RNS Number:0365I
Rentokil Initial PLC
27 February 2003





                                         Date 27th February 2003

               Rentokil Initial Preliminary Results for the Year

                             to 31st December 2002

    New Chief Executive completes business review and implements management
                                 restructuring



New Chief Executive James Wilde said today:

"I am pleased to report our 2002 preliminary results and the implementation of
the most significant management restructuring in twenty years, following the
business review that I conducted during the second half of last year. This new
structure will provide the platform for continued growth, tighter operational
control and any further changes that I may make."

* Turnover                    increased to #2,339.5m. Up 4.3% at actual rates 
                              and up by 6.3% at constant average exchange rates 
                              for 2002.

* Profits before tax          increased to #390.3m. Up 4.3% at actual rates and 
                              up by 6.7% at constant average exchange rates for 
                              2002.

* Very strong operating cash flow at #243.1m.

* Earnings per share up 12.8% to 15.00p.

* Full year dividend per share up 10.6% to 5.53p.

* Excellent performances in Security and Parcels Delivery.

* Major improvement in Facilities Management resulting from success
  of multi-service strategy.

* Strong performance across Continental Europe.

* Increased investment in sales and marketing to drive continuing
  organic growth.

* New, service-based, sector management structure implemented.

* Company aims for strong growth in earnings per share for 2003.

The results for 2002 were:-

Turnover increased by 4.3% to #2,339.5m but by 6.3% at constant average exchange
rates for 2002. At constant average exchange rates for 2001 turnover growth
would have been 7.9%, differences on exchange costing #80.8m.

Profits before tax increased by 4.3% to #390.3m but by 6.7% at constant average
exchange rates for 2002. At constant average exchange rates for 2001, growth in
profits before tax would have been 8.7%, differences on exchange costing #16.4m.

Earnings per share increased by 12.8% to 15.00p, benefiting from the good
increase in profits, the strong cash flow, the lower tax charge and the share
buy-back programme.

Dividend The Board has proposed a 10.6% increase in the final dividend to 3.95p
per share, giving a full year dividend of 5.53p per share, an increase of 10.6%
over 2001.

Segmental Commentary (at constant average exchange rates for 2002)

As a result of the strategic restructuring of the business in 2000, which was
partly designed to minimise the exposure to cyclical businesses, the company's
activities are exhibiting good resilience to the current downturn in the world's
economies.

Hygiene Services was up by 3.8% in turnover at #697.6m and 2.4% in operating
profits at #197.8m. Continental Europe was up 8.2% in turnover at #425.0m, with
particularly strong performances in France and the Netherlands and good
performances in Italy, Spain and Switzerland. UK turnover was down by 3.3% at
#188.8m, North America down 5.8% at #6.7m and Asia Pacific and Africa up by 0.4%
at #77.1m with a particularly good performance in Indonesia.

Security Services turnover was up 10.2% at #554.4m with operating profits up by
6.5% to #52.2m. Continental Europe turnover was up 10.0% at #130.5m with an
excellent performance in France and a good improvement in Belgium. North America
turnover was up by 13.8% at #163.3m with continued excellent growth in manned
guarding contracts in the USA. UK turnover was up by 8.1% at #260.6m.

Pest Control Services turnover was up by 3.8% at #211.2m and operating profits
up by 4.1% at #79.0m. UK turnover was up by 1.0% at #68.8m and Continental
Europe up by 5.2% at #94.6m, with good performances in Italy, the Netherlands,
Belgium, and Spain. North America turnover was up by 6.1% at #16.5m and Asia
Pacific and Africa turnover up by 4.4% at #31.3m, with strong performances in
Malaysia and Thailand.

Tropical Plants turnover fell by 2.3% to #119.6m and operating profits by 9.5%
to #20.9m. North America turnover was down by 6.5% at #70.7m with disappointing
levels of festive season activity. Continental Europe turnover was up by 12.9%
at #27.2m with good performances in Norway and Belgium. UK turnover was down by
1.9% to #13.0m. Asia Pacific and Africa turnover was down by 7.0% at #8.7m.

Conferencing turnover grew by 3.9% to #77.6m with operating profits down by 3.6%
to #26.8m reflecting lower levels of occupancy and customers' discretionary
spending, especially over the Christmas period.

Parcels Delivery turnover was up by 15.0% at #189.0m with operating profits up
by 15.7% at #28.8m. UK performed strongly with turnover up by 13.1% to #182.9m
due to gains in market share but, as explained at the half year, the turnover
contribution from our Southern African business was reduced to #6.1m, in spite
of a strong performance measured in local currency. This arises from the major
difference in the exchange rates used for the full year 2002 to those for the
full year 2001.

Facilities Management showed a major improvement over 2001 with turnover growing
by 6.2% to #490.1m, benefiting from the impact of new multi-service contracts,
with operating profits, as expected, growing somewhat slower (at 2.0%) to
#36.2m.

Geographic Commentary (at constant average exchange rates for 2002)

UK turnover grew by 5.6% to #1,153.4m and operating profits by 1.0% to #225.2m.
Hygiene turnover was down by 3.3% at #188.8m, Security up by 8.1% to #260.6m,
Tropical Plants down by 1.9% at #13.0m, Pest Control up by 1.0% to #68.8m,
Conferencing up by 3.9% to #77.6m, with Facilities Management improving strongly
over 2001 and excellent growth from Parcels Delivery.

Continental Europe turnover was up by 7.7% to #722.1m and operating profits by
6.3% to #151.9m. Hygiene turnover was up by 8.2% to #425.0m, Security up 10.0%
to #130.5m, Tropical Plants up by 12.9% to #27.2m and Pest Control up by 5.2% to
#94.6m.

North America turnover was up by 6.3% to #334.4m and operating profits up by
1.0% to #20.5m. Hygiene turnover was down by 5.8% to #6.7m, Security turnover
was up by 13.8% to #163.3m, Tropical Plants was down by 6.5% to #70.7m and Pest
Control up by 6.1% to #16.5m.

Asia Pacific and Africa turnover was up by 4.0% to #129.6m and operating profits
up by 2.3% to #44.1m. Hygiene turnover was up by 0.4% to #77.1m, Tropical Plants
turnover down by 7.0% to #8.7m, with Pest Control turnover up by 4.4% to #31.3m
and a strong performance in Parcels Delivery.

Cash Flow before acquisitions, disposals, dividends and share buy-backs, has
been very strong at #243.1m.

Borrowings Net borrowings at the year end were #1,260.4m.

Tax The introduction of FRS19 (Deferred Tax) has had no material effect on the
results of the company. The tax charge for the full year was 26.8%, a rate which
should be sustainable for the foreseeable future.

Acquisitions Twelve bolt-on acquisitions were made in 2002 in Hygiene, Security,
Pest Control and Tropical Plants at a total cost of #34.5m, contributing #19.5m
to 2002 turnover.

Disposals In February 2003 the company completed the sale of its non-core,
cash-in-transit operation in Belgium, this business having produced turnover in
2002 of #11.8m.

Share buy-back In 2002 the company purchased 92.4m shares at a cost of #237m.

Pensions Under FRS17 the net pension charge to the profit and loss account would
have been #3.6m compared to the actual 2002 SSAP24 charge of #3.1m. The FRS17
balance sheet position at 31st December 2002 would have shown a net deficit,
after deferred tax, of #109.2m which, given the company's market capitalisation
in excess of #3 billion and compared to UK pension funds generally, is
considered to be a low exposure.

Business Review


        Chief Executive James Wilde said:

"The business review that I conducted during the second half of last year has
reinforced my belief that the aim and strategy of the company remain
appropriate. Our shared customer and prospect base, management expertise and
critical mass lead me to believe that each of our businesses will perform better
within Rentokil Initial than elsewhere.

The review identified a number of key factors which will provide a platform for
more effective execution of management action, greater customer focus and
improved sales and service productivity. These changes to the business will put
us in an even stronger position to deliver our aim.

My first major change has been to create a service-based sector management
structure. This replaces the regional structure and is the most significant
management restructuring in twenty years. The rationale behind the new structure
is broadly to group together businesses that provide the same services, or
businesses which have similar operational and market drivers, whilst taking into
account the size of individual sectors and their geographic spread."

-     Key Findings


*        The businesses share a common customer and prospect base.

*        Groups of businesses share similar key operational and market drivers.

*        The businesses need to be more outward facing with better targeted 
         marketing.

*        Further scope exists for sales and service productivity improvements.

*        There is a demand for increased use of technology in customer reporting 
         and quality programmes.

*        Benefits will arise from further refinement of the recruitment process 
         and further development of business-specific training.

*        Potential exists for integrating back office functions.

*        Opportunities exist for streamlining management reporting.

-     Actions

Management Restructuring

The six regions have been replaced with four sectors, each one headed by a
managing director - Edward Brown (Sector 1), Clive Ward (Sector 2), Henri
Hendrickx (Sector 3) and Henry Chandler (Sector 4). As part of this process,
there have been a number of senior management changes including the departure
from the company of two regional managing directors and five senior managers.
The central marketing function has been disbanded and responsibility has been
devolved to each sector to improve marketing effectiveness.

Customer Focus

All businesses are now re-evaluating their sensitivity to changes in their
customers' needs and markets, and are tasked with further development of their
competitive advantages. Furthermore, they will more vigorously review quality
control to ensure consistent, high standards of service delivery.

Sales Productivity

Each sector will identify branches with the highest productivity as the best
practice benchmark. National account sales teams are being strengthened where
appropriate.

Service Productivity

To enhance our competitive advantage the use of technology will be increased to
provide customers with immediate and transparent information on service delivery
and quality control. Sector-based service productivity measurements will be
introduced to bring under-performing branches up to the standards of the best in
their sector.

Recruitment and Training

A greater emphasis will be given to recruitment, in particular of future
management talent and, to reinforce this, the management development director
now reports directly to the chief executive. Our management development training
programmes will be reviewed together with the introduction of further sector and
business-specific training.

Operational Functions

There will be a review of the opportunities that the sector structure brings to
streamline management reporting and integrate back office functions.

Prospects for 2003

Chief Executive James Wilde said:-

"The above changes should continue to drive turnover from organic growth, whilst
maintaining and, where possible, improving profit margins in a low inflation and
increasingly price-competitive environment. We will continue to search for
suitable bolt-on acquisitions, primarily in security and hygiene.

On this basis, we aim for strong growth in turnover, profits before tax and
earnings per share, which could be further enhanced by the continuation, as
planned, of our share buy-back programme."

For further information:-

James Wilde, Chief Executive

Roger Payne, Finance Director

Charles Grimaldi, Corporate Affairs Director

01342 833022







SEGMENTAL ANALYSIS
                                                                                        Year to 31st    Year to 31st
At December 2002 average exchange rates                                                     December        December
                                                                                                2002            2001
                                                                                                  #m              #m
        Business Turnover
        analysis
                 Hygiene                                                                       697.6           672.0
                 Security                                                                      554.4           503.1
                 Pest Control                                                                  211.2           203.5
                 Tropical Plants                                                               119.6           122.4
                 Conferencing                                                                   77.6            74.7
                 Parcels Delivery                                                              189.0           164.4
                 Facilities Management                                                         490.1           461.3
                 Total at December 2002 average rates                                        2,339.5         2,201.4

                 Exchange                                                                          -            41.0

                 Total as reported                                                           2,339.5         2,242.4

                 Operating profit

                 Hygiene                                                                       197.8           193.1
                 Security                                                                       52.2            49.0
                 Pest Control                                                                   79.0            75.9
                 Tropical Plants                                                                20.9            23.1
                 Conferencing                                                                   26.8            27.8
                 Parcels Delivery                                                               28.8            24.9
                 Facilities Management                                                          36.2            35.5
                 Total at December 2002 average rates                                          441.7           429.3

                 Exchange                                                                          -             7.5

                 Total as reported                                                             441.7           436.8

                 Share of profit of other associate                                              0.3             0.3

                 Total as reported                                                             442.0           437.1

      Geographic Turnover
        analysis
                 United Kingdom                                                              1,153.4         1,092.1
                 Continental Europe                                                            722.1           670.2
                 North America                                                                 334.4           314.5
                 Asia, Pacific & Africa                                                        129.6           124.6
                 Total at December 2002 average rates                                        2,339.5         2,201.4

                 Exchange                                                                          -            41.0

                 Total as reported                                                           2,339.5         2,242.4

                 Operating profit

                 United Kingdom                                                                225.2           223.0
                 Continental Europe                                                            151.9           142.9
                 North America                                                                  20.5            20.3
                 Asia, Pacific & Africa                                                         44.1            43.1
                 Total at December 2002 average rates                                          441.7           429.3

                 Exchange                                                                          -             7.5

                 Total as reported                                                             441.7           436.8

                 Share of profit of other associate                                              0.3             0.3

                 Total as reported                                                             442.0           437.1


CONSOLIDATED PROFIT AND LOSS ACCOUNT
                                                                                       Year to 31st     Year to 31st
                                                                                           December         December
                                                                                               2002             2001
                                                                                                 #m               #m
Turnover (including share of associate and franchisees)
Continuing operations                                                                       2,320.0          2,242.4
Acquisitions                                                                                   19.5                -
Turnover (including share of associate and franchisees)                                     2,339.5          2,242.4
Less:
Share of turnover of associate                                                               (18.4)           (19.5)
Turnover of franchisees                                                                      (87.9)           (79.0)
Turnover                                                                                    2,233.2          2,143.9

Operating expenses                                                                        (1,794.8)        (1,710.8)

Operating profit
Continuing operations                                                                         435.3            433.1
Acquisitions                                                                                    3.1                -
                                                                                              438.4            433.1
Share of profit of associates
Mainstream                                                                                      3.3              3.7
Other                                                                                           0.3              0.3

Profit on ordinary activities before interest                                                 442.0            437.1

Interest payable (net)                                                                       (51.7)           (62.8)

Profit on ordinary activities before taxation                                                 390.3            374.3

Tax on profit on ordinary activities                                                        (104.6)          (108.2)

Profit on ordinary activities after taxation                                                  285.7            266.1

Equity minority interests                                                                     (1.1)            (0.9)

Profit for the financial year attributable to shareholders                                    284.6            265.2

Equity dividends                                                                            (101.6)           (94.9)


Profit retained for the financial year                                                        183.0            170.3


Basic earnings per 1p share                                                                  15.00p           13.30p

Diluted earnings per 1p share                                                                14.94p           13.26p

Dividends per 1p share                                                                        5.53p            5.00p

Weighted average number of shares (million)                                                   1,897            1,994

Number of shares in issue at period end (million)                                             1,861            1,950






CONSOLIDATED BALANCE SHEET
                                                                                             At 31st          At 31st
                                                                                            December         December
                                                                                                2002             2001
                                                                                                  #m               #m

               Fixed assets Intangible assets                                                  177.0            138.4
                            Tangible assets                                                    624.3            591.3
                            Investments                                                        157.8            158.5
                                                                                               959.1            888.2

             Current assets Stocks                                                              45.4             48.2
                            Debtors                                                            493.1            488.8
                            Short term deposits and cash                                       246.5            389.6
                                                                                               785.0            926.6
        Creditors - amounts
         falling due within Creditors                                                        (719.4)          (691.6)
                   one year Bank and other borrowings                                         (65.0)          (371.9)
                                                                                             (784.4)        (1,063.5)

                            Net current assets/(liabilities)                                     0.6          (136.9)

                            Total assets less current liabilities                              959.7            751.3

        Creditors - amounts
          falling due after Creditors                                                          (9.7)           (11.7)
         more than one year Bank and other borrowings                                      (1,441.9)        (1,144.7)
                                                                                           (1,451.6)        (1,156.4)
             Provisions for
    liabilities and charges Provisions for liabilities and charges                           (209.7)          (236.0)

                            Net liabilities                                                  (701.6)          (641.1)

             Equity capital Share capital                                                       18.6             19.5
               and reserves Share premium account                                               46.3             41.1
                            Capital redemption reserve                                          19.2             18.3
                            Other reserves                                                       8.2              5.4
                            Profit and loss account                                          (800.2)          (731.0)
                            Equity shareholders' funds                                       (707.9)          (646.7)

                            Equity minority interests                                            6.3              5.6

                            Capital employed                                                 (701.6)          (641.1)



CONSOLIDATED CASH FLOW STATEMENT
                                                                                        Year to 31st     Year to 31st
                                                                                            December         December
                                                                                                2002             2001
                                                                                                  #m               #m

               Operating Operating profit                                                      438.4            433.1
              activities Depreciation charge                                                   152.4            144.6
                         Net movement in working capital                                      (14.9)            (1.6)
                         Net cash inflow from operating activities                             575.9            576.1

             Associates'
               dividends Dividends received form associates                                      2.0              1.1

              Returns on Interest received                                                      54.4             33.6
         investments and Interest paid                                                       (109.2)           (93.0)
    servicing of finance Interest element of finance leases                                    (2.1)            (2.6)
                         Dividends paid to minority interests                                  (0.6)            (0.7)
                         Net cash outflow from returns on investments and
                         servicing of finance                                                 (57.5)           (62.7)

                Taxation Tax paid                                                            (104.7)          (112.1)

                 Capital Purchase of tangible fixed assets                                   (183.5)          (200.3)
             expenditure less: financed by leases                                               11.4              8.0
           and financial                                                                     (172.1)          (192.3)
              investment Sale of tangible fixed assets                                          10.9             16.1
                         Net cash outflow from capital expenditure and
                         financial investment                                                (161.2)          (176.2)

        Acquisitions and Purchase of companies and businesses                                 (34.5)           (21.1)
               disposals Disposal of companies and businesses                                      -              1.9
                         Net cash outflow from acquisitions and disposals                     (34.5)           (19.2)

                  Equity
          dividends paid Dividends paid to equity shareholders                                (97.7)           (92.3)
                         Net cash inflow before use of liquid
                         resources and financing                                               122.3            114.7

           Management of Movement in short term deposits
        liquid resources with banks                                                             83.5          (249.4)

               Financing Issue of ordinary share capital                                         5.2              4.4
                         Own shares purchased                                                (234.6)          (277.9)
                         Net loan movement                                                     297.6            229.0
                         Capital element of finance lease payments                            (13.2)           (13.5)
                         Net cash inflow/(outflow) from financing                               55.0           (58.0)


                Net Cash Increase/(decrease) in net cash in the year                           260.8          (192.7)




CONSOLIDATED CASH FLOW STATEMENT
                                                                                        Year to 31st      Year to 31st
                                                                                            December          December
                                                                                                2002              2001
                                                                                                  #m                #m

            Reconciliation Opening net debt                                                (1,127.0)           (962.8)
               of movement Increase/(decrease) in net cash in the period                       260.8           (192.7)
               in net debt Movement in deposits and loans                                    (381.1)              20.4
                           Finance lease movements                                               1.8               5.5
                           Exchange adjustments                                               (14.9)               2.6

                           Closing net debt                                                (1,260.4)         (1,127.0)




RECONCILIATION OF MOVEMENTS
IN EQUITY SHAREHOLDERS' FUNDS
                                                                                        Year to 31st      Year to 31st
                                                                                            December          December
                                                                                                2002              2001
                                                                                                  #m                #m

                           Profit for the financial year                                       284.6             265.2
                           Equity dividends                                                  (101.6)            (94.9)
                           Profit retained for the financial year                              183.0             170.3
                           New share capital issued                                              5.2               4.4
                           Own shares purchased                                              (237.5)           (277.9)
                           Goodwill written back on disposals                                      -            (11.5)
                           Exchange adjustments                                               (11.9)             (4.6)
                           Net change in equity shareholders' funds                           (61.2)           (119.3)

                           Opening equity shareholders' funds                                (646.7)           (527.4)

                           Closing equity shareholders' funds                                (707.9)           (646.7)





Notes 1. The profit and loss accounts and the cash flow statements for the year 
         to 31st December 2002 and 31st December 2001 have been translated at 
         average exchange rates for the relevant periods. Balance sheets have 
         been translated at period end exchange rates. The segmental
         commentaries are translated at constant 2002 average exchange rates.

      2. During the year the company purchased a further 92.4m of its own shares 
         in the market (representing 4.7% of the company's issued share capital 
         at 1st January 2002) under the authorities given by shareholders at the 
         2001 and 2002 annual general meetings. These shares have been or were 
         being cancelled and their nominal value transferred to the capital
         redemption reserve on the balance sheet. These shares have been 
         excluded in calculating the weighted average number of shares in issue 
         after the date of their purchase by the company. As at 
         31st December 2002 authority had been given to purchase a further 
         250 million shares.

      3. Tax comprises UK Corporation Tax (less double taxation relief) of 
         #32.4m (2001: #37.8m) and overseas tax of #72.2m (2001: #70.4m).

         At 26.8% (2001: 28.9%) the company's effective tax rate is 5.5% 
         (2001:3.5%) below its underlying tax rate based on its geographical 
         spread of profits, principally as a result of benefiting from tax 
         losses #1.0m (2001: #2.7m), goodwill amortisation #1.0m (2001: #1.8m),
         adjustments in respect of prior periods #19.9m (2001: #7.8m) and other 
         items #(0.5)m (2001: #0.8m).

Notes (continued) 

      4. The financial information has been prepared on the basis of the 
         accounting policies set out in the full year 2001 Annual Report.

         During the year the company has adopted Financial Reporting Standard 
         (FRS) 19

         "Deferred Tax" as issued by the Accounting Standards Board (ASB) in 
         December 2000. Adoption of this FRS had no material financial effect on 
         the results contained within these financial statements for the year 
         ended 31st December 2002.

      5. The financial information in this statement is not audited and does not 
         constitute statutory accounts within the meaning of s.240 of the 
         Companies Act 1985 (as amended).

      6. Copies of the Annual Report will be despatched to shareholders and will 
         also be available from the company's registered office at Felcourt, 
         East Grinstead, West Sussex, RH19 2JY.

Financial Calendar Final dividend to be paid on 6th June 2003 to shareholders on 
                   the register on 9th May 2003.

                   Annual Report expected to be despatched to shareholders in 
                   April 2003.

                   Annual General Meeting at The British Library, 96 Euston 
                   Road, London NW1 2DB on Thursday 29th May 2003 at 10.30am.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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