Ashtead Group plc
Annual report and accounts
for the year ended 30 April 2004
Ashtead Group plc Annual report and accounts 2004
Ashtead Group plc
King’s Court
41-51 Kingston Road
Leatherhead
Surrey KT22 7AP
Tel: +44 (0) 1372 362300
www.ashtead-group.com Ten year history
Year ended 30 April
2004 2003 2002 2001 2000 1999 1998 1997 1996 1995
In £m
Turnover
+
500.3 539.5 583.7 552.0 302.4 256.0 202.5 147.6 95.9 67.3
Operating costs
+•
353.3 389.4 398.6 345.3 181.4 146.4 113.3 85.2 53.7 40.0
EBITDA
+•
147.0 150.1 185.1 206.7 121.0 109.6 89.2 62.4 42.2 27.3
Depreciation
+•
102.8 111.0 117.8 117.6 66.8 63.3 48.5 33.2 21.2 13.4
Operating profit
+•
44.2 39.1 67.3 89.1 54.2 46.3 40.7 29.2 21.0 13.9
Interest
+•
36.6 40.9 49.1 50.7 10.9 7.7 5.0 1.8 1.2 0.3
Pre-tax profit/(loss)
+•
7.6 (1.8) 18.2 38.4 43.3 38.6 35.7 27.4 19.8 13.6
Operating profit
•
16.2 0.6 72.5 68.2 57.1 46.3 40.7 29.2 19.5 13.9
Pre-tax (loss)/profit
•
(33.1) (42.2) (15.5) 11.1 46.2 38.6 35.7 27.4 18.3 13.6
Net cash flow from 
operating activities 126.7 210.3 202.0 173.0 111.4 93.3 77.6 56.5 33.1 26.1
Capital expenditure
•
72.3 85.5 113.8 237.7 158.2 150.5 153.4 98.9 61.0 38.9
Book cost of 
rental equipment
•
813.9 945.8 971.9 962.8 629.5 527.9 394.1 245.6 172.2 102.6
Shareholders’ funds
•
131.8 159.4 192.9 202.1 236.8 207.5 151.3 119.9 107.7 48.8
In pence
Dividends per share Nil Nil 3.50p 3.50p 3.16p 2.70p 2.30p 1.825p 1.52p 1.17p
In percent
EBITDA margin
+•
29.4% 27.8% 31.7% 37.4% 40.0% 42.8% 44.0% 42.3% 44.0% 40.6%
Operating profit margin
+•
8.8% 7.2% 11.5% 16.1% 17.9% 18.1% 20.1% 19.8% 21.9% 20.7%
Pre-tax profit/(loss) margin
+•
1.5% (0.3%) 3.1% 7.0% 14.3% 16.7% 17.6% 18.6% 20.6% 20.2%
People
Employees at year end 5,833 6,078 6,545 6,043 3,930 3,735 3,174 2,268 1,968 1,250
Locations
Profit Centres at year end 428 449 463 443 352 341 275 181 164 107
+Before exceptional items and goodwill amortisation. EBITDA, operating profit and pre-tax profit/(loss) are stated before exceptional items but have been adjusted to allocate the
impact of the US accounting issues and the change in self insurance estimation method reported in 2003 to 2002 and 2001 and to reflect the BET USA lease adjustment reported
in 2002 in 2001. The directors believe these adjustments improve comparability between periods.
• The results for the years up to 30 April 2000 were restated in 2000/1 to reflect the adoption of new accounting policies and estimation techniques under FRS 18 in that year. 
Ashtead Group plc
Amongst the world’s leading equipment
outsourcers, today, Ashtead has over 
425 branches principally in the US and 
the UK, offering customers a wide range 
of equipment. Its diversified customer 
base includes construction, industrial 
and homeowner customers as well as
government entities and specialist contractors.
01 Highlights
02 The Group at a glance
04 Chairman’s report
05 Chief Executive’s review
08 Directors
10 Advisers
11 Directors’ report
13 Corporate governance report
16 Directors’ remuneration report
22 Operating and financial review
36 Independent auditors’ report to 
the members of Ashtead Group plc
37 Consolidated profit and loss account
37 Consolidated statement of total 
recognised gains & losses
37 Summary of movements in shareholders’ funds
38 Consolidated balance sheet
39 Consolidated cash flow statement
40 Company balance sheet
41 Notes to the financial statements
63 Our locations
ibc Ten year history
“The Group has made significant progress in the past
year. Financial stability has been achieved through the
extension of our banking facilities to September 2007 
and the issue of our ten year bond. Sunbelt, our US
business, achieved divisional operating profit growth in
dollars of over 40% and continued to take market share
in improving trading conditions. Following the completion
of its refocusing programme in January 2004, we have
seen encouraging signs of an improvement in the trading
performance of A-Plant, our UK business. We are looking
to build on this momentum in the coming year.”  
George Burnett,Chief Executive 01 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Highlights
✲ 42% growth in Sunbelt’s full year divisional operating profit
*
to $73.3m 
(2003 – $51.5m) reflecting improved operating conditions in the US. Sunbelt’s 
fourth quarter profit was $20.2m (2003 – $3.0m).
✲ A-Plant’s full year divisional operating profit
*
reduced to £4.0m (2003 – £7.9m)
reflecting difficult trading during its refocusing programme which was completed 
in January. Since then its fourth quarter profit improved to £1.5m (2003 – loss 
of £2.4m).
✲ Full year Group EBITDA before exceptional items of £147.0m, up 4% at constant
exchange rates. Fourth quarter EBITDA on the same basis of £35.0m, up 45% at
constant rates.
✲ Full year Group profit before exceptional items, goodwill amortisation and tax of
£7.6m (2003 – £1.8m loss). For the fourth quarter, the profit on the same basis 
was £3.1m (2003 – £10.6m loss).
✲ Full year loss before tax of £33.1m (2003 – £42.2m loss) and after tax 
loss per share of 10.8p (2003 – 10.3p loss per share) reflecting goodwill
amortisation of £9.2m and exceptional charges of £31.5m. Of these, £20.6m
related to one time refinancing costs and the balance was mostly non-cash.
✲ Net free cash inflow
**
for the year of £56.6m up 46% from £38.9m in 2003.
✲ Net debt
***
at 30 April of £526.7m, £95.6m lower than last year’s £622.3m. 
At constant exchange rates, net debt reduced by £53.6m in the year.
* Divisional operating profit is defined as the operating profit before exceptional items and goodwill amortisation of our divisions (page 28).
** Net cash inflow from operating activities before exceptional items, less interest paid, net capital expenditure and tax (page 31).
*** Debt plus non-recourse funding received under the accounts receivable securitisation less cash at bank and in hand (page 34). 02 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
The Group at a glance
Ashtead comprises three distinct divisions:
Sunbelt, the fourth largest equipment rental
company in the US; A-Plant, the UK’ s third
largest equipment rental company; and
Ashtead T echnology, a niche business,
renting specialised electronic underwater
survey and inspection equipment as well as
remote visual inspection and environmental
testing equipment.
Business overview
Sunbelt serves the construction and industrial
marketplace – from commercial, residential,
municipal and service industries to specialised
sectors such as emergency response.
Sunbelt’ s clustering of strategically positioned
locations, in and around 17 large
metropolitan areas, as well as conveniently
located stores in smaller markets, ensure
customers receive the highest level of service
and equipment availability .
Sunbelt
Business overview
Through its three national business units,
Main Plant, T ool Hire Shops and Specialist
Businesses, A-Plant is able to respond to 
all its customers’ needs, wherever they
arise. Its breadth of product and national
scale has enabled it to become 
a preferred supplier to most of the UK’ s
largest contractors.
A-Plant
Sat Dhaiwal Chief Executive 
Cliff Miller President & Chief Executive 
A-Plant is the UK’ s third largest
equipment rental company providing 
its customers with a full range of
equipment from 220 locations
nationwide. Following a period of
consolidation, A-Plant is now well
positioned for future growth.
Business overview
We have achieved a leadership position in 
the offshore and inspection industry through
offering one of the widest selections of
products available from one source in the
industry . We are also expanding outside 
the oil and gas industries into the onshore
non-destructive testing and remote visual
inspection equipment markets. We believe
our environmental business will also play 
an increasingly important role.
Ashtead
Technology
Rob Phillips Chief Executive 
Ashtead T echnology rents specialised
electronic equipment to the offshore oil
and gas sectors and the environmental
monitoring and testing industry from
eight locations in the UK, the US,
Canada and Singapore.
Sunbelt is the fourth largest equipment
rental business in the fragmented US
market, and continues to increase its
market share. Stretching from coast to
coast, Sunbelt has 200 rental locations
offering a broad range of both general
and specialised equipment supported
by the best customer service available. 03 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
$572.8m
2004 2003
$547.0m
2004
$73.3m
2003
$51.5m
Turnover Profit*
Sunbelt
£155.9m
2004 2003
£178.4m
2004
£4.0m
2003
£7.9m
Turnover Profit*
Locations 
200 throughout the US
Locations 
220 throughout the UK
A-Plant
£11.3m
2004 2003
£12.0m
2004
£2.7m
2003
£2.5m
Turnover Profit*
Locations 
9 UK, US, Canada and Singapore
Ashtead Technology
We supply rental equipment to a wide spectrum of customers, including:
•  Commercial construction
•  Environmental engineers
•  Infrastructure maintenance 
and development
•  Local and national government
•  Manufacturing and service industries
•  Rail maintenance
•  Residential construction
•  Small contractors/homeowners
•  Specialist contractors
•  T elecommunications
•  Utilities
* Operating profit before goodwill amortisation and exceptional items. 04 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Chairman’s report
Cob Stenham
Chairman
The year ended 30 April 2004 was a
challenging year for the Company. It ended,
however, with the Company having
significantly improved its financial condition
through the issue of the senior secured
notes due 2014 and the extension of its
senior debt maturities until September 2007
and with signs of improvement in its trading
performance.
Much of your Board’s time this year and my
time since I joined the Board in November
2003 has been spent on securing the future
of the Company and in ensuring that the
interests of all stakeholders in the Company
– especially its shareholders, lenders,
customers, suppliers and employees – were
appropriately considered in our plans.
The past year has seen many challenges but
the success of Sunbelt’s management team
in overcoming their March 2003 accounting
issues, absorbing the changes in their team
which followed and then, boosted by
recovering markets, delivering a significantly
improved divisional operating profit
performance, has provided a solid base on
which the Group can build for the future.
Reflecting this, Cliff Miller’s appointment as
a director of the Company and as chief
executive of Sunbelt re-establishes Sunbelt’s
direct participation on the Board. I am
pleased to be able to congratulate Cliff on
his appointment and we look forward to his
participation in future Board discussion.
In A-Plant there has also been significant
change and, whilst the financial
performance of this business for the year
just ended remained disappointing, the
measures taken, more fully described in the
Chief Executive’s review that follows, now
provide an opportunity for improvement. 
The loss before tax for the year was £33.1m
(2003 – £42.2m). This reflected substantial
exceptional items connected principally with
the default and the subsequent refinancing.
Before exceptional items and goodwill
amortisation, there was a profit for the year
of £7.6m (2003 – loss of £1.8m). 
As well as the Board, the Audit Committee
has had a full year and I was very pleased
that Hugh Etheridge was able to join the
Company in January as a non-executive
director and take up the chairmanship of
this committee. It has considered the
reports and recommendations from the
Group’s outsourced internal auditors in
detail and satisfied itself that management
had addressed these appropriately. It also
liaised closely with our new independent
auditors.
Other changes in the Board in the past 
year include the departure at the end of
February of my predecessor as chairman,
Henry Staunton to enable him to
concentrate more fully on the demands 
of his new executive role at ITV plc. Henry
successfully chaired the Board through a
challenging period whilst also holding a 
full time executive role elsewhere. His
experience and guidance were most
valuable and we are extremely grateful.
Alan Wheatley, former deputy chairman
and senior independent non-executive
director, also retired last September having
been on the Board for many years and,
although we did not serve together, it is
appropriate that I record our thanks to him
as well as to all our non-executive directors
for their work on the Company’s behalf.
Although much remains to be done,
George Burnett and his executive team
deserve to be congratulated for their
achievements over the past year. We also
have great employees in the Company and 
I should like to thank them all for their
efforts in the past year.
As to the future, your Board intends to
focus on the Group’s operational and
financial management in the coming year 
in order to improve market share, operating
margins and return on capital employed,
particularly in the UK. We look forward 
to the year ending 30 April 2005 with
guarded optimism.
Cob Stenham
Chairman
5 July 2004 05 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Chief Executive’s review 
George Burnett
Chief Executive
Overview
The Group closed its year to 30 April 2004
with a strong last quarter performance.
Operating profit before exceptional items
and goodwill amortisation for the quarter
was £12.0m compared with a loss of £0.8m
in the previous year and the profit before
exceptional items, goodwill amortisation
and tax for the quarter was £3.1m (2003 –
loss of £10.6m). There were particularly
encouraging figures for both Sunbelt, the
Group’s US division, where dollar revenues
grew by 13.8% and divisional operating
profits increased from $3.0m to $20.2m
(£1.8m to £11.0m in sterling terms) and 
for A-Plant whose divisional operating profit
was £1.5m compared with a loss of £2.4m
in the previous year.
For the full year to 30 April 2004, 
Group profits before exceptional items,
goodwill amortisation and tax were £7.6m
(2003 – loss of £1.8m). At constant
exchange rates profits would have been
33.5% higher at £10.1m. Turnover before
exceptional items, which declined by 1.6%
at constant exchange rates, was further
reduced at actual exchange rates by the
weakness of the dollar to £500.3m 
(2003 – £539.5m), a 7.3% decline.
The Group, which started the year in
default with its bankers, ended with the
achievement of financial stability through
the closing of our ten year bond issue in
April and the extension of our facilities with
1
Divisional operating 
Turnover* EBITDA* profit**
2004 2003 2004 2003 2004 2003
Sunbelt in $m 572.8 547.0 176.8 155.5 73.3 51.5
Sunbelt in £m 333.1 349.1 102.8 99.3 42.4 32.9
A-Plant 155.9 178.4 43.2 48.9 4.0 7.9
Ashtead Technology 11.3 12.0 5.7 6.1 2.7 2.5
Group central costs – – (4.7) (4.2) (4.9) (4.2)
500.3 539.5 147.0 150.1 44.2 39.1
* Before exceptional items.          ** Operating profit before goodwill amortisation and exceptional items.
existing banks until the end of September
2007. Significant exceptional costs were
incurred in this process contributing to the
FRS 3 loss before tax of £33.1m (2003 –
£42.2m loss). 
Review of trading
Sunbelt
Sunbelt enjoyed a strong recovery in the
year with dollar revenues up $25.8m or
4.7% to $572.8m. Tight control of costs
maximised the benefits of operational
gearing so that $21.8m of the increased
revenue fell to the bottom line. As a result
divisional operating profit was up 42.3% 
to $73.3m (2003 – $51.5m). 
Although the weakness of the dollar 
transformed the 4.7% increase in dollar
revenues into a 4.6% decline in sterling,  06 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Chairman’s statement Chief Executive’s review 
3 5
divisional operating profits in sterling were
still up 28.9%. EBITDA margins improved
from 28.4% to 30.9% and operating
margins from 9.4% to 12.8%.
Utilisation levels, which in the first half had
trailed the previous year, averaged 65.1%
for the year as a whole, compared with
64.5% in the previous year, thanks to a
strong last quarter. Rental rates improved
with an estimated uplift of 4% for the year
as a whole. As the year progressed and the
US economy strengthened there was also
evidence of accelerating recovery in the
non-residential construction market,
Sunbelt’s principal customer base, and in
the equipment rental market itself. This
coupled with improved utilisation and
pricing produced year on year growth in
total quarterly revenues of -1.0%, +3.2%,
+4.0% and +13.8% over the four quarters
indicating that Sunbelt continued to take
market share.
Capital expenditure in the year was kept
under tight control, with fleet investment
being largely matched with disposals in a
market where improving second hand
pricing gave further evidence of economic
recovery. There were three new profit centre
openings in the year bringing the total
number to 200.
A-Plant
For A-Plant the past year was one of
transition as its business refocusing
programme was completed. Three non-core
activities were disposed of – Mast Climbing,
Big Air and its businesses in Ireland. In
addition the final stages of the move from
five geographic regions to three product
focused divisions, Main Plant, Specialist and
Tool Hire Shops, was put in place. These
changes, coupled with the network
rationalisation begun in 2003 under which
over 20 profit centres have been closed,
contributed to a 12.6% decline in turnover
to £155.9m. Same store turnover was
down 5.3% in the year. Costs excluding
exceptional items and amortisation were
reduced by 10.9% so that the £22.5m
turnover decline was restricted to a £3.9m
reduction in divisional operating profit 
to £4.0m.
A-Plant enjoyed a much improved fourth
quarter. Same store turnover was almost in
line with last year (down 0.9%) and
utilisation rates, which for the year as a
whole averaged 59.9% compared with
60.7% in the previous year, were 63.6% 
in the last quarter, significantly above the
comparable 2003 figure of 59.6%. 
As mentioned above, divisional operating
profit for the quarter was £1.5m (prior 
year loss £2.4m).
2
4 07 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Ashtead Technology – Offshore and
Environmental
Ashtead Technology achieved an 8.0%
improvement in its divisional operating
profit in the year to 30 April 2004 despite
difficult trading in many of its markets.
Tight cost controls saw operating margins
increase to 23.9% from 20.8% in 2003.
The US businesses, both offshore and
environmental, saw growth in the year and
a new environmental profit centre was
opened in the San Francisco area. Since the
year end the first such business in the UK
has been opened in Hitchin and there are
further planned openings in Atlanta and
Chicago in the coming 12 months.
Interest and exceptional items
Interest costs before exceptional items
declined to £36.6m (2003 – £40.9m)
reflecting lower average borrowings and the
weakness of the US dollar. Exceptional items
totalled £31.5m and principally related to
costs incurred in connection with the
extension of the maturity of the Company’s
senior debt facilities.
Cash flow
The Group continued to generate strong
cash flow. Net free cash inflow (as defined)
for the year was £56.6m up 45.5% from
£38.9m in the previous year. Net debt was
reduced by £95.6m reflecting this cash
generation and the weakness of the dollar.
At constant exchange rates the reduction
was £53.6m.
Capital expenditure during the year was
reduced in line with market conditions. 
The total for the year was £72.3m (2003 –
£85.5m) of which £64.1m (2003 – £71.0m)
was spent on the rental fleet. It is anticipated
that capital expenditure in the coming year
will rise to approximately £100m, in line
with the depreciation charge. The average
age of the Group’s fleet at 30 April 2004
was 46 months (43 months in the UK and
48 months in total for the US but, when
the longer-life aerial work platform fleet is
excluded, the average fleet age for the rest
of the US fleet reduces to 35 months).
Profits on disposal of fixed assets were
£6.2m up from £3.0m in the previous year.
Current trading and outlook
The improving turnover performance, seen
in the last quarter of the financial year,
continued in the months of May and June.
Sunbelt’s dollar revenues grew 10.9% 
while A-Plant achieved like for like growth
of 2.4%. 
While a further weakening of the US dollar
and the prospect of higher interest rates
could have some negative impact, the
Board is encouraged by the improving
trends in its businesses and in the markets
in which they operate, and believes that
further progress should be achieved in the
coming year.
George Burnett
Chief Executive
5 July 2004
1. A 34’ towable manlift operated by a residential
contractor.
2. One of Sunbelt’s 1500 kw generators providing 
back-up power at Richmond Memorial Hospital, in
Columbia, S.C.
3. Tool Hire Shops’ fleet of new delivery vans.
4. Powered access equipment, Canary Wharf, London.
5. Richard Dey, Managing Director of Tool Hire Shops (left)
and Sat Dhaiwal, A-Plant CEO (right) with Carl Tidey, 
profit centre manager of the Derby South Tool Hire Shop
(centre), winner of A-Plant Profit Centre of the 
Year, 2003/4.
6. Cliff Miller, Sunbelt President & CEO (centre right) with
Brendan Horgan, COO (left), Chuck Miller, EVP Operational
Support (right) and Don Furr, profit centre manager of the
Maryland Pump and Power profit centre (centre left) and
winner of Sunbelt Profit Centre of the Year, 2003/4.
6 08 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Chairman’s statement Directors 
1 2
4 6
3
7 8
5 09 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
1 Cob Stenham BA, FCA
Non-executive Chairman
Aged 72, Cob Stenham has served as 
non-executive Chairman since 1 January
2004, as Chairman of the Nominations
Committee since 12 January 2004 and 
as a director since 27 October 2003. 
Mr Stenham also serves as Chairman of
Telewest Communications plc and Telewest
Global Inc. and as non-executive director 
of Hebridean Cruises plc, Whatsonwhen
(non-executive Chairman), Management
Consulting Group plc, Cambridge Place
Investment Management and Ifonline
Group plc (non-executive Chairman).
2 George Burnett MA, LLB, CA
Chief Executive
Aged 57, George Burnett, has served as
Chief Executive since February 2000 and as
one of our directors since May 1984. Prior
to February 2000, Mr Burnett served as our
Managing Director for 16 years. Mr Burnett
also serves as a non-executive director of
Henderson Strata Investments plc and as
Chairman of the Governors of the Surrey
Institute of Art and Design, University
College. Overall, Mr Burnett has over 26
years experience in the equipment rental
business. George Burnett is Chairman of the
Finance and Administration Committee and
a member of the Nominations Committee.
3 Ian Robson BSc, FCA 
Finance Director
Aged 45, Ian Robson has served as Finance
Director and as one of our directors since
June 2000. Prior to June 2000, Mr Robson
served for four years in a series of senior
financial positions at Reuters Group plc. Prior
to joining Reuters Group plc, Mr Robson
served for four years as a partner at Price
Waterhouse (now PricewaterhouseCoopers
LLP). Ian Robson is a member of the Finance
and Administration Committee. 
4 Cliff Miller
President & Chief Executive Officer, Sunbelt
Aged 40, Cliff Miller was appointed
President and Chief Executive Officer of
Sunbelt and as one of our directors effective
5 July 2004. Cliff Miller has more than 20
years of experience in the rental industry
and joined the Group in 1996 with the
acquisition of Maclean Rentals. From that
time until 2003 he was Vice President
responsible for Sunbelt’s North-Eastern
division. Since August 2003 he has been
one of two Executive Vice Presidents
responsible for all of Sunbelt’s front line
operations.
5 Sat Dhaiwal
Chief Executive Officer, A-Plant
Aged 35, Sat Dhaiwal has served as Chief
Executive Officer of A-Plant and as one of
our directors since March 2002. Mr Dhaiwal
served as Managing Director of A-Plant
East, one of A-Plant’s four operational
regions, from May 1998 to March 2002. 
Mr Dhaiwal served as an A-Plant trading
director from 1995 until his appointment 
as Managing Director of A-Plant East and,
prior to 1995, he served as a manager of
one of A-Plant’s profit centres. Mr Dhaiwal
has over 20 years experience in the
equipment rental industry.
6 Chris Cole C.Eng, FCIBSE
Senior independent non-executive director
Aged 57, Chris Cole has served as a director
and as a member of the Audit, Nominations
and Remuneration Committees since
January 2002. He was appointed Chairman
of the Remuneration Committee on 22
September 2003 and became the senior
independent non-executive director from
the same date. Mr Cole also serves as 
Chief Executive Officer of WSP Group plc.
7 Hugh Etheridge FCA, MCT
Independent non-executive director
Aged 54, Hugh Etheridge joined the Board
on 1 January 2004 and has been a member
of the Audit, Remuneration and
Nominations Committees since 12 January
2004. He was also appointed Chairman of
the Audit Committee on 12 January 2004.
Mr Etheridge currently serves as Chief
Financial Officer of the Waste and 
Resources Action Programme, a non-profit
organisation established by the UK
Government to promote sustainable waste
management. Mr Etheridge formerly served
as finance director of Waste Recycling
Group plc and, prior to that, of Matthew
Clark plc.
8 Philip Lovegrove, OBE, LLM
Non-executive director
Aged 66, Philip Lovegrove has served as 
a director since 1984 and is a member of
the Nominations Committee. Mr Lovegrove
also serves as Chairman of VTR plc,
Chairman of Stanelco plc and as a 
director of Fiske plc.
Details of the directors’ contracts, emoluments 
and share interests can be found in the directors’
remuneration report.
Senior management
Sunbelt
Brendan Horgan
Kurt Kenkel 
Charles Miller
Randy Nelson
Earl Rose
Brian Tate
Suzanne Wood
A-Plant
Richard Dey
Tony Durant
Paul Fereday
Gary Thompson
Richard Winfield
Ashtead Technology Rentals
Rob Phillips
Iain Guthrie
Peter Simpson
Corporate
Michael Pratt 10 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Auditors
Deloitte & Touche LLP
Hill House
1 Little New Street
London 
EC4A 3TR
Financial advisers
JPMorgan
10 Aldermanbury
London
EC2V 7RF
Close Brothers Corporate Finance
10 Crown Place
Clifton Street
London 
EC2A 2FT
Principal bankers
Lloyds TSB Bank plc
25 Gresham Street
London 
EC2V 7HN
Bank of America
5 Canada Square
London
E14 5AQ
Bank of America
100 North Tryon Street
Charlotte, NC 28255
Solicitors
Slaughter and May
One Bunhill Row
London
E1Y 8YY
Speechly Bircham
6 St Andrew Street
London 
EC4A 3LX
Parker, Poe, Adams & Bernstein LLP
Three First Union Center
401 South Tryon Street
Charlotte, NC 28202
Brokers
Panmure Gordon
50 Stratton Street
London 
W1J 8LL
Registrars & Transfer Office
Lloyds TSB Registrars
The Causeway
Worthing
West Sussex 
BN99 6DA
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Tulchan Communications Group plc
Sixth Floor
Kildare House
3 Dorset Rise
London
EC4Y 8EN
Registered office
King’s Court
41-51 Kingston Road
Leatherhead
Surrey
KT22 7AP
Tel: +44 (0) 1372 362300
Registered Number: 1807982
Advisers 
Key financial dates
2004 Annual General Meeting  
20 September 2004
Quarter 1 results’ release
20 September 2004
Quarter 2 results’ release
Mid December 2004
Quarter 3 results’ release
Late March 2005
Quarter 4 and 2005 full year 
results’ release
Early July 2005 11 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
The directors present their report and the
audited accounts for the financial year
ended 30 April 2004.
Principal activities
The principal activity of the Company is that
of an investment holding and management
company. The principal activity of the Group
is the rental of equipment to industrial and
commercial users.
Trading results and dividends
The Group’s consolidated loss before
taxation for the year was £33.1m (2003 –
loss of £42.2m). A review of the Group’s
performance is given on pages 22 to 35.
The directors do not recommend the
payment of a final dividend and recommend
that the retained loss of £34.8m be
transferred from reserves.
Share capital 
The following shareholders have notified the
directors that they hold or are beneficially
interested in 3% or more of the Company’s
ordinary share capital as set out below:
At 5 July
%
Scottish Widows Investment Partnership 6.1
JM Harvey 5.4
AIM Funds Management Inc 5.0
Goldman Sachs Group, Inc 4.1
Legal & General 3.9
Investeringsselskabet Luxor A/S 3.4
AEGON Asset Management UK 3.2
Details of directors’ interests in the Company’s ordinary share capital and in options over that share capital are given in the directors’
remuneration report on pages 16 to 21.
Share option schemes
At 30 April 2004 the following shares were subject to option:
Discretionary schemes
Number of Option price
shares per share
Exercisable between 26 August 1997 and 26 August 2004 887,290 61.440p
Exercisable between 27 September 1998 and 27 September 2005 980,344 72.535p
Exercisable between 27 February 2000 and 27 February 2007 286,000 134.665p
Exercisable between 27 February 2000 and 27 February 2007 1,053,200 132.250p
Exercisable between 3 February 2001 and 3 February 2008 235,700 191.200p
Exercisable between 5 February 2001 and 5 February 2008 1,918,000 184.200p
Exercisable between 5 January 1998 and 5 January 2005* 1,124 170.370p
Exercisable between 24 February 2002 and 24 February 2009 348,450 177.830p
Exercisable between 26 February 2002 and 26 February 2009 901,450 172.500p
Exercisable between 22 February 2003 and 22 February 2010 803,000 102.000p
Exercisable between 8 March 2003 and 8 March 2010 265,500 101.840p
Exercisable between 8 August 2003 and 8 August 2010 745,500 102.500p
Exercisable between 16 August 2003 and 16 August 2010 29,500 101.670p
Exercisable between 9 February 2004 and 9 February 2011 2,639,360 125.000p
Exercisable between 26 February 2004 and 26 February 2011 372,750 124.500p
Exercisable between 26 February 2005 and 26 February 2012 3,431,500 41.500p
Exercisable between 2 August 2005 and 2 August 2012 400,000 49.500p
15,298,668
SAYE scheme
Exercisable between 1 April and 30 September 2004 (5 year contract) 10,860 133.600p
Exercisable between 1 April and 30 September 2005 (5 year contract) 73,016 81.340p
Exercisable between 1 April and 30 September 2004 (3 year contract) 31,464 94.800p
Exercisable between 1 April and 30 September 2006 (5 year contract) 24,920 94.800p
Exercisable between 1 April and 30 September 2005 (3 year contract) 485,008 41.600p
Exercisable between 1 April and 30 September 2007 (5 year contract) 177,423 41.600p
Exercisable between 1 May and 31 October 2006 (3 year contract) 1,595,494 24.270p
Exercisable between 1 May and 31 October 2008 (5 year contract) 1,012,091 24.270p
3,410,276
* These options result from the rolling over of options under the Sheriff Holdings share option schemes into options under the Company’s schemes.
Directors’ report 12 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Employees 
The total number of employees worldwide
of the Group at 30 April 2004 was 5,833.
The Group makes every reasonable effort to
give disabled applicants, and existing
employees becoming disabled, opportunities
for work, training and career development
in keeping with their aptitudes and abilities.
The Group is an equal opportunities
employer. 
The Group has taken action consistently
through the year to maintain and develop
arrangements aimed at involving employees
in its affairs. For example, monthly meetings
are held at profit centres to discuss the
previous month’s performance. The Group
has a positive approach to health and safety
at work and to compliance with the law and
the requirements of the regulatory bodies in
both the UK and the US. A copy of the
relevant formal statement of the Group’s
policy on health and safety is on display at
profit centres in the UK and the US.
The Group encourages employees to
become shareholders through discretionary
and SAYE share option schemes. Details of
options outstanding under these schemes
are set out on page 11.
Directors and directors’ insurance
Details of the directors of the Company are
given on pages 8 and 9. The Company has
maintained insurance throughout the year
to cover all directors against liabilities in
relation to the Company and its subsidiary
undertakings. 
Future developments 
The Group seeks to develop by expansion of
its activities in equipment rental.
Policy on payment of suppliers 
Suppliers are paid in accordance with the
individual payment terms agreed with each
of them. The number of Group creditor days
at 30 April 2004 was 81 days (30 April 2003
–162 days on a comparable basis) which
reflects the terms agreed with individual
suppliers. There were no trade creditors in
the Company’s balance sheet at any time
during the past two years.
Political and charitable donations 
Charitable donations in the year amounted
to £33,800 in total (2003 – £1,250). No
political donations were made in either year. 
Environmental report
The Group, through its equipment
purchasing policies, maintenance
programmes and environmental monitoring
practices, endeavours to ensure that its
trading activities have as little adverse
impact on the environment as it is possible
to achieve. In pursuit of this ideal, the Group
has developed environmental management
processes which are designed to ensure:
• compliance with relevant legislation;
• removal of potential causes of
environmental damage where 
practicable; and
• continuous reduction in environmental
impact through monitoring and 
corrective action.
The Group’s continued investment in its
rental fleet, along with its maintenance
programmes, minimises both pollution to
the atmosphere and accidental
contamination. The facilities the Group
maintains throughout its profit centre
network enable waste to be disposed of
correctly, bulk fuels to be stored safely and
fleet cleaning and maintenance to be carried
out efficiently. 
Group companies have documented
procedures at profit centre level for fleet
maintenance, removal of waste from
customers’ sites back to Company premises
for safe disposal as well as contractual
arrangements for the disposal of all major
waste products. 
The Group’s internal operational audit teams
measure and monitor environmental
performance and control measures at profit
centres as part of their rolling audit
programme and report their findings to
senior operational management. 
Auditors
The Board decided to appoint Deloitte &
Touche LLP as auditors to the Company.
Accordingly, PricewaterhouseCoopers LLP
resigned on 23 March 2004 and Deloitte &
Touche LLP was appointed by the directors
on the same day.
Deloitte & Touche LLP has indicated its
willingness to continue in office and a
resolution concerning their re-appointment
and authorising the directors to fix their
remuneration will be proposed at the
Annual General Meeting.
Annual General Meeting 
The Annual General Meeting will be held at
11.30 am on Monday 20 September 2004.
For ordinary shareholders, a separate Notice 
of Annual General Meeting, which includes
an explanation of the proposed resolutions,
will be mailed separately in advance of 
the meeting.
By Order of the Board 
Ian Robson
Finance Director
5 July 2004
Directors’ report Introduction 
The Company is committed to maintaining high standards of
corporate governance. The Board recognises that it is accountable
to the Company’s shareholders for corporate governance and this
statement describes how the relevant principles have been practised
by the Company.
The Company complied throughout the year with the provisions of
corporate governance set out in Section 1 of the Combined Code
on Corporate Governance save that at the beginning of the year
the service contracts of Mr Burnett and Mr Dressel provided for
either notice periods in excess of one year or pre-determined
compensation in excess of one year’s salary. Mr Dressel’s contract
was terminated on 29 July 2003 and Mr Burnett signed a new
contract on 18 September 2003, under which his notice period was
reduced to one year. 
Therefore, since 18 September 2003, the Company has complied
fully with all the provisions of corporate governance set out in
Section 1 of the Combined Code.
The Board is evaluating the principles of the revised Combined
Code issued in July 2003 which will apply to the Company in
respect of the year ending 30 April 2005. The Board aims to report
substantial compliance throughout 2004/5 in its next annual report
to shareholders.
The Board
The Company’s Board comprises the non-executive chairman, the
chief executive, the finance director, the executive heads of Sunbelt
and A-Plant, the senior independent non-executive director and two
other non-executive directors. Short biographies of the directors are
given on page 9.
All directors are responsible under the law for the proper conduct 
of the Company’s affairs. The directors are also responsible for
ensuring that the strategies proposed by the executive directors 
are discussed in detail and critically assessed to ensure that they
conform with the long term interests of shareholders and are
compatible with the interests of employees, customers and
suppliers. The Board has reserved to itself those matters which
reinforce its control of the Company. These include treasury policy,
acquisitions and disposals, appointment or removal of directors or
the company secretary, appointment or removal of auditors and
approval of the annual accounts.
To ensure that the directors are suitably briefed to fulfil their 
roles, regular reports and briefings are provided to the Board 
by the executive directors and the company secretary. The Board
normally meets at least six times a year and there is contact
between meetings to advance the Company’s activities. The
directors also have access to the company secretary and a
procedure is in place for them to take independent advice 
as needed at the Company’s expense.
All directors are subject to election by shareholders at the first
annual general meeting after their appointment and to re-election
thereafter at intervals of no more than three years. Non-executive
directors are appointed for specified terms not exceeding three years
and are subject to re-election and the provisions of the Companies
Act relating to the removal of a director.
Board committees
Audit Committee
The Audit Committee is composed of Mr Etheridge (chairman since
12 January 2004) and Mr Cole. Mr Cole served throughout the year
and Mr Lovegrove served as chairman until 12 January 2004 and as
a member until the end of the year. Mr Wheatley and Mr Staunton
were members of the Committee until their retirements on 22
September 2003 and 20 February 2004 respectively. In line with 
the recent recommendations of the Smith Committee, our non-
executive chairman, Mr Stenham, is not a member of the Audit
Committee, but attends meetings when requested.
Our finance director, Mr Robson, our director of financial reporting,
Mr Pratt and our other directors normally attend parts of the
Committee’s meetings as do representatives of our internal and
external auditors. In addition the members of the Committee meet
alone amongst themselves and also with the external auditors at
least annually.
The Audit Committee meets at least four times a year to review the
draft interim and annual financial statements, to consider the key
accounting estimates and judgements contained therein and to
consider reports from both the external and internal auditors. The
Audit Committee also evaluates the effectiveness of our internal
controls and financial and accounting policies and is responsible for
dealing with any matters brought to its attention by our auditors.
The Audit Committee also keeps under review the effectiveness of
both internal and external audit as well as the independence of the
external auditors including the level of non audit fees paid. In this
respect the Audit Committee notes that non audit fees paid to
Deloitte & Touche LLP were incurred under letters of engagement
approved prior to that firm’s appointment as external auditors.
During the year, following a recommendation to this effect from 
the members of the Audit Committee, the Board decided to
appoint Deloitte & Touche LLP as external auditors in place of
PricewaterhouseCoopers LLP . Following this appointment, the Audit
Committee will reconsider the appointment of Deloitte & Touche
LLP as internal auditors in the second half of 2004. 
Remuneration Committee
The members of the Remuneration Committee are Mr Cole
(member throughout the year and chairman from 22 September
2003) and Mr Etheridge (appointed 12 January 2004). Mr
Wheatley (as chairman) and Mr Staunton served the Committee
until their retirements on 22 September 2003 and 20 February
2004, respectively. Mr Lovegrove also served as a member of the
committee until the end of the year. The Remuneration Committee
meets three or four times a year to set the compensation packages
for the executive directors, to establish the terms and conditions of
the executive directors’ employment and to set remuneration policy
generally. Mr Stenham and Mr Burnett (but not any of the other
executive directors) normally attend the meetings of the
Committee to assist them in their work.
13 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Corporate governance report None of the members of the Remuneration Committee is currently
or has been, at any time since the time of our formation, one of 
our executive directors or employees. None of our executive
directors currently serves, or in the past has served, as a member 
of the board of directors of any other company which has one 
or more of its executive directors serving on our Board or
Remuneration Committee.
Nominations Committee
The members of the Nominations Committee who served
throughout the year unless otherwise stated are Mr Stenham
(chairman from 12 January 2004), Mr Burnett, Mr Cole, 
Mr Etheridge (appointed 12 January 2004) and Mr Lovegrove. 
Mr Wheatley and Mr Staunton (who was also chairman until 
12 January 2004) served the Committee until their retirements 
on 22 September 2003 and 20 February 2004 respectively. 
The Nominations Committee meets as required to review the
composition of, and to recommend any proposed changes 
to the structure and composition of, the Board of Directors.
Finance and Administration Committee
The Finance and Administration Committee is composed of 
Mr Stenham, Mr Burnett and Mr Robson. The board of directors
has delegated authority to this Committee to deal with routine
financial and administrative matters between Board meetings. 
The Committee meets as necessary to perform its role and has 
a quorum requirement of two members with certain matters
requiring the presence of Mr Stenham, our non-executive
chairman, including, for example, the approval of material
announcements to the London Stock Exchange.
Internal control
The directors acknowledge their responsibility for the Group’s
system of internal control and confirm they have reviewed 
its effectiveness. In doing so, the Group has taken note of the
guidance for directors on internal control, Internal Control:
Guidance for Directors on the Combined Code (the Turnbull
Guidance).
The Board confirms that there is a process for identifying, evaluating
and managing significant risks faced by the Group. This process has
been in place for the full financial year and is ongoing. It is kept
under regular review by the executive directors and is considered
periodically by the Board and accords with the Turnbull Guidance.
The Board considers that the Group’s internal control system is
appropriately designed to manage, rather than eliminate, the risk 
of failure to achieve business objectives. Any such control system,
however, can only provide reasonable and not absolute assurance
against material misstatement or loss. 
The process for keeping risks and the related internal controls under
review is based initially on work undertaken by the heads of the US
and UK internal operational audit teams. In the year ended 30 April
2001 they undertook a thorough review of the Group and of the
risks it faces in its business and of how these risks are managed.
Each year since, they have reviewed and updated this work and
produced an annual report in conjunction with the management
teams of each of the Group’s businesses. Their work included
consideration of whether there were any matters which had arisen
since their first report was prepared which might indicate omissions
or inadequacies in their initial review. They also considered whether,
as a result of changes in either the internal or external environment,
new significant risks had arisen. The executive directors reviewed
their draft report which was then presented to, discussed by and
approved by the Group Board on 29 June 2004.
Before producing the statement on internal control for the 
annual report and accounts for the year ended 30 April 2004, 
the Board reconsidered the operational effectiveness of the 
Group’s internal control systems. In particular, this considered 
the status of implementation of the internal control improvement
recommendations made by the investigating accountants and 
our then external auditors following the breakdown in internal
controls at Sunbelt in the year ended 30 April 2003 and the internal
audit work undertaken subsequently during the year ended 30 April
2004. The control system includes written policies and control
procedures, clearly drawn lines for accountability and delegation of
authority, and comprehensive reporting and analysis against budgets
and latest forecasts. The recommendations raised in 2003 by the
investigating accountants who reviewed the accounting breakdown
at Sunbelt and by our then external auditors have now been
implemented. A substantial majority of the internal audit
recommendations have also been implemented.
In a group of the size and complexity and geographical diversity 
of Ashtead, it should be expected that minor breakdowns in
established control procedures might occur. There are supporting
policies and procedures for investigation and management 
of control breakdowns at any of the Group’s profit centres 
or elsewhere. 
The Audit Committee also meets with the external auditors at least
four times a year to discuss the results of their work. In relation to
internal financial control, the Group’s control and monitoring
procedures include:
• the maintenance and production of accurate and timely financial
management information, including a monthly profit and loss
account and selected balance sheet data for each profit centre;
• the control of key financial risks through clearly laid down
authority levels and proper segregation of accounting duties at the
Group’s accounting support centres;
• the preparation of a regular financial report to the Board including
profit and loss accounts for the Group and each subsidiary,
balance sheets and cash flow statements;
• the preparation of an annual budget and periodic update
forecasts which are reviewed by the executive directors and then
by the Board;
• a programme of rental equipment inventories and full inventory
counts conducted at each profit centre by equipment type
independently checked on a sample basis by our internal and
external auditors;
• detailed internal audits at the Group’s major accounting centres
undertaken by internal audit specialists from Deloitte & Touche
LLP; and 
14 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Corporate governance report • comprehensive audits of all profit centres carried out on average
at least once per year by internal operational audit. Copies of
these reports are also supplied to the Group Finance Director to
whom the heads of the Sunbelt and A-Plant internal operational
audit teams have direct access in the event of any issues which
they may need to discuss independently of the operational
management teams.
Directors’ responsibilities in relation to the 
financial statements 
The directors are required by the Companies Act 1985 to prepare
financial statements for each financial year which give a true and
fair view of the state of affairs of the Company and the Group as 
at the end of the financial year and of the profit or loss for the
financial year.
In preparing the financial statements the directors are required to:
• select suitable accounting policies and then apply them
consistently, supported by judgements and estimates that are
reasonable and prudent;
• state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
• prepare the financial statements on a going concern basis unless
this is inappropriate.
The directors are also responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 1985. 
The directors also have responsibility for taking reasonable steps 
to safeguard the assets of the Group and prevent and detect fraud
and other irregularities.
The maintenance and integrity of the Ashtead Group 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
first published.
Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation 
in other jurisdictions.
Going concern
After making appropriate enquiries the directors have a reasonable
expectation that the Company and the Group have adequate
resources to continue in operational existence for the foreseeable
future and that it is therefore appropriate to adopt the going
concern basis in preparing the financial statements. In forming this
view the directors have reviewed the Group’s budgets and cash flow
forecasts for a period of more than 12 months from the date of 
the approval of these financial statements and considered the
sufficiency of the Group’s banking facilities described on pages 51
and 52 of the financial statements.
By order of the Board
Cob Stenham
Chairman
5 July 2004
15 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Corporate governance report Introduction
This report has been prepared in accordance with the Directors’
Remuneration Report Regulations 2002. The report also meets
the relevant requirements of the Listing Rules of the Financial
Services Authority and describes how the Board has applied 
the Principles of Good Governance relating to directors’
remuneration. As required by the Regulations, a resolution to
approve the report will be proposed at the forthcoming Annual
General Meeting of the Company.
The Regulations require the auditors to report to the Company’s
members on the ‘auditable part’ of the Directors’ Remuneration
Report and to state whether in their opinion that part of the report
has been properly prepared in accordance with the Companies Act
1985 (as amended by the Regulations). The report has therefore
been divided into separate sections for audited and unaudited
information.
Unaudited information
Remuneration Committee
The Company has established a Remuneration Committee (‘the
Committee’) in accordance with the recommendations of the
Combined Code. The members of the Committee are Mr Cole
(member throughout the year and chairman from 22 September
2003) and Mr Etheridge (appointed 12 January 2004). In addition,
the Committee was served by Mr Wheatley as chairman until his
retirement on 22 September 2003, Mr Staunton as a member until
his retirement on 20 February 2004 and Mr Lovegrove until the end
of the year, which covered the period during which the Committee
considered the directors’ remuneration for 2004. None of the
Committee members has any personal financial interests, other 
than as shareholders, in the matters to be decided.
The Group’s Chief Executive, Mr Burnett, normally attends the
meetings of the Committee to advise on operational aspects of 
the implementation of existing policies and policy proposals, except
where his own remuneration is concerned, as does the non-
executive chairman, Mr Stenham. The company secretary acts 
as secretary to the Committee. In formulating its policies, the
Committee has access to professional advice from outside the
Company, if required, and to publicly available reports and statistics. 
Remuneration policy for executive directors
Executive remuneration packages are designed to attract, motivate
and retain directors of the high calibre needed to achieve the
Group’s objectives and to reward them for enhancing value to
shareholders. The main elements of the remuneration package 
for executive directors and senior management are:
• basic annual salary and benefits in kind; 
• annual performance bonus plan;
• share related incentives, including the Investment Incentive Plan 
(a long-term co-investment plan) approved by shareholders on 
8 October 2001; and
• pension arrangements.
In assessing all aspects of pay and benefits, the Company compares
packages offered by similar companies, which are chosen having
regard to:
• the size of the company (turnover, profits and number of 
people employed); 
• the diversity and complexity of its businesses; 
• the geographical spread of its businesses; and 
• their growth, expansion and change profile.
In making the comparisons, the Company takes into consideration
the scope of the Group’s business, particularly its significant
operations in the US where the Company has a number of active,
publicly quoted, competitors. 
The Committee implements its remuneration policies by the design
of reward packages for executive directors comprising the
appropriate mix of salary, performance related cash incentive
bonuses and share options. Mr Burnett, with the approval of the
Board, holds two non-executive appointments outside the Group
and is allowed to retain the fees arising therefrom. None of the
other executive directors holds any outside appointments. In the
past year the Company has not obtained advice in regard to
executive directors’ salary and incentive rewards from any third 
party adviser.
Basic salary
An executive director’s basic salary is normally determined by the
Committee before the start of the year and when an individual
changes position or responsibility. In deciding appropriate levels, 
the Committee considers the Group as a whole and seeks to be
competitive, but fair, using information provided both by internal
and external sources. During the year, due to the weak financial
performance of the Group in the year ended 30 April 2003 and 
the consequent reduction in its market capitalisation, the level of
the executive directors’ basic salary was reviewed and, in the case 
of Mr Burnett and Mr Robson, adjusted downwards.
Annual performance related bonus plans
Under the annual performance related bonus plans for UK based
executive directors, payments are related directly to performance,
subject to a cap at two-thirds of an executive director’s salary. The
discretionary annual bonus plan for Mr Burnett and Mr Robson
depended partly on financial performance and partly on non-
financial targets relating to our refinancing. Mr Dhaiwal’s
discretionary bonus plan depended mainly on the financial
performance of A-Plant. 
In the year ended 30 April 2004, Mr Burnett and Mr Robson did
not achieve their performance targets relating to the Company’s
financial performance. However, they were awarded discretionary
bonuses to recognise the efforts which they had made to deliver
the successful refinancing of the Group’s debt facilities with the
completion of the issue of the senior secured notes in April 2004.
Accordingly, Mr Burnett earned 21% of his maximum potential
bonus and Mr Robson earned 42% of his maximum potential
bonus. In addition, Mr Dhaiwal was awarded a discretionary bonus
in respect of delivering our lenders’ requirements of A-Plant,
representing 15% of his maximum potential bonus.
16 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Directors’ remuneration report Share related incentives
Details of the Company’s existing arrangements are set out below.
The Committee is currently reviewing future share based incentive
arrangements with external advice.
Share option schemes
In relation to share option awards, the Committee’s policy is to
make regular awards to senior staff in order that their personal
interests are aligned with those of shareholders. The value of the
shares underlying the options awarded is assessed by reference to 
a number of factors including the employee’s salary, seniority and
length of service as well as both the Company’s and the individual’s
performance in the year prior to the award. 
It is the Company’s practice to normally award share options
annually taking into account the results of the Group and/or the
operating division in the financial year ending on the 30 April
immediately before the date of grant and individual performance
and contribution in determining the amount of individual awards.
However, in light of the Company’s financial performance in the
year ended 30 April 2003 no option awards were made in the year
to 30 April 2004.
Investment Incentive Plan
The Investment Incentive Plan is a long-term incentive plan which
provides for participants, who so elect, to invest all or a portion of
their annual cash bonuses in shares of the Company and, thus,
become eligible for matching awards in the form of shares which
only vest subject to demanding performance conditions. 
The matching awards are made in respect of investment shares
acquired by the director with all or part of their bonus for the
previous financial year. The matching awards only vest, in whole or
part, based on the annual growth in the Company’s earnings per
share (‘EPS’) in the three year period following the award over that
of the year ended 30 April immediately prior to the date of the
award and on the Company’s Total Shareholder Return (‘TSR’)
performance relative to a comparator group. In respect of the
matching awards granted, the relevant performance period is the
three year period from 8 October 2001 (when the Company’s share
price at close was 72p) to 8 October 2004 for the awards granted
in 2001/2 and over the three year period from 29 July 2002 (when
the share price was 49.5p) to 28 July 2005 for the award granted in
2002/3. The comparator group comprises all of the FTSE 250 mid-
cap stocks other than investment trusts.
The above performance conditions have been chosen because they
are felt to align most closely the interests of senior management
with the interests of shareholders, by rewarding management for
achieving superior relative total shareholder return performance
compared with the FTSE 250 as a whole, excluding investment
trusts. The FTSE 250 is considered to be the Stock Exchange index
most appropriate to the size and scale of the Company’s operations.
Vesting of the matching awards is based on the following required
performance grid:
Vesting operates on a scaled basis for performance between the
target levels shown in the grid above. Performance is measured 
at the end of the three year performance period when the awards
either vest in full or part or lapse completely. For performance
measurement purposes earnings per share is based on the profit
before exceptional items measured under consistently applied
accounting policies. Although the 2001/2 awards will not finally
lapse until after 8 October 2004, the Company’s financial
performance to 30 April 2004 was below the minimum EPS growth
target and accordingly no matching awards will be made in respect
of that year’s awards. In connection with the operation of the plan,
the Company established an Employee Share Ownership Trust
which holds 2,723,461 shares. Ownership of 2,072,582 
of these shares has been conditionally transferred to each director
subject to forfeiture to the extent that the required performance
conditions are not attained. The executive directors have waived
their entitlement to any dividend on the shares conditionally
transferred to them until the conclusion of the relevant
performance period.
The Company charges against profit each year an amount equal
to one-third of the expected cost of the proportion of the
matching award expected to vest at the end of the three year
performance period.
No awards were made under this plan in the financial year but it is
the Committee’s intention to offer awards to senior executives in
relation to their bonuses for the year ended 30 April 2004.
Relative performance
The following graph compares total shareholder return performance
of the Company with the FTSE 250 Index (excluding investment
trusts) over the five years ended 30 April 2004. This index was
selected as it is the measure used for performance comparison
under the Company’s Investment Incentive Plan.
17 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Directors’ remuneration report
1.00 x Match
Below Median TSR
Real EPS
growth 
performance
TSR performance against peer group
Median
0.75 x Match
0.50 x Match
Upper range
RPI + 7% p.a.
Target range
RPI + 5% p.a.
Minimum range
RPI + 3% p.a.
No Matching Award vests
63rd
Percentile
75th
Percentile
2.5 x
Match
3.0 x
Match
2.0 x
Match
2.5 x
Match
1.5 x
Match
2.0 x
Match
1.5 x
Match
1.0 x
Match
2.0 x
Match Total shareholder return
Directors’ pension arrangements
Mr Burnett’s pension entitlement is funded through contributions 
to the managed funds of independent fund managers operated
through the Ashtead Group plc Pension Scheme. Mr Burnett’s
pension in payment increases in line with price inflation, up to 7% 
a year. A spouse’s pension of two-thirds of Mr Burnett’s retirement
benefit is payable in the event of his death either before or after
retirement. The Company receives regular advice from external
advisers on the level of contributions required to meet the
anticipated final salary liability. Mr Burnett makes no contribution
towards the cost of his pension entitlement. Under the provisions 
of Mr Burnett’s amended contract, for the purpose of the required
disclosure of year end transfer value, the total funds accumulated
within the pension fund are now treated as vested explaining the
significant increase in transfer value at 30 April 2004 despite the
£105,000 reduction in his accrued pension entitlement in the year.
Under the terms of his contract, Mr Robson is entitled to retire at
age 60 on a pension equal to one-thirtieth of his final salary for
each year of pensionable service. He is a member of the Company’s
Retirement Benefits Plan, which is a defined benefits scheme, in
respect of his earnings up to the Inland Revenue limit. The pension
in respect of his earnings above that limit is provided by an
unapproved, unfunded retirement benefits arrangement agreed
between him and the Company. Mr Robson’s contract also contains
early retirement provisions allowing him to retire and draw a
pension based on actual years of service, but without deduction for
early payment which take effect once he has completed ten years
service with the Company (or at anytime after age 50 if there is a
change of control). Mr Robson pays contributions equal to 5% of
his salary, all of which were paid to the Retirements Benefits Plan 
in the current year.
Mr Dhaiwal’s pension benefits are also provided through the
Ashtead Group plc Retirement Benefits Plan in respect of his
earnings up to the Inland Revenue limit. The pension in respect 
of his earnings above that limit is provided by an unapproved,
unfunded retirement benefits arrangement between him and the
Company. His pension rights accrue at the rate of one-sixtieth of 
basic salary for each year of pensionable service and his normal
retirement is at age 65.
Except where otherwise stated above, the Retirement Benefits Plan
provides:
• in the event of death in service or death between leaving service
and retirement while retaining membership of the plan, a spouse’s
pension equal to 50% of the member’s deferred pension
calculated at the date of death plus a return of his contributions;
• in the event of death in retirement, a spouse’s pension equal to
50% of the member’s pension at the date of death;
• an option to retire at any time after age 50 with the Company’s
consent. Early retirement benefits are reduced by an amount
agreed between the Actuary and the Trustees as reflecting the
cost to the plan of the early retirement;
• pension increases in line with the increase in retail price inflation
up to a limit of currently 5% a year (although the Government is
currently proposing that this limited inflation proofing be
reduced); and
• transfer values do not include discretionary benefits.
Executive directors’ service agreements
Following the amendment to Mr Burnett’s service agreement on 
18 September 2003, his contract now provides for termination by
either party by the giving of 12 months’ notice. The contract further
provides that Mr Burnett is required to give the Company six
months’ notice if he wishes to retire on or after attaining the age of
60. Mr Burnett’s agreement without compensation to accept
reduction of his notice period to 12 months completed a process in
which he has successively accepted reduction of his notice period
from the original five years without any payment of compensation.
The service agreements between the Company and Mr Robson
(dated 4 August 2000), Mr Dhaiwal (dated 8 July 2002) and Mr
Miller (dated 5 July 2004) are also terminable by either party giving
the other 12 months’ notice. The service agreements of the
executive directors all contain suitable non-compete provisions
appropriate to their roles in the Group.
Remuneration policy for non-executive directors
The remuneration of the non-executive directors is determined by
the Board within limits set out in the Articles of Association. The
Chairman has a service contract with the Company terminable 
on three months’ notice by the Company or immediately by the
members in general meeting. The contract also provides for
compensation following termination by reason of any change of
control equal to 12 months’ fees. None of the other non-executive
directors has a service contract with the Company and their
appointment is therefore terminable by the Board at any time.
An ordinary resolution concerning the Group’s remuneration
policies will be put to shareholders at the forthcoming Annual
General Meeting.
18 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Directors’ remuneration report
0
20
40
60
80
100
120
140
Apr 99 Apr 00 Apr 01 Apr 02 Apr 03 Apr 04
FTSE 250 excl. Inv. Trusts Ashtead Group Audited information
Directors’ emoluments
The emoluments of the directors, excluding pensions benefits, which are included in staff costs in note 3 to the financial statements, 
were as follows:
19 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Directors’ remuneration report
Performance Compensation Total Total
related Benefits Other taxed for loss of emoluments emoluments
Salary Fees bonus in kind (i) allowances (ii) office 2004 2003
Name £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Executive:
GB Burnett 290 – 40 1 13 – 344 441
SS Dhaiwal 150 – 15 1 11 – 177 169
SI Robson 213 – 60 – 11 – 284 229
Non-executive:
C Cole –28–––– 28 25
HC Etheridge – 20 –––– 20 –
PA Lovegrove –29–––– 29 30
AWP Stenham – 48 – – 5 – 53 –
Former directors:
JB Dressel 63 – – 1 1 170 235 259
HE Staunton – 102 –––– 102 130
AE Wheatley– 28 –––– 28 55
716 255 115 3 41 170 1,300 1,338
(i) Benefits in kind comprises private medical insurance and subscriptions.
(ii) Taxed allowances include car allowances and a contribution to the Chairman’s office costs.
Directors’ pension benefits
Increase/(decrease) in annual 
Accrued Accrued
pension during the year
Transfer value Transfer value Increase
pensionable Contributions annual Total of accrued of accrued in transfer
Age at service at paid by the pension at Excluding increase/ pension at pension at value over
30 April 2004 30 April 2004 director 30 April 2004 inflation (decrease) 30 April 2004 30 April 2003 the year
Years Years £’000 £’000 £’000 £’000 £’000 £’000 £’000
GB Burnett 57 20 – 263 (115) (105) 7,271 5,219 2,052
SS Dhaiwal 35 10 8 22 5 6 62 35 19
SI Robson 45 4 11 26 4 5 193 106 76
Notes:
(1) The transfer values represent the amount which would have been paid to another pension scheme had the director elected to take a transfer of his accrued pension entitlement
at that date and have been calculated by the schemes’ actuaries in accordance with Actuarial Guidance Note GN11 published by the Institute of Actuaries and the Faculty of
Actuaries. They are not sums paid or due to the directors concerned.
(2) The increase in transfer value in the year is stated net of the members’ contributions made by Mr Robson and Mr Dhaiwal.
The salary shown above for Mr Dressel relates to the period up to
29 July 2003 when his appointment as a director of the Company
and President and Chief Executive Officer of Sunbelt was terminated
with immediate effect. Under the terms of his contract with Sunbelt
he was entitled, subject to certain conditions including an obligation
on his part not to compete with Sunbelt or to solicit any of its
employees for a minimum period of two years, to continue to
receive his annual salary of $400,000 for a matching two year
period. These salary payments, which have been provided in 
full in the financial statements, are disclosed as compensation 
for loss of office when paid. No other payments are due with
respect to Mr Dressel’s departure and his participation in the
Investment Incentive Plan and his interest in share options have 
now both lapsed.
Under the latest amendment to his service contract discussed above,
Mr Burnett’s pension entitlement now provides for an annual
pension of £275,000 if he retires on 5 April 2005. His pension
entitlement is reduced by £1,100 per annum for each month by
which his date of retirement falls before 5 April 2005 and is
increased by £1,100 for each month his retirement date is later 
than 5 April 2005. 
Mr Dressel was a member of the US defined contribution plan 
to which the Group contributed £1,110 in the year until his
employment was terminated (£3,511 in 2003). Directors’ interests in shares
The directors of the Company are shown below together with their interests in the share capital of the Company:
30 June 2004 30 April 2004 30 April 2003
Number of ordinary Number of ordinary Number of ordinary
shares of 10p each shares of 10p each shares of 10p each
Beneficial Non-beneficial Beneficial Non-beneficial Beneficial Non-beneficial
GB Burnett 12,805,761 1,056,192 12,805,761 1,056,192 12,805,761 1,056,192
C Cole 20,000 – 20,000 – 20,000 –
SS Dhaiwal 13,000 – 13,000 – 13,000 –
HC Etheridge – ––– n/a n/a
PA Lovegrove 382,500 – 382,500 – 382,500 –
SI Robson 164,644 – 164,644 – 164,644 –
AWP Stenham 200,000 – 200,000 – n/a n/a
Investment Incentive Plan
The maximum number of shares which may vest under issued matching awards is shown below:
At 30 April 2004 At 30 April 2003
GB Burnett – award granted in 2001/2 1,422,006 1,422,006
SI Robson – award granted in 2001/2 474,107 474,107
– award granted in 2002/3 176,469 176,469
Directors’ interests in share options
Options at Market Options at Earliest
1 May 2003 Granted Exercised/ price at 30 April 2004 normal
or on during (lapsed) date of or on Exercise exercise 
appointment the year during year exercise cessation price date Expiry
Discretionary schemes
GB Burnett 491,400 – – – 491,400 61.440p Aug 1997 Aug 2004
487,494 – – – 487,494 72.535p Sept 1998 Sept 2005
200,000 – – – 200,000 132.250p Feb 2000 Feb 2007
350,000 – – – 350,000 184.200p Feb 2001 Feb 2008
166,700 – – – 166,700 172.500p Feb 2002 Feb 2009
300,000 – – – 300,000 102.500p Aug 2003 Aug 2010
90,000 – – – 90,000 125.000p Feb 2004 Feb 2011
SS Dhaiwal 40,000 – – – 40,000 132.250p Feb 2000 Feb 2007
32,500 – – – 32,500 184.200p Feb 2001 Feb 2008
50,000 – – – 50,000 172.500p Feb 2002 Feb 2009
35,000 – – – 35,000 125.000p Feb 2004 Feb 2011
100,000 – – – 100,000 41.500p Feb 2005 Feb 2012
150,000 – – – 150,000 49.500p Aug 2005 Aug 2012
SI Robson 29,500 – – – 29,500 101.670p Aug 2003 Aug 2010
195,500 – – – 195,500 102.500p Aug 2003 Aug 2010
230,000 – – – 230,000 125.000p Feb 2004 Feb 2011
300,000 – – – 300,000 41.500p Feb 2005 Feb 2012
Former director
JB Dressel 60,000 – – – 60,000 132.250p Feb 2000 Feb 2007
200,000 – – – 200,000 184.200p Feb 2001 Feb 2008
66,700 – – – 66,700 172.500p Feb 2002 Feb 2009
140,000 – – – 140,000 102.500p Aug 2003 Aug 2010
230,000 – – – 230,000 125.000p Feb 2004 Feb 2011
300,000 – – – 300,000 41.500p Feb 2005 Feb 2012
SAYE scheme
GB Burnett 24,029 – – – 24,029 24.270p May 2006 Oct 2006
SS Dhaiwal 24,029 – – – 24,029 24.270p May 2006 Oct 2006
SI Robson 40,049 – – – 40,049 24.270p May 2008 Oct 2008
20 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Directors’ remuneration report The above discretionary options are exercisable subject to the
following performance criteria: 
(i) As was usual at that time, options granted in 1994 and 1995
were not subject to any performance criteria;
(ii) In line with recommendations extant at the time from
Institutional shareholder representative bodies, options granted
in 1997, 1998, 1999, 2000 and 2001 were conditional on the
Group achieving real growth in earnings per share of 2% per
annum over any continuous three year period during the option
period; and
(iii) Options granted in 2002 and subsequently now require real
growth in earnings per share of 3% per annum over any
continuous three year period before they become exercisable.
The Remuneration Committee considers that these performance
hurdles were in line with common practice when the options 
were granted.
The market price of the Company’s shares at the end of the
financial year was 29.75p and the highest and lowest prices during
the financial year were 37.0p and 7.75p respectively.
Mr Dhaiwal holds 50,000 units under the Cash Incentive Scheme
which were granted to him on 22 February 2000 when he was not
a director. This award is subject to the same performance conditions
as apply to the Company’s unapproved share option scheme and is
exercisable in the period from 22 February 2003 to 21 February
2010. If the performance criteria are satisfied at any point during
that period and the options exercised, the difference between the
mid market price of Ashtead Group plc shares on that day and the
grant price of 102p per unit multiplied by the number of units held
will be paid to Mr Dhaiwal by way of a cash award.
Chris Cole
Chairman, Remuneration Committee
5 July 2004
21 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Directors’ remuneration report Introduction
This Operating and Financial Review has been prepared reflecting
the guidance for such statements provided by the Accounting
Standards Board. Accordingly it discusses our financial results, cash
flows and balance sheet fluctuations as well as certain factors
affecting our financial performance, our critical accounting policies
and certain market risks to which our treasury operations subject us.
Business overview
The Group believes it is one of the largest equipment rental
groups in the world with a network of 428 profit centres in the
US, the UK, Singapore and Canada at 30 April 2004. Equipment
rental companies provide customers with a comprehensive range
of equipment, including larger equipment such as aerial work
platforms, backhoes, excavators and forklift trucks, as well as
smaller equipment such as power saws, ladders, and small pumps.
Operations
The Group conducts its equipment rental operations in the US
under the brand name ‘Sunbelt’ and in the UK principally under 
the brand name ‘A-Plant’. The Group believes Sunbelt is the fourth
largest equipment rental company in the US and A-Plant is the 
third largest equipment rental company in the UK, in each case,
measured by rental revenue. The Group offers for rent a wide range
of equipment, and during 2004 had turnover of £500m.
In 2004, approximately 66% of the Group’s turnover was generated
in the US by Sunbelt, which operates 200 profit centres in 26 states
and the District of Columbia, and approximately 32% of our
turnover was generated by A-Plant, which operates 220 profit
centres throughout the UK. The Group also has a specialised
business that rents mainly electronic survey and testing equipment
in the UK, the US, Singapore and Canada under the brand name
‘Ashtead Technology Rentals’, which accounted for approximately
2% of our turnover in 2004 and operates eight profit centres.
Sunbelt builds on the advantages of its geographical scale through
a ‘clustered market’ approach of grouping its rental locations into
clusters of five to 15 locations in each of its developed markets
throughout the US. Sunbelt has developed such ‘clustered markets’
in Washington, D.C., Baltimore, Charlotte, Atlanta, Jacksonville,
Orlando, Seattle and a number of other cities. This approach allows
us to provide a comprehensive product offering and convenient
service to our customers wherever their job sites may be within
these markets. 
In the UK, A-Plant services its customers with a full range of
equipment on a nationwide basis. We believe A-Plant is one of only
two companies able to provide such a comprehensive range of
equipment and dedicated customer service throughout the UK,
which allows it to fully service the needs of its national customers.
Competition
The US equipment rental industry is highly fragmented and
Sunbelt’s competitors include large companies operating nationally,
regional competitors that operate in a few states, small independent
businesses with one or two rental locations, and equipment vendors
and dealers who both sell and rent equipment directly to customers.
The UK equipment rental market is much more mature than the 
US market. The Group believes that the top ten equipment rental
companies in the UK accounted for approximately 30% of the total
UK equipment rental market in 2002. The UK market is highly
competitive. We face competition from large national operations, 
as well as smaller, local and regional operations.
Customers
The Group’s diversified customer base includes construction,
industrial and homeowner customers, as well as government entities
and specialist contractors. The rental equipment fleet comprises an
extensive range of general construction equipment, supplemented 
by product groups such as pumps, welding equipment, power
generation equipment, aerial work platforms, scaffolding, shoring
equipment and temporary accommodation units. 
As a large portion of our customer base comes from the commercial
construction and industrial sectors, the Group is dependent on the
level of commercial construction or industrial activity. The factors
which influence this activity include: 
• the strength of the US and UK economies over the long-term;
• the level of interest rates; and
• demand within the businesses that drive the need for commercial
construction or industrial equipment. 
However, the Group’s geographical scale and diversified customer
base assist in mitigating the adverse impact of these factors on the
Group’s performance through:
• reducing the impact of localised economic fluctuations on our
overall financial performance;
• reducing our dependence on any particular customer or group 
of customers; and
• enabling us to meet the needs of larger customers who
increasingly demand national coverage across a wide range 
of equipment needs.
Suppliers
Although the Group has, like almost all participants in the industry,
significantly reduced capital expenditure on rental equipment over
the past two years, we still purchase large amounts of equipment,
parts and other items. The Group’s capital expenditure for 2004 
was £72.3m, and is expected to be in the region of £100m in 2005.
The Group believes that this level of capital expenditure enables 
it to negotiate favourable pricing, warranty and other terms with
our vendors. 
22 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Operating and financial review Across our rental fleet, particularly in the US, we seek to carry
equipment from one or two manufacturers in each product range
and to limit the number of model types of each product. We believe
that having such a standardised fleet results in lower costs because
we obtain greater discounts by purchasing spare parts in bulk and
reduce maintenance costs through more focused, and therefore
reduced, training requirements for our workshop staff. We purchase
equipment from vendors with strong reputations for product quality
and reliability and maintain close relationships with these vendors 
to ensure good after purchase service and support. However,
management believes the Group has sufficient alternative sources 
of supply for the equipment it purchases in each of its product
categories.
Sales and marketing
Each of Sunbelt, A-Plant and Ashtead Technology Rentals has a
dedicated sales force focusing on establishing and expanding our
national, regional and specialised-equipment customers in various
sectors. In both the US and the UK, we have dedicated national
account sales forces who are focused on building and reinforcing
relationships with our larger customers, particularly those with a
national or multi-regional presence. Our sales force is further broken
down into smaller product focused teams, which enhances the
development of technical expertise. 
In addition to the efforts of our sales force, we market our business
through traditional outlets such as direct mail campaigns, print
advertising, telemarketing and industry trade publications. Both
Sunbelt and A-Plant also promote customer loyalty through their
loyalty card programmes, Loyalty Plus and Advantage, respectively.
Employees
The Group’s worldwide workforce consisted of 5,833 employees
(full and part time) at 30 April 2004, of which approximately 3,730
were located in the US, approximately 2,080 were located in the
UK, and the remainder were located in various other locations. 
Environmental and safety matters
Our operations are subject to numerous laws governing
environmental protection and occupational health and safety
matters. These laws regulate such issues as wastewater, stormwater,
solid and hazardous wastes and materials, and air quality. Under
these laws, we may be liable for, among other things, the cost of
investigating and remediating contamination at our sites as well as
sites to which we send hazardous wastes for disposal or treatment
regardless of fault, and also fines and penalties for non-compliance.
Our operations generally do not raise significant environmental risks,
but we use hazardous materials to clean and maintain equipment,
dispose of solid and hazardous waste and wastewater from
equipment washing, and store and dispense petroleum products
from underground and above-ground storage tanks located at
certain of our locations.
Based on the conditions currently known to us, we do not believe
that any pending or likely remediation and compliance costs will
have a material adverse effect on our business. 
Legal proceedings
The Group is party to certain legal proceedings arising in the
ordinary course of business. While the results of such proceedings
cannot be predicted with certainty, except as set forth below, we 
do not believe any of these matters are material to our financial
condition or results of operations.
In May 2003, the North Carolina State Court issued a ruling
awarding Sunbelt damages in the amount of $5.0m, such amount
to be trebled to $15.0m in a dispute with Head & Engquist. The
events subject to litigation date back to December 1999 prior to the
acquisition of BET USA by the Company when the former president
of its BPS division joined Head & Engquist as president of their aerial
work platform division and over the subsequent six months led the
recruitment of over 100 former BPS staff in a concerted raid on
BPS’s business and staff. 
In a subsequent ruling dated 31 July 2003, the Court ordered that
the defendants pay to Sunbelt its legal fees in the amount of
$1.2m. On or about 13 August 2003, the Court entered
judgement against the defendants and for Sunbelt in the amount of
$16.2m, plus pre and post judgement interest. The defendants filed
a notice of appeal with respect to the judgement on 11 September
2003 and Sunbelt cross appealed on 19 September 2003. The
defendants also posted a letter of credit in the amount of
approximately $19m to secure the judgement in order to stay
execution of the judgement pending the appeal and Head &
Engquist Equipment L.L.C. has reported that it has recorded a $17m
provision against the litigation and related costs. Sunbelt does not
expect a final outcome before the spring of 2005.
Business strategy
The Group’s goal is to establish a premium equipment rental business
in all of the markets in which it operates. In order to accomplish this,
its business strategy is to continue to provide top-quality customer
service and maintain a clear focus on the equipment rental business
coupled with controlled growth. In addition, the Group believes it
has built a strong platform and achieved critical mass in its core
markets, enabling its financial strategy to maximise returns on
investment, generate free cash flow and deleverage.
Top-quality customer service is the cornerstone of the Group’s
business strategy. It strives to differentiate itself from its competitors
through efforts to provide the highest level of customer service,
which includes employing specialist personnel, motivating and
empowering profit centre managers to forge strong relationships
with customers in their service area, ensuring that the Group has 
an extensive, high-quality rental fleet and providing dependable
customer support. Customer service initiatives include:
• reliable, on-time delivery of equipment directly to customers’ 
job sites;
• ongoing training to improve the effectiveness of our experienced
sales force;
• 24-hour emergency and technical call support;
• comprehensive on-line and print catalogues; and
• providing customers with tailored, on-line access to their accounts.
23 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Operating and financial review The Group focuses almost entirely on the equipment rental
business. During 2004 approximately 96% of turnover was derived
from equipment rentals and rental-related services with the balance
coming from sales of parts and associated goods, such as
equipment accessories. We believe that equipment rental offers the
opportunity to earn substantially higher returns than those which
are earned by equipment dealers whose margins are effectively
capped by the equipment manufacturer. The Group believes that
this focused and dedicated approach improves the effectiveness of
its rental sales force by encouraging them to build and reinforce
relationships with customers and to concentrate on strong, whole-
life returns from our rental fleet rather than on short-term returns
from sales of equipment. In contrast, many of our competitors in
the equipment rental industry, especially in the US, follow a mixed
business approach, providing rentals, selling new equipment and
trading used equipment.
The Group strives to maximise its return on investment through a
combination of measures. In addition to our monthly ‘profit-share’
programme, we also encourage effective management of invested
capital by:
• adapting new capital expenditures to meet customer needs and
current economic conditions;
• actively managing the composition and size of our rental fleet by
continuing to assess and dispose of older or underperforming
equipment and other assets;
• maintaining a concentration of higher-return (often specialised)
equipment within the overall rental equipment fleet;
• promoting the transfer of equipment to locations where
maximum utilisation rates and returns can be obtained;
• monitoring the amount of invested capital at each of our 
profit centres; and
• empowering regional and local managers to adapt pricing policies
in response to local demand in order to maximise the overall
return achieved from our investment in our rental fleet.
The Group’s flexible business model allows it to focus on generating
free cash flow. When the economy is expanding, we increase
investment in our rental fleet to support revenue, EBITDA and
earnings growth and reduce the age of our rental fleet. During a
recessionary environment, like the one we have experienced over
the past two years, we reduce the rate at which we invest in new
equipment and increase the age of our rental fleet, which
consequently increases free cash flow available to repay debt. As the
economy improves, although we expect to increase investment in
our rental fleet, we intend to continue to focus on achieving our
goal of deleveraging.
Factors affecting our financial performance and results
Seasonality and cyclicality
Our turnover and operating results are significantly dependent on
activity in the commercial construction industry in the US and the
UK. Commercial construction activity tends to decrease in the
winter and during extended periods of inclement weather and
increase in the summer and during extended periods of mild
weather. Furthermore, due to the incidence of public holidays 
in the US and the UK, there are more billing days in the first half 
of our financial year than the second half. This results in changes 
in demand for our rental equipment. In addition, the commercial
construction industries in the US and the UK are cyclical industries
with activity levels that tend to increase in line with GDP growth
and decline during an economic downturn. The seasonality and
cyclicality of the equipment rental industry results in variable
demand and therefore, our turnover and operating results may
fluctuate from period to period.
Currency translation
Our reporting currency is the pound sterling. However, the majority
of our assets, liabilities, turnover and costs are denominated in US
dollars. We have arranged our financing such that approximately
half of our debt (including the non-recourse funding received under
our receivables securitisation) is also denominated in US dollars 
so that we have a natural partial offset between our dollar-
denominated net assets and earnings and our dollar-denominated
debt and interest expense. Fluctuations in the value of the US dollar
with respect to the pound therefore have had, and may continue 
to have, a significant impact on our financial condition and results
of operations as reported in pounds. This impact is greatest on our
turnover and operating profits but less significant on our profits
before and after tax.
In the year ended 30 April 2004, the depreciation of the US dollar
against the pound decreased our total turnover by approximately
7%, our profits before exceptional items, goodwill amortisation and
tax by approximately 33% and our profits before tax by approximately
6%, in each case compared to the year ended 30 April 2003. 
Accordingly, throughout this Operating and Financial Review, we
also present the changes in our reported results in one period as
compared to the equivalent prior period at constant exchange rates,
which assumes that the US dollar amounts for both periods were
consolidated and translated at the 2004 average exchange rate. 
We have given this additional information because we believe it
provides users of our financial statements with useful information 
in respect of underlying performance.
Presentation of financial information
Turnover
Our turnover is a function of our prices and utilisation of, and the
size and mix of, our equipment rental fleet. In turn, the prices we
charge are affected in large measure by utilisation and the relative
attractiveness of our rental equipment, while utilisation is
determined by market size and our market share, as well as general
economic conditions. The size, mix and relative attractiveness of our
rental equipment fleet is significantly affected by the level of our
capital expenditure. The main components of our turnover are:
• turnover from equipment rentals, including related revenues such
as the fees we charge for equipment delivery, erection and
dismantling services for our scaffolding rentals, fuel provided with
the equipment we rent to customers, and our rental protection
plans; and
• turnover from sales of new merchandise, including sales of parts
and revenues from a limited number of sales of new equipment. 
24 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Operating and financial review Costs
The main components of our total costs are:
• staff costs – staff costs at our profit centres as well as at our
central support offices represent the largest single component of
our total costs. Staff costs consist of salaries, social security costs,
and other pension costs and comprised 35.1% of our total
operating costs in the year ended 30 April 2004; 
• depreciation and goodwill amortisation – the depreciation of our
tangible fixed assets, including rental equipment, as well as the
amortisation of capitalised acquisition goodwill comprised 23.5%
of total costs in the year ended 30 April 2004; and
• other costs – comprised 41.4% of total costs in the year ended 
30 April 2004. These costs include:
– spare parts, consumables and outside repairs costs – costs
incurred for the purchase of spare parts used by our workshop
staff to maintain and repair our rental equipment, and outside
repair costs. 
– facilities costs – rental payments on leased facilities as well as
utility costs and local property taxes relating to these facilities.
– vehicle costs – costs incurred for the purchase, maintenance and
operation of our vehicle fleet, which consist of our delivery
trucks, the light commercial vehicles used by our mobile
workshop staff and cars used by our external sales force, profit
centre managers and other management staff. Most vehicles 
are held under operating leases. 
– other costs – all other costs incurred in operating our business,
including the costs of new equipment and merchandise sold,
advertising costs and bad debt expense.
Our costs are substantially fixed in the short to medium term, and
adjustments in the size of our cost base typically result only from
openings or closures of one or more of our profit centres, of which
there were 428 at 30 April 2004. Accordingly, our business model 
is such that small increases or reductions in our turnover can result
in little or no change in our costs and may therefore have a
disproportionate impact on our profits. We refer to this feature 
of our business as ‘operational leverage’.
Critical accounting policies
We prepare and present our financial statements in accordance with
applicable UK accounting standards. In applying many accounting
principles, we need to make assumptions, estimates and
judgements. These assumptions, estimates and judgements are
often subjective and may be affected by changing circumstances 
or changes in our analysis. Changes in these assumptions, estimates
and judgements have the potential to materially alter our results 
of operations. We have identified below those of our accounting
policies that we believe would most likely produce materially
different results were we to change underlying assumptions,
estimates and judgements. These policies have been applied
consistently except that the format of the Group profit and loss
account has been changed and the provisions of UITF Abstract 38
‘Accounting for ESOP Trusts’ have been adopted in the year. For a
summary of these and our other significant accounting policies, see
note 1 to our audited consolidated financial statements.
The Group profit and loss account in the 2003 Annual Report and
Accounts was prepared on the basis of operating costs analysed by
function. The directors have revised the presentation of the analysis
in the Group profit and loss account in the 2004 Annual Report and
Accounts to reflect the type of expenditure format provided for by
the Companies Act 1985. This change has been made because the
directors consider that the new analysis which provides details of
staff costs, depreciation and amortisation and other costs provides
greater clarity about the main components of the Group’s total costs
and provides the Group, its investors, lenders and financial analysts
with greater information with which to evaluate the changes, and
the reasons for those changes, in the Group’s total costs and is,
accordingly, more appropriate.
Adoption of UITF Abstract 38 has resulted in a restatement of
certain prior year figures relating to shares held by the Employee
Share Ownership Trust which are now presented as a deduction
from shareholders’ funds and not as a fixed asset investment
decreasing opening net assets by £1.6 million. Adoption of this
abstract had no effect on the profit or cash flows for the current 
or previous year.
Looking forward, the Group’s accounts must comply with
International Financial Reporting Standards (IFRS) for the year ending
30 April 2006. The Group has performed an initial review of the
extent to which the differences between UK GAAP and IFRS might
impact its accounts. While this indicates that the impact of
differences between existing UK GAAP and IFRS is not likely to be
significant to the Group, the International Accounting Standards
Board, which develops and issues IFRS, has significant ongoing
projects that could affect the differences between UK GAAP and
IFRS. The actual impact on the Group’s financial statements will
therefore depend on the standards applicable and the circumstances
prevailing on 1 May 2005.
Useful lives of tangible fixed assets
We record expenditures for tangible fixed assets at cost. We
depreciate equipment using the straight-line method over its
estimated useful economic life (which ranges from 3 to 20 years for
serialised equipment, with a weighted average life of 8 years), after
giving effect to an estimated residual value ranging from zero to
20% (used only for steel accommodation units) of cost. We give
effect to an estimated residual value of 10% of cost in respect of
most types of our rental equipment, zero for scaffolding and similar
equipment and 15% for aerial work platforms. We establish our
estimates of useful life and residual value with the objective of
allocating most appropriately the cost of each fixed asset to our
profit and loss account over the period we anticipate it will be used
in our business. 
We may need to change these estimates if experience shows that
the current estimates are not achieving this objective. If these
estimates change in the future, we may then be required to
recognise increased or decreased depreciation expense. Our total
depreciation expense in the year ended 30 April 2004 was
£105.1m.
25 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Operating and financial review Goodwill
Since 1 May 1999 we have accounted for goodwill on acquisitions,
being the difference between the cost of the acquisition and the 
fair market value of our share of the net assets acquired, as an
intangible fixed asset. We capitalise goodwill in the year in which 
it arises and amortise goodwill over its estimated useful economic
life of 20 years. Goodwill on acquisitions prior to 1 May 1999 is,
however, not treated as an asset but instead was written off against
total equity shareholders’ funds when it arose. Our estimate of the
useful economic life of goodwill may change in the future. Our total
charge for goodwill amortisation in the year ended 30 April 2004
was £9.2m.
Self-insurance
We establish provisions at the end of each financial year to cover
our estimated liability in respect of the uninsured retained risk on all
outstanding unpaid claims arising out of events occurring up to the
end of such financial year. The provision is established using advice
received from external actuaries who help us extrapolate historical
trends and estimate the most likely level of future expense which
we will incur on outstanding claims. These estimates may, however,
change based on varying circumstances, including changes in 
our experience of the costs we incur in settling claims over time. 
Accordingly, we may be required to increase or decrease the
provision held for self-insured retained risk. At 30 April 2004, 
the total provision for self-insurance recorded in our consolidated
balance sheet was £12.6m.
Pensions
We account for the cost of pension plans for employees by charging
the expected cost of providing pensions over the period during
which we benefit from the employees’ services. In respect of
defined benefit plans, actuarial valuations are made regularly and
the contributions payable are adjusted in light of these valuations.
However, these adjustments may be significant and may result in an
increase or decrease in the cost of providing the defined benefit
pensions. In the year ended 30 April 2004 the total pension cost
was £3.7m.
Revenue recognition
Turnover is recognised when the risks and rewards of the underlying
goods supplied and services provided have been transferred to the
customer. Rental income is recognised on a straight-line basis over
the period of the rental contract. Turnover from the sale of new
merchandise and equipment (approximately 4% of total turnover in
the year ended 30 April 2004) is recognised once the merchandise
or equipment has been delivered to the customer.
26 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Operating and financial review
Fourth quarter 2004 results compared with 2003
Overview
Three months ended 30 April 2004 Three months ended 30 April 2003
Before Before
goodwill Goodwill goodwill Goodwill
amortisation amortisation amortisation amortisation
and and and and
exceptional exceptional exceptional exceptional
items items Total items items Total
£m £m £m £m £m £m
Turnover 118.0 (2.1) 115.9 122.9 – 122.9
Staff costs (44.5) (0.5) (45.0) (49.0) – (49.0)
Other operating costs (net) (38.5) (7.6) (46.1) (46.9) (12.2) (59.1)
EBITDA
1
35.0 (10.2) 24.8 27.0 (12.2) 14.8
Depreciation and amortisation (23.0) (4.1) (27.1) (27.8) (2.2) (30.0)
Operating profit 12.0 (14.3) (2.3) (0.8) (14.4) (15.2)
Interest payable (8.9) (1.1) (10.0) (9.8) (1.9) (11.7)
Loss before taxation 3.1 (15.4) (12.3) (10.6) (16.3) (26.9)
Taxation (3.2) 3.8 0.6 8.5 2.0 10.5
Loss for the financial period (0.1) (11.6) (11.7) (2.1) (14.3) (16.4)
1
EBITDA is presented here as an additional performance measure as it is commonly used by investors and lenders.
Before exceptional items, fourth quarter turnover increased by 5.5%
to £118.0m at constant exchange rates but, due to the weak US
dollar, turnover at actual rates declined 4.0%. After exceptional
items, total turnover decreased 5.7% to £115.9m in 2004.
EBITDA before exceptional items for the quarter grew by 44.6% at
constant exchange rates to £35.0m and by 29.6% at actual rates.
Total EBITDA increased 67.6% at actual rates to £24.8m. The
operating loss decreased to £2.3m from a loss of £15.2m in 2003.
Operating profit before amortisation and exceptional items increased
to £12.0m from a loss of £0.8m in 2003 (a loss of £1.2m at constant
exchange rates). Sunbelt’s turnover increased 13.8% in the quarter to $143.1m. 
This performance was due to improved pricing over 2003 combined
with higher equipment utilisation which rose from 57.5% a year
ago to 63.9%. Sunbelt’s performance in the prior year was
adversely affected by unseasonably wet weather on the US east
coast as well as by the implementation of its new point of sale
accounting system and by its accounting problems. Sunbelt’s
turnover growth in the quarter reflected the non-recurrence of
these issues coupled with the accelerating recovery in its markets,
especially the non-residential construction market as well as
continued market share growth. Sunbelt’s operating costs (excluding
depreciation and goodwill amortisation) continued to be tightly
controlled and rose only 1.8% in the quarter to $97.9m in 2004
despite upward pressure on a number of cost areas, especially
insurance and fuel costs.
Sunbelt’s EBITDA margin for the quarter improved to 31.6% from
23.5% in 2003, reflecting the beneficial impact of the turnover
growth and its operational leverage. Divisional operating profit
increased six fold to $20.2m from $3.0m in 2003 and the divisional
operating profit margin rebounded to 14.1% from 2.4% in 2003.
Sunbelt’s results in sterling reflected the factors discussed above and
the weak US dollar.
A-Plant’s turnover declined 9.2% to £37.5m in the quarter,
reflecting the closure of certain profit centres towards the end of
2003 and the disposal of three non-core businesses during 2004. 
In total, A-Plant operated 45 fewer profit centres at the end of the
fourth quarter this year than it did at the beginning of the fourth
quarter last year. Same store turnover decreased 0.9% over 2003
whilst utilisation rose from 59.6% to 63.6%. A-Plant’s total costs
(excluding depreciation and goodwill amortisation) decreased
17.9% to £27.5m, reflecting the reduction in the number of profit
centres and other cost reduction measures. Its EBITDA margin for
the quarter improved to 26.7% from 18.9% in 2003 with EBITDA
growing 28.2% to £10.0m. A-Plant’s divisional operating profit 
of £1.5m compares with the loss of £2.4m in 2003.
Ashtead Technology’s turnover declined 4% to £2.4m from £2.5m
in 2003 but increased by 4.7% at constant exchange rates. Its
divisional operating profit of £0.5m decreased by 16.7% from
£0.6m in 2003 at actual rates of exchange but increased 20.8% at
constant exchange rates. These results reflected growth in its five
onshore North American environment rental profit centres offset by
a weaker performance in its three offshore focused profit centres
where demand remained weak.
Exceptional items
Exceptional items relate to, primarily, costs associated with the
Group’s refinancing. These items are discussed in more detail in
the discussion of the Group’s results for the year ended 30 April
2004 below.
Interest payable and similar charges
Interest payable and similar charges decreased to £10.0m from
£11.7m in 2003, principally due to lower average borrowings and
to the weakness of the US dollar, partially offset by higher
exceptional costs.
Loss on ordinary activities before taxation
As a result of the foregoing, the loss on ordinary activities before
taxation was £12.3m (2003 – £26.9m). Before exceptional items
and goodwill amortisation, the Group generated a profit before
taxation of £3.1m in the quarter which represented a significant
turnaround from the previous year’s loss of £10.6m. After taxation,
the net loss for the quarter was £11.7m as a result of the various
factors discussed above.
27 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Operating and financial review
Divisional performance
Divisional results are summarised below and are stated before amortisation and exceptional items:
Divisional
Turnover EBITDA operating profit*
2004 2003 2004 2003 2004 2003
Sunbelt ($m) 143.1 125.7 45.2 29.5 20.2 3.0
Sunbelt (£m) 78.1 79.1 24.7 18.5 11.0 1.8
A-Plant 37.5 41.3 10.0 7.8 1.5 (2.4)
Ashtead Technology 2.4 2.5 1.0 1.3 0.5 0.6
Group central costs – – (0.7) (0.6) (1.0) (0.8)
118.0 122.9 35.0 27.0 12.0 (0.8)
* Divisional operating profit is defined as operating profit before goodwill amortisation and exceptional items. Before exceptional items, turnover decreased by 1.6% to £500.3m
at constant exchange rates but, due to the weak US dollar, turnover
at actual rates declined 7.3%. After exceptional items total turnover
decreased 7.9% at actual rates to £497.0m in 2004.
EBITDA before exceptional items grew by 4.0% at constant
exchange rates to £147.0m but decreased by 2.1% at actual rates.
Total EBITDA increased 3.2% at actual rates to £130.5m. Operating
profit grew from £0.6m in 2003 to £16.2m. Operating profit before
amortisation and exceptional items increased by 20.8% to £44.2m
at constant exchange rates but by only 13.0% at actual rates.
28 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Operating and financial review
Full year 2004 results compared with 2003
Overview
2004 2003
Before Before
goodwill Goodwill goodwill Goodwill
amortisation amortisation amortisation amortisation
and and and and
exceptional exceptional exceptional exceptional
items items Total items items Total
£m £m £m £m £m £m
Turnover 500.3 (3.3) 497.0 539.5 – 539.5
Staff costs (170.5) (0.5) (171.0) (186.1) (0.5) (186.6)
Other operating costs (net) (182.8) (12.7) (195.5) (203.3) (23.2) (226.5)
EBITDA
1
147.0 (16.5) 130.5 150.1 (23.7) 126.4
Depreciation and amortisation (102.8) (11.5) (114.3) (111.0) (14.8) (125.8)
Operating profit 44.2 (28.0) 16.2 39.1 (38.5) 0.6
Loss on sale of businesses –(3.8) (3.8) –––
Interest payable (36.6) (8.9) (45.5) (40.9) (1.9) (42.8)
Loss before taxation 7.6 (40.7) (33.1) (1.8) (40.4) (42.2)
Taxation (10.2) 8.5 (1.7) 0.4 8.6 9.0
Loss for the financial period (2.6) (32.2) (34.8) (1.4) (31.8) (33.2)
1
EBITDA is presented here as an additional performance measure as it is commonly used by investors and lenders.
Divisional performance
Divisional results are summarised below and are stated before amortisation and exceptional items:
Divisional
Turnover EBITDA operating profit*
2004 2003 2004 2003 2004 2003
Sunbelt ($m) 572.8 547.0 176.8 155.5 73.3 51.5
Sunbelt (£m) 333.1 349.1 102.8 99.3 42.4 32.9
A-Plant 155.9 178.4 43.2 48.9 4.0 7.9
Ashtead Technology 11.3 12.0 5.7 6.1 2.7 2.5
Group central costs – – (4.7) (4.2) (4.9) (4.2)
500.3 539.5 147.0 150.1 44.2 39.1
* Divisional operating profit is defined as operating profit before goodwill amortisation and exceptional items.
Sunbelt’s turnover increased 4.7% to $572.8m in 2004. This
performance reflected principally a 4% increase in average rental
rates as non-residential construction activity increased with broadly
similar levels of average equipment utilisation (which averaged
65.1% in 2004 and 64.5% in 2003) and a similar fleet size in both
years. Costs (excluding depreciation and goodwill amortisation)
increased only 1.1% to $396.0m in 2004 reflecting strong cost
control all year with this result being achieved despite uncontrollable
upward pressure on certain costs including insurance and fuel.
Reflecting the turnover growth coupled with the control of its costs,
Sunbelt’s EBITDA margin improved to 30.9% from 28.4% in 2003.
Its divisional operating profit rose 42.3% to $73.3m in 2004 and its
divisional operating profit margin increased to 12.8% from 9.4% 
in 2003.
Sunbelt’s results in sterling reflected the factors discussed above 
and the weak US dollar. A-Plant’s turnover declined 12.6% to £155.9m in 2004, reflecting
the closure of 23 profit centres towards the end of 2003 and the
disposal of three non-core business lines during 2004. Average
equipment utilisation levels were similar in both years at 59.9% in
2004 against 60.7% in 2003. Same store turnover declined 5.3%.
Excluding the disposed businesses, A-Plant’s turnover for the year
was £148.5m. 
Largely offsetting the lost turnover, A-Plant’s costs (excluding
depreciation and goodwill amortisation) decreased 13.0% to
£112.7m in 2004, reflecting the reduced number of profit centres
and the cost reduction measures taken at the end of the prior
financial year and during this year. Whilst these cost reductions did
not offset fully the turnover reduction, they helped its EBITDA
margin to improve to 27.7% from 27.4% in 2003 and restricted
the reduction in its EBITDA to £5.7m compared to the £22.5m
turnover reduction. A-Plant’s divisional operating profit decreased
£3.9m to £4.0m and its divisional operating profit margin declined
to 2.6%.
Ashtead Technology’s turnover declined 5.8% at actual rates to
£11.3m in 2004 but this reduction largely reflected the weak US
dollar as the decline was only 0.9% at constant rates. Its divisional
operating profit increased by 8.0% at actual rates to £2.7m in 2004
but by 17.4% at constant exchange rates. Its divisional operating
profit margin increased to 23.9% from 20.8% in 2003. This strong
performance at constant rates reflected growth in its five onshore
North American environment rental profit centres offset by a weaker
performance in parts of its offshore focused business, especially
Singapore, where demand remained weak.
Exceptional items
Total exceptional items, including amounts charged below 
operating profit, were:
2004 2003
£m £m
Debt facility costs 20.6 7.5
UK business refocusing programme 6.1 7.4
Prior year impact of change in US 
estimation methods 5.3 7.4
US severance costs 0.5 –
Profit on sale of land and buildings (1.0) (0.3)
Prior year impact of the US accounting issue – 9.4
31.5 31.4
Debt facility costs of £20.6m consist of: (i) £8.9m payable to
providers of finance in connection with the waiver on 30 May 2003
by the bank group of the default under our senior secured credit
facility and other debt facilities as a result of the accounting issues
at Sunbelt; (ii) £2.2m of legal, accounting and advisory fees related
to the waiver of the default; (iii) £6.7m of legal, accounting and
advisory fees related to the partial refinancing of the senior secured
credit facility through the issue of second priority senior secured
notes; and (iv) £2.8m of other costs. Debt facility costs in 2003
comprised principally professional advisory costs and fees paid to
debt providers related to resolving the defaults under the
Company’s debt facilities.
The non cash charge of £6.1m in the year ended 30 April 2004 for
the UK business refocusing programme is an adjustment to the
charge of £7.4m recorded at 30 April 2003 and arose from A-Plant’s
non-core asset disposal programme. The charge includes goodwill
of £2.3m previously written off to reserves.
The non cash charge of £5.3m for the prior year impact of the
changes in US estimation methods in the year ended 30 April 2004
relates principally to adjustments of £3.3m relating to the methods
of determining accrued and deferred revenue at 30 April 2003 and
to £1.4m to recognise operating lease costs on a straight line basis
over the life of the lease at 30 April 2003. Application of the revised
methods had no net impact on the Group’s loss or cash flows for
the year ended 30 April 2004 and is not expected to have any
significant impact on the results of future periods. The charge of
£7.4m in the year ended 30 April 2003 related to the adjustment
arising from the refinement of the method of estimating the
provision for self insured retained risk under Sunbelt’s insurance
policies at 30 April 2002.
The US severance costs relate to the departure of the former
President and Chief Executive Officer of Sunbelt (see directors’
remuneration report). The charge of £9.4m relating to the prior year
impact of the US accounting issue in the year ended 30 April 2003
is comprised of the errors in the balance sheet at 30 April 2002. 
These costs are presented in the profit and loss account as follows:
2004 2003
£m £m
Turnover 3.3 –
Staff costs 0.5 0.5
Depreciation and amortisation 2.3 5.8
Other operating costs 13.7 23.5
Other operating income (1.0) (0.3)
Charged at in arriving at operating profit 18.8 29.5
Loss on sale of businesses 3.8 –
Interest payable and similar charges 8.9 1.9
31.5 31.4
29 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Operating and financial review Interest payable and similar charges
Interest payable and similar charges increased 6.3% to £45.5m in
2004. The increase was due to higher exceptional interest costs of
£8.9m (2003 – £1.9m) which more than offset the benefit of lower
debt in sterling terms. Excluding exceptional items, net interest
payable and similar charges reduced 10.5% to £36.6m reflecting
principally lower average borrowings and the weakness of the US
dollar, the currency in which approximately 90% of our net bank
debt and securitisation funding was denominated. The main
components of net interest payable and similar charges are:
• net bank interest payable in relation to the term and revolving
loans under our senior secured credit facility of £24.1m 
(2003 – £28.3m);
• interest of £3.2m payable under the accounts receivable
securitisation facility established in June 2002 (2003 – £2.7m);
• interest on the convertible subordinated loan note of £8.1m 
(2003 – £7.7m);
• interest payable on finance leases of £1.2m (2003 – £2.2m); and
• exceptional costs related to the senior secured credit facility of
£8.9m, comprising £8.6m in fees and £0.3m in default interest,
compared with £1.9m in 2003 related to fees of £1.5m and
default interest of £0.4m. 
Loss on ordinary activities before taxation
Reflecting the above, the loss on ordinary activities before taxation
was £33.1m (2003 – £42.2m). Before exceptional items, goodwill
amortisation and taxation the Group generated a profit of £7.6m
compared with the loss of £1.8m reported in 2003 which rises to 
a loss of £2.7m at constant exchange rates.
Taxation on loss on ordinary activities
The current tax credit was £0.3m (2003 – charge of £0.3m).
Substantially no cash tax was again paid reflecting the capital
intensive nature of the Group’s operations and the level of available
tax losses, a situation which is expected to continue to exist for the
foreseeable future.
The total tax charge for 2004 totalled £1.7m reflecting a £2.0m
non-cash charge for deferred tax arising in the US. The Group is
unable to recognise any credit for its UK tax losses due to
uncertainty over their future utilisation. This inability to take credit
for the UK tax loss position explains why the overall effective rate
(based on pre-goodwill and exceptional profits) of 134% is
significantly higher than the UK statutory rate of 30%. 
For the same reason the overall effective tax rate will remain volatile
in future dependent on the mix of results between the UK and 
the US.
Loss for the financial period and loss per share
The net loss was £34.8m (2003 – £33.2m) as a result of the various
factors discussed above. The basic loss per share was 10.8p per
share (2003 – loss of 10.3p per share). 
Earnings per share computed on the pre-tax profit before
exceptional items and goodwill amortisation of £7.6m less a 30%
tax charge in line with the standard UK rate of corporation tax
recovered to 1.6p per share (2003 – loss of 0.4p per share). This
additional measure of earnings per share is presented as the
directors believe that this measure is frequently used by analysts
and other users of its accounts to determine the Group’s
price/earnings ratio.
Prospects
Turnover trends in both Sunbelt and A-Plant improved during the
course of the year ended 30 April 2004 with strong fourth quarter
dollar turnover growth in Sunbelt and a substantial reduction in the
rate of decline in A-Plant’s same store turnover (excluding closed
and disposed profit centres) to a point of near stability (down 1%)
in its fourth quarter. Cost growth in both businesses remained low.
These trends have continued with Sunbelt’s dollar turnover growing
10.9% in the two months to 30 June 2004 and A-Plant’s same
store turnover up 2.4% in the same period. 
The Board continues to be encouraged by these trends and believes
that the outlook for growth in underlying Group operating profits is
encouraging. The impact of the continued weakness in the US
dollar together with the prospect of higher average market interest
rates in 2004/5 may reduce growth at the pre-tax level.
Cash flow
The Group’s principal existing sources of cash are cash generated
from operations, cash generated from sales of tangible fixed assets,
primarily used rental equipment and borrowings available under its
borrowing facilities.
During the year ended 30 April 2004, the Group generated cash
from operations of £126.7m and £32.3m from the sale of tangible
fixed assets. The Group used cash during this period principally to
pay for purchases of tangible fixed assets (£82.9m), to pay interest
and similar charges (£40.0m), and to repay debt and finance
leases (£49.6m).
Our free cash flow in the year ended 30 April 2004 (which we
define to exclude all exceptional items and which comprises our net
cash inflow from operations excluding exceptional items, less our
net capital expenditure, interest and tax) rose 45.5% in the year to
£56.6m (2003 – £38.9m). This free cash flow was largely applied to
reduce outstanding debt. This is summarised opposite:
30 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Operating and financial review 31 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Operating and financial review
2004 2003
£m £m
EBITDA before exceptional items 147.0 150.1
Cash inflow from operations before exceptional items 140.0 157.3
Cash efficiency ratio* 95.2% 104.8%
Capital expenditure (82.9) (107.1)
Proceeds from sale of used rental equipment 32.3 29.4
Tax received 0.1 0.7
Free cash flow before interest 89.5 80.3
Interest paid (excluding exceptional interest) (32.9) (41.4)
Free cash flow after interest 56.6 38.9
Acquisitions and disposals 15.2 (0.8)
Exceptional costs (18.2) (7.6)
Dividends paid – (9.3)
Reduction in total debt 53.6 21.2
* Cash inflow from operations before exceptional items as a percentage of EBITDA.
Balance sheet
Tangible fixed assets
2004 2003
Rental Rental
equipment Total equipment Total
£m £m £m £m
Opening balance 577.5 651.5 678.1 750.9
Exchange difference (37.5) (40.7) (39.1) (42.0)
Additions 64.1 72.3 71.0 85.5
Disposals (37.9) (42.5) (24.5) (26.1)
Reclassification (0.2) – (0.3) –
Depreciation:
– excluding exceptional impairment (94.0) (102.8) (101.9) (111.0)
– UK business refocusing programme (2.3) (2.3) (5.8) (5.8)
Closing balance 469.7 535.5 577.5 651.5
The Board believes that, based on its current projections, the Group
expects to be able to fund its cash requirements relating to its
existing operations from existing sources of cash described above
for at least the next 12 months. It expects that the principal needs
for cash relating to existing operations over the next 12 months 
will be to:
• fund operating expenses and working capital;
• fund the purchase of rental equipment and other capital
expenditures; and
• service outstanding debt.
Capital expenditure decreased 15.4% at actual rates to £72.3m 
in 2004 as the Group further aged its rental fleet in the face of
generally weak market conditions. At constant exchange rates the
reduction was 10.1%. Expenditure on rental equipment was 88.7%
of total capital expenditure.
The average age of the Group’s serialised rental equipment, which
constitutes the substantial majority of our fleet, at 30 April 2004 
was 46 months on a net book value basis. On the same basis,
Sunbelt’s fleet had an average age of 48 months (58 months for
aerial work platforms which have a longer life and 35 months for
the remainder of its fleet) and A-Plant’s fleet had an average age of
43 months. This represents a change of reporting basis for the
Group from an original cost basis. The directors believe the net book
value basis is the method used more commonly within the industry. On an original cost basis, the average age of the Group’s fleet at 
30 April 2004 was 56 months (2003 – 49 months). At the same
time, Sunbelt’s fleet had an average age of 56 months (65 months
for aerial work platforms and 45 months for the remainder of its
fleet) and A-Plant’s fleet had an average age of 54 months. The
equivalent figures at 30 April 2003 were 48 months for Sunbelt’s
fleet (57 months for aerial work platforms and 41 months for the
remainder) and 51 months for A-Plant.
In the coming year the Group expects capital expenditure to be
approximately £100m, in line with the level of the depreciation
charge, which is expected to be sufficient to keep the average fleet
age broadly constant in 2004/5. The level of capital expenditure
after April 2005 will depend on a number of factors, including
general economic conditions and growth prospects, and is subject
to a cap of £140m in 2005/6 under the Group’s senior secured
credit facility.
The net book value of our tangible fixed assets decreased to
£535.5m from £651.5m at 30 April 2003 reflecting the currency
translation impact from the weak US dollar, the UK non-core
business disposals and our decision to age the rental fleet.
Current assets
2004 2003
£m £m
Stock 15.1 11.6
Trade debtors subject to non-recourse financing 82.4 88.0
Non-recourse financing received (52.2) (57.5)
Other trade debtors, prepayments and 
accrued income 11.7 16.3
Cash at bank and in hand
1
9.9 10.3
66.9 68.7
1
At 30 April 2004 a total of £6.0m (2003 – £3.7m) of cash at bank and in hand 
was used to collateralise part of Sunbelt’s outstanding letters of credit.
Stocks of raw materials, consumables and spares and goods for
resale increased by 30.2% to £15.1m in 2004. This increase was
principally due to the planned increases in stocks of goods for resale
at Sunbelt in support of its merchandising programme.
Trade debtors subject to non-recourse financing decreased 6.4% to
£82.4m in 2004. This decrease was due principally to the weakness
of the US dollar. Debtor days decreased slightly to 58 days (2003 –
60 days). The bad debt charge as a percentage of total turnover
was 1.2% in 2004 compared with 1.3% in 2003. Other trade
debtors, prepayments and accrued income decreased 28.2% to
£11.7m from £16.3m in 2003. The decline was due principally to
the weak US dollar. 
Trade and other creditors
Group creditor days decreased to 81 days at 30 April 2004 from
162 days at 30 April 2003. This decrease reflected principally the
reduction in terms on which rental equipment is acquired to a
current average of 90 days. Consequently capital expenditure
related payables at 30 April 2004 totalled £21.1m (2003 – £33.3m).
Payment periods for purchases other than rental equipment
averaged between 30 and 60 days. The Group expects creditor days
to remain at broadly similar levels for the foreseeable future.
Net debt
At 30 April 2004 total net debt which we (and our bankers) define
to include non-recourse funding received under the debtors
securitisation reduced to £526.7m (2003 – £622.3m) due to a
combination of cash generation and the weak US dollar. Measured
at constant (30 April 2004) exchange rates, the reduction in total
net debt in the year was £53.6m.
Bank loan facility
Following the refinancing of the Group’s loan facilities during the
year, the Group’s principal bank facility is its first priority senior
secured credit facility which is now committed to 28 September
2007. This facility is drawn principally in US dollars with the
remainder in sterling and euros. 
At 30 April 2004 the facility totalled £250.8m of which £222.6m
was drawn and £28.2m ($50m) was available. Interest is payable 
on borrowings under the facility at LIBOR plus 4.0% and there is a
commitment fee of 1.875% per annum payable on any undrawn
portion of the facility.
The facility amortises by 3% of the outstanding principal amount on
29 October 2004 and then, commencing on 31 January 2005, by
0.75% of the outstanding principal amount on a quarterly basis.
The facility may also further amortise each year from July 2005 by
an additional amount equal to 75% of any excess cash flow shown
in the audited accounts for the financial year ended at the end of
the previous April. Excess cash flow for this purpose effectively
amounts to the reduction in first secured senior borrowings in the
financial year less the committed amortisation outlined above in 
that financial year together with any amounts set aside to cash
collateralise any letters of credit issued or to be issued in connection
with the Group’s insurance programmes.
Outstandings under the facility are secured by first priority security
interests in the form of fixed and floating charges over substantially
all of the Group’s assets. Under the terms of the facility the Group is
required to demonstrate compliance with certain financial covenants
comprising the ratios of EBITDA to senior and total debt levels and
to interest, the ratio of the committed facility to the net book value
of the rental fleet and a maximum capital expenditure covenant.
32 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Operating and financial review The Group also has a bank overdraft facility of £11m and a £5.6m
($10m) line used for letters of credit issued in connection with the
Group’s insurance programmes. Both these facilities are also
committed to 28 September 2007. At 30 April 2004, £3.3m was
outstanding under the overdraft facility and the letter of credit line
was fully utilised. The amounts outstanding under these
supplementary facilities are secured on the same basis as the senior
secured credit facility and are subject to the same covenants and to
similar amortisation and cash sweep arrangements.
Accordingly, at 30 April 2004, the Group had total committed
undrawn facilities of £35.9m comprising £28.2m available under
the senior secured credit facility and £7.7m under the committed
secured overdraft facility, both of which are committed to 
28 September 2007. At the same date the Group also had cash at
bank and in hand (excluding cash held to collateralise outstanding
letters of credit) of £3.9m. In total therefore the Group’s available
liquidity at 30 April 2004 was £39.8m.
Accounts receivable securitisation
In June 2002, the Company and certain of its subsidiaries completed
a rolling £60m accounts receivable securitisation. In connection 
with the securitisation, the subsidiaries transferred all of their trade
accounts receivable to two special purpose vehicles, which in turn
sold these receivables to secure £60m of funding. Interest is paid 
at LIBOR plus 3.0% on this funding. The accounts receivable
securitisation facility is now £55.1m. There are two scheduled facility
reductions under the receivables securitisation in the amount of
£5m on each of 30 April 2006 and 2007.
At 30 April 2004, non-recourse funding received under the facility
(net of unamortised costs) was £52.2m, which represented 63.3%
of the net value of the receivables in the collateral pool of £82.4m.
12% second priority senior secured notes due 2014 
having a nominal value of £120m
On 16 April 2004 the Group, through its wholly owned subsidiary
Ashtead Holdings plc, issued £120m of 12% second priority senior
secured notes due 1 May 2014. The funds received were used to
permanently prepay $200m of the amount outstanding under the
senior secured credit facility and, in conjunction with funds from our
own resources, additionally to pay down $50m of a revolving
tranche of that facility. The notes are secured by second priority
security interests over substantially the Group’s same assets as the
senior secured credit facility and are also guaranteed by Ashtead
Group plc.
Under the terms of the notes, the Group is, subject to important
exceptions, restricted in its ability to incur additional debt, pay
dividends, make investments, sell assets, enter into sale and
leaseback transactions and merge or consolidate with another
company. Interest is payable on the notes on 1 May and 
1 November of each year. The notes are listed on the Official List 
of the UK Listing Authority and traded on the London Stock
Exchange’s market for listed securities.
5.25% unsecured convertible loan note due 2008 
having a nominal value of £134m
This loan note is convertible, at the holder’s option, into 89,333,333
ordinary shares at any time after 1 June 2001 and if not converted
is redeemable at par on 31 March 2008. The loan note may only be
transferred with the consent of the Company which will be granted
if the Company is satisfied that the transferee (and any connected
persons) would not, in consequence of the transfer, hold 10% or
more of the issued share capital of the Company after conversion.
Certain orderly marketing restrictions also apply to any ordinary
shares issued on conversion. 
Future payments of the semi-annual interest under the convertible
loan note may, under certain conditions, be postponed for up to
180 days by the Company’s senior lenders and are, additionally,
subject to constraints set out in the agreement governing the
second priority senior secured notes, due 2014. 
The holder of the convertible loan note, a subsidiary of Rentokil
Initial plc, has agreed that, in the event that the Company is
prohibited from paying the interest on the convertible loan note,
then such non-payment shall not constitute a default and instead
the amount of any unpaid interest shall be carried forward to the
next interest payment date and paid at that time provided sufficient
earnings are available. If they are not then the amount unpaid is
again carried forward.
In return for these concessions the Company agreed during the year
with Rentokil Initial plc that the holder of the convertible loan note
will receive a fee of £2m payable at the time the convertible loan
note is repaid. This fee, together with the unpaid interest relating to
the missed April and October 2003 interest payments have been
expensed in the year and are included in other creditors due after
one year.
33 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Operating and financial review Except as described under operating leases and our $100m interest
rate swap agreement and guaranteed letters of credit described
below, we have no material commercial commitments that we
could be obligated to pay in the future which are not included in
the Group’s consolidated balance sheet.
Other provisions
Other provisions relate principally to provision for the self insured
retained risk under the Group’s self insurance policies. The Group’s
business exposes it to claims for personal injury, death or property
damage resulting from the use of the equipment it rents or sells and
from injuries caused in motor vehicle accidents in which its delivery
and service personnel are involved. The Group carries insurance
covering a wide-range of potential claims at levels it believes are
sufficient to cover existing and future claims. Our liability insurance
programmes provide that we can only recover the liability related to
any particular claim in excess of an agreed excess amount of
typically between $0.5m and $2m depending on the particular
liability programme. In certain, but not all, cases this liability excess
amount is subject to an annual cap, which limits the Group’s
maximum liability in respect of these excess amounts to such annual
cap. Our liability coverage is also limited to a maximum of £100m
per occurrence.
Pensions
The Group operates pension plans for the benefit of its employees,
for which the charge included in the financial statements was
£3.7m in the year. The Group has three defined benefit pension
plans, one which covers approximately 500 employees in the UK
and two other plans affecting our executive directors. All our other
pension plans are defined contribution plans. 
The next triennial valuation of the UK defined benefit plan will be as
at 30 April 2004. However, the Company increased its contribution
to the UK defined benefit plan to 15% of salary effective 1 May
2003 (11% previously) in the light of the poor returns on equity
investments since the last valuation as at 30 April 2001.
The Group accounts for pensions in accordance with SSAP 24.
Under the methodology required by FRS 17, the proposed UK
accounting standard for pension plans, the deficit in the defined
benefit plans was £12.5m compared with £14.5m at 30 April 2003.
The Group is not required to apply the provisions of FRS 17 in
preparing its financial statements and, accordingly, this deficit is not
provided for in our financial statements. For additional information
regarding the Group’s pension plans see note 23 to the financial
statements.
Off-balance sheet arrangements
On 5 March 2003, the Group entered into an interest rate swap
agreement under which we fixed interest rates on $100m of our
borrowings at 2.5% for the three-year period beginning on 1 May
2003. This swap is accounted for using the accrual method under
which amounts payable or receivable in respect of derivatives are
recognised ratably in net interest payable over the period of the
contract. These amounts payable or receivable are not revalued to
fair value or shown in the Group balance sheet.
The Group guarantees a $10m letter of credit facility used by
Sunbelt under bilateral arrangements under our senior secured
credit facility. At 30 April 2004, total letters of credit issued by the
provider of these bilateral arrangements amounted to $20.6m, of
which $10.6m was cash collateralised by an equivalent cash deposit
made by Sunbelt to the provider of the letters of credit and $10m
was secured under the bilateral arrangements under the senior
secured credit facility and by guarantee from Ashtead Group plc.
34 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Operating and financial review
Net debt and commercial commitments
Payments due by year
2005 2006 2007 2008 2009 Thereafter Total
£m £m £m £m £m £m £m
Bank and other debt
1
9.9 6.3 6.3 203.4 0.2 – 226.1
Funding received under debtors securitisation
2
–2.2 5.0 45.0 – – 52.2
Finance leases
3
5.7 3.4 1.7 0.9 0.4 – 12.1
12% senior secured notes
4
––––– 115.6 115.6
Convertible loan note
5
––– 130.6 – – 130.6
15.6 11.9 13.0 379.9 0.6 115.6 536.6
Cash at bank and in hand (9.9) ––––– (9.9)
Net debt and securitisation 5.7 11.9 13.0 379.9 0.6 115.6 526.7
Operating leases
6
24.7 22.2 19.0 16.7 14.8 77.3 174.7
Total 30.4 34.1 32.0 396.6 15.4 192.9 701.4
1
Represents the scheduled maturities of our bank and other debt for the periods indicated.
2
Represents the scheduled maturity and amortisation of funding received under our accounts receivable securitisation facility.
3
Represents the future minimum lease payments under our finance leases.
4
Represents the carrying value of the £120m second priority secured notes.
5
Represents the carrying value of the 5.25% subordinated unsecured convertible loan note due 2008 (which has a par value of £134m issued to a subsidiary of Rentokil Initial plc in
June 2000).
6
Represents the minimum payments to which we were committed under operating leases, which relate principally to vehicles and property. At 30 April 2004, the Group had £174.7m in total minimum
operating lease commitments outstanding through to the end of the
respective term of such leases. Operating leases relating to
properties (most of which are leased) constituted 87.1% (£152.1m)
of our total minimum operating lease commitments and operating
leases relating to the vehicle fleet constituted 12.4% (£21.6m) of
such commitments.
Except as described above, the Group does not have any material
off-balance sheet arrangements.
Quantitative and qualitative disclosures about market risk
The Group’s exposure to market risk primarily consists of:
• interest rate risk associated with its variable rate debt; 
• foreign currency exchange rate risk primarily associated with
Sunbelt’s operations in the US; and
• counterparty risk associated with derivative financial instruments.
The Finance and Administration Committee of the board of directors
approves any derivative transaction which the Group enters into,
and the finance director regularly updates the Board on treasury
matters, including whether or not new derivative transactions are
proposed. Derivative transactions are only undertaken for the
purposes of managing interest rate risk and currency risk. The Group
does not trade in financial instruments. The Board reviews and
agrees objectives and treasury policies for managing each of these
risks and they are summarised below.
Interest rate risk
The Group periodically utilises interest rate swap agreements to
manage and mitigate its exposure to changes in interest rates. At 
30 April 2004, the Group had swap agreements with an aggregate
notional amount of $100m. The effect of these agreements is to 
fix the interest rate exposure at 2.5% on $100m of US dollar
borrowings under the amended senior secured credit facility.
The Group has the following debt that bears interest at a variable
rate: (i) all outstanding borrowings under the amended senior
secured credit facility; (ii) advances under the UK overdraft facility;
and (iii) funding received under the accounts receivable securitisation
facility. The interest rates that will be applicable to this variable rate
debt are LIBOR as applicable to the currency borrowed (US dollars,
pounds and euros) plus 4.0% for borrowings under the amended
senior secured credit facility, UK base rate plus 4.0% for borrowings
under the committed overdraft line and LIBOR (US dollars and
pounds) plus 3.0% in respect of the funding received under the
accounts receivable securitisation facility.
At 30 April 2004, based upon the amount of variable rate debt
outstanding and taking into account the $100m interest rate swap
agreement, the Group’s pre-tax profits would decrease by
approximately £2m for each one percentage point increase in
interest rates applicable to the variable rate debt. The amount of 
the Group’s variable rate debt may fluctuate as a result of changes
in the amount of debt outstanding under the revolving tranches 
of the senior secured credit facility. 
Currency exchange risk
The Group’s reporting currency is the pound sterling. However, a
substantial portion of its assets, liabilities, turnover and costs is
denominated in US dollars. The Group has arranged its financing
such that approximately half of its debt (including securitisation
funding) is also denominated in US dollars so that there is a natural
partial offset between its dollar-denominated net assets and
earnings and its dollar-denominated debt and interest expense. 
Based upon the level of US operations and of its US dollar-
denominated debt and US interest rates at 30 April 2004, a 1%
change in the US dollar-pound exchange rate would impact our pre-
tax profits by 1%. At 30 April 2004, the Group had no outstanding
foreign exchange contracts. The Group does not engage in
purchasing forward exchange contracts for speculative purposes or
to hedge the translation exposures in its consolidated accounts.
The Group’s exposure to exchange rate movements on trading
transactions is relatively limited. All Group companies invoice
revenues in their respective local currency and generally incur
expense and purchase assets in their local currency. Consequently,
the Group does not routinely hedge either forecast foreign exchange
exposures or the impact of exchange rate movements on the
translation of overseas profits into sterling. Foreign exchange risk on
significant non-trading transactions (e.g. acquisitions) is considered
on an individual basis.
Counterparty risk
The Group is exposed to credit risk related losses in the event of
non-performance by a counterparty to its interest rate hedging
financial instruments. The risk is managed by entering into derivative
transactions only with institutions with strong credit ratings and by
limiting the exposure to any counterparty. At 30 April 2004, the
counterparty to the Group’s sole interest rate hedging transaction
was Bank of America which is not expected to fail to meet its
obligations.
Ian Robson
Finance Director
5 July 2004
35 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Operating and financial review We have audited the financial statements of Ashtead Group plc for
the year ended 30 April 2004 which comprise the consolidated
profit and loss account, the balance sheets, the consolidated cash
flow statement, the consolidated statement of total recognised
gains and losses, the summary of movements in shareholders’
funds, the statement of accounting policies and the related notes 
2 to 28. These financial statements have been prepared under the
accounting policies set out therein. We have also audited the
information in the part of the directors’ remuneration report that 
is described as having been audited.
This report is made solely to the Company’s members, as a body,
in accordance with section 235 of the Companies Act 1985. Our
audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them
in an auditors’ report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s members as a
body, for our audit work, for this report, or for the opinions we
have formed.
Respective responsibilities of directors and auditors
As described in the statement of directors’ responsibilities, the
Company’s directors are responsible for the preparation of the
financial statements in accordance with applicable United
Kingdom law and accounting standards. They are also responsible
for the preparation of the other information contained in the
annual report including the directors’ remuneration report. Our
responsibility is to audit the financial statements and the part of
the directors’ remuneration report described as having been
audited in accordance with relevant United Kingdom legal and
regulatory requirements and auditing standards.
We report to you our opinion as to whether the financial statements
give a true and fair view and whether the financial statements and
the part of the directors’ remuneration report described as having
been audited have been properly prepared in accordance with the
Companies Act 1985. We also report to you if, in our opinion, the
directors’ report is not consistent with the financial statements, if
the Company has not kept proper accounting records, if we have
not received all the information and explanations we require for our
audit, or if information specified by law regarding directors’
remuneration and transactions with the Company and other
members of the Group is not disclosed.
We review whether the corporate governance statement reflects
the Company’s compliance with the seven provisions of the
Combined Code specified for our review by the Listing Rules of the
Financial Services Authority, and we report if it does not. We are
not required to consider whether the board’s statements on
internal control cover all risks and controls, or form an opinion on
the effectiveness of the Group’s corporate governance procedures
or its risk and control procedures.
We read the directors’ report and the other information contained
in the annual report for the above year as described in the contents
section including the unaudited part of the directors’ remuneration
report and consider the implications for our report if we become
aware of any apparent misstatements or material inconsistencies
with the financial statements.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom
auditing standards issued by the Auditing Practices Board. An audit
includes examination, on a test basis, of evidence relevant to the
amounts and disclosures in the financial statements and the part 
of the directors’ remuneration report described as having been
audited. It also includes an assessment of the significant estimates
and judgements made by the directors in the preparation of the
financial statements and of whether the accounting policies are
appropriate to the circumstances of the Company and the Group,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the
information and explanations which we considered necessary in
order to provide us with sufficient evidence to give reasonable
assurance that the financial statements and the part of the directors’
remuneration report described as having been audited are free from
material misstatement, whether caused by fraud or other irregularity
or error. In forming our opinion, we also evaluated the overall
adequacy of the presentation of information in the financial
statements and the part of the directors’ remuneration report
described as having been audited.
Opinion
In our opinion: 
• the financial statements give a true and fair view of the state 
of affairs of the Company and the Group as at 30 April 2004 
and of the loss of the Group for the year then ended; and
• the financial statements and part of the directors’ remuneration
report described as having been audited have been properly
prepared in accordance with the Companies Act 1985.
Deloitte & Touche LLP
Chartered Accountants and Registered Auditors
London
5 July 2004
36 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Independent auditors’ report to the
members of Ashtead Group plc 2004 2003
Before
Before goodwill Goodwill
goodwill Goodwill amortisation amortisation
amortisation amortisation and and 
and and exceptional exceptional
exceptional exceptional items items Total
items items Total (restated) (restated) (restated)
Notes £m £m £m £m £m £m
Turnover 2 500.3 (3.3) 497.0 539.5 – 539.5
Operating profit 2,3 44.2 (28.0) 16.2 39.1 (38.5) 0.6
Loss on sale of businesses 21 –(3.8) (3.8) –––
Interest payable and similar charges 4 (36.6) (8.9) (45.5) (40.9) (1.9) (42.8)
Loss on ordinary activities before taxation 7.6 (40.7) (33.1) (1.8) (40.4) (42.2)
Taxation on loss on ordinary activities: 
– current tax 6 0.3 – 0.3 (0.3) – (0.3)
– deferred tax 6,18 (10.5) 8.5 (2.0) 0.7 8.6 9.3
(10.2) 8.5 (1.7) 0.4 8.6 9.0
Loss for the financial year transferred from reserves 20 (2.6) (32.2) (34.8) (1.4) (31.8) (33.2)
Basic and diluted loss per share 8 (10.8p) (10.3p)
Reconciliation of operating profit to EBITDA
Operating profit 44.2 (28.0) 16.2 39.1 (38.5) 0.6
Depreciation and amortisation 102.8 11.5 114.3 111.0 14.8 125.8
EBITDA 147.0 (16.5) 130.5 150.1 (23.7) 126.4
EBITDA is presented here as an additional performance measure as it is commonly used by investors and lenders.
2004 2003
£m £m
Loss for the financial year (34.8) (33.2)
Foreign currency translation differences 4.9 (0.4)
Total recognised gains and losses in the year (29.9) (33.6)
2004 2003
£m £m
Total recognised gains and losses in the year (29.9) (33.6)
Goodwill transferred to profit and loss account in respect of businesses sold 2.3 –
Share capital subscribed – 0.1
Net decrease in shareholders’ funds in the year (27.6) (33.5)
Shareholders’ funds at the beginning of the year as restated 159.4 192.9
Closing shareholders’ funds 131.8 159.4
37 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Consolidated profit & loss account 
for the year ended 30 April 2004
Consolidated statement of total
recognised gains & losses
for the year ended 30 April 2004
Summary of movements in
shareholders’ funds
for the year ended 30 April 2004 38 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Consolidated balance sheet
at 30 April 2004
2003
2004 (restated)
Notes £m £m
Fixed assets
Intangible assets:
– goodwill 9 142.9 152.0
Tangible fixed assets:
– rental equipment 10 469.7 577.5
– other fixed assets 10 65.8 74.0
10 535.5 651.5
678.4 803.5
Current assets
Stock 12 15.1 11.6
Trade debtors subject to non-recourse financing 13 82.4 88.0
Non-recourse financing received 13 (52.2) (57.5)
Trade debtors net of non-recourse financing 30.2 30.5
Other trade debtors, prepayments and accrued income 13 11.7 16.3
Cash at bank and in hand 24c 9.9 10.3
66.9 68.7
Creditors – amounts falling due within one year
Bank loans, overdrafts and finance lease obligations 14 (15.6) (10.6)
Trade and other creditors 15 (77.3) (92.2)
(92.9) (102.8)
Net current liabilities (26.0) (34.1)
Total assets less current liabilities 652.4 769.4
Creditors – amounts falling due after more than one year
5.25% unsecured convertible loan note, due 2008 16 (130.6) (129.8)
Bank and other loans 16 (338.2) (434.7)
Other creditors (9.4) –
(478.2) (564.5)
Provision for liabilities and charges
Deferred taxation 18 (27.7) (28.6)
Other provisions 18 (14.7) (16.9)
(42.4) (45.5)
Total net assets 131.8 159.4
Capital and reserves
Called up share capital 19 32.6 32.6
Share premium account 20 100.7 100.7
Revaluation reserve 20 0.5 0.5
Own shares held by ESOT 20 (1.6) (1.6)
Profit and loss account 20 (0.4) 27.2
Total equity shareholders’ funds 131.8 159.4
These financial statements were approved by the Board on 5 July 2004.
GB Burnett SI Robson
Chief Executive Finance Director 39 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
2004 2003
Notes £m £m £m £m
Net cash inflow from operating activities
Cash inflow before exceptional items 24a 140.0 157.3
Exceptional costs (11.1) (4.4)
Movement in non-recourse finance received under trade debtors securitisation (2.2) 57.4
Net cash inflow from operating activities 126.7 210.3
Returns on investments and servicing of finance
Interest paid (32.9) (41.4)
Exceptional bank facility costs (7.1) (3.2)
Net cash outflow from returns on investments and servicing of finance (40.0) (44.6)
Taxation inflow 0.1 0.7
Capital expenditure and financial investment
Purchase of tangible fixed assets (82.9) (107.1)
Sale of tangible fixed assets 32.3 29.4
Net cash outflow from capital expenditure and financial investment (50.6) (77.7)
Acquisitions & disposals inflow/(outflow) 24d 15.2 (0.8)
Equity dividends paid – (9.3)
Net cash inflow before management of liquid resources and financing 51.4 78.6
Financing
Issue of ordinary share capital – 0.1
Drawdown of loans 24e 115.6 11.9
Redemption of loans 24e (156.6) (65.8)
Increase in cash collateral balances (2.6) (3.7)
Capital element of finance lease payments (8.6) (11.9)
Net cash outflow from financing (52.2) (69.4)
(Decrease)/increase in cash 24b (0.8) 9.2
Consolidated cash flow statement 
for the year ended 30 April 2004 40 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
2003
2004 (restated)
Notes £m £m
Fixed assets
Investments in group companies 11 277.6 346.8
Current assets
Debtors 13 0.2 134.0
Creditors – amounts falling due within one year
Trade and other creditors 15 (2.9) (9.1)
Net current (liabilities)/assets (2.7) 124.9
Total assets less current liabilities 274.9 471.7
Creditors – amounts falling due after more than one year
5.25% unsecured convertible loan note, due 2008 16 (130.6) (129.8)
Other loan notes 16 (0.2) (0.2)
Other creditors (9.4) –
(140.2) (130.0)
Total net assets 134.7 341.7
Capital and reserves
Called up share capital 19 32.6 32.6
Share premium account 20 100.7 100.7
Revaluation reserve 20 – 198.6
Own shares held by ESOT 20 (1.6) (1.6)
Profit and loss account 20 3.0 11.4
Total equity shareholders’ funds 134.7 341.7
These financial statements were approved by the Board on 5 July 2004.
GB Burnett SI Robson
Chief Executive Finance Director
Company balance sheet
at 30 April 2004 41 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
1 Accounting policies
Accounting convention 
These financial statements have been prepared under the historical cost convention as modified by the revaluation of certain freehold and
long leasehold properties and in accordance with applicable United Kingdom accounting standards. Set out below is a summary of the
Group’s principal accounting policies which have been applied consistently except that the format of the Group profit and loss account has
changed and the provisions of UITF Abstract 38 ‘Accounting for ESOP Trusts’ have been adopted in the year. 
The Group profit and loss account in the 2003 Annual Report and Accounts was prepared on the basis of operating costs analysed by
function. The directors have revised the presentation of the analysis in the Group profit and loss account in the 2004 Annual Report and
Accounts to reflect the type of expenditure format provided for by the Companies Act 1985. This change has been made because the
directors consider that the new analysis which provides details of staff costs, depreciation and amortisation and other costs provides greater
clarity about the main components of the Group’s total costs and provides the Group, its investors, lenders and financial analysts with
greater information with which to evaluate the changes, and the reasons for those changes, in the Group’s total costs and is, accordingly,
more appropriate. As a result, certain comparative figures have been restated.
Adoption of UITF Abstract 38 has resulted in a restatement of certain prior year figures relating to shares held by the Employee Share
Ownership Trust (‘ESOT’) which are now presented as a deduction from shareholders’ funds and not as a fixed asset investment, decreasing
opening net assets by £1.6 million. Adoption of this abstract had no effect on the profit or cash flows for the current or previous year.
Basis of consolidation
The Group financial statements incorporate the financial statements of the Company and all its subsidiaries for the year to 30 April each
year. The results of businesses acquired or sold during the year are incorporated for the periods from or to the date on which control passed
and acquisitions are accounted for under the acquisition method.
The profit or loss on the disposal of a previously acquired business includes the attributable amount of any purchased goodwill relating to
that business. 
Foreign currency translation and derivative financial instruments
Assets and liabilities in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date. Profit and loss
accounts and cash flows of overseas subsidiary undertakings are translated into sterling at average rates of exchange for the year. The
exchange rates used in respect of the US dollar are:
2004 2003
Average for year 1.7195 1.5664
Year end 1.7734 1.5982
Exchange differences arising from the retranslation of the opening net investment of overseas subsidiaries and the difference between the
inclusion of their profits at average rates of exchange in the Group profit and loss account and the closing rate are dealt with as movements
on reserves. Other exchange differences are dealt with in the profit and loss account.
The Group uses derivative financial instruments to manage its interest rate exposures. These are principally swap agreements used to
manage the balance between fixed and floating rate finance on long term debt. The Group accounts for such derivatives, which are only
used for hedging purposes, using the accrual method under which amounts payable or receivable in respect of derivatives are recognised
rateably in interest payable over the period of the contract. They are not revalued to fair value or shown on the Group balance sheet at the
balance sheet date.
Turnover
Turnover represents the total amount receivable for the provision of goods and services to customers net of returns and value added tax.
Rental income is recognised on a straight line basis over the period of the rental contract.
Notes to the financial statements 42 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
1 Accounting policies continued
Fixed assets
Fixed assets are stated at historical cost or valuation less accumulated depreciation and provisions for impairment where appropriate.
Leasehold properties are amortised over the life of each lease. Other fixed assets, including those held under finance leases, are depreciated
on a straight line basis applied to the opening cost to write down each asset to its residual value over its useful economic life. The rates in
use are as follows: 
Per annum Per annum
Freehold property 2% Rental equipment 5% to 33% 
Motor vehicles 16% to 25% Office and workshop equipment 20%
Residual values are estimated at 10% of cost in respect of most types of rental equipment, zero for scaffolding and similar equipment and
15% for aerial work platforms.
Some of the Group’s freehold and long leasehold properties were revalued on the basis of their open market value at 30 April 1989. On
adoption of FRS 15 the Group followed the transitional provisions to retain the book value of land and buildings that were revalued in 1989
but not to adopt a policy of revaluation in future.
Gains and losses from sale of used equipment are recognised in the profit and loss account as a deduction from, or addition to, operating
costs on transfer of title in the equipment to the purchaser provided delivery has also taken place except in the case of sales of rental
equipment lost when in the possession of the rental customer which are recognised when the loss is notified by the customer at which point
rental income on the lost equipment ceases to accrue.
Repairs and maintenance 
Costs incurred in the repair and maintenance of rental and other equipment are charged to the profit and loss account as incurred.
Goodwill
Goodwill arising on acquisitions, being the difference between the cost and fair value of the Group’s share of net assets acquired, is
capitalised and written off on a straight line basis over its useful economic life, which the Group has determined to be 20 years. Provision 
is made for any impairment. 
Goodwill arising on acquisitions in the year ended 30 April 1999 and earlier periods was deducted from the accumulated profit and loss
account reserve in accordance with the Group’s accounting policy prior to adoption of FRS 10. Such goodwill is charged to the profit and
loss account on any subsequent disposals of the businesses to which it relates.
Deferred taxation
Deferred taxation is provided using the incremental liability approach and is measured on a non-discounted basis at the tax rates that are
expected to apply in the periods in which timing differences reverse, based on tax rates and laws substantively enacted at the balance sheet
date. Deferred tax is recognised in respect of timing differences that have originated but not reversed by the balance sheet date except that
(a) deferred tax in respect of the unremitted earnings of overseas subsidiaries is only recognised where there is a binding intent to distribute
past earnings at the balance sheet date; and (b) deferred tax assets are only recognised to the extent that it is considered more likely than
not that they will be recovered.
Leases 
Assets held under finance leases and the related lease obligations are recorded in the balance sheet at the fair value of the leased assets at
the inception of the lease. Such assets are depreciated in accordance with the Group’s depreciation policy at the same rate as applied to
equivalent owned assets. Lease payments are apportioned between interest which is charged to the profit and loss account, and capital,
which reduces the outstanding obligation. 
Operating lease rentals are charged against profits on a straight line basis over the period of the lease.  43 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
1 Accounting policies continued
Stocks
Stocks are valued at the lower of cost and net realisable value.
Pensions 
The Group operates defined benefit and defined contribution pension plans for the benefit of its employees under arrangements established
by Group companies. Pension costs are accounted for on the basis of charging the expected cost of providing pensions over the period
during which the Group benefits from the employees’ services. The effect of variations from regular cost are spread over the expected
average remaining service lives of the members of the plan. Contributions to defined contribution plans are expensed as incurred.
Insurance
Insurance costs include insurance premiums which are written off to the profit and loss account over the period to which they relate and an
estimate of the discounted liability for uninsured retained risks on unpaid claims arising out of events occurring up to the balance sheet date.
Investments 
Investments in subsidiary undertakings are stated at cost less any necessary provision for impairment in the parent company balance sheet.
Where an investment in a subsidiary is transferred to another subsidiary, any uplift in the value at which it is transferred over its carrying
value is treated as a revaluation of the investment prior to the transfer and is credited to the revaluation reserve.
Employee Share Ownership Trust
Shares in the Company acquired by the Employee Share Ownership Trust in the open market for use in connection with employee share
plans are, following the adoption of the UITF Abstract 38, shown as a deduction from shareholders’ equity. Where these shares are subject
to commitments to release them to employees (subject to the attainment of performance targets) in connection with the Group’s long term
incentive plans, then provision is made by way of a charge against profits to write off the estimated cost of the shares over the performance
period which is normally three years. 
2 Segmental analysis
The Group operates one class of business: rental of equipment. The segmental analysis by business unit is given below:
Operating
profit before
goodwill Goodwill
Turnover amortisation amortisation
before and and
exceptional Exceptional exceptional exceptional Operating
items items Turnover items items profit Net assets
£m £m £m £m £m £m £m
2004
Sunbelt 333.1 (3.3) 329.8 42.4 (23.8) 18.6 490.2
A-Plant 155.9 – 155.9 4.0 (4.0) – 186.6
Ashtead Technology 11.3 – 11.3 2.7 (0.2) 2.5 9.4
Corporate costs – – – (4.9) – (4.9) –
Central items* ––––––(554.4)
500.3 (3.3) 497.0 44.2 (28.0) 16.2 131.8
2003
Sunbelt 349.1 – 349.1 32.9 (28.8) 4.1 581.0
A-Plant 178.4 – 178.4 7.9 (8.9) (1.0) 218.0
Ashtead Technology 12.0 – 12.0 2.5 (0.5) 2.0 11.3
Corporate costs – – – (4.2) (0.3) (4.5) –
Central items* ––––––(650.9)
539.5 – 539.5 39.1 (38.5) 0.6 159.4
* Net borrowings, non recourse funding under the debtors securitisation and deferred taxation.
Notes to the financial statements 44 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
2 Segmental analysis continued
The segmental analysis by geographic unit is given below:
Turnover Operating profit Net assets
2003 2003
2004 2003 2004 (restated) 2004 (restated)
£m £m £m £m £m £m
North America 335.2 354.4 16.3 5.5 495.6 587.2
United Kingdom 160.3 183.2 (0.3) (5.4) 189.2 221.6
Rest of World 1.5 1.9 0.2 0.5 1.4 1.5
Central items* – – – – (554.4) (650.9)
497.0 539.5 16.2 0.6 131.8 159.4
* Net borrowings, non recourse funding under the debtors securitisation and deferred taxation.
There is no material difference between turnover by origin as shown above and turnover by destination. 
3 Operating costs
2004 2003
Before
Before goodwill Goodwill
goodwill Goodwill amortisation amortisation
amortisation amortisation and and
and and exceptional exceptional
exceptional exceptional items items Total
items items Total (restated) (restated) (restated)
£m £m £m £m £m £m
Staff costs:
Salaries 153.7 0.5 154.2 167.1 0.5 167.6
Social security costs 13.1 – 13.1 15.2 – 15.2
Other pension costs 3.7 – 3.7 3.8 – 3.8
170.5 0.5 171.0 186.1 0.5 186.6
Depreciation and amortisation:
Depreciation
– owned assets 99.9 2.3 102.2 107.6 5.8 113.4
– leased assets 2.9 – 2.9 3.4 – 3.4
Goodwill amortisation –9.2 9.2 –9.0 9.0
102.8 11.5 114.3 111.0 14.8 125.8
Other operating costs:
Vehicle costs 47.5 – 47.5 50.8 – 50.8
Spares, consumables and external repairs 36.3 – 36.3 41.6 – 41.6
Facilities costs 28.9 1.4 30.3 30.8 1.4 32.2
Refinancing costs – 10.9 10.9 – 5.6 5.6
Other external charges 75.3 1.4 76.7 82.8 16.5 99.3
188.0 13.7 201.7 206.0 23.5 229.5
Other operating income – profit on disposal of fixed assets (5.2) (1.0) (6.2) (2.7) (0.3) (3.0)
456.1 24.7 480.8 500.4 38.5 538.9
On the same basis as last year, operating costs by function can be analysed as follows:
£m £m £m £m £m £m
Cost of sales 413.1 3.3 416.4 457.3 22.5 479.8
Administrative expenses 43.0 21.4 64.4 43.1 16.0 59.1
456.1 24.7 480.8 500.4 38.5 538.9 45 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
3 Operating costs continued
The aforementioned include:
2003
2004 (restated)
£m £m
Operating lease rentals:
Relating to vehicles and other equipment (hire of plant and machinery) 11.1 11.6
Relating to land and buildings 16.2 17.2
Details of directors’ remuneration, together with directors’ share interests and share options are given in the directors’ remuneration report
and form part of these financial statements. 
Other operating income relates to profits on disposal of fixed assets which have been included within operating profit as they resulted from
routine sales of rental equipment and property transactions and are considered in effect to be no more than required adjustments to
depreciation previously charged. Profits related to land and buildings have been treated as exceptional other operating income and the
comparative has been amended accordingly.
During 2004 the Company changed its auditors and accordingly the remuneration of both the predecessor and the new auditors in the year
is given below:
2004 2003
£’000 £’000
Payable to PricewaterhouseCoopers LLP: 
Audit services: statutory audit: Company – 25
: statutory audit: Group – 389
:other audit related reporting: UK 770 369
Tax services : compliance services: overseas 110 63
: advisory services: UK 50 214
930 1,060
Payable to Deloitte & Touche LLP:
Audit services: statutory audit: Company 20 –
: statutory audit: Group 530 –
Other services: internal audit: UK 219 –
: due diligence: UK 1,480 650
: other 26 –
2,275 650
The fees for other services paid to Deloitte & Touche LLP are in respect of services provided under letters of engagement approved prior to
their appointment as auditors.
4 Interest payable and similar charges
2004 2003
£m £m
Bank interest payable 24.1 28.3
Funding cost on trade debtors’ securitisation 3.2 2.7
Interest on 5.25% unsecured convertible loan note, due 2008 8.1 7.7
Interest payable on finance leases 1.2 2.2
Total interest payable before exceptional costs 36.6 40.9
Exceptional bank facility costs 8.9 1.9
45.5 42.8
Exceptional bank facility costs in 2004 comprise default interest of £0.3m and fees to providers of finance of £8.6m.
Notes to the financial statements 46 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
5 Exceptional items and goodwill amortisation 
2004 2003
£m £m
Debt facility costs 20.6 7.5
UK business refocusing programme 6.1 7.4
Prior year impact of change in US estimation methods 5.3 7.4
US severance costs 0.5 –
Profit on sale of land and buildings (1.0) (0.3)
Prior year impact of the US accounting issue – 9.4
Total exceptional items 31.5 31.4
Goodwill amortisation 9.2 9.0
40.7 40.4
Debt facility costs of £20.6m consist of: (i) £8.9m payable to providers of finance in connection with the waiver on 30 May 2003 by the
bank group of the default under our existing senior secured credit facility and other debt facilities as a result of the accounting issues at
Sunbelt; (ii) £2.2m of legal, accounting and advisory fees related to the waiver of the default; (iii) £6.7m of legal, accounting and advisory
fees related to the partial refinancing of the senior secured credit facility through the issue of second priority senior secured notes; and (iv)
£2.8m of other costs. Debt facility costs in 2003 comprised principally professional advisory costs and fees paid to debt providers related 
to resolving the defaults under the Company’s debt facilities.
The non cash charge of £6.1m in the year ended 30 April 2004 for the UK business refocusing programme is an adjustment to the charge
of £7.4m recorded at 30 April 2003 and arose from A-Plant’s non-core asset disposal programme. The charge includes goodwill of £2.3m
previously written off to reserves.
The non cash charge of £5.3m for the prior year impact of changes in US estimation methods in the year ended 30 April 2004 relates
principally to adjustments of £3.3m to the methods of determining accrued and deferred revenue at 30 April 2003 and £1.4m to recognise
operating lease costs on a straight line basis over the life of the lease at 30 April 2003. Application of the revised estimation methods had 
no net impact on the Group’s loss or cash flows for the year ended 30 April 2004 and is not expected to have any significant impact on the
results of future periods. The charge of £7.4m in the year ended 30 April 2003 related to the adjustment arising from the refinement of the
method of estimating the provision for self insured retained risk under Sunbelt’s insurance policies at 30 April 2002.
The US severance costs relate to the departure of the former President and Chief Executive Officer of Sunbelt (see directors’ remuneration
report). The charge of £9.4m relating to the prior year impact of the US accounting issue in the year ended 30 April 2003 is comprised of
the errors in the balance sheet at 30 April 2002. 
Exceptional items are presented in the profit and loss account as follows:
2003
2004 (restated)
£m £m
Turnover 3.3 –
Staff costs 0.5 0.5
Depreciation 2.3 5.8
Other operating costs 13.7 23.5
Other operating income (1.0) (0.3)
Charged in arriving at operating profit 18.8 29.5
Loss on sale of businesses 3.8 –
Interest payable and similar charges 8.9 1.9
31.5 31.4 47 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
6 Taxation
2004 2003
£m £m
UK Corporation tax at 30% (2003 – 30%)
– current year charge – –
– credit in respect of prior year – (0.2)
– (0.2)
Overseas taxation
– current year charge 0.2 0.5
– credit in respect of prior year (0.5) –
(0.3) 0.5
Total current tax (credit)/charge (0.3) 0.3
Deferred taxation 
– current year charge/(credit) 0.9 (4.8)
– prior year charge/(credit) 1.1 (4.5)
2.0 (9.3)
Total tax charge/(credit) for the year 1.7 (9.0)
All of the 2004 and 2003 deferred tax relates to the origination and reversal of timing differences.
The reconciliation between the tax charge/(credit) for the year and that expected on the basis of the UK standard corporation tax rate 
of 30% is as follows:
2004 2003
£m £m
Expected tax credit based on the loss before taxation of £33.1m 
(2003 – £42.2m) for the year at the standard UK corporation tax rate of 30% (9.9) (12.7)
Accelerated capital allowances and other timing differences 10.9 14.8
Goodwill amortisation included in the loss before tax not allowable for tax 2.6 2.6
Impact of overseas losses taxed at rates above the UK standard rate (0.9) (1.0)
Adjustment to tax charge in respect of previous period (0.5) (0.2)
Other permanent differences (2.5) (3.2)
Total current tax (credit)/charge for the year (0.3) 0.3
Deferred taxation charge/(credit) for the year 2.0 (9.3)
Total tax charge/(credit) for the year 1.7 (9.0)
Factors that may affect future tax charges relate to deferred tax (see note 18).
7 Profit and loss account
Ashtead Group plc has not presented its own profit and loss account as permitted by Section 230 (3) of the Companies Act 1985. 
The amount of the loss for the financial year dealt with in the accounts of Ashtead Group plc is £8.4m (2003 – profit of £2.7m). 48 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
8 Loss per share
Loss per share for the year ended 30 April 2004 has been calculated based on the loss for the financial year and on 322,931,814 
(2003 – 322,716,194) ordinary shares, being the weighted average number of ordinary shares in issue during the year which excludes 
the 2,723,461 shares held by the ESOT in respect of which dividends have been waived. Diluted loss per share is computed using the 
loss for the financial year and the diluted number of shares (ignoring any potential issue of ordinary shares which would be anti-dilutive).
These are calculated as follows:
2004 2003
Loss for Weighted Per Loss for Weighted Per
the financial average no share the financial average no share
year of shares amount year of shares amount
£m million pence £m million pence
As used in the calculation of basic loss per share 
excluding the shares held by the ESOT (34.8) 322.9 (10.8) (33.2) 322.7 (10.3)
Outstanding share options ––– –––
As used in the calculation of diluted loss per share (34.8) 322.9 (10.8) (33.2) 322.7 (10.3)
9 Intangible assets – goodwill
Cost Amortisation Net book value
£m £m £m
At 1 May 2003 as previously reported 178.3 (26.3) 152.0
Arising in respect of acquisitions in the year 0.1 – 0.1
Amortisation during the year – (9.2) (9.2)
At 30 April 2004 178.4 (35.5) 142.9
Additions to goodwill relate to deferred consideration arising on prior year acquisitions. Goodwill written off directly to reserves as at 
30 April 2004 was £61.9m (2003 – £64.2m).
10 Tangible fixed assets
Rental equipment
Office &
Motor vehicles
Freehold Leasehold Held under workshop Held under 
property property Owned finance leases equipment Owned finance leases Total
£m £m £m £m £m £m £m £m
Cost or valuation 
At 1 May 2003 39.7 29.9 923.9 21.9 23.3 4.9 6.4 1,050.0
Exchange difference (1.3) (2.1) (69.2) (2.6) (1.5) (1.5) – (78.2)
Reclassifications (0.5) 0.4 5.7 (6.4) 0.8 – – –
Additions 0.31.764.1–2.43.8–72.3
Disposals (3.4) (2.6) (123.5) – (2.4) (3.2) (0.3) (135.4)
At 30 April 2004 34.8 27.3 801.0 12.9 22.6 4.0 6.1 908.7
Depreciation 
At 1 May 2003 6.1 7.6 363.5 4.8 12.6 3.3 0.6 398.5
Exchange difference (0.2) (0.7) (33.3) (1.0) (0.9) (1.4) – (37.5)
Reclassifications – – 4.8 (5.3) 0.5 – – –
Charge for the period 0.7 2.1 94.5 1.8 4.0 0.9 1.1 105.1
Disposals (1.3)(1.3)(85.6)–(2.0)(2.6)(0.1)(92.9)
At 30 April 2004 5.3 7.7 343.9 0.3 14.2 0.2 1.6 373.2
Net book value 
At 30 April 2004 29.5 19.6 457.1 12.6 8.4 3.8 4.5 535.5
At 30 April 2003 33.6 22.3 560.4 17.1 10.7 1.6 5.8 651.5
Reclassifications principally relate to the purchase in the year of assets previously held under finance leases. 49 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
10 Tangible fixed assets continued
The net book amount of leasehold property comprises:
2004 2003
£m £m
Long leasehold 3.0 2.4
Short leasehold 16.6 19.9
19.6 22.3
The closing net book value of property stated at cost or valuation may be analysed as follows:
Freehold Leasehold
£m £m
Stated at cost 28.0 18.6
Stated at valuation performed at 30 April 1989 1.5 1.0
29.5 19.6
The net book value at which assets stated at valuation would have
been shown if they had not been revalued is as follows: 1.2 0.8
11 Investments
Shares in group
companies
£m
At 1 May 2003 346.8
Additions 132.0
Disposals (2.6)
Written off against revaluation reserve (198.6)
At 30 April 2004 277.6
The Company’s principal subsidiaries are:
Principal country
Country of in which subsidiary
Name incorporation undertaking operates
Ashtead Holdings plc England United Kingdom
Sunbelt Rentals Inc. USA USA
Ashtead Plant Hire Company Limited England United Kingdom
Ashtead Technology Limited Scotland United Kingdom
Ashtead Technology (South East Asia) pte Limited Singapore Singapore
Ashtead Technology Inc. USA USA
The issued share capital (all of which comprises ordinary shares) of subsidiaries is 100% owned by the Company or by subsidiary
undertakings and all subsidiaries are consolidated. The principal activity of Ashtead Holdings plc is an investment holding company. The
principal activity of each other subsidiary undertaking listed above is equipment rental. Ashtead Group plc owns all the issued share capital
of Ashtead Holdings plc which in turn holds all of the other subsidiaries listed above except for Sunbelt Rentals Inc. and Ashtead Technology
Inc. which Ashtead Holdings plc owns indirectly through other subsidiary undertakings.
12 Stock
2004 2003
£m £m
Raw materials, consumables and spares 9.4 8.7
Goods for resale 5.7 2.9
15.1 11.6 50 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
13 Debtors
Group Company
2004 2003 2004 2003
£m £m £m £m
Trade debtors subject to non-recourse financing 82.4 88.0 – –
Less non-recourse financing received (52.2) (57.5) – –
30.2 30.5 – –
Other trade debtors 0.5 2.8 – –
Amounts due from group undertakings – – – 133.9
Prepayments and accrued income 11.2 13.5 0.2 0.1
41.9 46.8 0.2 134.0
Under the revolving securitisation programme the Group sells or assigns its title and interest in a pool of invoiced trade debtors to a third
party. Funding received against this pool of trade debtors takes into account, inter alia, the risks that may be attached to the debtors and the
expected collection period. The Group is not obliged and does not intend to support any losses arising from the assigned debtors. In the
event of default in payment by a debtor, the providers of the finance can only obtain repayment of funding advanced, as to both principal
and interest, from the remainder of the pool of debtors in which they hold an interest. The third party has also confirmed that it will not
seek repayment from the Group in any other way.
14 Bank loans, overdrafts and finance lease obligations
Group Company
2004 2003 2004 2003
£m £m £m £m
Secured bank overdraft – 4.8 – –
Short term element of secured bank loans 9.9 2.3 – –
Short term element of finance lease obligations 5.7 3.5 – –
15.6 10.6 – –
15 Trade and other creditors
Group Company
2004 2003 2004 2003
£m £m £m £m
Trade creditors 33.3 35.3 – –
Bills of exchange payable 0.9 12.8 – –
Taxation 0.6 0.5 – –
Other taxes and social security 6.3 7.9 0.1 –
Amounts due to subsidiary undertakings – – 1.9 –
Accruals and deferred income 36.2 35.7 0.9 9.1
77.3 92.2 2.9 9.1
Trade and other creditors include amounts relating to the purchase of fixed assets (including outstanding bills of exchange) of 
£21.1m (2003 – £33.3m).  51 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
16 Creditors – amounts falling due in more than one year
Bank and other loans are payable as follows:
Group Company
2004 2003 2004 2003
£m £m £m £m
Between one and two years:
– First priority senior secured bank debt 6.3 415.6 – –
– Finance lease obligations 3.4 6.1 – –
Between two and five years:
– Secured bank overdraft 3.3 – – –
– First priority senior secured bank debt 206.4 – – –
– Finance lease obligations 3.0 12.8 – –
– 5.25% Unsecured convertible loan note, due 2008 130.6 129.8 130.6 129.8
– Loan notes 0.2 – 0.2 –
Over five years:
– Loan notes – 0.2 – 0.2
– 12% second priority senior secured notes, due 2014 115.6 – – –
468.8 564.5 130.8 130.0
Interest is payable on these loans currently at rates between 5.1% and 12.0%. Secured bank debt payable in between one and two years
relates to amounts drawn under the committed secured senior credit facility which, following the partial repayment of this facility from the
proceeds of the second priority secured notes, now expires on 28 September 2007. Secured bank debt including secured bank overdrafts is
secured by way of fixed and floating charges over substantially all of the Group’s assets.
First priority senior secured credit facility
Following the refinancing of the Group’s loan facilities during the year, the Group’s principal bank facility is its first priority senior secured
credit facility which is now committed to 28 September 2007. This facility is drawn principally in US dollars and partly in sterling and euros.
At 30 April 2004 the facility totalled £250.8m of which £222.6m was drawn and £28.2m (US$50m) was available. Interest is payable 
on borrowings under the facility at LIBOR plus 4.0% and there is a commitment fee of 1.875% per annum payable on any undrawn portion
of the facility.
Debt repayments of 3% of the outstanding principal amount on 29 October 2004 and then, commencing on 31 January 2005, by 0.75%
of the outstanding principal amount on a quarterly basis are required. The undrawn facility amortises on the same basis. The facility may also
further amortise each year from July 2005 by an additional amount equal to 75% of any excess cash flow shown in the audited accounts
for the financial year ended at the end of the previous April. Excess cash flow for this purpose effectively amounts to the reduction in
borrowings in the financial year less the committed amortisation outlined above in that financial year together with any amounts set aside 
to cash collateralise any letters of credit issued or to be issued in connection with the Group’s insurance programmes.
Outstandings under the facility are secured by first priority security interests in the form of fixed and floating charges over substantially all of
the Group’s assets. Under the terms of the facility the Group is required to demonstrate compliance with certain financial covenants relating
to the ratios of EBITDA to senior and total debt levels and to interest, the ratio of the committed facility to the net book value of the rental
fleet and a maximum capital expenditure covenant.
The Group also has a bank overdraft facility of £11m and a £5.6m (US$10m) line used for letters of credit issued in connection with the
Group’s insurance programmes. Both these facilities are also committed to 28 September 2007. At 30 April 2004, £3.3 million was
outstanding under the overdraft facility and the letter of credit line was fully utilised. The amounts outstanding under these supplementary
facilities are secured on the same basis as the senior secured credit facility and are effectively subject to the same covenants and to similar
amortisation and cash sweep arrangements.
12% second priority senior secured notes due 2014 having a nominal value of £120 million
On 16 April 2004 the Group, through its wholly owned subsidiary Ashtead Holdings plc, issued £120m of 12% second priority senior
secured notes due 1 May 2014. The funds received were used to permanently prepay $200 million of the amount outstanding under the
senior secured credit facility and, in conjunction with funds from our own resources, additionally to pay down $50m of a revolving tranche
of that facility. The notes are secured by second priority security interests over substantially the Group’s same assets as the senior secured
credit facility and are also guaranteed by Ashtead Group plc. 52 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
16 Creditors – amounts falling due in more than one year continued
5.25% unsecured convertible loan note due 2008 having a nominal value of £134 million
This loan note is convertible, at the holder’s option, into 89,333,333 ordinary shares at any time after 1 June 2001 and if not converted is
redeemable at par on 31 March 2008. The loan note may only be transferred with the consent of the Company which will be granted if 
the Company is satisfied that the transferee (and any connected persons) would not, in consequence of the transfer, hold 10% or more 
of the issued share capital of the Company after conversion. Certain orderly marketing restrictions also apply to any ordinary shares issued
on conversion. 
Future payments of the semi-annual interest under the convertible loan note may, under certain conditions, be postponed for up to 180
days by the Company’s senior lenders and are, additionally, subject to constraints set out in the agreement governing the second priority
senior secured notes, due 2014.
The holder of the convertible loan note, a subsidiary of Rentokil Initial plc, has agreed that, in the event that the Company is prohibited by
these constraints from paying the interest on the convertible loan note, then such non-payment shall not constitute a default and instead
the amount of any unpaid interest shall be carried forward to the next interest payment date and paid at that time provided sufficient
earnings are available. If they are not then the amount unpaid is again carried forward.
In return for these concessions the Company agreed during the year with Rentokil Initial plc that the holder of the convertible note will
receive a fee of £2m payable at the time the convertible loan note is repaid. This fee, together with the unpaid interest relating to the
missed April and October 2003 interest payments, has been expensed in the year and both are included in other creditors due after 
one year.
The Board considers that these facilities provide adequate funding for the Group and that anticipated future cash generation, together with
current cash balances and undrawn amounts, is sufficient to meet the agreed facility reductions and the ongoing needs of the business.
17 Financial instruments
A discussion of financial instruments used by the Group and its approach to managing foreign exchange risk are included in the operating
and financial review. Short term debtors and creditors have been excluded from all the following disclosures (except the currency profile of
monetary assets).
a) The currency and interest rate profile of the Group’s financial assets is:
Financial
assets on
which no
Floating rate interest
Total deposits is received
£m £m £m
At 30 April 2004:
Sterling 0.2 – 0.2
US dollar 9.3 9.1 0.2
Euro 0.2 0.2 –
Singapore dollar 0.2 0.2 –
9.9 9.5 0.4
At 30 April 2003:
Sterling 1.0 0.8 0.2
US dollar 8.2 8.1 0.1
Euro 0.9 0.9 –
Singapore dollar 0.2 0.2 –
10.3 10.0 0.3
Floating rate financial assets are deposited for variable periods at prevailing money market rates. 53 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
17 Financial instruments continued
b) The currency and interest rate profile of the Group’s financial liabilities is:
Weighted Weighted
average average
interest time
Floating rate Fixed rate rate at for which
Total borrowings borrowings 30 April rate is fixed
£m £m £m % Years
At 30 April 2004:
Sterling 271.9 21.1 250.8 8.6 6.8
US dollar 200.5 136.4 64.1 5.5 1.9
Euro 12.0 12.0 – 6.1 –
484.4 169.5 314.9 6.8 5.8
At 30 April 2003:
Sterling 167.3 31.5 135.8 5.8 5.0
US dollar 389.4 216.4 173.0 6.0 0.4
Euro 18.4 18.4 – 6.6 –
575.1 266.3 308.8 5.9 2.4
The Group’s sterling fixed rate borrowings at 30 April 2004 comprised the £130.6m 5.25% unsecured convertible loan note, due 2008, 
the £115.6m second priority senior secured note due 2014, £0.2m of fixed rate loan notes issued by the Company and £4.4m of sterling
finance lease obligations. The fixed rate US dollar borrowings relate to US$100m (£56.4m) of the borrowings under the Group’s secured
loan facility on which interest rates have been fixed by means of an interest rate swap executed in May 2003 with Bank of America and to
£7.7m of US dollar finance lease obligations. Interest payable on floating rate borrowings is linked to LIBOR rates for the relevant currency.
Excluded from the table above are long term sterling denominated creditors of £9.4m due in March 2008, £7.4m of this amount bears
interest at Barclays Bank’s base rate plus 2%. 
c) Currency profile of monetary liabilities
During the year the Company has used financial instruments for the purpose of managing funding, interest rate and currency risk. Such
derivative financial instruments are only used to manage or hedge underlying exposures and not to create exposures. At 30 April 2004 the
only currency exposures in the Group’s operations in currencies other than their own functional currency related to payables of £1.9m (2003
– £3.1m) in the US payable in Euros, £10.2m (2003 – £nil) in the UK receivable in US dollars and £nil (2003 – £0.1m) in the Republic of
Ireland payable in pounds sterling.
d) Maturity of financial liabilities
2004 2003
£m £m
In one year or less 15.6 10.6
In more than one year but not more than two years 9.7 421.7
In more than two years but not more than five years 343.5 142.6
In more than five years 115.6 0.2
484.4 575.1 54 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
17 Financial instruments continued
By type of borrowing, the maturity dates at 30 April 2004 are as follows:
Amount
outstanding at
30 April 2004 Date facility
£m matures*
Bank overdraft 3.3 28 September 2007
**
First priority senior secured credit facility 222.6 28 September 2007
5.25% unsecured convertible loan note, due 2008 130.6 31 March 2008
Ashtead Group plc loan notes 0.2 31 December 2008
Finance lease obligations 12.1 Various through 2007
Second priority 12% senior secured note due 2014 115.6 1 May 2014
484.4
* See note 16 for facility amortisation details.
**Although the overdraft is repayable on demand, the provider of that facility has formally advised the Company that the facility is available until at least 28 September 2007 so
long as the Company is in compliance with the quarterly covenants under the senior secured credit facility.
e) Borrowing facilities
Undrawn committed facilities at 30 April 2004 totalled £35.9m (US$62.8m) and comprised £28.2m (US$50m) relating to the undrawn
balance of the revolving loan commitment under the Group’s senior secured bank loan facility and £7.7m relating to undrawn overdraft
facilities, both of which expire in more than two years but less than five years. 
f) Fair value of financial assets and liabilities
The table below provides a comparison, by category of the carrying amounts and the fair values of the Group’s financial assets and liabilities
at 30 April 2004. Fair value is the amount at which a financial instrument could be exchanged in an arm’s length transaction between
informed and willing parties and includes 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 prevailing interest and
exchange rates.
Summary of methods and assumptions
• Bank loans and overdraft, loan notes and cash – fair value approximates to the carrying value because of the short maturity of these items
or because they bear interest at floating rates which are reset to market rates at intervals of less than one year.
• Finance lease obligations – fair value is calculated by reference to the present value of the cash flows implicit in these liabilities discounted
at current market rates for equivalent financial liabilities.
• Second priority senior secured note – fair value is determined by reference to market quotations.
• 5.25% convertible loan note and finance lease obligations – fair value is calculated by reference to the present value of the cash flows
implicit in these liabilities discounted at current market rates for equivalent financial liabilities together with, in the case of the convertible
loan note, an estimate of the option value implicit in the conversion option calculated using a suitable option pricing model.
• Interest rate swap agreements – fair value is determined by reference to market quotations obtained with reference to interest rates ruling
at 30 April 2004.
Primary financial instruments held or issued to finance the Group’s operations:
At 30 April 2004 At 30 April 2003
Book value Fair value Book value Fair value
£m £m £m £m
Short term borrowings and overdrafts 9.9 9.9 7.1 7.1
Finance lease obligations 12.1 12.0 22.4 19.5
Other secured bank loans and overdrafts (all of which bear interest at floating rates) 216.0 216.0 415.6 415.6
Other loan notes 0.2 0.2 0.2 0.2
12% second priority senior secured notes 115.6 115.6 ––
5.25% unsecured convertible loan note 130.6 105.3 129.8 99.6
Cash at bank (9.9) (9.9) (10.3) (10.3)
474.5 449.1 564.8 531.7
Derivative financial instruments held to manage interest rate profile:
Interest rate swaps (net loss) –0.1 –4.9 55 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
17 Financial instruments continued
In line with the Group’s accounting policy of accounting for derivatives used to manage the balance between fixed and floating rate interest
rates on long term debt rateably in earnings over the period of the contracts, half of the total unrecognised loss on the interest rate swaps
of £0.1m at 30 April 2004 will be recognised in the year ending 30 April 2005.
18 Provisions for liabilities and charges
Deferred taxation
2004 2003
£m £m
Liability recognised in the accounts:
– Short term timing differences (14.8) (12.9)
– Tax effect of losses in subsidiary company (42.0) (56.2)
– Accelerated capital allowances 84.5 97.7
27.7 28.6
Unrecognised deferred tax asset relating to:
– Accelerated capital allowances 27.1 17.2
– Tax losses in subsidiary company 1.1 0.7
– Short term timing differences 0.5 0.2
28.7 18.1
The movement in the year in the liability provided is:
£m £m
At 1 May 28.6 41.1
Exchange differences (2.9) (3.2)
Charged/(credited) to profit and loss account 2.0 (9.3)
At 30 April 27.7 28.6
No deferred tax has been provided in respect of the surplus arising on revaluation of the Group’s properties because all of the properties 
are employed in the Group’s business, and it is not the Group’s intention to dispose of any of them. In any event, the likelihood of a material
tax liability arising on disposal is remote due to the availability of rollover relief. Additionally no deferred tax is provided on the unremitted
earnings of overseas subsidiaries because it is not intended to remit these in the foreseeable future. The Group’s unrecognised deferred
taxation assets relate to operations in the UK and have not been recognised as it is not regarded as more likely than not that they will be
recovered. Deferred taxation assets not recognised would be recoverable in the event that they reverse and taxable profits are available. 
Other provisions
Self insurance Other Total
£m £m £m
At 1 May 2003 13.4 3.5 16.9
Transfer from/(to) other creditors 0.7 (0.8) (0.1)
Exchange differences (1.3) – (1.3)
Utilised (7.9) (1.7) (9.6)
Charged in the year 7.7 1.1 8.8
At 30 April 2004 12.6 2.1 14.7
Self insurance provisions relate to the discounted estimated liability in respect of costs to be incurred under the Group’s self insured
programmes for events occurring up to the year end. The provision is established based on advice received from independent actuaries of
the estimated total cost of the self insured retained risk based on historical claims experience. Other provisions relate primarily to vacant
property costs which are expected to be utilised over a period of up to five years. 56 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
19 Called up share capital 
2004 2003 2004 2003
Ordinary shares of 10p each Number Number £m £m
Authorised 450,000,000 450,000,000 45.0 45.0
Allotted, called up and fully paid 325,656,564 325,655,164 32.6 32.6
Details of the 5.25% unsecured convertible loan note due 2008 are provided in note 16.
20 Movements in shareholders’ funds
Own
Share shares Profit 
Share premium Revaluation held by and loss
capital account reserve ESOT account Total 2003
£m £m £m £m £m £m £m
Group
Loss for the financial year –––– (34.8)(34.8)(33.2)
Other recognised gains and losses relating to the year –––– 4.9 4.9 (0.4)
Goodwill transferred to profit and loss account in 
respect of businesses sold in the year –––– 2.3 2.3 –
Share capital subscribed –––––– 0.1
Net reductions to shareholders’ funds –––– (27.6)(27.6)(33.5)
At 1 May 2003 as previously reported 32.6 100.7 0.5 – 27.2 161.0 194.5
Prior year adjustment – – – (1.6) – (1.6) (1.6)
At 1 May 2003 as restated 32.6 100.7 0.5 (1.6) 27.2 159.4 192.9
Closing shareholders’ funds 32.6 100.7 0.5 (1.6) (0.4) 131.8 159.4
Company
(Loss)/profit for the financial year –––– (8.4) (8.4) 2.7
Other recognised gains and losses relating to the year – – (198.6) – – (198.6) (0.1)
Share capital subscribed –––––– 0.1
Net (reductions)/additions to shareholders’ funds – – (198.6) – (8.4) (207.0) 2.7
At 1 May 2003 as previously reported 32.6 100.7 198.6 – 11.4 343.3 340.6
Prior year adjustment – – – (1.6) – (1.6) (1.6)
At 1 May 2003 as restated 32.6 100.7 198.6 (1.6) 11.4 341.7 339.0
Closing shareholders’ funds 32.6 100.7 – (1.6) 3.0 134.7 341.7
As described in note 1 the prior year adjustment relates to the reclassification of the Company’s shares held by the ESOT from fixed assets 
to shareholders’ funds consequent upon the implementation in the year of UITF Abstract number 38.
The ESOT, which is established in Jersey, holds an interest in 2,723,461 ordinary shares of the Company acquired at a cost of 57p per share.
These shares had a market value at 30 April 2004 of £0.8m. As described in the directors’ remuneration report, 2,072,582 of these shares,
relate to matching awards to directors under the Company’s Investment Incentive Plan.  57 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
21 Disposal of businesses
During the year the Group sold its non-core businesses of Big Air, Mast Climbing and its Irish business. Total net proceeds are estimated 
at £15.7m, £15.3m of which had been received at 30 April 2004 with the balance payable in stages in the coming months following
finalisation of asset values. The businesses sold contributed turnover of £7.4m (2003 – £13.2m) and operating profit of £0.1m 
(2003 – £1.0m) to the results for the year.
The loss on disposal can be summarised as follows:
£m
Book value of assets sold 17.2
Net proceeds on disposal of businesses (15.7)
Goodwill previously written off to reserves 2.3
Loss on disposal of businesses 3.8
22 Operating leases 
Minimum annual commitments under existing operating leases may be analysed by date of expiry of the lease as follows:
2003
2004 (restated)
£m £m
Land and buildings:
Expiring in one year 0.5 0.2
Expiring between two and five years 8.2 5.0
Expiring in more than five years 7.2 9.1
15.9 14.3
Other:
Expiring in one year 1.0 0.9
Expiring between two and five years 7.4 8.6
Expiring in more than five years 0.4 0.4
8.8 9.9
Total 24.7 24.2
Total minimum commitments under existing operating leases at 30 April 2004 through to the end of their respective term by year are 
as follows:
Land and Motor
buildings vehicles Other Total
Financial year £m £m £m £m
2005 15.9 8.2 0.6 24.7
2006 15.3 6.5 0.4 22.2
2007 14.9 4.1 – 19.0
2008 14.6 2.1 – 16.7
2009 14.3 0.5 – 14.8
Thereafter 77.1 0.2 – 77.3
152.1 21.6 1.0 174.7 58 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
23 Pensions
The Group operates pension plans for the benefit of qualifying employees. The major plans for new employees throughout the Group are 
all defined contribution plans following the introduction of the new stakeholder pension plan for UK employees in May 2002.
The Group also has a number of defined benefit plans of which the largest is the former plan for UK employees. This plan, which was closed
to new members in 2001, is a funded defined benefit plan with trustee administered assets held separately from those of the Group. The
latest triennial actuarial valuation of this plan was performed as at 30 April 2001 by a qualified actuary employed by Aon Limited using the
projected unit credit method. The other defined benefit plans have also been valued for accounting purposes by qualified actuaries as at 
30 April 2004 using methodologies appropriate to the nature of each plan.
The principal actuarial assumptions used in the main UK plan for funding and for accounting purposes were the same except for the pre-
retirement investment return where 6.9% per annum and 7.25% per annum were used respectively for past service and future service for
funding purposes against 7.9% per annum in both cases for accounting purposes and the assumed annual increase in salaries which was
4.5% for funding purposes and 4.0% for accounting purposes. The other main assumptions for both funding and accounting purposes
were the post-retirement investment return for current pensioners of 5.1% and for non-current pensioners of 5.25% and the annual
inflation rate of 2.5%. 
On a combined basis the market value of the plan assets at the respective valuation dates was £23.6m. On an on-going basis, assets at
market value were sufficient to cover 81.0% of the benefits that had accrued to members on the funding basis and 89.0% on the SSAP 24
accounting basis. On the advice of the actuary, employer contributions were paid to the main UK plan during the year ended 30 April 2004
at the rate of 15.0% of members’ pensionable salaries at 1 May 2003 (increased from 11.0% from 1 May 2003). In the case of the other
plans contributions were at the amounts set by the actuary. For accounting purposes, the actuarial deficit in each plan is being spread 
over the average remaining expected service life of the employees in the plan.
The table below shows the employer’s cost calculated in accordance with the provisions of SSAP 24 for the main UK plan and for the 
other plans:
2004 2003
£m £m
Defined contribution plans 1.3 1.3
Defined benefit plans:
– regular cost 2.3 1.5
– variation from regular cost 0.1 1.0
3.7 3.8
Accrual for unfunded pensions 0.1 0.1
Additional pension disclosures under FRS 17
Each of the Company’s defined benefit pension commitments were valued at 30 April 2004 under the provisions of FRS 17 by independent
qualified actuaries using the projected unit valuation method. The major financial assumptions applied by the actuary were:
2004 2003 2002
Rate of increase in salaries 4.0% 4.0% 4.25%
Rate of increase in pensions in payment 2.75% 2.5% 2.5%
Discount rate 5.7% 5.5% 6.0%
Inflation assumption 3.0% 2.5% 2.75% 59 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
23 Pensions continued
The fair value of the assets in the scheme, the present value of the scheme liabilities and the expected rate of return at each balance sheet
date were:
2004 2003 2002
%£m %£m % £m
Equities 7.4% 17.3 7.3% 15.6 6.9% 17.3
Bonds 5.4% 9.0 5.0% 4.1 5.5% 3.1
Property 7.4% 2.3 7.3% 2.1 6.9% 2.0
Cash 4.0% 0.8 4.0% 0.7 4.0% 1.4
Total market value of assets 29.4 22.5 23.8
Present value of schemes’ liabilities 41.9 37.0 30.9
Net deficit on the basis prescribed by FRS 17 12.5 14.5 7.1
Were FRS 17 to have been applied in the accounts at 30 April 2004 the impact on profit and loss account reserves would have been 
as follows:
2004 2003
£m £m
Profit and loss reserve as reported in the accounts at 30 April 2004 (0.4) 27.2
Amounts included in the balance sheet in the accounts 0.1 0.1
FRS 17 pension liability (12.5) (14.5)
Profit and loss reserve at 30 April 2004 if FRS 17 had been applied (12.8) 12.8
The amount charged to the profit and loss account if the FRS 17 basis of accounting had been applied would have been:
2004 2003
£m £m
Charged within operating costs:
Current service cost – defined benefit plans 2.3 2.0
Current service cost – defined contribution plans 1.3 1.3
Curtailment gain (0.2) –
3.4 3.3
Charged within net interest payable and similar charges:
Expected return on pension scheme assets 1.6 1.7
Interest on pension liabilities (2.1) (1.9)
(0.5) (0.2)
Amounts recognised in the statement of total recognised gains and losses:
Actual return less expected return on pension scheme assets 2.9 (5.4)
Experience (losses)/gains arising on scheme liabilities (0.7) 0.5
Impact of changes in assumptions relating to the present value of scheme liabilities – (2.7)
Actuarial gain/(loss) 2.2 (7.6)
Movement in deficit during the year:
At 1 May 14.5 7.1
Current service cost 2.3 2.0
Contributions (2.4) (2.4)
Other finance expense 0.5 0.2
Curtailment gains (0.2) –
Actuarial (gain)/loss (2.2) 7.6
At 30 April 12.5 14.5
The movement in the year from a deficit of £14.5m to a deficit of £12.5m is attributable to an increase in the market value of assets
exceeding the increase in the schemes’ liabilities. During the year the main indices against which the schemes’ assets are benchmarked
increased by approximately 30%. 60 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
23 Pensions continued
2004 2003
£m £m
History of experience gains and losses:
Difference between actual and expected return on scheme assets:
– amount 2.9 (5.4)
– percentage of scheme assets 10% (24%)
Experience gains and losses on scheme liabilities:
– amount (0.7) 0.5
– percentage of the present value of scheme liabilities (2%) 1%
Total amount recognised in the statement of total recognised gains and losses
– amount 2.2 (7.6)
– percentage of the present value of scheme liabilities 5% (21%)
FRS 17 requires that the pension schemes are valued using market conditions at the Company’s year end. This may produce a volatile figure
for the surplus or deficit as, given a large proportion of the plan assets are held in equities, it is largely dependent on the level of the
stockmarket at the Company’s year end.
24 Notes to the cash flow statement
a) Cash flow from operating activities
2004 2003
£m £m
Operating profit 16.2 0.6
Depreciation of tangible fixed assets 105.1 116.8
Amortisation 9.2 9.0
Exceptional items excluding impairment 16.5 23.7
EBITDA 147.0 150.1
Profit on sale of tangible fixed assets (5.2) (2.7)
(Increase)/decrease in stocks (4.4) 1.3
Decrease in trade debtors 0.5 5.4
Increase in trade creditors 0.9 2.5
Exchange differences 1.2 0.7
Net cash inflow from operating activities before exceptional items 140.0 157.3
Exceptional costs (11.1) (4.4)
Movement in non-recourse financing received under trade debtors securitisation (2.2) 57.4
Net cash inflow from operating activities 126.7 210.3
b) Reconciliation to net debt
2004 2003
£m £m
Decrease/(increase) in cash in the period 0.8 (9.2)
Increase in cash collateral balances (2.6) (3.7)
Decrease in bank loans (156.6) (53.9)
Increase in second priority senior secured note due 2014 115.6 –
Decrease in finance lease obligation (8.6) (11.9)
Change in net debt from cash flows (51.4) (78.7)
Translation difference (39.7) (38.3)
Non cash movement
– 5.25% unsecured convertible loan note, due 2008 0.8 0.1
– obligation due on finance leases – 6.4
Movement in net debt in the period (90.3) (110.5)
Net debt at 1 May 564.8 675.3
Net debt at 30 April 474.5 564.8 61 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
24 Notes to the cash flow statement continued
c) Analysis of net debt
1 May Exchange Non-cash 30 April
2003 movement Cash flow movements 2004
£m £m £m £m £m
Cash (6.6) 0.4 2.3 – (3.9)
Cash collateral balances (3.7) 0.3 (2.6) – (6.0)
Overdrafts 4.8 – (1.5) – 3.3
(5.5) 0.7 (1.8) – (6.6)
Debt due after one year 564.5 (36.7) (63.1) 0.8 465.5
Debt due within one year 5.8 (3.7) 13.5 – 15.6
Total net debt 564.8 (39.7) (51.4) 0.8 474.5
Non-cash movements relate to accrued interest on the 5.25% unsecured convertible loan note, due 2008. The combined total of cash and
cash collateral balances (which are restricted cash held to secure letters of credit) of £9.9m (2003 – £10.3m) is classified in the balance sheet
as cash at bank and in hand.
d) Acquisitions and disposals
2004 2003
£m £m
Deferred consideration paid on prior year acquisitions (0.1) (0.8)
Net proceeds from sale of non-core businesses 15.3 –
15.2 (0.8)
e) Drawdown/redemption of loans
2004 2003
£m £m
Drawdown of loans
Second priority senior secured notes due 2014 (net of costs) 115.6 –
Bank loans – 11.9
115.6 11.9
Redemption of loans
Bank loans (156.6) (65.7)
Other loan notes – (0.1)
(156.6) (65.8)
Total net redemption in the year (41.0) (53.9)
f) Exceptional items
Exceptional costs paid in the year comprise £11.1m classified under operating activities relating to advisory, accounting and legal costs
incurred in connection with the Group’s debt facilities and a further £7.1m classified under servicing of finance relating to amounts paid 
to providers of finance. 62 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Notes to the financial statements
25 Contingent liabilities
The Group is subject to periodic legal claims in the ordinary course of its business. However, the claims outstanding at 30 April 2004 are not
expected to have a significant impact on the Group’s financial position. 
The Company has guaranteed the borrowings of its subsidiary undertakings under the Group’s senior secured credit and overdraft facilities.
At 30 April 2004 the amount borrowed under these facilities was £225.9m (30 April 2003 – £417.9m). The Company is also guarantor to 
a letter of credit facility provided to Sunbelt. At 30 April 2004, letters of credit issued by the provider under these arrangements totalled
£11.6m (US$20.6m), of which £6.0m (US$10.6m) was collateralised by cash deposited by Sunbelt with the provider of this facility.
Additionally the Company has guaranteed the 12% second priority senior secured notes with a par value of £120m issued by Ashtead
Holdings plc.
The Company has also guaranteed operating lease commitments of subsidiary undertakings where the minimum lease commitment at 
30 April 2004 totalled £63.7m (2003 – £77.1m) in respect of land and buildings and £13.8m (2003 – £23.0m) in respect of other operating
lease rentals of which £5.2m and £5.5m respectively is payable by subsidiary undertakings in the year ending 30 April 2005.
The Company has guaranteed the performance by subsidiaries of certain other obligations up to £1.4m (2003 – £1.6m).
26 Capital commitments
At 30 April 2004 capital commitments in respect of purchases of rental equipment totalled £22.4m (2003 – £2.2m), all of which had been
ordered. There were no other material capital commitments at the year-end.
27 Related party transactions
During the year Sunbelt incurred £10,959 for the purchase of artwork, equipment decals and business cards from Images Unlimited, a
company controlled by the wife of Mr Dressel, a former director of the Company. The amount due to Images Unlimited at the end of the
year was £nil.
28 Employees
The average number of employees during the year was as follows:
2004 2003
North America 3,763 3,878
United Kingdom 2,187 2,500
Rest of World 10 9
5,960 6,387 63 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Our locations
Sunbelt
Alabama
Alabama Pump & Power
Birmingham
Birmingham Scaffolding
Pelham
Allegheny
Ashland
Charleston 
Charlottesville
Roanoke
Winchester
Capital
Frederick
Fredericksburg
Gaithersburg
Manassas
McLean
Northern Pile Driving
Springfield
Sterling
Central
Charlotte
Charlotte AWP
Charlotte Pump & Power
Charlotte Scaffolding
Concord
Gastonia
Hickory
Indian Trail
Mooresville
Pineville
Rock Hill
Central Florida
East Orlando
Lake Fairview
Mid City Orlando
Orlando
Orlando AWP
Orlando Pump & Power
Orlando Scaffolding
Orlando Traffic Safety
Sanford
Titusville
Winter Garden
Coastal Atlantic
Charleston
Charleston Scaffolding
Coastal Pump & Power
Hilton Head
Little River
Mobile Industrial Resources
Myrtle Beach
Savannah
Summerville
Wilmington
Wilmington Industrial
Resources
Wilmington Scaffolding
Delaware Valley
Pennsauken
Philadelphia
Southampton
South Jersey Pump & Power
Swedesboro
Florida Gulf
Fort Myers
Fort Myers Mast Climbers
Fort Myers Scaffolding
Oldsmar
Tampa
Tampa AWP
Tampa Pump & Power
Tampa Scaffolding
Inland Mountain
Boise
Las Vegas
Tempe
West Valley
Mid Altantic
Durham
Fayetteville 
Greensboro
Raleigh
Raleigh AWP
Raleigh Pump & Power
Wake Forest
Winston Salem
Winterville
North Florida
Brunswick
Jacksonville
Jacksonville AWP
Jacksonville Pump & Power
Jacksonville Scaffolding
Orange Park
West Jacksonville
North Georgia
Atlanta AWP
Atlanta Pump & Power
Atlanta Scaffolding
Covington
Douglasville
Duluth
Kennesaw
Lake Lanier
Macon
Mid Town Atlanta
Riverdale
North Texas
Arlington
Austin
Dallas
Kyle
Northern
Baltimore
Finksburg
Hunt Valley
Laurel
Maryland Pump & Power
Parkville
Vancouver
Waldorf
Washington
Washington Access
Northern California
Belmont
Belmont Scaffolding
Concord Scaffolding
Fresno
Sacramento
Sacramento Scaffolding
Ohio Valley
Cincinnati
Clarksville
Columbus
Dayton
Florence
Lexington
Louisville
Louisville Scaffolding
Reynoldsburg
Oregon
Albany
Eugene
Eugene Scaffolding
Gresham
Hillsboro
Longview Scaffolding
Portland
Portland Scaffolding
Salem
Salem Scaffolding
South Florida 
Fort Lauderdale
Pembroke Pines
South Florida AWP
South Florida Scaffolding
West Palm Beach
West Palm Beach Pump 
& Power
Southern Virginia
Chesapeake
East Richmond
Hampton Roads Scaffolding
Newport News
Richmond
Richmond AWP
Richmond Scaffolding
Virginia Beach
Virginia Beach Pump 
& Power
West Creek
South Texas
Beaumont
Houston Scaffolding
Houston AWP
Houston General Tool
San Antonio
South Central
Evansville
Granite City
Indianapolis
Kokomo
Layfayette
St Louis 
Southern California
Fontana
La Mirada
Los Angeles
Tennessee
Clarksville 
Decatur
La Vergne
Nashville
Nashville Pump & Power
Nashville Scaffolding
Rivergate
Upstate South Carolina
Augusta
Cayce
Columbia
Florence
Greenville
Spartanburg
Washington
Kent AWP
Kent Scaffolding
Lakewood
Lynwood
Pasco
Pasco Scaffolding
Redmond
Seattle Pump & Power
Tacoma
Tacoma Industrial Resources
Tacoma Scaffolding
Woodinville
Western Central
Bloomington
Chicago
Chicago Pump & Power
Decatur
Des Moines
East Peoria
Joliet
Lansing
Moline
South Bend
Toledo 64 Ashtead Group plc Annual report and accounts for the year ended 30 April 2004
Our locations
A-Plant
Midlands Plant
Boston
Chesterfield 
Coventry
Derby Ascot
Leicester
Lincoln
Milton Keynes
Northampton
Nottingham
Nottingham Central
Oldbury
Sleaford
Stoke
Telford
Walsall Wood
North Plant
Astley
Barrow
Bradford 
Carlisle
Deeside
Hull
Immingham
Kendal
Leeds
Leeds Central
Liverpool
Newcastle
Reddish
Rotherham 
Sheffield
Teeside 
Whitehaven
York
South East & 
London Plant
Barking 
Battersea 
Cambridge
Canterbury
Colchester
Ford
Ipswich
Leatherhead
Letchworth
Long Stratton
Maidstone
Medway
Southampton
Scotland Plant
Aberdeen 
Ayr
Cumbernauld
Dundee
Earlston
Edinburgh
Falkirk
Glasgow
Inverness
Kilmarnock
South West & Home
Counties Plant
Aylesbury
Barnstaple
Bodmin
Bridgend
Bridgwater
Bristol
Cardiff
Exeter
Heathrow
Milford Haven
Plymouth
Staines
Swansea
Swindon
Thatcham
Watford
Weymouth
East Anglia Tool
Basildon 
Hemel Hempstead
Ipswich
Lowestoft
Luton
Northampton
Norwich
East Midlands Tool
Burton 
Chesterfield North
Derby North
Derby South
Doncaster
Grantham
Heanor
Kesteven
Leicester City
Lincoln
Newark
Nottingham East
Nottingham West
Scunthorpe
Sheffield
Lifting & Safety
Midlands Lifting & Safety
London/South East Tool
Arundel
Battersea 
Bow 
Fareham
Gatwick
Heathrow
Lancing
Leatherhead 
Maidstone
Romford
Southwark
Staples Corner
Midlands/South West
Tool
Birmingham 
Bristol St Phillips
Cardiff
Coventry 
Erdington
Newport
Nuneaton
Redditch
Stoke
Telford
Wolverhampton 
North & Scotland Tool
Edinburgh
Egremont
Gateshead
Glasgow
Hartlepool
Sunderland
Teeside 
Tyneside
North Central Tool
Blackpool
Ellesmere Port
Hull 
Leeds
Leeds City
Liverpool North
Liverpool City
Manchester 
Oldham 
Salford
Warrington
Wetherby
Powered Access
Aberdeen
Avonmouth
Birmingham
Brentwood
Bridgend
Height Safety Training
Kendal
Leeds
Manchester 
Northampton
Nottingham
Southampton
Stockton
Accommodation
Basildon
Bedford
Bridgend
Coventry
Exeter
Kilmarnock
Leeds
Lincoln
Maidstone
Manchester
Modular accommodation
Nottingham
Southampton
Acrow
Aberdeen
Cardiff
Chesterfield
Colnbrook
Edinburgh
Glasgow
Leeds
Liverpool
Manchester
Newcastle
Norwich 
Romford 
Tavistock
Walsall 
Groundcare
Abergavenny
Irvine
Manchester 
Storrington
Pumps
Falkirk
Leeds
Loughborough
Preston
Romsey
Tottenham
Power Generation &
Rentarc
Aberdeen
Barton on Humber
Birkenhead
Carlisle
Derby
Eastleigh
East London
London Powergen
Lowestoft
Manchester
Newmains
Newport
Salford
Stockton
Walsall 
Rail
Avonmouth
Derby
Manchester
Norwich
Romford
Perth
West London
Traffic
Astley
Bradford
Colnbrook
Glasgow
Loughborough
Milton Keynes
Perth
Romford
Teesside
Ashtead
Technology
Rentals
UK
Aberdeen
Hitchin
USA
Hayward, California
Houston, Texas
Irvine, California
Rochester, New York
Pasadena, Texas
Canada
Mississauga, Ontario
Singapore
Singapore Ten year history
Year ended 30 April
2004 2003 2002 2001 2000 1999 1998 1997 1996 1995
In £m
Turnover
+
500.3 539.5 583.7 552.0 302.4 256.0 202.5 147.6 95.9 67.3
Operating costs
+•
353.3 389.4 398.6 345.3 181.4 146.4 113.3 85.2 53.7 40.0
EBITDA
+•
147.0 150.1 185.1 206.7 121.0 109.6 89.2 62.4 42.2 27.3
Depreciation
+•
102.8 111.0 117.8 117.6 66.8 63.3 48.5 33.2 21.2 13.4
Operating profit
+•
44.2 39.1 67.3 89.1 54.2 46.3 40.7 29.2 21.0 13.9
Interest
+•
36.6 40.9 49.1 50.7 10.9 7.7 5.0 1.8 1.2 0.3
Pre-tax profit/(loss)
+•
7.6 (1.8) 18.2 38.4 43.3 38.6 35.7 27.4 19.8 13.6
Operating profit
•
16.2 0.6 72.5 68.2 57.1 46.3 40.7 29.2 19.5 13.9
Pre-tax (loss)/profit
•
(33.1) (42.2) (15.5) 11.1 46.2 38.6 35.7 27.4 18.3 13.6
Net cash flow from 
operating activities 126.7 210.3 202.0 173.0 111.4 93.3 77.6 56.5 33.1 26.1
Capital expenditure
•
72.3 85.5 113.8 237.7 158.2 150.5 153.4 98.9 61.0 38.9
Book cost of 
rental equipment
•
813.9 945.8 971.9 962.8 629.5 527.9 394.1 245.6 172.2 102.6
Shareholders’ funds
•
131.8 159.4 192.9 202.1 236.8 207.5 151.3 119.9 107.7 48.8
In pence
Dividends per share Nil Nil 3.50p 3.50p 3.16p 2.70p 2.30p 1.825p 1.52p 1.17p
In percent
EBITDA margin
+•
29.4% 27.8% 31.7% 37.4% 40.0% 42.8% 44.0% 42.3% 44.0% 40.6%
Operating profit margin
+•
8.8% 7.2% 11.5% 16.1% 17.9% 18.1% 20.1% 19.8% 21.9% 20.7%
Pre-tax profit/(loss) margin
+•
1.5% (0.3%) 3.1% 7.0% 14.3% 16.7% 17.6% 18.6% 20.6% 20.2%
People
Employees at year end 5,833 6,078 6,545 6,043 3,930 3,735 3,174 2,268 1,968 1,250
Locations
Profit Centres at year end 428 449 463 443 352 341 275 181 164 107
+Before exceptional items and goodwill amortisation. EBITDA, operating profit and pre-tax profit/(loss) are stated before exceptional items but have been adjusted to allocate the
impact of the US accounting issues and the change in self insurance estimation method reported in 2003 to 2002 and 2001 and to reflect the BET USA lease adjustment reported
in 2002 in 2001. The directors believe these adjustments improve comparability between periods.
• The results for the years up to 30 April 2000 were restated in 2000/1 to reflect the adoption of new accounting policies and estimation techniques under FRS 18 in that year. 
Ashtead Group plc
Amongst the world’s leading equipment
outsourcers, today, Ashtead has over 
425 branches principally in the US and 
the UK, offering customers a wide range 
of equipment. Its diversified customer 
base includes construction, industrial 
and homeowner customers as well as
government entities and specialist contractors.
01 Highlights
02 The Group at a glance
04 Chairman’s report
05 Chief Executive’s review
08 Directors
10 Advisers
11 Directors’ report
13 Corporate governance report
16 Directors’ remuneration report
22 Operating and financial review
36 Independent auditors’ report to 
the members of Ashtead Group plc
37 Consolidated profit and loss account
37 Consolidated statement of total 
recognised gains & losses
37 Summary of movements in shareholders’ funds
38 Consolidated balance sheet
39 Consolidated cash flow statement
40 Company balance sheet
41 Notes to the financial statements
63 Our locations
ibc Ten year history
“The Group has made significant progress in the past
year. Financial stability has been achieved through the
extension of our banking facilities to September 2007 
and the issue of our ten year bond. Sunbelt, our US
business, achieved divisional operating profit growth in
dollars of over 40% and continued to take market share
in improving trading conditions. Following the completion
of its refocusing programme in January 2004, we have
seen encouraging signs of an improvement in the trading
performance of A-Plant, our UK business. We are looking
to build on this momentum in the coming year.”  
George Burnett,Chief Executive Ashtead Group plc
Annual report and accounts
for the year ended 30 April 2004
Ashtead Group plc Annual report and accounts 2004
Ashtead Group plc
King’s Court
41-51 Kingston Road
Leatherhead
Surrey KT22 7AP
Tel: +44 (0) 1372 362300
www.ashtead-group.com