annual report 2003 1 financial highlights
2 company overview
4 chairman’s statement
6 chief executive’s review
16 finance director’s review
20 directors and secretary
21 report of the directors
29 remuneration report
43 statement of directors’ 
responsibilities
44 report of the auditors
46 consolidated profit and 
loss account
47 statement of total recognised
gains and losses
47 reconciliation of movements
in equity shareholders’ funds
48 balance sheets
49 consolidated cash flow statement
50 accounting policies
53 notes to the accounts
74 principal operating subsidiary 
and associated undertakings
76 acquisitions and disposals
77 ten year summary
78 notice of meeting
81 shareholder information
contents 2003 increase 2002
£m  £m
turnover
1
24862 63 23395
total operating profit 4555 31 4420
profit before tax and exceptional items
2
4085 47 3903
profit before tax  3968 17 3903
operating cash flow
3
2693 108 2431
basic earnings per share 1583p 55 1500p
adjusted earnings per share
4
1647p 98 1500p
dividends per share  610p 103 553p
1
including franchisees and share of associate
2
before exceptional loss on disposal of businesses 
3
before management of liquid resources financing dividends acquisitions disposals and 
adjusted for capital expenditure financed by leases
4
basic earnings per share adjusted for the exceptional loss on disposal of businesses
rentokil initial plc  1
2003
financial highlights 2 rentokil initial plc 
company overview
rentokil initial is one of the largest business services companies in the 
world with some 93000 employees providing a range of support services 
our business operates in four markets hygiene security facilities
management and parcels delivery
the brands of ‘rentokil’ and ‘initial’ represent consistent quality of service
across more than 40 countries including the major economies in europe north
america asia pacific and africa
hygiene
20000 employees
security
26000 employees or increasingly a mix of both which is tailored to meet their
individual needs
facilities management
facilities management services cleaning catering and
hospital services are provided as standalone contracts but also
create the platform from which multiservice contracts are
provided offering one point of customer contact any number of
rentokil initial services can be incorporated within a contract
using our own specialist management services
tropical plants offered to customers on a rental and
maintenance or purchase and maintenance basis they range from
a single plant or tree to displays for the largest atrium our specialist
inhouse design and development team also offers a range of
services to facilities managers interior designers and architects to
introduce plants as an integral part of building design and
refurbishment to meet the changing needs in interior environments
conferencing our uk network of 28 specialised education and
training centres meets the needs of corporate and public sector
customers these centres provide specialist meeting facilities
residential accommodation hot desks and internet cafés
together with leisure and recreational amenities
parcels delivery
as the uk’s premium express service specific deadlines or any
time next day deliveries can be met fully integrated despatch
processes provide significant performance benefits to any
customer large or small
hygiene
hygiene services provide a total washroom solutions service
floor mat garment and flat linen rental services the washroom
solutions range includes air fresheners sanitizers feminine
hygiene units and hot air hand dryers as well as dispensers and
consumables for soap paper towels and linen roller towels floor
mats some of which include branding and health and safety
statements are supplied to a wide client base bespoke workwear
and uniforms are manufactured and supplied to commercial and
industrial customers and the hospitality sector with full inventory
management increasingly provided to give additional benefits to
customers specialist highperformance workwear for sectors such
as the medical hitech and emergency services is also designed
and manufactured to meet stringent performance standards flat
linen primarily table and bedroom linen is rented and laundered
for corporate and hospitality customers and health service
providers 
pest control provides a service for the control of pests primarily
in the workplace special emphasis is placed on health safety and
protection of the environment our research and development
provides effective and innovative solutions for pest control which
together with improved working practices set higher standards of
operational effectiveness and environmental care for the customer
security
effective security solutions are provided to meet customers’ needs
for personal safety and protection of property these are met
through both the application of advanced technologies and well
trained security officers we provide security solutions for our
customers using either electronic security or manned guarding 
facilities management
43000 employees
parcels delivery
4000 employees 4 rentokil initial plc 
results
in summary underlying trading was broadly in line with market
expectations turnover from continuing operations increased
69 to £24711 million profit before tax increased 47 to
£4085 million before charging £117 million as an exceptional
loss on disposal of businesses and earnings per share adjusted for
this exceptional loss were up 98 to 1647p with basic earnings
per share up 55 to 1583p operating cash flow was excellent
at £2693 million net debt was £525 million lower than 2002 at
£12079 million notwithstanding the effect of £231 million of
adverse foreign exchange adjustments and £907 million arising
from a net outflow of funds from share buybacks acquisitions
and disposals
dividend
the board is recommending a final dividend of 435p per share
giving a full year dividend of 610p per share an increase of
103 over 2002 the board is planning for an increase in the
dividend per share in 2004 of at least 10
strategy and markets
the company’s vision statement is set out on page 14 in the chief
executive’s review the words are new but they enunciate a set of
principles which have guided rentokil initial for many years the
company already occupies a leading position in the business
services sector offering hygiene safety and security solutions
however the markets we serve provide us with a wealth of
opportunities for growth increasing economic prosperity in most
markets around the world is bringing with it ever increasing
demands for consistent and high standards of hygiene safety and
security growing public concern over these issues fuelled by ever
increasing regulation gives the company an opportunity 
which it fully intends to develop
strong distinctive branding assists in reinforcing our competitive
edge we have the benefit of two wellestablished brands
‘rentokil’ and ‘initial’ which we believe are symbols of 
consistent quality and so differentiate our services from those 
of our competitors
we do not forget that our customers wherever they may be
have the right to expect consistent quality standards at a fair 
price from a worldleading business services company we have
the network and reach that allows us to be the premium quality
supplier of business services in the great majority of the world’s
developed economies with the imminent enlargement of the
european union and the growing prosperity across europe we
are confident that there will be an increasing demand for higher
standards and sophistication in hygiene safety and security 
which will provide us with many opportunities for developing 
our activities
equally importantly we have a great opportunity to further
develop our position within countries in which we already
operate we expect to achieve this by increasing our market
shares for existing services through organic growth and bolt
on acquisitions using our widespread experience in developing
business services across many countries
corporate governance and corporate social responsibility
since i became chairman in 2002 the board has been
strengthened further by the appointments of peter long and 
paul mason in 2002 and 2003 respectively 
2003 saw the introduction of the new combined code following
a long period of review and discussion prompted mainly by the
failure of corporate governance in companies particularly in the
united states the new combined code has introduced a number
of improvements to an already generally robust system of
governance in the uk i am pleased to say that your board has
put in hand changes including reorganisation of procedures and
terms of reference of board committees to ensure compliance
with the new code more information on corporate governance 
is set out in the report of the directors
we continue to make good progress in developing and
implementing practices and procedures in relation to corporate
social responsibility which support the policies which have been
publicly adopted by the board more information on corporate
social responsibility may be found in the report of the directors
chairman’s statement
2003 has been a year of change for the company with james wilde succeeding me as chief executive at the beginning
of the year and his subsequent restructuring of the management of the company into four service sectors he will
comment in detail in his review on the company’s performance in 2003 rentokil initial plc  5
people
on behalf of the board i would like to pay tribute to the efforts
of all our 93000 employees we have always considered our
people to be the cornerstone on which we rely to maintain the
high quality of service on which our reputation is based rentokil
initial has always been a company in which success is recognised
and in which advancement follows achievement to that end we
maintain high standards of training and career opportunities
prospects
organic turnover growth is the prime requirement for profitable
growth and to that end the company is maintaining investment
in additional sales management and sales staff where
appropriate and introducing further technological developments
to improve the productivity and quality of our services the main
emphasis on development will be concentrated on hygiene and
security within continental europe
the company is aiming for good growth in turnover in 2004
although it is likely that margins will be adversely affected by
pricing levels of net new business gains the faster growth in our
lower margin businesses and the investments referred to above 
as a result of the initiatives already taken and those planned for
2004 the company should benefit from a strong performance in
2005 and beyond reflecting an improving turnover growth rate
especially in the company’s higher margin businesses
sir clive thompson
chairman
24th march 2004 6 rentokil initial plc 
acquisitions 
seven bolton acquisitions were made in 2003 in hygiene and
security and in addition we entered both the north american 
and belgian electronic security markets with one acquisition in
each the total cost for the nine acquisitions with aggregate
annualised turnover of circa £35 million was £222 million these
contributed £209 million to 2003 turnover and £13 million to
profit before tax 
disposals
the net loss on the previously reported sale of the belgian 
cashintransit business and the recent sale of four small
businesses within facilities management which together had
annualised turnover of circa £15 million was £02 million in
addition a review of the deferred consideration due from the
disposal of businesses in 2000 has led to a charge of £115 million
to give a total exceptional loss of £117 million
2003 results
in 2003 rentokil initial increased its turnover from continuing
operations by 69 to £24711 million and by 48 at constant
2003 average exchange rates profit before tax and before the
£117 million exceptional loss on disposal of businesses increased
by 47 to £4085 million and by 09 at constant 2003 average
exchange rates earnings per share adjusted for the exceptional
loss increased 98 to 1647p with basic earnings per share up
55 to 1583p 
profit before tax after £117 million loss on the disposal of
businesses increased by 17 to £3968 million and reduced by
20 at constant 2003 average exchange rates operating cash
flow was excellent at £2693 million up 108 on 2002
segmentally there were strong performances in security and
parcels delivery 
the sector performances are described on pages 8 to 13 and the
geographic performance is summarised on page 7 these refer 
to continuing operations and are at constant 2003 average
exchange rates
management
with the company having operations in more than 40 countries
employees benefit from the company’s philosophy of developing
the skills of management through experience in several different
services today this experience is a prerequisite for promotion to
senior levels of management this philosophy has created an
environment in which our managers can be moved effectively
between the company’s businesses around the world broadening
their skills and reinforcing the rentokil initial culture
the company executive board comprises myself the finance
director the four sector managing directors and the company
secretary each sector managing director is supported by a 
sector finance director and each business is run by a dedicated
management team central services are provided for finance
legal corporate affairs management development research 
and development acquisitions and procurement
i am pleased to report on the results for 2003 my first year as chief executive the new sector structure which i put 
in place at the start of the year is now fully established and is providing the platform for a more customerfacing
approach to sales and service delivery
chief executive’s review
business stream analysis
turnover £24711m
hygiene 398
security 236
facilities management 280
parcels delivery 86
operating profits £4558m
hygiene 631
security 127
facilities management 174
parcels delivery 68 rentokil initial plc  7
turnover £24711m
uk 488
continental europe 326
north america 131
asia pacific  africa  55
operating profits £4558m
uk 482
continental europe 375
north america 37
asia pacific  africa  106
europe
austria
belgium
czech republic
denmark
finland
france
germany
greece
italy
north america
bahamas
barbados
canada
guyana
jamaica
martinique
trinidad
usa
asia pacific and africa
australia
fiji
hong kong
indonesia
japan
kenya
malaysia
new zealand
philippines
geographic analysis uk turnover grew by 57 to £12054 million although operating
profit fell by 26 to £2195 million total hygiene turnover 
was down by 22 at £2519 million security up by 34 to 
£2693 million total facilities management up by 84 to 
£4759 million and parcels delivery up by 139 to £2083 million
continental europe turnover was up by 37 to £8063 million 
with operating profit up 29 to £1711 million total hygiene
turnover was up by 41 to £5927 million security up by 39 
to £1353 million and total facilities management was flat at 
£783 million
north america turnover was up by 42 to £3247 million whilst
operating profit reduced by 111 to £168 million total hygiene
turnover was flat at £217 million security up by 166 to 
£1794 million and total facilities management down by 90 
to £1236 million
asia pacific and africa turnover at £1347 million was up by 39 
and operating profit up by 21 to £484 million total hygiene
turnover was up by 11 to £1162 million total facilities
management down by 32 to £136 million and there was an
inflationdriven performance in our parcels delivery business in
southern africa
the netherlands
norway
portugal
republic of ireland
spain
sweden
switzerland
united kingdom
singapore
south africa
south korea
taiwan
tanzania
thailand
zimbabwe hygiene services was up by 20 in turnover at £7581 million
and down 36 in operating profit at £2026 million continental
europe was up 45 in turnover at £4868 million with strong
performances in france and portugal and good performances in
austria and denmark but with disappointing trading in germany
especially within the hospital linen services division north
america turnover was down 46 at £60 million whilst asia
pacific and africa increased turnover by 18 to £834 million
with excellent performances in hong kong and indonesia and
good performances in malaysia and south korea
uk hygiene services turnover was down by 36 at £1819 million
with as expected a larger reduction in operating profit from the 
lower turnover and increased cost of management operational
and sales resource during the restructuring period although 
the turnaround has been slower than expected the new
management team which is now in place is implementing
major initiatives which are expected to lead to an increase in 
the annualised value of contracts towards the end of 2004
during the course of 2003 we combined our two washroom 
sales forces into an integrated team and we are now focusing 
on selling a complete washroom solution we also established 
a national accounts sales team to offer the proposition to 
chief executive’s review
total hygiene turnover grew by 20 to £9825 million with operating profit down by 19 to £2874 million
hygiene
addressing the issues
“a total 
washroom
solution”
a well equipped and serviced washroom
reflects positively on an organisation and 
its regard for the comfort and wellbeing 
of its staff and visitors alike initial’s aim is 
to provide services which keep washrooms
looking good and users healthy by
minimising the risk of exposure to the
bacteria which are present in all such
environments
large clients who have many sites across the uk this new sales
effort was supported by the launch in september of an updated
washroom products range bringing a fresher standardised look
pest control turnover was up by 18 at £2244 million and
operating profit up by 25 at £848 million uk turnover was up
17 at £700 million and continental europe was up by 25 at
£1060 million with encouraging performances in most countries
asia pacific and africa turnover reduced by 06 to £328 million
whilst north america turnover was up by 18 at £156 million
during the year hygiene won several important contracts 
uk hygiene services was appointed by the nhs logistics
authority to manage and supply all of its uniform requirements
nationally for the next three years this exclusive deal will see us
supply garments to 1124 wearers in the us pest control won
significant contracts during the year with rite – aid drug stores
saddle creek corporation and the us naval academy in annapolis
in asia baxter singapore named pest control its supplier of the
year and presented it with a long service award to mark 20 years
of excellent partnership our focus on managing health and
safety was recognised by the royal society for the prevention 
of accidents in the uk with gold awards going to textile
services and pest control  rentokil initial plc   9
“a focus on 
managing health
and safety”
initial textile services have to date supplied
23000 bespoke garments for kwik fit to 4000
wearers in 350 locations
initial wear4work supply over 500
wearers in three police forces with
riot suits these are manufactured in
flame retardant petrol repellent
kermal viscose fabric and designed
specifically to protect front line
officers when doing their job in
dangerous situations
research indicates that the most
important requirements of washroom
facilities are cleanliness and a fresh
pleasant atmosphere an unpleasant
odour rightly gives the impression of
an unhygienic washroom
the company’s inhouse development
team has designed a new airfresh
system it gives effective and
consistent perfume levels is
environmentally friendly through 
its use of solar energy and can
recognise usage patterns
rentokil pest control’s responsible
approach to product safety and
environmental management has
resulted in the development of the
radar mouse control unit using
patented technology to trap a mouse
the unit humanely despatches it with
carbon dioxide then signals that it
needs servicing radar offers
customers a replacement of traditional 
anticoagulant baits chief executive’s review
security turnover was up 72 at £5840 million with operating profit up by 94 to £581 million the margins
improving in both electronic and guarding continental europe turnover was up 39 at £1353 million with strong
performances in belgium and france north america had an excellent performance with turnover up by 166 at
£1794 million from a combination of strong growth in guarding contracts additional demand for temporary services
and a useful contribution coming from acquisitions made during the year uk turnover was up by 34 at 
£2693 million which was a good result within a competitive market where impending legislative changes will be 
in the long term to the benefit of our business
security
margin improvement in electronic and guarding
“north america
had an excellent
performance”
there were many highlights within security during 2003 notably
in the uk we opened both our new communications centre in
milton keynes and our alarm receiving centre in burnley see
opposite page we also signed a deal with american express 
to secure its five uk sites including its european headquarters 
in brighton we won contracts with volkswagen to provide
security and fire services for the whole of its production facility 
in belgium and with axa for the monitoring of alarms at all 
of its branches throughout the country in the usa we won a 
threeyear contract with southwestern bell communications
worth 5m in annual contract value to provide security services
at 37 locations in five states finally our business 
in the uk was awarded two medals by the national security
inspectorate under its gold scheme one for quality management
under iso90012000 and for compliance with bs7499 bs7858 
and bs7984 and the other for health and safety at work in
compliance with uk health and safety legislation and with
ohsas 180011999 
it is increasingly important to business and
the community that there is a safe and
secure environment our role in providing
that safety and security is constantly
evolving as we continue to invest both in
our people and our systems in the pursuit of
excellence rentokil initial plc  11
our new alarm receiving centre monitors 100000 sites
across the uk day and night using software developed 
by our own specialists 
with a team of over 100 staff we operate the service
around the clock 365 days a year staff at the centre can
control cctv cameras listen to live audio from onsite
microphones and monitor fire and intruder alarms using
high speed technologies
initial’s customers can use a secure internet connection 
to log on to the network to view and report on alarm
management data for their own sites around the uk
visual surveillance is now at the heart of security
solutions as personal and property security become
increasingly important
“a good uk result 
within a competitive 
market” chief executive’s review
facilities management
coordinating multiservice contracts
with the increasing need 
for delegates and trainers 
to keep in touch with their
offices when offsite initial
style conferences has invested in enhanced it
communications solutions following the successful
introduction of internet cafés initial has ensured that
guests have highspeed access to the internet or their
own companies’ networks
indoor plant specialist uk rentokil tropical
plants was successful at this summer’s most
celebrated horticultural shows picking up
three royal horticultural awards two 
gold medals and one silver gilt
the company’s exotic display of palms from
across the world secured the gold medals at the hampton court flower show 
and the bbc gardeners world and the silver gilt at the chelsea flower show
initial retail cleaning provides cleaning services on the 
high street and in shopping centres to many of the 
biggest names in retailing
new methods of operation include the introduction of
daytime cleaning through close involvement with
manufacturers special equipment is developed including
unmanned robotic cleaning machines for large floor areas 
total facilities management turnover grew by 36 to £6914 million although operating profit reduced by 
58 to £794 million
catering services in the uk was awarded a fiveyear contract
potentially worth £125 million by bnfl to provide catering
services to its plant in sellafield england tropical plants scooped a
twoyear contract to look after over 1000 varieties of exotic plants
at manchester airport in the uk uk tropical plants also did well
on the awards front picking up the gold medals at hampton
court flower show and bbc gardeners world and the silver gilt at
the chelsea flower show in health and safety management the
royal society for the prevention of accidents gave gold awards to
management services hospital
services cleaning and environmental
services
facilities management services turnover grew by 45 to 
£4930 million with operating profit reduced by 47 to 
£352 million the uk had good growth in turnover but 
operating profit showed a small decline due to lower margins 
on the net new business wins a poor performance in north
america including the loss of some large cleaning contracts
adversely impacted both turnover and operating profit
tropical plants turnover fell by 44 to £1126 million and
operating profit by 136 to £178 million with the level of
seasonal activities contributing less than expected north america
turnover was down by 53 at £616 million and continental
europe down by 15 at £292 million uk turnover fell by 65
to £122 million asia pacific and africa turnover was down by
49 at £96 million
conferencing turnover grew by 106 to £858 million largely 
as a result of additional capacity with operating profit down by
15 to £264 million with the profitability improving in the
second half of the year as the new centres began to trade
profitably and customer demand in the peak periods improved
within conferencing 2003 saw the opening of two new
conferencing sites at greenwich and crewe bringing the total
number of centres in the uk to 28 new business wins for
cleaning included a sevenyear contract to clean terminal 3 at
heathrow airport worth in excess of £20 million over the
contract term and a sixyear contract to clean stansted airport
worth more than £10 million over the life of the contract rentokil initial plc  13
parcels delivery in the uk again increased its
market share during 2003 developments in
client information access helped to win major
new business in a competitive market and
achieve growth from existing customers
among the successes was the appointment of
parcels delivery to deliver consignments of
hardware and software from computer 2000
a large it distributor as part of the service to
computer 2000 parcels delivery has installed
its weighing and labelling technology at the
client’s lutterworth distribution centre and
implemented an integrated sorting system 
parcels delivery turnover was up by 162 at £2132 million with operating profit at £309 million up by 116
uk turnover grew by 139 to £2083 million with a 54 increase in operating profit the margin impacted by the
higher proportion of nonpremium next day consignments
parcels delivery
increasing market share in the uk
initial city link offers either early morning
timed deliveries or any time next day
initial city link has over
2500 vehicles operating
from over 70 service centres
nationwide in the uk 
“constantly 
enhancing our 
network” 14 rentokil initial plc 
the company’s new vision which i announced at the time of the
2003 interim results is
to be the international business services company paramount 
in providing hygiene safety and security solutions in all our 
geographic markets with the strengths and experience of a 
multinational company whilst retaining the agility and 
characteristics of a local company
the rentokil initial culture combines a strong sales and
marketing orientation the provision of high quality service and
rigorous control of costs this culture is the foundation of the
company’s development into one of the world’s largest business
services companies which offers a comprehensive range of
services to industry and commerce
i firmly believe that we are well positioned to develop our
services benefiting from our unified culture focus on research
and development and commitment to the customer as a
company we work closely with the buyers and end users of 
our services and seek to become more integrated into our
customers’ operations 
in practical terms the provision of hygiene safety and security
solutions involves looking after people – employees and visitors –
in the workplace or public areas from our point of view it is
about monitoring managing the environment assets and people
the aim is to accelerate growth particularly in hygiene and security
with the main thrust being in continental europe we will continue
to develop all our services in their existing geographic areas
rentokil initial has a good base in europe but the bias is
currently towards the uk where we generate 49 of turnover as
against 32 in continental europe the population in continental
europe is six times greater than the uk the markets in
continental europe are fragmented and european union
legislation is driving higher standards of hygiene and security as
a consequence there is a good opportunity to replicate the
density and coverage of our uk operations this will be achieved
through a mix of organic growth and acquisitions under our
new sector structure we are heightening our emphasis on
finding and making more bolton and standalone acquisitions
chief executive’s review
especially in hygiene and security line management within the
continental european businesses have been charged with
identifying suitable acquisition opportunities
in time we will also see the development of a paneuropean
business for our services assisted by the progressive lowering of
barriers to trade within the european union and the benefits of
our new structure this will create the opportunity to provide
services in many cases on a crossborder basis taking advantage
of improved route efficiencies and containment of overhead costs 
vision rentokil initial plc  15
i believe that organic turnover growth is the prime requirement
for profitable growth we will therefore invest in additional sales
management and sales staff where appropriate and continue
technological developments to improve the productivity and
quality of our service delivery recruitment of people for future
management positions and companywide training will remain
key areas of focus
we will continue the development of our four markets hygiene
security facilities management and parcels delivery the main
emphasis will be concentrated on hygiene and security within
continental europe where there is a good opportunity to
replicate the density and coverage of our uk operations
in the past year the restructuring and ongoing initiatives have
been aimed at improving organic growth rates within an
increasingly pricecompetitive environment
progress in 2003 has been slower than expected especially in our
higher margin businesses so that in 2004 whilst we aim for
good growth in turnover margins are likely to be impacted by
the pricing levels of net new business gains the faster growth in
our lower margin businesses and the investments outlined above  
bolton and standalone acquisitions will be targeted to
supplement our organic growth financed by the generation 
of strong cash flow
i firmly believe that rentokil initial is now much stronger and
better positioned such that the initiatives already taken and
those planned for 2004 should lead to a strong performance in
2005 and beyond with an improving turnover growth rate
especially in our higher margin businesses
prospects
james c f wilde
chief executive
24th march 2004 16 rentokil initial plc 
operating profit
in 2003 total operating profit increased by £135 million to 
£4555 million before exceptional losses arising on disposed
businesses of £117 million this 31 increase was in part
supported by a weaker sterling exchange rate against the trading
currencies of many of our overseas businesses partly offset by the
effects of an even weaker us dollar at constant 2002 average
exchange rates before exceptional items yearonyear operating
profit growth would have been 20
exceptional items
the exceptional items totalling £117 million 2002 £nil
represent almost entirely adjustments to the deferred disposal
consideration previously reported in year 2000 in respect of two
businesses where the purchasers have not met or are unlikely to
meet either the earnout criteria or disposal note conditions
agreed to at the time of the disposal the remainder represents a
small loss in respect of the five business disposals completed in
the financial year
interest
net interest payable reduced by 91 to £470 million arising
from the strong operating cash flow and the much lower variable
interest rates experienced these being partly offset by the
incremental effects of the share buyback programme 
profit before tax
after interest and exceptional items pretax profits increased by
17 to £3968 million at actual reported rates of exchange at
constant 2002 average exchange rates the 2003 profit before tax
after exceptional items would have been £41 million lower at
£3927 million with currency gains arising on the pretax profit
conversions of our european australasian and south african
businesses being partly offset by currency losses in north
america asia and zimbabwe
taxation
the overall tax charge reflects an underlying rate of
approximately 321 being the weighted average of the local
rates in the various countries in which the company operates
which was reduced to 265 in 2003 257 calculated on 2003’s
preexceptional profits – 2002 268 by a continuing
combination of the utilisation of tax losses goodwill
amortisation prior period adjustments and other oneoff items 
earnings per share and dividends
profit after tax and minorities was £2901 million up £55 million
19 on 2002’s £2846 million at 1583p basic earnings per
share after adjusting for the weighted average number of shares
bought back by the company was 55 higher than 2002 before
exceptional items the adjusted earnings per share of 1647p was 
98 higher than 2002’s basic earnings per share of 150p this
improvement was beneficially impacted by the aforementioned
exchange differences the reduction in net interest payable the
lower tax charge and a 34  reduction in the weighted average
number of shares in issue
in line with the statement set out in the “future” and “prospects
for 2003” sections of the interim report 2003 the board has
proposed a final dividend of 435p per share bringing the total
dividend to 610p up 103 on 2002’s 553p
cash flow
the company continues to be structured and managed to utilise
as little fixed and working capital as possible to optimise profit
and cash flow
capital expenditure is budgeted to take account of the
prospective growth and profitability and returns on capital of 
the various businesses and is controlled through authorisation
and reporting procedures to match the actual progress of each
business through the year working capital particularly debtors
is budgeted tightly in line with growth requirements and is also
reviewed regularly and controlled tightly
we entered 2003 with £12604 million of net debt cash flow
from operating activities ie before interest and tax and also
before capital expenditure dividends and acquisitions in the
year was £6103 million 2002 £5759 million working capital
including £94 million 2002 £113 million cash spend against
certain provisions produced an inflow of £14 million 2002
£149 million outflow whilst capital investment net of disposals
reduced to £1594 million compared with £1612 million in 2002
to give free cash flow before dividends acquisitions and disposals
of £2824 million 2002 £2545 million which after adjusting 
for lease financing on fixed assets of £131 million 2002 
£114 million produced operating cash flow of £2693 million
2002 £2431 million
dividend payments were £1044 million up by 69 over 2002’s
£977 million reflecting the net of the dividend per share
increase and the lower number of shares in issue this gave 
a cash flow before acquisitions and disposals in the year of 
£1780 million 2002 £1568 million
we invested net cash of £212 million in acquisitions 
2002 £345 million as covered elsewhere in this review 
there were disposal proceeds of £64 million in 2003 
2002 £nil net cash inflow before use of liquid resources 
and financing was £1632 million 2002 £1223 million the 
share buyback programme produced an outflow of £759 million 
finance director’s review rentokil initial plc  17
2002 £2346 million after lease financing of £131 million
2002 £114 million issue of ordinary share capital in respect 
of share options of £29 million 2002 £52 million and 
negative foreign exchange movements of £231 million 2002
£149 million yearend net debt reduced to £12079 million
shareholders’ funds
equity shareholders’ funds at the end of 2003 were negative
£6191 million compared to the negative £7236 million at the
end of 2002 the principal cause of this movement was the
£1800 million retained profit partly offset by the £731 million
cost of share buybacks
in relation to turnover and profits the low level of net 
operating assets in the company excluding intangible assets of 
£3996 million 2002 £3661 million reflects the nature of service
businesses where the scarce resource is not assets but the people
employed in the business and the customer base which has been
built up over the years however this figure does not include 
the goodwill of £24 billion previously written off to reserves
invested into the acquisitions which produce good profits and
cash flow nor does it include the value of the company’s own
businesses and brands that have been built up over the years
the real value of this goodwill can be seen in the very high
return on operating assets earned by the business 119
operating profit on average net operating assets the interest
cover of 94 times and the free cash flow in the year of 
£2824 million 2002 £2545 million which was available to
finance dividends acquisitions and the purchase of own shares
financing strategy and structure
our businesses around the world are budgeted and managed 
to generate cash in their local currencies and to repay local or
intercompany debt and then pay dividends each year into 
central treasury these cash flows are then used to meet the
company financing requirements central treasury operations are
undertaken in accordance with policies and procedures approved
by the board these operations include undertaking borrowings
under the company’s bank committed credit facilities note
issuance under the company’s euro medium term note
programme the placing of deposits and the use of financial
instruments to manage the company’s underlying commercial
currency and interest rate exposures we do not trade such
financial instruments the effect of the company’s treasury
activities is reflected in the disclosures in note 20 to the accounts
during 2003 the company continued to broaden its financing
mix with the issue of a further four short term notes totalling
£887 million under its existing m25 billion euro medium term
note programme all the notes issued were rated bbb by 
standard  poor’s a rating which has been unchanged since it
was first established in 2001 this rating together with its stable
outlook was recently reaffirmed by the rating agency as part of
its normal annual review process
foreign currency risk
foreign currency risk can arise as follows from transactions in
currencies other than the home currency of the relevant business
from translation of the results and assets and liabilities of
overseas businesses from foreign currency financial assets and
liabilities or from financial instruments purchased or issued to
hedge or manage these exposures although we do not have any
material import or export business any significant foreign
currency transactions are hedged back into the currency of the
relevant business using forward foreign exchange contracts or
options and the total of such transactions at the year end was
£66 million 2002 £159 million
our policy is not to hedge the translation exposure of the profits
of foreign businesses back into sterling however we normally
finance overseas acquisitions with debt in the relevant currency
and maintain debt in foreign currencies to match part of the
profits and cash flow of our overseas operations details are set
out in the net debt analysis on page 18
interest rate risk
swaps options or forward interest rate agreements may be used
to fix or manage the interest rates on borrowings or deposits 
or their currency exposure substantially all of the company’s 
net borrowings are at floating rates of interest beyond the 
first half of 2004 in the event that interest rates rise or fall 
thereafter by 1 pa simultaneously across all the company’s
borrowings the net interest payable of the company would 
then correspondingly increase or reduce by approximately 
£12 million on an annualised basis
liquidity management
our policy is to maintain committed bank facilities sufficient to
cover forecast borrowing requirements with a margin of safety
and after allowing for any bond issues made under the
company’s m25 billion euro medium term note programme 
at 31st december 2003 the company had available liquidity
totalling £5546 million consisting of £4118 million of undrawn
committed bank credit facilities and £1428 million of short term
bank deposits placed by central treasury which matured in
january 2004 and were used to repay bank debt the company is
in compliance with the financial and other covenants contained
within its committed bank credit facilities as well as all
obligations relating to the notes issued under its euro medium
term note programme  18 rentokil initial plc 
acquisitions
during 2003 the company purchased 9 companies and businesses
for a total consideration of £222 million which together with
adjustments for deferred consideration took the cash spend to
£212 million details of the businesses acquired are set out on
page 76 of this annual report and the turnover and operating
profit therefrom are set out on the face of the consolidated
profit and loss account on page 46 of this annual report
the consideration for these businesses included £168 million of
goodwill which has been capitalised as an asset together with
the goodwill on earlier acquisitions since the change in
accounting standards effective on 1st january 1998 more
detailed commentary on our policy of nonamortisation of
goodwill and the impairment testing in respect thereof is
provided in the accounting policies section of this annual report
on page 51
disposals
five businesses were disposed of during the year for a net
consideration of £48 million which after adjustments for
deferred consideration gave a net cash inflow of £64 million 
we continue to monitor the periodic public announcements
made by the purchaser of our former us plant services business
ashtead group plc in 2000 we received from ashtead group plc
a £134 million convertible loan note in part consideration for the
sale of this business fuller details of their public announcements
and their relevance to the convertible loan note are more fully
explained in note 20 to the accounts the company continues to
take all steps as may be required to protect its legal rights to the
payment of interest and principal under the terms of the note
share buyback
during 2003 the company continued to buy back its shares its
mandate to do so having been renewed at the annual general
meeting on 29th may 2003 during the year the company bought
back some 387 million shares at a cost of £731 million between
29th march 2000 and 31st december 2003 the company has
bought back 10451 million shares representing some 364 
of the issued share capital as at 1st march 2000 at a total cost 
of £189 billion this representing an average cost of 181 pence
per share all such purchases having been earnings per share
enhancing 
other
european uscan
sterling currencies dollars other total total
2003 2002
£m £m £m £m £m £m
cash and investments
fixed rate 14    14 21
floating rate 186 47 14 12 259 226
200 47 14 12 273 247
debt
fixed rate 2 1   3 3
floating rate 1071 368 32 7 1478 1504
1073 369 32 7 1481 1507
net debt 873 322 18 5 1208
31st december 2002 929 312 23 4 1260
the maturity of the debt at 
31st december 2003 was
up to one year 74 6 3  83 65
one to five years 998 361 29 7 1395 1188
over five years 1 2   3 254
1073 369 32 7 1481 1507
further details of the company’s net debt together with the corresponding interest rate and currency exposure positions are shown in
note 20 to the accounts 
finance director’s review
at 31st december 2003 an analysis of the net debt by major currencies after taking account of currency and interest swaps
outstanding shows rentokil initial plc  19
at 31st december 2003 the company had outstanding approval
to buy back a further 2549 million shares representing some
140 of the then outstanding share capital since the yearend a
further 74 million shares have been repurchased at a total cost
of £138 million this representing an average cost of 186 pence
which like earlier purchases are earnings per share enhancing
pension scheme
since closing the defined benefit sections of its uk pension
scheme to new starters and introducing a defined contribution
section in its place in 2002 the company has not made any
further changes to the employee benefits or contributions of its
defined benefit pension arrangements in the uk whilst there
are currently no plans to make any such changes the prospective
changes to uk pension legislation which are likely to be effective
from april 2006 and the level of funding of the scheme will be
kept under close review by the company
the uk pension scheme trustee in conjunction with its actuary
and in consultation with the company finalised the results of 
the april 2002 triennial valuation of its defined benefit pension
scheme in march 2003 as part of the usual triennial valuation
process the required level of company contributions were 
recalculated whilst no contributions were required in 2003 
a company contribution of approximately £80 million will be
made in march 2004 thereafter it is anticipated that further
annual payments will be necessary currently estimated to be
£120 million in march 2005 given the lower mortality rates the
increased inflation rates and changes to bond and investment
yields assumed in the 2002 valuation the next triennial valuation 
will be in april 2005
in 2003 the company continued to account for pensions using
ssap 24 the proforma effects of frs 17 in the contexts of the
2001 2002 and 2003 balance sheets and 2002 and 2003 profit
and loss accounts are shown in note 27 on page 69 of this
annual report given the company’s market capitalisation is in
excess of £3 billion and compared with uk pension funds
generally the net deficit at 31st december 2003 of £131 million
shown under frs 17 is considered to be a relatively low exposure
accounting standards
during the year the company has implemented the amendment
to financial reporting standard frs 5 “reporting the substance
of transactions – revenue recognition” as issued by the
accounting standards board in november 2003 we see this as
part of the progressive harmonisation process of uk gaap
reporting requirements with international financial reporting
standards which will be effective from 1st january 2005 the
effect of applying this new policy in 2003 has been to reduce
profit before tax by £03 million there was no impact on the
2002 profit and loss account and therefore the 2002 results have
not been restated the 2002 comparative balance sheet however 
has been restated to reflect the future recognition of contract
income on a straightline basis over the life of the contract as a
result creditors were increased by £225 million offset by a £40
million decrease in corporation tax and a £28 million decrease in
deferred tax to give a net reduction in shareholders’ equity of
£157 million
in addition to the specific change above the company in
consultation with its auditors is making good progress in its
move towards the introduction of international financial
reporting standards in 2005 the company would anticipate
being able to update shareholders on these plans towards the
end of 2004 subject to there being sufficient clarity at that time
on the final agreed format of such standards any such update
will attempt to clarify the potential financial and disclosure
effects of universal adoption of such standards
other
reports on internal financial controls and going concern are set
out in the report of the directors
r c payne
finance director
24th march 2004 20 rentokil initial plc 
sir clive thompson chairman
aged 60 appointed a director in august 1982 chief executive from january 1983 to january 2003 and chairman from
may 2002 chairman of kleeneze plc past president of the confederation of british industry cbi former director of j
sainsbury plc wellcome plc bat industries plc seeboard plc and caradon plc former deputy chairman of the
financial reporting council and member of the committee on corporate governance
b d mcgowan deputy chairman 
aged 59 chartered accountant appointed a director in october 1996 and deputy chairman in may 2002 chairman of
umeco plc and catalyst corporate finance limited formerly chief executive of williams plc and chairman of house of
fraser plc the senior independent nonexecutive director
j c f wilde chief executive
aged 50 appointed a director in february 2002 and chief executive in january 2003 joined the company in july 1993
when securiguard group plc of which he was a director was acquired appointed regional managing director in
september 1996 and business development director in january 2001 before joining securiguard held executive
appointments with charles barker abh international limited
r c payne finance director
aged 55 chartered certified accountant appointed a director in july 1998 and finance director in january 2001 joined
the company in december 1986 and became business development director shortly afterwards a regional managing
director from january 1991 until the end of 1999 when he became finance director designate before joining the
company held executive appointments with mars inc and societé générale de surveillance sa
e f brown executive director
aged 52 appointed a director in july 1998 joined rentokil initial in 1981 and held numerous executive positions in the
company prior to his appointment as a director appointed marketing director in june 2002 and sector managing
director in january 2003 before joining the company held executive appointments with british steel plc kwikform
limited and sedgwick group plc
i harley nonexecutive director
aged 53 chartered accountant appointed a director in march 1999 a director of british energy plc past president of
the institute of financial services formerly chief executive of abbey national plc an independent nonexecutive
director
p j long nonexecutive director
aged 51 chartered management accountant appointed a director in october 2002 chief executive of first choice
holidays plc a nonexecutive director of rac plc formerly chief executive of sunworld limited an independent non
executive director
p mason nonexecutive director
aged 44 elected a director in may 2003 president of levistrauss  co europe formerly president and managing
director of asda walmart uk and chief executive of matalan plc an independent nonexecutive director
r r spinney nonexecutive director
aged 62 chartered surveyor appointed a director in november 1997 chairman of hammerson plc chairman of
hanover property unit trust investment advisory committee a crown estates commissioner and a nonexecutive
director of homestyle group plc fuller smith  turner plc and kennington oval limited an independent non
executive director
r wardjones
directors and secretary
directors
secretary rentokil initial plc 21
information on the directors is given on page 20
mr p mason was elected to the board at the annual general meeting held on 29th may 2003 
the directors retiring by rotation will be mr e f brown mr r r spinney and mr j c f wilde who are eligible and offer
themselves for reelection at the 2004 annual general meeting  messrs brown and wilde both have service contracts
which are referred to in the remuneration report
following the introduction of the revised combined code on corporate governance in july 2003 the board has
reviewed in detail its procedures and practices and in particular has modified the terms of reference of the audit and
remuneration committees the principal board committees are as follows
audit committee
this committee reviews the interim and annual reports and trading statements and internal control systems and risk
management systems  it also considers the appointment of external auditors and monitors their effectiveness its terms 
of reference have been modified to take account of the smith guidance which is appended to the revised combined 
code the number of meetings of the audit committee has been increased and the agendas for those meetings widened
in scope to ensure that the audit committee is fully able to meet its increased responsibilities its members are 
mr i harley chairman mr p j long mr p mason and mr r r spinney all of whom are independent nonexecutive directors
nomination committee
this committee is responsible for recommending board appointments its terms of reference have been modified to take
account of the higgs guidance which is appended to the revised combined code its members are sir clive thompson
chairman mr i harley mr b d mcgowan and mr j c f wilde
nonexecutive directors’ fees committee
this committee is responsible for reviewing and determining the fees of nonexecutive directors other than the
chairman its members are sir clive thompson chairman mr r c payne and mr j c f wilde
remuneration committee
this committee makes recommendations to the board on the company’s framework of executives’ remuneration and its
cost and determines on behalf of the board the pay and benefits of the chairman executive directors the sector
managing directors and the company secretary its terms of reference have been modified to take account of the higgs
guidance the remuneration report is set out on pages 29 to 42 the members of the remuneration committee 
are mr b d mcgowan chairman mr r r spinney mr p j long and mr p mason all of whom are independent 
nonexecutive directors 
the terms of reference of the committees may be found on the company’s website wwwrentokilinitialcom or if a
hard copy is required by application to the company secretary’s department at the company’s head office
the interests of the directors and their families in the share capital of the company other than in relation to share
options on 1st january 2003 or their date of appointment if later and 31st december 2003 are set out on page 42
the only directors who have been granted share options in the year by the company are the executive directors details
of whose option holdings are shown in the remuneration report on pages 39 and 40 no director had any beneficial
interest in the shares of any of the company’s subsidiaries on those dates
report of the directors
directors
board
committees
directors’
interests 22 rentokil initial plc 
the interests of the directors and their families in the company and its subsidiary companies during the period from the
end of the financial year to 24th march 2004 have changed only to the extent of awards of shares to executive directors
under the deferred share award plan details of which are set out on pages 31 to 34
the company has purchased cover for the directors against liabilities arising in relation to the company as permitted by
the companies act 1985
during 2003 no director had any material interest in any significant contract to which the company or any subsidiary
was a party
on 24th march 2004 the following were registered as being interested in the company’s issued share capital
barclays bank plc 490 
franklin resources inc 705
legal and general group plc 364
the company attaches considerable importance to keeping its employees informed of matters affecting their jobs and
the progress of the business as well as the company’s intranet there is a uk magazine and a number of other inhouse
publications in the uk and other countries covering local and divisional matters
employees have frequent opportunities to meet and have discussions with their managers senior executives from the
united kingdom make regular visits overseas for meetings with managers and staff a european forum has been
established under the european works council directive as a means of informing communicating and consulting with
employees across europe and currently covers employees in all current member countries of the european union
norway and switzerland employees in the czech republic will be given the opportunity to elect a representative to the
european forum in 2004
applications for employment by disabled persons are always fully considered bearing in mind the aptitudes of the
applicant concerned in the event of members of staff becoming disabled every effort is made to ensure that their
employment with rentokil initial continues and that appropriate training is arranged it is the policy of rentokil initial
that the training career developments and promotion of disabled persons should as far as possible be identical with
that of other employees
shareholders’ attention is drawn to the following events which have occured since the 31st december 2003 up to 
24th march 2004
1 the company has purchased 74 million of its own shares
2 the company has made four acquisitions at a cost of £65 million
rentokil initial has a variety of payment terms with its suppliers in various countries these are either negotiated along
with other contract terms or conform to standard terms applied either by the relevant group company or by the
supplier it is the company’s policy to pay suppliers in accordance with either negotiated or standard terms provided
that the relevant invoice is properly presented and is not the subject of dispute
directors’
insurance
interests of
directors in
contracts
interests in
share capital
employees
post balance
sheet events
policy in
relation to
payment of
suppliers
report of the directors rentokil initial plc 23
at 31st december 2003 the trade creditors of the group represented 56 days of annual purchases and the uk businesses’
trade creditors represented 54 days of purchases uk trade debtors represented 44 days of turnover during the year the
parent company did not have any trade creditors
the company takes account of social environmental and ethical considerations when managing the business and when
contemplating new activities in 2002 the board adopted a range of corporate social responsibility ’csr’ policies in
addition to the existing policies and procedures in respect of the environment and health and safety they comprise
policies on ethics and policies in relation to the fundamental rights of employees equal opportunities and diversity
employee remuneration training and employee development job security and wealth creation relationships with
customers and suppliers and community involvement
mr e f brown is the director responsible for corporate social responsibility matters
measuring compliance with csr policies relating to its people has been a priority in 2003 and businesses have reported
on their compliance with the rentokil initial good practice guides on employment a summary of the outcome of the
review is contained in the company’s csr report for 2003 which is available on the company’s website see below the
board has been pleased with the outcome of the review which proved to be a useful benchmark of the employment
practices in the operating businesses internationally and identified a number of opportunities for the spread of best
practice in a number of areas such as communications and skills training no practices were identified that could be
considered to be a breach of the board’s csr policies
the corporate social responsibility section of the company’s website wwwrentokilinitialcom provides a current
overview of our plans and progress in the areas of health and safety environment and people the section also contains
copies of all the corporate social responsibility policies adopted by the board and some of the supporting procedures
and standards and offers answers to many commonly asked questions the company’s corporate social responsibility
report 2003 available from the website profiles the company and identifies the key challenges in this area discusses
our approach and provides more detailed progress updates including case studies any shareholder without access to
the website who would like to have further information on csr matters should contact the company at the address
shown on the inside back cover of this annual report
good practice guides on relations with customers and suppliers are being developed and the performance of the
company’s operations against them will be measured during the course of 2004
the company views the processes in place to manage risk and to motivate and incentivise managers described in this
report as equally relevant to an analysis of social environmental and ethical matters the ongoing evaluation of
systems and procedures is intended to ensure that the management system including the internal control framework
is effective in ensuring that issues of a social environmental or ethical nature are identified and acted upon the
company has extended its internal control verification systems to ensure that businesses report periodically on their
progress towards compliance with the company’s csr policies
the company invests in an active programme of research and development in support of it major international business
streams this programme includes the conception design testing and manufacture of new products to enhance the
quality and safety of the company’s services and minimise their environmental impact where appropriate work is
sponsored at universities with expertise in specific relevant areas
a description of the company’s activities is given on pages 2 and 3
the review of the company’s affairs is given on pages 4 to 19
corporate
social
responsibility
research and
development
principal
activities
review of 
the year 24 rentokil initial plc 
future developments are commented on by the chief executive in his review on pages 14 and 15
an interim dividend of 175p per share amounting to £311 million was paid on 31st october 2003 the board
recommends the declaration of a final dividend of 435p amounting to £790 million adjusted for the waiver of
dividend in respect of the shares held by the trustees of the rentokil initial employee share trust payable on 4th june
2004 the total distribution for 2003 would then be 610p per share 2002 553p amounting to £1101 million
during the year 9 companies and businesses were acquired for a total consideration of £222 million which together
with adjustments for deferred consideration took the total spend to £212 million these acquisitions contributed 
£209 million to turnover and £19 million to profit before interest and £13 million to profit after interest goodwill
amounting to £168 million has been capitalised as an intangible asset on these acquisitions
the consolidated profit before taxation for 2003 was £3968 million the tax on this was £1052 million
the book value of the consolidated tangible fixed assets at 31st december 2003 amounted to £6628 million 
2002 £6243 million
dividends declared and recommended out of 2003 profits amount to £1101 million retained profits of £1800 million
have been transferred to reserves net consolidated capital employed is now negative £6126 million compared to
negative £7173 million last year
during 2003 employees exercised options to buy 21 million shares of 1p each in the capital of the company under the
terms of the share option schemes approved by shareholders in general meeting as a result the company’s issued share
premium account increased by £29 million
the company complies with the combined code appended to the listing rules issued by the financial services
authority “combined code” it is the intention of the board that the company should also comply fully with the code
on corporate governance issued by the financial reporting council on 23rd july 2003 ‘revised code’ by the time it
issues its 2004 annual report the company’s compliance with the combined code and progress made in achieving
compliance under the revised combined code are illustrated below
1 principles of good governance
the company has applied the principles set out in section 1 of the combined code as set out below
a the board
the board believes that it has structured its affairs to ensure that it leads and controls the company it is satisfied
that directors bring independent judgement to bear on issues facing the company
the board meets nine times a year and additionally when necessary and follows a formal schedule of matters
reserved for its decision in accordance with a board calendar which is contained in standing board procedures and
practices as appropriate the board delegates certain responsibilities to both standing and ad hoc committees
under its standing procedures and practices on a clearly mandated basis
at each scheduled meeting of the board the chief executive reports on the company’s operations worldwide and the
finance director reports on the financial position of the company in addition under the board’s standing procedures
and practices and the board calendar significant issues affecting the company are reviewed on a regular basis
acquisitions
consolidated
accounts
corporate
governance
dividends
future
developments
report of the directors rentokil initial plc 25
the chief executive is responsible for the management of the company subject to the strategic direction of the
board and such matters that the board shall specifically reserve for its consideration and approval he is also
responsible for the achievement of the objectives set by the board and for preparing an overall strategy for the
company to achieve such objectives and shall implement the overall strategy decided by the board through the
management and organisation of the company matters reserved for the approval of the board are set out in the
board procedures and practices which are reviewed on a regular basis
b chairman and chief executive
sir clive thompson has been chairman of the company since may 2002 when following the untimely death of the
previous chairman mr h e st l king he initially combined the roles of chief executive and chairman until 
mr j c f wilde took over as chief executive on 1st january 2003 he retired as an executive in april 2003
the role of the chief executive and his relationship with the board is set out in a above
c board balance
the company ended the year with the chairman three executive directors and five independent nonexecutive
directors see page 20 the board believes that the nonexecutive directors are independent of management and
free from any business or other relationship which could materially interfere with the exercise of their
independent judgement and thus characterises them as “independent”
d information and professional development
the board is satisfied that it is provided with information in an appropriate form and quality to enable it to
discharge its duties all directors receive full induction when they join the company major shareholders are given
the opportunity to meet nonexecutive directors especially newlyappointed ones
all directors have access to independent professional advice at the company’s expense and have access to the
advice and services of the company secretary
e appointments to the board
recommendations on new appointments to the board are made by the nomination committee a majority of
whose members are nonexecutive directors nonexecutive directors are appointed for terms of three years
subject to reelection mr p mason was elected to the board by shareholders at the annual general meeting in may
2003 with the full support of the board following a unanimous recommendation of the nomination committee
which had appointed external consultants to identify possible candidates
f reelection
all directors submit themselves for reelection at least once every three years
g directors’ remuneration
the statement of the company’s policy on executive directors’ remuneration and details of directors’ emoluments
are contained in the remuneration report on pages 29 to 42 the board’s policy is that all new executive directors
should have service contracts which are terminable on 12 months’ notice by the company
it is also the board’s policy to ensure that the company maintains contact as and when necessary with its 
principal shareholders both directly and through the association of british insurers and the national association
of pension funds
corporate
governance
continued 26 rentokil initial plc 
h relations with shareholders
the board attaches considerable importance to effective communication with all shareholders in addition to the
annual and interim reports trading statements are published at the time of the annual general meeting in may
and in november or december each year published information on the company is available on its website the
annual general meeting also provides an opportunity for the chief executive to make a business presentation to
shareholders and for shareholders in turn to raise questions and discuss the company with the board it is
standing practice for the chairman to advise the meeting of the proxy voting after each resolution has been voted
on at the annual general meeting
the chief executive and finance director hold regular meetings with analysts and institutional shareholders to
discuss the company’s strategy and financial performance following the publication of the revised code the
chairman has sought the views of major uk based shareholders on how members of the board and in particular
the nonexecutive directors should develop an understanding of the views of major shareholders about the
company with the result that the chairman and if so requested nonexecutive directors will make themselves
available for discussions with shareholders at the time of the release of the preliminary results and on other
occasions if specifically requested by shareholders
i annual general meeting
all directors attend the annual general meeting and are available to answer questions put to them by
shareholders
j accountability and audit
the annual report provides information on and an assessment of the company’s business operations financial
position and prospects the board is responsible for maintaining a sound system of internal controls including
financial operational and compliance controls and risk management and reviews the effectiveness of the system
at least annually in order to safeguard shareholders’ investment and the company’s assets the system is designed
to manage rather than eliminate risk and can only provide reasonable and not absolute assurance against
material misstatement or loss
the board has established procedures necessary to implement the requirements of the combined code relating
to internal controls as reflected in the guidance on the review of companies’ systems of internal control in
accordance with the combined code which has been prepared by a working party established by the institute of
chartered accountants in england and wales the risk identification and management process has been in place
during the whole of 2003 and up to the 24th march 2004 the date of the approval of the audited 2003 accounts
and during that time the board has regularly reviewed the process the board has also carried out a review of the
effectiveness of the system of internal controls the process used by the board to review the effectiveness of the
system of internal controls includes the review of reports on a six monthly basis on legal compliance and claims
issues insurance and risk management and treasury issues are reviewed annually or more frequently if necessary
in addition the audit committee reviews the scope of audits the halfyearly and annual financial statements
including compliance with legal and regulatory requirements and reports to the board on financial issues raised
by both internal and external audit reports
the board has modified the terms of reference of the audit committee to bring them into line with the terms of
the revised code the audit committee receives reports from the internal audit department and reviews the
performance of the department
in addition the board has adopted a range of csr policies see page 23 which are being implemented by the
company and its subsidiaries on a planned basis implementation is referred to on the company’s website
wwwrentokilinitialcom the board is implementing a risk identification and management process in relation to
social environmental and ethical issues similar to the process used by it in relation to internal controls
corporate
governance
continued
report of the directors rentokil initial plc 27
k going concern
after reviewing group and company cash balances borrowings and projected cash flows the directors believe
that the group and company have adequate resources to continue operations for the foreseeable future for this
reason they continue to adopt the going concern basis in preparing the accounts
l auditors’ independence
the company has reviewed its relationship with its auditors pricewaterhousecoopers llp and concluded that
there are sufficient controls and processes in place to ensure the required level of independence consequently
there are no plans to replace pricewaterhousecoopers llp whose reappointment is proposed as set out in the
notice of annual general meeting on page 78 of this annual report
2 code of best practice
during the year ended 31st december 2003 the company has complied with the provisions set out in section 1 of
the combined code
donations for uk charitable purposes in 2003 amounted to £115000 and a further £57000 was donated in other
countries there were no payments to political organisations
a resolution to reappoint pricewaterhousecoopers llp as auditors of the company will be proposed at the annual
general meeting to be held on 27th may 2004
shareholders approved an authority for the company to make market purchases of its own shares at the annual general
meeting held on 29th may 2003 when authority was given to purchase up to 277 million shares this represented 15
of the company’s issued share capital at the time being the maximum which the listing rules of the uk listing
authority permit to be bought by way of market purchases under a single authority
since 29th may 2003 the company has purchased a further 219 million shares at a total cost of £434 million
the current buyback authority expires at the conclusion of the forthcoming annual general meeting the board
considers that it would be in the interests of shareholders that the board should continue to have the flexibility to buy
back shares in appropriate circumstances beyond the annual general meeting the board is therefore seeking the
authority of shareholders to buy back up to 273 million shares by way of market purchases which represents 15 of
the company’s issued share capital at the date of this report
the proposed authority is dealt with in resolution 6 contained in the notice of annual general meeting on 
page 78 if given it will replace the current authority granted on 29th may 2003
until the new authority is given by shareholders the current authority allows the company to buy back approximately
a further 248 million shares if the company were to use this authority in full it would have approximately 16 billion
shares in issue at the time of the new authority and under the 15 limit in the listing rules referred to above the
number of shares for which shareholders could give authority would be limited to just over 235 million therefore in
order to comply with the listing rules the authority being proposed in resolution 6 provides that the company may not
make market purchases under this authority of such number of shares as in aggregate amounts to 15 or more of the
number of shares in issue immediately following the annual general meeting
charitable and
political
donations
auditors
authority 
to make
purchases of
own shares
corporate
governance
continued 28 rentokil initial plc 
the minimum price payable per share under the proposed authority in resolution 6 is 1p the nominal amount of each
share and the maximum price exclusive of expenses is 5 above the average market price per share for the five
business days immediately preceding any purchase
the board intends to use this authority to purchase shares with discretion purchases will be made only from funds not
required for other purposes and in the light of prevailing market conditions no purchase will be made unless the board
is of the opinion that it will result in an increase in earnings per share the board will also take into account the
company’s cash resources and bank facilities the effect on gearing and other possible investment opportunities before
deciding whether to exercise this authority
any purchase of shares pursuant to this authority will be made on market shares purchased will be cancelled and will
not be available for reissue
the remuneration report which has been adopted by the board is set out on pages 29 to 42 and the statement of
directors’ responsibilities is set out on page 43
the board believes that the proposed resolutions to be put to the annual general meeting to be held on 27th may 2004
are in the best interests of shareholders as a whole and accordingly recommends that shareholders vote in favour of
the resolutions as the directors intend to do in respect of their own beneficial shareholdings in the company
by order of the board
r wardjones
secretary
24th march 2004
remuneration
report and
statement of
directors’
responsibilities
recommendation
a copy or a memorandum of the terms of every service contract between the company or any of its subsidiaries and
any director of the company is available for inspection at the company’s registered office and at the offices of denton
wilde sapte one fleet place london ec4m 7ws during normal business hours on any weekday saturdays and public
holidays excepted until 27th may 2004 and will also be available for inspection at the place of the annual general
meeting for at least fifteen minutes prior to and during the meeting
as at the close of business on 26th march 2004 being the latest practicable date prior to the publication of this
document there were options remaining to be satisfied by subscription for shares in the company in respect of
411million shares which represents 23 of the current issued share capital of the company this would represent 31
of the issued share capital of the company after the purchase and subsequent cancellation of both the remaining 
248 million shares which as at 24th march 2004 the company had authority to purchase under the authority referred to
above granted on 29th may 2003 and the maximum 235 million shares which the company would then have authority
to purchase under the authority being proposed in resolution 6
documents
available for
inspection 
note
regarding
purchases of
own shares
report of the directors rentokil initial plc 29
remuneration report
introduction
the
remuneration
committee and
its processes
this remuneration report has been prepared in accordance with schedule 7a to the companies act 1985 as formerly set
out in the directors’ remuneration regulations 2002 “schedule 7a” and the combined code appended to the listing
rules as issued by the financial services authority “combined code” this report also makes reference to the revised
combined code on corporate governance “revised code” which will come into effect for reporting years beginning on
or after 1st november 2003 which will apply in relation to the company’s annual report and accounts for 2004 
in framing its remuneration policy the committee has given full consideration to the matters set out in schedules a and
b to the combined code and has endeavoured to take full account of the matters set out in section b to the revised
code a resolution resolution 2 to approve the report will be proposed at the annual general meeting to be held on
27th may 2004
the regulations require the auditors to report to the company’s members on the matters set out in part 3 of schedule
7a and to state whether in their opinion that part of the report has been properly prepared in accordance with the
companies act 1985 items 1 to 4 in the last section of this report entitled pay and benefits have been audited
the company’s remuneration committee “committee” is constituted in accordance with the recommendations of the
combined code and the revised code and its terms of reference are available on the company’s website the
committee makes recommendations to the board on the framework of executive remuneration and its cost 
it determines without reference to the board the pay and benefits of the executive directors and sector managing
directors and the company secretary in the light of the recommendations of the chief executive other than in relation
to himself and professional advice and external sources of information referred to below 
the members of the committee during the year under review were mr b d mcgowan mr p j long mr p mason and 
mr r r spinney who are all independent nonexecutive directors and the committee was chaired by mr mcgowan 
mr p mason joined the committee after his election to the board at the annual general meeting held in may 2003
at the beginning of 2004 the board approved a number of changes to the terms of reference of the committee the
principal changes being as follows to make the committee responsible for setting targets for performance related pay
schemes for executive directors and senior executives to advise the board on major changes in employee benefit
structures throughout the company and to advise the board on the contractual terms applicable to termination
payments for executive directors and senior executives in addition the committee has assumed responsibility for
making recommendations to the board on the level of the chairman’s fees which was formerly undertaken by the
chairman’s fees committee which has now ceased to exist
the committee seeks to obtain information from suitable sources regarding directors’ remuneration in this context it
and the company have obtained reports from towers perrin who operate one of the most extensive management pay
databanks in the uk it specifically commissioned the remuneration consultants watson wyatt to advise on the
discretionary share option schemes and the deferred share award plan which were introduced in 2000 and that firm
continues to provide advice to the committee on the performance conditions applicable to these incentive
arrangements
none of the members of the committee participates in company incentive arrangements or has any personal interest
other than as shareholders in the matters under consideration conflicts of interest arising from crossdirectorships or
any daytoday involvement in running the business no director plays a part in any discussion about his or her own
remuneration 30 rentokil initial plc 
policies general
the policy of the board towards remuneration matters is to provide pay and benefits packages for the executive
directors the sector managing directors and the company secretary that are appropriate to attract retain and
incentivise the best staff in order to meet the objective set by the board to achieve superior performance specifically
with regard to executive directors the objective of the policy is to ensure that executive directors should receive
remuneration that reflects their responsibilities and performance account is also taken in the case of sector managing
directors of the relative success of the different parts of the business for which they are responsible and the extent to
which the strategic objectives set by the board are being met 
the committee monitors competitive market practices particularly through the use of generally available external
independent data such as that provided by towers perrin the committee also takes into account the size complexity
and international nature of the company’s operations when assessing comparative data
remuneration packages for executive directors sector managing directors and senior management generally contain
the following principal elements
• salaries
• bonuses
• share options
• pensions
• benefits
the committee has developed remuneration packages designed to align the interests of executives with those of
shareholders consistent with the board’s policy the remuneration packages awarded to directors are intended to be
competitive and provide a mix of performancerelated and other remuneration designed to incentivise directors but not
detract from the goals of corporate governance the executive directors and sector managing directors are entitled to
bonuses subject to the satisfaction of performance conditions see subsection entitled “bonuses” below 50 of
bonuses are paid in the form of shares that vest after one year in accordance with the terms of the company’s deferred
share award plan sector managing directors’ bonuses are based in part on the achievement of turnover and profit
targets for the performance of the businesses for which they are responsible and in part on their membership of the
bonus and deferred share award plan their relative entitlements under both schemes are abated to reflect the fact
that they participate in both generally the personal targets of senior managers other than executive directors and
sector managing directors are tied into the performance of those profit centres to which they contribute both short
term rewards base salary annual bonuses and fringe benefits and longerterm benefits share options and pension
benefits reflect the responsibilities and performance of individual executives
the company’s policy is that a substantial proportion of the remuneration of the executive directors should be
performance related as described on page 31 executive directors and sector managing directors may earn annual
incentive payments with a maximum of between 533 and 800 of their basic salaries together with the benefits of
participation in share option schemes 
remuneration report rentokil initial plc 31
the relative importance of the performance related elements of the executive directors’ remuneration in 2003 is
summarised below
performance
bonus including
awarded under
base salary and the deferred share
benefits award plan 2003 share options total
j c f wilde 66 4 30 100
r c payne 75 3 22 100
e f brown 79 2 19 100
note the value of share options have been calculated in accordance with the blackscholes model
executive directors are entitled to accept one nonexecutive directorship or similar appointment outside the company
provided that the board’s permission is obtained and fees from any such appointments are paid to the company
currently no executive director holds an outside appointment
salaries
executive directors’ basic salaries are determined by the committee at the commencement of each year and when an
individual changes position or responsibility in deciding appropriate levels the committee considers salaries in the
company at a senior level as a whole and relies on objective research which gives uptodate information on executive
directors’ remuneration in british companies in both the support services sector and generally for example survey of
executives’ remuneration prepared by towers perrin referred to above 
bonuses
the committee establishes the performance criterion that must be met for each financial year if a cash bonus is to be
paid and deferred shares awarded to executive directors under the deferred share award plan in setting appropriate
bonus parameters the committee has taken advice from the remuneration consultants watson wyatt the committee
believes that any incentive compensation awarded should be tied to the interests of the company’s shareholders and
that in the context of bonus entitlement is best measured by movements in the company’s basic earnings per share
the performance criterion for the bonus and deferred share award plan 2003 was that for every 1 increase and pro
rata for lesser percentages in the company’s earnings per share over the earnings per share for the previous year over
2 in excess of the rate of inflation mr j c f wilde would receive a bonus of 10 of basic salary maximum 800 
mr r c payne would receive 665 of basic salary maximum 533 and the sector managing directors including 
mr e f brown would receive 3 of basic salary maximum 240 the committee considers that earnings per share
growth of 2 in excess of the rate of inflation should be expected and that if that rate is exceeded and only if that rate
is exceeded should the performance be rewarded
the performance criteria for the senior executive bonus scheme 2003 which applies to sector managing directors was
as follows
a for each 1 of turnover in excess of 97 of budget the sector managing director will receive 1 of salary as a bonus
with a maximum bonus of 13 ie achievement of 110 of budgeted turnover
b for each 1 of profit in excess of 90 up to 95 of budget the sector managing director will receive 05 of salary
as a bonus for each 1 of profit in excess of 95 of budget the sector managing director will receive 1 of salary
as a bonus 32 rentokil initial plc 
c where turnover achieved is on or in excess of 100 of budget the profit bonus in b for over 95 will be doubled
giving 2 of salary for each 1 of profit over 95
the total entitlement in respect of the above is subject to a maximum of 50 of basic salary
sir clive thompson is not entitled to a bonus in respect of 2003 
bonuses for executive directors for the year ended 31st december 2003 are summarised in the pay and benefits section
of this report starting on page 37 the maximum bonuses for executive directors for the year ending 31st december
2004 will range between 533 and 800 of basic salary and are summarised below 
2004 maximum bonuses 2003 bonuses as  of
as  of basic salary basic salary
j c f wilde 800 35
r c payne 533 24
e f brown 740 12
note 2003 basic salaries for the purposes of this table are the rates of salary as at 31st december 2003 2004 salaries are
those effective at 1st january 2004
bonuses are awarded on or about 1st march following the end of the financial year to which they relate in accordance
with the company’s bonus and deferred share award plan 50 of the annual bonus as calculated above is paid in cash
with the remaining 50 being satisfied by the award of shares in the company the number of shares awarded is
calculated by reference to the two prices shown in the quotations for the company’s shares immediately preceding the
date of the award plus one quarter of the difference between these two prices the rentokil initial employee share
trust holds these shares in trust on a conditional basis for a period of one year from the date of award the directors’
interests in shares awarded under the deferred share award plan in respect of 2002 and 2003 are summarised in the
pay and benefits section of this report starting on page 37
share options
the company has share option schemes for approximately five hundred senior executives worldwide schemes have
operated since 1973 and new schemes were established with the approval of shareholders in 1989 1996 and 2000 the
exercise price for share options is the midmarket closing price immediately preceding the date of grant
grants of share options up to and including 1999 were based upon individual performance and conditional on the
achievement of a 15 increase in basic earnings per share in the financial year preceding the date of grant which was
duly achieved share options granted in the period 1996 to 1999 inclusive were subject to an exercise condition under
which the earnings per share of the company needed to be at least 2 3 in 1999 in excess of the uk rate of inflation
over a period of three years which was duly achieved
grants of share options under the discretionary approved and discretionary schemes “discretionary schemes” which
were approved by shareholders in 2000 are calculated by reference to base salaries and management grade in the
company the committee sought the advice of the remuneration consultants watson wyatt on both the structure of
the discretionary schemes and the level of benefits payable under them the committee believes that performance
criteria set out below best satisfy the alignment of shareholders’ interests with those of executive directors in particular
and executives in general by ensuring that benefits under the schemes are only realisable if there has been a material
real growth in earnings per share there are two levels of qualification under the discretionary schemes level 1 which
remuneration report rentokil initial plc 33
applies to all senior executives including executive directors and level 2 which applies to executive directors and sector
managing directors which may be summarised as follows
level 1 before the exercise of an option under level 1 the company’s annual growth in earnings per share on average
over the first three consecutive calendar years commencing in the year in which the option is granted is at
least 4 per annum in excess of the uk rate of inflation or failing this the company’s annual growth in
earnings per share on average over a greater period up to a maximum of ten years is at least 4 in excess of
the uk rate of inflation until 2003 the grant of options under level 1 was in the range of 25 to 150 of
basic salary depending on the position of the executive in the company during 2003 the committee reviewed
the factors applied to directors’ and executives’ salaries when calculating entitlements and accordingly on
options granted in 2003 the range of percentages of salary was reduced to 167 to 100 of basic salary for
further information on executive directors see below
a summary of the progress towards satisfaction of the performance targets for level 1 share options granted
since 2000 is set out in the following table
exercise average target average eps
grant price pence period growth  growth 
2000 1565 2000 to 2003 63 47
2001 20525 2001 to 2003 61 106
2002 26675 minimum period has yet to elapse na na
2003 2045 minimum period has yet to elapse na na
level 2 the exercise condition under level 2 is by reference to total shareholder return calculated by watson wyatt
ie the appreciation of the share price including reinvested dividends in comparison with the performance of
the ftse 100 index and a defined group of support services companies being used as comparators during three
consecutive calendar years commencing in the year in which the option is granted on the following basis
if the company achieves a median performance in relation to the ftse 100 index then 25 of the level 2 share
options will vest rising pro rata to 50 if the company achieves a performance in the upper quartile of the
ftse 100 and in addition if the company achieves a median performance in the group of support services
companies then 25 of the level 2 share options will vest rising pro rata to 50 if the company achieves a
performance in the upper quartile in a group of support services companies
before 2003 the number of level 2 share options granted was 50 to 100 of basic salary depending on the
position of the executive in the company but following the review in 2003 referred to above the range of
factors used in 2003 was 333 to 666 for further information on executive directors see below the
performance conditions for level 2 share options granted have been satisfied as follows
percentage
exercisable 
exercise period fixed period any balance
grant price pence of 3 years will have lapsed
2000 1565 2000 to 2002 85
2001 20525 2001 to 2003 100
2002 26675 2002 to 2004 to be established
2003 2045 2003 to 2005 to be established
note the exercise price will be adjusted to reflect the cost of holding the shares less the dividend income thereon 34 rentokil initial plc 
the company’s policy is to grant share options to directors and senior executives annually the entitlements of executive
directors to the grant of options under the discretionary schemes in 2003 see table below were calculated by
multiplying their basic salaries by the factors set out below and then dividing by the strike price ie the midmarket
closing price for the company’s shares on the trading day immediately preceding the date of grant
mr j c f wilde mr r c payne mr e f brown
level 1 10 06666 06
level 2 06666 04444 03333
note no share options were granted to sir clive thompson in either 2002 or 2003 as he retired as an executive in april
2003 and under the rules of the discretionary schemes no participant is entitled to be granted share options in the
period of 18 months preceding his or her retirement
the committee is currently reviewing the factors to be applied in 2004
executive directors are also members of the savingsrelated share option scheme which is approved by the inland
revenue and which was introduced in 1998 
details of the executive directors’ outstanding share options are shown in the pay and benefits section of this report
starting on page 37
pensions
executive directors are members of the rentokil initial pension scheme their dependants are eligible for dependants’
pensions and the payment of a lump sum in the event of death in service the pension arrangements provide for a
pension on retirement of 23 basic annual salary after 20 years’ eligible service no other payments to directors are
pensionable and there are no unfunded pension promises or similar arrangements to directors the executive directors
are members of the company’s defined benefit pension scheme and their accrued entitlements under the scheme are as
set out in the pay and benefits section of this report starting on page 37 
sir clive thompson retired as an executive in april 2003 and on his retirement receives a pension from the rentokil
initial pension scheme
contracts
it is the company’s policy that executive directors should have rolling contracts subject to one year’s notice by the
company the executive directors have rolling contracts which are subject to one year’s notice by the company and six
months’ notice by the relevant director and are dated as follows mr j c f wilde 8th april 2002 mr r c payne 7th march
2002 and mr e f brown 6th april 1999 
the company’s policy in respect of the notice periods for the termination of executive directors’ contracts conforms with
the revised code the committee is fully aware that under the revised code it should take a robust line in reducing
compensation to reflect departing directors’ obligations to mitigate loss
sir clive thompson’s contract as an executive director expired on his retirement on 4th april 2003 as nonexecutive
chairman with effect from 5th april 2003 he now has a rolling contract dated 28th may 2002 subject to twelve
months’ notice by either the company or him 
remuneration report rentokil initial plc 35
all nonexecutive directors have specific terms of engagement and their remuneration is determined by the board on
the recommendation of the nonexecutive directors’ fees committee within the limits set by the articles of association
and based on independent surveys of fees paid to nonexecutive directors of similar companies the basic fee paid to
each nonexecutive director in the year was £35000 the chairmen of the remuneration and audit committees are each
paid an additional £5000 per annum also the deputy chairman receives additional fees of £10000 per annum for
fulfilling that role nonexecutive directors do not have service contracts and they do not participate in any of the
company’s share option schemes or bonus schemes and are not eligible to join the company’s pension scheme as active
members
at the annual general meeting held on 29th may 2003 shareholders approved a proposal that the limit on the annual
fees for nonexecutive directors which was last reviewed in 1997 be increased from £500000 to £1000000 the new
limit allows for a larger number of nonexecutive directors required by the most recent corporate governance
developments and future increases in directors’ fees to allow for inflation changes in duties and market developments 
the following graph shows the company’s performance measured by total shareholder return compared with the
performance of the ftse 100 index also measured by total shareholder return the ftse 100 index has been selected 
for this comparison as the company is currently and has been a member of the ftse 100 during the period covered by
the graph
note
the above graph illustrates the movement of the company’s total shareholder return assuming dividends are reinvested
on the exdividend date against that of the ftse 100 index since 31st december 1998 and has been prepared on the
basis that the notional investment changes each time the index changes
performance
graphs and
charts 
0
140
120
100
80
60
40
20
31st december 1998 31st december 1998 to
31st december 1999
31st december 1998 to
31st december 2000
31st december 1998 to
31st december 2001
31st december 1998 to
31st december 2003
31st december 1998 to
31st december 2003
total shareholder return tsr
rentokil initial versus ftse 100 index
rentokil initial total shareholder return compared against total shareholder return of the 
ftse 100 actuaries share index
rentokil initial ftse 100 36 rentokil initial plc 
the following charts show the company’s performance measured by total shareholder return compared with
respectively a sector comparator group and the ftse 100 for the period 1st january 2001 to 31st december 2003 for the
purpose of illustrating the satisfaction of performance criteria in relation to level 2 share options granted in march 2001
see executive directors’ share options on page 33 only those companies that were members of the ftse 100 during
the whole of the period 1st january 2001 to 31st december 2003 are included in the second chart
40
60
80
100
100
80
60
40
20
20
0
 total shareholder return tsr
rentokil initial 2000 option grant  tsr 1st january 2001 to 31st december 2003
selected comparator group
company
uq
medium
lq
rentokil initial selected comparator group
total shareholder return tsr
company
uq
medium
lq
rentokil initial 2001 option grant  tsr 1st january 2001 to 31st december 2003
ftse 100 comparator group 
120
100
80
60
40
20
0
20
40
60
80
100
rentokil initial ftse 100 comparator group
remuneration report rentokil initial plc 37
the selected comparator group for the level 2 share options granted in 2001 was as follows
• amey plc 
• the capita group plc 
• cintas corporation 
• compass group plc
• the davis services group plc 
• hays plc
• international service systems as
• rentokil initial plc
• securicor plc 
• securitas ab
• serco group plc
• the servicemaster company 
• sodexho alliance sa
• chubb plc
note the committee has agreed to the following changes to the membership of the selected comparator group
1 amey plc was acquired by grupo ferrovial servicios sa in 2003 and the latter company has taken the place of amey
in the comparator group
2 compass plc merged with granada group plc in 2001 and has been deleted from the comparator group
3 chubb plc was acquired by united technology corporation in 2003 and the latter company has taken the place of
chubb in the comparator group
paragraphs 1 to 4 below have been audited 
1 emoluments
the following table sets out the emoluments of directors for the year ended 31st december 2003
fees salary bonus benefits total 2002
£000 £000 £000 £000 £000 £000
sir clive thompson 292 306  33 631 1614
b d mcgowan 50    50 46
j c f wilde  625 22 31 678 516
e f brown  340 4 24 368 522
i harley 40    40 40
p j long 35    35 7
p mason 21    21 
r c payne  457 11 23 491 591
r r spinney 35    35 35
h e st l king deceased     46
2003 473 1728 37 111 2349
2002 174 2287 751 205 3417
pay and
benefits 38 rentokil initial plc 
notes 
1 in addition to the above emoluments the executive directors have been awarded deferred shares under the deferred
share award plan 2003 equal in value to the cash bonuses disclosed details of which are given in subsection 2
below such shares are held in trust by the rentokil initial employee share trust on a conditional basis for a period
of one year
2 executive directors are provided with private health cover and a company car the value of the benefits is included
in the table on page 37
3 no director waived emoluments in respect of the year ended 31st december 2003 2002 the same
4 sir clive thompson’s 2003 salary relates to the period until 4th april 2003 when he retired as an executive he
continues to be provided with a company car the value of this benefit being included in the table above
2 deferred share award plan
the following table sets out the shares in which directors are currently interested under the deferred share award plan
number vesting date number of value of
date of of shares of deferred shares vested shares vested
plan award awarded shares in 2004 in 2004 £
sir clive thompson 2002 3rd march 2003 236699 3rd march 2004 236699 448545
j c f wilde 2002 3rd march 2003 65128 3rd march 2004 65128 123418
2003 1st march 2004 11916 1st march 2005  
r c payne 2002 3rd march 2003 62265 3rd march 2004 62265 117992
2003 1st march 2004 5435 1st march 2005  
e f brown 2002 3rd march 2003 48667 3rd march 2004 48667 92224
2003 1st march 2004 11827 1st march 2005  
412759 782179
notes
1 the performance criterion for a bonus to be paid and deferred shares awarded under the deferred share award plan
is established by the committee at the commencement of the relevant financial year
2 following the release of the company’s preliminary results in respect of the financial year to which the plan relates
and if the performance criterion is met then bonus and deferred shares are respectively paid and awarded
3 deferred shares are held in trust on a conditional basis by the rentokil initial employee share trust until the expiry
of one year from the date of the award
4 the value of shares vested in 2004  in respect of deferred shares awarded on 3rd march 2003 reflects the midmarket
closing price for the company’s shares of 1895p on the last trading day before the vesting of the shares
remuneration report rentokil initial plc 39
3 share options 
the following table sets out the share options held by directors
number
number at at 31st
earliest exercise 1st january granted december
date of exercise expiry price 2003 lapsed exercised 2003
grant date date pence 1p shares in year in year 1p shares
sir clive thompson
010494 010497 310304 122165 993974  993974 
290995 290998 280905 156867 1322788   1322788
010696 010699 310506 201135 77212   77212
180497 180400 170407 204634 1400000   1400000
† 011098 011203 310504 356000 4845   4845
140599 140502 130509 270000 630000   630000
 100500 100503 090510 156500 1593450 95607  1497843
010301 010304 280211 205250 1275731   1275731
7298000 95607 993974 6208419
mr j c f wilde
020696 020699 010606 201135 90000   90000
180497 180400 170407 204634 120000   120000
200498 200401 190408 371670 148904   148904
† 011098 011203 310504 356000 4845   4845
140599 140502 130509 270000 200000   200000
 100500 100503 090510 156500 259424 13897  245527
010301 010304 280211 205250 208038   208038
 010302 010305 290212 266750 196813   196813
 290803 290806 280813 204500  509352  509352
1228024 495455  1723479
mr r c payne
260995 260998 250905 156867 200000   200000
300596 300599 290506 201135 180000   180000
180497 180400 170407 204634 240000   240000
200498 200401 190408 371670 186211   186211
† 011098 011203 310504 356000 4845   4845
140599 140502 130509 270000 216000   216000
 100500 100503 090510 156500 348881 18690  330191
010301 010304 280211 205250 332794   332794
 010302 010305 290212 266750 271681   271681
 290803 290806 280813 204500  248141  248141
1980412 229451  2209863 40 rentokil initial plc 
number
number at at 31st
earliest exercise 1st january granted december
date of exercise expiry price 2003 lapsed exercised 2003
grant date date pence 1p shares in year in year 1p shares
mr e f brown
290596 290599 280506 201135 60674   60674
180497 180400 170407 204634 96824   96824
200498 200401 190408 371670 145000   145000
† 011098 011203 310504 356000 4845   4845
140599 140502 130509 270000 250000   250000
 100500 100503 090510 156500 452428 27129  425299
010301 010304 280211 205250 355318   355318
 010302 010305 290212 266750 284172   284172
 290803 290806 280813 204500  155169  155169
1649261 128040  1777301
 level 1 performance condition outstanding see note 2 below for information on level 2 performance condition
† share options granted under the share option scheme for uk employees which is a saye scheme
market price at 31st december 2003 190p
2003 lowhigh 1555p  23025p
notes
1 all share options granted before 2000 are exercisable
2 level 1 share options granted under the discretionary schemes in 2000 and subsequently cannot yet be exercised as
the performance criteria have yet to be satisfied save for those granted in 2001 where the performance criteria have
been satisfied 85 of level 2 share options granted in 2000 and 100 of level 2 share options granted in 2001 are
exercisable see table on page 33 level 2 share options granted in 2002 and 2003 cannot yet be exercised as the
relevant performance criteria have yet to be satisfied
3 as a result of the company’s total shareholder return in 2001 to 2003 being above the upper quartile of the ftse 100
index and above the upper quartile as measured against a sector comparator group see “performance graph and
charts” on pages 35 and 36 100 of the level 2 options granted in march 2001 became exercisable on the third
anniversary of their grant in march 2004
4 sir clive thompson exercised 993974 share options in 2003 at a strike price of 122165p which had a value of 173p
per share at the date of exercise namely the midmarket closing price on the date of exercise of the share option
and resulted in a total notional gain of £505287
5 no other directors were granted options in the shares of the company or any other group entities
6 none of the terms and conditions of share options granted were varied during the year
7 all share options must be exercised by the expiry of ten years from their date of grant
remuneration report rentokil initial plc 41
4 pensions
accrued entitlements for directors under the company’s pension scheme are as follows 
additional accrued increase in
accrued entitlement transfer value transfer value transfer value
benefits earned at 31st at 31st at 31st less directors
in the year december 2003 december 2003 december 2002 contribution
£000 pa £000 pa £000 £000 £000
sir clive thompson 44 734 13006 11363 1622
j c f wilde 48 139 1398 794 571
r c payne 24 228 2978 2370 581
e f brown 10 217 2392 1986 385
transfer value
additional accrued accumulated of increase in
pension earned in total accrued accrued pension
the year pension at less directors
excluding inflation 31st december 2003 contribution
£000 pa £000 pa £000
sir clive thompson 24 734 413
j c f wilde 45 139 422
r c payne 19 228 226
e f brown 4 217 33
notes 
1 the accrued pension entitlements shown are those that would be paid annually on retirement based on years of
service to date the increase in accrued pension entitlement during the year reflects additional service there were
no changes to accrued benefits during the year
2 all transfer values have been calculated on the basis of actuarial advice in accordance with the actuarial guidance
note gn11 as published by the institute of actuaries and the faculty of actuaries the transfer values disclosed above
represent the value of assets that the pension scheme would need to transfer to another pension provider on
transferring the scheme’s liability in respect of the directors’ pension benefits they do not represent sums payable
to individual directors and therefore cannot be added meaningfully to annual remuneration
the transfer value of the increase in accrued benefits required by the listing rules discloses the current value of the
increase in accrued benefits that the director has earned in the period whereas the change in hisher transfer value
required by the companies act discloses the absolute increase or decrease in hisher transfer value and includes the
change in value of the accrued benefits that results from market volatility affecting the transfer value at the
beginning of the period as well as the additional value earned in the year
3 members of the scheme have the option to pay additional voluntary contributions neither the contributions nor
the resulting benefits are included in the above tables
4 no director is a member of a money purchase scheme sponsored by the company
5 the information given regarding sir clive thompson takes into account the actuarial position as at 31st december
2003 although he retired in april 2003 and receives a pension from the rentokil initial pension scheme 42 rentokil initial plc 
5 interests in shares 
the following table sets out the interests of directors who were directors on 31st december 2003 in the shares of
the company
rentokil initial plc ordinary shares of 1p each 31st december 1st january
2003 beneficial 2003 beneficial
interests interests
sir clive thompson 6797603 5646206
j c f wilde 38519 24766
e f brown 526056 518220
i harley 2000 2000
p j long 
p mason 
b d mcgowan 5000 5000
r c payne 130509 89452
r r spinney 2000 2000
notes
1 the interests of executive directors include beneficial interests in shares held in trust under an inland revenue
approved profit sharing scheme under which the last distribution was made in 2002 
2 in addition to the interests in shares noted above on the 3rd march 2004 the shares awarded on 3rd march 2003
under the deferred share award plan 2002 vested unconditionally in the executive directors there have been no
further changes in the interests set out above between 31st december 2003 and 24th march 2004 the shares
awarded on 1st march 2004 are not included as these are held by the rentokil initial employee share trust on a
conditional basis but subject to the vesting criteria being satisfied will vest on 1st march 2005 the table in sub
section 2 on page 38 gives details of shares awarded under the deferred share award plan in which the executive
directors have an interest which are not yet included in the table above
this report was approved by the board of directors on 24th march 2004 and signed on its behalf by mr b d mcgowan
b d mcgowan
deputy chairman and chairman of the remuneration committee
24th march 2004
approval
remuneration report rentokil initial plc 43
company law requires the directors to prepare accounts for each financial year which give a true and fair view of the
state of affairs of the company and of the group and of the profit and loss and cash flows of the group for that period
in preparing these accounts the directors are required to adopt suitable accounting policies and to apply them
consistently making judgements and estimates that are reasonable and prudent and following applicable accounting
standards 
the directors are responsible for ensuring that the company keeps proper accounting records which disclose with
reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that
the accounts comply with the companies act 1985 they are also responsible for safeguarding the assets of the company
and the group and taking reasonable steps for the prevention and detection of fraud and other irregularities   
the maintenance and integrity of the rentokil initial plc website is the responsibility of the directors the work carried
out by the auditors does not involve consideration of these matters and accordingly the auditors accept no
responsibility for any changes that may have occurred to the financial statements since they were initially presented on
the website   
legislation in the united kingdom governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions 
statement of directors’ responsibilities 44 rentokil initial plc 
respective
responsibilities
of directors
and auditors
basis of audit
opinion
independent auditors’ report to the members of rentokil initial plc
we have audited the financial statements which comprise the consolidated profit and loss account the balance sheets
the consolidated cash flow statement the statement of total recognised gains and losses the reconciliation of
movement in equity shareholders’ funds and the related notes which have been prepared under the historical cost
convention and the accounting policies set out in the statement of accounting policies we have also audited the
disclosures required by part 3 of schedule 7a to the companies act 1985 contained in the remuneration report “the
auditable part”
the directors’ responsibilities for preparing the annual report and the financial statements in accordance with
applicable united kingdom law and accounting standards are set out in the statement of directors’ responsibilities the
directors are also responsible for preparing the remuneration report 
our responsibility is to audit the financial statements and the auditable part of the remuneration report in accordance
with relevant legal and regulatory requirements and united kingdom auditing standards issued by the auditing
practices board this report including the opinion has been prepared for and only for the company’s members as a
body in accordance with section 235 of the companies act 1985 and for no other purpose we do not in giving this
opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our prior consent in writing
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 auditable part of the remuneration report have been properly prepared in accordance with the
companies act 1985 we also report to you if in our opinion the report of the directors 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 is not disclosed
we read the other information contained in the annual report and consider the implications for our report if we
become aware of any apparent misstatements or material inconsistencies with the financial statements the other
information comprises only the chairman’s statement chief executive’s review the finance director’s review the
report of the directors and the unaudited part of the remuneration report
we review whether the corporate governance statement reflects the company’s compliance with the seven provisions
of the combined code issued in june 1998 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 to form an opinion on the effectiveness of the company’s or group’s corporate
governance procedures or its risk and control procedures 
we conducted our audit in accordance with 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
auditable part of the remuneration report 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 company’s circumstances 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 auditable part of the remuneration report 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
report of the auditors rentokil initial plc 45
in our opinion
• the financial statements give a true and fair view of the state of affairs of the company and the group at 
31st december 2003 and of the profit and cash flows of the group for the year then ended
• the financial statements have been properly prepared in accordance with the companies act 1985 and
• those parts of the remuneration report required by part 3 of schedule 7a to the companies act 1985 have been
properly prepared in accordance with the companies act 1985
pricewaterhousecoopers llp
chartered accountants and 
registered auditors
1 embankment place
london
wc2n 6rh
24th march 2004
opinion 46 rentokil initial plc 
consolidated profit and loss account
for the year ended 31st december
2003 2002
notes £m £m
turnover including franchisees and share of associate
continuing operations 24502 23108
acquisitions 209 
total continuing operations 24711 23108
discontinued operations 151 287
turnover including franchisees and share of associate 24862 23395
less
share of turnover of associate all continuing 187 184
turnover of franchisees all continuing 1012 879
group turnover 1 23663 22332
cost of sales 2 18613 17466
gross profit 5050 4866
administrative expenses 2 531 482
group operating profit
continuing operations 4503 4386
acquisitions 19 
continuing operations 4522 4386
discontinued operations 03 02
group operating profit 4519 4384
share of profit of associates all continuing 36 36
total operating profit 4555 4420
loss on disposal of businesses 3 117 
profit on ordinary activities before interest 4438 4420
interest payable net 4 470 517
profit on ordinary activities before taxation 15 3968 3903
tax on profit on ordinary activities 6 1052 1046
profit on ordinary activities after taxation 2916 2857
equity minority interests 15 11
profit for the financial year attributable to shareholders 2901 2846
equity dividends 7 1101 1016
profit retained for the financial year 1800 1830
basic earnings per 1p share 9 1583p 1500p
adjusted earnings per 1p share 9 1647p 1500p
diluted earnings per 1p share 9 1581p 1494p
dividends per 1p share 610p 553p
7234rentokilp2080  14404  330 pm  page 46 rentokil initial plc 47
statement of total recognised gains and losses
for the year ended 31st december
consolidated parent
2003 2002 2003 2002
£m £m £m £m
profit for the financial year 2901 2846 2336 4205
currency translation adjustments 36 119 82 07
total gains recognised in the financial year 2865 2727 2254 4198
prior year adjustment on adoption of amendment to frs 5 157   
total gains recognised since last annual report 2708 2727 2254 4198
reconciliation of movements in equity shareholders’ funds
for the year ended 31st december
consolidated parent
2003 2002 2003 2002
£m £m £m £m
profit for the financial year 2901 2846 2336 4205
equity dividends note 7 1101 1016 1101 1016
profit retained for the financial year 1800 1830 1235 3189
new share capital issued note 22 29 52 29 52
own shares purchased note 21 731 2375 731 2375
negative goodwill written back on disposals note 3 17   
other recognised gains and losses in the financial year 36 119 82 07
net change in equity shareholders’ funds 1045 612 451 859
equity shareholders’ funds at 1st january as reported 7236 6467 4505 3646
prior year adjustment on adoption of amendment to frs 5  157  
7236 6624 4505 3646
equity shareholders’ funds at 31st december 6191 7236 4956 4505 48 rentokil initial plc 
balance sheets
at 31st december
consolidated parent
2003 2002 2003 2002
restated
notes £m £m £m £m
intangible assets 10 1957 1770  
tangible assets 11 6628 6243 46 51
investments 12 237 238 16381 16369
8822 8251 16427 16420
stocks 13 452 454  
debtors due within one year 14 4518 4507 1992 6216
debtors due after one year 14 1676 1764 26 26
short term deposits and cash 2728 2465 2011 1830
9374 9190 4029 8072
creditors 15 7549 7379 1235 6016
bank and other borrowings 16 829 650 585 533
8378 8029 1820 6549
net current assets 996 1161 2209 1523
total assets less current liabilities 9818 9412 18636 17943
creditors 17 104 97  
bank and other borrowings 18 13978 14419 13674 13420
14082 14516 13674 13420
provisions for liabilities and charges 19 1862 2069 06 18
net liabilitiesassets 6126 7173 4956 4505
called up share capital 21 182 186 182 186
share premium account 22 492 463 492 463
capital redemption reserve 23 196 192 196 192
other reserves 24 89 82  
profit and loss account 25 7150 8159 4086 3664
equity shareholders’ funds 6191 7236 4956 4505
equity minority interests 65 63  
capital employed 6126 7173 4956 4505
these financial statements on pages 46 to 72 were approved by the board on 24th march 2004 and were signed on its
behalf by
james c f wilde r c payne
fixed assets
current assets
creditors 
amounts
falling due
within one
year
creditors 
amounts
falling due
after more
than one year
provisions for
liabilities and
charges
equity capital
and reserves rentokil initial plc 49
consolidated cash flow statement
for the year ended 31st december
2003 2002
notes £m £m
net cash inflow from operating activities 29 6103 5759
dividends received from associates 13 20
interest received 493 544
interest paid 1047 1092
interest element of finance lease payments 19 21
dividends paid to minority interests 06 06
net cash outflow from returns on investments and servicing of finance 579 575
tax paid 1119 1047
purchase of tangible fixed assets 1878 1835
less financed by leases 131 114
1747 1721
sale of tangible fixed assets 153 109
net cash outflow for capital expenditure and financial investment 1594 1612
purchase of companies and businesses 30 212 345
disposal of companies and businesses 31 64 
net cash outflow from acquisitions and disposals 148 345
dividends paid to equity shareholders 1044 977
net cash inflow before use of liquid resources and financing 1632 1223
movement in short term deposits with banks 130 835
issue of ordinary share capital 29 52
own shares purchased 759 2346
net loan movement 98 2976
capital element of finance lease payments 128 132
net cash outflowinflow from financing 956 550
increase in net cash in the year 32 806 2608
operating
activities
taxation
capital
expenditure 
and financial
investment
acquisitions
and disposals
equity 
dividends paid
management
of liquid
resources
financing
net cash
associates’
dividends
returns on
investments
and servicing
of finance cost of sales 
administrative
expenses
pension costs
50 rentokil initial plc 
accounting policies
consolidation
foreign
currencies
the accounts have been prepared under the historical cost convention and comply with the companies act 1985 “act”
except for the departure noted under intangible assets below as amended by the companies act 1989 and applicable
accounting standards
during the year the company has adopted application note g which was issued as an amendment to frs 5 “reporting the
substance of transactions” by the asb in november 2003 to be adopted for accounting periods ending on or after 23rd
december 2003 this has replaced the previous policy of recognising where appropriate a higher proportion of the total
income at the start of contracts to reflect initial value of services performed and has resulted in a prior year adjustment to
shareholders’ equity of £157 million net of tax this is accounted for by a £225 million increase in creditors offset by a
£40 million decrease in corporation tax and a £28 million decrease in deferred tax as there was no impact on the 2002
profit and loss account the results for 2002 have not been restated the effect of applying this new policy in 2003 has been
to reduce profit before tax by £03 million
the consolidated accounts comprise those of the parent company and its subsidiary undertakings “subsidiaries” or
“subsidiary companies” together with the group’s share of profits and net assets of the associated undertakings
“associates” or “associated companies”
the results of newly acquired companies and businesses are consolidated from the date of acquisition the results of
companies and businesses disposed of during the year are consolidated until the date of disposal
for acquisitions involving deferred consideration estimated deferred payments are accrued in the balance sheet
interest due to vendors on deferred payments is charged to the profit and loss account as it accrues for disposals
involving deferred consideration estimated deferred receipts are prepaid in the balance sheet interest from buyers on
deferred receipts is credited to the profit and loss account as it accrues
the results of overseas subsidiary and associated undertakings are translated at the average exchange rates for the year
the assets and liabilities of such undertakings are translated at yearend exchange rates exchange differences on the
results for the year opening net assets and on foreign currency loans which relate to overseas investments are recorded
as movements on reserves in accordance with ssap 20 foreign currency transactions in the year and balances in the
yearend balance sheet are translated at the average and closing rates of exchange respectively any exchange
differences arising are taken to the profit and loss account with the exception of exchange gains and losses in respect
of loans which hedge against foreign currency investments which are recorded as movements in reserves
turnover excludes vat and other similar sales based taxes and represents the amounts receivable for services rendered
including franchisee fees and goods sold outside the group contract income is recognised in accounting periods on a
straightline basis over the life of the contract
production service selling and other direct branch costs are classified as cost of sales administrative expenses comprise
head office costs and research and development expenditure which is written off as incurred
the cost of pensions in respect of the group’s defined benefit pension schemes is charged to the profit and loss account
so as to spread the cost of pensions over the average expected service lives of employees in the schemes actuarial
surpluses or deficits from the regular costs are spread over the average future service lives of employees in the schemes
using the projected unit credit method differences between the amount charged in the profit and loss account and
payments made to the schemes are treated as assets or liabilities in the balance sheet contributions to defined
contribution schemes are charged to the profit and loss account as incurred
the notes to the accounts continue to include the required disclosures in accordance with the transitional provisions of
frs 17 “retirement benefits”
turnover
accounting
convention
new
accounting
policies rentokil initial plc 51
goodwill represents the excess of the fair value of the consideration given over the aggregate of the fair values of the
identifiable net assets acquired
goodwill in respect of acquisitions made prior to january 1998 remains eliminated against reserves this will be charged
in the profit and loss account on subsequent disposal of the business to which it relates
goodwill in respect of acquisitions made since 1st january 1998 is shown as an asset and in accordance with frs 10
each acquisition is assessed to determine the useful economic life of the business and the goodwill for the types of
business normally acquired by the company the board considers that the goodwill is an inseparable part of the total
value of the relevant business these are service businesses which are not subject to high volatility in fashions or markets
and demand for these services is likely to continue for the foreseeable future such businesses if properly managed
should grow in value over the years and hence neither the value of the business nor the goodwill have a measurable
useful economic life and the goodwill is not amortised this treatment of goodwill represents a departure from the act
which requires goodwill to be amortised over its useful economic life however such departure is permitted under the
act in order to give a true and fair view the directors believe that it is not possible to identify a finite life for goodwill
in respect of acquisitions and accordingly the treatment of goodwill identified above is necessary in order to give a true
and fair view in view of the inability to identify a finite life for goodwill in respect of acquisitions it is not possible to
quantify the effects of such departure from the act in the event that it could be considered that the value of the
business or its goodwill does have a measurable economic life then the goodwill would be amortised through the profit
and loss account by equal instalments over such useful economic life the potential lives of the businesses and goodwill
are reviewed annually and revised where appropriate
in the event that the useful economic life did not exceed 20 years goodwill would be subject to an impairment review at
the end of the year of acquisition and at any other time in the event that the directors believe that an impairment may
have occurred where the goodwill is assigned a useful economic life which is in excess of 20 years or is indefinite the value
of the relevant businesses and goodwill are assessed for impairment against carrying values on an annual basis in
accordance with frs 11 any impairment would be charged to the profit and loss account in the period in which it arises
provision for depreciation of freehold buildings is made in equal annual instalments of 1 to 2 of cost leasehold
land and buildings are amortised in equal annual instalments over the periods of the leases subject to a minimum
annual provision of 1 of costs no depreciation is charged on freehold land or fixed assets under construction when
properties are sold the difference between sales proceeds and net book value is dealt with in the profit and loss
account in accordance with frs 15 annual impairment reviews are performed for properties with a useful economic life
of greater than 50 years at the balance sheet date
other tangible fixed assets are stated at cost less depreciation provision for depreciation is made in equal annual
instalments over the estimated useful lives of the assets as follows
4 to 5 years  vehicles
3 to 10 years  plant machinery and equipment tropical plants and their containers on rental
3 to 10 years  office equipment furniture and fittings 
the company selects its depreciation rates carefully and reviews them regularly to take account of any changes in
circumstances when setting useful economic lives the principal factors the company takes into account are expected
technological developments expected market requirements and the intensity of which assets are used
where the group retains substantially all the risks and rewards of ownership of an asset subject to a lease the lease is
treated as a finance lease other leases are treated as operating leases future instalments payable under finance leases
net of finance charges are included in borrowings with the corresponding asset values recorded in fixed assets and
depreciated over the shorter of their estimated useful lives or their lease terms lease payments are apportioned
between the finance element which is charged to the profit and loss account as interest and the capital element which
reduces the outstanding obligation for future instalments
payments under operating leases are charged to the profit and loss account on a straightline basis over the lease term
intangible
assets
tangible 
assets
leased
assets derivatives
and other
financial
instruments
deferred tax
share option
schemes
52 rentokil initial plc 
stocks and work in progress are stated at the lower of cost and net realisable value
provision is made in accordance with frs 12 for
vacant property  in respect of vacant and partly sublet leasehold properties to the extent that future 
rental payments are expected to exceed future rental income
environmental  for all known liabilities to remediate contaminated land on the basis of management’s 
best estimate of the costs of these liabilities
self insurance  for all claims incurred as at the balance sheet date based on actuarial assessments of these
liabilities
other provisions  for all other known liabilities which exist at the year end based on management’s best 
estimate as to the cost of settling these liabilities
the derivative instruments used by the group which are used solely for hedging purposes ie to offset foreign
exchange and interest rate risks comprise currency and interest rate swaps forward rate agreements and forward
foreign exchange contracts such derivative instruments are used to alter the risk profile of an existing underlying
exposure of the group in line with the group’s treasury policies
interest rate differentials under swap arrangements and forward rate agreements used to manage interest rate
exposures are recognised by adjustment to net interest payable premiums or discounts arising on the purchase of
derivative instruments are amortised over the shorter of the life of the instrument and the underlying exposure
currency swap agreements and forward foreign exchange contracts are valued at closing rates of exchange where the
borrowings are used to finance net overseas investments exchange differences are taken to reserves in accordance with
ssap 20 resulting gains andor losses are offset against foreign exchange gains or losses on the related borrowings or
where the instrument is used to hedge a committed future transaction are deferred until the transaction occurs
deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet
date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in
the future have occurred at the balance sheet date timing differences are differences between the taxable profits and
results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods
different from those in which they are recognised in the financial statements
a net deferred tax asset is regarded as recoverable and therefore recognised only when on the basis of all the available
evidence it can be regarded as more likely than not that there will be suitable profits from which the future reversal
of the underlying timing differences can be deducted
deferred tax is not recognised when fixed assets are sold and it is more likely than not that the taxable gain will be
rolled over being charged to tax only if and when the replacement assets are sold neither is deferred tax recognised
on overseas profits where there is no commitment to remit those profits to the uk
deferred tax is measured at the average rates that are expected to apply in the periods in which the timing differences
are expected to reverse based on tax rates and laws that have been enacted or substantively enacted by the balance
sheet date deferred tax is measured on a nondiscounted basis
own shares held in the rentokil initial employee share trust to satisfy obligations under the rentokil initial share option
schemes are carried at cost as part of fixed asset investments these amounts will be transferred to shareholders’ funds
in 2004 in accordance with uitf 38 published in december 2003 and effective for accounting periods ending on or after
22nd june 2004 if the cost of these shares were to exceed the anticipated proceeds on exercise of the options by
employees the excess will be written off to the profit and loss account in accordance with uitf 17
provisions
stocks
accounting policies rentokil initial plc 53
turnover profit net assets
2003 2002 2003 2002 2003 2002
restated
£m £m £m £m £m £m
geographic analysis
continuing operations
united kingdom 12054 11400 2195 2254 1388 991
continental europe 8063 7098 1711 1521 3526 3391
north america 3247 3344 168 205 643 672
asia pacific  africa
1
1347 1266 484 442 396 377
total continuing operations 24711 23108 4558 4422 5953 5431
discontinued operations 151 287 03 02  
24862 23395 4555 4420 5953 5431
less
associate asia pacific and africa 187 184    
franchisees uk 1012 879    
23663 22332 4555 4420 5953 5431
exceptional item note 3   117   
interest note 4   470 517  
net debt note 32     12079 12604
23663 22332 3968 3903 6126 7173
1
includes associates 187 184 36 36 116 113
business analysis
continuing operations
hygiene services
2
7581 6975 2026 1978 3259 2869
pest control 2244 2112 848 790 270 265
hygiene 9825 9087 2874 2768 3529 3134
security 5840 5426 581 525 286 286
facilities management services
2
4930 4733 352 364 301 324
tropical plants 1126 1196 178 209 529 554
conferencing 858 776 264 268 1277 1123
facilities management 6914 6705 794 841 2107 2001
parcels delivery 2132 1890 309 288 31 10
total continuing operations 24711 23108 4558 4422 5953 5431
discontinued operations 151 287 03 02  
24862 23395 4555 4420 5953 5431
less
associate hygiene 187 184    
franchisees parcels delivery 1012 879    
23663 22332 4555 4420 5953 5431
exceptional item note 3   117   
interest note 4   470 517  
net debt note 32     12079 12604
23663 22332 3968 3903 6126 7173
2
includes associates
hygiene 187 184 32 33 77 69
facilities management services   04 03 39 44
1 segmental
analysis
notes to the accounts 54 rentokil initial plc 
notes to the accounts
the analysis of turnover is based on the country in which the order is received and would not be materially different if
based on the country in which the customer is located turnover from franchisees and from an associate in asia have
been included to reflect the involvement by management in these businesses
interest and net debt are managed by the central treasury function and therefore it is not considered appropriate to
analyse these by segment
cost of sales and administrative expenses include in respect of businesses acquired during 2003 £158m and 
£32m respectively
during the year the group disposed of 5 noncore businesses with net assets of £63m after minority interests for a
consideration of £48m realising a loss on disposal of £02m after the write back of £17m of negative goodwill and
providing £04m to cover warranty claims in addition a further £115m relates to a charge against the recoverability of
deferred consideration regarding two businesses disposed of in 2000
consolidated
2003 2002
£m £m
loss on net assets of businesses sold 15 
negative goodwill written back from reserves 17 
provisions note 31 04 
02 
charge against recoverability of deferred consideration 115 
117 
interest payable on bank loans and overdrafts 727 752
interest payable on other loans 269 243
interest payable on finance leases 19 21
1015 1016
interest receivable 545 499
interest payable net 470 517
profit before tax is arrived at after chargingcrediting
staff costs note 26 11378 10813
depreciation of tangible fixed assets  owned assets 1521 1459
 under finance leases 95 102
excess depreciation written back on disposal of fixed assets 46 37
hire of machinery and equipment 127 130
other operating lease rentals 368 326
exchange gains  01
group audit fees and expenses of which the parent company was £04m 2002 £03m 25 23
fees paid to pricewaterhousecoopers llp for nonaudit services  uk 01 09
 overseas 03 03
fees for nonaudit services in 2003 represents amounts paid for taxation procurement it and accounting advice
1 segmental
analysis
continued
2 cost of
sales 
administrative
expenses
3 loss on
disposal of
businesses
4 interest
5 profit on
ordinary
activities
before
taxation rentokil initial plc 55
consolidated
2003 2002
£m £m
analysis of charge in the year
current tax
uk corporation tax at 30 2002 30 559 532
double tax relief 28 28
531 504
overseas taxation 693 605
share of associates 17 18
adjustment in respect of previous periods 174 110
1067 1017
deferred taxation
originating and reversal of timing differences 48 118
adjustment in respect of previous periods 63 89
15 29
total tax on profit on ordinary activities 1052 1046
factors affecting the current tax charge
profit on ordinary activities before tax 3968 3903
taxation on ordinary activities at relevant standard rates 1274 1260
disallowable expenses 20 16
nondeductible exceptional items 34 
tax losses brought forward 10 10
goodwill amortisation 40 39
adjustment in respect of previous periods 174 110
capital allowances in excess of depreciation 30 43
other timing differences 07 57
current tax charge for the year 1067 1017
as a substantial proportion of profits are generated outside the uk the standard rate of tax has been determined as
the weighted average of the standard rates of tax in each of the different countries where profits are generated the
relevant rates were 321 in 2003 and 323 in 2002
based on current capital investment plans the group expects to continue to be able to claim capital allowances 
and goodwill deductions in excess of depreciation in future years 
consolidated
and parent
2003 2002
£m £m
interim dividend paid 175p 2002 158p per 1p share 311 284
final dividend proposed 435p 2002 395p per 1p share 790 732
1101 1016
the trustees of the rentokil initial employee share trust have waived their right to receive dividends on shares held by
the trust for the benefit of participants in employee share schemes accordingly dividends amounting to £05m 
2002 £05m in respect of the company’s shares held by the trust have been deducted in arriving at the aggregate 
of dividends paid and proposed
of the profit attributable to shareholders a surplus of £2336m 2002 £4205m is dealt with in the accounts of 
rentokil initial plc under s230 of the companies act 1985 a profit and loss account for the company alone is 
not presented 
6 tax on
profit on
ordinary
activities
7 equity
dividends
8 profits of
holding
company 56 rentokil initial plc 
10 intangible
assets
notes to the accounts
basic earnings per share is calculated by dividing the earnings attributable to shareholders by the weighted average
number of shares in issue during the year excluding those held in the rentokil initial employee share trust for uk
employees note 12 where dividends have been waived
for adjusted earnings per share the profit attributable to shareholders is adjusted for the exceptional loss on disposal
of businesses note 3 and is presented to reflect the ongoing performance of the group 
for diluted earnings per share the weighted average number of shares in issue is adjusted to assume conversion of all
dilutive potential shares the company has only one category of dilutive potential shares being those share options granted
to employees where the exercise price is less than the average market price of the company’s shares during the year
basic eps
2003 2002
£m £m
profit attributable to shareholders £2901m £2846m
weighted average number of shares 18326m 18973m
earnings per share 1583p 1500p
adjusted eps
2003 2002
£m £m
profit attributable to shareholders £2901m £2846m
add back loss on disposal of businesses note 3 £117m 
adjusted profit attributable to shareholders £3018m £2846m
weighted average number of shares 18326m 18973m
adjusted earnings per share 1647p 1500p
diluted eps
2003 2002
£m £m
profit attributable to shareholders £2901m £2846m
weighted average number of shares 18326m 18973m
effect of share options 25m 73m
adjusted average number of shares 18351m 19046m
diluted earnings per share 1581p 1494p
consolidated
2003
£m
goodwill at 1st january 1770
exchange adjustments 19
businesses acquired note 30 168
goodwill at 31st december 1957
under the provisions of the accounting policy set out on page 51 goodwill is carried as an intangible asset on the
balance sheet the directors have reviewed these acquisitions and have determined that as service businesses which are
not subject to high volatility in fashions or markets demand for these services is likely to continue for the foreseeable
future hence neither the value of these businesses nor the associated goodwill have a measurable useful economic life
and the goodwill is therefore not being amortised the useful economic lives and values of the businesses and goodwill
were reassessed as at 31st december 2003 
9 earnings 
per share rentokil initial plc 57
£m £m £m £m
consolidated
cost 
at 1st january 2003 2967 6102 3598 12667
exchange adjustments 53 342 63 458
additions at cost 159 1285 469 1913
on acquisition note 30 26 31 03 60
disposal of businesses note 31 26 50 33 109
disposals 65 1052 481 1598
at 31st december 2003 3114 6658 3619 13391
aggregate depreciation
at 1st january 2003 449 3721 2254 6424
exchange adjustments 24 206 39 269
disposal of businesses note 31 07 28 20 55
depreciation 43 1206 367 1616
disposals 10 1034 447 1491
at 31st december 2003 499 4071 2193 6763
net book value at 31st december 2003 2615 2587 1426 6628
net book value at 31st december 2002 2518 2381 1344 6243
finance leased assets included above
cost 225 77 396 698
aggregate depreciation 42 54 179 275
net book value at 31st december 2003 183 23 217 423
parent
cost
at 1st january 2003 20 61 52 133
additions at cost 01 01 17 19
intergroup transfers  06 06
disposals  15 15
at 31st december 2003 21 62 48 131
aggregate depreciation
at 1st january 2003 10 41 31 82
depreciation 01 01 12 14
intergroup transfers  
disposals  11 11
at 31st december 2003 11 42 32 85
net book value at 31st december 2003 10 20 16 46
net book value at 31st december 2002 10 20 21 51
finance leased assets included above
cost  11 11
aggregate depreciation  05 05
net book value at 31st december 2003  06 06
11 tangible
fixed assets
land and
buildings
plant
equipment
 tropical
plants
vehicles
and office
equipment total 58 rentokil initial plc 
13 stocks
notes to the accounts
consolidated parent
2003 2002 2003 2002
£m £m £m £m
analysis of net book value of land and buildings
freehold 2245 2385  
leasehold  over 50 years unexpired 38 43  
leasehold  under 50 years unexpired 332 90 10 10
2615 2518 10 10
subsidiary undertakings
at 1st january   16245 7496
additions in the year   16 8749
at 31st december   16261 16245
the additions in the year represents additional shares purchased in an existing subsidiary company
a list of principal subsidiary undertakings is given on pages 74 and 75 a full list of subsidiary and associated
undertakings as at 31st december 2003 will be annexed to the company’s next annual return 
associated undertakings
at 1st january 113 120  
exchange adjustments 03 05  
share of profits retained 19 18  
dividends 13 20  
at 31st december 116 113  
the associates principally comprise the group’s 49 interest in the common stock of nippon calmic limited japan and
a 49 interest in rezayat sparrow arabian crane hire co ltd saudi arabia
other investments
investment in own shares 120 124 120 124
other 01 01  
121 125 120 124
investment in own shares represents 80m nominal value £01m shares held by the rentokil initial employee share
trust the market value of these shares at 31st december 2003 was £153m dividend income from and voting rights
on the shares held by the trust have been waived the dividend charge and the earnings per share have been adjusted
accordingly
total investments 237 238 16381 16369
raw materials 96 88  
work in progress 32 35  
finished products 324 331  
452 454  
11 tangible
fixed assets
continued
12 investments  rentokil initial plc 59
consolidated parent
2003 2002 2003 2002
restated
£m £m £m £m
amounts falling due within one year
trade debtors 3693 3708  06
amounts owed by subsidiaries   1715 5801
other debtors 338 356 150 405
prepayments and accrued income 487 443 126 
dividends due from subsidiaries   01 04
4518 4507 1992 6216
2002 other debtors payments and accrued income have been restated to make them comparable with the classifications
being used from 2003 there is no change to the overall total within debtors as a result of this reclassification
amounts falling due after more than one year
convertible loan note 1430 1340  
pension scheme prepayments note 27 149 194  
other debtors 97 230 26 26
1676 1764 26 26
the convertible loan note was received in 2000 as part consideration for the disposal of a business note 20 this note
was previously held in other investments and has been reclassified as a debtor due after more than one year with the
prior year comparatives represented accordingly this reflects the continuing intention to hold this loan note to maturity
in 2008 and the likelihood that the equity conversion option will not be exercised the pension scheme prepayments
reflect the difference between contributions paid and pension costs charged to date
trade creditors 1336 1320  
amounts owed to subsidiaries    4768
corporation tax 1554 1491 20 
other tax and social security payable 828 789 36 47
other creditors 905 968 380 469
accruals and deferred income 2126 2074 09 
deferred consideration on acquisitions 10 05  
dividends payable 790 732 790 732
7549 7379 1235 6016
2002 deferred income and corporation tax have been restated following the adoption of application note g which was
issued as an amendment to frs 5 in november 2003 accruals and other creditors have been restated to make them
comparable with the classifications being used from 2003 there was no change to overall total within creditors as a
result of this second reclassification
consolidated parent
2003 2002 2003 2002
£m £m £m £m
unsecured bank loans and overdrafts 128 09  
other unsecured loans 582 533 582 530 
finance lease obligations 119 108 03 03
829 650 585 533
interest on bank loans and overdrafts and on other loans due within one year which are denominated in a number of
currencies is payable at normal commercial rates appropriate to the country in which the borrowing is made
other unsecured loans include £582m 2002 £530m of notes issued under the company’s m25bn euro medium term
note programme which are more fully described in note 20
14 debtors
15 creditors
due within 
one year
16 bank 
and other
borrowings
due within 
one year 60 rentokil initial plc 
notes to the accounts
interest on bank loans and overdrafts and on other loans due within one year which are denominated in a number of
currencies is payable at normal commercial rates appropriate to the country in which the borrowing is made
other unsecured loans include £582m 2002 £530m of notes issued under the company’s m25bn euro medium term
note programme which are more fully described in note 20
consolidated parent
2003 2002 2003 2002
£m £m £m £m
deferred consideration on acquisitions 02 03  
other creditors 102 94  
104 97  
secured bank loans and overdrafts 08 09  
unsecured bank loans and overdrafts 7125 8113 7039 7352
7133 8122 7039 7352
other unsecured loans 6631 6086 6631 6064
finance lease obligations 214 211 04 04
13978 14419 13674 13420
borrowings are repayable by instalments
between one and two years 2293 2962 2137 2121
between two and five years 11657 8914 11537 8799
over five years 28 2543  2500
13978 14419 13674 13420
other unsecured loans include £6631m 2002 £6064m of notes issued under the company’s m25bn euro medium term
note programme which are more fully described in note 20
interest on borrowings which are denominated in a number of currencies is payable at normal commercial rates
appropriate to the country in which the borrowing is made the last repayment on all borrowings falls due in the year 2009
bank loans amounting to £08m 2002 £09m are secured on certain assets of the group
borrowings repayable by instalments over five years include £18m 2002 £26m in respect of finance leases 
£m £m £m £m £m £m
consolidated
at 1st january 2003 415 355 439 79 809 2097
prior year adjustment on adoption of 
amendment to frs 5   28 28
at 1st january 2003 restated 415 355 439 79 781 2069
exchange adjustments  10 21  29 02
additions during the year  153 08  161
utilised in year 29 60 143 05  237
transfer to current taxation   121 121
acquired with acquisitions note 30   02 02
chargecredit to profit and loss account  02 11  15 06
at 31st december 2003 386 283 439 82 672 1862
17 creditors
due after
more than 
one year
18 bank 
and other
borrowings
due after
more than 
one year
vacant
properties
environ
mental
self
insurance other
deferred
tax total
19 provisions
for liabilities
and charges
16 bank 
and other
borrowings
due within 
one year
continued rentokil initial plc 61
19 provisions
for liabilities
and charges
continued
£m £m £m £m £m £m
parent
at 1st january 2003  07  11 18
credit to profit and loss account  01  11 12
at 31st december 2003  06   06
vacant properties
the group has a number of vacant and partly sublet leasehold properties with the majority of the head leases expiring
before 2020 provision has been made for the residual lease commitments together with other outgoings after taking
into account existing subtenant arrangements and assumptions relating to later periods of vacancy 
environmental
the group owns a number of properties in the uk europe and the usa where there is land contamination and
provisions are held for the remediation of such contamination
self insurance
the company purchases external insurance from a portfolio of international insurers for its key insurable risks in order
to limit the maximum potential loss that the company could suffer in any one year individual claims are met in full by
the company up to agreed selfinsured limits in order to limit volatility in claims
the calculated cost of selfinsurance claims based on an actuarial assessment of claims incurred at the balance 
sheet date is accumulated as claims provisions the annual review of these provisions by external actuaries resulted 
in an increase in the reserves and in the insurance charge to the profit and loss account in the year of £11m 
2002 £10m  credit
other provisions
other provisions principally comprise amounts required to cover obligations arising warranties given and costs relating
to disposed businesses
consolidated parent
2003 2002 2003 2002
restated
£m £m £m £m
deferred tax
provision for deferred tax comprises
accelerated capital allowances 542 527  03
other 130 254  08
672 781  11
unprovided deferred tax assets in respect of unutilised tax losses amount to £91m 2002 £115m deferred tax assets
have not been recognised due to the uncertainty regarding their utilisation
vacant
properties
environ
mental
self
insurance other
deferred
tax total 62 rentokil initial plc 
notes to the accounts
the group’s objectives policies and strategy for holding financial instruments are discussed in the financing strategy and
structure section of the finance director’s review on page 17
short term debtors and creditors
in accordance with frs 13 short term debtors and creditors have been excluded from all the following disclosures other
than the currency disclosures
interest rate risk profile of financial liabilities
after taking account of the various interest and currency swaps entered into by the group the interest rate risk profile
of the group’s financial liabilities was
2003 2002
£m £m £m £m £m £m £m £m
sterling 10715 16 382 11113 11180 16 411 11607
other european currencies 3679 09 02 3690 3424 14 03 3441
us and canadian dollars 317 02  319 355   355
other currencies 69   69 85  01 86
14780 27 384 15191 15044 30 415 15489
the currency and interest rate swaps undertaken by the company have the effect of reclassifying the underlying
borrowings’ currency andor its interest rate basis as follows
2003 2002 2003 2002
£m £m £m £m
sterling 1202 445 2500 2500
other european currencies 1097 315 3511 3249
other currencies 105 130  
  6011 5749
financial liabilities on which no interest is paid comprise leases on vacant properties and deferred consideration all
creditors falling due within one year other than bank and other borrowings and provisions other than contracted
future vacant properties costs are excluded from the above table either because they are short term items or they are
not financial liabilities as defined in frs 13
weighted average interest rate and period of financial liabilities
2003 2002 2003 2002 2003 2002
sterling 49 49   53 57
other european currencies 68 68 04 27 17 08
us and canadian dollars 70  33   
  10 27 52 57
perpetual debentures issued in the name of bet ltd with a value of £16m 2002 £16m have been excluded from
the above average period analysis due to their perpetual nature
floating rate financial liabilities bear interest at rates based on the relevant national borrowing rate benchmark
equivalents eg  £ libor which are fixed in advance usually for periods of between one and twelve months
20 derivatives
and other
financial
instruments
floating
rate 
fixed
rate 
non
interest
bearing total
floating
rate 
fixed
rate 
non
interest
bearing total
currency swap
interest rate swap
fixed rate to
floating rate
non interest bearing
financial liabilities
weighted average
period until
maturity 
number of years
fixed rate financial
liabilities weighted
average period for
which rate is fixed 
number of years
fixed rate financial
liabilities weighted
average interest
rate 
 rentokil initial plc 63
20 derivatives
and other
financial
instruments
continued
interest rate risk profile of financial assets
2003 2002
restated
£m £m £m £m £m £m £m £m
sterling 1862 1580 19 3461 1707 1582 93 3382
other european currencies 466  04 470 313   313
us and canadian dollars 139 05  144 183 05  188
other currencies 121  04 125 124   124
2588 1585 27 4200 2327 1587 93 4007
floating rate cash earns interest at commercial rates in line with local market practice central treasury companies invest
all significant cash surpluses in major currencies £ us and euro at money market rates
fixed rate cash deposits include £135m 2002 £156m invested in uk and us government bonds which are held 
by the group’s insurance operations in accordance with local insurance regulations and are used to meet insurance
liabilities as they fall due the weighted average interest rate earned is 60 2002 63 and the weighted average
rate is fixed for 10 years 2002 18 years
short term deposits are placed with banks usually for maturities of up to six months and earn interest at market rates
related to the currency and the sums invested
fair values of financial assets and financial liabilities
book fair book fair
value value value value
2003 2003 2002 2002
restated restated
£m £m £m £m
primary financial instruments held or issued to finance the group’s operations
short term borrowings
medium term notes issued 582 615 530 530
other borrowings 247 247 120 120
829 862 650 650
long term borrowings
medium term notes issued 6631 6797 6064 6246
other borrowings 7347 7347 8355 8355
13978 14144 14419 14601
other financial liabilities 384 384 420 420
other debtors  convertible note 1430 1146 1358 1358
fixed rate deposits  government gilts 135 135 156 158
cash and short term deposits 2591 2591 2309 2309
debtors  deferred considerationdisposal notes 44 44 184 184
derivative financial instruments held or issued to hedge the interest rate on existing borrowings and currency
exposure on expected future sales and purchases
net interest rate and currency swaps  306  263
forward foreign currency contracts   03
floating
rate 
fixed
rate 
non
interest
bearing total
floating
rate 
fixed
rate 
non
interest
bearing total 64 rentokil initial plc 
notes to the accounts
the table opposite provides a comparison by category of the carrying amounts and the fair values of the group’s
financial assets and financial liabilities at 31st december 2003 and 2002 fair value is the amount at which a financial
instrument could be exchanged in an arm’s length transaction between informed and willing parties other than a
forced or liquidation sale and excludes accrued interest where available market values have been used to determine
fair values where market values are not available fair values have been calculated by discounting expected cash flows
at relevant interest and exchange rates
the company has issued the following medium term notes under its m25bn euro medium term note programme
currencyamount interest coupon maturity date
m50m floating rate  3 month euribor 04375 71004
m13m floating rate  3 month euribor 031 11104
m25m floating rate  3 month euribor 020 11204
¥2000m fixed rate  040 pa 240305
m75m floating rate  3 month euribor 035 171105
m500m fixed rate  575 pa 210507
£250m fixed rate  6125 pa 191108
the aggregate book and fair values for these notes are reflected in the opposite table
the fair value of other short term borrowings and long term borrowings under which short term drawings are made under
committed credit facilities which mature in october 2006 approximate to their book values given their short term maturity
other debtors include a balance of £1430m 2002 restated £1358m in respect of a convertible loan note issued by
ashtead group plc “ashtead” in partial consideration for their purchase of our former us plant services business the
note has a final maturity date of 31st march 2008 and interest accrues at 525 per annum at 31st december 2003 £90m
2002 restated £18m of this balance is represented by accrued interest
in march 2003 the board of ashtead announced that it had defaulted under its banking arrangements as a direct result
of uncertainties in the current and prior year reported results of its us sunbelt rental business these uncertainties have
since been resolved ashtead has also taken a number of steps to improve its financial reporting controls and has also re
negotiated its mediumterm financing agreements to resolve the existing defaults thereunder as part of these steps on
30th may 2003 the convertible note holder bet ltd agreed to certain amendments to the original terms of the
convertible note these amendments included the deferral of the interest payments due for the period 1st april 2003 to
31st january 2005 until the earlier of 31st january 2005 or the date of a full refinancing of ashtead’s senior debt interest
continues to accrue at the original note rate of 525pa compounding on the respective original interest repayment
due dates a refinancing fee of £15m will also be payable by ashtead on the earlier of 31st january 2005 or the date of
a full refinancing of ashtead’s senior debt
on 22nd january 2004 ashtead announced its interim results for the six months to 31st october 2003 and updated the
market on its trading prospects these indicated both a gradually improving trading position and continuing emphasis on
cash flow generation from operations and selective noncore asset disposals ashtead also stated that it continued to
examine options for refinancing their bank facilities and remain confident that they will do so well before january 2005
particularly given the favourable indicators seen regarding the economic recovery in the usa ashtead also said that whilst
no guarantee could be given that they would be able to refinance they would as time progresses review other options
in parallel to facilitate repayment of their facilities since their recent trading announcement the ashtead share price has
risen from 180p to 300p as at the date of this report on 24th march 2004 ashtead announced the appointment of
deloitte  touche llp as their auditors upon the resignation of the previous auditors pricewaterhousecoopers llp
20 derivatives
and other
financial
instruments
continued rentokil initial plc 65
20 derivatives
and other
financial
instruments
continued
in accordance with frs 13 disclosure requirements a fair value of £1146m 2002 restated £1358m has been ascribed to
the convertible note this has been calculated after discounting the cash flows of the note in accordance with the
conditions prevailing at 31st december 2003 at the then market interest rates and after due adjustment for credit risk 
no fair value sum has been ascribed to the equity conversion option given that the option conversion strike price of £150
is at significant variance to ashtead’s share price at 31st december 2003 of 155p
the company will continue to monitor any further announcements by ashtead and take any steps as may be required in
the future to protect the note holder’s legal rights
debtors include £19m 2002 £94m of interest bearing and £25m 2002 £90m of non interest bearing notes and
deferred consideration received in respect of noncore business disposals the notesdeferred consideration have final
maturities between 2004 and 2008 although earlier repayments may be precipitated under the terms of the respective
disposal notessale agreements
the group does utilise foreign currency short term and long term borrowings to hedge overseas acquisitions and
investments any differences between the book values and the fair values for these borrowings are shown on page 63
currency exposures
as explained in the finance director’s review on page 17 the group’s currency borrowings including those held in its
main operating businesses are used to hedge the exchange effects arising from the retranslation of its net overseas
investments gains and losses arising on net overseas investments and the currency borrowings used to hedge the
currency exposures are recognised in the statement of total recognised gains and losses in accordance with ssap 20
the group’s businesses provide goods and services in their local economies sourced predominately from the local
economies as a consequence the group’s businesses do not have any material transactional currency exposures nor any
material foreign currency assets or liabilities by reference to their reporting currencies such foreign exchange
differences which do arise on retranslation of these assets and liabilities are taken to the profit and loss account of the
group companies and the group 2003 £nil 2002 £01m
hedges
other than the gains and losses on net interest rate and currency swaps noted in the fair value table on page 63 there are
no material unrecognised or deferred gains or losses at either year end in respect of financial instruments used as hedges
maturity of financial liabilities
the maturity profile of the carrying amount of the group’s financial liabilities other than short term trade creditors and
accruals at 31st december was as follows
2003 2002
£m £m £m £m £m £m £m £m
within one year 
or on demand 710 119 57 886 542 108 54 704
between one 
and two years 2196 97 85 2378 2877 85 85 3047
between two 
and five years 11558 99 98 11755 8814 100 110 9024
over five years 10 18 144 172 2517 26 171 2714
14474 333 384 15191 14750 319 420 15489
other financial liabilities include £382m 2002 £410m in respect of vacant property provisions related to underlying
onerous lease contracts
loans
finance
leases
other
financial
liabilities total loans
finance
leases
other
financial
liabilities total 66 rentokil initial plc 
notes to the accounts
20 derivatives
and other
financial
instruments
continued
borrowing facilities
the group had the following undrawn committed borrowing facilities available at 31st december in respect of which
all continuing conditions precedent had been met at that date
consolidated
2003 2002
£m £m
expiring between one and two years 4111 3263
expiring between two and five years 07 81
4118 3344
consolidated parent
2003 2002 2003 2002
£m £m £m £m
ordinary shares of 1p each
authorised  4100000000 shares 410 410 410 410
issued and fully paid
at 1st january  1860943836 shares 186 195 186 195
own shares purchased and cancelled  38686220 shares 04 09 04 09
share options exercised  2112787 shares    
at 31st december  1824370403 shares 182 186 182 186
the company purchased 387 million 2002 924 million of its own shares in the market under the authorities conferred
by shareholders the total consideration paid including £04m 2002 £14m of expenses was £731m 2002 £2375m
which has been charged against the company’s distributable reserves these shares were cancelled after purchase and
an amount equal to the nominal value of the share capital has been transferred to a capital redemption reserve 
note 23
at 31st december 2003 the following options had been granted and remain outstanding in respect of the company’s
ordinary shares of 1p each under the company’s share option schemes
savingsrelated scheme uk 1998 356000 20012004 534656
2001 204000 20042007 1819339
2353995
executive schemes 1994 116000122165 19972004 216292
1995 121984156867 19982005 1990278
1996 201135 19992006 1856674
1997 204634 20002007 3945086
1998 371670 20012008 3381760
1999 270000 20022009 4760100
2000 156500 20032010 8067928
2001 205250 20042011 7113811
2002 266750 20052012 5133807
2003 204500 20062013 4688316
total 43508047
total consideration of £29m 2002 £52m was received by the company during 2003 on the exercise of options
granted
exercise
price pence
exercise
period
number
of shares
21 share
capital rentokil initial plc 67
consolidated parent
2003 2002 2003 2002
£m £m £m £m
at 1st january 463 411 463 411
premium on shares issued during the
year under the share option schemes 29 52 29 52
at 31st december 492 463 492 463
at 1st january 192 183 192 183
own shares purchased and cancelled note 21 04 09 04 09
at 31st december 196 192 196 192
at 1st january 82 54  
exchange adjustments 05 04  
transfer from profit and loss account note 25 02 24  
at 31st december 89 82  
other reserves represent amounts set aside in compliance with local laws in certain countries where the group operates
at 1st january 8159 7310 3664 2857
exchange adjustments 41 123 82 07
profit for the year retained 1800 1830 1235 3189
own shares purchasedcancelled note 21 731 2375 731 2375
transfer to other reserves note 24 02 24  
negative goodwill written back on disposals note 3 17   
7150 8002 4086 3664
prior year adjustment on adoption of amendment to frs 5  157  
at 31st december 7150 8159 4086 3664
included in exchange adjustments are losses amounting to £240m 2002 £120m arising from borrowings denominated
in foreign currencies designated as hedges of net overseas investments
the balance of goodwill previously written off against consolidated reserves is £24208m 2002 £24191m
consolidated
2003 2002
£m £m
staff costs of the group during the year
wages and salaries 9810 9448
social security costs 1416 1241
other pension costs note 27 152 124
11378 10813
2003 2002
number number
average monthly numbers of people employed by the group during the year
service 84752 83184
selling 3322 3201
administration 5990 6062
94064 92447
22 share
premium
account
23 capital
redemption
reserve
24 other
reserves
25 profit and
loss account
26 employees 68 rentokil initial plc 
notes to the accounts
emoluments of directors of rentokil initial plc included in the staff costs above are summarised below further details
are given in the remuneration report on page 37
consolidated
2003 2002
£000 £000
fees 473 174
remuneration as managers and costs of pension and life assurance schemes 1876 3243
2349 3417
the group operates a number of pension schemes around the world covering many of its employees the major schemes
are of the defined benefit type with assets held in separate trustee administered funds
the principal scheme in the united kingdom is the rentokil initial pension scheme which has a number of defined
benefit sections which are now closed to new entrants and a defined contribution section
actuarial valuations of the uk scheme are carried out every three years the most recent actuarial valuation was at 1st
april 2002 it was carried out using the projected unit method and the principal assumptions made by the independent
professional actuary were that pensions would increase by either 27 per annum or 36 per annum pensionable
salaries would increase by 38 per annum and pensions would be discounted back to the valuation date using discount
rates of 67 per annum for the period after retirement and 72 per annum for the period before retirement
the market value of the scheme’s assets totalled £6139m as at 1st april 2002 however for the purposes of the
valuation the assets were adjusted by £556m to reflect the underperformance of the scheme’s actual investments
relative to a portfolio of bonds over the preceding three years the combined value of the assets and the above
smoothing adjustment represented 115 of the value of the benefits accrued to members after allowing for expected
future increases in pensionable salaries and pensions
in light of the results of the 2002 actuarial valuation the company is resuming contributions to the defined benefit
sections of the scheme of approximately £80m in march 2004 thereafter it is anticipated that further annual payments
will be necessary currently estimated to be £120m in march 2005
the worldwide pension cost for the group was £152m 2002 £124m of which £45m 2002 £31m related to the
group’s total uk pension cost which was calculated using the same assumptions as above the above uk pension cost
makes allowance for a credit of £50m in respect of experience surpluses that are being recognised over 11 years the
average future service lives of employees in the scheme there is a prepayment of £149m see note 14 in the group’s
balance sheet 2002 £194m in respect of the uk scheme resulting from the difference between contributions paid and
pension costs charged to date
the additional disclosures required under frs 17 are shown below these relate only to the main uk scheme but they
would not be materially different if they included the defined benefit schemes which operate in other countries
the numbers shown in this disclosure have been based on the most recent actuarial valuation of the uk scheme as at 1st
april 2002 updated by an independent qualified actuary to take account of the requirements of frs 17 in order to assess
the liabilities of the scheme at 31st december 2003 scheme assets are stated at their market values at 31st december 2003
actuarial assumptions
2003 2002 2001
pa pa pa
discount rate 56 575 59
rate of increase in salaries excluding promotion 30 33 40
rate of price inflation 25 23 25
rate of increase to pensions in payment 35 35 35
27 pension
commitments
26 employees
continued rentokil initial plc 69
assets in the scheme and their expected rates of return
2003 2003 2002 2002 2001 2001
pa £m pa £m pa £m
equities 83 4210 80 3864 79 4834
government bonds 48 1159 45 966 49 1248
total market value 5369 4830 6082
value of scheme assets and liabilities
2003 2002 2001
£m £m £m
market value of scheme assets 5369 4830 6082
present value of scheme liabilities 7242 6390 5890
deficitsurplus in the scheme 1873 1560 192
related deferred tax assetliability 562 468 57
net pension liability asset 1311 1092 135
if the amounts in the previous table had been recognised in the financial statements the group’s net assets and profit and
loss account reserve at 31st december would be as follows
2003 2002 2001
restated
£m £m £m
net liabilities
net liabilities 6126 7173 6411
adjust for ssap 24 prepayment net of deferred tax 104 136 158
net liabilities excluding ssap 24 pension asset 6230 7309 6569
frs 17 pension liabilityasset net of deferred tax 1311 1092 135
net liabilities including frs 17 pension liabilityasset 7541 8401 6434
reserves
profit and loss account reserve 7150 8159 7310
adjust for ssap 24 prepayment net of deferred tax 104 136 158
profit and loss account reserve excluding ssap 24 pension asset 7254 8295 7468
frs 17 pension liabilityasset net of deferred tax 1311 1092 135
profit and loss account reserve including frs 17 pension liabilityasset 8565 9387 7333
the amount charged to operating profit and finance costs had frs 17 been operative is as follows
2003 2002
£m £m
operating costs
current service cost 138 127
other finance items
interest on scheme liabilities 359 343
expected return on scheme assets 343 434
16 91
net pension cost under frs 17 154 36
27 pension
commitments
continued long term 
rate of
return
expected 
as at 31st
december
value as
at 31st
december 
long term 
rate of
return
expected 
as at 31st
december 
value as
at 31st
december 
long term 
rate of
return
expected 
as at 31st
december 
value as 
at 31st
december  70 rentokil initial plc 
notes to the accounts
the amount recognised in the statement of total recognised gains and losses had frs 17 been operative is as follows
actual return less expected return on scheme assets 465 87 1442 299
experience gains and losses arising on scheme liabilities 13 02 255 39
changes in assumptions underlying the present value 
of the scheme liabilities 611 84 19 03
actuarial loss recognised in the strgl 159 1716
movement in deficitsurplus during the year
2003 2002
£m £m
deficitsurplus in scheme at 1st january 1560 192
current service cost 138 127
contributions  
past service cost  
other finance costincome 16 91
actuarial loss 159 1716
deficit at 31st december 1873 1560
the group has lease agreements in respect of properties vehicles plant and equipment the payments for which extend
over a number of years the minimum annual rentals are
2003 2003 2003 2002
£m £m £m £m
operating leases which expire
within one year 26 24 50 40
between two and five years 118 120 238 203
after five years 155 15 170 138
299 159 458 381
consolidated
2003 2002
£m £m
reconciliation of operating profit to net cash inflow from operating activities
operating profit 4519 4384
depreciation charge net of recovery on disposals 1570 1524
increase in stocks 02 05
decreaseincrease in debtors 138 54
decrease in creditors and provisions 122 90
net cash inflow from operating activities 6103 5759
27 pension
commitments
continued
28 operating
lease
commitments
land and
buildings
other
operating
leases total total
29
consolidated
cash flow
from
operating
activities
2003 
£m
2002
£m
 of scheme
assets
liabilities as
applicable
 of scheme
assets
liabilities as
applicable rentokil initial plc 71
the group purchased 9 companies and businesses as set out on page 76 for a total consideration of £222m which
together with adjustments for deferred consideration resulted in a cash outflow of £212m as shown below also shown
below are the adjustments made to the asset values acquired in order to bring these into line with the group’s own
accounting policies these adjustments are provisional and will be finalised next year there were no adjustments
required in respect of acquisitions made last year
consistency of
book accounting net
value policy assets
2003 2003 2003
£m £m £m
tangible fixed assets 59 01 60
stocks 09  09
cash 06  06
debtors 60  60
tax 01 04 03
creditors 51  51
provisions 02  02
debt 25  25
net assets acquired 57 03 54
goodwill 168
consideration 222
consideration deferred to future periods 09
consideration deferred from prior periods 05
cash acquired 06
cash outflow 212
from the dates of acquisition to 31st december 2003 these acquisitions contributed £209m to turnover £19m to profit
before interest and £13m to profit after interest
the group disposed of 5 businesses during the year for gross proceeds of £54m £48m after costs paid of £06m but
before provisions of £04m
consolidated
2003
£m
tangible fixed assets 54
stocks 11
cash 02
debtors 32
tax 01
creditors 19
debt 10
net assets disposed 69
minority interest 06
negative goodwill written back from reserves note 25 17
loss on disposal 02
provisions 04
consideration 48
consideration deferred to future periods 25
consideration deferred from prior periods 43
cash disposed 02
cash inflow 64
30
acquisitions 
31 disposals  72 rentokil initial plc 
cash and borrowings borrowings net
deposits under 1 year over 1 year debt
£m £m £m £m
at 1st january 2003 2465 650 14419 12604
change in net cash in the year 385 421  806
acquisitions note 30  25  25
disposals note 31  10  10
movements in deposits and loans 130 576 674 32
finance lease movements  08 05 03
exchange adjustments 08 01 238 231
at 31st december 2003 2728 829 13978 12079
the group has contingent liabilities of £30m 2002 £60m relating to guarantees in respect of third parties and the
company has guaranteed bank and other borrowings of subsidiaries amounting to £08m 2002 £15m the group has
commitments amounting to approximately £67m 2002 £159m under forward foreign exchange contracts entered
into in the ordinary course of business
the company and certain subsidiary companies have in the normal course of business given performance guarantees
in respect of the group’s own contracts and in connection with the disposal of businesses have assumed certain
contingent obligations in addition there are contingent liabilities in respect of litigation none of these matters is
expected to give rise to any material loss
consolidated parent
2003 2002 2003 2002
£m £m £m £m
expenditure authorised by the directors
contracts placed 109 133  
contracts not yet placed 156 269  
265 402  
the company has taken advantage of the exemption not to disclose transactions with 90 to 100 owned subsidiaries
there are no related party transactions in respect of associated undertakings or material related party transactions in
respect of a 75 owned subsidiary undertaking
the company has purchased a further 74m of its own shares for £138m during the period from the end of the year to
24th march 2004 the date these financial statements were approved by the board 
the company has made a further four acquisitions during the period from the end of the year to 24th march 2004 the
date these financial statements were approved by the board
32
reconciliation
of movement
in net debt
33 contingent
liabilities
34
commitments
for capital
expenditure
35 related
parties
notes to the accounts
36 post
balance 
sheet events rentokil initial plc 73 74 rentokil initial plc 
at 31st december 2003
united kingdom
dudley industries ltd 
initial a to z couriers ltd 
initial aviation security ltd 
initial building services ltd 
initial catering services ltd 75 
initial city link ltd 
initial electronic security systems ltd 
initial hospital services ltd 
initial security ltd 
initial style conferences ltd 
rentokil initial management services ltd 
rentokil initial services ltd 
rentokil initial uk ltd 
rentokil initial uk cleaning ltd 
rentokil insurance ltd 
rentokil it hygiene ltd 
rentokil office solutions ltd 
retail cleaning services ltd 51 
australia
rentokil initial pty ltd 
austria
rentokil initial gmbh 
bahamas
rentokil initial bahamas ltd
barbados
rentokil initial barbados ltd
belgium
initial security nv 
initial textiles nv 
rentokil initial nv 
rentokil tropical plants nv 
canada
rentokil initial canada ltd 
czech republic
initial ecotex sro 
denmark
rentokil initial as 
eire
rentokil initial ltd 
fiji
rentokil initial ltd 
finland
oy rentokil initial ab 
france
initial btb sa 97 
initial delta sécurité sa 
rentokil initial sa 
french west indies
rentokil initial martinique sarl
germany
initial textil service gmbh  co kg 
rentokil initial gmbh 
greece
rentokil initial hellas epe 
guernsey ci
felcourt insurance co ltd 
guyana
rentokil initial guyana ltd
hong kong
rentokil initial hong kong ltd 
indonesia
pt calmic indonesia 
pt rentokil indonesia 
italy
rentokil initial italia spa 
principal operating subsidiary and associated undertakings
subsidiary
undertakings rentokil initial plc 75
jamaica
rentokil initial jamaica ltd
kenya
rentokil initial kenya ltd
luxembourg
rentokil luxembourg sarl 
malaysia
rentokil initial m sdn bhd 
netherlands
initial dienstverlening nederland bv 
initial hokatex bv 
initial varel security bv 
rentokil initial bv 
new zealand
rentokil initial ltd 
norway
rentokil initial norge as 
philippines
rentokil initial philippines inc 
portugal
rentokil initial portugalservicos de 
proteccao ambiental lda 
singapore
rentokil initial singapore pte ltd 
south africa
rentokil initial pty ltd 
south korea
yu yu calmic co ltd 50 
spain
initial gaviota sa 
limpiezas initial sa 
rentokil initial espana sa 
sweden
rentokil initial ab 
switzerland
rentokil initial ag 
taiwan
rentokil initial singapore pte ltd taiwan branch 
tanzania
rentokil initial tanzania ltd
thailand
rentokil initial thailand ltd 
trinidad
rentokil initial trinidad ltd 
usa
initial contract services inc 
initial healthcare services llc 
initial tropical plants inc 
premier resorts international inc 
rentokil inc  pest control services 
stanley smith security inc 
zimbabwe
unifreight ltd 
subsidiary
undertakings
continued
japan
nippon calmic ltd 49 
saudi arabia
rezayat sparrow arabian crane hire co ltd 49 
rezayat deborah saudi arabia co ltd 49 
associated
undertakings
notes 1 rentokil initial plc owns directly or indirectly 100 
of the shares in all subsidiaries except where a lower
percentage is shown
2 undertakings part or all of whose share capital is
owned by another subsidiary are marked 
3 undertakings operate and are incorporated in the
country underneath which each is shown
4 the group’s 50 interest in yu yu calmic co ltd is
consolidated as a subsidiary to reflect the group’s
dominant influence exercised over this company
because of its shareholding and its involvement in 
the management and because the business is
conducted under licence from the group
 see note 2 above
the activities of the major subsidiaries are referred to in the chief executive’s review on pages 6 to 13 76 rentokil initial plc 
name of business acquired country business effective date
radit italy hygiene 280203
favrat france hygiene 250403
innertec canada security 300403
ntc usa security 130503
lorblanc france hygiene 010603
amerisec usa security 040903
automatismes industriels france security 300903
ecospec new zealand hygiene 300903
bsc belgium security 301103
name of business sold country business effective date
cash transportation belgium security 220203
air filtration service netherlands facilities management 011003
rentokil initial zambia zambia hygiene 101003
rentokil roofing united kingdom facilities management 011203
timber preserving malaysia facilities management 311203
acquisitions
disposals rentokil initial plc 77
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003
restated
£m £m £m £m £m £m £m £m £m £m
turnover 7346 8745 23397 28749 28993 30392 26321 22424 23395 24862
profit before tax 1770 2145 3180 4170 4906 5411 4011 3743 3903 3968
tax 622 749 979 1214 1398 1545 1143 1082 1046 1052
minority interests 02 03 09 10 12 13 12 09 11 15
profit after tax 
and minority interests 1146 1393 2192 2946 3496 3853 2856 2652 2846 2901
dividends 337 414 722 875 1059 1176 932 949 1016 1101
profit retained in
the group 809 979 1470 2071 2437 2677 1924 1703 1830 1800
earnings
per 1p share 587p 711p 857p 1032p 1222p 1347p 1171p 1330p 1500p 1583p
dividends
per 1p share 173p 210p 253p 306p 370p 411p 453p 500p 553p 610p
share capital 196 197 285 286 287 287 208 195 186 182
reserves 1549 2100 1588 642 1604 4229 5482 6662 7050 6373
minority interests 11 12 24 38 46 49 55 56 63 65
capital employed 1756 2309 1279 318 1937 4565 5219 6411 7173 6126
notes 1 the turnover from 1999 includes franchisee turnover earlier years have not been restated
2 1999 capital employed has been restated following the adoption of frs 15 in 2000 earlier years have not
been restated
3 2002 capital employed has been restated following the adoption of application note g which was issued as
an amendment to frs 5 earlier years have not been restated
ten year summary 78 rentokil initial plc 
notice is hereby given that the seventyseventh annual general meeting of rentokil initial plc will be held at the british
library 96 euston road london nw1 2db on 27th may 2004 at 1100 am
1 to receive the report of the directors the accounts for 2003 and the independent auditors’ report thereon
2 to approve the remuneration report
3 to declare a dividend
4 i to reelect a director retiring by rotation mr e f brown executive director
ii to reelect a director retiring by rotation mr r r spinney a nonexecutive director and member of the audit and
remuneration committees
iii to reelect a director retiring by rotation mr j c f wilde chief executive
5 that pricewaterhousecoopers llp be reappointed auditors of the company to hold office until the conclusion of the
next general meeting at which accounts are laid before the company and that their remuneration be determined by
the directors
to consider and if thought fit to pass the following special resolution
6 that in substitution for existing authorities the company be and is hereby generally and unconditionally authorised
for the purposes of section 166 of the companies act 1985 to make market purchases within the meaning of section
163 of that act of ordinary shares of 1p each in the capital of the company provided that
i the maximum number of ordinary shares which may be purchased is 235420780
ii notwithstanding paragraph i above the company may not make market purchases pursuant to the authority
conferred by this resolution of such number of ordinary shares as in aggregate amounts to 15 per cent or more
of the number of ordinary shares which are in issue immediately following the general meeting or any
adjournment thereof at which this resolution is passed
iii the minimum price which may be paid for each ordinary share exclusive of expenses is 1p
iv the maximum price which may be paid for each ordinary share is an amount exclusive of expenses equal to 105
per cent of the average of the middle market quotations for an ordinary share as derived from the london stock
exchange daily official list for the five business days immediately preceding the day on which such ordinary
share is contracted to be purchased and
v this authority shall expire at the conclusion of the annual general meeting of the company in 2005 or if earlier
on 27th august 2005 except in relation to the purchase of shares the contract for which was entered into before
the expiry of this authority and which might be executed wholly or partly after such expiry
notice of
meeting
agenda
notice of meeting rentokil initial plc 79
7 to transact any other business of the company
by order of the board
registered office
r wardjones felcourt east grinstead
secretary west sussex rh19 2jy
14th april 2004 registered no 224814
1 a member entitled to attend and vote at the meeting may appoint one or more proxies to attend and on a poll to
vote instead of him a proxy need not be a member of the company
2 only those persons who are on the share register at close of business on 25th may 2004 before the time of the
meeting shall be entitled to attend and vote at the meeting
3 shares held in uncertified form ie in crest may be voted through the crest proxy voting service in accordance
with the procedures set out in the crest manual
4 a copy or memorandum of the terms of every service contract between the company or any of its subsidiaries and
any director of the company is available for inspection at the company’s registered office and at the offices of
denton wilde sapte one fleet place london ec4m 7ws during normal business hours on any weekday saturdays
and public holidays excepted until 27th may 2004 and will also be available for inspection at the place of the annual
general meeting for at least 15 minutes prior to and during the meeting
5 the annual general meeting is being held at the british library 96 euston road london nw1 2db see map on proxy
card the nearest underground stations are king’s cross and euston
notes 80 rentokil initial plc  rentokil initial plc  81
results
2003 half year 28th august 2003
2003 full year 26th february 2004
2004 half year 26th august 2004
dividends
2003 interim 175p 2002 158p paid 31st october 2003
2003 final proposed 435p 2002 395p pay date 4th june 2004 to shareholders
on the register on 7th may 2004
annual general meeting
venue see page 78 27th may 2004
capital history
mid market price 31st march 1982 75375p
mid market price 31st december 2003 190p
2003 highlow 23025p1555p
adjusted for the 1983 bonus issue and the 1990 1992 and 1997 share splits
registrars
capita registrars telephone in uk 0870 1623100
the registry telephone from overseas 44 20 8639 2157
34 beckenham road fax 44 0 20 8639 2342
beckenham email ssdcapitaregistrarscom
kent br3 4tu dx 91750 beckenham west
shareholder services
to receive shareholder communications wwwcapitaregistrarscom
including the annual report in electronic
form go to the address opposite and through
shareholders click here go to the rentokil initial
pages where you can register your email address
the services opposite are available on line at • balance enquiry
wwwcapitaregistrarscom some on line services • registerchange email address
require you for security reasons to register for • proxy voting
a user id before proceeding • change dividend payment instructions
•change address
company
rentokil initial plc telephone 44 0 1342 833022
felcourt fax 44 0 1342 326229
east grinstead web wwwrentokilinitialcom
west sussex rh19 2jy contact investorsrentokilinitialcouk
these financial statements may be downloaded in pdf format from the company’s website which also contains 
additional general information on the company 
shareholder information
printed by beacon press using their environmental print technology the paper is munken lynx which holds the nordic swan environment label and
is manufactured using elemental chlorine free pulps sourced from renewable and managed forests beacon press holds the queen’s award for enterprise
sustainable development 2003 wwwrentokilinitialcom


Summary:
 4 rentokil initial plc 
results
in summary underlying trading was broadly in line with market
expectations turnover from continuing operations increased
69 to £24711 million profit before tax increased 47 to
£4085 million before charging £117 million as an exceptional
loss on disposal of businesses and earnings per share adjusted for
this exceptional loss were up 98 to 1647p with basic earnings
per share up 55 to 1583p operating cash flow was excellent
at £2693 million net debt was £525 million lower than 2002 at
£12079 million notwithstanding the effect of £231 million of
adverse foreign exchange adjustments and £907 million arising
from a net outflow of funds from share buybacks acquisitions
and disposals
dividend
the board is recommending a final dividend of 435p per share
giving a full year dividend of 610p per share an increase of
103 over 2002 the board is planning for an increase in the
dividend per share in 2004 of at least 10
strategy and markets
the company’s vision statement is set out on page 14 in the chief
executive’s review the words are new but they enunciate a set of
principles which have guided rentokil initial for many years the
company already occupies a leading position in the business
services sector offering hygiene safety and security solutions
however the markets we serve provide us with a wealth of
opportunities for growth increasing economic prosperity in most
markets around the world is bringing with it ever increasing
demands for consistent and high standards of hygiene safety and
security growing public concern over these issues fuelled by ever
increasing regulation gives the company an opportunity 
which it fully intends to develop
strong distinctive branding assists in reinforcing our competitive
edge we have the benefit of two wellestablished brands
‘rentokil’ and ‘initial’ which we believe are symbols of 
consistent quality and so differentiate our services from those 
of our competitors
we do not forget that our customers wherever they may be
have the right to expect consistent quality standards at a fair 
price from a worldleading business services company we have
the network and reach that allows us to be the premium quality
supplier of business services in the great majority of the world’s
developed economies with the imminent enlargement of the
european union and the growing prosperity across europe we
are confident that there will be an increasing demand for higher
standards and sophistication in hygiene safety and security 
which will provide us with many opportunities for developing 
our activities
equally importantly we have a great opportunity to further
develop our position within countries in which we already
operate we expect to achieve this by increasing our market
shares for existing services through organic growth and bolt
on acquisitions using our widespread experience in developing
business services across many countries
corporate governance and corporate social responsibility
since i became chairman in 2002 the board has been
strengthened further by the appointments of peter long and 
paul mason in 2002 and 2003 respectively 
2003 saw the introduction of the new combined code following
a long period of review and discussion prompted mainly by the
failure of corporate governance in companies particularly in the
united states the new combined code has introduced a number
of improvements to an already generally robust system of
governance in the uk i am pleased to say that your board has
put in hand changes including reorganisation of procedures and
terms of reference of board committees to ensure compliance
with the new code more information on corporate governance 
is set out in the report of the directors
we continue to make good progress in developing and
implementing practices and procedures in relation to corporate
social responsibility which support the policies which have been
publicly adopted by the board more information on corporate
social responsibility may be found in the report of the directors
chairman’s statement
2003 has been a year of change for the company with james wilde succeeding me as chief executive at the beginning
of the year and his subsequent restructuring of the management of the company into four service sectors he will
comment in detail in his review on the company’s performance in 2003 rentokil initial plc  5
people
on behalf of the board i would like to pay tribute to the efforts
of all our 93000 employees we have always considered our
people to be the cornerstone on which we rely to maintain the
high quality of service on which our reputation is based rentokil
initial has always been a company in which success is recognised
and in which advancement follows achievement to that end we
maintain high standards of training and career opportunities
prospects
organic turnover growth is the prime requirement for profitable
growth and to that end the company is maintaining investment
in additional sales management and sales staff where
appropriate and introducing further technological developments
to improve the productivity and quality of our services the main
emphasis on development will be concentrated on hygiene and
security within continental europe
the company is aiming for good growth in turnover in 2004
although it is likely that margins will be adversely affected by
pricing levels of net new business gains the faster growth in our
lower margin businesses and the investments referred to above 
as a result of the initiatives already taken and those planned for
2004 the company should benefit from a strong performance in
2005 and beyond reflecting an improving turnover growth rate
especially in the company’s higher margin businesses
sir clive thompson
chairman
24th march 2004