Senior plc
59/61 High Street
Rickmansworth
Hertfordshire
WD3 1RH
United Kingdom 
Tel +44 (0)1923 775547
Fax +44 (0)1923 896027
www.seniorplc.com
Senior plc Annual Report & Accounts 2002
Senior plc Annual Report & Accounts 2002 £164.6 million
 71% North America
 7% UK 
 20% Rest of Europe
 2% Rest of World
£148.4 million
 54% North America
 7% UK 
 30% Rest of Europe
 9% Rest of World
£86.1 million
 43% North America
 35% UK 
 13% Rest of Europe
 9% Rest of World
Senior is an international engineering group with annual sales of around £400m 
and with operations in 12 countries. 
Senior designs, manufactures and markets high technology components and systems 
for the principal original equipment producers in the worldwide aerospace, automotive 
and specialised industrial markets. 
Senior’s policy is to enhance shareholder value by improving operating performance 
and customer service levels and by developing its market positions in the aerospace 
and automotive industries.
Senior plc Designed by Sheppard Day
Aerospace
• 41% of Group turnover
• 10 operations
• Engine structures and mountings,
Fluid control systems,
Metallic high-pressure ducting, 
Composite low-pressure ducting
Automotive
• 37% of Group turnover
• 8 operations
• Flexible exhaust connectors,
Engine emission pipework,
Diesel fuel systems,
Air conditioning/turbo charger
pipework
Specialised Industrial
• 22% of Group turnover
• 8 operations
• Metallic and fabric expansion joints,
Flexible metallic hoses,
Composite hoses,
Ventilation ducting
Geographical Turnover
*
Geographical Turnover
*
*Continuing businesses by destination
Geographical Turnover
*
Corporate Proﬁle Employees
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1 Andrew Zaloga is inspecting a GE Outer Guide Vane Assembly at Senior Aerospace Ketema
2 Dorian Shillingford and the management team in Canada
3 Some of the Pathway team with a typical expansion joint product
4 The team in the development test laboratory at Senior Automotive Bartlett
5 The engineering team in Senior Automotive Crumlin supports the operations in the UK, South Africa and Brazil
6 Jennifer Hannah-Fox and Bob Zubaty working at Senior Aerospace Jet Products
7 Members of the Ford production team in Senior Automotive Bartlett
8 Walter Pike with 40 years’ service with Arnaud Amay and Raul Sanchez at Senior Aerospace SSP
9 Perfect attendance award for Jerome Veldsman in Senior Automotive Cape Town
10 The head ofﬁce team at Rickmansworth in the UK Annual Report & Accounts 2002 1
Financial Highlights
Year ended 31 December 2002 2001
Turnover from continuing operations £398.7m £444.3m
Operating proﬁt from continuing operations
– before exceptional items and goodwill amortisation £24.7m £34.0m
– after exceptional items and goodwill amortisation £17.6m £21.0m
Proﬁt before taxation £7.0m £9.5m
Free cash ﬂow £25.2m £28.6m
Net borrowings £87.4m £122.7m
Underlying earnings per share 4.47p 5.51p
Dividend per share 2.00p 2.00p
Despite difﬁcult trading conditions, the Group delivered a resilient performance during 2002
and again substantially reduced debt. 
We expect 2003 to be another challenging year with manufacturing recession and political
uncertainty continuing. 
Nevertheless, Senior is operationally in much better condition to deal with this period of
uncertainty and the lower debt level allows the Group to look forward to the future with
renewed conﬁdence.
Contents
Financial Highlights 1
Chairman’s Statement 2
Chief Executive’s Review 4
Finance Director’s Review 8
Board of Directors 10
Ofﬁcers and Advisers 10
Report of the Directors 11
– Remuneration 13
– Ethical, Social, Health, Safety and Environmental Policy 17
– Corporate Governance 19
Independent Auditors’ Report to the Members of Senior plc 21
Group Proﬁt and Loss Account 22
Balance Sheets 23
Group Statement of Total Recognised Gains and Losses 23
Group Cash Flow Statement 24
Notes to the Accounts 25
Five Year Summary 46
Principal Group Undertakings 47
Additional Shareholder Information 48
2003 Financial Calendar 48 2 Senior plc
Chairman’s Statement
During the course of 2002, the Group faced
frequent changes to customer requirements,
particularly in the civil aerospace market
where the industry adjusted demand levels
downwards throughout the year. This was 
in addition to the recessionary environment
experienced in most parts of our business.
Nevertheless, the Group continued to
implement improvements in the operational
aspects of the business and emerged in
better managerial order at the end of the
year. In addition, and very importantly, 
the Group net debt was reduced from £122.7m
at the beginning of 2002 to £87.4m at the
end – a 29% drop in a difﬁcult trading year
and firm evidence of the quality of the
underlying businesses and the improving
ﬁnancial position of the Group.
Financial Headlines
Group turnover from continuing operations fell 10.3% in the 
year to £398.7m and operating proﬁt from continuing operations
before goodwill amortisation and exceptional items declined 
from £34.0m to £24.7m. Group profit before tax declined from
£9.5m to £7.0m resulting in underlying earnings per share of 
4.47p (2001 – 5.51p).
Operations
Aerospace sales dropped by 16.4% in 2002 to £164.6m (2001 – £196.8m),
as the full year impact of reduced demand from the civil market was
seen. This was mitigated to some extent by improved demand from
the military and defence sectors. Operating proﬁts before goodwill
amortisation and exceptional items, which had dropped sharply 
in the first half, recovered a little in the second half to end the 
year at £8.4m (2001 – £18.0m).
Sales in the Automotive Division declined by 7.2% to £148.4m 
(2001 – £160.0m). This was primarily due to some of our product
programmes in North America coming to an end. Operating proﬁts before
goodwill amortisation and exceptional items were £12.7m (2001 – £12.8m) 
with an operating margin, on this basis, of 8.6% (2001 – 8.0%).
The Specialised Industrial Division recorded sales of £86.1m 
(2001 – £88.5m). The operating margin, before goodwill amortisation
and exceptional items, improved from 3.6% to 4.2% with the
associated operating proﬁts ahead by 12.5% to £3.6m.
These results are stated before £1.3m (2001 – £2.9m) of costs incurred
on reorganisation programmes to deal with the adverse market conditions.
During the year the Group disposed of its four European expansion
joint operations with the proceeds contributing to the debt reduction.
Dividend
In 2001, dividend levels were amended to bring the dividend cover
back to a more appropriate level for the business. In line with this
policy the Board is recommending a final dividend of 1.35p per 
share in respect of 2002, bringing the total dividend for the year 
to 2.00p per share (2001 – 2.00p).
Employees and the Board
During the year, Mike Sheppard joined the Board, having worked as
an executive within Senior for a number of years. Mike is the Chief
Executive of the Automotive Division and the North American Industrial
operations. He is a US citizen and works out of Chicago. Having been
elected by the Board during the year he will stand for re-election 
by the shareholders at the forthcoming Annual General Meeting.
Richard Turner, who has been a non-executive Director of Senior 
since 1996, has agreed to a further two year term until July 2004 
and offers himself for re-election by the shareholders at the Annual
General Meeting. During 2002, Richard was awarded the CMG in the
Queen’s Birthday Honours List and the Group congratulates him upon
his award. In addition, John Hudson, who retired from the Board 
in 2001 after nine years as a non-executive Director, was awarded 
the OBE and we send our congratulations to him.
During 2002 employee numbers were reduced to bring capacity in
line with demand and many operational changes and improvements
were implemented. In this tough and uncertain period, and throughout
all the necessary changes, there has been unstinting enthusiasm 
and support from our employees, for which we thank them. Annual Report & Accounts 2002 3
Outlook
It is hoped that the rescheduling of aerospace orders was largely
completed in 2002. 2003 has started with a more settled outlook,
albeit at this lower level of demand, but at levels that have been
planned for by the operations. Barring further market deterioration, 
we expect some modest recovery in our aerospace performance,
helped by new programmes starting volume production and the
benefits of operational improvements coming through.
Senior Automotive will be impacted by two programme conclusions 
in 2003 and automotive production volumes in North America and
Europe are softening. We remain cautious on the outlook. In Specialised
Industrial, trading conditions in North America are reasonable although
those in Europe are generally more difﬁcult.
We expect 2003 to be another challenging year with manufacturing
recession and political uncertainty continuing. Nevertheless, Senior 
is operationally in much better condition to deal with this period 
of uncertainty and the lower debt level allows the Group to look
forward to the future with renewed confidence.
James Kerr-Muir Chairman
Turnover £m*
Operating Margin %*
Underlying Earnings Per Share pence
Dividends Per Share pence
* Continuing businesses before
impairment and amortisation 
of goodwill
Gross Capital Expenditure £m
Net Debt £m
Free Cash Flow £m 4 Senior plc
During another difficult year with most 
of our markets remaining very challenging,
the Group has reduced its debt and
continued to work on operational
improvements in all respects.
The improvement strategy, adopted in 2000 and pursued during 2001,
continued unabated during 2002. We worked on improving operational
performance in all respects and irrespective of the generally lower level
of customer demand. We kept our central costs low and delivered lower
costs and reduced working capital in the subsidiaries. We continued
to effect disposals amongst the European industrial businesses and most
importantly, we again reduced the Group net debt which ended the year
at £87.4m, a reduction of 29% in the year and a reduction of nearly
50% from when the debt reduction programme started in May 2000.
Gross capital expenditure in the year was reduced to 74% of
depreciation. However, necessary and justifiable investment was
maintained. Indeed, two new factories were opened in the year to
relocate Senior Aerospace BWT and Senior Aerospace Ermeto into
modern efﬁcient factories.
During the course of the year, manufacturing recessionary inﬂuences
became more obvious in most of the developed, industrialised world.
Economic conditions in Germany were particularly weak throughout
2002 with those in the rest of continental Europe and the USA
weakening during the period. Canada and, to a lesser extent, 
the UK were relatively buoyant.
The global airline industry continued to react adversely to the
economic slowdown and the threat of international terrorism. 
Whilst there was some recovery in traffic volumes during 2002, 
airline profitability, particularly in the USA, remains very poor. 
As a consequence, the major suppliers to the airlines – the aircraft 
and engine builders who are our customers – continued to adjust 
their production schedules downwards throughout 2002. Hopefully
2003 will see more settled levels of demand.
Senior Automotive encountered mixed market conditions. In Europe,
the overall demand for vehicles fell by about 3% but the proportion
of diesel engine vehicles continued to climb. In the USA, demand
remained higher than we had originally expected primarily because 
of dealer incentives and cheap financing. As a result vehicle sales
remained at healthy levels (16.8m cars and light trucks) and, importantly,
dealer stocks of vehicles were at the same level in December 2002 
as they were in December 2001 – 59 days. Destocking in 2003 should
not, therefore, be a signiﬁcant issue although demand levels are
expected to show declines over 2002.
In the industrial markets in which we participate, UK construction
was satisfactory, semi-conductor equipment continued to be
severely depressed, oil and gas was slightly better than expected,
power generation started well but ﬁnished weaker and process plant
(e.g. chemicals and steel) remained tough.
Prospects
We enter 2003 with many business opportunities. In aerospace, the
joint strike ﬁghter programme (JSF) at Lockheed Martin is gathering
momentum with many of our operations being involved, as they are
with the new large Airbus A380. In automotive, volume increases
are being seen in our South Africa facility and, in the longer term,
diesel engine performance is beginning to attract more interest 
in the USA, the common rail system having transformed the diesel
engine’s fortunes in Europe. 
Throughout the operations, we continue to seek operational performance
and management improvements in all areas – lean production, more
effective design and rigorous ﬁnancial routines. Whilst we plan to
continue our existing policies and strategies throughout 2003, now
the debt level is much lower, we can look forward to being able to
review these in the medium term in order to take better advantage 
of the economic upturn when it comes.
Our employees have made valuable contributions during another period
of challenge and change and, as an acknowledgement of the part 
they have played, the Annual Report features a small selection of the
men and women of our organisation, in addition to the hardware
traditionally highlighted.
Chief Executive’s Review Annual Report & Accounts 2002 5
Aerospace
Senior Aerospace had to adjust capacity
almost monthly throughout 2002 as the
industry reduced demand. We squeezed 
out cost and working capital and ended 
the year with an improving performance. 
Demand continued to slow during the year and all operations
experienced rescheduling by customers resulting, almost without
exception,in lower volumes. Consequently, many capacity 
adjustments needed to be made. The operations responded 
well to these circumstances.
Metal Bellows, which specialises in edge-welded bellows applications,
primarily for inﬁnite-life low-maintenance pumps, accumulators and
reservoirs, performed exceptionally well despite the semi-conductor
industry failing to recover. They were helped by an increase in
defence and military spending. During the year, medical application
volumes increased, installation of a new business computer system
began and design engineering proposals were made for substantial
work on JSF. 
In San Diego, California, Senior Aerospace has two machine shops
making structural parts for civil and military jet engines as well as
the engine mountings into the nacelles on the aeroplanes. At Ketema,
the two main customers both adjusted schedules downwards and the
company suffered considerable disruption as a result. By the last quarter
of the year, however, a degree of stability had returned. At Jet Products,
volumes came down signiﬁcantly, primarily as a result of the Boeing
737 build-rate being halved. As a result of the need to reduce capacity,
its small feeder factory was closed and the operations moved into 
the main facility. Towards the end of the year, the managements 
of Ketema and Jet Products were amalgamated, not only as a cost
reduction measure, but also to instil the very highest standards of
manufacturing excellence necessary to profitably meet the demands
of this sector of the market. These two operations enter 2003 in 
good operational shape and with demand slightly ahead of plan.
In France, Ermeto moved out of ﬁve old buildings into one new modern
facility. The prospects for the company continue to be encouraging
and it was one of the few operations to grow its sales during the
year. At Calorstat, an unsatisfactory loss in 2001 was replaced by 
a breakeven trading result in 2002 as a result of the cost reduction
measures taken. 2003 has an improved outlook as new business from
Airbus is in production.
Bosman, in Holland, had an eventful year with the rebuilding of the
main assembly hall (following the roof collapse in 2001), reductions
in customer schedules and a major reduction in its airline repair
business. To counter this the company successfully developed
aftermarket business for the industrial gas turbine sector. The company
ended the year with an encouraging order book for 2003.
Senior Aerospace has two composite ducting businesses, BWT in the
UK and Composites in the USA. BWT suffered a substantial schedule
downturn from its main customer, Bombardier, which coincided with
BWT moving into a new facility. Together with Composites, BWT is
working on the design and development of the cockpit ducting system
for the A380, the costs of which are being expensed as incurred. It is
expected that this work will be ﬁnished early in 2003. As a result of
the relationship on this programme, additional work with Airbus may
be secured. Composites had a solid order book throughout 2002 and
despite a small reduction in sales over 2001, increased its profit. 
The key to this was a full year deployment of lean manufacturing
techniques. However, their biggest customer, Cessna, recently 
reduced its schedules for 2003.
At Bird Bellows, in the UK, a modest reduction in sales for the year
was accompanied by a similarly modest reduction in profitability. 
This company is the sole supplier to Airbus for the flexible wing 
duct joints and has been nominated for the A380 programme.
At SSP, in Los Angeles, schedules strengthened helped by the ramp
up of the Rolls-Royce Trent 500 programme and the higher levels 
of spending on military programmes by the US Government. The
financial performance of the company improved and is expected to
improve further in 2003. This company is an industry leader in high
temperature ducting system design. Modernisation of the existing
leasehold facility is anticipated to begin during 2003.
Throughout Senior Aerospace, improvements in on-time delivery and
inventory turns have been delivered as a result of the strategy to
improve operational effectiveness. Further improvements are expected.
Capital expenditure for the Division is likely to be signiﬁcantly less
than depreciation in 2003 because, with the industry in the doldrums,
the Division needs little additional capacity. However, few programmes
in the industry have been cancelled and the sales and engineering
staff have remained busy. The principal exception to this was Fairchild
Dornier’s receivership, when the FD728 development was halted and
we had to write off £0.3m. Due to our continued engineering activity
we do not expect to lose market share whilst the industry awaits an
upturn. Instead, we expect to win additional future programmes to allow
us to grow again when conﬁdence returns to the aerospace industry.
1 Graham Menzies with Sylvio Deveau,
Dino Pettiford and Peter Fontecchio
who have all completed 40 years’
service with Senior Aerospace
Metal Bellows.
2 John Williams and Tony Shannon
at Senior Aerospace Jet Products.
3 The management team of Senior
Aerospace Ermeto outside their
new factory.
4 Greg Frye presents Cessna’s
recognition award to Wade Bailey
at Senior Aerospace Composites.
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4 6 Senior plc
Automotive
1 Jizelle Lawrence pictured at 
Senior Automotive Cape Town.
2 John Schmitz, Gary Castello and
Julian Hernandez are members 
of the design team at Senior
Automotive Bartlett.
3 The management team at Senior
Automotive New Delhi.
4 Some of the team at Senior
Automotive Kassel.
Senior Automotive has continued throughout
2002 to work on product development 
both in the USA and in Europe, particularly 
in diesel engine applications where use
worldwide continues to grow. 
Senior Automotive operates in two main markets – North America and
Europe. Demand in the USA was slightly higher than expected during
2002 and continued to defy the slowing economy throughout the year.
Incentives offered by the vehicle manufacturers substantially helped
to maintain demand and 2002 ended with modest stocks. In Europe,
2002 saw a 3% fall in overall demand and 2003 is anticipated 
to be flat at best. Overall we are cautious about economic 
conditions for 2003.
Helped by better than expected demand, Senior Automotive Bartlett,
located near Chicago, had a good year with proﬁt and cash ﬂow ahead
of plan. Development work on a number of new products continued
with a variety of customers. In particular, prototype work has begun
on components for common rail diesel engines for vehicles destined
for the North American market. This signiﬁcant development could
lead to substantial new business in the future. However, the ﬂexible
exhaust connectors for one programme that only commenced shipment
in early 2002 has now been removed from the vehicles. This will
make the operation’s performance difficult to repeat in 2003. 
At Senior Automotive Blois, in France, performance improved in 2002
over 2001 but not yet to a satisfactory level. Management strengthening
and ongoing product rationalisation should enable the business to
make further progress in 2003. The demand for common rail diesel
engine fuel system components is strong and development work on
complete systems continues. We have a technical leadership inherent
in this operation which is not yet reﬂected in its performance.
2002 was the ﬁrst full year of production at the new greenﬁeld site
in Olomouc in the Czech Republic. Disappointingly, the plant did not
come into proﬁt as planned in 2002 but it should do in 2003 when
further products are transferred from Blois and a new third party
programme launches mid-way through the year.
Senior Automotive Kassel traded in very weak markets – all current
production goes to the industrial sector, primarily the German
chemical and solar heating industries – and the operations recorded
an unsatisfactory result. Cost reduction measures are being taken.
Progress is being made, however, in developing German automotive
component business for the future with several promising development
programmes underway for heavy truck and fuel control applications,
using the Group’s hose and bellows technologies.
In Brazil, at Senior Automotive Sao Paulo, 2002 turned out to be 
a better year than 2001, thanks to the cost reduction measures 
taken in 2001 and a more stable economy. The second half of 2002
was particularly strong as a result of some large industrial projects
being completed, shipped and invoiced.
Senior Automotive New Delhi made good progress in 2002 and
produced another strong performance. The company has continued 
to win new work for the Indian car assembly market whilst
maintaining its supply of aftermarket components to Asia, 
Europe and the USA.
At Senior Automotive Crumlin, 2002 was the second year of change
with the product mix moving away from exhaust ﬂexible connectors
and more towards exhaust gas control mechanisms. Like Bartlett, 
new product development is a priority.
In South Africa, Senior Automotive Cape Town grew its sales by 48%
as a result of the new product lines introduced in 2001 and 2002.
Proﬁtability also increased but was hampered by temporary local raw
material supply problems. Fortunately not all products specify locally
sourced stainless steel. In 2003 it is planned that a new and much
larger factory will be commissioned, close to the existing facility, 
to cope with substantial new business, particularly from Peugeot. 
We expect to invest around £1.5m in this business during 2003.
Whilst the automotive industry continues to build a similar number of
vehicles, the desire of the car assemblers for lower costs is relentless.
Excellent on-time delivery and quality standards are the norm with
technical expertise and price the differentiators. Senior Automotive,
with its experienced engineering resource, dedication to process and
product development and its access to lower cost manufacturing
sites in South Africa, India, the Czech Republic and Brazil, is well
placed to face these challenges.
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4 Annual Report & Accounts 2002 7
Specialised Industrial
Specialised Industrial improved its profit
and cash ﬂow in markets that were generally
unrewarding. Pathway, Canada and Hargreaves
contributed well.
Market conditions were mixed in this sector of our business. Europe
was quite weak, particularly in Germany, whilst Canada enjoyed strong
conditions. In the USA markets weakened as the year progressed.
The business in Canada had a strong year under new leadership and
sales, proﬁt and cash ﬂow all improved during 2002. The decision was
taken to close a small service factory to further improve performance.
The oil and gas markets were healthy and the Canadian steel mills, 
an important market sector, operated in better market conditions than
were enjoyed by steel companies in most other parts of the world.
The hose business in Romeoville, Illinois, improved its performance
but remained a modest contributor as the semi-conductor market
failed to recover.
Pathway, with operations in New Braunfels, Texas, and Oakridge,
Tennessee, had another good year despite the downturn in the US
power generation original equipment market. The company is the
world leader in the design and manufacture of large expansion joints
for process plant applications and has the physical capacity to build
the largest sizes speciﬁed. 2003 is likely to see slightly weaker markets. 
In Sweden, our Teﬂon hose business, Habia, generated a decent cash
ﬂow in subdued market conditions that led to lower sales and proﬁts.
Turnover of the three European metal hose operations, in the UK, Holland
and France, reduced a little in aggregate in subdued market conditions.
Prospects appear slightly better for 2003 primarily because of the 
re-equipping of the UK gas distribution infrastructure, a strengthening
position in the seagoing tanker discharge market for composite hose
in Holland and due to lower costs and a rising order book in France.
The four businesses that comprised our European expansion joint
operations, based in the UK, Denmark, Poland and the Czech Republic,
were sold during 2002. We wish everyone employed in these businesses
well for the future. 
At Senior Hargreaves, 2002 started with a good quality order book 
and finished with year on year improvement in sales, profits and 
cash ﬂow. This business is the UK market leader in the manufacture
and installation of air conditioning ducting. Looking forward the
commercial construction industry is slowing, whilst medium term
opportunities are returning in nuclear decommissioning, public
service and infrastructure projects.
Overall, the Division improved its quality of earnings during 2002.
Sales were down very marginally, but the return on sales (before
goodwill amortisation and exceptional items) increased from 3.6% 
to 4.2% with cash inﬂow well ahead of operating proﬁt and 12%
higher than in 2001. This represented a valuable contribution 
to the Group’s earnings and debt reduction strategy.
Graham Menzies Chief Executive
1 Andrew Bridgewater producing gas
meter connections at United Flexible.
2 Makram Ebeid is a machine design
engineer at Romeoville.
3 Ken May is a member of the
Pathway production team.
4 Brian Ward (46 years’ service),
William Bateson (39 years), 
Tony Burke (49 years) and 
Kevin White (31 years) 
at Senior Hargreaves.
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4 8 Senior plc
Financial Performance
In difﬁcult trading conditions, Group turnover from continuing
operations fell by 10.3% to £398.7m (2001 – £444.3m). Operating
profit on continuing operations after goodwill amortisation 
and exceptional items fell to £17.6m (2001 – £21.0m). Proﬁts 
on ordinary activities before tax were £7.0m (2001 – £9.5m).
The decline in Aerospace Divisional turnover (£27.3m on a constant
currency basis) was principally as a result of the ongoing slowdown
in the Civil Aerospace market, with the operations at Jet Products
(Boeing 737 production halved) and BWT (slowdown in the regional
jet market) seeing the largest percentage declines. New vehicle
production in North America held up well but, as anticipated, the
Group’s automotive turnover in North America fell as programmes
ended. Outside North America, automotive turnover rose slightly 
as growing diesel volumes and new programmes coming on stream
in Cape Town more than offset declines in new vehicle production in
continental Europe. Turnover in the Specialised Industrial Division,
before currency effects, was broadly unchanged. Adverse currency
movements accounted for £11.2m of the total £45.6m (10.3%)
reduction in Group turnover.
On a constant currency basis, operating proﬁts before exceptional
costs and goodwill amortisation were ahead of the prior year by
£0.5m (16%) in the Specialised Industrial Division and by £0.5m
(4%) in the Automotive Division. The latter result reflected the
achievement of signiﬁcant cost savings in North America following 
the merging of management at two operations in late 2001.
Underlying profitability in the Aerospace Division fell by 52%
(£9.1m). Adverse currency movements further reduced the 
Group result by £1.2m compared with 2001.
Exceptional Items and Goodwill Amortisation
Exceptional charges for the year comprised £1.3m of reorganisation
and redundancy costs (2001 – £2.9m). These arose across a number
of operations as employee numbers were reduced in line with demand
and a small aerospace satellite factory was closed. A review of the
carrying value of ﬁxed assets and goodwill across the Group resulted
in no impairment (2001 – £4.0m). The small reduction in the goodwill
amortisation charge to £5.8m (2001 – £6.1m) was exchange rate related.
Interest Charge
The net interest charge for the year of £6.6m was 33% lower than
the prior year (2001 – £9.8m) as a result of the signiﬁcant reduction
in the level of the Group’s borrowings and lower interest rates,
particularly in the USA. Most of the Group’s borrowings are in US$.
Interest cover, calculated on operating proﬁts before exceptional
items and goodwill amortisation, was 3.7 times (2001 – 3.5 times).
Taxation
The overall Group taxation charge of £3.1m comprised a £3.6m
charge relating to ordinary activities for the year, a net beneﬁt of
£0.1m relating to prior years and a net reduction in deferred tax
liabilities of £0.4m. The Group’s effective tax rate for 2002, measured
on proﬁt before amortisation and impairment of goodwill and before
losses on disposal, was 18.5% (2001 – 23.2%). A reconciliation 
of the rate for the year, between the UK corporate tax rate 
of 30% and the actual charge, is included in Note 7 to the 
financial statements. 
The Group had already adopted Financial Reporting Standard 19 –
“Deferred Tax” in its 2001 results.
Earnings and Dividends per Share
Underlying earnings per share (after exceptional costs but before
amortisation and impairment of goodwill and loss on disposal of
operations and fixed assets) was 4.47p (2001 – 5.51p). As noted 
in the Chairman’s Statement, a final dividend of 1.35p per share 
is proposed to be paid on 29 May 2003 to shareholders on the
register on 2 May 2003. Together with the interim dividend of 
0.65p, total dividends paid in respect of 2002 would then be 
2.00p (2001 – 2.00p).
Disposals
The Group sold its four European expansion joint businesses (located
in Denmark, Poland, the Czech Republic and the United Kingdom)
during September 2002 for a total consideration, net of costs, of
£3.8m. Of this £2.8m was received in the year. On turnover of £5.7m
the operations broke even at the proﬁt before interest and tax level
during the period prior to disposal. A loss of £3.5m resulted from the
disposal after taking into account the write-off of £1.4m of goodwill
held on the balance sheet. Full details are shown in Note 25 to the
ﬁnancial statements.
Cash Flow and Net Borrowings
Cash profits, combined with a continuing tight control of working
capital and capital expenditure, resulted in Free Cash Flow (operating
cash flow from operations after net capital expenditure, interest 
and tax) of £25.2m (2001 – £28.6m). After receiving net disposal
and acquisition proceeds of £2.2m and funding £2.5m in dividends
the cash generated was used to reduce the Group’s borrowings. The
majority of the Group’s borrowings are in US$, as a policy hedge
against the Group’s US$ assets, and the weakening US$ ($1.46:£ 
to $1.61:£ over the year) reduced the reported sterling borrowings 
by £10.4m. Overall, the Group’s net borrowings fell by £35.3m 
to £87.4m (2001 – £122.7m) during 2002.
Finance Director’s Review increases in earnings. This position has deteriorated significantly
since then as equity markets have fallen steeply. In total the Group
charged £2.7m (2001 – £1.5m) to its profit and loss account in
respect of its defined benefit schemes and £3.3m (2001 – £3.5m) 
in respect of its deﬁned contribution schemes. Total cash funding of
£1.6m (2001 – £1.4m) was made in respect of all the deﬁned beneﬁt
schemes. Whilst the next valuation of the UK plan is not until April
2004, the Group intends to increase its funding in 2003 such that
the total cash contributions in respect of all its defined benefit
schemes is anticipated to rise by around £1.6m, to £3.2m p.a.
Although not adopted, full disclosure in accordance with FRS17
(Retirement Benefits) is provided as required in Note 24 to the
financial statements. This shows that, at 31 December 2002, there
were total unprovided pension deﬁcits, net of deferred tax of £27.6m.
Despite nearly 50% of the UK plan’s assets being in bonds, which
performed well, this represents a deterioration of £22.4m in the year
as equity values fell sharply and the discount rate used to discount
pension liabilities reduced from 6.0% to 5.5%. Had the Group adopted
FRS17, then the 2002 charge to operating proﬁt would have been £1.9m.
Non Statutory Information
Throughout the commentary on the results a number of non statutory
ﬁnancial numbers are quoted. These include:
• Operating proﬁt before exceptional items and goodwill amortisation –
this is used to illustrate the ongoing, underlying trading performance
of the Group. Note 2 provides the information to reconcile this 
to operating proﬁt.
• Underlying earnings per share – this is used to highlight the total
performance of the Group prior to impact of goodwill amortisation
and the disposal of assets and discontinued operations. Note 9 provides
the information to reconcile this to basic earnings per share.
• Free cash ﬂow – this is used to illustrate the total net cash
generation by the Group prior to corporate activity such as
acquisitions, disposals and dividend payments. Its derivation 
is fully documented earlier in this report.
Authority to Purchase Own Shares
In order to provide the Group with greater future funding ﬂexibility,
the Board intends to put a resolution to the shareholders at the
forthcoming Annual General Meeting to give the Group the authority 
to purchase its own shares. Notwithstanding this resolution, the Board
has no current intention of exercising such authority.
Going Concern
After making enquiries, the Directors are of the opinion that the
Group has adequate financial resources to continue to operate for 
the foreseeable future. It is, therefore, appropriate for the accounts
to continue to be prepared on a going concern basis.
Mark Rollins Group Finance Director
Annual Report & Accounts 2002 9
Cash ﬂow 2002 2001
£m £m
Operating proﬁt 17.6 21.3
Depreciation 17.8 18.4
Net capital expenditure (including ﬁnance leases) (11.7) (15.6)
Goodwill amortisation and impairment 5.8 10.2
Working capital movement 2.7 (3.0)
Net interest paid (7.3) (9.7)
Tax recovered 0.3 7.0
Free cash ﬂow 25.2 28.6
Net disposals and acquisitions 2.2 11.5
Dividends paid (2.5) (15.0)
Dividends from associated undertakings – 0.2
Effect of exchange rates 10.4 (1.5)
Reduction in net borrowings 35.3 23.8
Net borrowings 87.4 122.7
Funding and Liquidity
The Group finances its borrowings at Group level through a multi-
bank revolving credit facility and the US private placement market.
In addition it has a number of other local banking facilities. The
policy is to ensure that all projected net borrowing requirements 
are covered by committed facilities. At the end of 2002 the Group
had total facilities of £181m (including £160m committed) of which
£80m was unused. The maturity proﬁle of the £87.4m of net borrowings
at the end of 2002 is:
2003 2004 2005 2006 2007 2008
£m (9.1) 32.7 0.2 0.2 15.7 47.7
net cash
Interest Rate and Currency Risk Management 
In addition to funding and liquidity, the Group’s main ﬁnancial risks
relate to interest rate ﬂuctuations and foreign currency exposures. The
management of all these risks is performed by a centralised treasury
department which reports to the Group Finance Director. It operates
under the guidance of the Group Treasury Committee, which meets
quarterly, and acts according to the laid down objectives, policies
and authority levels approved by the Board.
It is a Group policy to have the majority of its borrowings subject 
to ﬁxed interest rates. At the year-end £65.2m of private placement
borrowings (weighted average cost 7.53%) and £13.6m of other
borrowings were subject to fixed rates, thus resulting in 78% of
the Group’s gross debt of £101.1m being ﬁxed interest in nature.
The Group hedges, through currency denominated loans and forward
contracts, the majority of the exchange exposures that arise on its
net investment in overseas operations. These exchange rate movements
are treated as movements on reserves and recorded in the statement
of total recognised gains and losses. Whilst the Group does not hedge
the effects of currency movements on the translation of its overseas
earnings into sterling, it does seek to cover, normally through
forward exchange contracts on a rolling 12 month basis, known
transaction exposures.
Pensions
The Group has continued to account for retirement beneﬁts in accordance
with SSAP24 and full details are disclosed at Note 24 to the ﬁnancial
statements. The Group’s main defined benefit pension scheme is 
in the UK. It also has three small USA deﬁned beneﬁt schemes and 
a range of defined contribution schemes. At the date of the last
valuation, on 6 April 2001, the UK plan’s assets represented 100% 
of the beneﬁts that had accrued to members after allowing for future 10 Senior plc
Board of Directors
Secretary and Registered Ofﬁce
Andrew Bodenham
59/61 High Street 
Rickmansworth
Hertfordshire WD3 1RH
Registered in England and Wales 
No. 282772
Registrars
Lloyds TSB Registrars
The Causeway, Worthing
West Sussex BN99 6DA
Auditors
Deloitte & Touche
Four Brindley Place
Birmingham B1 2HZ
Solicitors
Slaughter and May
One Bunhill Row
London EC1Y 8YY
Principal UK Clearing Bankers 
HSBC Bank plc
8 Canada Square
London E14 5HQ
Royal Bank of Scotland
135 Bishopsgate
London EC2M 3UR
Merchant Bankers
Schroder Salomon Smith Barney
Citigroup Centre, 33 Canada Square
London E14 5LB
Brokers
Hoare Govett Limited
250 Bishopsgate
London EC2M 4AA
Ofﬁcers and Advisers
James Kerr-Muir Non-Executive Chairman*, Age 62
Chairman of Davenham Group plc and of Ehrmanns Holdings Limited and a non-executive director of Yates
Group plc and Gartmore Fledgling Investment Trust plc. He previously held senior management positions
with Kingﬁsher plc and Tate & Lyle plc and was Chairman of The Outdoor Group Limited and Freeport plc
and Deputy Chairman of Birmingham Midshires. He joined the Board in 1996 and was appointed Deputy
Chairman in 2000 and Chairman in 2001. He is also Chairman of the Remuneration Committee.
Graham Menzies Group Chief Executive, Age 55
Joined as Group Chief Executive in 2000 previously having been with Adwest Automotive plc for 
over fourteen years, latterly as Chief Executive. He holds graduate and post-graduate qualiﬁcations 
in Mechanical Engineering and Machine Tool Technology and is a non-executive director of St Ives plc.
Mark Rollins Group Finance Director, Age 40
A Chartered Accountant, he began his accountancy career with BDO Binder Hamlyn before joining
Morgan Crucible plc where, during a period of seven years, he held a number of senior corporate and
operational finance roles. He joined the Group in 1998 as Divisional Finance Director, was promoted 
to Finance Director – Group Operations in 1999 and became Group Finance Director in 2000, when 
he joined the Board. He is Chairman of the Group’s Treasury Committee.
Michael Sheppard Executive Director, Age 44 
Joined the Board on 1 September 2002. A citizen of the United States, he has worked for Senior for a
number of years, most recently as the Chief Executive of the Automotive Division and the North American
industrial operations.
Martin Clark Non-Executive Director*, Age 57
Joined the Board in 2001 and is also a non-executive director of BPB plc, Clarkson plc and Blick plc. 
From 1997 to 2000 he was Group Finance Director of Caradon plc. Prior to that, he was Group Finance
Director at Associated British Foods plc and for a period of ten years, of Northern Foods plc and held
senior ﬁnance positions at Simon Engineering. He is Chairman of the Audit Committee and of the 
Trustee Board of the Senior plc Pension Plan.
Richard Turner CMG, OBE Non-Executive Director*, Age 60
Retired during the year as Group Marketing Director of Rolls-Royce plc. He is also a non-executive 
director of Corus Group plc and a member of the Board of British Trade International. Joined the 
Board in 1996. He is Chairman of the Nominations Committee.
*Member of the Audit, Remuneration and Nominations Committees Annual Report & Accounts 2002 11
The Directors present their report and supplementary reports, together with the audited ﬁnancial statements for the year ended 31 December 2002.
Activities and Business Review
Senior plc is a holding company. Its Principal Group Undertakings are shown on page 47 and comments on each Division’s results and activities
in 2002 are included in the Chief Executive’s Review on pages 4 to 7.
Disposals
Disposals during 2002 are reported in Note 25 to the Accounts. There were no acquisitions during the year.
Results and Dividends
The results for the year are shown in the Group Proﬁt and Loss Account on page 22.
An interim dividend of 0.65p per share (2001 – 1.84p) has already been paid and the Directors recommend a ﬁnal dividend of 1.35p per share
(2001 – 0.16p). The ﬁnal dividend, if approved, will be payable on 29 May 2003 to shareholders on the register at the close of business on 
2 May 2003. This brings the total dividend for the year to 2.00p per share (2001 – 2.00p).
Share Capital
There were no changes in the share capital of the Company during the year.
Further details concerning share capital are given in Note 21 to the Accounts.
Directors
The Directors who served during the year and their interests in the shares of the Company are included in the supplementary Report on Remuneration
on pages 13 to 16. None of the Directors has any interest in contracts with the Company or its subsidiary undertakings.
On 2 July 2002 R T Turner was reappointed to the Board for a further two year period. M Sheppard was appointed to the Board on 1 September 2002.
Both retire in accordance with Article 82 and, being eligible, offer themselves for election.
M Clark and G R Menzies retire by rotation and, being eligible, offer themselves for re-election at the Annual General Meeting.
M Clark and R T Turner have no service agreements with the Company and G R Menzies and M Sheppard each have a service agreement subject 
to 12 months’ notice by either party.
Research and Development
In 2002, the Group incurred £4.0 million (2001 – £3.4 million) on research and development, before recoveries from customers of £0.2 million
(2001 – £0.2 million). The majority of the Group’s efforts are devoted towards product development and improved manufacturing techniques.
Charitable and Political Donations
Charitable donations amounting to £45,000 (2001 – £38,000) were made during the year.
No political donations were made.
Policy on Payment of Creditors
The Group’s policy is to settle the terms of payment with its suppliers when agreeing the terms of each transaction and to seek to adhere 
to those terms.
Based on the ratio of Company trade creditors at the end of the year to the amounts invoiced during the year by suppliers, the number of days
outstanding at the year-end was 16 days (2001 – 14 days). However, these ﬁgures are not considered indicative of the typical payment terms
adhered to, which are estimated to be on average about 30 days.
Report of the Directors 12 Senior plc
Major Shareholdings
At 5 March 2003, the following shareholders had advised holdings in excess of 3% of the issued share capital of the Company:
Funds held, managed or advised by:
Schroder Investment Management Limited 42,956,346 13.98%
HSBC Asset Management 16,950,327 5.51%
AXA Investment Management Limited 16,284,590 5.30%
Deutsche Asset Management Limited 13,706,031 4.46%
Legal & General Investment Management Limited 12,846,648 4.17%
HBOS PLC 12,361,671 4.02%
Barclays Global Investors 9,310,462 3.03%
S G Asset Management 9,308,520 3.03%
BriTel Fund Nominees Ltd 9,286,618 3.02%
So far as is known, no other shareholder had a notiﬁable interest amounting to 3% or more of the share capital of the Company and the Directors
believe that the close company provisions of the Income and Corporation Taxes Act 1988 (as amended) do not apply to the Company.
Special Business at the Annual General Meeting
Shareholders will see from the Notice of Meeting that they are asked to consider as Special Business and, if thought ﬁt, to pass the following resolutions:
1. Authority to Allot Shares – The Companies Act 1985 prevents Directors from allotting unissued shares without the authority of shareholders
in general meeting. Resolution 9 will empower the Directors to issue the authorised but unissued share capital of the Company up to an aggregate
nominal amount of £10,200,000 (representing 102,000,000 ordinary shares of 10p each and approximately one third of the total share capital
in issue as at 5 March 2003, being a date not more than one month prior to this Notice). The Directors have no present intention of exercising
this authority, other than in connection with the grant of share options.
2. Disapplication of Pre-emption Rights – Resolution 10 allows the Directors to make issues for cash, on a non pre-emptive basis, amounting to
an aggregate nominal amount of £1,500,000 (representing 15,000,000 ordinary shares of 10p each and approximately 5% of the total share capital
in issue as at 5 March 2003, being a date not more than one month prior to this Notice). The resolution will also allow the Directors to make 
a rights issue, open offer or other pre-emptive offers without the need to comply with the technical requirements of the relevant statutory
provisions which are problematic, particularly with regard to overseas shareholders.
If approved, the authorities granted by Resolutions 9 and 10 will last for ﬁve years and shall expire on 16 April 2008.
3. Authority to Purchase its own Shares – Resolution 11 seeks authority for the Company to make market purchases of its own shares for
cancellation up to a maximum of 30,700,000 shares representing approximately 10% of the issued ordinary share capital. The Directors may
make purchases of the Company’s shares if it considers such purchases will result in an increase in earnings per share and are considered to 
be in the best interests of shareholders generally. The seeking of this authority should not be taken to imply that shares will be purchased. 
The Directors believe that it is in the best interests of shareholders that the Company should have the ﬂexibility to make market purchases 
of its own shares.
The number of options to subscribe for equity shares in the Company that are outstanding on 5 March 2003 was 13,767,064 representing
4.48% of the issued share capital at that time. If the full authority to buy back shares is used then such options will represent 4.98% 
of the issued share capital of the Company. 
The authority granted by Resolution 11 shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2004 
or, if earlier, on 16 July 2004. It is intended that the authority granted by Resolution 11 will be renewed annually.
Auditors
The Directors will place a resolution before the Annual General Meeting to re-appoint Deloitte & Touche as Auditors for the ensuing year.
By Order of the Board
Andrew Bodenham, Secretary
5 March 2003
Report of the Directors continued Annual Report & Accounts 2002 13
The Remuneration Committee
The Remuneration Committee consists entirely of non-executive Directors. Its members throughout the year have been J R Kerr-Muir (Chairman), 
M Clark and R T Turner. The primary role of the Committee is to consider and make recommendations to the Board concerning the remuneration
packages and conditions of service of the executive Directors.
The remuneration of the non-executive Directors is determined by the Board of Directors and the non-executive Directors do not participate 
in any discussion or decisions relating to their own remuneration. 
Remuneration Consultants
Before recommending proposals for Board approval, the Remuneration Committee seeks advice from external remuneration consultants to ensure it is
fully apprised of comparative external remuneration practice as well as legislative and regulatory developments. During the year, the Remuneration
Committee appointed and received the advice of New Bridge Street Consultants in updating the Company’s Share Plans and Watson Wyatt LLP in
reviewing executive Directors’ remuneration. Neither organisation provided any other services to the Company. Slaughter and May provided legal
and regulatory advice on the updating of the Company’s Share Plans and this ﬁrm also provides other general legal services to the Company.
Remuneration Policy
In determining remuneration of the executive Directors, the Committee seeks to maintain a competitive programme, which enables the Company 
to attract and retain the highest calibre of executive. The performance-related elements of remuneration form a signiﬁcant proportion of the total
remuneration package of executive Directors, details of which are set out in paragraphs (c) and (d) below. They are designed to align their interests
with those of shareholders and to give such executive Directors incentives to perform at the highest levels.
The non-executive Directors, who are all independent, do not participate in any pension, bonus, share incentive or other share option plans.
Their remuneration reﬂects both the time given and the contribution made by them to the Company’s affairs, including membership or chairmanship
of the Board or its Committees and is based upon advice taken by the Board from independent consultants.
a) Service Agreements
Each executive Director has a service agreement providing for a rolling period of notice of one year. There are no current provisions in those
agreements or otherwise for additional termination payments. The service agreements for G R Menzies, M Rollins and M Sheppard are dated 
27 April 2000, 1 November 2000 and 1 April 1992, respectively.
The non-executive Directors do not have service agreements with the Company. J R Kerr-Muir was appointed Chairman under an initial ﬁxed 
three year contract from 11 May 2001 terminable upon 12 months’ notice on or after the third anniversary. M Clark was appointed with effect 
from 1 February 2001 for an initial three year term. R T Turner was re-appointed a non-executive Director on 2 July 2002 for a two year term.
b) Base Salaries
In setting the base salary of each Director, the Committee takes into account the pay practice of other companies and the performance of that Director.
c) Annual Performance Bonus Scheme
Under the 2002 performance bonus scheme, bonuses of up to 100% of salary could have been earned for exceptional performance. The level 
of award was dependent upon the actual performance compared to the prior year and to budget in respect of profitability and cash flow. 
As a result of the cash ﬂow performance of the Group a bonus of 25% of salary was payable to G R Menzies and M Rollins in respect of 2002
(2001 – 25%). A bonus of 61% of salary (2001 – 15%) was paid to M Sheppard in respect of the operating proﬁts and cash ﬂow performances
of the Automotive Division.
The scheme in place for 2003 is largely unchanged from the 2002 scheme.
d) Share Plans
The Company’s policy regarding the granting of share options is to encourage participating Directors and other employees to build and retain 
a long-term stake in the Group and align their interests with those of the shareholders.
At the Annual General Meeting on 2 May 2002, shareholders approved the removal from the rules of the 1999 Executive Share Option Plan,
the Long Term Share Incentive Plan and the Savings Related Share Option Plan of the secondary limits which controlled the rate at which
options or awards can be granted. The primary limits remain in place.
Under the unapproved section of the 1999 Executive Share Option Plan, the Committee, for future awards, retained the discretion over whether
options should vest on a change of control. For the approved section, options vest automatically on a change of control. 
All executive Directors are eligible for the following share plans:
i) 1999 Executive Share Option Plan
The Executive Share Option Plan was launched following its approval by shareholders at the Annual General Meeting in May 1999 with the
performance target determined by the Remuneration Committee to be challenging in the light of the Company’s performance and prevailing
financial circumstances at the time. Any performance target must be no less challenging than the one it replaces. 
Report of the Directors – Remuneration 14 Senior plc
All options granted under this Plan to date will, in normal circumstances, only become exercisable if the Group’s underlying earnings per
share grows by not less than 4% p.a. compound above the growth in the UK Retail Prices Index over a period of three or more financial
years. If not exercised within six years of the date of grant the options will lapse.
In 1999 options were granted to certain senior managers and the then executive Directors and further options were granted in 2000 and in March,
April and October 2001 to executive Directors and certain senior managers. Options granted to the Directors are shown under Directors’ Interests
together with the base underlying earnings per share ﬁgure to be used when determining whether the performance target has been met.
ii) Long Term Share Incentive Plan
Following approval by shareholders at the Annual General Meeting in May 1996, the Long Term Share Incentive Plan was launched with a ﬁve year
life which was subsequently extended for a further ten years at the May 2001 Annual General Meeting. 
With the advice of New Bridge Street Consultants the Remuneration Committee agreed, under the discretion allowed it under the rules of the Plan,
to review and revise the criteria under which Awards would normally vest to provide a challenging but clearly identiﬁable target. Under the revised
criteria, 30% of the Award will, in future, vest for underlying earnings per share growth of 3% p.a. compound above the growth in the UK Retail Prices
Index, 100% for 8% or more and straight-line vesting between those points. Performance is measured over a ﬁxed period of four ﬁnancial years. 
In October 2001, Awards, under the new criteria, were made to the executive Directors and those are shown below under Directors’ Interests,
together with the base underlying earnings per share ﬁgure to be used in determining whether the performance target has been met. These are 
the only outstanding awards under the Long Term Share Incentive Plan.
iii) Savings Related Share Option Plan
Following approval by shareholders at the Annual General Meeting in May 1996, the Company’s Savings Related Share Option Plan was launched 
that autumn to eligible employees across the Group, with further invitations each September since. There are no performance criteria for this
arrangement and options are issued to all participants in accordance with the Inland Revenue prospectus for such savings related plans. 
As employees, executive Directors are eligible to participate and their options under the Plan are shown below under Directors’ Interests.
e) Retirement Beneﬁts
For former Directors where Inland Revenue limits applied, 25% of the shortfall between pensionable salary and Inland Revenue “cap” was accrued
by the Company for payment from its resources on retirement; no such provision is made for its UK executive Directors, G R Menzies and M Rollins,
and their arrangements, which are provided by the Group plan, are only based upon their pensionable salaries up to “cap”. M Sheppard participates
in a deﬁned beneﬁts plan and a deﬁned contribution plan which are made available to the Group’s US employees. His base salary is pensionable
up to a “cap” of $200,000 p.a.
f) Other Beneﬁts
There are non-cash beneﬁts including provision of a fully expensed car and medical insurance.
Directors’ Emoluments
The information presented in the remainder of this report has been audited, with the exception of the Directors’ Interests in shares and the
Total Shareholder Return graph.
Aggregate remuneration 2002 2001
£000’s £000’s
Emoluments 881 776
Gains on exercise of share options and incentives (see below) – –
Money purchase contributions 3 –
Total 884 776
Directors’ emoluments Salary or Bonus Taxable 2002 2001
fees beneﬁts Total Total
£000’s £000’s £000’s £000’s £000’s
Executive
G R Menzies 270 110 28 408 404
M Rollins 172 53 13 238 213
M Sheppard (from 01.09.02) 61 38 5 104 –
Non-executive
J R Kerr-Muir 72 – – 72 66
M Clark  34 – – 34 27
R T Turner 25 – – 25 25
Former Directors
A K Watkins (to 11.05.01) –––– 32
J L Hudson (to 11.05.01) –––– 9
634 201 46 881 776
Report of the Directors – Remuneration continued Annual Report & Accounts 2002 15
The bonus ﬁgure shown for G R Menzies includes £43,000 which he received in lieu of the retirement beneﬁts detailed in (e) above. In June 2002
the Remuneration Committee agreed that, from 2003, this payment would be consolidated into his base salary (which would remain pensionable
up to “cap”) and he would receive no further salary increases in 2003.
Bonuses of £67,000, £53,000 and £38,000 are payable to G R Menzies, M Rollins and M Sheppard (from 01.09.02) under the Annual Performance
Bonus arrangement.
The above ﬁgures for emoluments do not include any amount for the value of share options or awards granted to, or held by, Directors.
Directors’ Interests
M Sheppard joined the Board on 1 September 2002 and his interests are shown from that date.
The Directors who served during the year and their interests (which are all beneﬁcial), including family interests, in the 10p ordinary shares 
of the Company were as follows:
Shares Shares Shares
2002 2001
G R Menzies 500,000 300,000
M Rollins 100,000 85,000
M Sheppard (from 01.09.02) – –
J R Kerr-Muir 120,819 60,819
M Clark 20,000 20,000
R T Turner 36,900 36,900
Options and other share incentives Market
Gains on price on Exercise
exercise/ exercise/ period/
Date of At Granted Exercised vesting vesting Lapsed At Option maturity
grant/award 31.12.01 2002 2002 2002 2002 2002 31.12.02 price date
G R Menzies
1999 Executive Share Option Plan
05.04.00 227,272 ––––– 227,272 82.50p 3 years to 04.04.06
13.09.00 230,755 ––––– 230,755 54.17p 3 years to 12.09.06
Sharesave Plan
06.10.00 38,793 ––––– 38,793 43.50p 6 months to 01.05.06
Long Term Share Incentive Award Plan – Performance Awards
31.10.01 270,000 ––––– 270,000 – 30.10.05
M Rollins
1999 Executive Share Option Plan
13.05.99 37,172 –––––37,172 154.35p 3 years to 12.05.05
13.09.00 276,906 ––––– 276,906 54.17p 3 years to 12.09.06
Sharesave Plan
06.10.00 22,270 ––––– 22,270 43.50p 6 months to 01.05.04
Long Term Share Incentive Award Plan – Performance Awards
31.10.01 180,000 ––––– 180,000 – 30.10.05
M Sheppard (from 01.09.02)
1999 Executive Share Option Plan
13.05.99 48,924 –––––48,924 154.35p 3 years to 12.05.05
13.09.00 328,173 ––––– 328,173 54.17p 3 years to 12.09.06
Sharesave Plan
06.10.00 24,018 ––––– 24,018 43.50p 6 months to 01.05.04
Long Term Share Incentive Award Plan – Performance Awards
31.10.01 180,000 ––––– 180,000 – 30.10.05
Details of the 1999 Executive Share Option Plan and the Long Term Share Incentive Award Plan may be found on pages 13 and 14.  16 Senior plc
Options granted from 1999 onwards and the Long Term Incentive Share Awards become exercisable only when certain performance targets have
been met. The base underlying earnings per share ﬁgures used to determine whether the target has been met are as follows:
Date of grant 13.5.99 5.4.00 13.9.00 10.10.00 23.3.01 11.4.01 31.10.01
Base underlying EPS 11.75p 6.03p 6.03p 6.03p 5.87p 5.87p 5.87p
Inclusive of the above Long Term Incentive Awards to Directors, at 31 December 2002, 870,716 ordinary shares (2001 – 870,716 ordinary
shares) were held by the Senior plc Employee Benefit Trust, a discretionary trust resident in Jersey. The market value of these shares at 
31 December 2002 was £209,000 (2001 – £298,000). The Trust has materially waived its rights to dividends on these shares. The potential
beneficiaries of this Trust include executive Directors and senior management within the Group and, accordingly, the executive Directors 
are collectively interested in those shares.
The middle market price of the shares at 31 December 2002 was 24.00p (2001 – 34.25p). During 2002 the shares traded in the range of 18.00p to 52.00p.
The accompanying graph compares the Total Shareholder 
Return of the Company’s shares against the FTSE Engineering 
and Machinery Index over a ﬁve-year period (where dividends 
are included gross of tax). This index allows a comparison 
to be made against organisations facing broadly similar 
economic and market conditions as the Company.
No change in any of the Directors’ share interests occurred during the period 31 December 2002 to 5 March 2003.
Directors’ Pension Entitlements
The Directors had accrued entitlements under ﬁnal salary plans as follows:
Gross Increase in Total Value of net Change in Transfer value   Transfer value 
increase in accrued accrued increase in transfer value of accrued of accrued 
accrued pension net  pension accrual over during pension pension
pension of inﬂation at 31.12.02 period period at 31.12.02 at 31.12.01
(A) (B) (C) (D) (E) (F) (G)
£000’s £000’s £000’s £000’s £000’s £000’s £000’s
G R Menzies 3 3 9 42 45 129 79
M Rollins 3 3 9 15 12 62 45
M Sheppard 61 35 2 12 52 40
Total 12 7535969 243 164
1. Pension accruals shown are the amounts which would be paid annually on retirement based on service to the end of the year.
2. Transfer values as at 31 December 2001 and 31 December 2002 have been calculated in accordance with version 1.5 of Guidance Note GN11
issued by the actuarial profession.
3. The value of net increase (D) represents the incremental value to the Director of his service during the year, calculated on the assumption
that service terminated at the year-end. It is based on the accrued pension increase (B) after deducting the Director’s contribution.
4. The change in the transfer value (E) includes the effect of ﬂuctuations in the transfer value due to factors beyond the control of the
Company and Directors, such as stock market movements. It is calculated after deducting the Director’s contribution.
5. Voluntary contributions paid by Directors and resulting beneﬁts are not shown.
6. M Sheppard was only a Director for part of the year (appointed 1 September 2002). Greenbury Rules require (B) and (D) to reﬂect only that
part of the year during which he was a Director. The other disclosures for M Sheppard relate to the full year.
7. The ﬁgures quoted above for M Sheppard include the deﬁned beneﬁt element of his pension only. In addition, he has a deﬁned contribution
arrangement, to which the Company paid $14,231 during the year ($4,757 for the part year).
8. In the 2001 Annual Report, the benefits for M Rollins were incorrect. His benefits have since been clarified and the above figures
reflect this.
Report of the Directors – Remuneration continued Annual Report & Accounts 2002 17
Principles
The policy of Senior plc (“Senior”) is to enhance shareholder value, recognising the importance, in achieving that, of operating in an ethical 
and socially responsible manner which helps to preserve health, safety and the environment.
Senior believes that operating in an ethical and socially aware manner which helps to preserve health, safety and the environment is an integral
part of efﬁcient and proﬁtable business management and recognises that success in these areas depends on the involvement and commitment 
of everyone in the organisation.
As a minimum, Senior operations around the world (the “Group”) must meet their legal and regulatory obligations. 
Goals
a) Ethical Operations
Applications for employment by disabled persons are encouraged, bearing in mind the respective aptitudes, skills and abilities of the applicant
concerned and the requirements of the position. In the event of employees becoming disabled, the Group’s aim is to ensure continued employment
where possible and that appropriate training is arranged. It is the policy of the Group to maintain, wherever feasible, the training, career
development and promotion of disabled persons. 
Group policy is that employment-related decisions are based on relevant aptitudes, skills and abilities and promotes a policy of equal
opportunity in employment, without unlawful consideration of sex, race, nationality, age, disability, religion or any other category
protected by law. 
The Group promotes the dissemination of relevant information so that employees are kept regularly advised of Group and operating
company developments. Where practical, local briefing sessions are held concerning such matters as health and safety, performance-
related incentive plans, the Group’s Sharesave Plan (which operates wherever practical in the larger companies within the Group), 
pension plans, etc.
There is a formal Code of Business Conduct in place for the Group, which promotes a commitment to maintaining the highest standard 
of ethics and integrity in the conduct of the Group’s business throughout the world. 
b) Socially Aware Operations
The management of each operation in the Group is aware of the importance of being a good neighbour in its community and is encouraged 
to build a relationship with local organisations.
Each operation within the Group strives to offer a competitive remuneration package to its employees.
Each Group operation aims to recognise and respond constructively to any community concerns about the health, safety and environmental
aspects of its operations.
c) Preserving Health and Safety
The Group seeks to maximise employees’ involvement in health, safety and environmental matters by open communication and encouragement 
of active participation.
Each operation aims to provide sufficient resources in terms of people, training, plant and equipment to meet applicable health 
and safety obligations.
The Group’s operations strive to improve health and safety at work through, among other things, the use of internal assessments and regular
reports on performance.
Report of the Directors – Ethical, Social, Health, Safety and Environmental Policy 18 Senior plc
d) Preserving the Environment
While already subject to various laws and regulations governing the emission of substances which could affect human health or the environment,
each operation examines different means by which to reduce further such emissions.
The Group strives both to reduce waste at source by careful use of materials, energy and other resources and to take advantage of recycling opportunities.
Each operation considers, early in the development stage, the possible environmental impact of new products and processes and the Group
carefully considers environmental issues during acquisitions and divestments.
Each operation aims to provide resources in terms of people, training, plant and equipment to meet applicable environmental obligations.
The Group’s operations strive to improve environmental protection through, among other things, the use of internal assessments and regular 
reports on performance.
Organisation and Responsibilities
Operating in an ethical and socially aware manner which preserves health, safety and the environment is a mainstream management responsibility.
Executive and line managers at all levels within the Group are directly responsible through the normal management structure for these matters
in the speciﬁc operations under their control.
All the Group’s employees have a responsibility to act in an ethical and socially aware manner, to take reasonable care of themselves and others
while at work and to participate positively in the task of preserving workplace health and safety and the environment.
Each operation is expected to adopt policies in keeping with these principles and goals which also describe the local organisation and arrangements
for putting them into practice. Each operation also has a person appointed to this task who is responsible to the General Manager of the operation
for the implementation of these principles and goals.
Ethical, social, health, safety and environmental factors can represent risks to the Group’s short and long-term value, as well as opportunities to
enhance value that may arise from an appropriate response. The Senior Board has established reporting structures to provide it with information 
on such risks and opportunities:
• Ethical, social, health, safety and environmental issues that represent significant business risk or opportunity are monitored and
reported as part of the risk management process initiated following the Turnbull Report on corporate risk management, as described 
in the Report of the Directors – Corporate Governance. The Risk Management process adopted includes procedures for monitoring and
verification of matters reported. 
• Other important ethical, social, health, safety and environmental matters are reported to the Group Executive and the Group Board 
by the Group’s Division Directors on a regular basis as part of their reports on operational matters. 
The Group Chief Executive heads the ethical, social, health, safety and environmental function of the Board.
Report of the Directors – Ethical, Social, Health, Safety and Environmental Policy continued Annual Report & Accounts 2002 19
The Combined Code
The Company is required, under the Listing Rules of the Financial Services Authority, to report on the manner in which it has applied the Principles
of Good Governance set out in Section 1 of the Combined Code of Corporate Governance and whether or not it has complied with the Code provisions.
The reviews undertaken by Mr Derek Higgs and Sir Robert Smith, concerning the role and effectiveness of non-executive Directors and the role 
of the Audit Committee respectively, are being given due consideration by the Directors.
Application of the Principles
The Principles of Good Corporate Governance are detailed in the Combined Code under four areas which have each been reviewed by the Directors
and then commented upon below:
a) Directors
The Directors consider that there is in place an effective Board which leads and controls the Group with clear divisions of responsibility between
running the Board and running the Group’s business.
The Board is structured under a non-executive independent Chairman and currently includes three executive Directors and two other non-executive
independent Directors who were selected for appointment because of their wide industrial and commercial experience. In addition there is 
a Group Executive Committee, chaired by the Group Chief Executive which includes, along with the executive Directors, other key executives
within the Group. Brief details of the Board are included on page 10.
A Nominations Committee makes recommendations to the Board on all new Board appointments and the composition of the Committee,
which consists entirely of non-executive Directors, is shown on page 10.
In accordance with the Company’s Articles, Directors submit themselves for re-election at the Annual General Meeting following their appointment
and thereafter at intervals of no more than three years.
The Board meets formally on a regular basis (ten times in 2002) and in addition there are generally three meetings of the Audit Committee, 
three meetings of the Remuneration Committee and at least one meeting of the Nominations Committee each year. Other Committees are appointed 
by the Board to deal with treasury matters and speciﬁc issues such as acquisitions and disposals. The minutes arising from the Committee Meetings 
are available to the Board.
Procedures are in place to ensure that the Directors are properly briefed so that the decisions taken by the Board are based on the fullest 
available information. At every Board Meeting there are reviews of operational, financial and administrative matters while social,
environmental and ethical issues and other matters such as health and safety, agreement of budgets and levels of insurance cover 
are reviewed whenever appropriate.
There is a procedure by which all Directors can obtain independent professional advice at the Company’s expense in furtherance of their 
duties, if required.
b) Directors’ Remuneration
The Report of the Directors on Remuneration on pages 13 to 16 describes how the Board has applied itself to remuneration matters.
c) Relations with Shareholders
The Company endeavours to maintain regular contact with its institutional shareholders, through a series of group and one to one 
meetings to discuss both strategic objectives and the detailed performance of the business. It also makes constructive use of the 
Annual General Meeting to communicate with private investors and encourage their participation. The Company has a regularly 
updated website.
d) Accountability and Audit
Financial Reporting
The Board believes that the Annual Report properly presents a balanced and understandable assessment of the Group’s position and prospects.
There is an independent internal audit function, which includes a cyclical programme of visits to all Group operations. The Group Internal Audit
function also co-ordinates semi-annual Financial Integrity Declarations and self-assessment questionnaires applied on a cyclical basis and
subjected to review. The results of these reviews and internal audit visits are reported to the Audit Committee, along with those from 
the external auditors.
The Audit Committee also reviews the scope, cost and timing of the work of the external auditors and acts to ensure their findings 
are appropriately implemented.
The composition of the Audit Committee, which consists entirely of non-executive Directors, is detailed on page 10.
Report of the Directors – Corporate Governance 20 Senior plc
Internal Control
There is an ongoing process in place for identifying, evaluating and managing the signiﬁcant risks faced by the Group which has been fully in
place during 2002 and to the date of approval of the Annual Report and Accounts. This process is regularly reviewed by the Board and accords
with the Turnbull guidance on internal control.
Information on the Group’s significant risks, together with the relevant control and monitoring procedures, is reviewed for completeness 
and accuracy by the Group’s management committees. The information is presented to the Board for Directors to assess the effectiveness 
of the system of internal control. Whilst the Board acknowledges its overall responsibility for internal control it believes strongly that senior
management within the Group’s operating businesses should also contribute in a substantial way and this has been built into the process. 
In carrying out their review of the effectiveness of internal control in the Group the Board has taken into consideration the following key
features of the risk management process and system of internal control:
• Senior management of each business have spent time identifying and assessing key business unit and Group objectives, key issues, 
opportunities and controls. This assessment encompassed operational, compliance, financial and business risks and is updated 
on an ongoing basis. A risk assessment has similarly been prepared for the Group covering central functions and strategic risks;
• A detailed system of budgeting, reporting and forecasting for the Group’s operations is in place which is monitored, both locally and 
centrally, through a review of monthly management information;
• The Group has expanded the remit of the Internal Audit function whose audit plan is reviewed, updated and approved by the 
Audit Committee. The conclusions from the function’s work are reported to the Audit Committee, the Chief Executive and the 
Finance Director; and
• There is in place a formal annual risk management sign-off process for senior management in each of the business units. This 
is operated in order to ensure that, as far as possible, the controls and safeguards are being operated in line with established
procedures and standards.
The whole risk management process is subject to review twice a year by the Audit Committee and strengthened as appropriate. Steps are taken 
to embed internal controls and risk management further into the operations of the business and to deal with areas of improvement which come 
to management’s and the Board’s attention.
The Board is responsible for the effectiveness of the Group’s system of internal control and for the review of its effectiveness. Such a system
is designed to manage rather than to eliminate the risk of failure to achieve the Group’s objectives and can only provide reasonable but not
absolute assurance against misstatement or loss.
Compliance Statement
The Company has, throughout the year, consistently applied the Principles of Good Governance. It has also complied with all the detailed
provisions in Section 1 of the Combined Code except, having regard to the size and composition of the Board, the Directors do not consider 
it appropriate to appoint a senior non-executive director as required by Code provision A.2.1.
Statement of Directors’ Responsibilities
UK company law requires the Directors to prepare Accounts for each financial year which give a true and fair view of the state of affairs 
of the Company and the Group and of the proﬁt or loss of the Group for that period.
In preparing those Accounts, the Directors are required to:
• Select suitable accounting policies and then apply them consistently;
• Make 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
Accounts; and
• Prepare the Accounts on the going concern basis unless it is inappropriate to presume that the Group will continue in business. 
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial 
position of the Company and Group and enable them to ensure that the Accounts comply with the Companies Act 1985. 
Report of the Directors – Corporate Governance continued Annual Report & Accounts 2002 21
We have audited the ﬁnancial statements of Senior plc for the year ended 31 December 2002 which comprise the proﬁt and loss account, the balance
sheets, the cash ﬂow statement, the statement of total recognised gains and losses, related notes 1 to 25 and the schedule of principal group
undertakings. These ﬁnancial statements have been prepared under the accounting policies set out therein. We have also audited the information
in the part of the Report of the Directors – Remuneration 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 Report of the Directors – Remuneration. Our responsibility is to audit the financial statements 
and the part of the Report of the Directors – Remuneration 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 Report of the Directors – Remuneration 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 Report of the Directors – Remuneration 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 Report of the
Directors – Remuneration 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 Report of the Directors – Remuneration
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 Report of 
the Directors – Remuneration 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 31 December 2002 and 
of the proﬁt of the Group for the year then ended; and
• the ﬁnancial statements and part of the Report of the Directors – Remuneration described as having been audited have been properly
prepared in accordance with the Companies Act 1985.
Deloitte & Touche
Chartered Accountants and Registered Auditors 
Birmingham  
5 March 2003
Notes: An audit does not provide assurance on the maintenance and integrity of the website, including controls used to achieve this, 
and in particular on whether any changes may have occurred to the financial statements since first published. These matters are the
responsibility of the directors but no control procedures can provide absolute assurance in this area.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements differs from legislation 
in other jurisdictions.
Independent Auditors’ Report to the Members of Senior plc 22 Senior plc
For the year ended 31 December Notes 2002 2001
£m £m
Turnover
Continuing operations 398.7 444.3
Discontinued operations 5.7 19.4
2, 3 404.4 463.7
Operating proﬁt before exceptional items
Continuing operations 24.7 34.0
Amortisation of goodwill (5.8) (6.1)
Total continuing operations 18.9 27.9
Discontinued operations – 0.3
18.9 28.2
Exceptional items 
Reorganisation and rationalisation charges – continuing operations (1.3) (2.9)
Impairment of goodwill – (4.0)
2 d) (1.3) (6.9)
Total operating proﬁt
Continuing operations 17.6 21.0
Discontinued operations – 0.3
2, 3 17.6 21.3
Share of operating proﬁt in associated undertaking – 0.3
Amortisation of goodwill on associated undertaking – (0.1)
(Loss)/proﬁt on sale of ﬁxed assets – continuing operations (0.5) 0.1
Loss on disposal of discontinued operations 25 (3.5) (0.8)
Loss on disposal of associated undertaking – discontinued – (1.5)
Proﬁt on ordinary activities before interest and taxation 13.6 19.3
Other interest receivable and similar income 1.1 0.7
Interest payable and similar charges 4 (7.7) (10.5)
Proﬁt on ordinary activities before taxation 5 7.0 9.5
Tax on proﬁt on ordinary activities 7 (3.1) (5.1)
Proﬁt for the ﬁnancial year 22 3.9 4.4
Dividends 8, 22 (6.1) (6.1)
Loss for the year (2.2) (1.7)
Earnings per share
Basic 9 1.29p 1.46p
Diluted 9 1.29p 1.45p
Underlying 9 4.47p 5.51p
Dividends per share 8 2.00p 2.00p
The Notes to the Accounts on pages 25 to 45, together with page 47, form part of these Accounts.
Group Profit and Loss Account Annual Report & Accounts 2002 23
At 31 December Notes Group Group Company Company
2002 2001 2002 2001
£m £m £m £m
Fixed assets
Intangible assets – goodwill 11 85.8 98.4 – –
Tangible assets 12 89.7 102.7 0.2 0.2
Investments 13 0.2 0.2 441.2 473.7
175.7 201.3 441.4 473.9
Current assets
Stocks 14 46.3 52.2 – –
Debtors: Amounts falling due after more than one year 15 2.4 3.6 4.1 4.6
Debtors: Amounts falling due within one year 15 73.8 75.1 1.9 3.2
Cash at bank and in hand 9.6 14.9 2.5 8.4
132.1 145.8 8.5 16.2
Creditors: Amounts falling due within one year 16 (86.3) (92.0) (21.7) (21.7)
Net current assets/(liabilities) 45.8 53.8 (13.2) (5.5)
Total assets less current liabilities 221.5 255.1 428.2 468.4
Creditors: Amounts falling due after more than one year 17 (97.5) (127.5) (304.0) (345.5)
Provisions for liabilities and charges 20 (2.7) (2.5) (0.2) –
Net assets 121.3 125.1 124.0 122.9
Capital and reserves
Called-up share capital 21 30.7 30.7 30.7 30.7
Share premium 22 3.5 3.5 3.5 3.5
Other reserves 22 17.7 17.7 83.8 83.8
Proﬁt and loss account 22 69.4 73.2 6.0 4.9
Equity shareholders’ funds 22 121.3 125.1 124.0 122.9
Approved by the Board on 5 March 2003
J R Kerr-Muir, Director
M Rollins, Director
Group Statement of Total Recognised Gains and Losses
For the year ended 31 December 2002 2001
£m £m
Proﬁt for the ﬁnancial year 3.9 4.4
Currency translation differences on overseas assets and goodwill (2.3) (1.3)
Tax beneﬁts on foreign exchange losses 0.7 0.5
Total recognised gains and losses relating to the year 2.3 3.6
There is no material difference between the proﬁts as reported and those proﬁts restated on an historical cost basis.
The Notes to the Accounts on pages 25 to 45, together with page 47, form part of these Accounts.
Balance Sheets 24 Senior plc
For the year ended 31 December Notes 2002 2002 2001 2001
£m £m £m £m
Net cash inﬂow from operating activities 10 a) 43.9 46.9
Dividend income from associated undertaking – 0.2
Returns on investments and servicing of ﬁnance
Interest received 0.6 0.7
Interest paid (7.9) (10.4)
Net cash outﬂow from returns on investments and servicing of ﬁnance (7.3) (9.7)
Taxation
UK corporation tax recovered/(paid) 0.1 (0.4)
Overseas tax recovered 0.2 7.4
0.3 7.0
Capital expenditure and ﬁnancial investments
Purchase of tangible ﬁxed assets (11.6) (16.5)
Sale of property, plant and equipment 1.4 0.9
Net cash outﬂow from capital expenditure and ﬁnancial investments (10.2) (15.6)
Acquisitions and disposals
Purchase of subsidiary undertakings – deferred consideration (0.6) (0.6)
Sale of subsidiary undertakings 2.8 6.6
Sale of associated undertaking – 5.9
Net cash disposed on sale of subsidiary undertakings – (0.4)
Net cash inﬂow from acquisitions and disposals 2.2 11.5
Dividends paid on ordinary shares (2.5) (15.0)
Net cash inﬂow before ﬁnancing 26.4 25.3
Financing
New loans initiated by Group 5.2 32.3
Repayment of existing loans (37.5) (57.6)
Cash inﬂow on forward exchange contracts 0.2 –
(32.1) (25.3)
Decrease in cash in the period 10 b) (5.7) –
The Notes to the Accounts on pages 25 to 45, together with page 47, form part of these Accounts.
Group Cash Flow Statement Annual Report & Accounts 2002 25
1 Accounting Policies
Basis of Accounts
The Accounts are prepared under the historical cost convention, modiﬁed to include the revaluation of land and buildings, and in accordance
with applicable accounting standards. These policies have been applied consistently throughout the year and the preceding year. The Accounts
also include the transitional requirements of Financial Reporting Standard No.17 “Retirement Beneﬁts”.
Basis of Consolidation 
The Group Accounts consolidate the Accounts of Senior plc and all its subsidiary undertakings, including those shown on page 47, drawn up 
to 31 December 2002. The results of businesses acquired, disposed of or terminated during the year are included in the Group Proﬁt and Loss
Account from the date of acquisition or up to the date of disposal or termination.
On the acquisition of a business, fair values are attributed to the net tangible assets. Where the costs of acquisition exceed the values attributed
to such net tangible assets, the difference is treated as purchased goodwill and is capitalised and amortised on a straight-line basis over
twenty years which the Directors consider to be its reasonable maximum economic life. Provision is made for any impairment.
Goodwill arising on acquisitions in the year ended 31 December 1997 and earlier periods was written off to reserves in accordance with the accounting
standard and Group accounting policy then in force. As permitted by the current Financial Reporting Standard No.10 “Goodwill and Intangible
Assets”, the goodwill previously written off to reserves, as a matter of accounting policy, has not been reinstated in the balance sheet.
On disposal or closure of a previously acquired business, the attributable amount of goodwill previously written off to reserves is included 
in determining the proﬁt or loss on disposal.
In the Group’s Accounts, investments in associated undertakings are accounted for using the equity method. The Group Proﬁt and Loss Account
includes the Group’s share of these undertakings’ proﬁts less losses, while the Group’s share of the net assets of the associated undertakings 
is shown in the Group Balance Sheet. Goodwill arising on the acquisition of associated undertakings is accounted for in accordance with the 
policy set out above.
In the Company’s Accounts, investments in subsidiary undertakings are stated at cost plus loans to such undertakings, less amounts written 
off for impairment. Dividends receivable are credited to the Company’s Proﬁt and Loss Account when declared.
The Company’s investment in own shares is held by the Employee Beneﬁt Trust for the purpose of funding certain of the Company’s long-term 
share incentive plan liabilities. The Trustee purchases the Company’s ordinary shares in the open market using funds provided by the Company. 
The Company amortises the cost of the shares over the life of the incentives (four years).
A business is classiﬁed as a discontinued operation if it is clearly distinguishable, has a material effect on the nature and focus of the Group’s
activities, represents a material reduction in the Group’s operating facilities and either its sale is completed or, if a termination, its former
activities have ceased permanently during the year or in the subsequent period ending upon the approval of the Accounts.
Exceptional Items
Exceptional items are those that need to be disclosed by virtue of their size and incidence. Such items are included within operating profit
unless they represent proﬁts or losses on the sale or termination of an operation, costs of a fundamental reorganisation or restructuring having 
a material effect on the nature and focus of the Group, or proﬁts or losses on the disposal of ﬁxed assets. In these cases, separate disclosure 
is provided on the face of the Proﬁt and Loss Account after operating proﬁt.
Tangible Fixed Assets
Freehold and long leasehold land and buildings are shown at cost or at modiﬁed historic cost which represents a valuation undertaken prior 
to the effective date of Financial Reporting Standard No.15 and not subsequently amended. Other ﬁxed assets are shown at cost.
Depreciation is provided at rates calculated to write off the cost or modified historic cost less estimated residual value of each asset 
on a straight-line basis over its expected useful life, as follows:
• Freehold buildings – 2% per annum.
• Leasehold land and buildings – over the period of the lease.
• Plant and equipment – 5% - 33% per annum.
Stocks and Long-Term Contracts
Stocks are stated at the lower of cost and net realisable value. Net realisable value is based on estimated normal selling price less further costs
expected to be incurred to completion and disposal. Provision is made for obsolete, slow-moving or defective items where appropriate.
Costs incurred in bringing each product to its present location and condition are based on:
• Raw materials – purchase cost on a ﬁrst-in, ﬁrst-out basis, including transport.
• Work-in-progress and ﬁnished goods – cost of direct materials and labour plus an appropriate proportion of manufacturing overheads based 
on normal levels of activity.
Notes to the Accounts 26 Senior plc
Notes to the Accounts continued
1 Accounting Policies continued
Recoverable development engineering costs, related to speciﬁc contracts, are held on the balance sheet within work-in-progress and amortised
over the contract life or such shorter period as is considered appropriate. Amortisation commences when the project has transferred from
development to commercial production.
Where it is considered that the amortisation charges exceed the forecast profits from commercial production of the related project then 
the excess is written off in the accounting period that such an assessment is made.
Net costs incurred on long-term work-in-progress in excess of amounts transferred to cost of sales are classiﬁed as long-term contract balances.
Foreseeable losses are deducted from long-term contract balances. Revenues recognised in excess of amounts billed are included in debtors.
Amounts billed in excess of revenues recognised are deducted from related long-term contract balances, with any residual balances being
classiﬁed as payments on account and included in creditors.
Where it is considered that the outcome of a long-term contract can be assessed with reasonable certainty before its conclusion, the prudently
calculated attributable proﬁt is recognised in the Proﬁt and Loss Account in accordance with the provisions of Statement of Standard Accounting
Practice No.9 “Stocks and Long-Term Contracts”.
Taxation
Current tax payable is provided on taxable proﬁts at the effective current rates.
Provision is made for deferred tax in accordance with Financial Reporting Standard No.19 “Deferred Tax” in respect of timing differences 
on a non-discounted basis. 
Pension and other Post-Retirement Beneﬁt Costs
Pension and other post-retirement beneﬁt (principally US healthcare) costs are charged against proﬁt in a systematic manner over the average
service lives of the employees in each plan.
Total costs comprise:
• The regular cost, that is the consistent ongoing cost, calculated as a level percentage of the current and expected future payroll of members 
in each plan.
• Variations from the regular cost, arising from scheme surpluses or deﬁcits, allocated over the expected remaining service lives of the employees
in each plan.
Any differences between the amounts charged in the Proﬁt and Loss Account and the amounts payable to the plans for the year are recorded 
as provisions or prepayments as appropriate.
In accordance with Financial Reporting Standard No.17 “Retirement Beneﬁts”, the Accounts include the transitional disclosures required ahead 
of full implementation of the FRS. These disclosures are shown in Note 24.
Research and Development
Costs are charged against revenue in the year in which they are incurred.
Government Grants
Government grants are recognised in the Proﬁt and Loss Account so as to match the grant with the expenditure towards which it is intended 
to contribute.
Turnover
Turnover, other than that arising on long-term contracts, comprises the external sales value of work invoiced during the year, excluding
discounts and sales taxes.
Turnover on long-term contracts represents the proportion of contract activity in the year, ascertained by reference to total contract costs.
Leases
Assets held under ﬁnance leases are initially reported at the present value of the minimum lease payments, with an equivalent liability being
included within creditors due within or after one year. The asset is depreciated over the shorter of the lease term and its useful economic life.
Finance charges are allocated to accounting periods over the term of each lease in accordance with the amount outstanding.
Rentals under operating leases are charged on a straight-line basis over the lease term.
Foreign Currencies
Transactions denominated in foreign currencies are recorded at actual exchange rates. At the year-end, outstanding monetary assets and liabilities
denominated in foreign currencies are translated at the rates of exchange prevailing at the year-end and the gain or loss is recorded in the Proﬁt
and Loss Account, except that differences arising on foreign currency borrowings undertaken to ﬁnance equity investments are dealt with in reserves. Annual Report & Accounts 2002 27
1 Accounting Policies continued
On consolidation, the balance sheets of overseas subsidiary undertakings are translated into sterling at the closing rates and the proﬁt and loss
accounts at the average rates of exchange for the year. These translation gains or losses are accounted for in reserves.
The exchange rates for the major currencies applied in the translation of results were as follows:
Average Average Year-end Year-end
rates rates rates rates
2002 2001 2002 2001
US dollar 1.50 1.45 1.61 1.46
Euro 1.59 1.61 1.53 1.63
Derivative Financial Instruments
The Group uses derivative ﬁnancial instruments (foreign currency forward contracts and interest rate swaps) to reduce exposure to both exchange 
and interest rate movements. The Group does not hold such instruments for speculative purposes.
Foreign currency forward contracts are used to hedge (compensate) for movements arising from speciﬁc Group assets or liabilities denominated 
in the same or equivalent foreign currency. Gains and losses arising on forward contracts held in respect of balance sheet translation differences 
are dealt with in reserves and offset the movement on the assets or liabilities being hedged. As such they are considered to have the same
characteristics as debt and, accordingly, are included within Group net debt from a cash ﬂow perspective. On the Balance Sheet the book value is
included within prepayments and accrued income, if an asset, and within other creditors and accruals, if a liability. Gains and losses arising on
forward contracts held in respect of transaction exposures are dealt with in the Proﬁt and Loss Account to match the underlying transaction.
Interest rate swaps are used to convert interest arising from existing Group liabilities (or assets) from a variable rate to a ﬁxed rate or vice versa.
Interest differentials arising under these swaps are recognised within net interest payable over the periods of the contracts.
2 Segment Information
Group turnover, operating proﬁt and net assets are analysed below. The reconciliation of operating proﬁt to proﬁt before taxation is shown 
on the Group Proﬁt and Loss Account on page 22. The reconciling items are considered to be of a Group nature, and not directly attributable 
to individual segments. 2002 discontinued operations reflect the turnover and operating results of Senior Flexonics Bredan A/S, BHC a.s, 
Senior Flexonics Polska Spólka zo.o. and the UK Expansion Joints Division of Senior UK Limited, all of which were sold during 2002.
a) By class of business Turnover Turnover Operating Operating Net Net
proﬁt proﬁt assets assets
2002 2001 2002 2001 2002 2001
£m £m £m £m £m £m
Aerospace 164.6 196.8 4.0 12.8 128.4 147.3
Automotive 148.4 160.0 11.4 6.6 43.6 53.3
Specialised Industrial 86.1 88.5 2.2 1.6 39.2 44.8
Total 399.1 445.3 17.6 21.0 211.2 245.4
Inter-segment sales (0.4) (1.0) – – – –
Total continuing operations 398.7 444.3 17.6 21.0 211.2 245.4
Discontinued operations 5.7 19.4 – 0.3 (3.3) 3.6
404.4 463.7 17.6 21.3 207.9 249.0
Operating proﬁts shown above are stated after charging £1.3 million (2001 – £6.9 million) of exceptional items and £5.8 million (2001 – £6.2 million)
of goodwill amortisation. These are attributed to the segments as follows:
Exceptional items Goodwill amortisation
2002 2001 2002 2001
£m £m £m £m
Aerospace 0.8 1.6 3.6 3.6
Automotive 0.4 5.1 0.9 1.1
Specialised Industrial 0.1 0.2 1.3 1.4
Total continuing operations 1.3 6.9 5.8 6.1
Discontinued operations – – – 0.1
1.3 6.9 5.8 6.2 28 Senior plc
2 Segment Information continued
b) By geographical Turnover by Turnover by Turnover Turnover Operating Operating Net assets Net assets
market destination destination by origin by origin proﬁt by proﬁt by
origin origin
2002 2001 2002 2001 2002 2001 2002 2001
£m £m £m £m £m £m £m £m
North America 237.2 278.7 252.5 295.0 15.8 19.9 119.7 143.0
United Kingdom 54.2 54.3 68.0 75.0 1.7 5.4 61.7 64.7
Rest of Europe 91.9 90.2 68.4 65.7 (1.7) (2.2) 24.6 30.1
Rest of World 22.9 28.8 17.3 16.3 1.8 (2.1) 5.2 7.6
Total 406.2 452.0 406.2 452.0 17.6 21.0 211.2 245.4
Inter-segment sales (7.5) (7.7) (7.5) (7.7) – – – –
Total continuing operations 398.7 444.3 398.7 444.3 17.6 21.0 211.2 245.4
Discontinued operations 5.7 19.4 5.7 19.4 – 0.3 (3.3) 3.6
404.4 463.7 404.4 463.7 17.6 21.3 207.9 249.0
Operating proﬁts shown above are stated after charging £1.3 million (2001 – £6.9 million) of exceptional items and £5.8 million (2001 – £6.2 million)
of goodwill amortisation. These are attributed to the segments as follows:
Exceptional items Goodwill amortisation
2002 2001 2002 2001
£m £m £m £m
North America 0.5 2.4 2.9 3.2
United Kingdom 0.2 0.2 2.4 2.4
Rest of Europe 0.6 0.3 0.1 0.1
Rest of World – 4.0 0.4 0.4
Total continuing operations 1.3 6.9 5.8 6.1
Discontinued operations – – – 0.1
1.3 6.9 5.8 6.2
c) Net assets reconciliation 2002 2001
£m £m
Net assets, as above 207.9 249.0
Unallocated assets/(liabilities), net 0.8 (1.2)
Net borrowings (87.4) (122.7)
Net assets, per Balance Sheet 121.3 125.1
d) Total exceptional items 2002 2001
£m £m
Reorganisation and rationalisation charges – continuing operations 1.3 2.9
Impairment of goodwill, previously recognised on acquisition of Brazilian operations – 4.0
1.3 6.9
3 Operating Proﬁt
Continuing Discontinued Total Continuing Discontinued Total
2002 2002 2002 2001 2001 2001
£m £m £m £m £m £m
Turnover 398.7 5.7 404.4 444.3 19.4 463.7
Cost of sales (310.8) (4.2) (315.0) (344.2) (14.0) (358.2)
Gross proﬁt 87.9 1.5 89.4 100.1 5.4 105.5
Distribution costs (4.3) (0.1) (4.4) (3.8) (0.1) (3.9)
Administrative expenses (66.0) (1.4) (67.4) (75.3) (5.0) (80.3)
Operating proﬁt 17.6 – 17.6 21.0 0.3 21.3
Administrative expenses comprise:
Administration costs (58.9) (1.4) (60.3) (62.3) (4.9) (67.2)
Rationalisation and reorganisation costs (1.3) – (1.3) (2.9) – (2.9)
Impairment of goodwill ––– (4.0) – (4.0)
Amortisation of goodwill (5.8) – (5.8) (6.1) (0.1) (6.2)
Total administrative expenses (66.0) (1.4) (67.4) (75.3) (5.0) (80.3)
Notes to the Accounts continued Annual Report & Accounts 2002 29
4 Interest Payable
Interest payable comprises:
2002 2001
£m £m
Bank loans and overdrafts 2.2 4.6
All other loans 5.5 5.8
Share of interest charge of associated undertaking – 0.1
7.7 10.5
5 Proﬁt on Ordinary Activities Before Taxation
Proﬁt on ordinary activities before taxation is stated after charging/(crediting):
2002 2001
£m £m
Depreciation – continuing operations 17.5 18.3
– discontinued operations 0.3 0.1
Operating lease rentals – on land and buildings 3.4 3.6
– on plant and equipment 0.9 1.1
Auditors’ remuneration 0.4 0.4
Grant income (0.8) (0.3)
Amounts incurred on research and development during the year amounted to £4.0 million (2001 – £3.4 million), before recoveries from customers
of £0.2 million (2001 – £0.2 million).
Fees payable to Deloitte & Touche for non-audit services amounted to £0.3 million (2001 – £nil). These fees relate to taxation compliance 
and taxation consulting services.
Audit fees include £0.1 million (2001 – £0.1 million) payable in respect of the Company.
6 Employee Costs
Particulars of employees (including Directors) are shown below:
2002 2001
£m £m
Wages and salaries 124.5 137.3
Social security and other costs 14.2 14.9
Pension costs – deﬁned beneﬁt schemes 2.7 1.5
Pension costs – deﬁned contribution schemes 3.3 3.5
144.7 157.2
The average monthly number of persons employed by the Group during the year was as follows:
2002 2001
Number Number
Production 4,551 4,874
Distribution 55 60
Sales 404 472
Administration 494 611
5,504 6,017
Disclosure on Directors’ remuneration, share options, long-term incentive schemes, pension contributions and pension entitlements required by 
the Companies Act 1985 and those speciﬁed for audit by the Financial Services Authority are on pages 13 to 16 within the Report of the Directors
– Remuneration and form part of these audited ﬁnancial statements. 30 Senior plc
Notes to the Accounts continued
7 Tax on Proﬁt on Ordinary Activities
The Group tax charge comprises:
2002 2001
£m £m
Current tax:
UK corporation tax at 30% (2001 – 30%) (0.3) 0.5
Overseas taxation 3.9 2.1
Adjustments in respect of prior years (0.1) (4.3)
Total current tax charge/(credit) 3.5 (1.7)
Deferred tax:
Origination and reversal of timing differences (0.4) 2.6
Adjustments in respect of prior years – 4.1
Total deferred tax (credit)/charge (0.4) 6.7
Share of associated undertaking’s taxation – 0.1
3.1 5.1
Factors affecting the Group tax charge for the year:
The current tax charge/(credit) varies from the standard rate of corporation tax in the UK due to the following factors:
2002 2001
£m £m
Proﬁt on ordinary activities before taxation 7.0 9.5
Adjust:
Amortisation of goodwill 5.8 6.2
Amortisation of goodwill on associated undertaking – 0.1
Impairment of goodwill – 4.0
Loss/(proﬁt) arising on sale of ﬁxed assets 0.5 (0.1)
Loss on disposal of discontinued operations 3.5 0.8
Loss on disposal of associated undertaking – 1.5
Proﬁt on ordinary activities, as adjusted 16.8 22.0
Tax at UK corporation tax rate of 30% (2001 – 30%) 5.0 6.6
Tax deductible goodwill amortisation in overseas subsidiaries (0.6) (1.2)
Unrelieved tax losses 0.7 3.1
Permanent disallowables 0.4 –
Other timing differences originating/(reversing) 1.0 (3.0)
Net effect of different rates of tax on overseas earnings (2.9) (2.8)
Adjustments to current tax charge in respect of prior periods (0.1) (4.3)
Share of associated undertaking’s taxation – (0.1)
Current tax charge/(credit) 3.5 (1.7)
Factors that may affect future tax charges:
The Group’s future mix of overseas proﬁts is anticipated to remain broadly unchanged and hence the Group is anticipating to remain in a current
tax chargeable position in future.
As a result of trading conditions experienced during the current and prior years, taxable losses have arisen in the UK and certain overseas
subsidiary undertakings which are available for offset against future taxable proﬁts in the territories concerned. A deferred tax asset of £8.1 million
has not been recognised in respect of certain of these losses as, based on detailed budgets, it is not anticipated that taxable proﬁts will arise 
in the subsidiary undertakings concerned within the immediate future. Approximately £0.8 million of this potential deferred tax asset may 
be recoverable in the foreseeable future if sufﬁcient proﬁts are generated in the relevant territories.
The Company has £5.0 million of surplus ACT previously written off which is unlikely to be recoverable in the foreseeable future due to the
anticipated ongoing level of dividend payments and UK earnings.
The potential liability in respect of UK corporation tax on unremitted earnings to the UK has not been provided as the Directors have 
no intention to remit the retained earnings of overseas subsidiaries to the UK in the foreseeable future. Annual Report & Accounts 2002 31
8 Dividends 
Rates Rates 2002 2001
per share per share
2002 2001 £m £m
Interim – paid 0.65p 1.84p 2.0 5.6
Final – proposed 1.35p 0.16p 4.1 0.5
2.00p 2.00p 6.1 6.1
9 Earnings per Share
The calculations of basic earnings per share and underlying earnings per share are shown below and have been based on the weighted average
number of ordinary shares in issue and ranking for dividend during the year. 
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue on the assumption of conversion
of all dilutive potential ordinary shares. The Group has only one category of dilutive potential ordinary shares in the current year, being those
share options granted where the exercise price is less than the average price of the Company’s ordinary shares during the year. 
The provision of an underlying earnings per share has been included to identify the performance of operations before amortisation and impairment
of goodwill, proﬁt or loss on sale of ﬁxed assets and loss on disposal of discontinued operations and associated undertakings.
Earnings Earnings Earnings Earnings
per share per share
2002 2001 2002 2001
pence pence £m £m
Basic proﬁt on ordinary activities after taxation 1.29 1.46 3.9 4.4
Adjust:
Amortisation of goodwill 1.88 2.01 5.8 6.2
Amortisation of goodwill on associated undertaking – 0.03 – 0.1
Impairment of goodwill – 1.30 – 4.0
Loss/(proﬁt) arising on sale of ﬁxed assets 0.16 (0.03) 0.5 (0.1)
Loss on disposal of discontinued operations 1.14 0.26 3.5 0.8
Loss on disposal of associated undertaking – 0.48 – 1.5
Underlying earnings 4.47 5.51 13.7 16.9
Weighted average number of shares – basic 306.5m 306.5m
– diluted 306.8m 307.1m
– underlying 306.5m 306.5m
Earnings per share – basic 1.29p 1.46p
– diluted 1.29p 1.45p
– underlying 4.47p 5.51p
10 Group Cash Flow Statement
a) Reconciliation of operating proﬁt to net cash inﬂow from operating activities 2002 2001
£m £m
Group operating proﬁt 17.6 21.3
Depreciation of tangible ﬁxed assets 17.8 18.4
Amortisation of goodwill 5.8 6.2
Impairment of goodwill – 4.0
Decrease in stocks 3.9 4.9
Decrease in debtors 3.2 12.2
Decrease in creditors (1.1) (20.4)
Working capital currency variations (3.3) 0.3
Net cash inﬂow from operating activities 43.9 46.9
The net cash inﬂow from operating activities includes an inﬂow of £0.1 million (2001 – £1.0 million outﬂow) in respect of discontinued activities
and an outﬂow of £2.1 million (2001 – £2.1 million outﬂow) in respect of exceptional items. 32 Senior plc
Notes to the Accounts continued
10 Group Cash Flow Statement continued
b) Reconciliation of net cash ﬂow to movement in net debt 2002 2001
£m £m
Decrease in cash in the period (5.7) –
Decrease in loans 32.3 25.3
Net cash inﬂow on forward contracts (0.2) –
Change in net debt resulting from cash ﬂows 26.4 25.3
Non cash items (1.5) –
Currency variations on net borrowings 10.4 (1.5)
Movement in net debt in the period 35.3 23.8
Net debt at 1 January (122.7) (146.5)
Net debt at 31 December (Note 10c) (87.4) (122.7)
c) Analysis of net debt At Cashﬂow Non Exchange At
1 January cash movement 31 December
2002 items 2002
£m £m £m £m £m
Cash 14.9 (5.1) – (0.2) 9.6
Overdrafts (1.5) (0.6) – 0.1 (2.0)
Debt due within one year (9.8) 9.6 (2.3) 0.1 (2.4)
Debt due after one year (125.7) 22.6 2.3 6.2 (94.6)
Finance leases (0.6) 0.1 (1.5) (0.1) (2.1)
Forward exchange contract gains – (0.2) – 4.3 4.1
Total (122.7) 26.4 (1.5) 10.4 (87.4)
Debt due within one year shown above includes short-term bank borrowings of £nil (2001 – £0.1 million).
The forward exchange contract gains are included with prepayments and accrued income falling due within one year.
Non cash items represent an additional ﬁnance lease liability entered into in the year (2001 – nil).
11 Intangible Fixed Assets – Goodwill
Movements in the year Group Group
2002 2001
£m £m
Cost
At 1 January 119.4 123.1
Adjustments (see below) – (3.5)
Disposals (1.8) –
Currency variations (8.8) (0.2)
At 31 December 108.8 119.4
Amortisation
At 1 January 21.0 10.9
Charge for the year – underlying 5.8 6.2
– impairment – 4.0
Disposals (0.4) –
Currency variations (3.4) (0.1)
At 31 December 23.0 21.0
Net book value
At 31 December 85.8 98.4
The adjustment was a reduction in the estimated deferred consideration payable in respect of QSi Technologies, acquired in June 1998. The purchase
agreement provided for contingent consideration of up to $12.4 million, payable over a period of seven years, and linked to the achievement 
of certain speciﬁed orders. Annual Report & Accounts 2002 33
12 Tangible Fixed Assets
a) Movements in the year Group Group Group Group Group Company
Freehold Leasehold Leasehold Plant and Total Total
land and land and land and equipment
buildings buildings, buildings,
long leases short leases
£m £m £m £m £m £m
Cost or valuation
At 1 January 2002:
– Cost 43.1 0.1 1.4 183.4 228.0 0.6
– Valuation 1.0 – – – 1.0 –
Additions 2.3 – – 10.8 13.1 0.1
Disposals (2.0) – (0.1) (3.8) (5.9) (0.3)
Businesses disposed (1.9) – – (3.5) (5.4) –
Currency variations (1.3) – (0.1) (7.5) (8.9) –
At 31 December 2002 41.2 0.1 1.2 179.4 221.9 0.4
Cost 40.2 0.1 1.2 179.4 220.9 0.4
Professional valuation (see c) below) – 1988 1.0 – – – 1.0 –
At 31 December 2002 41.2 0.1 1.2 179.4 221.9 0.4
Depreciation
At 1 January 2002 7.3 – 0.8 118.2 126.3 0.4
Charge for the year 1.0 – 0.1 16.7 17.8 –
Disposals (0.5) – (0.1) (3.5) (4.1) (0.2)
Businesses disposed (0.2) – – (2.2) (2.4) –
Currency variations (0.1) – (0.1) (5.2) (5.4) –
At 31 December 2002 7.5 – 0.7 124.0 132.2 0.2
Net book value
At 31 December 2002 33.7 0.1 0.5 55.4 89.7 0.2
At 31 December 2001 36.8 0.1 0.6 65.2 102.7 0.2
The depreciable amount included in freehold land and buildings at 31 December 2002 amounted to £37.9 million (2001 – £40.4 million).
b) Plant and equipment includes an immaterial amount of ﬁxtures and ﬁttings.
c) The professional valuations of freehold properties were undertaken by Chesterton, International Property Consultants on the basis of open
market value for continued existing use of the properties concerned.
d) The net book value of ﬁxed assets includes £2.7 million (2001 – £1.2 million) in respect of assets held under ﬁnance leases. The related
depreciation charge was £0.1 million (2001 – £0.1 million).
e) Original cost and related depreciation of the Group’s land and buildings included at valuation above comprise:
Freehold land Freehold land
and buildings and buildings
2002 2001
£m £m
Original cost 0.4 0.4
Depreciation based on cost (0.3) (0.3)
0.1 0.1
The closing net book value of the Company’s ﬁxed assets comprises plant and equipment. 34 Senior plc
Notes to the Accounts continued
13 Fixed Asset Investments
a) Investments Group Group Company Company
2002 2001 2002 2001
£m £m £m £m
Shares at cost less amounts written off – – 0.3 0.3
Loans due from subsidiary undertakings – – 410.7 443.2
Capital contributions to subsidiary undertaking – – 30.0 30.0
Investment in own shares held by the Employee Beneﬁt Trust 0.2 0.2 0.2 0.2
0.2 0.2 441.2 473.7
The Principal Group Undertakings in which the Company and the Group had investments at the year-end are listed on page 47. 
b) Movements on investments in subsidiary undertakings in the year Company
£m
At 1 January 2002 473.5
Decrease in loans to subsidiary undertakings (32.5)
At 31 December 2002 441.0
c) Movements in investment in own shares held by the Employee Beneﬁt Trust in the year Group Company
£m £m
At 1 January 2002 0.2 0.2
Amortisation ––
At 31 December 2002 0.2 0.2
Further information on the number and market value of shares held is included in the Report of the Directors – Remuneration on pages 13 to 16.
14 Stocks
Group Group
2002 2001
£m £m
Raw materials and consumables 19.4 21.9
Work-in-progress 18.0 20.3
Finished goods and goods for resale 8.9 10.0
46.3 52.2
The estimated replacement cost of stocks is not materially different from historical cost.
15 Debtors
Group Group Company Company
2002 2001 2002 2001
£m £m £m £m
Amounts falling due within one year:
Trade debtors 57.3 62.4 – –
Amounts recoverable on contracts 3.6 2.8 – –
Due from subsidiary undertakings – – 0.7 1.7
Current tax recoverable 0.7 2.8 – 0.7
Value added tax 1.6 1.4 – –
Other debtors 1.3 1.1 0.7 0.1
Prepayments and accrued income 9.3 4.6 0.5 0.7
73.8 75.1 1.9 3.2
Amounts falling due after more than one year: 
Trade debtors 0.2 0.2 – –
Other debtors 0.7 0.7 – –
Pension costs (Note 24) 1.5 2.7 4.1 4.6
2.4 3.6 4.1 4.6
Total debtors 76.2 78.7 6.0 7.8 Annual Report & Accounts 2002 35
16 Creditors: Amounts Falling Due Within One Year
Group Group Company Company
2002 2001 2002 2001
£m £m £m £m
Bank overdrafts 2.0 1.5 9.2 5.7
Short-term bank loans (Note 18) – 0.1 – –
Current portion of long-term loans (Note 18) 2.4 9.7 2.4 9.5
Obligations under ﬁnance leases (Note 18) 0.2 0.1 – –
Trade creditors 33.7 37.8 0.2 0.2
Current tax payable 4.4 2.9 1.5 0.2
Social security and PAYE 4.1 3.2 – –
Value added tax 0.4 0.6 – 0.1
Proposed dividend 4.1 0.5 4.1 0.5
Other creditors and accruals 35.0 35.6 4.3 5.5
86.3 92.0 21.7 21.7
Bank overdrafts are stated net of certain cash balances in accordance with the Group’s banking arrangements.
17 Creditors: Amounts Falling Due After More Than One Year
Group Group Company Company
2002 2001 2002 2001
£m £m £m £m
Loans (Note 18) 94.6 125.7 87.0 117.2
Loans due to subsidiary undertakings – – 217.0 228.3
Obligations under ﬁnance leases (Note 18) 1.9 0.5 – –
Other creditors 1.0 1.3 – –
97.5 127.5 304.0 345.5
Loans comprise:
Revolving credit facility (Note 23c) 31.8 63.3 24.2 54.8
Other bank loans – 0.1 – –
Other loans – 0.2 – –
Less – current portion (2.4) (9.8) (2.4) (9.5)
29.4 53.8 21.8 45.3
8.57% Private placement loan – 2004 (Note 23d) 3.1 3.4 3.1 3.4
8.75% Private placement loans – 2007 (Note 23d) 15.5 17.1 15.5 17.1
6.52% Private placement loans – 2008 (Note 23d)* 46.6 51.4 46.6 51.4
65.2 71.9 65.2 71.9
Total loans falling due after more than one year 94.6 125.7 87.0 117.2
*Due for repayment (not by instalments) after more than ﬁve years.
Amounts drawn down under the revolving credit facility comprise £2.4 million equivalent that is repayable in June 2003, £10.7 million equivalent
that is repayable in June 2004, and £18.7 million equivalent that falls due for repayment during the period January to March 2003 and which
may be rolled over under the terms of the facility as outlined in Note 23c. Accordingly, under the terms of Financial Reporting Standard No.4,
the £18.7 million has been classiﬁed as payable between one and two years (see Note 18). 36 Senior plc
Notes to the Accounts continued
18 Maturity Proﬁle of Gross Indebtedness
Group Group Company Company
2002 2001 2002 2001
£m £m £m £m
Borrowings are repayable as follows:
In one year or less or on demand:
– Bank overdrafts 2.0 1.5 9.2 5.7
– Bank loans 2.4 9.6 2.4 9.5
– Other loans – 0.2 – –
In more than one year but not more than two years:
– Bank loans 29.4 2.2 21.8 2.2
– Other loans 3.1 – 3.1 –
In more than two years but not more than ﬁve years:
– Bank loans – 51.6 – 43.1
– Other loans 15.5 3.4 15.5 3.4
In more than ﬁve years:
– Other loans 46.6 68.5 46.6 68.5
Total borrowings 99.0 137.0 98.6 132.4
Obligations under ﬁnance leases are repayable as follows:
– In one year or less 0.2 0.1 – –
– In more than one year but not more than two years 0.2 0.1 – –
– In more than two years but not more than ﬁve years 0.6 0.1 – –
– In more than ﬁve years 1.1 0.3 – –
Total obligations under ﬁnance leases 2.1 0.6 – –
Total gross indebtedness 101.1 137.6 98.6 132.4
Materially all loans are unsecured and are repayable other than by instalments.
19 Financial Instruments
The Group’s policies as regards derivatives and ﬁnancial instruments are set out in the Finance Director’s Review (pages 8 and 9) and in the
Accounting Policies (pages 25 to 27). The Group does not trade in ﬁnancial instruments.
Short-term debtors and creditors have been omitted from all disclosures other than the currency proﬁle.
(i) Maturity proﬁle of ﬁnancial liabilities
The Group’s gross indebtedness comprising loans £97.0 million (2001 – £135.5 million), overdrafts £2.0 million (2001 – £1.5 million) and ﬁnance
leases £2.1 million (2001 – £0.6 million) together with other non-interest bearing liabilities (largely deferred consideration on past acquisitions)
is repayable over the following periods:
Repayable period Gross Other Total Gross Other Total
debt debt
2002 2002 2002 2001 2001 2001
£m £m £m £m £m £m
In one year or less or on demand 4.6 – 4.6 11.4 – 11.4
In more than one year but 
not more than two years 32.7 0.7 33.4 2.3 0.9 3.2
In more than two years but 
not more than ﬁve years 16.1 0.3 16.4 55.1 0.4 55.5
In more than ﬁve years 47.7 – 47.7 68.8 – 68.8
Gross ﬁnancial liabilities 101.1 1.0 102.1 137.6 1.3 138.9
The Group had the following undrawn borrowing facilities at 31 December:
2002 2001
£m £m
Committed:
Expiring in less than one year 11.9 15.0
Expiring in more than one year but not more than two years 51.3 –
Expiring in more than two years but not more than ﬁve years – 34.5
Uncommitted 16.5 26.0
Total unused facilities 79.7 75.5 Annual Report & Accounts 2002 37
19 Financial Instruments continued
(ii) Interest and currency proﬁle of ﬁnancial liabilities
a) The gross ﬁnancial liabilities of the Group, comprising private placement loans, borrowings under the revolving credit facilities and general
overdraft arrangements, together with other non-interest bearing liabilities have the following interest rate and currency proﬁle:
At 31 December 2002 Total Floating Fixed Non- Weighted Weighted
Currency rate rate interest average average
(see below) bearing rate – years for
ﬁxed which rate
£m £m £m £m is ﬁxed
Sterling 4.0 4.0 ––––
US dollar 72.4 6.6 65.2 0.6 7.53% 5.6
Euro 22.8 8.8 13.6 0.4 4.33% 0.5
Other 2.9 2.9 ––––
102.1 22.3 78.8 1.0
At 31 December 2001 Total Floating Fixed Non- Weighted Weighted
Currency rate rate interest average average
(see below) bearing rate – years for
ﬁxed which rate
£m £m £m £m is ﬁxed
Sterling 6.0 6.0 ––––
US dollar 105.1 21.9 82.2 1.0 7.43% 5.8
Euro 19.9 8.2 11.4 0.3 4.40% 1.5
Other 7.9 7.9––––
138.9 44.0 93.6 1.3
Interest rates are based on appropriate LIBOR rates at the time of the draw down under the revolving credit facilities and overdraft arrangements.
The weighted average period to maturity of the non-interest bearing liabilities by currency is: US dollar 1.7 years (2001 – 2.0 years) 
and Euro 2.4 years (2001 – 2.2 years).
b) The Group’s ﬁnancial assets, including cash at hand and in bank £9.6 million (2001 – £14.9 million), have the following interest rate and currency
proﬁle at 31 December:
Currency Total Floating Non- Total Floating Non-
rate interest rate interest
(see below) bearing (see below) bearing
2002 2002 2002 2001 2001 2001
£m £m £m £m £m £m
Sterling 1.6 1.2 0.4 3.4 3.0 0.4
US dollar 3.2 2.6 0.6 8.7 8.1 0.6
Euro 2.3 2.2 0.1 1.3 1.3 –
Other 3.6 3.6 – 2.6 2.5 0.1
10.7 9.6 1.1 16.0 14.9 1.1
Interest on bank deposits is based on prevailing, short-term money market interest rates at time of deposit.
The weighted average period to maturity of non-interest bearing assets by currency is: sterling 2.3 years (2001 – 2.3 years); US dollar 10.2 years
(2001 – 10.5 years); Euro 2.5 years (2001 – nil) and other currencies nil years (2001 – 1.5 years).
(iii) Fair values of ﬁnancial assets and liabilities Book value Fair value Book value Fair value
2002 2002 2001 2001
£m £m £m £m
Cash at bank 9.6 9.6 14.9 14.9
Debtors due in more than one year 0.9 0.9 0.9 0.9
Other assets 0.2 0.2 0.2 0.2
Gross ﬁnancial assets 10.7 10.7 16.0 16.0
Gross debt 101.1 104.6 (137.6) (135.8)
Other creditors due in more than one year 1.0 1.0 (1.3) (1.3)
Gross ﬁnancial liabilities 102.1 105.6 (138.9) (137.1)
Interest rate lock and rate swaps – (1.4) – (2.0)
Forward rate agreements 4.9 5.2 0.1 (0.4) 38 Senior plc
Notes to the Accounts continued
19 Financial Instruments continued
Market values have been used to determine the fair value of the interest rate swaps and the foreign currency forward rate agreements. Other items
have been valued by discounting expected cash ﬂows at prevailing interest rates at the year-end.
(iv) Currency proﬁle
As noted in the Finance Director’s Review on pages 8 and 9 the majority of the Group’s operations trade predominantly in their own functional
currency and where this is not the case exposures are covered on a twelve month rolling basis using forward contracts. Transaction exposure
giving rise to net currency gains and losses reported in the Proﬁt and Loss Account is therefore not considered signiﬁcant.
(v) Hedging Total net Total net
Gains Losses gains/(losses) Gains Losses gains/(losses)
2002 2002 2002 2001 2001 2001
£m £m £m £m £m £m
Unrecognised gains/(losses) on hedges at 1 January – (2.5) (2.5) – (2.0) (2.0)
(Gains)/losses arising in previous years that were 
recognised in current year –1.2 1.2 –0.3 0.3
Gains/(losses) arising in previous years that were 
not recognised in current year – (1.3) (1.3) – (1.7) (1.7)
Gains/(losses) arising in the current year that were 
not recognised 0.3 (0.1) 0.2 – (0.8) (0.8)
Unrecognised gains/(losses) on hedges at 31 December 0.3 (1.4) (1.1) – (2.5) (2.5)
Of which:
Amount expected to be recognised within one year 0.3 (0.3) – – (0.7) (0.7)
Amount expected to be recognised after one year – (1.1) (1.1) – (1.8) (1.8)
As explained in the Finance Director’s Review on pages 8 and 9 the Group’s policy is to hedge transaction exposures, translation of overseas
assets and interest rate exposures. Of these only the hedging of transaction exposures and interest rate exposures gives rise to unrecognised 
gains and losses which may ultimately be recognised in the Proﬁt and Loss Account.
20 Provisions for Liabilities and Charges
Group Group Company Company
2002 2001 2002 2001
£m £m £m £m
Deferred tax 1.1 1.0 0.2 –
Pension and other post-retirement beneﬁt costs (Note 24) 1.6 1.5 – –
2.7 2.5 0.2 –
The movement in pension and other post-retirement beneﬁt costs represents a charge to the Proﬁt and Loss Account.
Analysis of Group deferred tax provided is as follows:
Group Group Company Company
provided provided provided provided
2002 2001 2002 2001
£m £m £m £m
Accelerated capital allowances 0.4 0.6 – –
Timing differences related to pension costs 1.2 1.4 1.2 1.4
Short-term timing differences 1.0 0.7 (0.2) (0.5)
Tax losses carried forward (1.5) (1.7) (0.8) (0.9)
Net deferred tax liability 1.1 1.0 0.2 –
Movement in deferred tax liability Group Company
£m £m
At 1 January 2002 1.0 –
Credit to proﬁt and loss account – UK (0.4) (0.1)
– Overseas ––
Charge to statement of total recognised gains and losses – UK 0.3 0.3
Currency variations 0.2 –
At 31 December 2002 1.1 0.2 Annual Report & Accounts 2002 39
21 Share Capital
2002 2001
£m £m
Authorised:
500.0 million 10p ordinary shares (2001 – 500.0 million) 50.0 50.0
Issued:
307.4 million 10p ordinary shares – fully paid (2001 – 307.4 million) 30.7 30.7
1984 Executive Share Option Scheme:
Date of grant Subscription Normal exercise Executive Granted Lapsed Exercised Executive
price period options options
2001 2002 2002 2002 2002
7 May 1992 78.37p 7 years to 6 May 2002 112,980 – 112,980 – –
The subscription prices and numbers of shares have been adjusted for rights issues subsequent to the grant dates. These Executive Options 
are normally exercisable between three and ten years from the date of grant.
No options granted under the 1999 Executive Share Option Plan were exercised during 2002. At 31 December 2002 there were outstanding:
1999 Executive Share Option Plan:
Date of grant Subscription Normal exercise Executive Granted Lapsed Exercised Executive
price period options options
2001 2002 2002 2002 2002
13 May 1999 154.35p 3 years to 12 May 2005 1,100,919 – 504,155 – 596,764
5 April 2000 82.50p 3 years to 4 April 2004 227,272 – – – 227,272
13 September 2000 54.17p 3 years to 12 September 2006 4,264,989 – 767,926 – 3,497,063
10 October 2000 53.33p 3 years to 9 October 2006 624,087 – 481,661 – 142,426
23 March 2001 52.58p 3 years to 22 March 2007 625,000 – 200,000 – 425,000
11 April 2001 52.58p 3 years to 10 April 2007 105,000 – – – 105,000
31 October 2001 30.00p 3 years to 30 October 2007 835,000 – 80,000 – 755,000
7,782,267 – 2,033,742 – 5,748,525
These options will normally only become exercisable provided that the Group’s Underlying Earnings per Share grows by not less than 4% per annum
compound above the growth in the UK Retail Price Index over a period of three or more financial years commencing in January of the year 
of grant, and will lapse if not exercised within six years of the date of grant.
No shares were allotted in respect of options granted under the Savings Related Share Option Plan during the year. At 31 December 2002
there were outstanding:
Savings Related Share Option Plan:
Date of grant Subscription Normal exercise Sharesave Granted Lapsed Exercised Sharesave
price period options options
2001 2002 2002 2002 2002
22 November 1996 96.00p 6 months to 31 July 2002 350,325 – 346,732 – 3,593
3 October 1997 129.50p 6 months to 31 May 2003 92,745 – 1,065 – 91,680
6 October 1998 114.00p 6 months to 31 May 2002 109,880 – 109,880 – –
6 October 1998 114.00p 6 months to 31 May 2004 162,855 – 20,151 – 142,704
1 October 1999 91.50p 6 months to 31 May 2003 247,339 – 88,001 – 159,338
1 October 1999 91.50p 6 months to 31 May 2005 88,359 – 9,809 – 78,550
6 October 2000 43.50p 6 months to 31 May 2004 2,087,675 – 1,098,974 – 988,701
6 October 2000 43.50p 6 months to 31 May 2006 787,785 – 456,506 – 331,279
9 October 2001 42.00p 6 months to 31 May 2005 1,769,868 – 682,483 – 1,087,385
9 October 2001 42.00p 6 months to 31 May 2007 656,953 – 131,778 – 525,175
6 September 2002 25.25p 6 months to 31 May 2006 – 3,133,721 37,623 – 3,096,098
6 September 2002 25.25p 6 months to 31 May 2008 – 1,514,036 – – 1,514,036
6,353,784 4,647,757 2,983,002 – 8,018,539 40 Senior plc
Notes to the Accounts continued
22 Reconciliation of Movements in Shareholders’ Funds
a) Group Share Share Other reserves Proﬁt Total
capital premiumRevaluation Special Total and loss
account account
£m £m £m £m £m £m £m
At 1 January 2002 30.7 3.5 0.7 17.0 17.7 73.2 125.1
Proﬁt for the ﬁnancial year ––––– 3.9 3.9
Dividends ––––– (6.1) (6.1)
Currency variations ––––– (1.6) (1.6)
At 31 December 2002 30.7 3.5 0.7 17.0 17.7 69.4 121.3
Cumulative goodwill written off against reserves is as follows:
Total
£m
At 1 January 2002 and 31 December 2002 59.0
b) Company Share Share Other Proﬁt Total
capital premium reserve and loss
account account
£m £m £m £m £m
At 1 January 2002 30.7 3.5 83.8 4.9 122.9
Proﬁt for the ﬁnancial year (2001 – £4.1 million) ––– 7.2 7.2
Dividends – – – (6.1) (6.1)
At 31 December 2002 30.7 3.5 83.8 6.0 124.0
In accordance with Section 230 of the Companies Act 1985, the Company has not presented its own Proﬁt and Loss Account.
c) Group and Company
Shareholders’ funds are attributable entirely to equity interests.
In 1997, £87.0 million of the Share Premium Account was cancelled and replaced by a Special Reserve against which Group goodwill, arising on
acquisitions since completion of the previous restructuring of shareholders’ funds in June 1991 and December 1997, of £70.0 million has been
set off. Subject to ﬁrst settling existing creditors, this reserve becomes distributable by the Company to the extent of future increases in issued
share capital and Share Premium Account or may be used in the write off of goodwill in the Company’s investments in its own direct subsidiaries.
23 Guarantees and Other Financial Commitments
a) Capital commitments
Capital commitments of the Group contracted for but not provided for in the Accounts at 31 December 2002 were £0.6 million (2001 – £2.1 million).
The Company had capital commitments at 31 December 2002 of £nil (2001 – £nil).
b) Operating lease commitments
The Group leases certain land and buildings and plant and equipment. The net rental for 2002 on the land and buildings leases was £3.4 million
(2001 – £3.6 million). The rents payable under these leases are subject to renegotiation at various intervals speciﬁed in the leases. The total
rental for 2002 on the plant and equipment leases was £0.9 million (2001 – £1.1 million). The lease agreements provide that the Group pays
substantially all insurance, maintenance and repairs.
The minimum annual rental commitments under the foregoing leases are as follows:
2002 2002 2001 2001
Land and Plant and Land and Plant and
buildings equipment buildings equipment
£m £m £m £m
Operating leases which expire:
Within one year 0.6 0.2 0.4 0.3
Between two and ﬁve years 1.1 0.7 2.0 0.9
After ﬁve years 1.1 – 1.0 –
2.8 0.9 3.4 1.2 Annual Report & Accounts 2002 41
23 Guarantees and Other Financial Commitments continued
The net rental for 2002 payable by the Company on a land and buildings lease was £0.2 million (2001 – £0.2 million). The minimum annual
rental commitment under this lease, which expires after ﬁve years, is £0.2 million (2001 – £0.2 million). 
The Company has guaranteed £1.0 million (2001 – £1.0 million) of annual lease commitments of certain subsidiary undertakings.
c) Revolving credit facility
The Company is a guarantor, jointly and severally, with certain subsidiary undertakings, of a committed five year £83.1 million 
(originally £100.0 million) multi-currency revolving credit facility for the Group dated 28 June 1999 and maturing in June 2004.
Of the total facility, a tranche of originally £30.0 million was committed for 364 days only. 
In 2000 and 2001 the Company exercised a term out option converting US$15.0 million (subsequently reduced to US$13.9 million) 
and €3.6 million into two year loans maturing in June 2002 and June 2003 respectively. During 2002 the US$13.9 million loan was repaid 
and the Company exercised a term out option converting €14.0 million and US$2.5 million into two year loans maturing at the end 
of the facility in June 2004. The remaining balance of the £30.0 million tranche was then cancelled.
At 31 December 2002 the total amounts borrowed under the facility were £31.8 million (2001 – £63.3 million) comprising £4.0 million, 
€28.9 million, US$10.3 million and Swedish kroner 35.0 million.
d) Private placement loans
The Company is a guarantor, jointly and severally, with certain subsidiary undertakings of US$75.0 million (2001 – US$75.0 million) 
unsecured loan notes under agreements dated 22 October 1998.
The Company is a guarantor, jointly and severally, with certain subsidiary undertakings of US$30.0 million (2001 – US$30.0 million) 
unsecured loan notes under amended and restated agreements dated 31 October 1995 and 15 January 1999.
e) Bank guarantees
The Company is a guarantor, jointly and severally, with certain UK subsidiary undertakings, of all indebtedness of these subsidiary 
undertakings to two of the Group’s UK clearing bankers.
The Company is a guarantor of all indebtedness of certain US subsidiary undertakings to its US clearing bankers.
f) Forward exchange contracts
The Group enters into forward exchange contracts as part of its hedging policy on exchange exposures arising on translation of overseas assets
into sterling. At 31 December 2002, the Group had entered into forward contracts to sell US dollars and Euros for a total sterling value 
of £44.9 million (2001 – £59.5 million). These contracts all mature within one year.
24. Pension Costs and Other Post-Retirement Beneﬁt Costs
The Group has continued to account for pension costs and other post-retirement beneﬁt costs in accordance with SSAP24 “Accounting for Pension
Costs” and the disclosures given, in a) below, are those required by that standard. Whilst the timetable for the full implementation of Financial
Reporting Standard No.17 “Retirement Beneﬁts” has been delayed by the Accounting Standards Board, the supplementary transitional disclosures 
it requires are included in b) below.
a) The Group operates a number of pension plans in the UK, North America and Europe. These include both deﬁned contribution arrangements
covering 59% of the Group’s employees and deﬁned beneﬁt arrangements covering 30% of the Group’s employees.
Deﬁned beneﬁt plans are operated in the UK and the USA. The assets are held in separate trustee administered funds managed by independent
ﬁnancial institutions and have pension costs assessed by consulting actuaries using the projected unit method.
The total deﬁned beneﬁt pension costs for the Group were £2.7 million (2001 – £1.5 million). In the prior year the UK plan charge beneﬁted from 
a credit of £0.4 million in respect of the amortisation of the plan surplus and interest on the excess of the amount funded over the accumulated
pension costs. In the current year, due to the reduced surplus shown by the latest valuation, the same items increased the charge by £0.3 million.
In the UK the plan is valued on a triennial basis with the latest valuation having taken place at 6 April 2001. At this date the valuation showed
the value of assets held was £115 million and that the actuarial value of assets held was 100% of the beneﬁts that had accrued to members
after allowing for future increases in earnings. It was assumed that future investment returns would exceed pay increases by 3.0% per annum
and would exceed both inﬂation and pension increases by 3.5% per annum. 42 Senior plc
Notes to the Accounts continued
24. Pension Costs and Other Post-Retirement Beneﬁt Costs continued
In the USA the plans are valued annually and at 31 December 2002 the market value of the assets was US$20.6 million (2001 – US$23.5 million),
being 68% (2001 – 87%) of the pension obligations. 
The excess of the amount funded over the accumulated pension costs for the Group of £1.5 million (2001 – £2.7 million) is included within debtors
falling due after more than one year. The excess of the amount funded over the accumulated pension costs for the Company of £4.1 million
(2001 – £4.6 million) is included within debtors falling due after more than one year. 
The cost of post-retirement healthcare beneﬁts in both 2002 and 2001 was not material. The cumulative cost of beneﬁts accrued in earlier years
is being spread over the expected average remaining service life of plan members and a provision of £0.3 million (2001 – £0.3 million) is included
in the Group Balance Sheet. In addition the Group has recorded a provision of £1.3 million (2001 – £1.2 million) in respect of the unfunded
pension obligations arising on businesses acquired during 1994. These amounts are not expected to change under FRS17.
b) FRS17 Retirement Beneﬁts
In addition to the above the Group has a number of different defined contribution and government sponsored arrangements in place in the
countries in which it operates. None of these are individually material to the Group and the aggregate cost of such schemes for the period was
£3.3 million (2001 – £3.5 million). A total of £1.9 million (2001 – £2.7 million) of contributions were outstanding at the year-end. The above
figures include one small multi-employer defined benefit scheme in which it is not possible to identify the Group’s share of the underlying
assets and liabilities. Consequently the scheme has been accounted for as a deﬁned contribution scheme as permitted by Financial Reporting
Standard 17 paragraph 9(b). The Group is not aware of any surplus or deﬁcit in this scheme that will cause contribution rates to vary signiﬁcantly
in the next year.
The calculations used for FRS17 disclosures have been based on the most recent actuarial valuations, updated as necessary to take account 
of the requirements of FRS17 in order to assess the position of the plans at 31 December 2002.
UK Plan 31 December 2002 31 December 2001
Plan assets Fair value Expected Fair value Expected
£m rate of return £m rate of return
Equities 45.4 7.0% 57.0 7.5%
Bonds 19.0 5.0% 16.8 5.5%
Gilts 30.2 4.0% 30.9 4.5%
Cash and other 2.5 3.0% 6.4 3.5%
Total 97.1 5.6% 111.1 6.1%
Present value of plan liabilities (131.5) (116.5)
Scheme surplus/(deﬁcit) (34.4) (5.4)
% funding 73.8% 95.4%
Contribution rates for current year 10.7% 10.4%
Contributions made in the current year £1.4m £1.4m
Contribution rates for next year 10.7% 10.4%
Major assumptions (per annum %)
Inﬂation 2.25% 2.5%
Increase in salaries 3.25% 3.5%
Increase in pensions 2.25% 2.5%
Increase in deferred pensions 2.25% 2.5%
Rate used to discount scheme liabilities 5.5% 6.0%
Average future investment returns 5.6% 6.5% Annual Report & Accounts 2002 43
24. Pension Costs and Other Post-Retirement Beneﬁt Costs continued
Movement in the scheme deﬁcit during the year £m
Deﬁcit at 1 January (5.4)
Current service cost (1.3)
Contributions 1.4
Other ﬁnance income (0.2)
Actuarial loss (28.9)
Deﬁcit at 31 December (34.4)
The UK plan shows a deﬁcit under FRS17 of £34.4 million, but was fully funded at the last valuation date under SSAP24. The difference arises
principally due to the method of discounting the plan liabilities and the movement in asset values since that time. Under SSAP24, the liabilities
are discounted at a long-term portfolio average rate of return, in effect, matching the discount rate with the expected long-term investment
performance of the fund. Under FRS17 the liabilities are discounted at a long-term high quality (AA) corporate bond rate effective at the point
of valuation. This method is expected to lead to considerable volatility in the net pension balance reported in the balance sheet under FRS17.
Had the Group adopted FRS17 early the following items would have been recorded in the accounts in respect of the UK schemes:
(i) Amount that would have been charged to operating proﬁt 2002
£m
Service cost 1.3
(ii) Amount that would have been included as other ﬁnance income 2002
£m
Expected return on scheme assets 6.7
Interest on scheme liabilities (6.9)
(0.2)
(iii) Amount that would have been included in the Statement of Total Recognised Gains and Losses 2002 2002
£m % of assets
Difference between actual and expected return (17.4) (18)
Experience gains and losses on scheme liabilities (5.9) (6)
Effect of changes in assumptions (5.6)
(28.9) (30)
US Plan 31 December 2002 31 December 2001
Plan assets Fair value Expected Fair value Expected
£m rate of return £m rate of return
Equities 12.8 8% 16.1 8%
Bonds – –
Other – –
Total 12.8 8% 16.1 8%
Present value of plan liabilities (18.7) (18.4)
Scheme surplus/(deﬁcit) (5.9) (2.3)
% funding 68.4% 87.5%
Contribution rates for current year 1.0% –
Contributions made in the current year £0.2m £0.0m
Contribution rates for next year 3.9% 1.0%
Major assumptions (per annum %)
Inﬂation 2.5% 2.5%
Increase in salaries 4.0% 4.0%
Increase in pensions 2.5% 2.5%
Increase in deferred pensions 2.5% 2.5%
Rate used to discount scheme liabilities 6.75% 7.25%
Average future investment returns 8.0% 8.0% 44 Senior plc
24. Pension Costs and Other Post-Retirement Beneﬁt Costs continued
Movement in the scheme deﬁcit during the year £m
Deﬁcit at 1 January (2.3)
Current service cost (0.6)
Contributions 0.2
Other ﬁnance income (0.1)
Actuarial loss (3.4)
Exchange 0.3
Deﬁcit at 31 December (5.9)
The US plan shows a deﬁcit of £5.9 million, whilst under SSAP24 the accounts currently only include a liability of £1.2 million. The plan deﬁcit
includes prior service liabilities and actuarial losses, that for accounting purposes are being spread over the average remaining life of the employees
and therefore have yet to be recognised in the accounts.
Had the Group adopted FRS17 early the following items would have been recorded in the accounts in respect of the US schemes:
(i) Amount that would have been charged to operating proﬁt 2002
£m
Service cost 0.6
(ii) Amount that would have been included as other ﬁnance income 2002
£m
Expected return on scheme assets 1.2
Interest on scheme liabilities (1.3)
(0.1)
(iii) Amount that would have been included in the Statement of Total Recognised Gains and Losses 
2002 2002
£m % of assets
Difference between actual and expected return (2.5) (19)
Experience gains and losses on scheme liabilities 0.1 –
Effect of changes in assumptions (1.0)
Exchange 0.3
(3.1) (24)
If the Group had adopted FRS17 early the Group proﬁt and loss reserve would have been restated as follows:
£m
Proﬁt and loss reserves as currently stated 69.4
Less: SSAP24 prepayment (1.5)
Less: FRS17 deﬁcit (40.3)
Add: related deferred tax asset 12.7
40.3
Notes to the Accounts continued Annual Report & Accounts 2002 45
25 Acquisitions and Disposals
a) The following disposals of businesses took place during the year:
In September 2002, the Group’s four European Expansion Joints operations, comprising the share capital of Senior Flexonics Bredan A/S 
and the businesses conducted by BHC a.s., Senior Flexonics Polska Spólka zo.o. and the UK Expansion Joints Division of Senior UK Limited, 
were sold at a combined loss of £3.5 million, including the write-off of £1.4 million of goodwill.
b) The effect of business disposals during the year was as follows:
2002 2001
Disposals Disposals
£m £m
Goodwill (1.4) –
Property, plant and equipment (Note 12) (3.0) (1.3)
Stocks (2.0) (3.6)
Debtors (2.9) (2.2)
Cash/bank overdrafts – (0.4)
Creditors 2.0 2.5
Current taxation – 0.5
(Proﬁt)/loss on sale 3.5 (2.8)
(3.8) (7.3)
Consideration:
Cash received (3.1) (7.9)
Costs 0.3 0.7
Deferred consideration receivable (1.0) (0.1)
(3.8) (7.3)
The £2.2 million net cash inﬂow shown in the Group Cash Flow Statement comprises net cash receipts of £2.8 million in respect of current year
disposals offset by the settlement of £0.6 million deferred consideration payable in respect of previous acquisitions.
c) The 2001 loss on disposal of discontinued operations relates to the disposal of Polenz GmbH in March 2001, the Senior Air Systems businesses
in June 2001 and Senior Flexonics Australia Pty. and Senior Flexonics New Zealand Limited in October 2001. This loss comprises the £2.8 million
proﬁt analysed above and a £3.6 million charge in respect of goodwill previously written off to reserves.
d) The 2001 loss on disposal of associated undertakings relates to the disposal of the Group’s total investment in its associated undertakings, 
a 20% shareholding in Techno Flex Company Limited, in June 2001. 46 Senior plc
2002 2001 2000 1999 1998
Group proﬁt and loss accounts £m £m £m £m £m
Turnover
Continuing operations 398.7 444.3 460.8 416.8 359.6
Discontinued operations 5.7 19.4 44.6 80.0 150.0
404.4 463.7 505.4 496.8 509.6
Operating proﬁt before impairment and amortisation of goodwill
Continuing operations 23.4 31.1 34.1 23.9 45.7
Discontinued operations – 0.4 (3.0) (4.0) 6.4
23.4 31.5 31.1 19.9 52.1
Impairment of goodwill – (4.0) – (12.8) –
Amortisation of goodwill (5.8) (6.2) (6.1) (3.6) (1.1)
Operating proﬁt 17.6 21.3 25.0 3.5 51.0
Share of operating proﬁt in associate net of amortisation of goodwill – 0.2 1.0 0.5 –
Speciﬁed exceptional items* (4.0) (2.2) (15.9) (25.4) 0.9
Interest payable, net (6.6) (9.8) (9.3) (5.4) (2.4)
Proﬁt/(loss) before taxation 7.0 9.5 0.8 (26.8) 49.5
Taxation (3.1) (5.1) (0.9) (4.1) (14.2)
Proﬁt/(loss) after taxation 3.9 4.4 (0.1) (30.9) 35.3
Dividends (6.1) (6.1) (15.0) (14.9) (14.3)
(Loss)/proﬁt for the year (2.2) (1.7) (15.1) (45.8) 21.0
Depreciation 17.8 18.4 18.3 17.0 15.8
Gross capital expenditure (including ﬁnance lease assets) 13.1 16.5 17.4 35.6 37.5
Basic earnings/(loss) per share 1.29p 1.46p (0.08)p (10.08)p 11.61p
Diluted earnings/(loss) per share 1.29p 1.45p (0.08)p (10.06)p 10.54p
Underlying earnings per share 4.47p 5.51p 5.87p 6.03p 11.75p
Dividends per share 2.00p 2.00p 4.88p 4.88p 4.69p
Group balance sheets
Fixed assets 175.7 201.3 227.1 226.2 179.0
Net current assets 45.8 53.8 62.6 66.5 92.8
Creditors due after one year (97.5) (127.5) (162.1) (154.3) (115.8)
Provisions for liabilities and charges (2.7) (2.5) (3.5) (2.7) (3.5)
Net assets 121.3 125.1 124.1 135.7 152.5
Borrowings, gross (101.1) (137.6) (162.9) (150.4) (110.4)
Less cash (including deposits and forward exchange contracts) 13.7 14.9 16.4 9.6 31.8
Net borrowings (87.4) (122.7) (146.5) (140.8) (78.6)
Gearing, net 72.0% 98.1% 118.0% 103.8% 51.6%
Group cash ﬂow
Cash inﬂow from operating activities 43.9 46.9 50.1 36.8 75.2
Tax receipts/(payments) 0.3 7.0 (4.9) (9.1) (14.4)
Interest payments, net (7.3) (9.7) (8.7) (6.7) (2.2)
Capital expenditure (including ﬁnance leases) less disposals (11.7) (15.6) (16.8) (30.7) (35.1)
Free cash ﬂow 25.2 28.6 19.7 (9.7) 23.5
Dividends paid (2.5) (15.0) (15.0) (14.5) (13.4)
Acquisitions less disposals 2.2 11.5 (3.8) (36.5) (67.5)
Dividend income from associated undertaking – 0.2 0.2 0.1 –
Proceeds from share issues – – 0.1 0.3 0.1
Own shares purchased by the Employee Beneﬁt Trust – – – (0.6) (1.0)
Maturity of investments – bank deposits – – – 8.0 10.2
(Decrease)/increase in loans (32.3) (25.3) 4.2 38.2 58.6
Increase in ﬁnance leases 1.5 ––––
Cash inﬂow on forward exchange contracts 0.2 ––––
(Decrease)/increase in cash in the period (5.7) – 5.4 (14.7) 10.5
*Speciﬁed exceptional items comprise losses on disposal and termination of businesses and associated undertakings, including related goodwill,
together with proﬁt or loss on disposal of ﬁxed assets.
Five Year Summary Annual Report & Accounts 2002 47
Operating companies Business units Locations
Senior Flexonics Limited Senior Flexonics – United Flexible Merthyr Tydﬁl
Senior Hargreaves Limited Senior Hargreaves Bury
Senior UK Limited Senior Automotive – Crumlin Crumlin
Senior Aerospace – BWT Macclesﬁeld
Senior Aerospace – Bird Bellows Congleton
Senior Operations Inc. Senior Automotive – Bartlett Bartlett, Illinois
(incorporated in Delaware, USA) Senior Flexonics – Hose Division Romeoville, Illinois
Senior Flexonics – Pathway New Braunfels, Texas
Senior Flexonics – Pathway Oak Ridge, Tennessee
Senior Aerospace – Metal Bellows Sharon, Massachusetts
Senior Aerospace – SSP Burbank, California
Senior Aerospace – Composites Wichita, Kansas
Senior Aerospace – Ketema El Cajon, California
Senior Aerospace – Ketema Saltillo, Mexico
Senior Aerospace – Jet Products San Diego, California
Senior Operations (Canada) Limited Senior Flexonics – Canada Brampton, Ontario
(incorporated in Canada)
Senior Berghofer GmbH Senior Automotive – Kassel Kassel, Germany
(incorporated in Germany)
Senior Automotive Czech s.r.o. Senior Automotive – Olomouc Olomouc, Czech Republic
(incorporated in the Czech Republic)
Senior Aerospace Ermeto SAS Senior Aerospace – Ermeto Blois, France
Senior Automotive Blois SAS Senior Automotive – Blois Blois, France
Senior Calorstat SAS Senior Aerospace – Calorstat Dourdan, France
Flexonics SAS Senior Flexonics – France Dourdan, France
Senior Flexonics B.V. Senior Flexonics – Holland Rotterdam, Holland
(incorporated in Holland)
Senior Aerospace Bosman B.V. Senior Aerospace – Bosman Rotterdam, Holland
(incorporated in Holland)
Habia Teknoﬂuor AB Senior Flexonics – Habia Knivsta, Sweden
(incorporated in Sweden)
Senior Automotive S.A. (Pty) Limited Senior Automotive – Cape Town Cape Town, South Africa
(incorporated in the Republic of South Africa)
Senior do Brasil Ltda Senior Automotive – Sao Paulo Sao Paulo, Brazil
(incorporated in Brazil)
Senior India Private Limited Senior Automotive – New Delhi New Delhi, India
(incorporated in India)
Senior Investments AG Schaffhausen, Switzerland
(incorporated in Switzerland)
All Group undertakings are both wholly owned and incorporated in Great Britain and registered in England and Wales unless otherwise
indicated. They are all directly owned by subsidiary undertakings of Senior plc and in every case the principal country of operation is the country 
of incorporation. 
Comments on the activities of each Group undertaking are included in the Chief Executive’s Review on pages 4 to 7.
Principal Group Undertakings Analysis of Shareholders at 31 December 2002
Shareholders Shareholders Shareholdings Shareholdings
number % millions %
By Category
Corporate bodies 827 17.54 286.52 93.21
Other shareholders 3,889 82.46 20.86 6.79
4,716 100.00 307.38 100.00
By Range of Holdings
1 – 24,999 4,309 91.37 17.23 5.60
25,000 – 49,999 135 2.86 4.68 1.52
50,000 – 249,999 131 2.78 14.32 4.66
250,000 – 499,999 47 1.00 16.47 5.36
500,000 – 999,999 33 0.70 22.64 7.37
1,000,000 – and over 61 1.29 232.04 75.49
4,716 100.00 307.38 100.00
Share Registrars
All shareholder records are maintained by Lloyds TSB Registrars and all correspondence should be addressed to the Registrar, Senior plc 
at the Lloyds TSB Registrars’ address shown on page 10, quoting the reference number starting with 0228 detailed on your dividend
vouchers. The Registrar should be notified regarding changes to name or address, loss of either share certificate or dividend warrant, 
or request for, or change to, a dividend mandate.
Lloyds TSB Registrars now provide a range of shareholder information on-line. Shareholders can check their holdings, update details and obtain
practical help on transferring shares at www.shareview.co.uk
Instead of payment by post to your registered address, dividends can be paid through the BACS system direct into a UK bank or building
society account, with the dividend voucher still sent to your registered address. If you wish to use this facility and have not previously
applied, then please apply direct to Lloyds TSB Registrars and request a dividend mandate form. Shareholders who are currently receiving
duplicate sets of Company mailings, as a result of any inconsistency in name or address details, should write direct to Lloyds TSB Registrars 
so holdings can be combined, if appropriate.
2003 Financial Calendar
6 March Preliminary announcement of 2002 annual results.
17 March Publication of Annual Report 2002.
16 April Annual General Meeting.
30 April Shares ex-dividend for 2002 ﬁnal dividend.
2 May Record date for shareholders on the register 
to receive the 2002 ﬁnal dividend.
29 May Payment of 2002 ﬁnal dividend.
7 August Preliminary announcement of 2003 interim results.
11 August Publication of Interim Report 2003.
29 October Shares ex-dividend for 2003 interim dividend.
31 October Record date for shareholders on the register 
to receive 2003 interim dividend.
28 November Payment of 2003 interim dividend.
Copies of preliminary announcements and other investor relations information can be found at www.seniorplc.com or by application 
to the Company Secretary at the Registered Ofﬁce.
Additional Shareholder Information
48 Senior plc £164.6 million
 71% North America
 7% UK 
 20% Rest of Europe
 2% Rest of World
£148.4 million
 54% North America
 7% UK 
 30% Rest of Europe
 9% Rest of World
£86.1 million
 43% North America
 35% UK 
 13% Rest of Europe
 9% Rest of World
Senior is an international engineering group with annual sales of around £400m 
and with operations in 12 countries. 
Senior designs, manufactures and markets high technology components and systems 
for the principal original equipment producers in the worldwide aerospace, automotive 
and specialised industrial markets. 
Senior’s policy is to enhance shareholder value by improving operating performance 
and customer service levels and by developing its market positions in the aerospace 
and automotive industries.
Senior plc Designed by Sheppard Day
Aerospace
• 41% of Group turnover
• 10 operations
• Engine structures and mountings,
Fluid control systems,
Metallic high-pressure ducting, 
Composite low-pressure ducting
Automotive
• 37% of Group turnover
• 8 operations
• Flexible exhaust connectors,
Engine emission pipework,
Diesel fuel systems,
Air conditioning/turbo charger
pipework
Specialised Industrial
• 22% of Group turnover
• 8 operations
• Metallic and fabric expansion joints,
Flexible metallic hoses,
Composite hoses,
Ventilation ducting
Geographical Turnover
*
Geographical Turnover
*
*Continuing businesses by destination
Geographical Turnover
*
Corporate Proﬁle Employees
4
1
5
2
3
9
7 8
6 10
1 Andrew Zaloga is inspecting a GE Outer Guide Vane Assembly at Senior Aerospace Ketema
2 Dorian Shillingford and the management team in Canada
3 Some of the Pathway team with a typical expansion joint product
4 The team in the development test laboratory at Senior Automotive Bartlett
5 The engineering team in Senior Automotive Crumlin supports the operations in the UK, South Africa and Brazil
6 Jennifer Hannah-Fox and Bob Zubaty working at Senior Aerospace Jet Products
7 Members of the Ford production team in Senior Automotive Bartlett
8 Walter Pike with 40 years’ service with Arnaud Amay and Raul Sanchez at Senior Aerospace SSP
9 Perfect attendance award for Jerome Veldsman in Senior Automotive Cape Town
10 The head ofﬁce team at Rickmansworth in the UK Senior plc
59/61 High Street
Rickmansworth
Hertfordshire
WD3 1RH
United Kingdom 
Tel +44 (0)1923 775547
Fax +44 (0)1923 896027
www.seniorplc.com
Senior plc Annual Report & Accounts 2002
Senior plc Annual Report & Accounts 2002