 
within our valves taps and mixers business
segment to identify the impact of the
results of the business in 2003 we have
separately identiﬁed the sales and results 
of discontinued businesses in the proﬁt 
and loss account
margins
overall our reported operating margin
before operating exceptional items and
amortisation of goodwill was 86 per cent
this compares with 89 per cent in the
comparable year the operating margins of
our business groups are set out in detail on
page 15
goodwill
goodwill relating to acquisitions prior to
may 1998 used to be set directly against
retained proﬁts and was not charged to 
the proﬁt and loss account goodwill
relating to periods prior to may 1998 
and to companies remaining in tomkins
which has been written off to reserves
amounts to £10548 million 
since may 1998 we have been required
to amortise goodwill relating to acquisitions
through the proﬁt and loss account based
on the expected life of the goodwill
amortisation in the year amounted 
to £119 million 2002 £104 million with
the increase being attributable to the
acquisition of stackpole during 2003
when businesses are sold we are
required to reinstate the acquisition
goodwill relating to the business and set
this off against the sale proceeds in arriving
at a proﬁt or loss on disposal during the
year goodwill written back on disposals
amounted to £299 million 
operating exceptional items
the operating exceptional items are
separately disclosed in note 3 to the
ﬁnancial statements the table overleaf
sets out the proﬁt and cash effect of the
strategic manufacturing initiatives in 2003 
“our strong cash flow and balance 
sheet provide a sound foundation 
for growing our businesses”
ken lever finance director 13 tomkins plc report  accounts 2003
nonoperating exceptional items
we have recorded a net loss on the disposal
of businesses in the year of £185 million
this loss relates to the disposal of three of
our businesses formedfibre milliken and
cobra as previously reported
the provision for the loss on the 
exit of the european automotive hose
business of £326 million and the release
of the provision of £331 million relating
to the disposal of operations and related
warranties were reported in our results 
for the half year to 5 july 2003 any
ongoing operating losses of the european
automotive hose business included in the
reported operating proﬁt of the group 
to the extent they have been included 
in the provision for the loss on exit are
offset by a transfer from the provision
shown separately in the proﬁt and loss
account this amounted to £16 million
for the period from the date of the
announcement of the exit
in january 2004 we completed the sale
of pegler limited and the business and
assets of hattersley newman hender
limited the provisional sale proceeds
before costs amounted to £130 million 
of which £58 million is deferred the
estimated loss on disposal of £729 million
includes a goodwill impairment charge of
£514 million relating to recycled goodwill
previously written off against reserves 
as noted above this completes the exit
from the valves taps and mixers business
and the results have been separately
identiﬁed as discontinued in the proﬁt 
and loss account
proﬁt on disposal of ﬁxed assets of 
£77 million relates principally to the
insurance proceeds in excess of the book 
value of assets destroyed in a ﬁre at 
pegler limited in 2002
full details of the disposals during 
the period are contained in note 29 
to the ﬁnancial statements
finance costs
the nature and currency of our cash and
loan balances around the group affect the
overall net interest charge although we
have net debt this comprises gross cash
balances and gross debt balances around
the group the gross debt relates primarily
to our sterling corporate bonds issued in
december 2001 which are at a ﬂoating
rate of around 66 per cent and the
sterling corporate bonds issued in
september 2003 which are at a ﬂoating
rate of around 48 per cent our cash is
denominated primarily in us dollars and
sterling and earns lower rates of interest
than the interest on the debt 
the net interest expense in 2003 was
£84 million 2002 net interest income of
£06 million 
earnings per share
we have presented earnings per share
before and after amortisation of goodwill
and nonoperating exceptional items
before amortisation of goodwill and non
operating exceptional items earnings per
share was 1878 pence compared with
2041 pence in 2002 after goodwill and
non operating exceptional items earnings
per share was 1853 pence compared to
1891 pence in 2002
dividends
the dividends to our preference
shareholders are dollar denominated 
and in the year the sterling equivalent 
was £289 million 2002 £383 million
preference dividends have reduced as 
a result of the redemption of the
redeemable convertible cumulative
preference shares and due to the
weakening of the us dollar
the dividends to holders of ordinary
shares for the year were £928 million this
represents dividend cover before goodwill
amortisation and nonoperating exceptional
items of 16 times 2002 17 times
the cash cover for dividends paid in the
year represented by operating cash after
interest tax and preference dividends
compared to the ordinary dividends
amounted to 15 times in 2002 the cash
cover on the same basis was 19 times
capital expenditure
our total gross capital expenditure in 
the year was £1411 million 2002 £1529
million this represented 11 times
depreciation charged 2002 12 times 
after proceeds from asset disposals 
of £271 million the net expenditure on
ﬁxed assets was £1140 million 2002
£1412 million this represents 09 times
depreciation charged in the year 2002 
11 times 
in the table on page 15 we show the
ratio of capital expenditure to depreciation
for each of the business groups in tomkins
working capital
average working capital as a percentage 
of sales over the year amounted to 134 
per cent compared to 129 per cent in 
the comparable period
currency movements and acquisitions
and disposals affect overall reported
working capital after currency movements
a decrease of £265 million and
acquisitions and disposals a decrease of
£318 million working capital increased by
£229 million this was due to an increase in
stock of £42 million an increase in debtors
of £172 million and a decrease in creditors
of £15 million stock levels were higher as
it has taken longer than planned to reduce
levels of safety stocks built up to minimise
any disruption to customer service during
the plant rationalisation initiatives debtors
are higher due to longer credit terms on
certain aftermarket sales
cash ﬂow
the cash movement for the year is
summarised in the table overleaf
operating exceptional items 2003 best estimate for 2004
operating
cash ﬂow
operating
cash ﬂow
exceptional one off capital exceptional one off capital
items cost expenditure items cost expenditure
£ million £ million £ million £ million £ million £ million
projects in progress in 2002 and prior
industrial  automotive 45 102 275 – 29 51
air systems components 15 30 02 – 26 –
engineered  construction products – 06 – –––
projects started in 2003
industrial  automotive 162 144 22 152 106 38
air systems components 26 24 – –––
engineered  construction products 111 37 – – 02 –
total group 359 343 299 152 163 89 14 tomkins plc report  accounts 2003
financial review
continued
year the current tax charge for the period
would have been 266 per cent
the reconciliation of the current tax 
rate of 30 per cent to the actual tax rate
prior to the contingency release is set out
in the table above
return on average invested capital
the annualised return on average 
invested capital for the group before
operating exceptional items and goodwill
amortisation calculated on a constant
currency basis was 98 per cent compared
with 103 per cent in the year to 
31 december 2002 this is an accounting
measure we monitor for each of 
our businesses 
comparison of return on average
invested capital with the group weighted
average cost of capital gives a broad
indication of the extent to which a business
is covering the group’s cost of capital over
time return on average invested capital
represents the after tax operating proﬁt 
in the business expressed as a percentage
of the average invested capital in the
business including all goodwill associated
operating cash ﬂow is stated after £343
million of restructuring costs and £299
million of capital expenditure associated
with the various restructuring projects
details of net cash inﬂow from operating
activities for the year are set out in note
9 to the ﬁnancial statements
taxation
a tax credit of £475 million 2002 charge
of £449 million was recognised during 
the year this was principally due to an
exceptional release of other tax provisions
of £907 million 
favourable adjustments to prior year 
tax estimates of £78 million and the
recognition of deferred tax assets of £72
million beneﬁted the tax charge also in
the period there has been an exceptional
release of £907 million from other tax
provisions as separately identiﬁed in note
20 to the ﬁnancial statements this release
has arisen as a result of an ongoing review
of group tax exposures taking into account
the favourable impact of the above and the
impact of the disallowance for tax purposes
of certain of the exceptional charges in the
with acquisitions made in the past we use
9 per cent as an estimate of the weighted
average cost of capital for the group
accounting convention requires
goodwill relating to acquisitions to be
translated at the rate of exchange existing
at the time an acquisition is made if the
local currency of a business weakens then
the reported sterling operating proﬁts
may decline whilst the reported sterling
asset base remains at a higher level due to
the historic rate of translation return on
average invested capital is a more
meaningful measure when stated in local
currency or at a constant exchange rate on
translation we have therefore shown the
constant currency return on average
invested capital for the group and for the
business groups on page 15
return on average operating assets
employed is a measure of the pre tax
accounting return on the accounting book
value of the net capital employed in a
business it is based on operating proﬁt
before interest and tax as a percentage 
of the net book value of net operating
assets employed in the business
a table setting out each of the 
measures for the business groups is 
shown on page 15 
capital structure and treasury policy
our ﬁnancing structure has been 
revised following the early redemption 
of the redeemable convertible cumulative
preference shares in august 2003 
the redemption price of 4850 per
share was at a 150 discount to the par
value of 5000 per share the total
redemption value including accrued
dividends was 6041 million we ﬁnanced
the redemption with existing cash resources
and a £250 million sterling corporate 
bond giving rise to the overall net debt
position for the group the early
redemption gave rise to a net gain of
£108 million which is reported in the
proﬁt and loss account this amount 
is not included in the calculation of
earnings per share
our medium term aim is to maintain 
an appropriate mix of equity and debt 
to ensure an efﬁcient capital structure
consistent with our desired investment
grade ﬁnancial proﬁle our debt capacity 
is consistent with this aim and includes
maintaining a level of interest and
preference dividend cover of ﬁve times 
in the medium term our long term 
debt ﬁnance requirements are deﬁned
cash flow 2003 2002
pro forma
unaudited
£ million £ million
opening cash 1576 409 
net cash inﬂow from operating activities 3320 4236 
capital expenditure net 1140 1412
operating cash ﬂow 2180 2824 
tax 296 674
interest and dividends 1377 1288
redemption of preference shares 3845 – 
other movements 103 55
cash decreaseincrease before acquisitions and disposals 3441 807 
acquisitions and disposals 1051 508 
translation 269 148
net funds movement 4223 1167 
closing debtcash 2647 1576 
taxation 2003
£ million 
taxation on proﬁt before tax of £1324 million at 30 397 300
tax rate differences 88
permanent differences between book and taxable income 13
addition to balance sheet tax provision 56
current charge for period excluding non deductible 
exceptional items 352 266
adjustments in respect of prior years 78
recognition of deferred tax asset 72
actual rate prior to impact of exceptional items 202 153
nondeductible exceptional items 230
actual tax rate prior to contingency release 432 326
exceptional tax contingency release 907
reported tax credit 475 15 tomkins plc report  accounts 2003
within these parameters and with an
understanding of our future ﬁnancing
needs for capital investment acquisitions
and dividends 
we have a global medium term note
programme under which tomkins may 
issue bonds in each of the main currencies
up to a total maximum principal amount 
of £750 million our initial bond under
the programme in december 2001 was for
£150 million with a 10 year maturity and
was issued at a coupon of 8 per cent 
in september 2003 we issued a further
£250 million bond with a 12 year maturity
at a coupon of 6125 per cent the
proceeds of this bond issue were used 
to ﬁnance the early redemption of the
redeemable convertible cumulative
preference shares which took place 
in august 2003
in the immediate future our debt
requirements will continue to be sourced
from the banking market
our committed bank borrowing facilities
mainly comprise a multicurrency revolving
credit facility of £400 million maturing in
february 2009 which contains ﬁnancial
covenants relating to interest cover and 
net debt to ebitda 
financial risk management is the
responsibility of our central treasury
function which 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
interest rates
interest rate exposures are managed by
using interest rate swaps options and
forward rate agreements a degree of 
ﬁxed rate cover is maintained which is
appropriate to the group’s ongoing
operations and capital structure
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
foreign currency translation exposures
to the extent that tomkins is funded by
shareholders’ equity overseas investments
are not hedged 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 net debt 
position comprises principally us dollars
canadian dollars and euros
dividends are funded by converting 
the foreign currency cash ﬂows generated
by overseas investments at the time 
of payment of the dividend interest
payments on foreign currency net
borrowings will be funded with cash 
ﬂows generated by the corresponding
foreign currency investments
we do not hedge foreign currency
proﬁt and loss translation exposures and
we are subject to the risk of currency
ﬂuctuation we estimate a movement of 10
per cent in the £ exchange rate has an
impact on reported operating proﬁts of
around 7 to 8 per cent this risk is partly
offset to the extent that interest arises on
foreign currency net borrowings
information on our use of derivatives and
ﬁnancial instruments is given in note 28 to
the ﬁnancial statements
liquidity
borrowing facilities are monitored against
forecast requirements and timely action 
is taken to put in place renew or replace
credit lines our policy is to reduce
ﬁnancing risk by diversifying our funding
sources and by staggering the maturity 
of our borrowings
we operate in a wide range of markets
and geographic locations and as a result the
seasonality of our borrowing requirements
is low our 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 which
limit the application of this policy
operating statistics 2003 2002
pro forma
unaudited
ebit margin
1
group 86 89
industrial  automotive 96 93
air systems components 94 102
engineered  construction products 88 91
ebitda margin
1
group 127 129
industrial  automotive 142 137
air systems components 131 140
engineered  construction products 117 121
return on average operating assets
group 258 264
industrial  automotive 242 231
air systems components 351 365
engineered  construction products 358 323
capital expenditure depreciation times
group 11 12
industrial  automotive 12 14
air systems components 05 07
engineered  construction products 10 08
return on average invested capital
2
group 98 103
industrial  automotive 89 86
air systems components 99 112
engineered  construction products 140 137
1
before operating exceptional items and goodwill amortisation
2
return on invested capital is proﬁt after tax before interest operating exceptional items exceptional net gains on disposal
and goodwill amortisation expressed as a percentage of the simple average invested capital invested capital comprises the
accounting book value of capital employed and goodwill the ratio has been calculated on a constant currency basis
financial statistics
2003 2002
excluding exceptional net gains on pro forma
disposals and goodwill amortisation unaudited
interest and preference dividend cover times 63 64 
return on equity after tax on a constant currency basis 100 101
dividend cover times 16 17  16 tomkins plc report  accounts 2003
financial review
continued
1
operating proﬁt 
before operating
1
operating proﬁt 
1
operating proﬁt 
exceptional items and before operating operating after operating 
sales central costs exceptional items exceptional items exceptional items
group £ million change £ million change £ million change £ million change £ million £ million change
2002 unaudited pro forma 32454 3049 2888 461 2427 
exchange rate effect 2089 202 202 33 169
disposals 725 77 77 – 77
29640 2770 2609 428
acquisitions 650 22 50 18 50 19 – – 50 
restructuring charges – – – – – – 69 161 69 
underlying change
continuing operations 1201 41 150 54 71 27 – – 71
discontinued operations 13 – 12 04 12 04 – – 12
68 28 
2003 31504 2958 2718 359 2359 
industrial  automotive
2002 unaudited pro forma 19487 1816 363 1453
exchange rate effect 1101 115 26 89
disposals 399 19 – 19
17987 1682 337
acquisitions 650 36 50 30 – – 50
restructuring charges – – – – 130 386 130
underlying change 1135 63 167 99 – – 167
239 164
2003 19772 1899 207 1692 
air systems components
2002 unaudited pro forma 5004 509 82 427 
exchange rate effect 443 41 06 35
4561 468 76
restructuring charges – – – – 35 461 35 
underlying change 82 18 45 96 – – 45
45 105
2003 4479 423 41 382 
engineered  construction products
2002 unaudited pro forma 7963 724 16 708 
exchange rate effect 545 46 01 45
disposals 326 58 – 58
7092 620 15
restructuring charges – – – – 966400 96
underlying change
continuing operations 148 21 28 45 – – 28 
discontinued operations 13 02 12 19 – – 12
183 258
2003 7253 636 111 525 
central costs
2002 unaudited pro forma 161 – 161
underlying change 79 491 – – 79 491
2003 240 – 240
1
before goodwill amortisation 17 tomkins plc report  accounts 2003
pensions
the disclosure information required 
by financial reporting standard no 17
“retirement beneﬁts” “frs 17” is
included in note 26 to the ﬁnancial
statements under frs 17 the asset values
and the discount rates of the liabilities are
based on the ﬁnancial markets existing at
our ﬁnancial year end
at 3 january 2004 there was a gross
deﬁcit of liabilities compared to assets in
the deﬁned beneﬁt pension plans of £1482
million 31 december 2002 £1948 million
the decrease in the deﬁcit was due to the
improvement in the equity markets offset
by a reduction in the longterm discount
rate applied to pension liabilities
the recognition of the related deferred
tax asset reduces the net pension liability to
£1037 million 31 december 2002 £1364
million under frs 17 this deﬁcit would
have to be included in the balance sheet
cash contributions to the scheme in
2004 we estimate will be £20 million 
a decrease of £3 million on 2003
results prepared under us gaap 
in us dollars 
operating income from continuing
operations under us gaap in 2003 was
3521 million compared to 3774 million
in 2002 both are stated before goodwill
impairment and the latter before goodwill
amortisation charged in the four months 
to 30 april 2002 net income under us
gaap was 4308 million in 2003 which
compared to 1972 million in 2002
the differences between operating 
income under us gaap and uk gaap 
arise from the treatment of costs associated
with exit or disposal activities goodwill
intangible assets pension costs and share
options net income under us gaap is
subject to additional adjustments relating
to the treatment of capitalised interest
derivatives and deferred tax
shareholders’ equity under us gaap
was 27011 million at 3 january 2004
compared to 24126 million at 31
december 2002 the adjustments from 
uk gaap reﬂect the cumulative effect 
of adjustments noted above
a reconciliation of the reported
ﬁnancial information prepared under uk
and us gaap is shown on pages 74 to 77
as supplemental ﬁnancial information
international financial 
reporting standards
from 2005 onwards in common with over
7000 listed companies within the european
union tomkins will be required to prepare
its consolidated ﬁnancial statements in
accordance with international financial
reporting standards “ifrs” consequently
our 2004 report  accounts will be the 
last to contain ﬁnancial statements
prepared in accordance with uk gaap 
for some months now we have been
planning for the transition from uk gaap
to ifrs we are currently in the process of
interpreting the accounting standards that
will apply from 2005 onwards setting the
group’s future accounting policies in
accordance with ifrs and identifying the
detailed accounting and disclosure
requirements that will necessitate changes
to our ﬁnancial information systems
we are not as yet in a position to
quantify the effect of the differences
between ifrs and uk gaap on the group’s
results or ﬁnancial position based on 
our work to date we believe that the
signiﬁcant differences will arise in the
following areas
preference shares
under uk gaap  the 5560 voting
convertible cumulative preference shares
are presented as nonequity shareholders’
funds under ifrs the carrying value of
these shares must be split for accounting
purposes between a liability component
representing the present value of the
obligation to pay dividends in perpetuity
and an equity component representing the
fair value of the holder’s option to convert
into ordinary shares dividends payable on
the shares will be presented as ﬁnance
costs in the income statement rather than
as an appropriation of proﬁt
derivatives and hedge accounting
under uk gaap  the derivative ﬁnancial
instruments that the group uses to manage
its currency and interest rate exposures 
are not recognised until the hedged
transaction has itself been recognised 
in the ﬁnancial statements under ifrs
derivatives are recognised as assets and
liabilities stated at their fair values and
changes in their fair values are recognised
in the income statement while socalled
“hedge accounting” can be used to
mitigate ﬂuctuations in earnings it is 
not our current intention to adopt this
approach as a result we are likely to
experience some volatility in our proﬁt 
and loss account presented under ifrs 
due to movements in exchange rates
goodwill 
generally the carrying amount of goodwill
recognised under uk gaap on past
acquisitions will not be revisited under 
ifrs however in comparison to uk gaap 
where goodwill is amortised over its useful
life under ifrs goodwill will be subject to
an annual impairment review 
research and development costs
under uk gaap all research and
development costs are written off to the
proﬁt and loss account in the period in
which they are incurred under ifrs
development costs must be capitalised as
an intangible asset if certain conditions
relating to the feasibility of the
development project are met and the asset
must be amortised over its useful life 
retirement beneﬁts
under ifrs the basis of accounting for
retirement beneﬁts is broadly similar 
to that required by frs 17 “retirement
beneﬁts” the disclosures for which 
are given in note 26 to the ﬁnancial
statements however whereas under frs 17
actuarial gains and losses would be taken
directly to equity under ifrs they must be
recognised in the income statement
overall we believe that the further
move under ifrs towards the fair 
valuation of assets and liabilities will lead
to greater volatility in the reported results
of listed companies 
outside the european union many
other countries will either require or 
permit companies to report under ifrs
from 2005 we support the continuing
efforts of the accounting standardsetters
to achieve convergence between ifrs and
us gaap  
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
ken lever
finance director 18 tomkins plc report  accounts 2003
managing for value
the intrinsic value of a business reﬂects 
its ability to generate sustainable cash
ﬂows over time this in turn is a function
of the strategic positions we occupy 
strategic position depends on the
attractiveness of the market in terms 
of size growth and ability to earn a
sustainable economic return and our
competitive position in the market place
in terms of product offering cost base
manufacturing capability and technology
we focus our planning reporting
control and performance management
framework on a managing for value
approach the framework focuses on 
value based decisionmaking at all levels 
and is designed to improve strategic and
operational decisions to ensure longterm
creation of value for our shareholders
the change has been subtle rather 
than major it has been about a change 
of mindset rather than reporting we 
have achieved this through some changes
in our key processes we have ensured 
that our strategic planning processes
direct resources into those areas where
we believe we can create value we have
improved our approach to appraisal of
investments and potential acquisitions to
ensure that they will be valuecreating 
we have also modiﬁed our performance
measurement so that in addition to
standard accounting metrics such as return
on invested capital we look at cash ﬂow
metrics such as free cash ﬂow from our
businesses and also economic metrics such
as cash added value and economic return
strategic development of the business 
is an integral part of value creation the
strategic initiatives described in this annual
report are important as we grow the value
of our business the restructuring projects
help us to lower our cost base and be more
cost competitive the focus on technology 
and development of new products
enhance our competitive position lean
manufacturing initiatives lead to more
efﬁcient manufacturing processes also
lowering cost and reducing working
capital 
the progress of the managing for 
value initiative is set out on the following
time line
managing for value
we focus our planning reporting control and performance management
framework on a managing for value approach
year to april 2001
• external strategic review
• strategic process 
framework developed
• changes to core processes 
for evaluating investments 
and acquisitions
year to april 2002
• performance measurement
incorporates economic 
proﬁt cash added value 
and economic return
• free cash ﬂow 
metric introduced
• economic value models
introduced to assess 
intrinsic value and perform
value gap analysis
eight months to december 2002
• business performance
measurement incorporates
economic proﬁt cash added
value and economic return
year to december 2003
• new management incentive
scheme introduced focusing 
on bonusable proﬁt 
operating proﬁt after tax 
and cost of capital charge
• external presentation of
strategic position analysis 
for each business group
• focus on return on invested
capital at the group level
• focus on return on invested
capital at the divisional level
• free cash ﬂow identiﬁed at
divisional level
• weighted average cost of
capital disclosure
• bonusable proﬁt disclosure
internal
external board of directors
19 tomkins plc report  accounts 2003
1 david newlands
nonexecutive chairman aged 57
appointed to the board in august 1999 and
became chairman in june 2000 he is non
executive chairman of kesa electricals plc
deputy chairman of the standard life assurance
company and a director of a number of other
companies he was formerly finance director of
the general electric company plc and non
executive chairman of britax international plc 
4 norman broadhurst
independent nonexecutive director aged 62
appointed to the board in december 2000 he 
is currently chairman of chloride group plc and
freightliner limited he is also a nonexecutive
director of cattles plc old mutual plc and
united utilities plc he was group finance
director of railtrack plc from 1994 to 2000 
7 sir brian pitman
senior independent nonexecutive director aged 72
appointed to the board in june 2000 he 
is a nonexecutive director of the carphone
warehouse group plc and singapore airlines
he has also been appointed as interim chairman
of itv plc and is a senior advisor to morgan
stanley he retired in april 2001 from lloyds 
tsb group plc where he was chief executive 
for 13 years and chairman for 4 years he was
also nonexecutive chairman of next group plc
from 1998 until may 2002 
2 james nicol
chief executive ofﬁcer aged 50
appointed to the board in february 2002 former
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 vicechairman when magna acquired
triam in 1998
5 jack keenan
independent nonexecutive director aged 67
appointed to the board in november 2001 
he is presently a nonexecutive director of 
marks and spencer group plc general mills inc 
and the body shop international plc and is the
patron of the advisory board of the cambridge
university centre for international business and
management previously he was chairman of kraft
international chief executive of guinness united
distillers  vintners ltd and an executive director 
of diageo plc until he retired in october 2001
8 marshall wallach
nonexecutive director aged 61
appointed to the board in august 1999 he is
president of wallach capital advisors which is
based in denver colorado and advises the gates
family on its interest in the group’s perpetual
preference shares 
3 ken lever
finance director aged 50
appointed to the board in november 1999 he 
is a nonexecutive director of vega group plc
he is a chartered accountant and a member 
of the icaew financial reporting committee 
he has held executive directorships at albright
and wilson plc alfred mcalpine plc and corton
beach plc and was a partner in arthur andersen
6 ken minton
independent nonexecutive director aged 67
appointed to the board in december 2000 
he is a nonexecutive 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 
nonexecutive chairman of john mowlem 
 company plc and sgb group plc
1
4
7
2
5
8
3
6 20 tomkins plc report  accounts 2003
corporate social responsibility report
in recognising our corporate social
responsibilities tomkins’ approach 
is one of continuous improvement
particularly in the areas of health safety
and the environment “hse” notable
amongst our activities during the year 
has been the work of the health safety
and environment committee of the board
and a supporting team of specialist
professionals throughout the group they
have been active in guiding operating
businesses to strive to achieve the highest
internationally recognised standards
including occupational health and safety
assessment series 18001 and iso 14001 
in environmental management
another important milestone achieved
by tomkins during the year was the
company’s admittance to the ftse4good
uk index which is designed to measure 
the performance of companies that meet
globally recognised corporate responsibility
standards for inclusion eligible companies
must meet criteria requirements in three
areas namely working towards
environmental sustainability developing
positive relationships with stakeholders
and upholding and supporting universal
human rights
our code of conduct and ethics and
human rights policy form the basis on
which uniform standards are applied
across the group in all countries where 
we operate
health safety and environment
the priority and importance placed by the
board and management of tomkins on hse 
matters is driven by a belief and experience
that our commercial success and hse
performance are compatible objectives it
was because of the importance placed on
hse matters that the health safety and
environment committee was formed by 
the board at the beginning of the year
policy objectives and compliance
the intention of our hse policy is to
provide a safe and healthy workplace 
for our employees and to protect the
environment we are committed to the
highest health safety and environmental
standards consistent with regulatory
requirements and best management
practices our businesses are required to
operate their facilities consistent with 
this commitment we recognise that all
employees have a part to play in that
commitment and they are encouraged 
and expected to do so
our policies and objectives are
translated by management into speciﬁc
action plans for each operational site all
business groups are encouraged to set
realistic hse targets and objectives within
their annual business plans in order to
pursue a strategy based on continuous
performance improvement the hse
activities of individual businesses in the
group are monitored by a team of
specialist professionals who carry out
regular performance audits the audit
reports arising are provided to
management who are responsible for
correcting any deﬁciencies that come 
to light as a result of the audit 
health safety and environment
committee activities
the health safety and environment
committee plays a key role in our hse
activities the committee comprises two
nonexecutive directors and the chief
executive and has met four times during
the year meetings always take place at 
one of the group’s facilities and form 
part of a twoday programme during 
which the committee will usually visit two
or three sites amongst the committee’s
responsibilities is the determination on
behalf of the board of the framework or
broad policy and objectives in the areas of
hse and to propose any amendments to
existing policies and objectives for approval
by the board the committee has formal
terms of reference which can be found 
on the company’s website
wwwtomkinscouk each quarter the
committee receives an update of the 
hse reports across the group which
highlight current areas of hse focus and
improvement and any event or breach 
of regulatory requirements any serious
breach is communicated immediately to 
the chief executive and the committee
this ensures the committee is able to
monitor fully and assess the compliance
record of each business unit and ensure
corrective action is taken of the
environmental deﬁciencies found by
regulators or discovered during audits in
2003 the substantial majority related to
reporting deﬁciencies rather than unlawful
emissions on health and safety the
substantial majority of the occupational
safety and health administration “osha”
citations and informal inquiries were
resolved very quickly in one case a minor
injury resulted in an osha citation
to enable it to gain an understanding 
at ﬁrst hand of hse activities of business
units and the issues facing them site visits
are undertaken by the committee this
process enables the committee to maintain
a strong and continuing overview of the
way the group’s hse policies and objectives
are being implemented the committee
reports regularly to the board on its
activities which assists the board in making
informed decisions about the business 
of the group particularly relating to any
proposed new investment in manufacturing
facilities and the hse implications thereof
other hse activities
work has continued during the year to
integrate our hse activities which has been 
“throughout the group we have actively
guided our operating businesses to strive
to achieve the highest internationally
recognised standards” 21 tomkins plc report  accounts 2003
were not based on the iso 14001 outline
but achieve similar results and are not
intended for iso certiﬁcation 11 facilities
are expected to achieve iso 14001
compliant status in 2004 these facilities
have implemented an iso 14001
environmental management system but
have not undergone a formal registration
audit the remaining facilities have
committed to implementing environmental
management systems which are in various
stages of development the percentage of
facilities which have an environmental
management system in place has doubled
to 42 during the year and further
progress is expected during 2004
there were a number of notable
environmental achievements during the
year and by way of example ﬁve are
summarised below
• at standardthomson corporation the
largest manufacturer of thermostats for
vehicles in the us a team was formed
with representatives from environmental
facilities and manufacturing operations
with the purpose of improving the
quality material handling facilities 
safety and environmental requirements
associated with the cleaning of
thermostat components with the
implementation of lean manufacturing
initiatives the opportunity arose to
review the existing clean line process 
the result was the installation of a new
stateoftheart cleaning system which
improved quality by the elimination 
of damage to parts reduced chemical
consumption by 75 and water
consumption by 20000 gallons per
working day eliminated steam from the
cleaning process resulting in a substantial
reduction in the use of the plant’s boilers
and ﬁnally reduced waste water
discharges and nitrous oxide and sulphur
dioxide emissions signiﬁcantly the
ﬁnancial impact is that in less than 18
months the cost of the new process will
be met by the savings achieved
• at the air system components plant in
lebanon indiana a new closed loop
parts washer cleaning system has been
installed which treats and lowers metal
concentrations in waste water prior to
discharge to the sewer in compliance
with local and federal regulations this
saves money on transportation and
external treatment costs and the savings
will have paid for the equipment in
about three months
met with enthusiasm this has provided 
the opportunity amongst other things 
for a greater consistency in reports to 
the committee
regular conferences are held by hse
professionals from around the group 
which have provided a forum in which
experiences can be shared and issues
discussed there is now tangible evidence
of beneﬁts emerging from such meetings
and the experience of hart and cooley
described below is just one such example
it also provides opportunities for training
and bringing practitioners up to date with
changes in hse rules regulations and laws
it also encourages operating businesses to
seek internationally accepted standards
this has accelerated the development
setting and monitoring of hse key
performance indicators “kpis” as
important groupwide operating measures
all of our business groups have established
a range of kpis within their current
business plans to monitor and assess hse
performance on an ongoing basis the
committee monitors the results of the 
kpis on a regular basis to ensure that hse
focus and continuous improvement in
performance is being delivered by all
business groups business risk assurance
audits are conducted by our own
professionals together with the site
management teams to ensure that
processes and controls are in place to
maintain compliance with group policy 
and the applicable local and national 
hse legislation examples of the kpis 
used include
• incidentaccident and severity rates
• raw material wastage and energy
consumed per applicable production 
unit and
• compliance with tomkins’ health 
safety and environment policy and 
local environmental legislation
environmental management systems
there has been a major increase in the
number of the group’s manufacturing and
distribution facilities worldwide achieving
iso 14001 certiﬁcation or equivalent out
of 149 facilities some 42 facilities were iso
14001 certiﬁed at the end of 2003 2002
18 and during 2004 a further 8 facilities
plan to achieve certiﬁcation a further 20
facilities have alternate environmental
management systems in place these
facilities have implemented fully functional
environmental management systems that 
• at dexter axle improvements have
been achieved in basic manufacturing
operations at two plants in missouri and
georgia for example by replacing
brush painting with paint spraying
which has had a positive environmental
impact as well as a positive ﬁnancial
impact at the missouri plant a new
lighting system has been installed which
will use less energy and cost less to
maintain as well as improving the
working conditions for employees
• at trico products’ texas facility a project
to minimise the amount of scrap plastic
material was instigated the process
consisted of blending recycled plastic
regrind with the base virgin material
and the recycle programme resulted in 
a 25 reduction in base material being
purchased for certain plastic parts
financially the project yielded a cost
improvement and environmentally the
facility was able to minimise the amount
of plastic material being wasted
• stackpole’s uk business formflo 
won the accelerate supplier of the 
year award for 2003 for sustainable
improvement two of the criteria 
used to judge the award were the
reduction in scrap from 34 in 2001 
to 12 in 2003 and the halving of
manufacturing lead times
there are a number of continuous
improvement projects which operating
businesses have been running which 
yield yearonyear gains in environmental
and ﬁnancial performance for example
at trico products’ texas facility a source
reductionwaste minimisation plan 
has been in place since 1999 this plan
requires the reduction of hazardous 
waste streams by 25 from 1999 to 
2005 the 25 reduction target has been
achieved after just four years operator
training in waste water treatment
techniques and optimising process
monitoring has resulted in a signiﬁcant
reduction in hazardous and non
hazardous waste streams and increasing
annual cost savings other projects at 
the same plant include reductions in 
the amount of oil and grease and 
total zinc concentration being legally
discharged into the municipal treatment
works from the rubber extrusion process
and the reduction of emissions into 
the environment from the dipcoating
process in the plating department 22 tomkins plc report  accounts 2003
corporate social responsibility report
continued 
health and safety
our businesses are encouraged to seek 
the health and safety industry standard
occupational health and safety assessment
series ohsas 18001 or equivalent 
this standard has been created to allow
companies to develop systematic controls
relating to their health and safety risks 
and to seek external accreditation of the
management system
trends on accidents within tomkins
manufacturing plants and distribution
facilities are measured using osha
standards since the majority of the 
group’s operations are based in north
america the number of reportable
accidents the incident rate and the
resulting lost days and the severity rate 
are all tracked in 2003 the incident rate
was 482 2002 606 and the severity 
rate 2680 2002 3509 this declining
trend has continued from 2001 and is a
key performance measure for each facility
there were a number of notable health
and safety achievements during the year
four of which are summarised below
• gates’ plants at charleston missouri
galesburg illinois and red bay 
alabama have been recognised for 
top performance by the us rubber
manufacturers association through 
rma’s safety health improvement
program by meeting rma improvement
criteria of a 10 reduction in incidence
rate over the prior year other gates’
plants at ashe county north carolina
iola kansas and siloam springs arizona
were also recognised for meeting rma
excellence criteria
• lasco fittings won the plastic pipe 
fitting association’s processor safety
recognition award for both 2001 and
2002 and this achievement is reﬂected 
in their accident incident rate where 
they have now gone 13 million hours
without a lost time injury
• at dexter axle’s albion facility robot
systems have been introduced to reduce
and in many cases eliminate material
handling by employees and as a result
greatly reducing the potential risk of
strain and repetitive stress injury
• the distribution centre at lithonia
georgia one of gates’ largest in the us
has worked an entire year without an
accident they have created safety
training programmes for all employees 
as well as an indepth and speciﬁc
programme for the operation of fork 
lift trucks narrowaisle reach lifts and
“cherry pickers”
there are numerous examples throughout
the group where changes to processes 
can yield environmental health and safety
and ﬁnancial beneﬁts in one operation 
as an example work done at hart and
cooley illustrates the sort of activity 
leading to gains in all three areas as 
a direct result of the annual tomkins 
safety and environmental conference 
an energy audit of the holland michigan
manufacturing facility of hart and cooley
disclosed that approximately onesixth of
all electricity used was attributed to plant
lighting at a substantial annual cost the
audit also disclosed that 50 of both the
cost and usage could be reduced through
the installation of energy efﬁcient units
with longer bulb life lower wattage and
better performance these units can also 
be disposed of as general refuse compared
to the metal halide ﬁxtures which have
mercury content and require a licensed
waste hauler for disposal phase 2 of the
energy reduction programme is planned
which is expected to realise additional
savings through the replacement of all
ofﬁce ﬂuorescent lighting
acquisitions
we place a great deal of importance 
on hse matters in our acquisition 
process where appropriate external
environmental advisers are employed to
review and assess any environmental risks
to which we could become exposed if we
proceeded with an acquisition in addition
a review is made of an acquisition
candidate’s environmental management
systems relationships with regulatory
ofﬁcials and general level of respect and
care shown for the environment in the
due diligence process health and safety is
also a key area for which a full review is
undertaken including among other things
the level of compliance with all applicable
laws and regulations where necessary 
an indemnity is sought from the vendor 
to cover any potential liabilities but it 
is possible that a potential acquisition
would be rejected if the hse risks were
considered to be too high we may require
a vendor to undertake health safety or
environmental improvements before we
will conclude a transaction
socially responsible investment
the board considers social environmental
and ethical matters in three respects
1 capital expenditure proposals
when submitting capital expenditure
proposals for approval by the board 
operating businesses are required 
to consider and report on social
environmental and ethical matters 
where there is any potential impact
2 reports from the hse committee
the chairman of the hse committee 
makes regular reports to the board on 
the activities of the committee and in
particular draws to the attention of 
the board any major issues
3 business risk assurance
the business risk assurance group 
has included in its overall business risk
assurance process speciﬁc requirements to
examine and assess social environmental
and ethical matters in its list of
responsibilities the results of the work 
of the business risk assurance group are
reported quarterly to the audit committee
which in turn reports to the board
our approach to managing risks to
short and longterm value arising from
social environmental and ethical matters 
is to include it as an integral part of the
general business risk assessment and
management processes through these
processes the board is able to assess the
signiﬁcant risks to the company’s short 
and longterm value such processes 
are subject to continual review and
improvement where appropriate
the tomkins annual bonus incentive
plan for management is focused on a
sharing of a proportion of group proﬁts
after deduction of the cost of capital an
intrinsic feature of our ability to generate
sustained proﬁtability is the need to
maintain high standards of hse controls 
in our operating businesses worldwide
there is much evidence some of which 
is set out in this report that actions to
improve standards of hse are frequently
ﬁnancially beneﬁcial to the group
furthermore high standards of hse are
often paralleled by high standards of
product quality control and customer
service for these reasons the board 
does not believe it is necessary to 
identify separately the performance 
on hse matters as a speciﬁc criterion 
in determining bonus payments
code of conduct and ethics
our code of conduct and ethics sets 
out a series of 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  23 tomkins plc report  accounts 2003
including a description of what action has
been taken to address those matters and
the timetable to completion the adoption
of international or comparable internal
standards tailored to the unique operation
by a growing number of operating
businesses increases the committee’s
conﬁdence in the veracity of the reporting
systems and procedures
charitable giving and community affairs
we have wellestablished guidelines that
determine the nature of organisations to
which we will give support we recognise
that we have an obligation to our
shareholders and the wider community in
which our businesses operate to provide
balanced and targeted charitable
assistance the charities given assistance
cover a wide range of activities including
health and welfare education civic and
community projects culture and the arts
we prefer to spread our charitable giving
over many smaller local charities that
usually do not have the organisation
structure or resources to compete with the
marketing skills of the larger highproﬁle
charitable bodies each year donations are
made to hundreds of charities we make
further donations through advertising
sponsorship products for prizes and
volunteers or other inkind support
in the uk applications are normally
made to tomkins’ corporate ofﬁce in
london requests for donations are made
from a variety of charities and we try to
respond positively to as many requests as
possible provided they come from small
local charities and are registered with the
charities commission
in the us most requests for support 
are made locally and donations can be
made in a number of ways the tomkins
foundation makes matching gifts
foundation gifts and contributions 
to united way an external charitable
organisation that distributes funds to
charities tomkins’ us subsidiary companies
also make donations to united way in
addition to their charitable giving activities
our businesses also run a whole range of
initiatives for the beneﬁt of local
communities these include allowing our
employees time off to participate in
community activities and other charitable
support with the cooperation of certain
of our us companies some local charities
will designate a “casual day for a cause”
whereby our companies allow their
employees to dress casually for a good
cause to enable funds to be raised for
laws of the countries in which we 
operate the code covers a number of
important areas including competing
fairly and complying with antitrust 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 behaviour and sets out some
general principles which are important 
in dealing with suppliers and customers
and with governments and government
agencies the code emphasises 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 the year 
no waivers have been either sought 
or granted the full code can be viewed
on our website wwwtomkinscouk or 
a printed copy is available by application
to the company secretary at the
company’s registered ofﬁce 
human rights
our human rights policy has established 
a number of principles that are applied
across the group these principles cover
antidiscrimination employee rights 
in the areas of health and safety wages
and working hours prohibition of 
child labour and social responsibility
covering environmental impact and
community relations we expect
employees to maintain the highest
standards in conformity with the 
principles a copy of the full text of 
the human rights policy can be found 
on our website wwwtomkinscouk
veriﬁcation
in the case of the code of conduct and
ethics and human rights policy senior
management throughout the group are
required to conﬁrm annually that they 
and their businesses have complied with
the principles set out in both the code 
and policy and to report any breaches 
for 2003 no breaches were reported by
any of the operating businesses a process
of veriﬁcation will be introduced in 2004
under which adherence to the code of
conduct and ethics and the human rights
policy will form part of the business risk
assurance process
in the case of hse the health safety
and environment committee of the board
receives detailed quarterly reports from a
team of experienced professionals on the
current status of all matters reported to 
the committee which require attention 
charity examples of the many organisations
to which help was provided during the year
include american heart association
american cancer society and the museum
of nature and science at the plant level
donations were also made to “march 
of dimes” an organisation that helps
prevent birth defects and infant mortality
and support was given to drug awareness
resistance education dare programmes
which aim to keep children off drugs
total charitable donations during the
year are shown in the directors’ report 
on page 25
no donations were made to any
organisation in which any of the
independent nonexecutive directors
serves in an executive capacity
political donations
it is our practice not to use shareholders’
funds for the purpose of making 
political donations either in the form 
of cash donations or other inkind 
beneﬁts and consequently we have 
not sought shareholder approval to 
make such donations 24 tomkins plc report  accounts 2003
directors’ report
the directors present their report and the ﬁnancial statements for
the year ended 3 january 2004
principal activities
tomkins is a worldclass global engineering and manufacturing 
group with market and technical leadership across its three
businesses industrial  automotive air systems components and
engineered  construction products the principal subsidiary and
associated undertakings and their activities are listed in note 31 to 
the ﬁnancial statements
results
the audited ﬁnancial statements for the year ended 3 january
2004 are set out on pages 40 to 73 proﬁt attributable to
shareholders is £1718 million eight months ended 31 december
2002 – £1178 million
a review of the businesses activities and future developments 
of the company and its subsidiaries is given on pages 2 to 18 and
should be read as part of this report
ordinary dividends
the directors recommend an ordinary ﬁnal dividend of 74p per
ordinary share to be paid on 1 june 2004 to ordinary shareholders
on the register as at the close of business on 30 april 2004 together
with the ordinary interim dividend of 46p per share paid on 
10 november 2003 this makes a total dividend for the year 
of 120p eight months ended 31 december 2002 – 80p
acquisitions and disposals
see note 29 to the ﬁnancial statements
resolutions at the annual general meeting
resolution 7 is a resolution to reappoint deloitte  touche llp 
as the company’s independent auditors following the transfer 
on 1 august 2003 by the company’s auditors deloitte  touche of
their business to deloitte  touche llp a limited liability partnership
incorporated under the limited liability partnerships act 2000 the
company’s consent has been given to treating the appointment of
deloitte  touche as extending to deloitte  touche llp under the
provisions of section 265 of the companies act 1989 
resolution 9 renews the directors’ authority to issue relevant
securities up to an amount not exceeding £12887706 representing
257754120 ordinary shares of 5p each being 33
1
⁄3 per cent of 
the issued ordinary share capital excluding treasury shares as at 
26 february 2004 until the next annual general meeting the
company held no shares in treasury as at 26 february 2004 there
are at present no plans to exercise this authority except in relation
to share options and other similar categories of allotment
resolution 10 renews the directors’ authority to allot shares 
for cash without ﬁrst offering them to existing shareholders 
on a pro rata basis until the next annual general meeting 
if resolution 12 is approved at the annual general meeting 
the authority will also cover the sale of treasury shares for cash 
the authority sought is limited to the issue or in the case of 
treasury shares sale of up to 38663100 ordinary shares of 5p each
£1933155 being approximately but not more than 5 per cent 
of the issued ordinary share capital as at 3 january 2004 and also 
as at 26 february 2004 your board conﬁrms its intention in line
with the guidelines issued by representatives of institutional investors
and the london stock exchange that not more than 75 per cent of
the issued ordinary share capital will be allotted or in the case of
treasury shares sold for cash on a non preemptive basis during any
threeyear period
resolution 11 seeks authority for the company to make market
purchases of its own ordinary shares up to a maximum of 
10 per cent of the issued ordinary share capital your board may
make purchases of the company’s shares if it considers such
purchases will result in an increase in earnings per share and are
considered to be in the best interests of shareholders generally
if the company purchases any of its ordinary shares pursuant to
resolution 11 the company may cancel these shares or hold them 
in treasury such decision will be made by your board at the time 
of purchase on the same basis as outlined above
at last year’s agm the company was given authority to make
market purchases of up to 115868703 ordinary shares of 5p each
no ordinary 5p shares have been purchased by the company in the
market since that date the company effected the early redemption
of the us50 redeemable convertible cumulative preference shares
during the course of the year see note 22 to the ﬁnancial
statements the redemption of these shares was effected pursuant
to the resolutions passed at the extraordinary general and class
meetings held on 11 august 2003
the total number of options to subscribe for ordinary shares 
of 5p each in the company outstanding at 26 february 2004 was
25248579 being 327 per cent of the issued ordinary share capital
excluding treasury shares as at that date if the company were 
to purchase the maximum number of ordinary shares permitted
under the existing authority and resolution 11 the options
outstanding at 26 february 2004 would represent 435 per cent of
the issued ordinary share capital excluding treasury shares
following new legislation the company may now hold its own
shares in treasury following their purchase resolution 12 is a
technical change to the articles of association of the company so
that the directors’ authority to allot shares for cash on a nonpre
emptive basis pursuant to resolution 10 will also cover the sale for
cash of any shares held by the company as treasury shares the
limits set out in resolution 10 will apply to both the allotment of
new shares and the sale of treasury shares for cash 
directors
the directors of the company at the year end are listed on the next
page they were all directors throughout the year mr a j reading
ceased to be a director prior to the year end on 31 december 2003
in accordance with the articles of association messrs d b newlands
k lever and sir brian pitman retire by rotation and being eligible
offer themselves for reappointment
directors’ interests 
the interests of the directors in the share capital of the company 
are shown on the next page no director had any beneﬁcial interest
in the shares or loan stock of any other group undertaking 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
no changes took place in directors’ interests during the period
from 4 january 2004 to 26 february 2004
for details of the directors’ options to purchase ordinary 
shares please refer to the remuneration committee report on 
pages 31 to 37 25 tomkins plc report  accounts 2003
3 jan 04 31 dec 02
directors’ interests no of shares no of shares
non non
5p ordinary shares beneﬁcial beneﬁcial beneﬁcial beneﬁcial
executive directors
k lever 265979 – 201809 – 
j nicol 1116982 – 1015230 – 
nonexecutive directors
n n broadhurst 10000 – 8000 –
j m j keenan 9000 – 7000 – 
k j minton 106000 – 104000 – 
d b newlands 294515 20000 292515 20000
sir brian pitman 11717 – 9717 – 
m f wallach 115000 – 113000 – 
perpetual preference shares 
m f wallach 240244 112537 240244 112537
redeemable preference shares 
m f wallach –– 216664 289978
 includes 19951 deferred shares for k lever and 67835 deferred shares for j nicol
research and development
applied research and development work continues to be directed
towards the introduction of new and improved products and the
application of technology to reduce unit and operating costs and 
to improve services to customers
employment policies
each company in the group is encouraged to implement
comprehensive employment policies designed to identify employees
with its achievements and determine ways in which their knowledge
and skills can best contribute towards its success schemes are
introduced to ensure that loyalty and performance are properly
rewarded the tomkins savings related share option scheme no 2
which provides an opportunity to purchase shares in tomkins is
open to all eligible employees as and when invitations 
to participate are issued 
employee involvement and communication programmes
continue to be developed designed to provide equal opportunity
to all irrespective of sex race religion or colour each company 
in the group endeavours to provide equality of opportunity in
recruiting training promoting and developing the careers of
disabled persons
supplier payment policy
tomkins requires its operating companies to determine terms and
conditions of payment for the supply of capital and revenue items
just as keenly as they negotiate prices and other commercial matters
suppliers are made clearly aware of the agreed terms and how any
disputes are to be settled and payment is made in accordance with
those terms
the number of days credit taken by the company for trade
purchases at 3 january 2004 was 22 days eight months ended 
31 december 2002 – 23 days the number of days credit taken 
by group companies for trade purchases at 3 january 2004 ranged
from 2 days to 183 days eight months ended 31 december 2002 – 
13 days to 142 days
the average number of days taken was 45 days eight months
ended 31 december 2002 – 44 days
pensions
the group operates retirement plans covering most employees a
proportion are deﬁned beneﬁt plans funded by contributions from
both employer and employee at rates determined by independent
actuaries in the light of regular valuations except where legislation
makes prefunding ﬁnancially inappropriate the remainder are money
purchase plans funded by contributions from employer and employee
the funds are held independently of the group’s ﬁnances and
administered by trustees in the united kingdom tomkins requests
that trustees prohibit fund managers from investing directly 
in the company
charitable and political donations
total charitable donations in the year were £563163 eight months
ended 31 december 2002 – £377235 of which the united kingdom
accounted for £110090 eight months ended 31 december 2002 –
£52876 in the united states they totalled £353751 eight months
ended 31 december 2002 – £272728 of which £161607 eight months
ended 31 december 2002 – £103266 came from a tomkins funded
charitable trust and in the remaining overseas companies they
totalled £99280 eight months ended 31 december 2002 – £51631
no political donations were made during the year eight months
ended 31 december 2002 – £nil
substantial shareholdings
material interests notiﬁed to the company representing 3 per cent
or more of the issued ordinary share capital at 26 february 2004 are
set out in the table below
no of shares 
legal  general investment management limited 23279655 301
sprucegrove investment management limited 32121856 415
wellington management company llp 38897161 503
interests notiﬁed in the perpetual preference shares at 26 february
2004 were as below
perpetual preference shares no of shares 
l g atherton
1
8669956 8252
c g cannon
1
8526521 8115
c c gates
1
8639058 8222
v gates
2
7597989 7232
b g hopper
1
8932650 8502
r e hopper
3
8932650 8502
j a woodruff iii
1
8621831 8206
h g woodruff
2
8645658 8229
t s woodruff
2
8645658 8229
 includes interests held as joint trustees and interests in income from shares held under trust
where there may be more than one beneﬁciary it is for this reason that the interests sum 
to more than 100
1 joint trustees these persons are also income beneﬁciaries of some of the trusts in those
cases where the person is both a joint trustee and an income beneﬁciary in a particular
trust the holding is not counted twice
2 income beneﬁciaries only
3 includes interests held as joint trustee and by attribution from spouse b g hopper
independent auditors
a resolution will be proposed at the annual general meeting to 
reappoint deloitte  touche llp as independent auditors
approved by the board on 26 february 2004 and signed on 
its behalf by
n c porter
secretary 26 tomkins plc report  accounts 2003
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 planning control 
and performance management framework within which each 
of the group’s businesses operate 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 to 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
the planning control and 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
annual 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 framework described above is applied 
to major decisionmaking processes such as acquisitions as well 
as operational risks within the business including environmental 
health and safety 
the other key elements of the 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 to the extent that risks are both reasonably estimable and
likely to occur they are reﬂected speciﬁcally in the respective
business’ plan 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 onsite reviews of
underlying rationale and support for the signiﬁcant line item
components comprising the balance sheets for each business 
in the group
capital authorisation approval – all signiﬁcant capital
expenditures are subject to a formal capital authorisation process
which takes into account inter alia operational ﬁnancial and
technical risks for signiﬁcant capital projects a postinvestment
analysis is completed to facilitate continuous improvement in the
capital 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
compared to plan forecast and prior year and to explain signiﬁcant
variances from plan and changes in the business environment
monthly each business reassesses its forecast for the ﬁnancial 
year quarterly each business prepares a forecast for the following
eighteen months and reviews projections for the threeyear period
covered by the ﬁnancial plan
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
sarbanesoxley – as a foreign private issuer fpi listed on the
nyse in the us the group is subject to the provisions of the
sarbanesoxley act of 2002 the “act” speciﬁcally section 404
requires certiﬁcations by management regarding the effectiveness 
of internal controls over ﬁnancial reporting and requires our
external auditors to express an opinion on our assertions regarding
such internal controls accordingly the group is undertaking a
project to ensure we are in compliance with the requirements of
section 404 by 31 december 2005 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 our compliance with the act will serve
to further strengthen the internal control framework for the group
the group established an internal audit function in 2001 and
uses a cosourcing arrangement the vice president – business 
risk assurance directs the activities of the internal auditors on a 
daytoday basis and reports directly to the audit committee of 
the board at least four times a year as part of their ﬁnancial audit
responsibilities the external auditors also provide reports to the
audit committee on the operation of internal controls affecting key
financial processes the directors conﬁrm that the effectiveness of
the system of internal control for the year ended 31 december 2003
has been reviewed in line with the criteria set out in the guidance
for directors on the combined code “internal control” issued 
in september 1999  27
corporate governance report
tomkins plc report  accounts 2003
the board promotes the highest standards of corporate governance
within the company through its support and application of the
principles of good governance set out in section 1 of the combined
code a summary of the company’s system of applying the principles
and the manner in which the provisions in section 1 have been
complied with are set out in this report to shareholders section 1 of
the combined code sets out the main and supporting principles of
good governance for companies which are split into the following
areas directors remuneration accountability and audit and relations
with shareholders
a directors
1 the board
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 and 
to ensure that the necessary ﬁnancial and other resources are made
available to the management to enable them to meet those objectives
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
remuneration committee and the appointment of auditors and the
ﬁnancial performance and operation of each of the businesses 
the board has delegated to the chief executive ofﬁcer
responsibility for the daytoday management of the group subject 
to certain ﬁnancial limits above which board approval is required 
such delegated authority includes such matters as acquisitions and
divestitures investments capital expenditure borrowing facilities 
and foreign currency transactions
the board of directors is comprised of a nonexecutive chairman
ﬁve additional nonexecutive 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 jack keenan ken minton and sir brian pitman 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 organisation 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 marshall wallach is the only nonexecutive director deemed
not to be independent as a result of his advisory capacity to the gates
family who notwithstanding the redemption of the redeemable
convertible cumulative preference shares during the course of 2003
remain substantial preference shareholders in the company non
executive directors are normally appointed for a period of two years
which is renewable by agreement with the board the terms and
conditions of appointment of nonexecutive directors are available for
inspection at the company’s registered ofﬁce during normal business
hours and will also be available for inspection at the annual general
meeting the combined code recommends the appointment of a
senior independent nonexecutive director and sir brian pitman has
served in such capacity during the year under review
the role of nonexecutive directors is to challenge constructively
and help develop proposals on strategy scrutinise the performance of
management in meeting agreed objectives 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 the legal responsibilities of 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 meets not less than ﬁve times a year and will hold
additional meetings when circumstances require during the year 
to 3 january 2004 the board met on seven occasions including 
a meeting held solely to consider and approve group strategy
between meetings the chairman and chief executive ofﬁcer 
update the nonexecutive directors on current matters and there 
is frequent contact to progress the affairs of the company
attendance by each individual director at board and committee
meetings held during 2003 is set out in the table below
notes
1 na  not applicable where a director is not a member of a committee
2 the table provides details of the attendance record of each director at meetings of the board and of its respective committees during the year other directors have attended meetings of
the audit committee and remuneration committee by invitation these details are not included in the 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
audit remuneration nomination health safety and 
board committee committee committee environment committee
meetings meetings meetings meetings meetings meetings meetings meetings meetings meetings 
director held attended held attended held attended held attended held attended
david newlands 7 7 na na na na 1 1 na na
norman broadhurst 76445511 na na
jack keenan 76445311 na na
ken lever 7 7 na na na na na na na na
ken minton 7744551144
james nicol 7 7 na na na na na na 4 4
sir brian pitman 7 5 na na na na 1 1 na na
anthony reading 7 7 na na na na na na na na
marshall wallach 7 7 na na na na 1144 28 tomkins plc report  accounts 2003
corporate governance report
continued
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 wwwtomkinscouk 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 sarbanesoxley 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 sarbanesoxley act 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 predominantly a us
requirement but the principles will be applied in other jurisdictions
subject to local employment law
reelection of directors
at the forthcoming annual general meeting of the company 
david newlands ken lever and sir brian pitman will stand for re
election details of their terms of appointment can be found in the
remuneration committee report the board strongly supports their 
reelection and recommends that shareholders vote in favour of their
reelection david newlands brings to the board and the affairs of the
company considerable ﬁnancial and management experience having
been ﬁnance director of the general electric company plc and a
nonexecutive director of a number of other companies he also has
substantial experience in relationships with institutional shareholders
sir brian pitman spent almost 50 years with lloyds bank becoming
chief executive in 1983 and chairman for his last four years with the
bank having managed a large ﬁnancial institution he brings extensive
experience to the board together with a wide knowledge of the city
and institutional shareholders and a particular emphasis on creating
shareholder value
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
during the year the chairman david newlands was appointed
chairman of kesa electrical plc and deputy chairman of the standard
life assurance company 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 nonexecutive 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 performance evaluation
the board conducted an evaluation of its own effectiveness and the
evaluation process concentrated on six key elements comprising 
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 candour that
encourages constructive evaluation v regular reviews of assessment
criteria and vi full disclosure of procedures and criteria to the board
the results of the ﬁrst evaluation were that in general much progress
had been made during the previous two years in improving the
effectiveness of the board but progress could still be made in
improving overall performance the evaluation found that the wide
range of skills and experience of the present group of directors
provided a sound basis for an effective board improvements in board
performance could be achieved through a number of measures
including the use of a more formal induction programme for new
directors modiﬁcations to some board processes and procedures 
a greater understanding of the macroeconomic environment in which
the company’s businesses are operating and regular reviews of
succession planning initiatives the matters identiﬁed in the board
performance evaluation have been considered by the board and 
action has been taken to address those matters
the performance of the chairman is reviewed and evaluated
annually by the board in his absence and it is intended that the
evaluation of individual directors and board committees will
commence in 2004
4 board committees
the board has established a number of committees with 
their own delegated authorities as deﬁned in their terms of 
reference which are reviewed periodically and receives reports 
of their proceedings a review of the terms of reference of 
board committees has been undertaken and amendments made 
to reﬂect recent changes in corporate governance requirements 
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 wwwtomkinscouk 
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 k j minton j m j keenan
the board has determined that all members of the audit committee
are independent for the purposes of the new combined code and 
rule 10a3b1 under the us securities exchange act of 1934 and
section 303a of the new york stock exchange’s listed company
manual in addition the members have wideranging ﬁnancial
commercial and management experience which they bring to the
work of the audit committee a brief summary of their biographical
details is set out on page 19 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 sarbanesoxley act of 2002  29 tomkins plc report  accounts 2003
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 uptodate uk and us ﬁnancial and accounting
knowledge and experience
the audit committee meets at least four times a year and 
on other occasions when circumstances require and reviews the
company’s ﬁnancial statements and reports including earnings
releases before they are submitted to the board for approval it
reviews the company’s ﬁnancial and corporate controls accounting
policies internal audit and business risk assurance activities and 
it monitors compliance with statutory requirements for ﬁnancial
reporting it also keeps under review the effectiveness of the group’s
internal control systems including ﬁnancial operational and
compliance controls and risk management procedures it considers
reports from external auditors internal auditors business risk
assurance executives and from other members of management and
reports and makes recommendations to the board in addition the
audit committee keeps under review the scope and results of the
external audit its cost effectiveness the independence and objectivity
of the auditor and the nature and extent of nonaudit services
supplied to the group by the external auditor seeking to balance 
the maintenance of objectivity and value for money
in determining its policy on the extent of nonaudit services
provided by the external auditor the committee takes account of the
rules of the us securities and exchange commission which regulate
and in certain circumstances prohibit certain types of nonaudit
services certain other rules including those relating to audit partner
rotation and 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 the committee believes that taken together the adoption
of these rules and regulations provides adequate protection of auditor
independence all fees proposed by the external auditor must be
reported to the audit committee and prior approval is required 
from the chairman of the audit committee for any projects above
speciﬁed limits
the company’s practice in accordance with the uk companies 
act and new combined code in relation to the appointment and
termination of the external auditor 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 external auditor is accountable 
to the audit committee which has the authority to appoint or dismiss
the external auditors 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 external auditor tomkins will not engage on a parttime or full
time basis any person who is or was an employee of the company’s
external auditor 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 external auditor 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 external auditor
who joined the company before the external auditor was appointed
will remain unaffected 
the committee met four times during the year to 3 january 2004 and
reports regularly to the board on its activities the company’s internal
and external auditors attend meetings and have the opportunity to
raise matters or concerns in the absence of executive directors and
other senior executives at separate meetings with the committee and
at other times
the committee’s terms of reference take account of the guidance
notes set out in sir robert smith’s report published in january 2003
remuneration committee
k j minton chairman n n broadhurst j m j keenan
the remuneration committee which meets at least twice a year and
on other occasions when circumstances require comprises independent
nonexecutive 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
the report of the remuneration committee can be found on 
page 31
nomination committee
d b newlands chairman n n broadhurst j m j keenan k j minton 
sir brian pitman 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 reappointment at the annual general meeting immediately
following the date of their appointment and thereafter they have to
seek reappointment no more than three years from the date they
were last reappointed the committee recommends to the board the
names of the directors who are to seek reappointment at the annual
general meeting
during the year no new board appointments were made
accordingly the nomination committee was not called upon to initiate
a recruitment process but the committee and board are aware of and
support the principles set out in section a4 of the new combined code
health safety and environment committee
k j minton chairman j nicol m f wallach
the health safety and environment committee meets at least four
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 health
safety and environmental local codes of practice legislation and
relevant industry practice more details of the work of the health
safety and environment committee can be found in the corporate
social responsibility report on page 20 30 tomkins plc report  accounts 2003
corporate governance report
continued
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 daytoday matters of a routine nature and
matters delegated to it by the board
b remuneration
the remuneration committee report to shareholders can be found on
page 31 and sets out the company’s remuneration policy procedures
and the remuneration of individual directors and related information
c accountability and audit
financial reporting
the board through the operating review and financial review 
seeks to provide a detailed review of each business of the group 
in conjunction with the chairman’s statement the chief executive
ofﬁcer’s statement the financial review and the directors’ report the
board seeks to present a balanced and understandable assessment of
the company’s position and prospects
internal control
further information on the internal control environment within which
tomkins operates may be found in the directors’ statement on internal
control on page 26
going concern
the directors’ statement in relation to the company and group
functioning on a going concern basis appears in the financial review
on page 17
“whistleblower” reporting procedures
under section 301 of the sarbanesoxley act all public companies
including nonus public companies such as tomkins acting through 
the audit committee of the board must provide a procedure for 
i the receipt and retention and ii the treatment of complaints
received by the company regarding accounting internal controls 
or auditing matters a procedure has been agreed in principle by the
audit committee for the conﬁdential and anonymous submission by
employees of concerns regarding questionable accounting or auditing
matters and is expected to be put in place by june 2004
d 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 interim and ﬁnal results provides opportunities for the
company to answer questions from institutional shareholders covering
a wide range of topics there is a regular dialogue with institutional
shareholders to ensure mutual understanding of objectives the chief
executive ofﬁcer participates in industry conferences organised by
investment banks which are attended by existing and potential
shareholders and he holds regular meetings with analysts and
institutional shareholders the chairman also maintains regular contact
with a number of the company’s major shareholders the company
exercises care to ensure that all pricesensitive 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 wwwtomkinscouk provides shareholders
and potential investors with information about the company including
annual and interim reports trading updates 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
individual shareholders on a wide range of matters individual
shareholders also have the opportunity of attending the annual
general meeting to put questions to the chairman and 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 also 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 new 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 the new combined code issued in july 2003 
is only effective for reporting years beginning on or after 1 november
2003 however tomkins considers that throughout the year to
3 january 2004 the company has been in compliance with the
provisions set out in section 1 of the new combined code except 
for those matters indicated in the corporate governance report and
the remuneration committee report
the certiﬁcations of the chief executive ofﬁcer and finance
director required under section 302 of the us sarbanesoxley act 
of 2002 and the related rules of the us securities and exchange
commission will be ﬁled as exhibits to the company’s form 20f 
in addition following the annual general meeting mr nicol will
certify to the new york stock exchange that he is unaware of any
violations by the company of the new york stock exchange’s 
corporate governance listing standards
the company has placed on its website wwwtomkinscouk 
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 
as required by section 303a11 31
remuneration committee report
tomkins plc report  accounts 2003
1 introduction
this report 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 3 january 2004 the policies that have been followed by the remuneration committee during the year in determining
the elements of executive remuneration have also been set out together with the policies and principles to be followed by the committee over the
next two years
this report has been prepared in accordance with schedule 7a of the companies act 1985 which sets out statutory requirements for the
disclosure of directors’ remuneration the report also meets the relevant requirements of the listing rules of the financial services authority and
describes how the board has applied the principles of good governance relating to directors’ remuneration schedule 7a requires the auditors to
report to the company’s members on the auditable part of the remuneration committee report and to state whether in their opinion that part
of the report has been properly prepared in accordance with the companies act 1985
since the report and accounts for the eight months ended 31 december 2002 the board has modified the terms of reference for the
remuneration committee to reflect current best practice 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 nonexecutive directors is a matter for the board itself the terms of reference of the remuneration committee can be found on
the company’s website wwwtomkinscouk
details of the emoluments bonuses benefitsinkind incentive arrangements including share options and other long term incentives pensions
and service contracts applicable to each director who served during the year are given in this report
the report will be put to the vote of shareholders at the forthcoming annual general meeting
2 membership of the remuneration committee and advisers unaudited information
the remuneration committee is made up exclusively of nonexecutive 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 organisation
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 judgement members of the committee who served throughout the year were
k j minton chairman
n n broadhurst
j m j keenan
there were no changes to the membership of the committee during the year 
the committee consults with the chairman of the board and chief executive officer concerning matters of executive remuneration the
committee also received advice from external advisers who were appointed by the company namely pa consulting concerning the company’s new
annual bonus incentive plan pa consulting provided no other professional services to the tomkins group during the year 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
3 statement of company’s policy on directors’ remuneration unaudited information
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 board should 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 calibre 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 recognises 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 organisation 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 whereby levels of total remuneration are set which attract retain and motivate executives and which are
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 valuecreating 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 establishment of performance targets for the company’s executive share
option schemes and the new incentive pay arrangements ensures that a substantial proportion of total remuneration is directly related to actual
measurable performance further details of the annual bonus incentive plan are set out in section 5b on page 34  32 tomkins plc report  accounts 2003
remuneration committee report 
continued
nonexecutive directors’ fees and chairman’s remuneration
the executive members of the board review from timetotime the fees of nonexecutive 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 in future the review of nonexecutive directors’ fees and the chairman’s remuneration will take 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
obligations 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 see further details set out in section 10 below
long term incentives and share options – performance conditions and phasing
the company has operated a number of sharebased longterm 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
this affects the tomkins restricted share plan “rsp” and the tomkins long term loyalty plan existing obligations in respect of those schemes will
be honoured but no new commitments will be entered into no further awards will be made under the group’s sharebased incentive plans other
than the tomkins share matching scheme which in due course will also be phased out as awards cease to vest under the rsp
as regards share options the company’s policy on performance conditions and phasing is to align the interests of scheme participants with
those of shareholders by setting appropriate performance conditions at levels that encourage and stretch management to maximise value creation
in addition performance conditions are selected that take account of current industry practice performance conditions where applicable for each
of the schemes operated by the company are given below the company has operated a policy of phasing the grant of options and recognises
that in exceptional cases it may be necessary to increase initial grants to attract and retain senior executives and employees with specialist skills
other than options granted under the employees’ savings related share option scheme no options are granted at a discount to the market price
no amount is payable by the employee on the grant of an option the current executive share option schemes will lapse for the purpose of
making grants in 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
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 375 per cent of their basic salary to enable them to make contributions to retirement benefit schemes of their choice on behalf
of themselves and their dependants all payments made by tomkins plc were for the year ending 3 january 2004
4 performance graph unaudited information
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 31 december
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 1998 to december 2003
50
60
70
80
90
100
110
120
130
140
dec 03 dec 02 dec 01 dec 00 dec 99 dec 98
tomkins 
ftse engineering  machinery 33 tomkins plc report  accounts 2003
5 elements of remuneration audited information
a basic salary fees bonuses and benefits in kind for the year ended 3 january 2004
total emoluments excluding 
retirement benefits
bonus year ended eight months to
basic bonus bonus deferred benefits in 3 january 31 december
salaryfees cash
1
shares
1
shares
2
kind
3
2004 2002
directors’ emoluments £000 £000 £000 £000 £000 £000 £000
chairman
d b newlands
4
155–––– 155 105
executive directors
j nicol 780 655 164 327 547 2473 1467
k lever 375 193 48 96 21 733 368
a j reading to 31 december 2003
5
851 141 11 8 55 1066 465
nonexecutive directors
n n broadhurst
4
40–––– 40 28
j m j keenan
4
37–––– 37 26
k j minton
4
45–––– 45 29
sir brian pitman
4
35–––– 35 25
m f wallach
4
37–––– 37 25
2355 989 223 431 623 4621 2538
1 details of bonus payments in accordance with the annual bonus incentive plan are given in b below
2 deferred shares are held under the annual bonus incentive plan
3 benefits in kind include company car and related costs medical cover and life assurance 
benefits in kind for james nicol for the year to 3 january 2004 included the following elements
a a buyout bonus payment and relocation allowance of £23333 per month for a period of three years commencing 18 february 2002 such payments to cease on termination of employment 
if sooner
b a cash payment under the deferred matching share purchase plan equivalent to the net dividend payable on 1015228 shares of tomkins plc
c on 26 april 2002 the company entered into a shortterm lease on a property that will be occupied by james nicol and his family from 1 june 2002 to 30 june 2004 james nicol has provided 
an indemnity to ensure that the company’s commitment as to the cost of such property is limited to that provided in his service contract and
d other benefits in accordance with the terms of his contract
4 during the year nonexecutive directors were paid a basic fee at the rate of £30000 per annum plus 2000 tomkins plc shares on 23 july 2003 2000 shares were purchased for each of them at 
a market price of £245 and the cost of these shares forms part of their remuneration in addition the chairmen of the audit committee remuneration committee and the health safety and
environment committee were each paid an additional £5000 per annum as a member of the health safety and environment committee marshall wallach is paid an additional £2500 
per annum as a member of the remuneration and audit committees jack keenan is paid an additional £2000 per annum in total
5 anthony reading stood down from the board on 31 december 2003 and his basic salary included £397217 paid in connection with the early termination of his employment representing 51 weeks’
salary included within his benefits in kind is an amount of £4700 in respect of relocation expenses paid in connection with the early termination of employment the company has undertaken
responsibility for the sale of anthony reading’s house in the usa as part of his relocation back to the uk 
during the year no director exercised any options and accordingly no gains or losses were made on exercise anthony reading for the eight month period to 31 december 2002 – gain of £22825
retirement benefits
james nicol and ken lever are not entitled to any retirement benefits defined in terms of final or average salary but in addition to the figures
above they receive a payment at an annual rate of 375 per cent of their basic salary which for the year ending 3 january 2004 amounted to
£293000 eight months to 31 december 2002 – £188000 and £141000 eight months to 31 december 2002 – £88000 respectively to enable
them to make contributions to retirement benefit schemes of their choice on behalf of themselves and their dependants
chairman’s remuneration
the remuneration committee noted during the course of the year that since david newlands became chairman of tomkins in june 2000 
his remuneration had remained the same having taken into consideration comparative remuneration data the contribution made by the
chairman to the company’s affairs and the time he devotes to the company’s business the committee recommended to the board that his
remuneration should be increased from £150000 to £175000 per annum plus 2000 tomkins plc shares with effect from 1 january 2004 this
recommendation was approved by the board
nonexecutive directors fees
the executive members of the board reviewed the fees paid to nonexecutive directors and noted that the basic fee paid to nonexecutive
directors of £30000 plus 2000 tomkins plc shares was last reviewed in 2000 having taken into consideration comparative remuneration data the
contribution made by individual nonexecutive directors to the company’s affairs the time they devoted 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 fee should be increased to £40000 plus 2000 tomkins plc shares commencing 1 january 2004 at the same time the fee
paid to the chairman of the audit committee was increased to £15000 per annum the fee paid to the chairman of the remuneration committee
was increased to £10000 per annum and the fee paid to the chairman of the health safety and environment committee was increased to £12500
per annum members of the audit committee will receive an additional fee of £7500 per annum members of the remuneration committee will
receive an additional £5000 per annum and nonexecutive members of the health safety and environment committee will receive £5000 per
annum and £1500 per meeting day all with effect from 1 january 2004 34 tomkins plc report  accounts 2003
remuneration committee report 
continued
b current schemes – annual bonus incentive plan share options and longterm incentives
i 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 less certain exceptional items and less a charge for invested capital 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 aftertax 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 adjustments are also made for non
operating exceptional items such adjustments are made with the approval of the remuneration committee 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 it is estimated to be 9 per cent the invested
capital is based on the book value of assets in the group excluding goodwill relating to acquisitions made prior to 30 december 1999
the incentive bonus of the executive directors of tomkins plc is based on a percentage of the “bonusable profit” of the group which for the
year ended 3 january 2004 was £963 million james nicol received the sum of £1146000 ken lever received the sum of £337000 and anthony
reading received the sum of £160000 which took account of the businesses for which he had responsibility in the current financial year anthony
reading is entitled to receive a bonus in respect of 51 weeks from 1 january 2004 as part of his termination arrangements although there is no
limit to the “bonusable profit” on which bonuses are calculated significant 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 as to foursevenths in cash oneseventh in bonus shares and twosevenths in deferred shares the bonus is 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 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 three years after the award dividends are not paid on the deferred shares
as a condition of continued participation in the plan the 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 increases in annual base salary of participants
are restricted to the equivalent rate of increase in the retail price 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 directors has in tomkins plc shares
ii share options
the tomkins executive share option scheme no 2 “esos 2” the tomkins executive share option scheme no 3 “esos 3” and the tomkins
executive share option scheme no 4 “esos 4”
esos 2 has expired for grant purposes though options already granted remain outstanding and can be exercised in accordance with the rules 
of the scheme
esos 3 is an inland revenueapproved scheme under which tomkins employees who are resident in the united kingdom for tax purposes 
are able to receive options with an aggregate exercise price not exceeding £30000 that attract favourable tax treatment 
esos 4 is not approved by the inland revenue and is a scheme under which options granted do not attract favourable tax treatment in the
united kingdom there is a limit to the number of options that can be granted under the esos 4 scheme of four times annual remuneration
which includes annual bonuses and certain benefitsinkind under esos 4 options granted in excess of four times a participant’s annual earnings
“super options” will only be exercisable if at least five years have elapsed since the date of grant and then only if over a fiveyear period
following the grant of the option the growth in the company’s earnings per share is such that it would be in the top quartile of a league table for
growth in earnings per share over a fiveyear period for companies in the ftse 100 index
esos 3 and esos 4 will continue and their current performance condition will remain in place until they lapse for grant purposes in 2005 
the performance condition is based upon the growth in tomkins earnings per share which must exceed the growth in the retail price index 
by an average of 2 per cent per annum over a threeyear period before an option can be exercised when the schemes were introduced in 1995
the earnings per share performance condition was widely adopted and the choice of 2 per cent was in accordance with contemporary practice 
in determining whether or not the growth in earnings per share performance condition has been met a simple arithmetic calculation is made
annually when the company’s results are known 35 tomkins plc report  accounts 2003
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 nontransferable option to acquire 5076142 shares with an aggregate market value of £10 million granted
on 11 february 2002 the price per share payable on the exercise of the option will be 197 pence in respect of 2538072 shares a option shares
276 pence in respect of 1522842 shares b option shares and 345 pence in respect of 1015228 shares c option shares the options vested as 
to onethird of a b and c option shares on 18 february 2003 will vest as to onethird of a b and c option shares on 18 february 2004 and as to
onethird of a b and c option shares on 18 february 2005 the option will lapse on 11 february 2012 or earlier in certain circumstances
ongoing option
this was also an option specifically and solely granted to james nicol on 11 february 2002 as part of the incentive package to attract him to the
company it consisted of a nontransferable option to acquire 1522842 shares at 197 pence which may not be exercised before 18 february 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 earnings per share over any threeyear period is equal to or greater than the rate of increase
of the retail price 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 same
lapsing events for the premium priced option apply to this option
if there is a variation in the share capital of the company the remuneration committee may adjust the number of shares in either the premium
priced option or the ongoing option as it reasonably deems appropriate to take account of the variation
the tomkins savings related share option scheme no 2
this is a standard inland revenueapproved savings related share option scheme which is open to employees who are resident for tax purposes in
the united kingdom no grants under this scheme were made during the year
movements in directors’ share options during the year were
at 3 january 2004 granted in the year† at 31 december 2002 period of exercise
exercise
no no price p no from to
j nicol 9168440 1440576 20825 6598984 4 jan 04 11 dec 13
1128880 26575
k lever 1078000 150000 20825 728000 19 jan 04 11 dec 13
200000 26575
a j reading 653000 150000 20825 503000 4 jan 04 16 jul 04
or earlier date of leaving
†due to the change in accounting year end and related close periods options attributed to directors’ performance in both 2002 and 2003 were granted during the year
weighted average exercise price p weighted average exercise price p
net value of unexercised options 3 january 2004 31 december 2002
3 january 31 december exercise price market price exercise price market price 
2004 2002 exceeds exceeds exceeds exceeds 
£000 £000 market price exercise price market price exercise price
j nicol 3836 – 30360 21115 23800 –
k lever 591 63 – 21419 22618 17100
a j reading 128 – 28750 23272 25657 –
or earlier date of leaving
1 the midmarket price of a tomkins share as at 3 january 2004 was 26900 pence with a range during the year 1 january 2003 to 3 january 2004 of 16875 pence to 28850 pence
2 options included in the above table relate to the tomkins executive share option schemes no 3 and no 4 j nicol 2569456 shares k lever 1078000 shares and in the case of james nicol 
premium priced options 5076142 shares and ongoing options 1522842 shares
iii longterm incentives
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 the deferred
matching share purchase plan 3045684 shares “matching shares” were awarded on 11 february 2002 following the purchase by james nicol of
1015228 tomkins plc shares the “purchased shares” after three years from 18 february 2002 or earlier in certain circumstances the award will
vest in respect of 1015228 matching shares the remaining 2030456 matching shares will vest according to the share price at that time to the
extent that for every 1 pence that the share price increases over 197 pence being the market price on 8 february 2002 up to a maximum of 591
pence james nicol will receive 5153 shares he may elect at any time prior to the vesting of the award to receive either the shares or at his
option a cash payment equal to the market value on the date of the award the award is conditional upon james nicol or his relatives or trustees
of a family trust fund holding the purchased shares for at least three years until the award vests in respect of at least onethird of the matching
shares james nicol is entitled to receive a cash payment equal to the net dividends payable on the purchased shares the cash payment shall
reduce pro rata to the extent of any vesting of the award up to onethird of the matching shares the aggregate value of the entitlement of
james nicol in respect of 1015228 matching shares and a further 371016 matching shares derived from 5153 shares multiplied by the difference
in the market price at 3 january 2004 of 269 pence and 197 pence at the year end amounted to £3729000 31 december 2002 – £1929000 36 tomkins plc report  accounts 2003
remuneration committee report 
continued
c closed schemes – the tomkins restricted share plan “rsp” the tomkins share matching scheme “sms” and the tomkins long term loyalty
plan “ltlp”
the rsp required either an element of annual cash bonus to be taken in restricted shares in the form of a trustee award or employees could acquire
further shares in the company in the form of a company award using cash bonuses already paid to them both trustee and company awards were
subject to forfeiture if an employee left the company before the end of a threeyear restricted period the last award made was in july 2001
the sms matched vested trustee or company awards under the rsp sms awards were up to two conditional share matching awards vesting 
a further two years and four years respectively after the end of the rsp restricted period each award being for the same number of ordinary shares
vesting under the rsp with proportionate reductions to the matching awards on a disposal of any vested shares when existing commitments to
match rsp awards have been satisfied the sms will close
the ltlp allowed participants to use their own funds to acquire tomkins shares which were matched up to a maximum of 100000 matched
shares per employee the sale or transfer of any of the shares purchased by the employee at any time during a sevenyear restricted period would
result in the forfeiture of the matched shares the last awards made were in july 1997
with shareholder approval these share schemes were introduced in 1995 and 1996 with no performance conditions attached and accordingly
they do not comply with schedule a of the combined code
directors’ interests in tomkins shares at 3 january 2004
the directors’ current interests in tomkins shares are set out in the directors’ report on page 24 and in the case of the executive directors where
appropriate these include shares held through their participation in the rsp sms and ltlp together the “schemes”
the interests of the directors in tomkins ordinary shares held within the schemes that are yet to vest and yet to be included in directors’
remuneration were as follows
3 january 31 december 
scheme 2004 awarded vested 2002 vesting
director or plan number number number number period
k lever rsp 100000 – 1869 101869 2004
sms 1809 1809 – – 2005
a j reading to 31 december 2003 sms – – 17320 17320 2003
ltlp – – 100000 100000 2003
1 ken lever’s rsp award of 100000 shares will vest at the end of the threeyear restricted period but will not be eligible for a matching award under the sms
2 within the rsp the value of entitlements for current directors at 3 january 2004 was £269000 31 december 2002 – £194000 during the year 1869 shares vested under the rsp at 26775 pence per
share market value £5000 in respect of ken lever period ended 31 december 2002 – £25000 in respect of former director anthony reading
3 for the sms the value of entitlements for current directors at 3 january 2004 was £5000 31 december 2002 – £33000 1809 shares were awarded to ken lever on 25 november 2003 in relation 
to the vesting of the rsp award made on 15 august 2000 with a market value of £5000 when the market price per share was 27125 pence per share period ended 31 december 2002 – £24000 in
respect of former director anthony reading no other director received an award under the sms during the year
during the year 17320 shares vested under the sms at 26750 pence per share market value £46000 in respect of anthony reading period ended 31 december 2002 – £138000 in respect of former
director david snowdon and £23000 in respect of former director richard marchant at 3 january 2004 1809 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 31 december 2002 – 117320 shares required to be retained by anthony reading no other current director was required to retain shares in this
respect at 3 january 2004
4 within the ltlp the value of entitlements for current directors at 3 january 2004 was £nil 31 december 2002 – £190000 during the year 100000 shares vested under the ltlp at 26750 pence per
share market value – £268000 in respect of anthony reading period ended 31 december 2002 – £254000 in respect of former director david snowdon and £94000 in respect of former director
richard marchant
6 retirement benefits audited information
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 375 per cent of their basic salary to enable them to make contributions to retirement benefit schemes of their choice on behalf of
themselves and their dependants all payments made by tomkins plc were for the year ending 3 january 2004 the normal retirement age of the
directors is 60
retirement benefits defined in final salary terms accrued during the year ending 3 january 2004 for anthony reading the tomkins retirement
benefits plan the ”rbp” provides pension and other benefits within inland revenue limits total benefits for anthony reading are in excess of
prescribed limits the excess benefits for him are unfunded 
the accrued benefit entitlements and transfer values were
transfer value
accumulated transfer value of accrued 
total of accrued of accrued accumulated pension at
age at pension at pension at total of accrued 30 april 2002 increase in
31 december 31 december 31 december pension at valued at transfer value
2003 2003 2003 31 dec 2002 31 dec 2002 over year
name of director £000 pa £000 £000 pa £000 £000
a j reading 60 189 2484 103 1475 1009
the transfer values are the full cash equivalent of the accrued pension at the stated date calculated in accordance with actuarial guidance note
gn11 version 81 
the increase in transfer value takes into account that tomkins has consented to anthony reading’s early retirement the terms of early retirement
in this event are laid down under the rules of the rbp 37 tomkins plc report  accounts 2003
accrual for anthony reading as a director ceased on 31 december 2003 he continued in service beyond his sixtieth birthday and his alternative
pension formula based on retiring at 65 applies pensionable earnings on this formula comprises basic earnings only recalculating his accrual to 
31 december 2002 on the formula would have resulted in an accrued pension of £152000 pa higher than the £103000 pa accrued pension disclosed
last year but of less value his accrual was augmented during the year by £13256 pa the benefit he would have accrued as a director during the
2004 year 
taking account of the recalculated accrual to 31 december 2002 and the augmentation to his accrual of £13256 the total increase in accrual 
for anthony reading in the period after allowing for inflation amounted to £33123 the total increase in accrual before allowing for inflation
amounted to £37366 the transfer value of the increase before any allowance for early retirement terms amounts to £422000 
7 service contracts unaudited information
a summary of the service contract or letter of appointment of individual executive directors and nonexecutive directors is as follows
james nicol – chief executive officer
the company and james nicol entered into a contract dated 11 february 2002 which set out the terms and conditions under which he joined the
company as chief executive officer on 18 february 2002 the contract remains in force until terminated by either party giving notice of not less
than twelve months
ken lever – finance director
on 1 november 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
anthony reading – former chairman tomkins corporation
anthony reading who joined the company on 1 october 1990 and stood down from the board on 31 december 2003 entered into a
memorandum with the company on 31 july 1999 which updated the terms and conditions of his employment with the company the terms 
of the memorandum were terminable by either party giving notice of 51 weeks and such notice was given on 31 december 2003
nonexecutive directors
none of the nonexecutive directors has a service contract with the company their terms of engagement being set out in a letter of appointment
ordinarily nonexecutive directors serve for a period of two years but subject to agreement with the board a nonexecutive director can be 
reappointed for a further term of two years the appointment of nonexecutive directors may be terminated before the conclusion of their 
twoyear term by and at the discretion of either party upon two weeks’ written notice in the case of david newlands the appointment 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 nonexecutive 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 – 11 december 2002 jack keenan – 1 november 2003 ken minton – 11 december 2002 david newlands – 
18 february 2002 sir brian pitman – 30 june 2002 marshall wallach – 1 august 2003
8 payments made to and interests of former directors audited information
no payments were made to former directors during the year
9 sums paid to third parties in respect of a director’s services audited information
no amounts are paid to third parties in respect of a director’s services to the company
10 sums received by executive directors from other external directorships audited information
during the year ken lever served as a nonexecutive director on the board of vega group plc for which he receives a nonexecutive directors’ fee of
£27500 per annum he was also a nonexecutive director of merewood group ltd until 4 june 2003 for which he was paid a nonexecutive director’s
fee of £6000 per annum in both cases mr lever retained the nonexecutive director’s fees no other executive director held a nonexecutive
directorship during the year james nicol holds no external directorships
compliance statement
the company complies with the requirements of schedule 7a of the companies act 1985 and the listing rules of the financial services authority
unless otherwise indicated in preparing this report the remuneration committee has given full consideration to the provisions set out in schedule b
to the combined code
ken minton
chairman of the remuneration committee
26 february 2004 38 tomkins plc report  accounts 2003
statement of directors’ responsibilities
united kingdom company law requires the directors to prepare
ﬁnancial statements for each ﬁnancial year which give a true and 
fair view of the state of affairs of the company and the group at the
end of the ﬁnancial year and of the proﬁt of the group for the year 
in preparing these ﬁnancial statements the directors are required to
i select suitable accounting policies and apply them consistently
ii make judgements and estimates that are reasonable and prudent
iii state whether applicable accounting standards have been
followed and
iv prepare the ﬁnancial statements on the going concern basis 
unless it is inappropriate to presume that the group will continue
in business
the directors are responsible for keeping proper accounting records
which disclose with reasonable accuracy at any time the ﬁnancial
position of the company and the group and to enable them to ensure
that the ﬁnancial statements comply with the companies act 1985
they are also responsible for safeguarding the assets of the company
and the group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities
independent auditors’ report
to the members of tomkins plc
we have audited the ﬁnancial statements of tomkins plc for the 
year ended 3 january 2004 which comprise the proﬁt and loss account
the balance sheets the cash ﬂow statement the statement of total
recognised gains and losses the reconciliation of movement in
shareholders’ funds the principal accounting policies and the related
notes 1 to 31 these ﬁnancial statements have been prepared under
the accounting policies set out therein we have also audited the
information in the directors’ remuneration report that is described 
as having been audited
this report is made solely to the company’s members as a body 
in accordance with section 235 of the companies act 1985 our audit
work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an
auditors’ report and for no other purpose to the fullest extent
permitted by law we do not accept or assume responsibility to anyone
other than the company and the company’s members as a body for
our audit work for this report or for the opinions we have formed
respective responsibilities of directors and auditors
as described in the statement of directors’ responsibilities the
company’s directors are responsible for the preparation of the ﬁnancial
statements in accordance with applicable united kingdom law and
accounting standards they are also responsible for the preparation of
the other information contained in the report and accounts including 
the directors’ remuneration report our responsibility is to audit the
ﬁnancial statements and the part of the directors’ remuneration report
described as having been audited in accordance with relevant united
kingdom legal and regulatory requirements and auditing standards
we report to you our opinion as to whether the ﬁnancial statements
give a true and fair view and whether the ﬁnancial statements and 
the part of the directors’ remuneration report described as having been
audited have been properly prepared in accordance with the companies
act 1985 we also report to you if in our opinion the directors’ report 
is not consistent with the ﬁnancial statements if the company has 
not kept proper accounting records if we have not received all the
information and explanations we require for our audit or if information
speciﬁed by law regarding directors’ remuneration and transactions 
with the company and other members of the group is not disclosed
we review whether the corporate governance statement reﬂects the
company’s compliance with the seven provisions of the combined code
speciﬁed for our review by the listing rules of the financial services
authority and we report if it does not we are not required to consider
whether the board’s statements on internal control cover all risks and
controls or form an opinion on the effectiveness of the group’s
corporate governance procedures or its risk and control procedures
we read the directors’ report and the other information contained
in the report and accounts for the above year as described in the
contents section including the unaudited part of the directors’
remuneration report and consider the implications for our report 
if we become aware of any apparent misstatements or material
inconsistencies with the ﬁnancial statements
basis of audit opinion
we conducted our audit in accordance with united kingdom auditing
standards issued by the auditing practices board an audit includes
examination on a test basis of evidence relevant to the amounts and
disclosures in the ﬁnancial statements and the part of the directors’
remuneration report described as having been audited it also includes
an assessment of the signiﬁcant estimates and judgements made by the
directors in the preparation of the ﬁnancial statements and of whether
the accounting policies are appropriate to the circumstances of the
company and the group consistently applied and adequately disclosed
we planned and performed our audit so as to obtain all the
information and explanations which we considered necessary in order
to provide us with sufﬁcient evidence to give reasonable assurance that
the ﬁnancial statements and the part of the directors’ remuneration
report described as having been audited are free from material
misstatement whether caused by fraud or other irregularity or error 
in forming our opinion we also evaluated the overall adequacy of the
presentation of information in the ﬁnancial statements and the part 
of the directors’ remuneration report described as having been audited
opinion
in our opinion the ﬁnancial statements give a true and fair view of 
the state of affairs of the company and the group as at 3 january 2004
and of the proﬁt of the group for the year then ended and the
ﬁnancial statements and the part of the directors’ remuneration 
report described as having been audited have been properly prepared
in accordance with the companies act 1985
deloitte  touche llp
chartered accountants and registered auditors
london
26 february 2004
notes 
an audit does not provide assurance on the maintenance and integrity of the website
including controls used to achieve this and in particular on whether any changes may have
occurred to the ﬁnancial statements since ﬁrst published these matters are the responsibility
of the directors but no control procedures can provide absolute assurance in this area
legislation in the united kingdom governing the preparation and dissemination of ﬁnancial
statements differs from legislation in other jurisdictions 39
pro forma consolidated profit and loss account
tomkins plc report  accounts 2003
unaudited 
year ended 3 january 2004 year ended 31 december 2002
before before
goodwill goodwill
amortisation amortisation
and and
exceptional goodwill exceptional exceptional goodwill exceptional
items amortisation items total items amortisation items total
£ million £ million £ million £ million £ million £ million £ million £ million
turnover
continuing operations 30733 – – 30733 31517 – – 31517
discontinued operations 771 – – 771 937 – – 937
31504 – – 31504 32454 – – 32454
operating proﬁt
continuing operations 2435 119 – 2316 2377 104 – 2273 
utilisation of provision for loss on 
exit of business 16 – – 16 –––– 
2451 119 – 2332 2377 104 – 2273 
discontinued operations 101 – – 101 54 – – 54 
2350 119 – 2231 2431 104 – 2327 
share of proﬁtslosses of associates 09 – – 09 04 – – 04
operating proﬁt including associates 2359 119 – 2240 2427 104 – 2323 
lossproﬁt on disposal of businesses –– 185 185 –– 41 41 
provision for loss on exit of business –– 326 326 –––– 
reversal of other provisions 
disposal of operations and 
related warranties –– 331 331 –––– 
provision for loss on disposal of business 
to be discontinued
impairment of goodwill –– 514 514 ––––
impairment of assets –– 215 215 ––––
proﬁt on disposal of ﬁxed assets –– 77 77 –––– 
proﬁt before interest 2359 119 832 1408 2427 104 41 2364 
net interest 84 – – 84 06 – – 06 
proﬁt on ordinary activities before tax 2275 119 832 1324 2433 104 41 2370 
before exceptional items 2275 119 – 2156 2433 104 – 2329 
exceptional items

–– 832 832 –– 41 41 
tax on proﬁt on ordinary activities 457 30 902 475 396 33 86 449
proﬁt on ordinary activities after tax 1818 89 70 1799 2037 71 45 1921 
equity minority interest 81 – – 81 81 – – 81
proﬁt attributable to shareholders 1737 89 70 1718 1956 71 45 1840 
dividends on equity and nonequity shares 1217 – – 1217 1573 – – 1573
gain arising on the early redemption 
of redeemable convertible cumulative 
preference shares 108 – – 108 –––– 
retained proﬁt 628 89 70 609 383 71 45 267 
earnings per share
basic 1878p 1853p 2041p 1891p
diluted 1821p 1801p 1963p 1847p
dividends per ordinary share
†
1200p 1200p
 exceptional items exclude operating exceptional items
† dividends per ordinary share for the year ended 31 december 2002 are calculated taking the dividends for the eight months to 31 december 2002 plus four months pro rata based upon dividends 
for the year ended 30 april 2002 40 tomkins plc report  accounts 2003
consolidated profit and loss account
year ended 3 january 2004 eight months ended 31 december 2002
before before
goodwill goodwill
amortisation amortisation
and and
exceptional goodwill exceptional exceptional goodwill exceptional
items amortisation items total items amortisation items total
notes £ million £ million £ million £ million £ million £ million £ million £ million
turnover
continuing operations 30733 – – 30733 20333 – – 20333
discontinued operations 771 – – 771 639 – – 639
1 31504 – – 31504 20972 – – 20972 
operating proﬁt 
continuing operations 2435 119 – 2316 1447 68 – 1379
utilisation of provision for loss on 
exit of business 16 – – 16 ––––
2451 119 – 2332 1447 68 – 1379 
discontinued operations 101 – – 101 52 – – 52 
2350 119 – 2231 1499 68 – 1431 
share of proﬁts of associates 09 – – 09 07 – – 07 
operating proﬁt including associates 1  2 2359 119 – 2240 1506 68 – 1438 
lossproﬁt on disposal of businesses 29 –– 185 185 –– 71 71 
reversal of provision for loss on disposal 
of business –––– –– 35 35 
provision for loss on exit of business –– 326 326 –––– 
reversal of other provisions
disposal of operations and 
related warranties 20 –– 331 331 –––– 
provision for loss on disposal of business 
to be discontinued
impairment of goodwill 30 –– 514 514 ––––
impairment of assets 30 –– 215 215 ––––
proﬁt on disposal of ﬁxed assets –– 77 77 –––– 
proﬁt before interest 2359 119 832 1408 1506 68 106 1544 
net interest 4 84 – – 84 13 – – 13
proﬁt on ordinary activities before tax 2275 119 832 1324 1493 68 106 1531 
before exceptional items 2275 119 – 2156 1493 68 – 1425 
exceptional items

–– 832 832 –– 106 106 
tax on proﬁt on ordinary activities 6 457 30 902 475 228 22 86 292
proﬁt on ordinary activities after tax 1818 89 70 1799 1265 46 20 1239 
equity minority interest 81 – – 81 61 – – 61
proﬁt attributable to shareholders 1737 89 70 1718 1204 46 20 1178 
dividends on equity and nonequity shares 7 1217 – – 1217 864 – – 864
gain arising on the early redemption 
of redeemable convertible cumulative 
preference shares 108 – – 108 –––– 
retained proﬁt 23 628 89 70 609 340 46 20 314 
earnings per share
basic 8 1878p 1853p 1244p 1210p
diluted 8 1821p 1801p 1208p 1182p
dividends per ordinary share 7 1200p 800p
 exceptional items exclude operating exceptional items see note 3 41
consolidated cash flow statement
tomkins plc report  accounts 2003
eight
months
year ended ended
3 january 31 december 
2004 2002
notes £ million £ million
net cash inﬂow from operating activities 9 3320 2179 
dividends received from associated undertakings 05 05 
returns on investments and servicing of ﬁnance 10 449 334
tax paid net 10 296 595
capital expenditure net 10 1140 946
financial investment 10 25 01
acquisitions and disposals 10 1023 449 
equity dividends paid 975 572
net cash outﬂowinﬂow before use of liquid resources and ﬁnancing 583 185 
financing
share issues net of costs 07 11 
redemption of redeemable convertible cumulative preference shares 3845 – 
cash ﬂow increasingdecreasing debt and lease ﬁnancing 2395 199
net cash outﬂow from ﬁnancing 10 1443 188
management of liquid resources
cash ﬂow decreasing cash on deposit and collateralised cash 10 861 1094 
decreaseincrease in cash in the year 1165 1091 
reconciliation of net cash flow to movement in net funds
eight
months
year ended ended
3 january 31 december
2004 2002
notes £ million £ million
decreaseincrease in cash in the year 1165 1091 
cash ﬂow decreasingincreasing debt and lease ﬁnancing 10 2395 199 
cash ﬂow decreasing cash on deposit and collateralised cash 10 861 1094
change in net debtfunds resulting from cash ﬂows 11 4421 196 
loans and ﬁnance leases acquired with subsidiaries 28– 
new ﬁnance leases 43 – 
translation difference 11 269 128
decreaseincrease in net funds in the year 4223 68 
net funds at the beginning of the year 11 1576 1508 
net debtfunds at the end of the year 11 2647 1576  42 tomkins plc report  accounts 2003
consolidated balance sheet
31 december
3 january 2002
2004 restated
notes £ million £ million
capital employed
fixed assets
intangible assets 12 2167 1684 
tangible assets 13 7937 7876 
investments 14 74 82 
10178 9642 
current assets
stock 15 3739 4004 
debtors 16 6242 6245 
cash 1756 3415 
11737 13664 
current liabilities
creditors amounts falling due within one year 17 5023 4902
net current assets 6714 8762 
total assets less current liabilities 16892 18404 
creditors amounts falling due after more than one year 18 4884 2433
provisions for liabilities and charges 20 4235 5198
net assets 7773 10773 
capital and reserves
called up share capital
ordinary shares 22 387 387 
convertible cumulative preference shares 22 3372 3372 
redeemable convertible cumulative preference shares 22 – 3863 
3759 7622 
share premium account 23 928 922 
capital redemption reserve 23 4619 666 
own shares 23 64 41
proﬁt and loss account 23 1802 1224 
shareholders’ funds 7440 10393 
equity shareholders’ funds 4068 3158 
nonequity shareholders’ funds 3372 7235 
equity minority interest 333 380 
7773 10773 
comparative ﬁgures have been restated see note 23
approved by the board on 26 february 2004 and signed on its behalf by
j nicol k lever
director director 43
company balance sheet
tomkins plc report  accounts 2003
31 december
3 january 2002
2004 restated
notes £ million £ million
capital employed
fixed assets
tangible assets 13 52 47 
investments 14 15535 15837 
15587 15884 
current assets
debtors amounts falling due within one year 16 623 182 
debtors amounts falling due after more than one year 16 1537 3510 
cash 36 704 
2196 4396 
current liabilities
creditors amounts falling due within one year 17 765 837
net current assets 1431 3559 
total assets less current liabilities 17018 19443 
creditors amounts falling due after more than one year 18 3030 5514
provisions for liabilities and charges 20 01 – 
net assets 13987 13929 
capital and reserves
called up share capital
ordinary shares 22 387 387 
convertible cumulative preference shares 22 3372 3372 
redeemable convertible cumulative preference shares 22 – 3863 
3759 7622 
share premium account 23 928 922 
capital redemption reserve 23 4619 666 
merger reserve 23 1154 1154 
capital reserve 23 565 565 
own shares 23 50 27
proﬁt and loss account 23 3012 3027 
equity shareholders’ funds 10615 6694 
nonequity shareholders’ funds 3372 7235 
shareholders’ funds 13987 13929 
comparative ﬁgures have been restated see note 23
approved by the board on 26 february 2004 and signed on its behalf by
j nicol k lever
director director 44 tomkins plc report  accounts 2003
consolidated statement of total recognised gains and losses
eight
months
year ended ended
3 january 31 december
2004 2002
£ million £ million
proﬁt attributable to shareholders 1718 1178 
foreign exchange translation
– group 415 1121
– associated undertakings 04 03
419 1124
total recognised gains and losses 1299 54 
reconciliation of movement in shareholders’ funds
eight
months
ended
year ended 31 december 
3 january 2002
2004 restated
notes £ million £ million
total recognised gains and losses 1299 54 
dividends 7 1217 864
gain arising on the early redemption of redeemable 
convertible cumulative preference shares 108 – 
190 810
share issues net of costs 22  23 06 28 
early redemption of redeemable convertible cumulative preference shares 
including stamp duty commissions and other costs 23 3953 – 
goodwill written back on disposals 23 299 108 
provision for impairment of goodwill on proposed disposal 23 514 – 
purchase of own shares 23 25 18
cost of employee share schemes charged to the proﬁt and loss account 23 16 22 
net reduction to shareholders’ funds 2953 670
shareholders’ funds at the beginning of the year as previously stated 10395 11069 
prior year adjustment 23 02 06 
shareholders’ funds at the beginning of the year as restated  10393 11063 
shareholders’ funds at the end of the year 7440 10393 
comparative ﬁgures have been restated see note 23 45
principal accounting policies
tomkins plc report  accounts 2003
accounting convention
the accounts have been prepared under the historical cost convention
and in accordance with applicable uk accounting standards
basis of consolidation
the accounts include the results of all subsidiary undertakings
“subsidiaries” the results of subsidiaries acquired or sold are
consolidated for the periods from the effective dates of acquisition 
or to the effective dates of sale
accounting period
the accounts are for the 368 days ended 3 january 2004 the
comparative ﬁgures are for the 245 days ended 31 december 2002
foreign currencies
trading results denominated in foreign currencies are translated 
into sterling at the average rates of exchange ruling throughout the
year assets and liabilities are translated at the rates of exchange ruling
at the balance sheet date or at composite rates speciﬁed in related
forward contracts foreign exchange differences arising on 
the translation of the opening net assets of foreign subsidiaries the
translation of foreign subsidiaries’ proﬁt and loss accounts from
average or composite rates to closing rates and from transactions
executed solely for the purpose of hedging foreign currency translation
exposure are taken to reserves other exchange differences are taken
to the proﬁt and loss account when they arise
derivative ﬁnancial instruments
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 gains and losses
arising on these contracts are deferred and recognised in the proﬁt
and loss account or as adjustments to the carrying amount of ﬁxed
assets only when the hedged transaction has itself been reﬂected 
in the group’s accounts
if an instrument ceases to be accounted for as a hedge for
example because the underlying hedged position is eliminated 
the instrument is marked to market and any resulting proﬁt or loss
recognised at that time
fixed assets
fixed assets are stated at cost less accumulated depreciation and 
any provision for impairment
freehold land and assets under construction are not depreciated
depreciation of tangible ﬁxed assets other than freehold land and
assets under construction is provided on the straight line basis over
anticipated useful lives 
freehold buildings and long 
leasehold land and buildings ten to ﬁfty years
short leasehold land and buildings length of lease
plant equipment and vehicles two to twenty years
finance leases
assets held under leases which confer rights and obligations similar
to those attaching to owned assets are capitalised at fair value as
tangible ﬁxed assets and the corresponding liability to pay rentals 
is shown net of interest in the accounts as obligations under ﬁnance
leases the capitalised values of the assets are written off on the
straight line basis over the shorter of the period of the lease or 
the useful life of the asset concerned the interest element of the
lease payments is allocated so as to produce a constant periodic 
rate of charge
investments
shares in subsidiaries are stated at cost less provisions for impairment
an associated undertaking “associate” is an investment in which
the group has substantial longterm minority equity interest and 
in which it participates in commercial and ﬁnancial policy decisions
the consolidated proﬁt and loss account includes the group’s share 
of the results of associates investments in associates all of which were
acquired before 2 may 1998 are incorporated in the consolidated
balance sheet at cost less goodwill written off plus the group’s share
of postacquisition reserves
other investments are stated at the lower of cost and net 
realisable value
stock
stock is valued at the lower of cost and net realisable value with due
allowance for any obsolete or slow moving items net realisable value
is the estimated selling price less costs to complete and sell work in
progress ﬁnished goods and goods held for resale include an
appropriate proportion of overhead expense 
longterm contracts are valued at cost plus attributable proﬁt less
provisions for foreseeable loss if the outcome of a contract can be
assessed with reasonable certainty proﬁt is taken by the percentage 
of completion method otherwise proﬁt is taken at the conclusion 
of each contract
certain commodities used by operating companies are purchased 
or sold by way of forward contracts in order to ﬁx the purchase 
price of the underlying raw material or product where such an
arrangement exists commodities are accounted for at the cost ﬁxed 
by the forward contract
own shares
own shares deducted in arriving at shareholders’ funds represent the
cost of the company’s ordinary shares acquired by esop trusts in
connection with the group’s employee share schemes
the accounting policy for own shares held in an esop trust has
been amended to conform with urgent issues task force abstract no
38 “accounting for esop trusts” “uitf 38” see note 23
goodwill
goodwill being the excess of the cost of an acquisition over the fair
values attributed to the net assets at acquisition is now capitalised and 
is being amortised over its useful economic life which is usually expected
not to exceed twenty years provision is made for any impairment
goodwill arising on acquisitions made on or before 2 may 1998 
was charged directly to reserves the proﬁt or loss on disposal or
closure of a business includes any attributable goodwill previously
charged to reserves
turnover
turnover comprises sales in the ordinary course of business to external
customers for goods supplied and despatched and services provided
exclusive of sales related taxes 
application note g to financial reporting standard no5 “reporting
the substance of transactions” “frs 5” which deals with revenue
recognition has been adopted during the year the group’s revenue
recognition policy was already compliant with this pronouncement 46 tomkins plc report  accounts 2003
principal accounting policies
continued
research and development
expenditure on research and development and on patents and
trademarks is written off in the period in which it is incurred
operating leases
operating lease rentals are charged to the proﬁt and loss account 
on the straight line basis over the period of the lease
employee share schemes
with the exception of awards made under saye option schemes in
respect of which no cost is recognised the cost of awards made under
the group’s share based compensation schemes is based on the intrinsic
value of the awards and is charged to the proﬁt and loss account on 
a straight line basis over the period to which the employees’
performance relates
pensions and other postretirement beneﬁts
the costs of pension plans and other postretirement beneﬁts are
charged to the proﬁt and loss account so as to spread the costs over
the employees’ working lives with the group
as permitted by the transitional arrangements of financial
reporting standard no 17 “retirement beneﬁts” “frs 17” the group
has elected to defer its implementation the disclosures required under
the transitional arrangements are set out in note 26 
government grants
government grants relating to tangible ﬁxed assets are treated as
deferred income and credited to the proﬁt and loss account in equal
instalments over the anticipated useful lives of the assets to which the
grants relate other grants are credited to the proﬁt and loss account
when they are received
tax
the tax charge is based on the proﬁt for the year and takes into
account tax deferred due to timing differences between the treatment
of certain items for tax and accounting purposes deferred tax is
provided in full on all liabilities deferred tax assets are recognised to
the extent it is regarded that it is more likely than not that they will be
recovered deferred tax assets and liabilities have not been discounted 47
notes to the accounts
tomkins plc report  accounts 2003
1 segmental analysis
turnover operating proﬁt operating net assets
eight eight
months months
year ended ended year ended ended
3 january 31 december 3 january 31 december 3 january 31 december 
2004 2002 2004 2002 2004 2002
£ million £ million £ million £ million £ million £ million
by activity
continuing operations
industrial  automotive 19772 12639 1692 928 7774 7439 
air systems components 4479 3257 382 256 1003 1222 
engineered  construction products 6482 4437 626 422 1252 1511 
central costs – – 240 152 153 549
30733 20333 2460 1454 9876 9623
discontinued operations
engineered  construction products 771 639 101 52 132 448
31504 20972 2359 1506 10008 10071 
goodwill amortisation – – 119 68 – – 
31504 20972 2240 1438 10008 10071 
by geographical origin
united states of america 20751 14701 1861 1233 5100 6040 
united kingdom 2190 1256 327 64 912 716 
rest of europe 3291 1911 205 16 1195 1326 
rest of the world 5272 3104 620 321 2801 1989 
31504 20972 2359 1506 10008 10071 
goodwill amortisation – – 119 68 – – 
31504 20972 2240 1438 10008 10071 
operating proﬁt includes the group’s share of the proﬁts of associated undertakings the split of the proﬁts of associated undertakings analysed
by class of business is industrial  automotive £07 million 31 december 2002 – £03 million air systems components £nil 31 december 2002 –
£nil and engineered  construction products £02 million 31 december 2002 – £04 million the split of the goodwill amortisation charged 
for the year analysed by class of business is industrial  automotive £35 million 31 december 2002 – £09 million air systems components 
£81 million 31 december 2002 – £56 million and engineered  construction products £03 million 31 december 2002 – £03 million details 
of businesses acquired and disposed of by segment are disclosed in note 29
3 january 31 december
2004 2002
£ million £ million
operating net assets comprise
tangible ﬁxed assets 7937 7876 
stock 3739 4004 
debtors 5408 5438 
creditors amounts falling due within one year 3964 4016
creditors amounts falling due after more than one year 745 752
provisions for liabilities and charges 2367 2479
10008 10071 
debtors exclude corporation tax deferred tax and collateralised cash creditors exclude loans and overdrafts obligations under ﬁnance leases
corporation tax and dividends provisions for liabilities and charges exclude deferred tax and other tax provisions 
eight
year months
ended ended
3 january 31 december
2004 2002
£ million £ million
turnover by geographical destination
united states of america 21174 14423 
united kingdom 1261 804 
rest of europe 3728 2159 
rest of the world 5341 3586 
31504 20972  48 tomkins plc report  accounts 2003
notes to the accounts
continued
1 segmental analysis continued
year ended 3 january 2004 eight months ended 31 december 2002
continuing discontinued continuing discontinued
operations operations total operations operations total
£ million £ million £ million £ million £ million £ million
operating expenses
cost of sales 22009 641 22650 14461 501 14962 
distribution costs 3580 80 3660 2464 79 2543 
administration expenses 2812 151 2963 2029 07 2036 
28401 872 29273 18954 587 19541 
2 operating profit
eight
year months
ended ended
3 january 31 december
2004 2002
£ million £ million
operating proﬁt is stated after chargingcrediting
depreciation of ﬁxed assets 1252 819 
depreciation of ﬁxed assets held under ﬁnance leases 35 26 
lossproﬁt on disposal of ﬁxed assets 13 07
provision for impairment of listed investments 04 – 
government grants – capital 01 01
– revenue 12 03
amortisation of goodwill 119 68 
research and development expenditure 586 343 
hire of plant and machinery under operating leases 93 38 
rentals payable under other operating leases 125 77 
auditors’ remuneration see below 49 33 
auditors’ remuneration £ million £ million
deloitte  touche llp
audit services
statutory audit 21 21 
audit regulatory services
1
01 01 
22 22 
further assurance services
2
06 03 
tax services
3
compliance services 01 01 
advisory services 20 07 
21 08 
total fees 49 33 
1 audit related regulatory services include the review of the interim ﬁnancial statements and audit of the 20f ﬁling with the securities and exchange commission in the us
2 further assurance services include advice on accounting matters and nonregulatory reporting all such fees must be reported to the audit committee and prior approval is required from the 
chairman of the audit committee for any projects above speciﬁed limits
3 compliance services are carried out as part of the statutory audit tax advisory services must be reported to the audit committee as set out in 2 above  49 tomkins plc report  accounts 2003
3 operating exceptional items
eight 
months
ended
31 december
year ended 3 january 2004 2002
continuing discontinued continuing 
operations operations total operations
£ million £ million £ million £ million
operating proﬁt is stated after charging the following operating exceptional items
restructuring costs
industrial  automotive 207 – 207 222
air systems components 41 – 41 82
engineered  construction products 07 104 111 16
total before tax 255 104 359 320
tax attributable 89 26 115 125 
total after tax 166 78 244 195
the restructuring costs of £359 million 31 december 2002 – £320 million primarily relate to the relocation of wiper blade production the
rationalisation of manufacturing capacity in north america and the restructuring of the uk valves taps and mixers business net cash ﬂow 
from operating activities include £343 million 31 december 2002 – £254 million outﬂow in respect of the above restructuring costs
4 net interest
eight
year months
ended ended
3 january 31 december
2004 2002
£ million £ million
interest receivable
bank interest 69 139 
other interest 36 43 
105 182 
interest payable
interest on bank loans overdrafts and bills discounted 55 105
interest on other loans 123 81
finance lease interest 11 09
189 195
net interest 84 13
5 directors and employees
eight
year months
ended ended
3 january 31 december
2004 2002
£ million £ million
staff costs including directors were
wages and salaries 7524 5159 
social security costs 745 492 
pension costs see note 26 434 274 
other postretirement beneﬁts see note 20 112 78 
8815 6003 
number number
average number of persons employed by the group during the year was
production 30697 30666 
selling and distribution 4546 4737 
administration 4085 4193 
39328 39596 
full details of directors’ remuneration and payments to former directors are given in the remuneration committee report on pages 31 to 37 50 tomkins plc report  accounts 2003
notes to the accounts
continued
6 taxation
eight
year months
ended ended
3 january 31 december
2004 2002
£ million £ million
tax on proﬁt on ordinary activities
analysis of creditcharge for the year
current tax
uk corporation tax on proﬁts for the year – 59 
adjustments in respect of prior periods 937 85
total uk corporation tax 937 26
overseas tax on proﬁts for the year 643 505 
adjustments in respect of prior periods 74 140
total overseas tax 569 365 
total current tax 368 339 
deferred tax
timing differences originating in the year 68 40
deferred tax asset recognised in the year 72 24
adjustments in respect of prior periods 30 12 
total deferred tax 110 52
associated undertakings’ tax 03 05 
tax on proﬁt on ordinary activities 475 292 
the tax charge on nonoperating exceptional items is £05 million 31 december 2002 – £86 million exceptional items also include a £907 million
release of prior year tax provisions there is no cash ﬂow impact of this release
factors affecting the tax charge for the year
proﬁt on ordinary activities before tax 1324 1531 
tax at the standard rate of corporation tax in the uk of 30 31 december 2002 – 30 397 459 
effect of
permanent differences 43 31
non deductible exceptional items 230 35 
timing differences originating in the year 68 40 
tax rates on overseas earnings 95 61 
adjustments to current tax charge in respect of prior years
exceptional release of prior year tax provisions 907 – 
other adjustments in respect of prior year tax provisions 104 225
current tax creditcharge for the year 368 339 
provision for deferred tax
the deferred tax balance comprises
excess of tax depreciation over book depreciation 478 570 
other timing differences 867 984
net deferred tax asset 389 414
the balance is made up of
deferred tax asset see note 16 557 467
deferred tax liability see note 20 168 53 
389 414 51 tomkins plc report  accounts 2003
6 taxation continued
year 
ended 
3 january 
2004
£ million
the movements in the net deferred tax asset were as follows
at 31 december 2002 414
foreign exchange translation 31
subsidiaries acquired 112
charge for the year see above 110
subsidiaries disposed 08
at 3 january 2004 389
factors that may affect future tax charges
there are other deferred tax assets in relation to capital losses carried forward of £1196 million 31 december 2002 – £1293 million and other
losses carried forward and other timing differences of £191 million 31 december 2002 – £278 million totalling £1387 million 31 december
2002 – £1571 million that have not been recognised on the basis that their future economic beneﬁt is uncertain these assets will be recognised
when it is regarded as more likely than not that they will be recovered
7 dividends on equity and nonequity shares
eight
year months
ended ended
3 january 31 december
2004 2002
£ million £ million
ordinary shares
first interim 460p 31 december 2002 – 460p paid 10 november 2003 356 356 
second interim nil 31 december 2002 – 340p – 263 
final 740p 31 december 2002 – nil to be paid 1 june 2004 572 – 
928 619 
redeemable
convertible convertible
cumulative cumulative
£ million £ million
preference shares
accrued at 31 december 2002 23 21 44 81
foreign exchange translation 03 02 05 04 
paid during year 179 127 306 278 
accrued at 3 january 2004 22 – 22 44 
181 108 289 245 
total dividends 1217 864  52 tomkins plc report  accounts 2003
notes to the accounts
continued
8 earnings per share
year ended 3 january 2004 eight months ended 31 december 2002
basic diluted basic diluted
before before before before
goodwill goodwill goodwill goodwill
amortisation amortisation amortisation amortisation
and and and and
exceptional exceptional exceptional exceptional
items items items items
£ million £ million £ million £ million £ million £ million £ million £ million
earnings
proﬁt attributable to shareholders 1737 1718 1737 1718 1204 1178 1204 1178 
less preference dividends 289 289 – – 245 245 – – 
1448 1429 1737 1718 959 933 1204 1178 
number number number number number number number number
weighted average shares
ordinary shares in issue 771037499 771037499 771037499 771037499 770927221 770927221 770927221 770927221
exercise of share options – – 20341112034111 – – 14983741498374
conversion of preference shares – – 180917242180917242 – – 224181340224181340
771037499 771037499 953988852 953988852 770927221 770927221 996606935 996606935
earnings per share 1878p 1853p 1821p 1801p 1244p 1210p 1208p 1182p
basic earnings per share is calculated by dividing the proﬁt attributable to ordinary shareholders by the weighted average number of ordinary
shares in issue during the year the weighted average number of ordinary shares in issue excludes the weighted average number of ordinary
shares held by trusts relating to employee share schemes to which the participating employees are not unconditionally entitled diluted earnings
per share takes into account the dilutive effect of share options outstanding under employee share schemes and the dilutive effect of the
conversion of convertible preference shares 
the directors have presented earnings per share before exceptional items and goodwill amortisation on the basis that they believe it represents
a useful measure of underlying year on year performance
9 reconciliation of operating profit to operating cash flows
eight 
months
year ended 3 january 2004
ended
continuing discontinued 31 december
operations operations total 2002
£ million £ million £ million £ million
operating proﬁt 2332 101 2231 1431 
depreciation net of capital government grants 1243 43 1286 844 
lossproﬁt on sale of tangible ﬁxed assets 04 09 13 07
amortisation of goodwill 119 – 119 68 
cost of employee share schemes 16 – 16 04 
impairment of ﬁxed asset investment 04 – 04 – 
postretirement beneﬁts 33 – 33 20
decreaseincrease in other provisions 132 45 87 10 
increasedecrease in stock 50 08 42 280
increasedecrease in debtors 181 09 172 271 
increasedecrease in creditors 11 26 15 142
net cash inﬂow from operating activities 3333 13 3320 2179 
the impact of the operating exceptional items on the cash ﬂow is disclosed in note 3 53 tomkins plc report  accounts 2003
10 analysis of cash flows for headings netted in the consolidated cash flow statement 
eight
year months
ended ended
3 january 31 december
2004 2002
£ million £ million
returns on investments and servicing of ﬁnance
interest received 102 230 
interest paid 187 266
interest element of ﬁnance lease rental payments 11 08
preference dividends paid 306 278
investment by minority shareholder 07 32 
repayment of capital to minority shareholder 15 – 
dividends paid to subsidiary companies’ minority shareholders 39 44
net cash outﬂow from returns on investments and servicing of ﬁnance 449 334
tax paid
tax paid 600 674
tax received 304 79 
net cash outﬂow from tax paid 296 595
capital expenditure
purchase of tangible ﬁxed assets 1411 1058
sale of tangible ﬁxed assets 271 112 
net cash outﬂow from capital expenditure 1140 946
financial investment
purchase of ﬁxed asset investments – 02
purchase of own shares 25 – 
sale of ﬁxed asset investments – 01 
net cash outﬂow from ﬁnancial investment 25 01
acquisitions and disposals
purchase of subsidiary undertakings 1535 109
net cashoverdrafts acquired with subsidiary undertakings 110 03
sale of subsidiary undertakings 415 562 
net cash disposed with subsidiary undertakings 13 01
net cash outﬂowinﬂow from acquisitions and disposals 1023 449 
financing
share issues net of costs 07 11 
redemption of redeemable convertible cumulative preference shares 3845 – 
debt due within one year
decrease in short term borrowings 14 71
additional bank loans 14 12 
repayment of other loans 05 15
debt due after more than one year
additional bank and other loans 3040 – 
repayment of bank and other loans 600 115
capital element of ﬁnance lease rental payments 40 10
cash ﬂow increasingdecreasing debt and lease ﬁnancing 2395 199
net cash outﬂow from ﬁnancing 1443 188
management of liquid resources
decrease in cash on deposit 884 1092 
increasedecrease in collateralised cash 23 02 
cash ﬂow decreasing cash on deposit and collateralised cash 861 1094 
discontinued operations utilised £12 million of the group’s net operating cash ﬂow contributed £05 million in respect of net returns on
investment and servicing of ﬁnance paid £05 million in respect of taxation and utilised £95 million for capital expenditure 54 tomkins plc report  accounts 2003
notes to the accounts
continued
11 analysis of net debt
other non
3 january cash exchange 31 december 
2004 cash ﬂow changes acquisitions movement 2002
£ million £ million £ million £ million £ million £ million
cash on demand 1260 1020 – – 291 1989 
overdrafts 136 145 – – 27 18
1165
debt due after more than one year 4010 2440 – 28 01 1541
debt due within one year 131 05 – – 16 120
finance leases 164 40 43 – 14 175
2395
cash on deposit 496 884 – – 46 1426 
collateralised cash 38 23 – – – 15 
861
net debtfunds 2647 4421 43 28 269 1576 
12 intangible fixed assets
goodwill
£ million
cost
at 31 december 2002 1976 
foreign exchange translation 213
subsidiaries acquired see note 29 778 
at 3 january 2004 2541
amortisation
at 31 december 2002 292 
foreign exchange translation 37
charge for the year 119 
at 3 january 2004 374
net book value
at 31 december 2002 1684 
at 3 january 2004 2167 55 tomkins plc report  accounts 2003
13 tangible fixed assets
the group the company
plant plant
land and equipment land and equipment
buildings and vehicles total buildings and vehicles total
£ million £ million £ million £ million £ million £ million
cost
at 31 december 2002 4652 13568 18220 54 24 78 
foreign exchange translation 295 858 1153 – – – 
subsidiaries acquired 98 1304 1402 – – – 
additions 220 1234 1454 01 07 08 
disposals 195 517 712 – 01 01
subsidiaries disposed 60 339 399 – – – 
at 3 january 2004 4420 14392 18812 55 30 85
depreciation
at 31 december 2002 1648 8696 10344 10 21 31 
foreign exchange translation 120 529 649 – – – 
subsidiaries acquired 31 664 695–––
charge for the year 126 1161 1287 01 01 02 
provision for impairment – loss on exit of business 01 07 08 – – –
disposals 99 454 553 – – –
subsidiaries disposed 06 251 257 – – – 
at 3 january 2004 1581 9294 10875 11 22 33
net book value
at 31 december 2002 3004 4872 7876 44 03 47 
at 3 january 2004 2839 5098 7937 44 08 52
the net book value for the group includes £169 million 31 december 2002 – £190 million in respect of assets held under ﬁnance leases
the group the company
3 january 31 december 3 january 31 december 
2004 2002 2004 2002
£ million £ million £ million £ million
the net book value of land and buildings comprises
freehold properties 2791 2961 43 43 
long leasehold properties 03 04 01 01 
short leasehold properties 45 39 – – 
2839 3004 44 44 
freehold land amounting to £478 million 31 december 2002 – £517 million is not depreciated total ﬁxed assets include assets under
construction of £827 million 31 december 2002 – £876 million which are also not depreciated
14 fixed asset investments
the group the company
listed associated own subsidiary 
investments undertakings shares total undertakings own shares total
£ million £ million £ million £ million £ million £ million £ million
at 31 december 2002
as previously stated 20 62 02 84 15837 01 15838 
prior year adjustment – uitf 38 see note 23 – – 02 02 – 01 01
at 31 december 2002 as restated 20 62 – 82 15837 – 15837
foreign exchange translation – 04 – 04 – – – 
additions 01 – – 01 20 – 20 
disposals – 03 – 03 – – – 
transfer from subsidiary undertaking – – – – 15126 – 15126 
transfer to subsidiary undertaking – – – – 15126 – 15126
share of proﬁt in excess of distribution – 02 – 02 – – – 
provision for impairment 04 – – 04 322 – 322
at 3 january 2004 17 57 – 74 15535 – 15535
the market value of the listed investments at 3 january 2004 was £17 million 31 december 2002 – £20 million
the principal subsidiary and associated undertakings are listed in note 31 each operates wholly or mainly in its country of incorporation 56 tomkins plc report  accounts 2003
notes to the accounts
continued
15 stock
3 january 31 december
2004 2002
£ million £ million
raw materials 1181 1290 
work in progress 595 657 
finished goods and goods held for resale 1963 2057 
3739 4004 
16 debtors
the group the company
3 january 31 december 3 january 31 december
2004 2002 2004 2002
£ million £ million £ million £ million
amounts falling due within one year
trade debtors 4127 4056 – – 
amounts owing by subsidiary undertakings – – 528 59 
amounts recoverable on long term contracts 112 134 – – 
corporation tax 239 325 44 92 
deferred tax 410 322 – 02 
other taxes and social security 41 48 04 03 
other debtors 371 359 37 14 
prepayments and accrued income 521 559 10 12 
collateralised cash 38 15 – – 
5859 5818 623 182 
amounts falling due after more than one year
amounts owing by subsidiary undertakings – – 1537 3510 
deferred tax 147 145 – – 
other debtors 236 282 – – 
6242 6245 2160 3692 
the amounts falling due after more than one year owing by and to subsidiary undertakings have no speciﬁed terms of repayment and are
considered unlikely to be settled within twelve months see note 18 the majority of the amounts owing to subsidiary undertakings are
interest free but some do bear interest the interest rate used was the uk base rate minus 05 until 30 november 2003 and uk base rate 
after that date 
the group is the beneﬁciary of a number of corporate owned life assurance policies at 3 january 2004 the surrender value of the policies
was £1668 million 31 december 2002 – £1651 million and loans due to the life assurance company totalled £1656 million 31 december 2002
– £1636 million the net debtor of £12 million 31 december 2002 – £15 million is included in other debtors these balances are offset in
accordance with frs 5 57 tomkins plc report  accounts 2003
17 creditors amounts falling due within one year
the group the company
3 january 31 december 3 january 31 december 
2004 2002 2004 2002
£ million £ million £ million £ million
unsecured loan notes 04 04 04 04 
other loans – 05 – – 
obligations under ﬁnance leases see note 19 35 36 – – 
bank loans and overdrafts 263 128 43 84 
amounts owing to subsidiary undertakings – – 55 04 
amounts owing to associated undertakings 02 – – – 
amounts due on long term contracts 08 09 – – 
trade creditors 1994 1936 06 06 
bills of exchange payable 10 16 – – 
corporation tax 163 50 – – 
other taxes and social security 157 129 03 02 
other creditors 630 639 27 60 
proposed and accrued dividends 594 663 594 663 
accruals and deferred income 1163 1287 33 14 
5023 4902 765 837 
the holders of the unsecured loan notes have the right to require all or part repayment at par half yearly until 30 june 2012 some suppliers include
in their conditions of sale a clause under which until they are paid they reserve title to the goods supplied these goods are included in stock
18 creditors amounts falling due after more than one year
the group the company
3 january 31 december 3 january 31 december 
2004 2002 2004 2002
£ million £ million £ million £ million
other loans 4001 1525 1500 1500 
obligations under ﬁnance leases see note 19 129 139 – – 
bank loans 09 17 – – 
amounts owing to subsidiary undertakings see note 16 – – 1465 3988 
other creditors 702 706 49 19 
accruals and deferred income 43 46 16 07 
4884 2433 3030 5514 
bank loans overdrafts and other loans
repayable
between one and two years 09 17 – – 
over ﬁve years 2010 to 2021 4001 1525 1500 1500 
4010 1542 1500 1500 
within one year 267 137 47 88 
4277 1679 1547 1588 
unsecured
bank loans and overdrafts 238 105 43 84 
unsecured loan notes 2002 to 2012 224 to 399 04 04 04 04 
other unsecured loans 2002 to 2011 interest free to 800 4000 1505 1500 1500 
4242 1614 1547 1588 
secured
bank loans 35 40 – – 
other secured loans 2021 120 to 195 – 25 – – 
35 65 – – 
4277 1679 1547 1588 
the security for the £35 million secured loans 31 december 2002 – £65 million consists of £24 million ﬁxed assets 31 december 2002 – £51
million and £11 million trade debtors 31 december 2002 – £14 million 58 tomkins plc report  accounts 2003
notes to the accounts
continued
19 obligations under finance leases
3 january 31 december
2004 2002
£ million £ million
the future ﬁnance lease payments to which the group was committed are as follows
within one year 44 46 
between one and two years 44 41 
between two and ﬁve years 57 70 
over ﬁve years 66 70 
211 227 
less interest charges allocated to future periods 47 52
164 175 
obligations included in creditors falling due within one year 35 36 
obligations included in creditors falling due after more than one year 129 139 
164 175 
20 provisions for liabilities and charges
the group the company
post
retirement deferred other tax other deferred 
beneﬁts tax provisions provisions total tax
£ million £ million £ million £ million £ million £ million
at 31 december 2002 1838 53 2666 641 5198 – 
foreign exchange translation 167 04 104 08 283 – 
subsidiaries acquired – 120 – – 120 – 
charge for the year 112 07 56 894 1069 01 
exceptional release of prior year provision – – 907 – 907 – 
reversal of provisions for disposal of operations and related warranties – – – 331 331 – 
subsidiaries disposed 07 08 – – 15 – 
utilised during the year 145 – 11 460 616 – 
at 3 january 2004 1631 168 1700 736 4235 01
postretirement beneﬁts other than pensions
other postretirement beneﬁts mainly healthcare are provided by certain us subsidiaries to current and former employees the cost relating to
the beneﬁts is assessed in accordance with the advice of qualiﬁed actuaries and the provision in the accounts for the accrued cost of the beneﬁts
at 3 january 2004 is based on an actuarial valuation at that date the assumption which has the most signiﬁcant effect on the cost relating to the
beneﬁts is the weighted average annual rate of increase in the per capita cost of health care beneﬁts of approximately 65 per cent 
deferred tax and other tax provisions
provisions relate to deferred tax and other tax liabilities where there is uncertainty over the timing of settlement of such amounts for details 
of the group deferred tax balance see note 6
other provisions
other provisions include provisions for restructuring costs disposals and warranties provision is made for warranty claims on various products
depending on speciﬁc market expectations and the type of product the period of warranty can extend indeﬁnitely however the majority of
relevant sales have warranty periods of two years provision has been made for warranties based on actual and anticipated claims 59 tomkins plc report  accounts 2003
21 financial commitments
land and buildings other
3 january 31 december 3 january 31 december
2004 2002 2004 2002
£ million £ million £ million £ million
obligations under operating leases to pay rentals during
the next year which expire as follows
within one year 10 14 18 13 
between one and ﬁve years 43 39 23 24 
over ﬁve years 61 29 14 09 
114 82 55 46 
22 share capital
authorised allotted and fully paid
number £ million number £ million
ordinary shares of 5p each
at 31 december 2002 1585164220 792 772973339 387 
shares issued –– 289021 – 
at 3 january 2004 1585164220 792773262360 387 
number  million number £ million
convertible cumulative preference shares of us50 each
at 31 december 2002 13920000 6960 10507478 3372 
share conversions – – 757 – 
at 3 january 2004 13920000 6960 10506721 3372 
redeemable convertible cumulative preference shares of us50 each
at 31 december 2002 25200000 12600 12438282 3863 
foreign exchange translation – – – 90 
early redemption 26 august 2003 – – 124382823953
at 3 january 2004 25200000 12600 – – 
total preference shares at 3 january 2004 39120000 19560 10506721 3372 
total share capital at 31 december 2002 – – 795919099 7622 
total share capital at 3 january 2004 – – 783769081 3759 
during the year 262500 and 19126 ordinary shares of 5p each were allotted pursuant to options exercised under the executive share option
schemes and savings related share option schemes respectively for total consideration of £675592
during the year 757 of the us dollar denominated 5560 per cent voting convertible cumulative preference shares of us50 each “perpetual
convertible shares” were converted into 7395 ordinary shares of 5p each the perpetual convertible shares were issued on terms that they could
be converted at any time at the shareholder’s option into fully paid ordinary shares of 5p each of the company on the basis of 977 ordinary
shares of 5p each for every perpetual convertible share so converted the company has the option at any time when the total amount 
of perpetual convertible shares issued and outstanding is less than 10 of the amount originally issued and in any event on or after 29 july 2006
to redeem in the ﬁrst case all but not some only and in the second case all or any of the perpetual convertible shares which remain issued and
outstanding at that time
following agreement being reached with bear creek inc a corporate trustee administering certain gates family trusts which controlled
approximately 90 per cent of the us dollar denominated 4344 per cent voting redeemable convertible cumulative preference shares of 
us50 each “redeemable convertible shares” the terms of the redeemable convertible shares as contained in tomkins articles of association
were amended at an extraordinary general meeting of the company and at a separate class meeting of the holders of the redeemable
convertible shares so that on 26 august 2003 all of the outstanding redeemable convertible shares were redeemed at a price 
of us485 each “the redemption” none of the redeemable convertible shares were converted into ordinary shares of 5p each during the
year the redeemable convertible shares had been issued on terms that they could be converted at any time at the shareholder’s option into
fully paid ordinary shares of 5p each in the company on the basis of 977 ordinary shares of 5p each for every redeemable convertible share 
so converted prior to the redemption the company would have been required to redeem at a price of us50 each all of the redeemable
convertible shares which remained issued and outstanding on 26 july 2006 
at the date of issue the conversion terms of the perpetual convertible shares were equivalent to an ordinary share price of 334p
on a return of assets on liquidation or otherwise other than on redemption or repurchase of shares the assets of the company available to
shareholders will be applied ﬁrst in repaying the capital paid up or credited as paid up thereon together with all arrears and accruals of dividend to
the holders of the perpetual convertible shares and any other classes of shares ranking pari passu with the perpetual convertible shares as to capital 60 tomkins plc report  accounts 2003
notes to the accounts
continued
22 share capital continued
until such time as the shares are converted or redeemed the holders of the perpetual convertible shares have a right to receive dividends at 
an annual rate of 5560 per cent in preference to the holders of the ordinary shares 
the holders of the perpetual convertible 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 ordinary 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 ordinary share to which the holder would be entitled on the full exercise of 
his conversion rights such voting rights to continue until such time as any arrears of dividends as described above have been paid in full
options in existence at the end of the year over ordinary shares of 5p each were
number of shares
subscription 3 january 31 december
date of grant price 2004 2002
executive share option schemes
3 march 1993 26200p – 41646
14 july 1993 21900p – 10000
9 february 1994 25900p – 23000
27 july 1994 22600p 54000 120000
9 may 1995 24200p 367500 432000
26 february 1996 26800p – 275000
11 april 1996 25900p – 400000
31 july 1996 24900p 9000 548000
12 august 1997 33000p – 600000
10 february 1998 33000p 1079500 1254500
6 august 1998 29350p 102000 558000
3 february 1999 24750p 1038000 1138000
20 august 1999 27525p 50000 100000
8 november 1999 21500p 339000 399000
19 january 2001 17100p 329000 329000
19 february 2001 17050p 2439000 2520000
20 september 2001 15000p 76666 76666
11 february 2002 19700p 2538072 2538072
11 february 2002 27600p 1522842 1522842
11 february 2002 34500p 1015228 1015228
11 february 2002 19700p 1522842 1522842
12 february 2002 20275p 70754 70754
3 july 2002 24475p 2415500 2484500
19 august 2002 23000p 16304 16304
17 january 2003 20825p 4331076 –
18 july 2003 24650p 600000 –
1 september 2003 26275p 150000 –
12 december 2003 26575p 4592380 –
24658664 17995354
number of shares
subscription 3 january 31 december
date of grant price 2004 2002
savings related share option scheme
10 march 1997 23240p – 1780
12 march 1998 26620p 1296 247353
24 march 1999 18760p 613482 675888
614778 925021
at 3 january 2004 209 participants 31 december 2002 – 204 held options under the company’s executive share option schemes and 388
participants 31 december 2002 – 519 held options under the savings related share option scheme options are exercisable between 4 january
2004 and 11 december 2013 under the executive share option schemes and between 4 january 2004 and 31 october 2004 under the savings
related share option scheme 61 tomkins plc report  accounts 2003
23 reserves
share capital proﬁt
premium redemption merger capital and loss 
account reserve reserve reserve own shares account total
£ million £ million £ million £ million £ million £ million £ million
the group
at 31 december 2002
as previously stated 922 666 – – – 1185 2773 
prior year adjustment – uitf 38 see below – – – – 41 39 02
at 31 december 2002 as restated 922 666 – – 41 1224 2771 
retained proﬁt for the year – – – – – 609 609 
net premium on shares issued 06 – – – – – 06 
redemption of preference shares – 3953 – – – 3953 – 
foreign exchange translation – – – – – 509 509
goodwill written back on disposals – – – – – 299 299 
provision for impairment of goodwill on 
proposed disposal – – – – – 514 514 
purchase of own shares – – – – 25 – 25
shares vested – – – – 02 02 – 
cost of employee share schemes – – – – – 16 16 
at 3 january 2004 928 4619 – – 64 1802 3681 
the company
at 31 december 2002
as previously stated 922 666 1154 565 – 3001 6308 
prior year adjustment – uitf 38 see below – – – – 27 26 01
at 31 december 2002 as restated 922 666 1154 565 27 3027 6307 
retained proﬁt for the year – – – – – 4014 4014 
net premium on shares issued 06 – – – – – 06 
redemption of preference shares – 3953 – – – 3953 – 
purchase of own shares – – – – 24 – 24
shares vested – – – – 01 01 – 
cost of employee share schemes – – – – – 14 14 
foreign exchange translation – – – – – 89 89
at 3 january 2004 928 4619 1154 565 50 3012 10228 
in the opinion of the directors all of the capital reserve and £2973 million of the proﬁt and loss account of the company are distributable 
uitf 38 “accounting for esop trusts” has been adopted during the year which states that the consideration paid for shares in tomkins plc held
by an esop trust on behalf of the company should be accounted for as a reduction in shareholders’ funds rather than as a ﬁxed asset investment
consideration paid for the purchase of own shares represents the cost of shares purchased by the company uitf 38 requires any compensation
expense related to share awards to be based on the intrinsic value of the awards in the past the compensation expense has been based on the
cost of the shares purchased which has been equal to the intrinsic value as a result of the adoption of uitf 38 net assets and shareholders’ funds
at 31 december 2002 have decreased by £02 million comparative ﬁgures have been restated accordingly the adoption had no impact on the
group’s results in previous accounting periods but resulted in a £02 million increase in operating proﬁt in the current year
own shares represent the cost to the tomkins employee share trust “the trust” of the company’s ordinary shares that it has acquired to meet
the expected requirements of the share based compensation schemes described in the remuneration committee report on pages 34 to 36
as at 3 january 2004 the group was deemed to hold 2628859 of the company’s ordinary shares 31 december 2002 – 1827382 ordinary
shares by way of the trust with a market value of £71 million 31 december 2002 – £35 million as at 3 january 2004 the company was deemed
to hold 2077583 of its own ordinary shares 31 december 2002 – 1257778 ordinary shares by way of the trust with a market value of £56 million
31 december 2002 – £24 million dividends relating to the company’s ordinary shares held by the trust have been waived with the exception of
those that are payable to participants in the relevant schemes
following the agreement to sell pegler limited and the business and assets of hattersley newman hender limited subsequent to the year end
a provision of £514 million was charged to the proﬁt and loss account for the resulting impairment of goodwill 
in addition to the above the goodwill arising since 1 march 1973 on the acquisition of subsidiary and associated undertakings owned at 
3 january 2004 written off against reserves totals £10548 million 31 december 2002 – £11361 million
24 result for the financial year
the company has not presented its own proﬁt and loss account as permitted by section 230 of the companies act 1985 the proﬁt for the
ﬁnancial year in the accounts of the company after the receipt of £6076 million of dividends from subsidiaries amounted to £5123 million 
31 december 2002 – loss of £21 million 62 tomkins plc report  accounts 2003
notes to the accounts
continued
25 future capital expenditure
3 january 31 december 
2004 2002
£ million £ million
contracts placed 342 298
26 pensions
the group has continued to account for pensions in accordance with statement of standard accounting practice no 24 “accounting for pension
costs” “ssap 24” and the disclosures given in a comply with that standard as permitted by the transitional arrangements of frs 17 the group 
has elected to defer full implementation of the standard until the year ended 31 december 2005 nevertheless a number of items determined in
accordance with frs 17 must be disclosed these disclosures to the extent not given under a are set out in b for funded deﬁned beneﬁt schemes
and in c for unfunded deﬁned beneﬁt schemes the disclosures in respect of post retirement beneﬁts other than pensions are set out in note 20
a ssap 24 disclosures
as at 3 january 2004 the group operates pension plans throughout the world covering the majority of its employees these plans are 
structured to accord with local conditions and practices in each country and include deﬁned contribution and deﬁned beneﬁt plans in the case 
of the deﬁned beneﬁt plans amounts are charged to the proﬁt and loss account so as to spread the cost of providing beneﬁts over employees’
service lives further details on the schemes in the two principal countries the united kingdom and the united states are set out below
at 3 january 2004 pension related assets of £253 million 31 december 2002 – £236 million company – £31 million 31 december 2002 – 
£08 million and pension related liabilities of £534 million 31 december 2002 – £438 million company – £67 million 31 december 2002 – 
£61 million were included in debtors and creditors respectively
united kingdom
the majority of plans in the united kingdom are deﬁned beneﬁt in nature and provide beneﬁts based on ﬁnal pensionable salary and length 
of service the assets of the plans are held by trustees in separate pension funds and day to day management of those assets is carried out by
independent professional investment managers who at the request of the company are prohibited by the trustees from investing directly in
tomkins all plan assets are held by custodians who are independent of the investment managers and of tomkins 
the latest actuarial valuations and formal reviews of the plans were carried out by independent consulting actuaries with effective dates
between april 2002 and september 2003 using the projected unit method of valuation which includes allowance for future earnings growth
assets were valued at market value the principal assumptions used in valuing the scheme liabilities are set out in the tables on page 63 
at the dates of the latest formal actuarial valuations the market value of the assets of the plans amounted to £1745 million which was
sufﬁcient to cover 90 per cent 31 december 2002 – 81 per cent of the liabilities for beneﬁts accrued to members at 3 january 2004 total plan
assets had a market value of approximately £1860 million 31 december 2002 – £1605 million
certain employees whose beneﬁts exceed the maximum that can be paid from the approved arrangements are entitled to an additional
pension payable directly from the company following retirement an accrued liability of £27 million 31 december 2002 – £18 million is included
in the balance sheet in respect of this
there are a small number of deﬁned contribution plans where contributions are charged to the proﬁt and loss account in the year in which
they fall due 
united states of america
both deﬁned beneﬁt and deﬁned contribution plans are operated in the united states of america assets are held in trustee administered funds
independent of the assets of the companies
deﬁned beneﬁt plans are operated by a number of the group’s us subsidiaries providing beneﬁts based upon pensionable salary and length 
of service actuarial valuations of the assets and liabilities are performed annually by independent consulting actuaries using the projected unit
method of valuation which includes allowance for future earnings growth assets were valued at market value 
at 3 january 2004 total plan assets had a market value of £2128 million 31 december 2002 – £2261 million the actuarial valuation of the
assets was sufﬁcient to cover 84 per cent 31 december 2002 – 78 per cent of the estimated accrued liabilities of the funded plans
deﬁned contribution plans which include proﬁt sharing plans cover most of tomkins us employees contributions are charged to the proﬁt
and loss account in the year in which they fall due
other countries
over 60 per cent of tomkins employees are either in the uk or in the us for the balance tomkins operates both deﬁned beneﬁt and deﬁned
contribution plans where these are not available state beneﬁts are considered adequate full provision is made for liabilities arising under deﬁned
beneﬁt schemes in these countries as calculated in accordance with actuarial advice and contributions to deﬁned contribution plans are accounted
for in the year in which they fall due  63 tomkins plc report  accounts 2003
26 pensions continued
during the year ended 3 january 2004 the total amount charged to the proﬁt and loss account in respect of all the group’s pension plans was
£434 million 31 december 2002 – £274 million as analysed below
year ended 3 january 2004 eight months ended 31 december 2002
deﬁned deﬁned deﬁned deﬁned
beneﬁt contribution total beneﬁt contribution total
£ million £ million £ million £ million £ million £ million
united kingdom 54 14 68 41 08 49 
united states 88 209 297 63 134 197 
other countries 49 20 69 20 08 28 
191 243 434 124 150 274 
the principal weighted average assumptions used in the most recent actuarial valuations of the deﬁned beneﬁt plans in the derivation of the
above pension cost is analysed below 
united united states other
kingdom of america countries
at 3 january 2004
investment return 45 – 70 80 20 – 1025
salary increases 27 – 425 30 – 55 20 – 607
increase to pensions in payment 225 – 275 na na
inﬂation rate 225 – 275 30 02 – 40
b additional frs 17 disclosures
the scheme valuations used for frs 17 disclosures have been based on the latest formal actuarial valuations updated to 3 january 2004 by
qualiﬁed independent actuaries
the major assumptions used by the actuaries were 
united united states other
kingdom of america countries
at 3 january 2004
salary increases 40 30 – 55 20 – 607
increase to pensions in payment 225 – 275 na na
increase to deferred pensions 225 – 275 na na
discount rate 55 61 20 – 65
inﬂation rate 225 – 275 30 02 – 40
united united states other
kingdom of america countries
at 31 december 2002
salary increases 35 – 42 40 – 55 30 – 120
increase to pensions in payment 0 – 25 na 76
increase to deferred pensions 25 na 76
discount rate 575 65 20 – 13
inﬂation rate 25 30 0 – 54 
united united states other
kingdom of america countries
at 30 april 2002
salary increases 35 – 45 4 – 55 3 – 812
increase to pensions in payment 0 – 25 na na
increase to deferred pensions 0 – 25 na na
discount rate 60 716 3 – 1236
inﬂation rate 30 30 15 – 100  64 tomkins plc report  accounts 2003
notes to the accounts
continued
26 pensions continued
the assets in the scheme and the expected rates of return were 
united kingdom united states of america other countries total
long long long long 
term rate term rate term rate term rate 
of return of return of return of return 
expected expected expected expected 
 pa £ million  pa £ million  pa £ million  pa £ million
the group
at 3 january 2004
equities 814 1214 900 1475 10 – 836 261 10 – 836 2950
bonds 527 – 640 642 625 621 10 – 599 93 10 – 625 1356
other 373 – 701 04 350 – 700 134 10 – 711 12 10 – 711 150
total market value of assets 1860 2230 366 4456
at 31 december 2002
equities 875 1259 900 1368 35 – 140 244 35 – 140 2871
bonds 600 155 625 701 35 – 140 46 35 – 140 902
other 400 191 35 – 70 192 35 – 140 106 35 – 140 489
total market value of assets 1605 2261 396 4262
at 30 april 2002
equities 875 1467 85 1846 35 – 75 130 35 – 875 3443
bonds 600 170 64 842 35 – 75 60 35 – 750 1072
other 400 164 42 – 70 220 35 – 75 101 35 – 750 485
total market value of assets 1801 2908 291 5000
the company
at 3 january 2004
equities 814 199–––– 814 199
bonds 527 – 64 244–––– 527 – 64 244
total market value of assets 443 – – 443
at 31 december 2002
equities 875 167–––– 875 167
bonds 600 45–––– 600 45
total market value of assets 212 – – 212
at 30 april 2002
equities 875 181–––– 875 181
bonds 600 78–––– 600 78
total market value of assets 259 – – 259
the amounts that would be charged to operating proﬁt under frs 17 are as follows
the group the company
eight eight 
year months year months
ended ended ended ended
3 january 31 december 3 january 31 december 
2004 2002 2004 2002
£ million £ million £ million £ million 
current service cost 107 67 06 03
past service cost 49 – – – 
gains or losses on settlements or curtailments 02 27 – – 
total chargedcredited to operating proﬁt 60 94 06 03
a number of the group’s deﬁned beneﬁt plans are closed to new entrants the projected unit method of valuation has been used to calculate
charge to operating proﬁt and in the case of the closed plans the service cost as a percentage of payroll will increase over time as members
approach retirement 65 tomkins plc report  accounts 2003
26 pensions continued
the amounts that would be chargedcredited to other ﬁnance income under frs 17 are as follows 
the group the company
eight months eight months 
year ended ended year ended ended
3 january 31 december 3 january 31 december
2004 2002 2004 2002
£ million £ million £ million £ million
expected return on scheme assets 322 251 28 12 
interest cost on scheme liabilities 374 259 27 09
net ﬁnance chargereturn 52 08 01 03 
the amounts that would be taken to the statement of total recognised gains and losses under frs 17 are as follows 
the group the company
 of present  of present 
value value
 of scheme of scheme  of scheme of scheme 
assets at liabilities at assets at liabilities at 
£ million year end year end £ million year end year end
year ended 3 january 2004
difference between actual and expected return on assets 369 83 10 23
experience gains arising on scheme liabilities 200 34 16 32 
effects of changes in assumptions underlying the present 
value of scheme liabilities 244 22 
adjustment for unrecoverable surplus 15
total actuarial gain 310 52 04 08 
eight months ended 31 december 2002
difference between actual and expected return on assets 542 127 36 170
experience gains arising on scheme liabilities 139 22 21 76
effects of changes in assumptions underlying the present 
value of scheme liabilities 395 13
total actuarial loss 1076 173 70 252
reconciliation of scheme assets and liabilities to the balance sheet
united 
united states of other
kingdom america countries total
£ million £ million £ million £ million
the group
at 3 january 2004
total market value of assets 1860 2230 366 4456 
present value of scheme liabilities 1971 3302 665 5938
deﬁcit in the scheme 111 1072 299 1482
related deferred tax asset
1
33 322 90 445 
net pension liability 78 750 209 1037
at 31 december 2002
total market value of assets 1605 2261 396 4262 
present value of scheme liabilities 2024 3606 580 6210
deﬁcit in the scheme 419 1345 184 1948
related deferred tax asset
1
126 403 55 584 
net pension liability 293 942 129 1364
at 30 april 2002
total market value of assets 1801 2908 291 5000 
present value of scheme liabilities 1857 3693 485 6035
deﬁcit in the scheme 56 785 194 1035
related deferred tax asset
1
17 236 58 311 
net pension liability 39 549 136 724
1 the related deferred tax asset is calculated at a notional rate of 30 per cent of the frs 17 deﬁcit this assumes that any future pension contributions required to fund the deﬁcit would be allowable at
this rate for tax purposes 66 tomkins plc report  accounts 2003
notes to the accounts
continued
26 pensions continued
united 
united states of other
kingdom america countries total
£ million £ million £ million £ million
the company
at 3 january 2004
total market value of assets 443 – – 443 
present value of scheme liabilities 494 – – 494
deﬁcit in the scheme 51 – – 51
related deferred tax asset
1
15 – – 15 
net pension liability 36 – – 36
at 31 december 2002
total market value of assets 212 – – 212 
present value of scheme liabilities 278 – – 278
deﬁcit in the scheme 66 – – 66
related deferred tax asset
1
20 – – 20 
net pension liability 46 – – 46
at 30 april 2002
total market value of assets 259 – – 259 
present value of scheme liabilities 262 – – 262
deﬁcit in the scheme 03 – – 03
related deferred tax asset
1
01 – – 01 
net pension liability 02 – – 02
1 the related deferred tax asset is calculated at a notional rate of 30 per cent of the frs 17 deﬁcit this assumes that any future pension contributions required to fund the deﬁcit would be allowable 
at this rate for tax purposes 
analysis of the movement in the scheme deﬁcit during the year ending 3 january 2004
the group the company
3 january 31 december 3 january 31 december 
2004 2002 2004 2002
£ million £ million £ million £ million
opening deﬁcit in the scheme 1948 1035 66 03
current service cost 107 67 06 03
contributions 243 103 55 07 
past service costs 49 – – – 
other ﬁnance chargesincome 52 08 01 03 
actuarial gains 310 1076 04 70
curtailmentssettlements 02 27 – – 
pension schemes of subsidiaries acquireddisposed 104 – 39 – 
adjustment due to exchange rate differences 129 162 – – 
closing deﬁcit in the scheme 1482 1948 51 66
if frs 17 had been adopted for the ﬁnancial statements the net assets and the proﬁt and loss account would be as follows
the group the company
31 december 31 december 
3 january 2002 3 january 2002
2004 restated 2004 restated
£ million £ million £ million £ million
net assets 7773 10773 13987 13929 
less ssap 24 pension prepayments 253 236 – 08
add ssap 24 liabilities included in creditors 308 179 09 02 
net assets excluding pension assets and liabilities 7828 10716 13996 13923 
net pension liability 1037 1364 36 46
net assets including pension assets and liabilities 6791 9352 13960 13877 
proﬁt and loss reserve excluding pension assets and liabilities 1802 1224 3012 3027 
pension liability reserve 1037 1364 36 46
proﬁt and loss reserve including pension assets and liabilities 2839 140 2976 2981  67 tomkins plc report  accounts 2003
26 pensions continued
c unfunded deﬁned beneﬁt schemes
the group has unfunded deﬁned beneﬁt schemes with present value of scheme liabilities of £226 million 31 december 2002 – £241 million
which are already provided for accordingly no adjustment for these schemes is necessary the assumptions used to derive the present value of
scheme liabilities are broadly similar to those used for the funded schemes
27 contingencies
the company guarantees the bank facilities of certain subsidiaries and the group provides cash as security for letters of credit in order to reduce
their cost the maximum amount covered by these arrangements at 3 january 2004 was £1562 million 31 december 2002 – £1226 million and
£38 million 31 december 2002 – £15 million respectively the company has also guaranteed certain property leases and performance bonds
entered into in the ordinary course of business by certain of its subsidiaries the group is also 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
28 derivatives and other financial instruments
tomkins policy in relation to ﬁnancial risk management is discussed in the financial review on page 14 as permitted by frs 13 short term debtors
and creditors have been omitted from all disclosures other than the currency analysis the disclosures also exclude the company’s preference shares
see note 22 and the ﬁnancial guarantees see note 27
interest rate and currency proﬁle at 3 january 2004
canadian 
sterling us dollar euro dollar other total
£ million £ million £ million £ million £ million £ million
financial assets
cash and deposits 595 658 122 112 307 1794 
other 02 196 02 85 07 292 
597 854 124 197 314 2086 
floating rate 597 579 123 192 265 1756
fixed rate – 151 – – – 151
interest free – 124 01 05 49 179
weighted average ﬁxed interest rate  – 90 – – – 
weighted average period for which rate is ﬁxed years – 73 – – – 
weighted average period for which no interest received years – – – – – 
financial liabilities
borrowings 4009 248 37 10 137 4441
other ––– 17 – 17
4009 248 37 27 137 4458
floating rate 4009 248 37 27 112 4433
fixed rate – – – – 25 25
interest free – – – – – –
weighted average ﬁxed interest rate  – – – – 102
weighted average period for which rate is ﬁxed years – – – – 30 
weighted average period for which no interest paid years – – – – – 
off balance sheet hedging contracts 3330 2177 433 553 167 – 
net total 82 1571 346 383 10 2372
floating rate 82 1846 347 388 14 2677
fixed rate – 151 – – 25 126 
interest free – 124 01 05 49 179 68 tomkins plc report  accounts 2003
notes to the accounts
continued
28 derivatives and other financial instruments continued
interest rate and currency proﬁle at 31 december 2002
canadian 
sterling us dollar euro dollar other total
£ million £ million £ million £ million £ million £ million
financial assets
cash and deposits 979 1730 220 164 337 3430 
other 02 238 02 – 30 272 
981 1968 222 164 367 3702 
floating rate 978 1719 219 161 273 3350
fixed rate – 186 – – – 186 
interest free 03 63 03 03 94 166 
weighted average ﬁxed interest rate  – 90 – – –
weighted average period for which rate is ﬁxed years – 83 – – – 
weighted average period for which no interest received years – – – – –
financial liabilities
borrowings 1505 199 25 – 125 1854
floating rate 1505 197 25 – 107 1834
fixed rate – – – – 18 18
interest free – 02 – – – 02
weighted average ﬁxed interest rate  – – – – 122
weighted average period for which rate is ﬁxed years – – – – 14 
weighted average period for which no interest paid years – 33 – – –
off balance sheet hedging contracts 796 677 141 55 77 – 
net total 272 1092 56 109 319 1848 
floating rate 269 845 53 106 243 1516 
fixed rate – 186 – – 18 168
interest free 03 61 03 03 94 164
the above analysis is shown after taking account of interest rate hedging agreements excluding interest rate swaps of £1173 million used to
manage the interest rate exposure on us dollar debt on which the company receives ﬂoating and pays a weighted average ﬁxed rate of 31 per
cent over a weighted average period of 34 years all other interest rate hedging agreements are included interest payments on ﬂoating rate
assets and liabilities are determined mainly by reference to libor in the relevant currency 
currency analysis
the table below shows the group’s currency exposures that give rise to net currency gains and losses that are recognised in the proﬁt and 
loss account such exposures comprise monetary assets and liabilities that are not denominated in the functional currency of the group
company involved
the amounts shown below take into account the effect of any forward exchange contracts entered into to manage these currency exposures
net foreign currency monetary assetsliabilities
canadian 
sterling us dollar euro dollar other total
£ million £ million £ million £ million £ million £ million
at 3 january 2004
functional currency of group operation
sterling – 16 76 01 – 93 
us dollar 05 – 03 02 04 14
euro 32 09 – – 02 43 
canadian dollar 02 21 22 – 13 12 
other 33 32 10 03 – 14
08 36 85 04 11 120 
at 31 december 2002
functional currency of group operation
sterling – 17 54 – – 71 
us dollar 05 – 01 – – 06
euro 02 24 – – 01 21
canadian dollar – 08 01 – 01 10
other 24 05 09 – – 38
27 20 43 – – 04 69 tomkins plc report  accounts 2003
28 derivatives and other financial instruments continued
the table below shows the group’s currency exposures that give rise to net currency gains or losses that are dealt with in reserves in accordance
with ssap 20
net debtfunds comprise cash and deposits borrowings and off balance sheet contracts the borrowings and off balance sheet contracts
shown against each currency are matched against the assets and liabilities of that currency under the requirements of ssap 20 and to that extent
produce no net gain or loss on translation into sterling for the purposes of the group proﬁt and loss account
net currency gains of £35 million 31 december 2002 – £23 million relating to net debtfunds and foreign currency derivatives used to ensure
that the group’s net borrowings are retained in proportion to the currencies in which the group’s net assets are denominated have been included
in the foreign exchange translation movement in the proﬁt and loss account
net assets
excluding net net net
debtfunds debtfunds assets
at 3 january 2004 £ million £ million £ million
currency
sterling 530 84 614
us dollar 6235 1767 4468 
euro 1030 348 682 
canadian dollar 2042 451 1591 
other 1643 03 1646 
10420 2647 7773
net assets
excluding net
net funds net funds assets
at 31 december 2002 restated see note 23 £ million £ million £ million
currency
sterling 1475 270 1205
us dollar 7724 854 8578 
euro 1135 54 1189 
canadian dollar 525 109 634 
other 1288 289 1577 
9197 1576 10773 
maturity of borrowings
the maturity of the group’s borrowings is as follows
3 january 31 december
2004 2002
£ million £ million
within one year 302 173 
between one and two years 37 49 
between two and ﬁve years 50 54 
over ﬁve years 4052 1578 
4441 1854 
undrawn committed facilities
the group had the following undrawn committed facilities available for which all conditions precedent had been met which expire
3 january 31 december 
2004 2002
£ million £ million
between one and two years 4000 – 
between two and three years – 4000 
on 9 february 2004 the group entered into a new £400 million committed facility for a period of 5 years the existing facility referred to above
was terminated on the same date 70 tomkins plc report  accounts 2003
notes to the accounts
continued
28 derivatives and other financial instruments continued
fair values of ﬁnancial instruments
set out below is a comparison of current and book values of the group’s ﬁnancial instruments by category
3 january 2004 31 december 2002
book value fair value book value fair value
£ million £ million £ million £ million
assetsliabilities
financial instruments held or issued to ﬁnance the group’s operations
short term borrowings and current portion of long term borrowings 302 302 173 173
long term borrowings 4139 4347 1681 1838
cash and deposits 1794 1794 3430 3430 
other ﬁnancial assets 292 305 272 287 
other ﬁnancial liabilities 17 17 – – 
financial instruments held to manage the interest rate and currency proﬁle
derivatives to manage interest rate risk 41 35 01 66 
derivatives to manage currency transaction exposure 01 01 06 21
derivatives to manage currency proﬁle of net assets 14 14 06 06 
the fair value of short term borrowings is approximately equal to book value as they comprise mainly bank overdrafts which attract ﬂoating rates
long term borrowings consist mainly of the £250 million and £150 million medium term notes the fair values of which have been determined by
reference to market rates deposits are held short term and mainly attract ﬂoating rates
foreign currency derivatives are used to ensure that the group’s net borrowings are retained in proportion to the currencies in which the
group’s assets are denominated these are marked to market and the resulting differences recognised thereby avoiding signiﬁcant divergence
between book and fair values
where foreign currency cash ﬂows generated by overseas investments have not been remitted to tomkins plc at the time of dividend payment
forward contracts are used to ensure the currency proﬁle of the group is in line with policy
fair value of preference shares
the above analysis excludes the details of the fair value of the preference shares these preference shares are not traded on an organised market
and fair values are therefore not readily available other details of the preference shares are given in note 22
hedges of future transactions
gains and losses on derivative instruments used for hedging purposes are not recognised until the exposure that is being hedged is recognised
the unrecognised gains and losses by category are set out below
3 january 31 december 
2004 2002
£ million £ million
foreign exchange transaction exposure hedging
unrecognised gains 08 02 
unrecognised losses 06 17
02 15
interest rate hedging
unrecognised gains 27 65 
unrecognised losses 33 – 
06 65 
04 50 
of the unrecognised gains and losses on foreign exchange transaction exposure hedging outstanding at 31 december 2002 all were realised in the
year ended 3 january 2004
of the unrecognised gains and losses on foreign exchange transaction exposure hedging outstanding at 3 january 2004 all are expected to be
realised in the year ending 31 december 2004
the unrecognised gain on interest rate hedging at 31 december 2002 related to interest rate swaps used to hedge the tomkins plc £150 million
medium term note at 31 december 2003 the gains and losses relate to interest rate swaps used to hedge the tomkins plc £150 million medium
term note the tomkins finance plc £250 million medium term note forward rate agreements “fras” and interest rate swaps to manage the
interest rate risk on the group’s us dollar net debt
credit risk
the group manages its credit risk by dealing only with highly rated counterparties  71 tomkins plc report  accounts 2003
29 acquisitions and disposals
acquisitions
tomkins acquired the business assets and liabilities of stackpole limited on 18 june 2003 for a cash consideration of cdn3491 million
£1531million provisional goodwill of £783 million arising on the acquisition was capitalised the acquisition is included in the industrial 
 automotive group deferred consideration of £04 million in respect of a prior period acquisition made by the air systems components 
group was paid during the year revisions to the fair value of assets acquired resulted in a reduction of £05 million in the related goodwill 
details of all acquisitions including the fair value adjustments made to the assets and liabilities acquired are set out below
accounting
policy fair value fair value
book value alignment adjustments to the group
£ million £ million £ million £ million
intangible ﬁxed assets 03 – 
b
03 – 
tangible ﬁxed assets 625 – 
c
82 707 
stock 55 
a
04 – 51 
debtors 183 – 
d
73 256 
creditors amounts falling due within one year 128 – 
e
25 153
creditors amounts falling due after more than one year – – 
f
70 70
current tax 04 – – 04
deferred tax 99 – 
g
13 112
cash 110 – – 110 
debt 28 – – 28
net assets 717 04 44 757 
goodwill capitalised see note 12 778 
cash consideration 1535 
acquisition costs included in the consideration are £20 million
notes
a alignment of stock carrying value and provisioning policies
b write off of intangibles
c revaluation of land and buildings and plant and equipment the valuation was undertaken by external qualiﬁed valuers and was assessed on an existing use or open market value basis
d mark to market valuation of outstanding foreign exchange contracts
e mark to market valuation of outstanding foreign exchange contracts and recognition of liabilities for leasehold property dilapidations
f recognition of pension liabilities at fair value
g deferred tax on fair value adjustments
the proﬁt after tax of stackpole limited for the year ended 31 december 2002 was £81 million and the proﬁt after tax for the period from 
1 january 2003 to 17 june 2003 was £19 million after charging £14 million of exceptional costs related to the sale of the company
stackpole limited contributed £105 million to net cash inﬂow from operating activities
disposals
industrial  automotive
on 22 august 2003 tomkins sold gates formedfibre products inc for a cash consideration of us470 million £297 million there was a net
gain on disposal of £35 million after charging £89 million of goodwill previously written off to reserves and costs of £13 million
engineered  construction products
on 27 january 2003 tomkins sold the business and assets of milliken valve company inc for a cash consideration of us73 million £45 million
resulting in a gain on disposal of £25 million
on 30 june 2003 tomkins sold its 624 investment in the business and assets of cobra investments pty limited for a cash consideration of
£74 million of which £17 million was deferred £13 million of the deferred consideration has now been received a loss of £243 million arose 
on the disposal after charging £210 million of goodwill previously written off to reserves
net cash consideration of £16 million was received during the year which related to disposals completed in previous years
costs of £02 million relating to the ongoing sale of companies were incurred during the year 72 tomkins plc report  accounts 2003
notes to the accounts
continued
29 acquisitions and disposals continued
disposals continued
the total net assets disposed of in the year to 3 january 2004 the aggregate consideration and loss on disposal are set out below
£ million
total net assets sold
tangible ﬁxed assets 142 
investment in associates 03 
stock 139 
debtors 174 
creditors 74
provisions 07
tax 15
deferred tax 08
net cash 13 
minority interests 65
net assets 302 
goodwill 299 
601
aggregate consideration
cash 415
deferred consideration 04
provision for costs arising on disposal 03 
416
loss on disposal 185 
30 post balance sheet event
on 30 january 2004 and 31 january 2004 respectively the business and assets of hattersley newman hender limited and pegler limited were sold
for a combined cash consideration of £130 million of which £58 million is deferred this will result in a loss on disposal of £729 million after
costs including recycled goodwill of £514 million 73 tomkins plc report  accounts 2003
31 principal trading subsidiaries and associates
the principal businesses are wholly owned and registered in england and wales unless otherwise stated a complete list of subsidiary and
associated undertakings is ﬁled with the company’s annual return
industrial  automotive
formﬂo limited
powertrain components systems
and assemblies
gates gmbh
belts germany
gates sa
belts hose and couplings
france
gates argentina sa
belt and hose distributor
argentina
gates australia pty ltd
belt and hose distributor 
australia
gates do brasil industria e
comercio ltda
belts and hose brazil
gates canada inc
belts and hose canada
gates europe nv
belts and hose belgium
gates india private ltd
hose india
gates korea company ltd
ordinary shares – 51 owned
belts korea
gates nitta belt company
suzhou ltd
ordinary shares – 51 owned
belts china
gates polska spzoo
belts poland
the gates rubber company
belts and hose us
gates rubber company 
nsw pty ltd
hose australia
gates rubber company
singapore pte ltd
hose distributor 
singapore
gates rubber de mexico 
sa de cv
belts and hose mexico
gates uk ltd
belts and couplings 
scotland
gates unitta asia company ltd
ordinary shares – 51 owned
belts japan
gates unitta asia trading
company pte ltd
ordinary shares – 51 owned
belts singapore
gates unitta thailand 
company ltd
belts thailand
gates vulca sa
belts and hose spain
ideal
hose clamps us
ideal international sa
ordinary shares – 40 owned
hose clamps mexico
plewsedelmann
lubrication tools us
schraderbridgeport
international inc
valves and ﬁttings us
schrader bridgeport brasil ltda
valves and ﬁttings brazil
schrader duncan ltd
ordinary shares – 50 owned
valves and ﬁttings india
schrader electronics ltd
automotive electronics 
northern ireland
schrader sa
valves and ﬁttings france
stackpole limited
powertrain components systems
and assemblies canada
standardthomson corporation
automotive thermostats us 
stant manufacturing inc
automotive closure caps us
trico ltd
wiper blades and systems 
trico latinoamericana sa
wiper blades and systems
argentina
trico products corporation
wiper blades and systems us
trico pty ltd
wiper blades and systems
australia
air system components lp
heating ventilating and air
conditioning components us
hart  cooley inc
heating ventilating and air
conditioning components us
ruskin company
air ﬁre and smoke dampers
louvres and ﬁbreglass products us
ruskin air management ltd
air handling products and
louvred windows
ruskin thailand co ltd
commercial and industrial air
ﬁresmoke and control dampers
thailand
aquatic industries inc
whirlpools us
dearborn midwest conveyor
company
heavy duty conveyor systems for
oem plants us
dexter axle company inc
manufactured housing mobile
home and trailer products us
lasco bathware inc
fibreglass and acrylic baths and
whirlpools us
lasco fittings inc
pvc pipe ﬁttings us
mayfran international inc
conveyor systems for industrial
plants us
mayfran europe
conveyor systems for industrial
plants the netherlands
philips products inc
aluminium wood and vinyl
windows vinyl clad steel doors
and ventilating devices us
olympus ormskirk limited
formerly hattersley newman
hender ltd
cast iron and bronze valves
sold post year end
pegler ltd
nonferrous taps faucets valves
and plumbing ﬁttings
air systems components
engineered  construction products
 directly owned by tomkins plc 
 associated undertaking 74 tomkins plc report  accounts 2003
reconciliation to accounting principles generally accepted in the united states 
of america unaudited
the consolidated ﬁnancial statements are prepared in conformity with accounting principles generally accepted in the united kingdom 
“uk gaap” which differ in certain respects from accounting principles generally accepted in the united states of america “us gaap” 
the following is a summary of the material adjustments to proﬁt attributable to shareholders and shareholders’ equity determined in
accordance with uk gaap necessary to reconcile to net income and shareholders’ equity determined in accordance with us gaap
reconciliation from uk gaap to us gaap
3 january 31 december 31 december 
2004 2002 2002
12 months 12 months 8 months
notes £ million £ million £ million
proﬁt attributable to shareholders
net income before preference dividend under uk gaap 1718 1840 1178 
us gaap adjustments
goodwill amortisation a 119 18 68 
goodwill impairment a 300 309 309
reversal of uk provision for impairment a 514 – – 
intangibles amortisation b 16 03 01
valuation of net assets acquired in a business combination c 02 – – 
gainloss on disposal of operations d 226 10 25
pension costs e 34 104 68 
share options f 40 22 37 
capitalised interest g 22 34 22 
deferred income tax h 21 38 45
derivatives i 295 08 105 
restructuring costs j 130 – – 
net income under us gaap before cumulative effect of adopting sfas 142 2679 1650 1098 
cumulative effect of adopting sfas 142 a – 327 327
net income under us gaap 2679 1323 771
 million  million  million
net income under us gaap expressed in us dollars at an average exchange rate of £1  16306 
december 2002 12 months £1  14984 and december 2002 8 months £1  15335 4368 1982 1182
differences arising from use of average exchange rate versus actual exchange rate 60 10 06
4308 1972 1188 
31 december 
3 january 2002
2004 restated
notes £ million £ million
shareholders’ equity
shareholders’ equity under uk gaap 7440 10393 
us gaap adjustments
goodwill net a 7289 8635 
intangibles net b 245 60 
pension liabilities e 1270 1739
share options f 07 07 
capitalised interest net g 135 128 
dividends k 572 619 
deferred income tax h 546 696 
derivatives i 05 50 
restructuring costs j 130 – 
redeemable convertible cumulative preference shares l – 3863
shareholders’ equity under us gaap 15089 14986 
 million  million
shareholders’ equity under us gaap expressed in us dollars at a closing 
exchange rate of £1  17901 december 2002 £1  16099 27011 24126 
certain reclassiﬁcations have been made to the prior period amounts to conform with the current period’s presentation 75 tomkins plc report  accounts 2003
restatement of shareholders’ equity for the year ended 31 december 2002
in the year ended 3 january 2004 the company corrected an error in the previously reported adjustment from uk gaap to us gaap in respect of
pension obligations accordingly shareholders’ equity on a us gaap basis has been restated as shown below
31 december 
2002
£ million
shareholders’ equity in accordance with us gaap as previously reported 15148
restatement adjustment 162
shareholders’ equity in accordance with us gaap as restated 14986 
there was no impact on us gaap net income as previously reported for any of the periods presented
description of differences from accounting principles generally accepted in the united kingdom
a goodwill
goodwill arising on acquisitions subsequent to 3 may 1998 is capitalised and amortised through the proﬁt and loss account over its estimated
useful economic life which is estimated not to exceed a maximum of 20 years goodwill arising on acquisitions made on or before 2 may 1998 was
charged directly to reserves and is recaptured through the proﬁt and loss on disposal under us gaap effective 1 may 2002 tomkins adopted us
statement of financial accounting standards “sfas” no 142 “goodwill and other intangible assets” this statement addresses ﬁnancial
accounting and reporting for acquired goodwill and other intangible assets and requires that goodwill and some intangibles no longer be
amortised on a recurring basis instead goodwill and intangible assets with an indeﬁnite life are subject to an initial impairment test and an
annual impairment test thereafter as of 1 may 2002 tomkins had goodwill with a net carrying value of approximately £1200 million that was
subject to the transition provision of sfas no 142 tomkins performed the required impairment tests of goodwill as of 1 may 2002 and
determined that a total goodwill impairment of £327 million should be recorded additionally an annual impairment test has also been
completed as of 31 december 2002 and 3 january 2004 these reviews resulted in an additional total goodwill impairment of £309 million and
£300 million respectively in the future the annual impairment test will be performed by the group as of 31 december
b recognition of intangibles arising on a business combination
under uk gaap intangible assets other than goodwill may only be separately recognised in a business combination if they can be disposed 
of separately from the business of the entity and their value can be reasonably estimated
under us gaap intangible assets arising on a business combination should be recognised i if they arise from contractual or other legal rights
regardless of whether those rights are transferable or separable from the acquired entity or from other legal rights or obligations or ii they are
capable of being separated or divided from the acquired entity and sold transferred licensed rented or otherwise exchanged
c valuation of net assets acquired in a business combination
under us gaap manufactured stock acquired in business combinations is recorded at estimated selling price less future disposal costs 
and a reasonable proﬁt allowance whereas it is recognised at replacement cost under uk gaap
d disposal of operations 
the gain or loss on the disposal of operations is a result of the difference in values between assets and liabilities disposed of under uk gaap and
under us gaap the majority of the difference arises from the differing treatment of goodwill
e pension costs
in tomkins consolidated ﬁnancial statements pension costs are accounted for in accordance with uk statement of standard accounting practice
no 24 “accounting for pension costs” with costs being charged to income over employees’ estimated working lives under us gaap pension 
costs are determined in accordance with the requirements of sfas no 87 – “employers’ accounting for pensions” and sfas no 88 – “employers’
accounting for settlements and curtailments of deﬁned beneﬁt pension plans and for termination beneﬁts” key differences between the uk 
and us gaap ﬁgures arise from the requirement to use different methods and assumptions for valuing scheme assets and a different method 
of amortising surpluses or deﬁcits
under uk gaap  the effect of the variations in cost can be accumulated at successive valuations and amortised on an aggregate basis under us
gaap  the amortisation of the transition asset and the costs of past service beneﬁt improvements are separately tracked experience gainslosses are
dealt with on an aggregate basis but amortised only if outside a 10 per cent corridor uk gaap allows measurements of plan assets and liabilities to
be based on the result of the latest actuarial valuation whereas us gaap requires measurement of plan assets and liabilities to be made at the date
of the ﬁnancial statements or up to three months prior to that date us gaap also requires that a minimum pension liability must be recorded for
the amount by which the plan is under funded ignoring projected future salary increases a corresponding amount is recorded as an intangible
asset to the extent of unrecognised prior service cost and the balance is recorded in other comprehensive income net of tax
f share options 
under uk gaap the difference between the exercise price and the market price of the shares at the grant date is recorded as compensation
expense in the income statement under us gaap stock based compensation is accounted for in accordance with accounting principles board
opinion “apb” no 25 “accounting for stock issued to employees” under apb no 25 the company recognises compensation expense for the
difference between the exercise price and market price at the measurement date over the vesting period the measurement date is the ﬁrst date
on which the employer knows the number of shares that an employee is entitled to receive and the exercise price is known where the 76 tomkins plc report  accounts 2003
reconciliation to accounting principles generally accepted in the united states 
of america unaudited
continued 
measurement date occurs after the grant date as in the case of performance related options compensation cost is recorded over the vesting
period for the difference between the share price at the balance sheet date and the exercise price and is adjusted in subsequent periods up to the
measurement date where the performance condition is such that management cannot make a reasonable estimate because the company cannot
control the outcome of the performance conditions such as the achievement of a target share price no compensation cost is recognised until the
performance condition is satisﬁed
under uk gaap the compensation costs relating to share options granted to employees under annual bonus plans that vest in future periods
are recognised on the grant date under us gaap the compensation cost relating to such grants are recognised over the future vesting period
g capitalisation of interest
in tomkins consolidated ﬁnancial statements interest expense is not capitalised to comply with us gaap the estimated amount of interest
expense incurred while constructing major projects is included in ﬁxed assets and amortised over the estimated useful lives of the related assets
the amount of interest capitalised is determined by reference to the average interest rate on outstanding borrowings
h deferred income tax
in tomkins consolidated ﬁnancial statements deferred tax is provided in full on all liabilities deferred tax assets are recognised to the extent it is
regarded as more likely than not that there will be suitable taxable proﬁts from which the future reversal of the underlying timing differences can be
deducted and for this purpose tomkins considers only future periods for which forecasts are prepared under us gaap  deferred taxes are provided
for all temporary differences on a full asset and liability basis a valuation allowance is established in respect of those deferred tax assets where it is
more likely than not that some portion will not be realised the look forward period is not limited to the period for which forecasts are prepared 
i derivative instruments
tomkins has entered into derivative ﬁnancial instrument contracts in order to reduce exposure to foreign exchange risk and interest rate movements
under uk gaap  where there are derivative instruments that qualify as a hedge gains and losses are deferred and recognised in the proﬁt and loss
account or as adjustments to the carrying amount of assets and liabilities only when the hedged transaction has itself settled and been reﬂected in
the group’s accounts if an instrument ceases to be accounted for as a hedge the instrument is marked to market and any resulting proﬁt or loss
recognised at that time derivatives entered into to hedge the net investment in overseas entities are recorded directly to shareholders’ equity under
us gaap  derivative instruments are not regarded as hedges and any unrealised 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
j restructuring costs
in tomkins consolidated ﬁnancial statements restructuring costs are recognised when there is an unavoidable obligation as a result of a past event and
a reliable estimate of the obligation can be made under us gaap  restructuring costs and one time termination beneﬁts are recognised as incurred
k ordinary dividends
in tomkins consolidated ﬁnancial statements ordinary dividends are provided for in the period in respect of which they are proposed on the basis
of the recommendation made by the directors under us gaap ordinary dividends are not provided for until formally declared
l redeemable convertible cumulative preference shares
in tomkins consolidated ﬁnancial statements redeemable convertible cumulative preference shares are considered to be part of shareholders’
equity under us gaap redeemable convertible cumulative preference shares are classiﬁed outside of shareholders’ equity and not included in any
presentation total of shareholders’ equity in the balance sheet
m earnings per share
the earnings per share calculated under uk gaap does not include the gain arising on the redemption of the redeemable convertible cumulative
preference shares under us gaap  this gain is included in the net earnings available to common shareholders in the calculation of earnings per share 77 tomkins plc report  accounts 2003
presentation and classification differences
in addition to the recognition and measurement differences between uk and us gaap there are a number of differences in the manner in which
amounts are presented and classiﬁed in the accounts the principal presentation and classiﬁcation differences are summarised below
1 balance sheet and proﬁt and loss account presentation
general
the format of a balance sheet prepared in accordance with uk gaap differs in certain respects from us gaap uk gaap requires assets to be
presented in ascending order of liquidity in accordance with the requirements of the companies act 1985 whereas under us gaap assets are
presented in descending order of liquidity in addition current assets under uk gaap include amounts that fall due after more than one year
whereas under us gaap such assets are classiﬁed as noncurrent assets
pensions
under uk gaap assets and liabilities relating to different plans are not offset in presentation under us gaap assets and liabilities of different
plans are offset in presentation
exceptional items
uk gaap requires proﬁts and losses in relation to the disposal of ﬁxed assets to be shown separately on the face of the proﬁt and loss account
below operating proﬁt in addition items that result from the ongoing activities of the business but are signiﬁcant because of their size or nature
may be separately highlighted on the face of the proﬁt and loss account under us gaap the items described above are included in operating
income items that form part of operating activities and are signiﬁcant in size or nature may be separately highlighted on the face of the proﬁt
and loss account or in the accompanying notes
discontinued operations
under uk gaap discontinued operations are deﬁned as those where the sale or termination is completed either in the period or before the earlier
of three months after the year end or the date of approval of the ﬁnancial statements the disposal must have a material effect on the nature of
operations resulting from its withdrawal from a particular market or from a material reduction in turnover from continuing markets sales and
operating proﬁt are disclosed separately on the face of the proﬁt and loss account assets and liabilities are not separately distinguished under us
gaap the results of a component of an entity that has been disposed of or is classiﬁed as held for sale are separately reported in a single caption
furthermore the assets and liabilities of a disposal group classiﬁed as held for sale are presented separately in the balance sheet
2 consolidated statement of cash ﬂow
the consolidated statement of cash ﬂow prepared under uk gaap presents substantially the same information as that required under us gaap
cash ﬂow under uk gaap represents increases or decreases in “cash” which comprises cash in hand deposits repayable on demand and bank
overdrafts under us gaap cash ﬂow represents increases or decreases in “cash and cash equivalents” which includes shortterm highly liquid
investments with original maturities of less than three months and excludes overdrafts
under uk gaap cash ﬂows are presented separately for operating activities returns on investment and servicing of ﬁnance taxation capital
expenditure and ﬁnancial investment acquisitions and disposals equity dividends management of liquid resources and ﬁnancing activities under
us gaap only three categories of cash ﬂow activity are presented being cash ﬂows relating to operating activities investing activities and
ﬁnancing activities cash ﬂows from taxation and returns on investments and servicing of ﬁnance are with the exception of servicing of
shareholder ﬁnance included as operating
condensed consolidated financial information
the following is condensed consolidated ﬁnancial information presented in accordance with us gaap which reﬂects the reconciliation
adjustments and the presentation and classiﬁcation differences discussed above this ﬁnancial information is presented in us dollars using the
current rate method accordingly assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the balance
sheet date revenues and expenses are translated at the exchange rate at the dates on which those elements are recognised or at an appropriately
weighted average exchange rate for the period differences arising from the translation are recorded in accumulated other comprehensive
income 78 tomkins plc report  accounts 2003
supplemental financial information in us dollars under us gaap
condensed consolidated profit and loss account 
prepared under accounting principles generally accepted in the united states of america unaudited
3 january 31 december 31 december 
2004 2002 2002
12 months 12 months 8 months
notes  million  million  million
net sales a 47953 44519 29626 
cost of sales 34107 31528 20880
gross proﬁt 13846 12991 8746 
selling general and administrative expenses 10241 9028 6194
restructuring costs 209 667 466
operating income from continuing operations a 3396 3296 2086 
interest income 152 524 267 
interest expense 302 463 253
other income net 548 12 161 
income from continuing operations before taxes minority interest 
equity in net income of associates and cumulative effect of change 
in accounting principle 3794 3369 2261 
income taxes 758 596 387
income from continuing operations before minority interest 
equity in net income of associates and cumulative effect of change 
in accounting principle 4552 2773 1874 
minority interest in net income 124 103 81
equity in net incomeloss of associates 07 09 06 
income from continuing operations before cumulative effect of change in accounting principle 4435 2661 1799 
loss from discontinued operations net of tax of 05m 12m 12m 733 164 130
gainloss on disposal of discontinued operations net of tax of 08m 132m 132m 606 52 08
income before cumulative effect of change in accounting principle 4308 2445 1661 
cumulative effect of change in accounting principle net of tax of nil nil nil c – 473 473
net income 4308 1972 1188 
gain on redemption of redeemable convertible cumulative preference shares 174 – – 
preference dividends 471 516 375
net income attributable to common shareholders 4011 1456 813 
net income per common share
basic
income from continuing operations before cumulative effect of change in accounting principle 5367c 2784c 1847c 
loss from discontinued operations 951c 213c 169c
gainloss on disposal of discontinued operations 786c 067c 010c
income before cumulative effect of change in accounting principle 5202c 2504c 1668c 
cumulative effect of change in accounting principle – 614c 614c
net income b 5202c 1890c 1054c 
diluted
income from continuing operations before cumulative effect of change in accounting principle 4649c 2671c 1805c 
loss from discontinued operations 768c 165c 130c
gainloss on disposal of discontinued operations 635c 052c 008c
income before cumulative effect of change in accounting principle 4516c 2454c 1667c 
cumulative effect of change in accounting principle – 475c 475c
net income b 4516c 1979c 1192c  79 tomkins plc report  accounts 2003
condensed consolidated cash flow statement 
prepared under accounting principles generally accepted in the united states of america unaudited
3 january 31 december 31 december 
2004 2002 2002
12 months 12 months 8 months
 million  million  million
cash ﬂows from operating activities
net income 4308 1972 1188 
depreciation and amortisation 2025 1976 1210 
impairment of goodwill 125 301 301 
deferred income taxes 145 120 11
unremitted equity earningslosses 11 06 06
loss from discontinued operations 733 164 130 
gainloss on disposal of business 606 52 08 
cumulative effect of change in accounting principle – 473 473 
gainloss on sale of businesses and properties – 03 12 
impairment of ﬁxed asset investment 07 – – 
minority interest 124 121 81 
stock compensation 91 22 51
change in current taxes 1091 114 490
increasedecrease in accounts receivable 354 427 808 
decreaseincrease in prepaid expenses and other assets 132 78 373
increasedecrease in inventory 98 144 452
increasedecrease in accounts payable 179 34 310
decrease in accrued liabilities 44 210 192
net cash provided by operating activities 5375 5123 2326 
cash ﬂows from investing activities
payments to acquire ﬁxed assets 2130 2198 1526
proceeds from disposal of ﬁxed assets 320 165 126 
proceeds from the sale of subsidiaries 640 912 827 
investment in subsidiaries net of cash acquired 2400 181 177
dividends received from associated undertakings 08 09 08 
other net – 01 02
net cash used in investing activities 3562 1294 744
cash ﬂows from ﬁnancing activities
bank loans repayment 838 2174 842
bank loans drawdown 4980 – 18 
buy back of shares – 03 – 
issuance of ordinary shares 11 31 17 
redemption of redeemable convertible cumulative preference shares 6033 – – 
payments to acquire treasury stock 41 – – 
dividend payments 2108 2121 1384
repayment of capital toinvestment by minority shareholder 13 123 49 
other net – 91 – 
net cash used in ﬁnancing activities 4042 4235 2142
net cash usedprovided by discontinued operations 111 164 15
effect of exchange rate changes on cash and cash equivalents 29 328 303 
net decreaseincrease in cash and cash equivalents 2311 86 272
cash and cash equivalents at beginning of year 5522 5436 5794 
cash and cash equivalents at end of year 3211 5522 5522 
supplemental schedule of investing and ﬁnancing activities 
cash paid during the year for interest 323 557 420
cash paid during the period for income taxes 978 1317 1034
noncash investing and ﬁnancing activities 
capital lease additions 70 – –  80 tomkins plc report  accounts 2003
supplemental financial information in us dollars under us gaap
continued
condensed consolidated balance sheet 
prepared under accounting principles generally accepted in the united states of america unaudited
3 january 31 december 
2004 2002
restated 
 million  million
assets
current assets
cash and cash equivalents 3211 5522 
accounts receivable net 6604 6604 
inventories net 6332 6222 
deferred income taxes 778 549 
prepayments and other assets 1679 1753 
assets held for sale 1874 229 
total current assets 20478 20879 
long term assets
property plant and equipment 13777 12702 
goodwill 17067 16613 
intangible assets 442 97 
deferred income taxes 1224 1256 
other long term assets 413 479 
total assets 53401 52026 
liabilities and shareholders’ equity
current liabilities
bank loans 541 279 
accounts payable 3321 3212 
other current liabilities 4076 4099 
taxes payable 2907 3844 
deferred income taxes 04 18 
liabilities related to assets held for sale 739 11 
total current liabilities 11588 11463 
long term liabilities
bank loans 7409 2706 
pension obligations 2911 3378 
post retirement obligations other than pensions 2920 2959 
deferred income taxes 476 – 
other long term liabilities 490 563 
total liabilities 25794 21069 
redeemable convertible cumulative preference shares par value 
50 authorised shares – 25200000 issued and outstanding shares – nil 
31 december 2002 – 12438282 – 6219 
minority interest 596 612 
shareholders’ equity
common stock par value 5p authorised shares – 1585164220 issued and 
outstanding shares – 773262360 31 december 2002 – 772973339 693 623 
convertible cumulative preferred stock par value 50 authorised shares – 13920000 
issued and outstanding shares – 10506721 31 december 2002 – 10507478 6036 5429 
treasury stock 115 66
additional paidin capital 1944 1615 
retained earnings 15432 19308 
restricted reserves 8268 1072 
accumulated other comprehensive loss 5247 3855
total shareholders’ equity 27011 24126 
total liabilities and shareholders’ equity 53401 52026  81 tomkins plc report  accounts 2003
notes to the year ended 3 january 2004 condensed financial statements 
prepared under accounting principles generally accepted in the united states of america unaudited
a analysis by business segment
3 january 31 december 31 december 
2004 2002 2002
12 months 12 months 8 months
 million  million  million
net sales
industrial  automotive 31727 28107 18776 
air systems components 7303 7498 4995 
engineered  construction products 8923 8914 5855 
47953 44519 29626 
operating income from continuing operations before goodwill 
amortisation and impairment
industrial  automotive 2356 2237 1266 
air systems components 611 656 393 
engineered  construction products 1009 1146 894 
central costs 455 265 166
3521 3774 2387 
goodwill amortisation – 177 – 
goodwill impairment 125 301 301
3396 3296 2086 
tomkins adopted sfas no 142 with effect from 1 may 2002 as a result there was no goodwill amortisation charged to operating proﬁt in the
twelve months ended 3 january 2004 under us gaap  whilst the twelve months ended 31 december 2002 included goodwill amortisation of 177
million eight months ended 31 december 2002 – nil for the twelve months ended 3 january 2004 there was a goodwill impairment charge 
of 539 million eight months and twelve months ended 31 december 2002 – 497 million following the initial impairment charge on adoption
of the standard discussed in note c 414 million eight months and twelve months ended 31 december 2002 – 196 million of this impairment
relates to discontinued operations and therefore is not included in operating proﬁt from continuing operations
b net income per common share
basic net income per common share is calculated on net income attributable to common shareholders of 4011 million december 2002 
12 months – 1456 million and december 2002 8 months – 813 million representing the net income for the period after adjusting for the
preference dividend of 471 million december 2002 12 months – 516 million and december 2002 8 months – 375 million and on
771037499 ordinary shares being the weighted average in issue during the period december 2002 12 months – 770569165 and december
2002 8 months – 770927221
diluted net income per common share is calculated on an adjusted weighted average number of ordinary shares of 953988852 december 2002
12 months – 996233827 and december 2002 8 months – 996606935 after allowing for the exercise of 2034111 share options december
2002 12 months – 1470913 and december 2002 8 months – 1498374 and is calculated on net income of 4308 million december 2002 
12 months – 1972 million and december 2002 8 months – 1188 million the weighted average number of shares also allows for the
conversion of preference shares equating to 180917242 ordinary shares for the year ended 3 january 2004 december 2002 12 months –
224193749 and december 2002 8 months – 224181340 and income was adjusted for the preference dividend of 471 million december 2002
12 months – 516 million and december 2002 8 months – 375 million and the gain on redemption of the redeemable convertible cumulative
preference shares of 174 million 
c changes of accounting principle
sfas no 142 “goodwill and other intangible assets”
with effect from 1 may 2002 tomkins adopted sfas no 142 which requires inter alia that goodwill should no longer be amortised but should
be subject to an impairment review initially on adoption of the standard and thereafter at least on an annual basis
as a result of the initial impairment review an impairment loss of £327 million 473 million was recognised as a cumulative effect of 
change in accounting principle on 1 may 2002 since the initial impairment review further impairment losses of £300 million 539 million 
31 december 2002 – £309 million 497 million have been recognised 82 tomkins plc report  accounts 2003
additional financial information
for the year ended 3 january 2004
engineered  
industrial  air systems construction central 
automotive components products costs total 
£ million £ million £ million £ million £ million
turnover
continuing operations 19772 4479 6482 – 30733 
discontinued operations – – 771 – 771 
19772 4479 7253 – 31504
continuing operations
operating proﬁt before operating exceptional items and goodwill amortisation 1899 423 633 240 2715 
operating exceptional items 207 41 07 – 255
operating proﬁt before goodwill amortisation 1692 382 626 240 2460
discontinued operations
operating proﬁt before operating exceptional items and goodwill amortisation – – 03 – 03
operating exceptional items – – 104 – 104
operating proﬁt before goodwill amortisation – – 101 – 101
total operating proﬁt before operating exceptional items and goodwill amortisation 1899 423 636 240 2718
total operating exceptional items 207 41 111 – 359
total operating proﬁt before goodwill amortisation 1692 382 525 240 2359
goodwill amortisation 35 81 03 – 119
operating proﬁt 1657 301 522 240 2240
operating proﬁt margin before operating exceptional items 
and goodwill amortisation 96 94 88 – 86
unaudited additional information 
for the year ended 31 december 2002
engineered  
industrial  air systems construction central 
automotive components products costs total 
£ million £ million £ million £ million £ million
turnover
continuing operations 19487 5004 7026 – 31517 
discontinued operations – – 937 – 937 
19487 5004 7963 – 32454 
continuing operations
operating proﬁt before operating exceptional items and goodwill amortisation 1816 509 670 161 2834 
operating exceptional items 363 82 16 – 461
operating proﬁt before goodwill amortisation 1453 427 654 161 2373 
discontinued operations
operating proﬁt before operating exceptional items and goodwill amortisation – – 54 – 54 
operating exceptional items – – – – – 
operating proﬁt before goodwill amortisation – – 54 – 54 
total operating proﬁt before operating exceptional items and goodwill amortisation 1816 509 724 161 2888
total operating exceptional items 363 82 16 – 461
total operating proﬁt before goodwill amortisation 1453 427 708 161 2427 
goodwill amortisation 14 86 04 – 104
operating proﬁt 1439 341 704 161 2323 
operating proﬁt margin before operating exceptional items
and goodwill amortisation 93 102 91 – 89 83
financial record
tomkins plc report  accounts 2003
eight 
months 
year ended ended year ended year ended year ended 
3 january 31 december 30 april 30 april 29 april 
2004 2002 ∆ 2002 ∆ 2001 ∆ 2000 ∆
£ million £ million £ million £ million £ million
turnover 31504 20972 33738 41055 56404
proﬁt before tax
†
2275 1493 2725 2993 4786
proﬁt attributable to shareholders
†
1737 1204 1951 2086 3311
dividends 1217 864 1319 1329 2002
shareholders’ funds as previously stated 7440 10395 11069 10849 7264
investment in own shares – 02 06 14 23
shareholders’ funds as restated 7440 10393 11063 10835 7241
average number of employees 39328 39596 40670 52755 70039
per share
earnings
†
1878p 1244p 2014p 1994p 3130p
ordinary dividends 1200p 800p 1200p 1200p 1745p
ordinary share price at ﬁscal year end 2690p 1900p 2640p 1565p 1973p
enterprise value £ million 26820 20345 26510 19947 34060
 years ended 29 april 2000 and 30 april 2001 have been restated for the adoption of financial reporting standard no 19 “deferred tax”
∆ periods ended 31 december 2002 30 april 2002 30 april 2001 and 29 april 2000 have been restated to reﬂect the adoption of uitf 38 “accounting for esop trusts”
† proﬁt before tax proﬁt attributable to shareholders and earnings per share are stated after operating exceptional items and before goodwill amortisation exceptional items relating to the disposal of
subsidiaries and proﬁt on disposal of ﬁxed assets
enterprise value consists of market capitalisation preference shares and net debtfunds 84 tomkins plc report  accounts 2003
investor information
annual general meeting
shareholders are invited to attend the annual general meeting to be
held at 1100 am on 21 may 2004 the venue is the queen elizabeth ii
conference centre broad sanctuary westminster london sw1p 3ee
the nearest underground stations are st james’s park and westminster
dividends
the ﬁnal dividend of 74 pence per ordinary share will be paid on
1 june 2004 to shareholders on the register at the close of business 
on 30 april 2004 for holders of american depositary receipts adrs
the dividend declared in pence is converted to us dollars on the uk
dividend payment date using the exchange rate prevailing on that day
payment of dividend
shareholders who have mandated their dividends to be credited to 
a nominated bank or building society account should note that
dividends are paid automatically to their account through the bankers’
automated clearing services bacs with the associated tax voucher
being sent direct to shareholders at their registered address unless
requested otherwise if the nominated account is with a bank or
building society which is not a member of bacs both the payment 
and tax voucher are sent to the account holding branch shareholders
who do not currently mandate their dividends and who wish to have
their dividend paid direct to a bank or building society account should
complete a dividend mandate instruction form obtainable from lloyds
tsb registrars the causeway worthing west sussex bn99 6da or by
telephoning 0870 600 3953
dividend reinvestment plan
the company offers a dividend reinvestment plan this allows
shareholders to invest their cash dividend in purchasing shares of the
company in the market the company’s registrar arranges on behalf of
participants through the agency of a suitably authorised stockbroking
business the purchase of the maximum whole number of ordinary
shares possible on or as soon as reasonably practicable after the
dividend payment date favourable dealing costs have been arranged
for further details or an application form please write to lloyds tsb
registrars share dividend team the causeway worthing west sussex
bn99 6da or telephone their helpline on 0870 241 3018
individual savings accounts isas
a tomkins isa enables uk residents to invest in the company in a tax
efﬁcient manner you can obtain more information on isas from our
corporate isa provider lloyds tsb registrars the causeway worthing
west sussex bn99 6uy or by telephoning 0870 242 4244
share dealing
a telephone and internet dealing service has been arranged through
lloyds tsb registrars which provides a simple way of selling tomkins
ordinary shares commission is 05 with a minimum charge of £20 
for telephone dealing and £1750 for internet dealing for telephone
sales call 0870 850 0852 between 830 am and 430 pm monday to
friday and for internet sales log on to wwwshareviewcoukdealing
you will need your shareholder reference number shown on your 
share certiﬁcate a weekly postal dealing service is also available and 
a form together with terms and conditions can be obtained by calling
0870 242 4244 commission is 1 with a minimum of £10
global buydirect
a simple dealing service is available to us residents only for buying
and selling tomkins adrs details can be obtained from the bank 
of new york investor relations po box 11258 church street station
new york ny 102861258 or by telephoning 1 888 bny adrs 
us callers only or 1 610 382 7836
world wide web
the company’s web site address is shown on the back cover of this
annual report all tomkins recent press releases are accessible together
with the latest annual report and accounts summary financial
statement and interim report in addition callers may obtain direct
access to the web sites of many tomkins operating companies
share price information
the price of tomkins ordinary shares is available on the investor
information page of the company’s web site the financial times
cityline service also provides share price information this telephone
service is available on 0906 843 4244 and calls within the uk are
charged at 60 pence per minute at all times in addition the share
price is listed in most national daily newspapers and on teletext
registrar
administrative enquiries concerning shareholdings in tomkins plc such
as loss of a share certiﬁcate dividend payment instructions or a
change of address should be notiﬁed direct to the registrar whose
address is on the inside back cover of this annual report your
correspondence should refer to tomkins plc and state the registered
name and address of the shareholder
every effort is made to prevent multiple mailing of documents to
shareholders if you have received more than one copy of this annual
report or summary financial statement and would like to amalgamate
your holdings please complete the shareholder register multiple
accounts form enclosed with this annual report and return it to the
registrar at the address on the form
electronic communication
the registrar operates a share register internet enquiry service to
provide shareholders with details of their shareholdings to register 
for the service please go to wwwshareviewcouk you will need your
shareholder reference which can be found on your share certiﬁcate 
or tax voucher and you will be asked to select your own pin a user id
will then be posted to you once registered shareholders may elect 
to receive future shareholder information and company documents
electronically thereby improving speed of communication and
reducing administrative costs of printing and postage a visit to
wwwshareviewcouk will also provide you with more details of the
service and practical help and information on other share registration
matters further details can be found on the electronic
communications letter enclosed with this annual report
electronic proxy voting
shareholders may register their voting instructions for the forthcoming
annual general meeting via the internet if you have registered for the
registrar’s shareview service described above you may submit your voting
instructions by logging on to your shareview portfolio and accessing
the company meetings – tomkins site if you have not registered with
shareview you may still register your vote electronically by going to
wwwsharevotecouk you will be required to key in the three security
numbers printed on your form of proxy to access the voting site
us listing
tomkins ordinary shares are listed on the new york stock exchange in
the form of adrs each adr represents four tomkins ordinary shares
tomkins is subject to the regulations of the securities and exchange 85 tomkins plc report  accounts 2003
commission sec in the usa as they apply to foreign companies and
ﬁles with the sec its annual report on form 20f and other
information as required adr holders are not members of the
company but may instruct the bank of new york at the address on
the inside back cover which administers the tomkins adr programme
as to the exercise of voting rights pertaining to the number of ordinary
shares represented by their adrs
trading symbols
tomkins’ london stock exchange sedol number is 0896265 and its
trading symbol is tomk the company’s trading symbol for its
american depositary receipts is tks
report and accounts – companies house
in accordance with the requirements of the registrar of companies 
in england and wales the “registrar” and following the passing of
the resolution to be proposed at the 2004 annual general meeting 
to receive these ﬁnancial statements a copy of this document omitting
photographic representations and with such further modiﬁcations 
as may be necessary to comply with such requirements will be lodged
with the registrar in accordance with the companies act 1985 as
amended after being so lodged further copies of this annual report
and accounts or the summary financial statement in the form sent to
shareholders will be available from the company secretary upon request
share price information
the price range of a tomkins ordinary share and adr during the year ended 3 january 2004 was
ordinary shares american 
of 5p each depositary receipts
pence us dollars
high low high low
1st quarter 20825 16875 1343 1116
2nd quarter 24500 17700 1620 1125
3rd quarter 27875 22575 1780 1511
4th quarter 28850 25000 1932 1697
analysis of ordinary shareholdings at 25 february 2004
number of number of  of share
shareholders shares 000 capital
by type
directors’ interests 8 1949 025
other individuals 21636 63529 822
insurance companies and pension funds 8 4474 058
banks nominees companies and others 5202 703310 9095
26854 773262 10000
by size
1500 6122 1469 019
5012500 12944 17077 221
25015000 4022 14357 185
500120000 2648 24269 314
2000150000 429 13589 176
50001100000 176 12983 168
100001500000 299 69139 894
above 500000 214 620379 8023
26854 773262 10000 86 tomkins plc report  accounts 2003
financial calendar
2004
1st quarter results announcement – quarter to 3 april 2004 21 may 2004
annual general meeting – 2004 21 may 2004
final dividend payment – year ended 3 january 2004 1 june 2004
2nd quarter and interim results announcement – quarter to 3 july 2004 26 august 2004
3rd quarter results announcement – quarter to 2 october 2004 24 november 2004
interim dividend payment – six months ending 3 july 2004 november 2004
year end 1 january 2005
2005
preliminary announcement – year ending 1 january 2005 february 2005
1st quarter results announcement may 2005
annual general meeting – 2005 may 2005
final dividend payment – year ending 1 january 2005 mayjune 2005 87 tomkins plc report  accounts 2003
notice of meeting
notice is hereby given that the seventyeighth annual general meeting 
of the company will be held at the queen elizabeth ii conference
centre broad sanctuary westminster london sw1p 3ee on friday 21
may 2004 at 1100 am to transact the following business
1to receive the directors’ report and ﬁnancial statements for 
the year ended 3 january 2004 together with the independent
auditors’ report
2to approve the remuneration committee report for the year ended 
3 january 2004 as set out on pages 31 to 37 of the annual report
and accounts
3to declare a ﬁnal dividend of 74p per ordinary share for the year
ended 3 january 2004
4to reappoint as a director mr d b newlands
5to reappoint as a director mr k lever
6to reappoint as a director sir brian pitman
7to reappoint deloitte  touche llp the company having agreed
that deloitte  touche llp succeeded to the business of deloitte 
touche on 1 august 2003 as independent auditors
8to authorise the directors to determine the independent auditors’
remuneration
to consider and if thought ﬁt pass the following resolution which will
be proposed as an ordinary resolution
9 that the directors be and they are hereby authorised in accordance
with and subject to the terms of article 5 of the company’s articles 
of association to allot relevant securities up to an aggregate
nominal amount of £12887706
to consider and if thought ﬁt pass the following resolutions which
will be proposed as special resolutions
10 that the directors be and they are hereby authorised in accordance
with and subject to the terms of article 6 of the company’s articles 
of association whether or not such article 6 is amended pursuant 
to resolution 12 below to allot shares for cash for the purposes 
of paragraph ii of article 6 up to an aggregate nominal amount 
of £1933155
11 that the company be and is hereby generally and unconditionally
authorised in substitution for any authority to purchase ordinary
shares of 5p each in the capital of the company previously conferred
save to the extent the same has been exercised to make market
purchases within the meaning of section 1633 of the companies
act 1985 of ordinary shares of 5p each in the capital of the
company “shares” provided that
a the maximum number of shares hereby authorised to be acquired is
77326236 shares or if lower such number of shares as is equal to 
10 per cent of the issued ordinary share capital of the company 
at the close of business on 20 may 2004
b the maximum price which may be paid for any share is an amount
equal to 105 per cent of the average of the middle market
quotations for a share as derived from the london stock exchange
daily ofﬁcial list for the ﬁve business days immediately preceding
the day on which the share is contracted to be purchased and the
minimum price which may be paid for any such share shall be the
nominal value of that share and
c this authority shall expire on 30 june 2005 or if earlier at the
conclusion of the annual general meeting of the company to 
be held in 2005 but a contract of purchase may be made before
such expiry which will or may be executed wholly or partly
thereafter and a purchase of shares may be made in pursuance 
of any such contract
12 that the articles of association of the company be and they are
hereby amended by
i the insertion in article 6 after the words “section 80 of the act” of
the words “andor where such allotment constitutes an allotment
of equity securities by virtue of section 943a of the act”
ii the insertion in article 6i after the words “or other offer in favour
of shareholders” of the words “excluding any shareholder holding
shares as treasury shares” and
iii the deletion from article 6i where it appears after the words
“respectively attributable to the interests of” of the word “all”
by order of the board
n c porter
secretary
east putney house
84 upper richmond road
london sw15 2st
25 march 2004
notes
1 any shareholder entitled to attend and vote at this meeting may appoint 
a proxy to attend and vote on hisher behalf a proxy need not be a member
of the company a white form of proxy for use by ordinary shareholders
andor a green form of proxy for use by convertible cumulative preference
shareholders isare enclosed
2 only those shareholders registered in the register of members of the company
as at 600 pm on wednesday 19 may 2004 shall be entitled to attend andor
vote at this meeting in respect of the number of shares registered in their
name at that time changes to entries on the relevant register of securities
after 600 pm on wednesday 19 may 2004 shall be disregarded in determining
the rights of any person to attend andor vote at this meeting
3 copies of the current memorandum and articles of association of the
company and as proposed to be amended pursuant to resolution 12 will be
available for inspection during usual business hours on any weekday public
holidays excepted at the ofﬁces of slaughter and may one bunhill row
london ec1y 8yy and the company east putney house 84 upper richmond
road london sw15 2st from the date of this notice until the time of the
meeting and at the queen elizabeth ii conference centre from 15 minutes
before the meeting until it ends designed and produced by black sun plc
photography by noorie parvez 
printed in england by st ives westerham press
registrar  transfer ofﬁce
lloyds tsb registrars
the causeway
worthing
west sussex
bn99 6da
tel 0870 600 3953
tomkins individual savings account
lloyds tsb registrars
the causeway
worthing
west sussex
bn99 6uy
tel 0870 242 4244
us representatives
adr depositary
the bank of new york
po box 11258
church street station
new york
ny 102861258
tel 610 382 7836 corporate office  
registered office
tomkins plc
east putney house
84 upper richmond road
london sw15 2st
tel 020 8871 4544
fax 020 8877 9700
world wide web
for further information on tomkins
please access our web site address
wwwtomkinscouk


Summary:
 1
financial highlights
tomkins plc report  accounts 2003
2003 2002
pro forma 
unaudited
sales £31504m £32454m
operating proﬁt before operating exceptional items
1
£2718m £2888m
operating proﬁt
1
£2359m £2427m
non operating exceptional items £832m £41m
proﬁt before tax £1324m £2370m
exceptional release from other tax provisions £907m –
basic earnings per share 185p 189p
total dividends per share
2
120p 120p
net debtcash £2647m £1576m
1
before goodwill amortisation see page 82 and the financial review 
2
based upon dividends for the eight months ended 31 december 2002 plus four months
pro rata based upon dividends for the year ended 30 april 2002
industrial  
automotive
air systems 
components
engineered  
construction
products
turnover by division
63
14
23
industrial  
automotive
air systems 
components
engineered  
construction
products
profit by division
64
14
22
industrial  
automotive
air systems 
components
engineered  
construction
products
employees by division
60
18
22
highlights of the year
• reported sales in sterling during 2003 were down 29 per cent at £31504 million this represented
an underlying increase of 41 per cent 
• reported operating profit in sterling before operating exceptional items of £359 million 
2002 £461 million and goodwill amortisation in 2003 was down 59 per cent at £2718 million
this represented an underlying increase of 23 per cent 
• operating proﬁt from continuing operations before goodwill amortisation in 2003 of £119 million
2002 £104 million increased to £2460 million compared with £2373 million in 2002
• industrial  automotive produced a strong performance with underlying sales and operating proﬁt
before operating exceptional items and goodwill amortisation for the year up by 63 per cent and
99 per cent respectively
• air systems components showed strong margin recovery in the second half of the year 
• engineered  construction products increased underlying sales and operating profit before
operating exceptional items and goodwill amortisation for the year by 23 per cent and
26 per cent respectively 
• the effect of currency translation particularly the weakness of the us dollar reduced reported
sales and operating profit before operating exceptional items and goodwill amortisation by
£2089 million and £202 million respectively in 2003
• the tax credit for the year of £475 million is due to the exceptional release of £907 million from
other tax provisions following a comprehensive review of potential tax exposures of the group
• maintained dividend of 120 pence per ordinary share
• early redemption of redeemable convertible cumulative preference shares