ANNUAL REPORT 2003
SILENTNIGHT HOLDINGS PLC   ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC
Contents
Financial Highlights and Company Profile 1
Chairman’s Statement 2
Chief Executive’s Review 4
Financial Review 8
Directors and Advisers 12
Directors’ Report 14
Directors’ Remuneration Report 17
Corporate Governance Statement 25
Auditors’ Report 29
Consolidated Profit and Loss Account 30
Consolidated Balance Sheet 31
Company Balance Sheet 32
Consolidated Cash Flow Statement 33
Consolidated Statement of Total Recognised Gains and Losses 34
Consolidated Reconciliation of Movements in Shareholders’ Funds 34
Note of Historical Cost Profits and Losses 34
Notes to the Financial Statements 35
Notice of Annual General Meeting 56
Five Year Summary 58
Form of Proxy enclosed on a separate sheet
Financial Calendar
Record date 6 June 2003
Annual General Meeting 25 June 2003
Dividend payable 4 July 2003
Half year results announcement October 2003
End of financial year 1 31 January 2004  ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 1
Financial Highlights
Results 2003 2002
Turnover £277.3m £300.3m
Operating profit before exceptional operating costs £5.6m £12.5m
Operating (loss)/profit (£10.6m) £12.3m
(Loss)/profit before interest (£10.9m) £12.9m
(Loss)/profit before taxation (£11.2m) £12.1m
(Loss)/earnings per ordinary share (18.75p) 18.14p
Normalised earnings per share 12.72p 18.61p
Dividends per ordinary share 8.50p 13.50p
Net assets £82.3m £95.0m
Net funds/(debt) £7.6m (£5.4m)
Capital spend as a % of depreciation 83% 172%
Headlines
Group turnover down 8%
Increased losses in Furniture Division
Dividend per share reduced in recognition of poor results
Property disposals realised £7m in cash
Year of support to the furniture businesses
Closure of Keighley factory and consolidation at Sunderland
Company Profile
Silentnight Holdings Plc is the market leader in two sectors of the UK domestic furniture market – beds and
assembled cabinet furniture. The Bed Division includes Silentnight Beds, Sealy and Rest Assured, well-known
brands with high levels of consumer awareness. The Furniture Division includes the Ducal,
Nathan, Stag and Homeworthy brand names and is the largest UK manufacturer of
assembled cabinet furniture. Additionally it includes Parker Knoll, a leading
upholstery brand. The portfolio therefore includes some of the UK’s best known
furniture brands. This affords the Group a presence in all key market sectors whilst
generating high levels of synergy within the Group. The Group
strongly believes that branded businesses add
value to the market place.
The Group remains the largest carrier of
furniture direct into UK homes, having the
capacity to deliver nationwide at short
notice. Chairman’s Statement
Since I only assumed the role of Chairman of
Silentnight Holdings Plc in January, the final month of
our financial year, this statement is necessarily brief as
regards the past and is more concerned with the
policies and actions required to return the Group to
satisfactory profitability.
As can be seen from the financial statements on page
30 the year witnessed a further 22% fall in the turnover
of the Furniture Division comprised of the Cornwell
Parker and Ducal businesses acquired in 2000 and
Silentnight Furniture. This resulted in precipitously
increased losses before exceptional operating costs of
£9.9 million, more than 10% of turnover. The bedrock
of the Company, the Bed Division, comprised of
Silentnight Beds, Sealy and other Group brands, did
well to hold its profit on marginally increased turnover
in an increasingly competitive market as reduced
consumer expenditure took hold. Overall, operating
profit before exceptional operating costs fell to £5.6
million, more than 50% down on 2001/02.
To deal with this situation, new management under
Chief Executive Nino Allenza has carried out a full
strategic review of the business and has concluded a
fundamental restructure and re-basing of the Furniture
Division is essential if current losses are to be
stemmed.  The actions necessary include the closure
of the Ducal factories in Andover, the closure and
subsequent local relocation of Cornwell Parker’s
upholstery factory in Chipping Norton and the cabinet
making facility in Edmonton.  Other options including
full closure were considered but on balance it was
concluded that the retention of the brand values
exceeded the management effort and turnaround
costs.
Roger Pedder
Chairman
Also a closure of the Group’s Keighley factory was
achieved in July 2002 and its operations transferred to
the Silentnight Furniture site in Sunderland. As a result
of these and other restructuring and re-organisational
activities, exceptional operating costs of £16.1 million
have been set against trading profit to produce an
operating loss after exceptional operating costs of
£10.9 million and a pre-tax loss of £11.2 million. The
exceptional operating costs include £7.0 million fixed
asset impairment and re-organisation and redundancy
costs of £3.7 million in the Furniture Division. At the
half year £9.2 million of these exceptional operating
costs had been taken and another £1.0 million was
indicated to fall in the second half year.
It will obviously take time and considerable
management effort to implement such a radical
programme and there will be substantial disruption to
on-going operations in the medium term.  This will
cause further operating losses and exceptional
operating costs at a similar level before control is re-
established in the Furniture Division. Trading conditions
in the Bed Division also continue to be increasingly
difficult.
In August 2002, the Board received an indicative
approach from Famco Holdings Limited, the Company’s
2 SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 3
majority shareholder.  It was withdrawn due to the scale
of problems which came to light in the Furniture
Division. Since this time there has been a decline in
profitability, notably with increased losses in the
Furniture Division and exceptional operating costs
which have been incurred in rationalisation and
restructuring it.
Keith Ackroyd and Bill Simpson, respectively Chairman
and Chief Executive, resigned from the Board in
September 2002 and were succeeded by Nino Allenza
and Michelle Scott in the same month as Chief
Executive and Director of People and Communications
and myself as Chairman in January 2003. Malcolm
Little also resigned from the Board in September 2002
as a non-executive Director. David Adam, presently
Finance Director, is going to become a non-executive
Director in August 2003 and will be replaced by a new
Finance Director.
Nino, as I have already indicated, has instituted a
thorough going review of the business embracing not
only the competitiveness of our production capacity but
also the quality, specification and appeal of our
products, the competence and organisation of our
management and the segmentation of our markets and
the direction of the marketing effort within them.  Such
initiatives take time to work through and significant
risks remain to the success of the turnaround plan.
In line with many other UK companies, the Company
pension scheme is showing a deficit under FRS 17
‘Retirement Benefits’ accounting to £27 million at 1
February 2003. This is further discussed in the
Financial Review on page 9.
In such circumstances as outlined here the Board has
considered the issue of the dividend.  Given the drop
into loss at the post exceptional level and the serious
erosion of net worth, the Board would feel justified in
cancelling the final dividend. However, the Company
still has the benefit of a strong balance sheet including
net cash of £7.6 million and is also mindful of its
shareholders’ wish for dividend. It has therefore been
decided that for the current year it will pay a final
dividend of 6.0p per share, making the dividend for the
year 8.5p as against the 13.5p paid last year. However
on the basis of trading expectations for the new
financial year shareholders should not presume that a
dividend will be paid.
RA Pedder
Chairman Chief Executive’s Review
“A shared vision”
One of the most important aspects of leadership is to
ensure that all of the group’s employees have and
share a positive vision for the business.  Our working
environment must therefore allow us to do the things
that will deliver that shared vision. At the senior
management’s first strategic planning conference,
since the management change, in November 2002,
we debated and agreed a new vision statement for the
group, which I am pleased to be able to share with you
so quickly …
Although succinct, I believe that this is a powerful and
ambitious vision that all of the group’s employees will
be proud to aspire to. Our long-term strategies going
forward will be geared to delivering this vision so that
we maintain and build on our No. 1 position in the UK
bed and furniture market.
Overview
The last six months have seen a change of leadership
of the group, which can be disruptive. I have been very
impressed by the commitment I see within our
businesses, and the enthusiasm many of our
employees have expressed for our future plans and the
challenges ahead. How well we manage and
communicate change will determine our success.
The management team has been strengthened in a
number of our businesses. This, coupled with a more
consensual style of decision-making, has been well
received within the organisation. This is particularly
important given the challenges of a more difficult
trading climate.
Total sales in the year declined by 8% to £277.3
million and operating profits before exceptional costs
have reduced to £5.6 million from £12.5 million. The
UK Bed Division, grew sales by 4% to £168.6 million
with profits declining by 1% to £15.5 million but in an
increasingly competitive market.  In addition, a
continuing decline in the Furniture Division saw sales
in the year reduce by 22% to £97.3 million and
operating losses before exceptional costs increase to
£9.9 million from £3.2 million.
UK Bed Division
Our commissioned market statistics from GfK indicate
that the retail market for beds increased by just 1% in
2002, but which is still lower than the 2000 level. The
market grew in volume by 7%, reflecting the negative
impact of falling average selling prices caused by
pressure from a very competitive market place and a
continuing trend towards lower cost bedsteads.
Source : GfK
There are a number of new product initiatives
underway to address this static market. Silentnight
Beds has launched “My First Bed” which won the best
bed design award at the January 2003 Furniture show
and is achieving its target for retailer floor model sets.
Sealy will be introducing a new addition to its product
range in the summer of 2003, building on its
outstanding reputation for high quality beds. Layezee
is investing more in marketing to increase its retailer
profile as part of a substantial new product launch in
August 2003. Rest Assured and Pocket Spring Bed
Company continue to enjoy an increasing market
share of the pocket beds sector on the back of a high
quality product range and excellent customer service.
Nino Allenza
Chief Executive
"Silentnight Group’s bed and
furniture brands will be the
most innovative and sought-
after in the UK market"
4 SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003
Sept
1998
Sept
1999
Sept
2000
Sept
2001
Sept
2002
UK Bed Market Volume and Value
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
£1,400,000
£1,200,000
£1,000,000
£800,000
£600,000
£400,000
£200,000
£0
Market Value (£’000)
Market Volume (‘000)
Volume
Value ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 5
Furniture Division
The branded furniture businesses, Cornwell Parker and
Ducal, have never been properly integrated into the
group. Since their acquisition in 2000 the true cost of
this strategy has been substantial; original gross
purchase price, including debt taken over, of £45
million, operating losses of £13.1 million and
substantial exceptional operating costs as we now try
to restructure the businesses.  Asset disposals, etc
have realised £23 million.  If we couple this with their
deteriorating market position and the drain on group
management time it has been an unhappy and
demanding episode for all concerned.
I am pleased to say that new management has been
installed within both businesses. They are working hard
to try to lift morale and steer our people through a new
strategy which is aimed at putting the brands on a
stronger footing from the beginning of 2004. The plans
involve a radical restructuring which includes changes
to the product range, improved customer service and
more efficient organisational structures. Competition
from low cost imports has intensified. We are
responding to this by adapting the business model to
incorporate, where appropriate, the retention of highly
skilled assembly and finishing capability whilst putting
in place a supply chain to exploit the opportunities that
exist in low cost countries. We will not compromise on
quality or design as these are essential ingredients for
the success of our brands. 
Hence, it is with great regret that we have had to
announce a high level of redundancies as a
consequence of this restructuring. As a Group, we take
any loss of jobs extremely seriously. We are providing
outplacement counselling and working hard to help our
people back into good employment as soon as
possible.
Silentnight Furniture, in Sunderland, has successfully
incorporated the transfer of our Keighley operation
which has helped to re-align capacity with lower
demand and reduce our operational gearing. The
business however continues to suffer a reduction in
sales and operating performance.  It is trying to rebuild
confidence within its workforce and improve quality
and has agreed a three year pay deal with the unions
which is linked to more flexible working. This is an
important move forward which will provide a valuable
platform to drive through its operational improvement
program on quality, costs and delivery.
Against this background, the Furniture Division’s sales
reduced by 22% to £97.3  million and losses
increased by £6.7 million to £9.9 million. This is
clearly an unsustainable position which is now being
tackled with a high level of urgency.  The aggregate
exceptional operating costs of turning these
businesses round are expected to be, over two years,
in the order of £29 million. 6 SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 7 ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC
Chief Executive’s Review
Germany
The German market remains very weak, resulting in a
further fall of 12% in sales to £11.4 million with a
resultant reduction of £0.2 million in profits to a small
loss of £2,000. The business has a high exposure to
the low cost discounting sector, which makes it
vulnerable to continuing margin pressure. A new
marketing plan is being put in place to help reposition
the business to give it a broader customer base within
higher value added sectors.
Operational Excellence
A detailed review of operations was carried out in
October 2002. This has led to the launch of
Operational Excellence, a group-wide initiative to help
bring a substantial improvement at all of our sites and
introduce a culture of continuous improvement.
This initiative is being led by Peter Marchant, Group
Operations Director, and includes the implementation
of a scorecard of key performance indicators by which
all of the businesses are now measured.
At each site, the Operational Excellence programme
will consist of a different set of projects and initiatives,
depending on the current size and situation of that
company. It has, like any other major change, to be
directed, led and controlled to assure success.
Standard project management procedures establish
the principle of a steering group to approve, monitor
and close all the various initiatives supporting the
overall programme.
An extensive program of training for first line
management has begun, to ensure that those most
affected by the new ways of working are equipped with
the necessary skills to lead and manage their teams,
and the change process. The training will include
leadership skills, communication, project management
and problem-solving techniques, as well as an
introduction to the principles of lean manufacturing.
Prospects
The current market conditions continue to be
challenging. We have seen consumer demand for our
products tailing off in all channels during February,
March and April 2003. There is usually a seasonal
decline as the January sales come to an end, but
retailers are concerned that things seem worse than
usual this year. Continued uncertainty about the Gulf
situation, a declining stock market and a stalling
house market are all mentioned as contributory
factors. Weakening consumer demand, coupled with
pressure from key customers for improved trading
terms and rising raw material prices, mean that UK
bed and furniture manufacturers are currently facing
an extremely difficult trading climate.
This trading background places even more importance
on the initiatives underway on new product
introductions, the repositioning and re-launch of our
furniture businesses and the improvement in our
operational processes. These will undoubtedly bring
improved performance in the medium term. 
Nino Allenza
Chief Executive Financial Review
This review is intended to serve as an additional
explanation to the financial statements which follow.
Together with the Chief Executive’s Review, it complies
with the ‘Operating and Financial Review’ guidelines
published by the Accounting Standards Board in
1993.
Accounting Policies
The financial statements have been prepared using the
same accounting policies adopted for the 2001/02
financial statements. The Group has reported in
accordance with the prevailing transitional provisions
of FRS 17 ‘Retirement Benefits’. All other applicable
accounting standards continue to be adopted. The
Group makes up its accounts to the Saturday nearest
to the end of January.
Turnover and Operating Results before
Exceptional Operating Costs
Overall Group turnover decreased by 8% to £277.3
million, predominantly due to the fall in the Furniture
Division’s order intake. A total operating profit of £5.6
million before exceptional operating costs was
recorded (2002: £12.5 million). A description of the
performance is given in the Chief Executive’s Review
beginning on page 4.
Exceptional Operating Costs
Exceptional operating costs totalled £16.1 million, of
which £1.7 million was accounted for by the write-
down of the ESOP, with a further £3.7 million
expended on re-organisation and redundancy costs in
the Furniture Division. The majority of this was incurred
in closing the Silentnight Furniture factory at Keighley
and merging its operations at their Sunderland factory.
Goodwill of £2.1 million was included on the balance
sheet as at 2 February 2002 based on the
assessment of the net assets acquired on the
purchase of Ducal Limited. In view of the trading
results and adjudged future prospects this was fully
written off in our interim accounts.
Additionally, particularly in view of the strategic re-
organisation being undertaken in the new financial
year, in the Furniture Division we have written down as
impaired fixed assets to the value of £7.0 million.
Other exceptional operating costs of £1.6m were also
incurred.
Property Disposals
In the year we disposed of, for a total cash
consideration of £7.0 million, our factory at Keighley,
Cornwell Parker Eurohub’s warehouse at Burnley and
the Fardis building in Paris.
Pension Schemes
The accounting treatment of the Group’s contributions
to the defined benefit pensions scheme and of the net
surplus under the prevailing actuarial valuations
currently follows the accounting standard, SSAP 24
David Adam
Finance Director
8 SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 9 ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC
‘Accounting for pension costs’, and is shown in note
24. A new actuarial valuation of the ongoing
Silentnight Group DB Scheme is being undertaken as
at 1 December 2002 and this will determine future
SSAP 24 accounting. This scheme was formed by the
merger of the traditional Silentnight scheme, the
Silentnight Staff Retirement Benefits Scheme, and the
former Cornwell Parker scheme.
In summary the provisions of the Silentnight Group DB
Scheme for future service accrual require increased
employee contributions, and reduced benefits for
existing members. Entry to new members is restricted.
The Group has provided alternative money purchase
schemes for most new pension scheme entrants.
Employer contributions to the old Silentnight defined
benefit pension scheme were maintained up to 30
November 2002. The employer’s contribution holiday
in the former Cornwell Parker scheme ceased upon the
merger as at 1 December 2002. Employer
contributions to the combined scheme since have
been maintained in full.
Note 24 also summarises the effects of the adoption
of FRS 17 ‘Retirement Benefits’ as at 1 February
2003, which would show a deficit of £27.1 million in
the merged scheme on the basis of the assumptions
made.  The full adoption of FRS 17 would have the
effect of reducing shareholders’ funds by £21.6
million, as shown in note 24 after the associated
deferred tax.
Tax
The effective rate of tax credit for the Group is 24.6%
(2002: charge 32.2%). The tax credit is comprised of
a charge on the trading profits, a prior year credit, and
a credit on the exceptional operating costs.
Capital Expenditure and Tangible Assets
Capital expenditure of £6.5 million compared to
depreciation of £7.8 million (83%). The largest
element of this investment was £3.7 million in
manufacturing plant and factory development in order
to maintain the Group’s competitive position and
improve efficiencies. Also, £1.0 million was spent on
commercial vehicles with a further £1.1 million
expenditure on information technology.
The decrease in tangible fixed assets in the year from
£75.2 million to £62.8 million principally reflects the
accounting write downs at Cornwell Parker Furniture
and Ducal of £7.0 million, the excess of depreciation
over capital expenditure, both referred to above, and
the disposal of the Silentnight Furniture factory at
Keighley. 10 SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 11 ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC
Financial Review
Cash Flow
The Consolidated Cash Flow Statement on page 33
shows a cash inflow from operating activities of £15.5
million. Proceeds from the disposals of properties
totalled £7.0 million. After payments for the purchase
of fixed assets of £6.5 million and dividends of £5.4
million, there was a net cash inflow before financing
and management of liquid resources of £13.5 million.
Information Technology
At Cornwell Parker Furniture an independent, new
computer system has been implemented at their
cabinets business and is being developed at their
upholstery business.
Websites are established for Cornwell Parker Furniture,
Ducal, Layezee, Pocket Spring Bed Company, Rest
Assured, Sealy, Silentnight Beds, Silentnight Furniture
and Silentnight Holdings Plc. Development of
information websites for the other businesses within
the Group is continuing.
Financing
Shareholders’ funds reduced by 13% to £82.3 million
of which £0.4 million was accounted for by the share
buy-back (Note 21). There was net interest paid of
£0.5 million (2002: net interest paid of £0.8 million).
There was net cash of £7.6 million at the year-end
(2002: net debt of £5.4 million).
The Group has broadly hedged its German investment
with a medium-term currency loan of approximately
£2.2 million in Euros. This means that currency
movements between balance sheet dates can produce
only nominal foreign exchange adjustments.
Dividend Policy
The Group has a dividend policy which is reflective of
earnings and dividend cover thereon. Normalised
earnings per share, as defined in note 11 to the
accounts, are 12.72p (2002: 18.61p). Accordingly
the Board feels it is appropriate that the dividend
should be limited to 8.50p (2002: 13.50p) per share.
Creditor Payment Policy
In the UK our general policy is to pay suppliers in
accordance with agreed terms. The Group does not
follow any external code or standard on payment
practice. It is always our policy to agree the terms of
payment with each supplier and to pay in accordance
with our contractual and other legal obligations.
Trade creditors shown in the Group’s balance sheet at
1 February 2003 represent 49 days (2002: 46 days)
of average purchases during the year.
Silentnight Holdings Plc, the Company, is a holding
company and has no meaningful equivalent of creditor
days.
D W Adam
Finance Director 12 SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003
Directors and Advisers
Roger Pedder
Non-executive Chairman
Elected to the board in January 2003. He is a
member of the Remuneration Committee and
the Audit Committee. Also Chairman of C & J
Clark Limited (Clark Shoes) and Robert Dyas
(Holdings) Ltd. Previously a Director and
founder of Pet City plc, Harris Queensway plc,
Ward White Group plc and Burmah Oil Trading
Limited.
Age 62Age 67
Nino Allenza
Chief Executive 
Elected to the Board in September 2002.
Also a Director of Soundersleep Limited.
Previously Director of Ortrud GmbH and
Rubicon Group plc.i
Age 48Age 54
David W Adam MA, FCA
Finance Director and Company Secretary 
Elected to the Board in August 1999.
Previously Finance Director of Carclo plc.
Age 55 13 ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC
John Clarke
Non-executive Deputy Chairman
Elected to the Board in 1987. Appointed
Deputy Chairman in 1991, Chairman of the
Audit Committee and a member of the
Remuneration Committee.
Age 51
Peter Clarke
Non-executive
Elected to the Board in 1987. Chairman of
the Remuneration Committee and a member
of the Audit Committee.
Age 54
Auditors
Ernst & Young LLP
Cloth Hall Court
14 King Street 
Leeds LS1 2JN
Bankers
Lloyds TSB Bank plc
The Royal Bank of Scotland plc
Registered Office
Silentnight House
Salterforth, Barnoldswick
Lancashire BB18 5UE
www.silentnight-holdings.co.uk
Tel: 01282 815888
Fax: 01282 850409
Registrar
Northern Registrars 
Northern House 
Woodsome Park 
Fenay Bridge 
Huddersfield HD8 0LA
www.northernregistrars.co.uk
Tel: 01484 600900
Fax: 01484 600911
Solicitors
Addleshaw Booth & Co
100 Barbirolli Square
Manchester M2 3AB
Hammonds 
2 Park Lane
Leeds LS3 1ES
Stockbroker & Financial
Advisers
Evolution Beeson Gregory Limited
The Registry
Royal Mint Court
London EC3N 4LB
Michelle Scott
Director of People and Communications 
Elected to the Board in September 2002.
Also a Director of Soundersleep Limited.
Previously Director of Ortrud GmbH.i
Age 44K SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003
Directors’ Report
The Directors of Silentnight Holdings Plc present their
Annual Report together with the audited Financial
Statements for the 52 weeks ended 1 February 2003.
Principal activities and review of the businesses
The Group manufactures and distributes beds and
furniture including mattresses, divans, bedsteads,
headboards, cabinets and upholstery. A detailed
review of the Group’s activities, the development of its
business and an indication of likely future
developments are dealt with on pages 4 to 7.
Results and dividends
The Group trading results for the year are set out in the
Consolidated Profit and Loss Account and an analysis
of turnover and operating profit is set out in note 2. A
more detailed review of operations and results is
included in the Chairman’s Statement, the Chief
Executive’s Review and the Financial Review. The
Directors recommend a final dividend of 6.0p per
share (2002: 9.4p per share), making a total dividend
for the year of 8.5p per share (2002: 13.5p per
share). Subject to confirmation by the shareholders at
the Annual General Meeting, the final dividend will be
paid on 4 July 2003 to shareholders on the register at
6 June 2003 and the loss of £12.3 million will be
deducted from the reserves.
Corporate Activity
On 20 August 2002 Famco Holdings Limited (Famco)
made an approach to the Board of Silentnight
Holdings Plc to purchase the shares in the Company
not owned by Famco. On 19 September 2002 Famco
withdrew this approach and took steps to requisition
an Extraordinary General Meeting in order to replace
the Chief Executive and Chairman. The Chief
Executive, Chairman and Mr M Little, senior non-
executive director, subsequently resigned from the
board on 28 September 2002 and Mr N Allenza and
Ms M Scott were appointed to the board on 30
September 2002. Famco then confirmed that, in view
of the board changes, it did not require the Company
to act on the requisition.
During the year the Group also disposed of three
surplus properties. The property in Burnley, which was
part of the acquisition of Cornwell Parker plc, was sold
for a total cash consideration of £3.8 million and the
Fardis building in Paris for £0.2 million. The property in
Keighley was sold for a total cash consideration of
£3.0 million following the transfer of the operation
carried out there to Silentnight Furniture in
Sunderland.
Events since the balance sheet date
The Company announced its proposal to close Ducal’s
Andover and Bridgend sites with effect from 4 July
2003.
Share Capital
On 11 September 2002, Famco transferred 361,446
ordinary shares (0.77% of the issued share capital of
the Company) to Soundersleep Limited, a company
controlled by Famco. 
On 16 September 2002, Famco entered into a
conditional agreement to transfer 23,306,024
ordinary shares (49.73% of the issued share capital of
the Company) to Soundersleep Limited. 
On 23 December 2002, Famco notified the Company
that it had transferred 23,306,024 ordinary shares to
Soundersleep Limited pursuant to the conditional
agreement.
Accordingly, as at 1 April 2003, Soundersleep Limited
held 23,667,470 shares of the Company which
represents 50.81% of the issued share capital.
Soundersleep Limited is a subsidiary of and controlled
by Famco, which owns 75% of its ordinary share
capital and all of its preference share capital. Mr N
Allenza and Ms M Scott each subscribed for 12.5% of
the ordinary share capital of Soundersleep Limited
prior to their appointment to the board of the Company
and consequently have an indirect interest in the
ordinary share capital of the Company. Under Section
736 of the Companies Act 1985, Famco is the Holding
Company of Silentnight Holdings Plc.
As at 28 April 2003, insofar as is known to the
Company, the following persons were also interested,
directly or indirectly, in 3 per cent or more of the issued
share capital of the Company:
The Company has an ongoing contract with Famco, its
ultimate Holding Company, principally in respect of the
provision of taxation and pension advice and another
with Soundersleep Limited in repect of the provision of
the services of Mr N Allenza and Ms M Scott.
On 17 February 2003 the Company announced that it
had received an Undertaking from Soundersleep
Limited and Famco addressing the relationship
between themselves, as the majority shareholders,
and the Company and its subsidiaries with regard to
Name Number of shares Percentage
Phoenix Asset Management 3,512,044 7.54%
Fidelity Investments 2,408,126 5.17%
Merrill Lynch Investment Managers 1,625,601 3.49%
Silentnight Share Scheme Trustee Limited 1,585,230 3.40%
14 ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 15
Renewal of authority to purchase the Company’s
shares
Resolution 9 in the Notice of the Annual General
Meeting, which will be proposed as a Special
Resolution at the Annual General Meeting, seeks to
renew for a further year the general authority for the
Company to make market purchases of its own shares.
The authority, if renewed, would expire at the
conclusion of the 2004 Annual General Meeting. The
Board intends to seek renewal of this authority at
subsequent Annual General Meetings.
The maximum number of shares which may be
purchased is 4,657,000 ordinary shares (representing
10% of the Company’s issued share capital at 28 April
2003) and the maximum and minimum prices at
which they may be bought, reflecting the requirements
of the Companies Act 1985 and the Listing Rules
issued by the Financial Services Authority, are
specified in the resolution. Under this authority the
Company purchased 195,000 ordinary shares at
130p per share on 13 November 2002, 50,000 at
132.50p per share on 27 November 2002 and
30,000 at 130p per share on 13 December 2002.
The aggregate nominal value of the shares redeemed
was £27,500 and this represented 0.6% of the issued
share capital of the Company as at 2 February 2002.
The Directors have no immediate intention of
exercising the authority sought under this resolution
and it will in any event only be used in circumstances
where the Directors, after careful consideration,
believe that any such purchase would result in an
increase in earnings per share and would be in the
best interests of the Company and its shareholders
generally.
The total number of ordinary shares over which options
were outstanding as at 28April 2003, the latest
practicable date prior to the publication of this Annual
Report, was 1,175,180 which represents 2.52% of
the issued ordinary share capital of the Company as at
that date and would represent 2.80% of the
Company’s issued ordinary share capital if the
maximum of 4,657,000 shares were to be purchased
by the Company.
the UKLA Listing Rule 3.12. The Undertaking includes
the following terms:
- All transactions between the Company and Famco
and Soundersleep Limited will be effected on normal
arm’s length commercial terms for the benefit of the
Company.
- Neither Famco nor Soundersleep Limited will cause
the Company to take action that is against the
interests of the Company and all of its shareholders as
a whole.
- Famco and Soundersleep Limited have committed to
adhere to such Undertaking. The Undertaking shall
continue in full force and effect until withdrawn, giving
not less than 28 days notice in writing to the Company,
or unless and until terminated by either Famco or
Soundersleep Limited ceasing to be the controlling
shareholders of the Company; or by the Company no
longer retaining a quotation on a recognised
investment exchange.
Board of Directors and their interests
The Directors of the Company are shown on pages 12
and 13. Mr DW Adam, Mr J Clarke and Mr P Clarke all
held office throughout the period to which these
Financial Statements relate.
Mr N Allenza and Ms M Scott were appointed to the
board on 30 September 2002 and details of their
service contracts with Soundersleep Limited are set
out in the Directors’ Remuneration Report on pages 17
to 24. Mr RA Pedder does not have a service contract.
He was appointed to the board by a letter of
appointment on 6 January 2003 for a period of 3 years
which may be renewed for a further 3 years if he and
the Company agree. Mr N Allenza, Ms M Scott and Mr
RA Pedder offer themselves for election at the AGM.
Mr DW Adam is the Director retiring by rotation. He has
a service contract which in normal circumstances is
terminable by the Company after a notice period of 12
months.
Biographical details of Mr DW Adam, Mr RA Pedder, Mr
N Allenza and Ms M Scott are set out on pages 12 and
13.
The interests of the Directors in the ordinary shares of
the Company, of Famco Holdings Limited and of
Soundersleep Limited are shown in the Directors’
Remuneration Report on pages 17 to 24. Both Mr J
Clarke and Mr P Clarke are interested in the share
capital of Famco Holdings Limited and Mr N Allenza
and Ms M Scott are both interested in the share
capital of Soundersleep Limited.
Save as disclosed in this Annual Report, none of the
Directors had any interest in any significant contract
(other than service contracts) with the Company or any
subsidiary undertaking during the year, nor any
beneficial interests in shares or debentures of the
Company’s subsidiary undertakings. SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 16
Directors’ Report
Disabled persons
The Group recognises its legal and social obligations
for the employment of disabled persons and does what
is practical to fulfil them. Disabled persons’
applications for employment are carefully considered
and their aptitudes and abilities are taken fully into
account. If employees become disabled while
employed by the Group every effort is made to retain
them in the same job. General training and
promotional opportunities are available to disabled
employees according to individual ability in the same
way as they are to other employees.
Employee communications
During the year the Group has continued to inform
employees about matters which affect their working
lives, and to share the Group’s vision and key business
goals with them. A Group newsletter is issued three
times a year, which is circulated to all employees, and
twice yearly presentations are made to all employees
by local management and the Chief Executive. These
are in addition to the regular employee team briefings
where the emphasis is on providing information of
local interest.
Tangible fixed assets
The Directors are of the opinion that any difference
between the book value and the market value of the
land and buildings of the Company and its subsidiary
undertakings is not significant.
The Directors have scheduled a full property valuation
of its existing portfolio to be completed in 2003. This
will update the previous valuation carried out in
December 2000 for the former Cornwell Parker
properties and July 2000 for the other properties. This
revaluation will, in particular, recognise the re-
organisation now underway in the branded furniture
businesses.
Payment of creditors
The policy on the payment of creditors is included in
the Financial Review on page 11.
Donations
During the year the Company made charitable
contributions of £12,320 (2002: £17,145). The
Company continues its policy of not making
contributions for political purposes.
Environment
The Company recognises the importance of
responsible environmental management and its
obligation to protect the environment. The Company
therefore gives high priority to all environmental
matters and concerns and is committed to compliance
with applicable environmental regulations in all
territories where it conducts business.
Auditor
A resolution will be put to the Annual General Meeting
proposing that Ernst & Young LLP be re-appointed as
auditors of the Company.
By order of the Board
DW Adam, Director and Company Secretary
Silentnight House, Salterforth, Barnoldswick,
Lancashire BB18 5UE
30 April 2003 ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 17
Directors’ Remuneration Report
Information not subject to audit
The Company’s remuneration policy and the remuneration packages of individual Directors are the responsibility
of the Board as a whole. In order to avoid any Director having any involvement in determining or influencing any
part of the sums or benefits which he receives from the Company, the following apply:
the remuneration of the non-executive Directors is fixed by the executive Directors who take independent
advice;
acting on behalf of the Board is the Remuneration Committee, which meets twice a year and consists of Mr P
Clarke (Chairman), Mr J Clarke and Mr RA Pedder. Mr RA Pedder is considered to be independent. Until their
resignation on 28 September 2002, Mr K Ackroyd and Mr M Little were members of the Remuneration
Committee. The Remuneration Committee is responsible for defining the Group’s remuneration policy for
executive Directors and senior executives and for determining the specific remuneration packages of each
executive Director and senior executive; and 
the Remuneration Committee also seeks the view of the Chief Executive, Mr N Allenza, in setting overall policy
on remuneration and the packages of the other executive Directors and senior executives, but not in relation
to himself.
Remuneration policy for executive Directors
In framing its remuneration policy, the Remuneration Committee has given full consideration to the provisions of
the Combined Code as set out in The Listing Rules issued by the Financial Services Authority (‘The Combined
Code’). The Remuneration Committee’s overall policy regarding remuneration is to provide competitive packages
having regard to personal performance, pay and conditions prevailing in comparable companies as well as within
the Group. The Group aims to attract, retain and motivate executive Directors of the quality required to maintain
the Group’s position as a market leader.
However, the Remuneration Committee also seeks to pay no more than is necessary and, if appropriate, takes
specialist independent advice to assist it. The Remuneration Committee seeks to achieve demanding targets in
setting performance-related elements of the remuneration package in order to ensure that the interests of
shareholders are furthered by the performance of the individual executive Directors. The Committee’s view is that
the performance-related elements of the remuneration package for executive Directors should be a significant
element of the total. This serves to align the interests of such Directors with shareholders. Assuming full payment
of all elements, for the current year bonus of more than 25% of the total remuneration of the executive Directors
(ignoring pension contributions) would be performance related.
This report sets out the Group’s policy on directors’ remuneration for 2003 and, so far as practicable, for
subsequent years. The inclusion in the report of remuneration policy in respect of years after 2003 is required by
the legislation under which this report is prepared. The Remuneration Committee is able to state its remuneration
policy for 2003 with reasonable certainty, but is less certain that this policy will continue without amendment in
subsequent years. This is because the Committee considers that a successful remuneration policy needs to be
sufficiently flexible to take account of future changes in the Group’s business environment and remuneration
practice. Any changes in policy for years after 2003 will be described in future Remuneration Reports. All
statements in this report in relation to remuneration policy for years after 2003 should be read in the light of this
paragraph.
The remuneration package of each executive Director comprises the following elements:
(a) Salary and benefits
Basic salary is set at a level after taking account of the factors mentioned above. The Remuneration Committee
believes that too great a reliance on performance-related elements may produce a culture where short-term gain
may result at the expense of long-term returns and sets basic pay accordingly. In addition to basic pay, the
Company provides non-cash benefits which consist of a fully expensed company car, private medical insurance,
permanent health insurance and pension provision. A cash payment in lieu of such benefits is also provided. The
value of these benefits, which are included in the table of remuneration on page 22, are not pensionable but are
assessable to tax where the legislation so provides. SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 18
The Remuneration Committee’s policy is to phase the grant of options over a period of time so as to ensure long-
term incentivisation of the individual on a basis as close as possible to shareholders’ interests. Options to acquire
shares of the Company are offered subject to the rules of the schemes and never at a discount to the prevailing
share price. The award of options is not subject to performance conditions. The current policy is that during the
life of the Cash Long Term Incentive Plan (‘LTIP’), further options will not be granted to any individual who holds
an LTIP award. 
(d) The LTIP
An LTIP was approved by shareholders at the Annual General Meeting on 6 June 2002. The LTIP is available to
selected executive Directors and senior executives of the Group and relates to the four financial years of the
Company ending 29 January 2005. The award is not subject to performance conditions. The LTIP will enable
participants to earn a cash payment of between 80% and 120% of basic salary if the Group’s profit before tax in
the 2004/05 financial year is between £22 million and £26 million. If the Group’s profit before tax falls between
these minimum and maximum targets the vesting percentage will be calculated on a straight-line basis. There will
be a full vesting if the maximum target is achieved and no vesting if the Group’s profit before tax is below the
minimum target. The Remuneration Committee determines whether the targets have been achieved using the
audited annual report and financial statements of the Group, after taking the advice of the auditors as to whether
any adjustments are required to take account of any exceptional items as disclosed in the annual report and
financial statements. The Remuneration Committee believes that these are stretching targets which support the
objective of delivering maximum value from the Group.
As Mr N Allenza and Ms M Scott joined the board in September 2002, neither participates in the LTIP .
Directors’ Remuneration Report
(b) Performance-related bonus
Having achieved an acceptable platform, the Remuneration Committee seeks to incentivise executive Directors
by their participation in a bonus scheme which can pay up to 40% of basic salary. Having given full consideration
to the provisions of Schedule A of the Combined Code, demanding performance targets to achieve bonus have
been designed to ensure sustainable long-term performance as well as short-term gain. No bonus is payable
unless pre-defined minimum profit targets are achieved.
(c) Executive share option schemes
The Group operates an Inland Revenue approved share option scheme for executive Directors and senior
executives, which was approved by shareholders on 21 June 1994. The Group also operates an unapproved share
option scheme for executive Directors and senior executives which was adopted by the Board on 3 September
1996. The rules of both schemes are substantially the same. Following the 1996 Finance Act, grants of Inland
Revenue approved options are limited to a maximum value of £30,000 per participant and are made under the
approved share option scheme. Options in excess of £30,000 are granted under the unapproved share option
scheme. The total market value of shares which a participant is permitted to acquire under both schemes is
limited to a maximum of four times annual remuneration in aggregate.
Options issued under both schemes may be exercised between three and ten years after the date granted, subject
to the achievement of a performance criterion which requires that the percentage growth in earnings per share
of the Company over a three year period is at least 6% greater than the percentage increase in inflation over the
same period. The Remuneration Committee determines whether the performance condition has been met, using
the earnings per share (EPS) information contained in the Company’s annual report and accounts, after taking
the advice of the auditors as to whether adjustments are required to ensure consistency in accordance with the
terms of the performance condition. This procedure is followed in order to ensure that no executive Director is in
a position to rule on whether the performance conditions applying to his or her own incentives have been satisfied.
EPS was chosen as the appropriate measure of performance at the time the share option schemes were first
introduced and is the most common measure used in traditional share option schemes.  ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 19
Directors’ Remuneration Report
(e) Pension arrangements
Mr DW Adam is a member of the Silentnight Group DB Scheme (“the Scheme”).  The Scheme is a funded, Inland
Revenue approved, final salary, occupational pension scheme. All benefits are subject to Inland Revenue limits.
Mr DW Adam is required to make a contribution of 6% of pensionable salary.
Pensionable salary for Mr DW Adam is basic salary, which is subject to the earnings cap. The Company has set
up a Funded Unapproved Retirement Benefits Scheme (‘FURBS’) to which it contributes 30% of that part of his
basic salary which exceeds the earnings cap.
In addition to retirement benefits, the Scheme also provides a death-in-service lump sum and dependents’
benefits.
Mr J Clarke and Mr P Clarke, as employees of Famco Holdings Limited, the Company’s Holding Company and an
associated employer within the Scheme, are members of the Scheme in respect of their pensionable salary. The
calculation of pensionable salary for Mr J Clarke and Mr P Clarke does not include any bonuses. Mr P Clarke is
subject to the earnings cap, whereas Mr J Clarke is not. Both Mr J Clarke and Mr P Clarke are required to
contribute to the Scheme at the rate of 6% of pensionable earnings.
As the employer of Mr J Clarke and Mr P Clarke, Famco Holdings Limited pays contributions to the Scheme which
are assessed by the Scheme’s actuary to be equivalent to the actuarial cost of providing their respective benefits
under the Scheme. Death-in-service benefits relating to Mr J Clarke and Mr P Clarke are insured by the Scheme
and Famco Holdings Limited pays the cost of such insurance.
Neither Mr N Allenza nor Ms M Scott are members of the Scheme. The Company pays an amount equal to 25
per cent of their annual salaries in lieu of benefits provided by the Company from time to time, which sum is
deemed to include an element to enable them to fund their own personal pension arrangements should they so
wish. The Company, in addition, pays life insurance premiums for both Mr N Allenza and Ms M Scott to provide
cover of an amount equivalent to four times their basic salary
Service contracts
The service contracts and letters of appointment of the Directors include the following terms:
Date Unexpired term Notice period
of contract (months) (months)
Executive Directors
N Allenza 30 September 2002 24 24
DW Adam 1 August 1999 12 12
M Scott 30 September 2002 24 24
W Simpson 27 June 1995 Note (i) n/a
Non-executive Directors
RA Pedder 6 January 2003 35 n/a
J Clarke 30 June 2002 17 n/a
P Clarke 30 June 2002 17 n/a
K Ackroyd 30 June 2002 Note (i) n/a
M Little 10 April 2002 Note (i) n/a
Notes
(i)  Mr W Simpson, Mr K Ackroyd and Mr M Little resigned during the year.
Mr N Allenza and Ms M Scott have service agreements with Soundersleep Limited dated 30 September 2002
which are terminable by Soundersleep Limited giving 12 months notice in the case of under-performance and
24 months notice in any other case. Soundersleep Limited has an ongoing contract with the Company whereby
it provides the services of Mr N Allenza and Ms M Scott on the basis that the Company pays their basic salary
and other benefits.  SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 20
Directors’ Remuneration Report
Mr DW Adam has a service contract with the Company which, in normal circumstances, is terminable by the
Company after a notice period of 12 months. Mr DW Adam’s service contract, dated 1 August 1999 allows the
Company to make a payment in lieu of notice. This is consistent with the Remuneration Committee’s overall policy
on the duration of Directors’ contracts which is that:
- executive Directors should have rolling service contracts terminable on no more than one year’s notice served
by the Company, on the grounds of performance or by the Director; and 
- non-executive Directors do not have service contracts and are appointed by way of letter for fixed terms of up
to 3 years, renewable on the agreement of both the Company and the Director.
Non-executive Directors are not eligible to participate in any incentive plans, or share option schemes and, save
in the case of Mr J Clarke and Mr P Clarke, the Company’s pension arrangements.
There are no predetermined special provisions for executive or non-executive Directors with regard to
compensation in the event of loss of office. The remuneration committee considers the circumstances of
individual cases of early termination. The Company does not normally make payments beyond its contractual
obligations, including any payment in respect of notice to which a Director is entitled after mitigation is
considered.
Shares in Famco Holdings Limited (‘Famco’)
The Directors’ interests in shares of Famco, the ultimate Holding Company were as follows:
Number of shares at 1 February 2003
John Clarke          Peter Clarke
Beneficial           Beneficial
Number of Famco ordinary shares 1,254,098 1,231,827 1,298,667
Number of Famco 1st preference shares 1 20,994
Number of Famco 2nd cumulative preference shares 862,200 651,627
Number of shares at 2 February 2002
John Clarke          Peter Clarke
Beneficial Beneficial
Number of Famco ordinary shares 1,267,610 1,298,667
Number of Famco 1st preference shares 315,025 306,281
Number of Famco 2nd cumulative preference shares 963,827312,2      651,627
These interests duplicate holdings of 1,081,660 (2002: 1,117,443) ordinary shares, Nil (2002: 247,858) 1st
preference shares and 550,000 (2002: 651,627) 2nd cumulative preference shares which are held in trust for
the benefit of the families of Mr J Clarke and Mr P Clarke.
Shares in Soundersleep Limited
The Directors’ interests in shares in Soundersleep Limited were as follows:
Number of % of ordinary Number of % of preference 
ordinary shares share capital preference shares share capital
N Allenza 125,000 12.5% –– ––
M Scott 125,000 12.5% –– ––
Famco holds the balance of the ordinary shares and 100% of the preference shares in Soundersleep Limited. Directors’ Remuneration Report
Performance graph
As required by recent
legislation governing the
Directors’ Remuneration
Report, this graph illustrates
the performance of Silentnight
Holdings Plc measured by the
total shareholder return (share
price growth plus dividends
reinvested) for each period
against the total shareholder
return on a notional
investment made up of shares
in the group of companies
which a ‘broad equity market
index’ over the past five years
is calculated. The FTSE 350
index was selected as it
contains companies of a
similar size.
Directors’ interests
Shares in the Company
The beneficial interests of the Directors in the ordinary shares of the Company were as follows:
Number of shares 
1 February 2 February
2003 2002
RA Pedder ——
N Allenza ——
DW Adam 6,878 6,878
M Scott ——
P Clarke 660 660
J Clarke ——
There have been no changes since 1 February 2003.
In addition, Mr J Clarke and Mr P Clarke jointly have a non-beneficial interest in 25,000 ordinary shares of the
Company as two of the trustees of the estate of the late Mr T Clarke OBE, DSM.
ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 21
140
130
120
110
100
90
80
70
60
50
1998 1999 2000 2001 2002 2003
Silentnight Holdings
FTSE 350 index
Silentnight Holdings TSR vs the FTSE 350 index
Total Shareholder Return (%) SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 22
Directors’ Remuneration Report
Information subject to audit
Directors’ remuneration
52 weeks ended 1 February 2003
Other Performance Compensation
Salary/ emoluments related for loss 2003 2002
fees incl. benefits bonus of office Total Total
£’000 £’000 £’000 £’000 £’000 £’000
RA Pedder - note (i) 1 — — — 1 —
N Allenza - notes (ii) & (iii) 66 4 — — 70 —
DW Adam - note (iv) 160 21 — — 181 191
M Scott - notes (ii) & (iii) 39 2 — — 41 —
J Clarke - note (v) 23——— 23 21
P Clarke - note (v) 23——— 23 21
W Simpson - notes (iv), (vi) & (vii) 171 12 23 505 711 293
K Ackroyd - note (vi) & (vii) 37 6 — 60 103 61
M Little - note (vii) 14——— 14 21
—— —— —— —— ——— ——
534 45 23 5565 1,167  608
—— —— —— —— ——— ——
Notes
(i) Mr RA Pedder was appointed to the Board on 6 January 2003.
(ii) Mr N Allenza and Ms M Scott were appointed to the Board on 30 September 2002.
(iii) Soundersleep Limited has an ongoing contract with the Company whereby it provides the services of Mr N
Allenza and Ms M Scott on the basis that the Company pays their basic salary and other benefits.
(iv) The remuneration package of Mr DW Adam and Mr W Simpson includes non-cash benefits comprising the
provision of a fully expensed company car and private health insurance. 
(v) The fees of J Clarke and Mr P Clarke are paid to Famco.
(vi) The amounts paid as compensation for loss of office to Mr W Simpson and Mr K Ackroyd were made after
the receipt of independent legal advice from Hammonds and were within the terms of their contract, and
reflect the issue of mitigation. The amount includes £40,000 as the estimated money value for Mr W
Simpson for the use of a company car for two years.
(vii) Mr W Simpson, Mr K Ackroyd and Mr M Little resigned from the board on 28 September 2002.
Pension entitlement
The table below sets out information regarding the accrued pension entitlement of certain executive and non-
executive Directors:
Increase in accrued Total accrued
Age at Member’s pension during pension at
1 February contribution 2002/03 excluding 1 February
2003 during 2002/03 inflation 2003
£’000 £’000 £’000
N Allenza — — — —
DW Adam 54 6 3 47
M Scott — — — —
J Clarke 51 6 2 53
P Clarke 54 5 3 36
W Simpson - note (vii) 54 9 4 165
The pension entitlement shown is that which would be paid annually on retirement based on service to the end of
the year. ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 23
Directors’ Remuneration Report
Pension entitlement continued
The following additional information relates to Directors’ pensions:
(i) Normal retirement age is 60.
(ii) Dependents’ pensions: on death-in-retirement, a spouse’s pension equal to one-half of the Director’s
pension is payable in respect of service in the Group DB Scheme from 1 December 2002 plus two-thirds
of that part of the Director’s pension which relates to service in the Silentnight Staff Retirement Benefits
Scheme up to that date.
On death-in-service before normal retirement date, a spouse’s pension of 50% of the pension that would
have been payable to the Director on retirement at age 60 based on pensionable salary at the date of
death. In addition a childrens pension in respect of each child under 18 (or age 25 if continuing in full-
time education or vocational training) of one-sixth of the Director’s prospective pension at retirement with
a maximum of three children.
(iii) Early retirement can be taken from age 50 or at any time on account of incapacity provided the Company
gives its consent. The accrued pension is reduced to take account of any early payment.
(iv) Pension increases: pensions in payment are increased annually by the increase in RPI up to a maximum
of 5%.
(v) There are no discretionary benefits which affect or are taken into account when calculating the value of
benefits.
(vi) The above amounts in relation to Mr DW Adam do not include an employer’s contribution of £16,790
(2002: £13,245) to a FURBS.
(vii) The additional pension accrual during the year in respect of Mr W Simpson was the amount which would
have been payable at his normal retirement date. Mr W Simpson took early retirement with effect from 28
September 2002 and the pension payable was therefore reduced from that shown above.
The table below sets the accrued pension entitlement of certain executive and non-executive Directors:
Increase in
Change in transfer value
accrued benefit over the year
over previous year Transfer value at Transfer value at net of Directors’
including inflation 1 February 2003 2 February 2002 contributions
£’000 £’000 £’000 £’000
N Allenza ————
DW Adam 3 582 462 114
M Scott ————
J Clarke 3 616 556 54
P Clarke 4 474 385 84
W Simpson - note (i) 4 2,496 2,072 415
(i)  Mr W Simpson took early retirement from the Scheme on 28 September 2002.
The requirements of the Listing Rules differ from those of the Companies Act. The Listing Rules require the
additional pension earned over the year to be calculated as the difference between the pension accrued at the
end of the financial year and that accrued at the start of the financial year less the increase in the pension earned
over the year solely due to inflation. The change in the transfer value required by the Companies Act will also be
significantly influenced by the assumptions underlying the calculation at the beginning and the end of the
financial year and market conditions.
3 582 462 114 SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 24
Directors’ Remuneration Report
Directors’ interests
Executive share options
The share options in issue to the executive Directors during the year were as follows:
Number of options
Granted Normal date
2 February during 1 February Option from which Expiry
2002 year 2003 price exercisable date
DW Adam 17,045 — 17,045 176p 18/12/2003 17/12/2010
60,694 — 60,694 173p 18/12/2003 17/12/2010
75,000 — 75,000 187.5p 04/07/2004 03/07/2011
W Simpson 155,398 — 233p 10/11/1997 28/03/2003
13,100 — 212p 07/06/1998 28/03/2003
51,815 — 318p 22/05/2000 28/03/2003
15,112 — 192p 26/10/2001 28/03/2003
83,200 — 246.5p 19/10/2002 28/03/2003
The middle market price of the Company’s shares at 31 January 2003 was 127.5p. During the year, the middle
market price of the Company’s shares ranged between 122.5p and 257.5p.
Options may be exercised between three and ten years after the date granted, subject to the achievement of a
performance criterion which requires that the percentage growth in earnings per share of the Company over a
three year period is at least 6% greater than the percentage increase in inflation over the same period. The
Remuneration Committee determines whether the performance condition has been met, using the earnings per
share (EPS) information contained in the Company’s annual report and accounts, after taking the advice of the
auditors as to whether adjustments are required to ensure consistency in accordance with the terms of the
performance condition. EPS was chosen as the appropriate measure of performance at the time the share option
schemes were first introduced and is the most common measure used in traditional share option schemes. 
There was no exercise or lapse of share options during the year and there has been no change in the Directors’
interests since 1 February 2003. Their award of options is not subject to performance conditions.
No price was paid for any option.
Mr W Simpson, who resigned as a director on 28 September 2002, was entitled, in accordance with the Rules
of the share option schemes, to exercise the above options within a period of six months commencing on 28
September 2002.
Approval by shareholders
At the Annual General Meeting of the Company, to be held on 25 June 2003, a resolution approving this
report is to be proposed as an ordinary resolution.
This report was approved by the board on 30 April 2003.
Signed on behalf of the board
DW Adam
Finance Director Corporate Governance Statement
The Directors recognise the importance of adopting good governance practices in the interests of shareholders.
This statement, together with the Directors’ Remuneration Report, explains how the Company has throughout
the financial year complied with Section 1 of the Combined Code contained in The Listing Rules issued by the
Financial Services Authority (‘The Combined Code’).
The Group has complied with the provisions of the Combined Code throughout the financial year with the
exception of the following:
up to 28 September 2002, independent non-executive Directors comprised one-third of the Board. Since this
date there has been only one independent non-executive Director comprising one-sixth of the Board. The two
other non-executive Directors were nominated by Famco Holdings Limited (‘Famco’); 
the Remuneration Committee does not consist exclusively of independent non-executive Directors;
the Audit Committee does not consist of a majority of independent non-executive Directors;
the bonus earned by Mr W Simpson in the year was pensionable; and
since 28 September 2002, the Company does not have a senior independent director, although as part of the
undertaking granted to the Company (details of which are set out in the Directors’ Report), Famco and
Soundersleep Limited have agreed to endeavour to ensure that the Company retains at all times two
independent Directors, one being the non-executive Chairman. On appointment, the second independent
Director would fulfil the role of senior independent Director.
Directors
The Directors supervise the management of the business and the affairs of the Company, and see their principal
responsibilities as being to determine the broad strategy of the Company and to ensure its implementation.
The Company has both a Chairman and a Chief Executive, each having their own separate responsibilities.
Essentially, the Chairman is responsible for overseeing the Board, and the Chief Executive for running the
business. The Board is made up of six Directors, three of whom are non-executive. One is an independent non-
executive Director, being Mr RA Pedder, the Chairman, and he has substantial experience as a Director (in both
executive and non-executive capacities) of UK listed companies and major private companies. The other two non-
executive Directors, being Mr J Clarke and Mr P Clarke, are not regarded by the Board as independent. The three
executive Directors are Mr N Allenza, the Chief Executive, Mr DW Adam, the Finance Director and Ms M Scott,
the Director of People and Communications. The structure of the Board effectively ensures that no single Director
or group of Directors can dominate Board decision-taking.
The independent non-executive Director therefore comprises one-sixth of the Board. Famco Holdings Limited has
nominated two non-executive Directors, but they are not considered to be independent in terms of the Combined
Code. Soundersleep Limited, a company controlled by Famco, nominated two of the executive Directors, Mr N
Allenza and Ms M Scott. However, the Board believes that it is reasonable and appropriate that the ultimate
Holding Company and its controlled subsidiary should have the right to nominate Directors. Biographies of the
Board members appear on pages 12 and 13.
Each Director is provided with sufficient information to enable them to discharge their duties and responsibilities
as a Director. Where appropriate, the Directors engage the services of external professionals to assist them.
Individual Directors also have access, at the Company’s expense, to external advisers at their discretion.
The Company has a formal induction policy for new Directors. Whilst training is not always provided to Directors
when first appointed, particularly if they have relevant experience, appropriate training for any new and existing
Directors is constantly kept under review and provided where necessary.
ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 25 SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 26
Corporate Governance Statement
The Board meets regularly, normally eleven times each year, and has reserved for its review and approval certain
items, including the annual and interim results, annual budgets and plans, acquisitions and divestments,
significant capital expenditure and Board appointments. Other matters are delegated to the Remuneration
Committee and Audit Committee, whose duties and memberships are set out below. 
Due to the small size of the Board, there is no formal committee dealing with nominations. In the event of a future
appointment to the Board, it is anticipated that the selection would be dealt with by the Board as a whole.
The Company’s Articles of Association require that, in addition to any Director who is appointed following the date
of an Annual General Meeting and who must seek re-election at the next Annual General Meeting, not more than
one-third of Directors will seek re-election each year and that any Director who has been in office for three years
or more since their last appointment or re-election must, subject to continued satisfactory performance, seek re-
election at the next Annual General Meeting of the Company. Also, any Director on attaining the age of 65 is
required to seek re-election annually.
As noted in the Directors’ Report, Mr RA Pedder, Mr N Allenza and Ms M Scott will seek election and Mr DW Adam
will seek re-election at the Company’s Annual General Meeting.
In addition to their letters of appointment with the Company, Mr J Clarke and Mr P Clarke have employment
contracts with Famco, which company makes their services available to the Company. Mr N Allenza and Ms M
Scott have service agreements with Soundersleep Limited, who make their services available to the Company.
Directors’ remuneration
The Board has established a Remuneration Committee, the terms of reference of which are, in summary, to
recommend to the Board the remuneration policy for executive Directors and senior executives in the Company,
to determine the remuneration of the executive Directors and senior executives, and to exercise the powers of
the Directors under the share option schemes and the LTIP .
Each executive Director abstains from any discussion or voting at full Board meetings on Remuneration
Committee recommendations where recommendations have a direct bearing on his or her own remuneration
package. The details of each executive Director’s individual package are fixed by the Remuneration Committee in
line with the policy adopted by the full Board.
The Committee comprises Mr P Clarke (Chairman), Mr RA Pedder and Mr J Clarke. All are non-executive Directors
but only Mr RA Pedder is independent. The Committee normally meets once a year, but convenes whenever
necessary. The Directors’ Remuneration Report is set out on pages 17 to 24.
Relationships with shareholders
The Company seeks to ensure that all shareholders are kept informed of the Company’s affairs. There is an Annual
Report, including reviews from the Chief Executive and the Finance Director, and an Interim Report is also sent
to all shareholders. There is a regular dialogue with individual institutional shareholders particularly after the full
year and half year results. There is an opportunity for individual shareholders to question the Chairman at the
AGM. Furthermore, there is an opportunity for shareholders to question the Chairmen of the Audit and
Remuneration Committees at the AGM.
In recent years, only a small proportion of members have attended the AGM. Most votes are taken on a show of
hands, which does not reflect a true weight of shareholder opinion. At the AGM held in 2000, the Chairman
adopted the practice of announcing the total proxy votes for and against each resolution. This practice will
continue, as will the practice of proposing each resolution separately. The Notice of the 2003 AGM is, as on
previous occasions, being sent to all shareholders at least 20 working days before the meeting.
The Group’s full and half year results are displayed on the Group’s corporate website: www.silentnight-holdings.co.uk ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 27
Corporate Governance Statement
Accountability and audit
In submitting this Annual Report and the Financial Statements to the shareholders, the Board has sought to
ensure that a balanced and understandable assessment of the Company’s position and prospects has been
presented.
The Board has established an Audit Committee whose primary role is to keep under review the Group’s financial
and other systems and controls and its financial reporting procedures. In fulfilling this role, the Committee
receives and reviews work carried out by the internal and external auditors and their findings. The Company’s
internal audit department works to an annual programme developed in consultation with the Committee, as well
as covering specific matters arising during the year.
The Committee also keeps the scope and cost-effectiveness of both the internal audit function and the external
audit under review. The independence and objectitvity of the external auditors is also considered on a regular
basis with particular regard to the level of non-audit fees. The split between audit and non-audit fees for the year
under review appears on page 38. The non-audit fees were paid principally in respect of taxation advice and are
considered by the Committee not to affect the independence or objectivity of the auditors. 
The Committee comprises of Mr J Clarke (Chairman), Mr RA Pedder and Mr P Clarke. All are non-executive
Directors but only Mr RA Pedder is independent. The Committee meets at least twice a year and receives reports
from the internal and external auditors on a regular basis.
Internal controls
The Board of Directors is ultimately responsible for the Group’s system of internal control and for reviewing its
effectiveness. However, such a system is designed to manage rather than eliminate the risk of failure to achieve
business objectives, and can provide only reasonable and not absolute assurance against material mis-statement
or loss.
The Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks
faced by the Group. This includes financial, operational and compliance controls and risk management. This
process has been in place for the year under review and up to the date of approval of this Annual Report, is
regularly reviewed by the Board and accords with the Combined Code.
The Board has reviewed the effectiveness of the system of internal control by considering the output of the
processes described in this and subsequent paragraphs. In particular, it has reviewed and updated the process
for identifying and evaluating the significant risks affecting each of the businesses and the policies and
procedures by which these risks are managed.
The management of each business is responsible for the identification and evaluation of any significant risks
applicable to its business, together with the design and operation of suitable internal controls. These risks are
assessed on a continual basis and may be associated with a variety of internal or external sources, including
control breakdowns, disruption in information systems, competition, natural catastrophe and regulatory
requirements.
A process of control self-assessment and hierarchical reporting has been established for all businesses, which
provides a documented and auditable trail of accountability. These procedures are relevant across the Group’s
businesses and provide for successive assurances to be given at higher levels of management and, finally, to the
Board.
The senior executives review, on behalf of the Board, the significant risks inherent in the Group and the system
of control necessary to manage such risks, and present their findings to the Board.
The Chief Executive also reports to the Board on significant changes in the business and the external environment
which represent significant risks to the Group as a whole. The Group Finance Director provides the Board with
monthly financial information which includes key performance indicators. SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 28
Corporate Governance Statement
Summary Terms of Reference of Board Committees
Audit
Review the Company’s financial and other systems and controls and the Company’s financial reporting.
Remuneration
Make recommendations to the Board on the Company’s framework of existing remuneration. Determine 
remuneration packages for executive Directors and other senior executives.
Going concern
On the basis of current financial projections and existing bank facilities, the Directors have a reasonable
expectation that the Group has adequate resources to continue in operational existence for the foreseeable
future. For this reason, they continue to adopt the going concern basis in preparing the Financial Statements.
Statement of Directors’ Responsibilities in relation to the financial statements
The Directors are required by the Companies Act 1985 to prepare financial statements for each financial year
which give a true and fair view of the state of affairs of the Company and the Group as at the end of the financial
year and of the profit or loss for that year. In preparing the financial statements the Directors are required to:
select appropriate accounting policies and apply them consistently;
make judgements and estimates that are reasonable and prudent; and
state whether applicable accounting standards have been followed.
The Directors are responsible for ensuring that the Company keeps accounting records which disclose with
reasonable accuracy, at any time, the financial position of the Company and which enable them to ensure that
the financial statements comply with the Companies Act 1985. They have general responsibility for taking such
steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and
other irregularities. ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 29
Independent Auditors’ Report to the Members of Silentnight Holdings Plc
We have audited the Group’s financial statements for the 52 weeks ended 1 February 2003 which comprise the
Consolidated Profit and Loss Account, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Cash Flow
Statement, Consolidated Statement of Total Recognised Gains and Losses, Consolidated Reconciliation of Movements
in Shareholders’ Funds, Note of Historical Cost Profits and Losses and the related notes 1 to 31. These financial
statements have been prepared on the basis of the accounting policies set out therein. We have also audited the
information in the Directors’ Remuneration Report that is described as having been audited.
This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies
Act 1985. Our audit work has been undertaken so that we might state to the Company’s members those matters we
are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body,
for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and Auditors
The Directors are responsible for preparing the Annual Report including the financial statements which are required
to be prepared in accordance with applicable United Kingdom law and accounting standards as set out in the
Statement of Directors’ Responsibilities in relation to the financial statements.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements,
United Kingdom Auditing Standards and the Listing Rules of the Financial Services Authority.
We report to you our opinion as to whether the financial statements give a true and fair view and whether the
financial statements and the part of the Directors’ Remuneration Report to be 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 or the Listing
Rules regarding Directors’ remuneration and transactions with 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 by the Listing Rules, 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 risks and control procedures.
We read the other information contained in the Annual Report and consider whether it is consistent with the audited
financial statements. This other information comprises the Directors’ Report, Chairman’s Statement, Chief
Executive’s Review, Financial Review, the unaudited part of the Directors’ Remuneration Report, Corporate
Governance Statement, Financial Highlights and Company Profile, Directors and Advisers, Notice of Annual General
Meeting and Five Year Summary. We consider the implications for our report if we become aware of any apparent
mis-statements or material inconsistencies with the financial statements. Our responsibilities do not extend to any
other information.
Basis of Audit Opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices
Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the
financial statements and the part of the Directors’ Remuneration Report to be 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 Group’s circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all information and explanations which we considered
necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements
and the part of the Directors’ Remuneration Report to be audited are free from material mis-statement, whether
caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the
presentation of the information in the financial statements.
Opinion
In our opinion:
the financial statements give a true and fair view of the state of affairs of the Company and of the Group as at 
1 February 2003 and of the loss of the Group for the year ended; and
the financial statements and the part of the Directors’ Remuneration Report to be audited have been properly 
prepared in accordance with the Companies Act 1985.
Ernst & Young LLP
Registered Auditor
Leeds
30 April 2003 SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 30
Consolidated Profit and Loss Account
for the 52 weeks ended 1 February 2003
2003 2002
Notes £’000 £’000
Turnover 2 277,311 300,293
———— ————
Operating profit before exceptional operating costs 5,570 12,506
Exceptional operating costs 4 (16,120) (210)
———— ————
Operating (loss)/profit 2 (10,550) 12,296
———— ————
(Loss)/profit on sale of property (313) 571
———— ————
(Loss)/profit on ordinary activities before interest 5 (10,863) 12,867
Net interest payable 7 (384) (757)
———— ————
(Loss)/profit on ordinary activities before taxation (11,247) 12,110
Tax credit/(charge) on (loss)/profit on ordinary activities 8 2,770 (3,898)
———— ————
(Loss)/profit for the financial year (8,477) 8,212
Dividends 10 (3,832) (6,111)
———— ————
Retained (loss)/profit for the financial year 22 (12,309) 2,101
———— ————
(Loss)/earnings per share 11 (18.75p) 18.14p
Diluted (loss)/earnings per share 11 (18.75p) 18.14p
Normalised earnings per share 11 12.72p 18.61p
Dividends per ordinary share 10 18.50p 13.50p ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 31
Consolidated Balance Sheet
at 1 February 2003
2003 2002
Notes £’000 £’000
Fixed assets
Intangible assets 12 — 2,099
Tangible assets 13 62,827 75,198
Investments 14 2,021 3,782
———— ————
64,848 81,079
———— ————
Current assets
Stocks 15 15,465 19,677
Assets held for resale 16 — 4,000
Debtors: amounts falling due:
after more than one year 17 5,11,828 5,124
within one year 17 40,002 45,076
Cash at bank and in hand 17,338 4,615 
———— ————
74,633 78,492
Creditors: amounts falling due within one year 18 44,386 50,199
———— ————
Net current assets 30,247 28,293
———— ————
Total assets less current liabilities 95,095 109,372
———— ————
Creditors: amounts falling due after more than one year 19 10,381 10,772
Provision for liabilities and charges 20 2,444 3,628
———— ————
12,825 14,400
———— ————
Net assets 82,270 94,972
———— ————
Capital and reserves
Called up share capital 21 4,658 4,685
Share premium account 22 1,084 1,084
Revaluation reserve 22 5,643 8,355
Capital redemption reserve 22 27 —
Profit and loss account 22 70,858 80,848
———— ————
Equity shareholders’ funds 982,270 94,972
———— ————
The Financial Statements were approved by the Board of Directors on 30 April 2003 and signed on its behalf by:
RA Pedder DW Adam
Chairman Finance Director SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 32
Company Balance Sheet
at 1 February 2003
2003 2002
Notes £’000 £’000
Fixed assets
Tangible assets 13 1,065 1,113
Investments 14 10107,664 108,716
———— ————
108,729 109,829
———— ————
Current assets
Debtors: amounts falling due:
after more than one year 17 1,828 —
within one year 17 6,256 3,583
Cash at bank and in hand 1 7,224
———— ————
8,085 10,807
———— ————
Creditors: amounts falling due within one year 18 7,529 10,913
———— ————
Net current assets/(liabilities) 556 (106)
———— ————
Total assets less current liabilities 109,285 109,723
———— ————
Creditors: amounts falling due after more than one year 19 9,592 9,939
Provision for liabilities and charges 20 — (118)
———— ————
9,592 9,821
———— ————
Net assets 99,693 99,902
———— ————
Capital and reserves
Called up share capital 21 4,658 4,685
Share premium account 22 1,084 1,084
Capital redemption reserve 22 27 —
Profit and loss account 22 93,924 94,133
———— ————
Equity shareholders’ funds 99,693 99,902
———— ————
The Financial Statements were approved by the Board of Directors on 30 April 2003 and signed on its behalf by:
RA Pedder DW Adam
Chairman Finance Director ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 33
Consolidated Cash Flow Statement
for the 52 weeks ended 1 February 2003
2003 2002
£’000 £’000 £’000 £’000
Net cash inflow from operating activities (note 25) 15,456 12,675
Returns on investments and servicing of finance
Interest received 195 65
Interest paid (660) (870)
——— ———
(465) (805)
Taxation 3,063 (3,136)
Capital expenditure and financial investment
Purchase of fixed assets (6,461) (13,532)
Sale of fixed assets 3,320 303
Proceeds from sale of assets for resale 4,000 9,975  
Sale of shares by Executive Share Option Scheme 16 —
——— ———
875 (3,254)
Acquisitions and disposals
Proceeds of sale of subsidiary undertaking 2,450 — 2,450
Equity dividends paid (5,387) (6,111)
——— ———
Net cash inflow before management of liquid
resources and financing 13,542 1,819
Management of liquid resources
(Increase)/decrease in short-term cash deposits (10,433) 2,245
Financing
Repayment of bank loans (530)3 (483)
Share buy back (368) —
——— ———
(898) (483)
——— ———
Increase in cash 2,211 3,581
——— ———
Reconciliation of net (debt)/funds (note 25)
At 3 February 2002 (5,387) (7,380)
Increase in cash 2,211 3,581
Increase/(decrease) in short-term cash deposits 10,433 (2,245)
Decrease in bank loans 530 483
Exchange differences (210) 174
——— ———
At 1 February 2003 7,577 (5,387)
——— ——— SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 34
Consolidated Statement of Total Recognised Gains and Losses
for the 52 weeks ended 1 February 2003
2003 2002
£’000 £’000
(Loss)/profit for the financial year (8,477) 8,212
Currency translation differences on foreign currency net investments (25) 41
——— ——— 
Total recognised gains and losses for the financial year (8,502) 8,253
——— ———
Consolidated Reconciliation of Movements in Shareholders’ Funds
for the 52 weeks ended 1 February 2003
Note 2003 2002
£’000 £’000
(Loss)/profit for the financial year (8,477) 8,212
Dividends (3,832) (6,111)
——— ———
Retained (loss)/profit for the financial year (12,309) 2,101
Currency translation differences on foreign currency net investments (25) 41
Share buy back (368) —
——— ———
Net (reduction)/addition to shareholders’ funds (12,702) 2,142
——— ———
Opening shareholders’ funds 94,972 92,830
—————— ———
Closing shareholders’ funds 82,270 94,972
——— ——————
Note of Historical Cost Profits and Losses
for the 52 weeks ended 1 February 2003
2003 2002
£’000 £’000
Reported (loss)/profit on ordinary activities before taxation (11,247) 12,110
Realisation of property revaluation gains of previous years 2,712 —
——— ——— 
Historical cost (loss)/profit on ordinary activities before taxation (8,535) 12,110
——— ———
Historical cost (loss)/profit for the year after taxation and dividends (9,597) 2,101
——— ——— ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 35
Notes to the Financial Statements
1. Accounting policies
(a) Accounting convention
The financial statements have been prepared under the historical cost convention as amended by the revaluation
of freehold property in the UK and in accordance with applicable accounting standards.
(b) Basis of consolidation
The consolidated financial statements include the financial statements of the parent company and its subsidiary
undertakings made up to 1 February 2003.
(c) Intangible assets
Goodwill arising on the acquisition of subsidiaries and businesses prior to 31 January 1998 was written off to
reserves as incurred. Such goodwill is charged against profit for the year in which any disposal of the relevant
subsidiaries takes place. 
Goodwill arising on the acquisition of subsidiaries and businesses completed after 31 January 1998 is being
capitalised as an intangible asset and written off over its useful economic life.
(d) Foreign exchange
Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction
or at the contracted rate if the contract is covered by a forward foreign currency contract. Monetary assets and
liabilities denominated in foreign currencies are translated using the rate of exchange ruling at the balance sheet
date, or if appropriate at the forward contract rate, and gains or losses on translation are included in the Profit
and Loss Account.
The assets and liabilities of overseas subsidiary undertakings and associated undertakings are translated at the
closing exchange rate. Profit and Loss Accounts of such undertakings are consolidated at the average rates of
exchange during the year. Gains and losses arising on these translations are taken to reserves.
(e) Stocks
All stocks have been valued at the lower of cost and net realisable value. The cost of finished goods and work-
in-progress includes direct labour and appropriate production overheads.
(f) Tangible fixed assets
Freehold and leasehold property is revalued such that its carrying amount is its current value as at the balance
sheet date. All other fixed assets are included in the financial statements at cost. 
Depreciation is provided to write off the cost or valuation less the estimated residual value in equal instalments
over the estimated useful lives of the assets. The rates of depreciation are as follows:
Freehold property 2% per annum
Long and short leasehold property Over the period of the lease
Plant 10% per annum
Motor cars 25% per annum
Commercial vehicles 14% per annum
Trailers 10% per annum
Office fixtures and fittings 
(including computers and office equipment) 10% – 33% per annum
Government grants relating to capital expenditure are included in accruals and deferred income and released to
profit and loss over the estimated useful life of the asset.  SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 36
Notes to the Financial Statements
1. Accounting policies continued
(g) Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance
sheet date where transactions or events have occurred at that date that will result in an obligation to pay more,
or a right to pay less or to receive more, tax, with the following exceptions:
provision is made for tax on gains arising from the revaluation (and similar fair value adjustments) of fixed
assets, and gains on disposal of fixed assets that have been rolled over into replacement assets, only to the extent
that, at the balance sheet date, there is a binding agreement to dispose of the assets concerned. However, no
provision is made where, on the basis of all available evidence at the balance sheet date, it is more likely than
not that the taxable gain will be rolled over into replacement assets and charged to tax only where the
replacement assets are sold;
provision is made for deferred tax that would arise on remittance of the retained earnings of overseas
subsidiaries, associates and joint ventures only to the extent that, at the balance sheet date, dividends have been
accrued as receivable;
deferred tax assets are recognised only to the extent that the Directors consider that it is more likely than not
that there will be suitable taxable profits from which the future reversal of the underlying timing differences can
be deducted.
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in
which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance
sheet date.
(h) Finance leases
Assets held under finance leases are capitalised and included in tangible fixed assets at fair value. The obligations
relating to finance leases, net of finance charges in respect of future periods, are included as appropriate under
creditors due within, or creditors due after, one year. Finance charges are amortised over the lease term to reflect
a constant rate of interest on the remaining balance of the obligation.
(i) Operating leases
Rentals under operating leases are charged to the Profit and Loss Account on a straight-line basis over the period
of the lease.
(j) Pension costs
The expected cost of providing pensions under the Group’s defined benefit schemes, as calculated periodically by
professionally qualified actuaries, is currently charged to the Profit and Loss Account so as to spread the cost over
the service lives of employees in the schemes, in such a way that the pension cost is a substantially level
percentage of current and expected future pensionable payroll.
Costs incurred in respect of defined contribution schemes are charged to the Profit and Loss Account in
accordance with the period to which the contributions relate.
The transitional disclosures required by FRS 17 are included in these financial statements.
(k) Investments
Shares in Group companies are stated at cost less provisions for any impairment in value.
(l) Executive Share Option Schemes
The assets and liabilities of Silentnight Share Scheme Trustee Limited (the trustee of the Silentnight Holdings Plc
Employee Benefit Trust) are recognised as the assets and liabilities of the Company.
(m) Research and development
Research and development expenditure is written off as incurred. ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 37
Notes to the Financial Statements
2. Segmental analysis
Turnover is attributable to continuing activities; being the manufacture of beds, cabinet furniture and upholstery.
(i) Turnover and operating profit/(loss) by sector:
2003 2002
Turnover  Operating Turnover      Operating
profit/(loss) profit/(loss)
£’000 £’000 £’000 £’000
UK Bed Division 168,636 15,471 162,029 15,516
Furniture Division 97,273 (9,899) 125,246 (3,210)
Overseas Bed Division 11,402 (2) 13,018 200
———— ———— ———— ————
277,311 5,570 300,293 12,506
Exceptional operating costs:
- Furniture Division –– (12,744) –– (508)
- Other –– (3,376) –– 298
———— ———— ———— ————
–– (16,120) –– (210)
———— ———— ———— ————
277,311 (10,550) 300,293 12,296
———— ———— ———— ————
(ii) Turnover by ultimate destination: 2003 2002
£’000 £’000
United Kingdom and Eire 263,681 282,957
Mainland Europe 13,414 16,716
Rest of World 216 620
———— ————
277,311 300,293
———— ————
(iii) Analysis of capital employed by sector: 2003 2002
£’000 £’000
UK Bed Division 41,544 39,044
Furniture Division 33,508 57,240
Overseas Bed Division 2,407 2,035
———— ————
Capital employed 77,459 98,319
———— ————
Reconciliation of capital employed to net assets:
Capital employed 77,459 98,319
Assets held for resale –– 4,000
Intangible assets –– 2,099
Net funds/(debt) 7,577 (5,387)
Tax provision (2,694) (3,901)
Dividends (2,700) (4,255)
Net pension prepayment 2,628 4,097
———— ————
Total net assets 82,270 94,972
———— ————
3. Cost of sales and operating costs 2003 2002
£’000 £’000
Cost of sales 206,060 210,188
Distribution expenses 53,295 54,484
Administration expenses 28,506 23,325
———— ————
287,861 287,997
———— ———— SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 38
Notes to the Financial Statements
4. Exceptional operating costs 2003 2002
£’000 £’000
Furniture Division:
Reorganisation and redundancy costs 3,670 508
Fixed asset impairment 7,031 ––
Goodwill impairment 2,043 ––
———— ————
12,744 508
Other:
ESOP impairment 1,745 ––
Compensation for loss of office 565 ––
Other severance costs 382 ––
Legal and professional costs associated with abortive take private bid 476 ––
Executive recruitment costs 208 ––
Release of unrequired provisions –– (298)
———— ————
3,376 (298)
———— ————
16,120 210
———— ————
The reorganisation and redundancy costs in the Furniture Division consist largely of the closure costs of the
Keighley site of Silentnight Furniture following the transfer of manufacturing and distribution activities to
Sunderland. These costs also include redundancy costs at Ducal and Cornwell Parker Furniture.
The Group has carried out a review to determine whether there has been an impairment of its fixed assets and
goodwill. As a result, these assets have been written down to their appropriate value.
The cash payments for reorganisation and redundancy costs were £2,709,000 (2002: £208,000);
compensation for the loss of office £525,000; other severence costs £130,000; legal and professional costs
associated with the abortive take private bid £476,000 and executive recruitment costs £193,000.
5. (Loss)/profit before interest 2003 2002
£’000 £’000
(Loss)/profit before interest is stated after (charging)/crediting:
Depreciation (7,677) (7,870)
Amortisation of intangible assets (56) (123)
(Loss)/profit on disposal of fixed assets (248) 49
Impairment:                       fixed assets (7,031) ––
goodwill (2,043) ––
ESOP (1,745) ––
Auditors’ remuneration:     audit (198) (188)
other fees paid to the auditor and its associates (75) (59)
Leasing and hire charges: plant and machinery (1,867) (1,982)
other (1,298)) (1,484) (1,298)
Exchange gain on foreign currency borrowings/deposits 41) 48
Government grants 142 161
Research and development costs (876) (822)
Audit fees in respect of the company were £5,000 (2002: £5,000).
Depreciation charged to operating profit in the year represents the full amount written off fixed assets as
adjusted for the amounts included in the valuation of opening and closing stocks. ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 39
Notes to the Financial Statements
6. Employee information 2003 2002
£’000 £’000
(i) Staff costs
Wages and salaries 89,432 94,175
Social security costs 8,053 8,650
Other pension costs 2,884 2,415
———— ————
100,369 105,240
———— ————
Average number of persons employed by the Group 2003 2002
Production 3,727 4,002
Sales and distribution 963 992
Administration 380 481
———— ————
5,070 5,475
———— ————
(ii) Directors’ emoluments 2003 2002
£’000 £’000
Directors’ emoluments 602 608
———— ————
Aggregate contributions to money purchase scheme 17 13
———— ————
Number of Directors accruing benefits under:
Defined benefit scheme 4 4
Money purchase scheme 1 1
7. Net interest payable 2003 2002
£’000 £’000
Interest payable on:
Finance leases –– (6)
Bank loans and overdrafts:
Repayable within five years (584) (387)
Repayable beyond five years ––) (441)
———— ————
(584) (834)
Interest receivable 200 77
———— ————
(384) (757)
———— ————
8. Tax on (loss)/profit on ordinary activities
i)  Analysis of tax (credit)/charge in the year 2003 2002
£’000 £’000
Current tax:
UK corporation tax at 30% (2002: 30%) –– 3,859
Adjustments in respect of prior year (2,548) (294)
———— ————
(2,548) 3,565
Foreign tax 1 98
———— ————
(2,547) 3,663
Deferred tax:
Origination and reversal of timing differences (223) 235
———— ————
(2,770) 3,898
———— ———— Notes to the Financial Statements
8. Tax on (loss)/profit on ordinary activities continued
ii)  Factors affecting tax (credit)/charge for the year
The tax assessed for the year is lower than the standard rate of corporation tax in the UK (30%). 
The differences are explained below:
2003 2002
£’000 £’000
Group (loss)/profit on ordinary activities before tax (11,247) 12,110
———— ————
Group (loss)/profit on ordinary activities before tax at 30% (3,374) 3,633
Effects of:
Expenses not deductible for tax purposes 1,769             634
Movement on timing differences not recognised under FRS 19 2,036            (310)
Group relief not paid for (440) —
Adjustments to tax charge in respect of prior years                                       (2,548)         (294)
Other 10 —
———— ————
Total current tax (2,547) 3,663
———— ————
(iii) Factors that may affect future tax charges
A net deferred tax asset of £1,158,000 (2002: liability £463,000) has not been recognised due to uncertainty
over its recoverability in the foreseeable future (see note 20).
The deferred tax asset consists of £1,570,000 (2002: £188,000) arising on £5,233,000 (2002: £627,000) of
depreciation charged in excess of capital allowances, £1,061,000 (2002: £1,417,000) arising from
£3,536,000 (2002: £4,723,000) of tax losses carried forward and £511,000 asset (2002: liability £84,000)
arising from £1,703,000 (2002: £280,000) of other timing differences. The group also has an unprovided
deferred tax liability of £1,984,000 (2002: £1,984,000) in respect of tax arising on chargeable gains in previous
periods that have been deferred by means of hold over or rollover relief.
The assets relating to accelerated capital allowances and other timing differences may be recovered if there are
taxable profits arising in the period of reversal.
The group has tax losses arising of £3,536,000 (2002: £4,723,000) that are available indefinitely for offset
against future taxable profits of those companies in which the losses arose. Deferred tax assets have not been
recognised in respect of these losses as they may not be used to offset taxable profits elsewhere in the group,
and they have arisen in subsidiaries that have been loss-making for some time.   
The liability relating to the gains deferred will only crystallise as a result of the sale of the replacement assets or
if the replacement assets cease to be used for qualifying purposes or, in the case of certain assets, on the tenth
anniversary of the acquisition of the replacement asset. It may be possible that any future tax arising may be
deferred by subsequent group reinvestment into a qualifying asset. It is not anticipated that any of this deferred
tax will become payable in the foreseeable future.
9. Profit for the financial year
As permitted by Section 230(4) of the Companies Act 1985, the Profit and Loss Account of Silentnight Holdings
Plc is not presented as part of these Financial Statements. The profit dealt with in the financial statements of the
Company  for the financial year is £4,116,000 (2002: £13,356,000).
10. Dividends 2003 2002
£’000 £’000
Equity shares:
Interim paid: 2.5p per share (2002: 4.1p per share) 1,132 1,856
Proposed final: 6.0p per share (2002: 9.4p per share) 2,700 4,255
————    ————
Total: 8.5p per share (2002: 13.5p per share) 3,832 6,111
————    ————
SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 40 Notes to the Financial Statements
2001 2000
11. Earnings per share
The calculations of loss per ordinary 10p share are based on a loss of £8,477,000 (2002: £8,212,000 profit)
and on the weighted average number of ordinary shares in issue during the year of 45,210,526 (2002:
45,261,280).
As described in note 14, the trustee of the Employee Benefit Trust has waived the right to the dividends (other
than 0.01p per share) on the shares held by the trustee. Consequently, these shares have been excluded from
the calculation of the weighted average number of shares in accordance with FRS14, ‘Earnings per Share’.
Diluted earnings per loss have been calculated based on a loss of £8,477,000 (2002: £8,212,000 profit) as
stated above and on the following number of shares:
2003 2002
Number Number
of shares of shares
Weighted average number of shares in issue 45,210,526 45,261,280
Effect of share options 6,585 9,504
————— —————
45,217,111 45,270,784
————— —————
The calculation of normalised earnings per share is based on earnings of £5,751,000 (2002: £8,422,000) and
on the weighted average number of ordinary shares in issue of 45,210,526 (2002: 45,261,280). The normalised
earnings exclude exceptional operating costs net of tax of £14,228,000 (2002: £210,000).
12. Intangible fixed assets Group
Goodwill
Trademarks
£’000
Cost or valuation
At 3 February 2002 and 1 February 2003 2,239
—————
Provision for amortisation
At 3 February 2002 140
Charge for the year 56
Impairment 2,043
—————
At 1 February 2003 2,239
—————
Net book value
At 1 February 2003 ––
—————
At 2 February 2002 2,099
—————
Goodwill arose on the acquisition of Ducal Limited. This year £2,043,000 of goodwill impairment has been
recognised such that goodwill is written off in full.
ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 41 SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 42
Plant &
Company vehicles
Cost £’000
At 3 February 2002 3,469
Additions 284
Inter-group transfers 36
Disposals (119)
———
At 1 February 2003 3,670
———
Depreciation
At 3 February 2002 2,356
Charge for the year 307
Inter-group transfers 22
Disposals (80)
———
At 1 February 2003 2,605
———
Net book value
At 1 February 2003 1,065
———
At 2 February 2002 1,113
———
Freehold property includes £7,199,000 (2002: £7,522,000 ) in respect of land that is not depreciated.
Prior to the two company acquisitions in December 2000, a professional revaluation of Group freehold property
in the UK was undertaken in July 2000 by ATL Surveys, Chartered Surveyors of Nelson, Lancashire. The valuation
was undertaken on the basis of open market value for existing use with the exception of two specialised
properties which were valued on a depreciated replacement cost basis and three other properties which were
valued at open market value with a view to disposal. The valuation was prepared in accordance with the
Statement of Asset Valuation Practice and Guidance Notes, published by the Royal Institute of Chartered
Surveyors.
Notes to the Financial Statements
13. Tangible fixed assets                                           Long           Short
Freehold leasehold leasehold Plant &
Group property property property vehicles Total
Cost or valuation £’000 £’000 £’000 £’000 £’000
At 3 February 2002 34,801 35 5,755 72,045 112,636
Foreign exchange movements — 1 — 257 258
Additions 348 — — 6,113 6,461
Disposals (3,376) — — (3,641) (7,017)
——— ——— ——— ——— ———
At 1 February 2003 31,773 36 5,755 74,774 112,338
——— ——— ——— ——— ———
Depreciation
At 3 February 2002 723 34 113 36,568 37,438
Foreign exchange movements — 1 — 206 207
Charge for the year 521 — 69 7,164 7,754
Disposals (123) — — (2,796) (2,919)
Impairment — — — 7,031 7,031
——— ——— ——— ——— ———
At 1 February 2003 1,121 35 182 48,173 49,511
——— ——— ——— ——— ———
Net book value
At 1 February 2003 30,652 1 5,573 26,601 62,827
——— ——— ——— ——— ———
At 2 February 2002 34,078 1 5,642 35,477 75,198
——— ——— ——— ——— ——— Notes to the Financial Statements
13. Tangible fixed assets continued
Following the acquisition of Cornwell Parker plc, a professional revaluation of the acquired freehold properties was
undertaken as at December 2000 by HBSV, Chartered Surveyors of London. The valuation was undertaken on
the basis of open market value for existing use.
The Directors have scheduled a full valuation of its existing property portfolio to be completed in 2003. This
valuation will in particular recognise the re-organisation now underway in the branded furniture businesses.
On an historical cost basis freehold and leasehold property would have been included at the following amounts:
2003 2002
£’000 £’000
Cost 33,011 34,202
Aggregate depreciation (3,459) (3,202)
———— ————
Net book value 29,552 31,000
———— ————
The net book value of tangible fixed assets under finance leases included in tangible fixed assets amounted to £Nil
(2002: £8,000). The depreciation charge for the year in respect of finance leases was £8,000 (2002: £80,000).
Group Company
2003 2002 2003 2002
Future capital expenditure £’000 £’000 £’000 £’000
Contracted but not provided for 1,319 924 37 60
———— ———— ———— ————
14. Investments Group Company
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Investment in subsidiary undertakings — — 105,643 104,934
Investment in own shares 2,021 3,782 2,021 3,782
———— ———— ———— ————
2,021 3,782 107,664 108,716
———— ———— ———— ————
(i)
(ii)
(i) Investment in subsidiary undertakings
Company
Cost
At 3 February 2002
Net movement on loans
Liquidation of subsidiary
At 1 February 2003
Amount provided
At 3 February 2002
Amount provided in the year 
At 1 February 2003
Net book value
At 1 February 2003
At 2 February 2002
Details of subsidiary undertakings are given in note 29.
Shares in Loans to
subsidiaries subsidiaries Total
£’000 £’000 £’000
47,877 60,010 107,887
— 17,469 17,469
(92) — (92)
———— ———— ————
47,785 77,479 125,264
47,877 60,010 107,———— ———— ————
1,334 1,619 2,953
16,668 — 16,668
,———— ———— ————
18,002 1,619 19,621
,———— ———— ————
46,5429,783 75,860 105,643 3
———— ———— ————
46,543 58,391 104,934
———— ———— ————
ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 43 Notes to the Financial Statements
14. Investments continued
(ii) Investment in own shares
Group and Company
Cost £’000
At 3 February 2002 3,782
Disposals (16)
———
At 1 February 2003 3,766
———
Amount provided
At 3 February 2002 ––
Impairment 1,745
———
At 1 February 2003 1,745
———
Net book value
At 1 February 2003 2,021
———
At 2 February 2002 3,782
———
At 1 February 2003, Silentnight Share Scheme Trustee Limited held 1,585,230 (2002: 1,593,000) ordinary
shares, of which 94% were subject to options granted to employees, as trustee of the Silentnight Holdings Plc
Executive Share Option Scheme, and has waived the right to dividends (other than 0.01p per share) on these
shares. The market value of the shares held by the trustee at the year-end was £2,021,000.
The impairment in the year recognises the fall in value of the ESOP shares, which have been valued at their
market price as at the year end.
Details of options granted to Directors of the Company and the way in which the scheme operates are disclosed
in the Directors’ Remuneration Report on pages 17 to 24.
Under FRS 5, ‘Reporting the Substance of Transactions’, and as required in the UITF Abstract 13, ‘Accounting for
ESOP Trusts’, the assets and liabilities of an ESOP (employee share ownership plan) trust are required to be
recognised as the assets and liabilities of the sponsoring company. Any administration costs of the Silentnight
Holdings Plc Employee Benefit Trust are charged to the Profit and Loss Account as they accrue.
15. Stocks
Group 2003 2002
£’000 £’000
Raw materials and consumables 6,777 8,089
Work-in-progress 3,616 5,665
Finished goods 5,072 5,923
———— ————
15,465 19,677
———— ————
SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 44 Notes to the Financial Statements
16. Assets held for resale
Group 2003 2002
£’000 £’000
Cornwell Parker plc wholesale fabrics business and associated freehold properties 7,671 4— 4,000
———— ————
The assets held for resale in 2002 related to Cornwell Parker plc properties that remained to be sold. These
properties have been sold in the year.
17. Debtors                                                                        Group Company
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Due after more than one year:
Pension scheme prepayment 1,828 5,124 1,828 —
———— ———— ———— ————
Due within one year:
Trade debtors 34,315 38,872 1 5
Amounts owing by subsidiary undertakings — — 2,401 1,183
Other debtors 742 1,393 2,548 2,052
Pension scheme prepayment 800 445 800 —
Other prepayments 4,145 4,366 506 343
———— ———— ———— ————
40,002 45,076 6,256 3,583
———— ———— ———— ————
18. Creditors: amounts falling due within one year Group Company
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Bank overdrafts 169 63 7,822 —
Amounts owing to parent undertaking 13 18 13 18
Amounts owing to subsidiary undertakings —— — 63 88
Trade creditors 21,866 22,834 1,172 1,055
Corporation tax 250 1,234 451 3,088
Other taxation and social security 6,280 6,898 234 218
Deferred pension credit 5— 511 — —
Accruals and deferred income 11,084 12,963 645 2,079
Proposed dividend 2,700 4,255 2,700 4,255
Other creditors 2,024 1,423 1,429 112
———— ———— ———— ————
44,386 50,199 7,529 10,913
———— ———— ———— ————
19. Creditors: amounts falling due after more than one year Group Company
2003 2002 2003 2002
£’000 £’000        £’000 £’000
Bank loans 9,592 9,939 9,592 9,939
Accruals, deferred income and other creditors 789 833 — —
———— ———— ———— ————
10,381 10,772 9,592 9,939
———— ———— ———— ————
Bank loans are repayable as follows:
In two to five years 9,592 2,439 9,592 2,439
After more than five years — 7,500 — 7,500
———— ———— ———— ————
9,592 9,939 9,592 9,939
———— ———— ———— ————
As at 1 February 2003, the Group had £10,552,000 of undrawn committed borrowing facilities (2002:
£13,000,000) due to expire in more than two years.
Note
24
24
ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 45 Notes to the Financial Statements
20. Provision for liabilities and charges Group Company
Deferred
pension credit Provided   Provided
Deferred deferred deferred
pension credit taxation Total taxation
£’000 £’000 £’000 £’000
At 3 February 2002 961 2,667 3,628 (118)
Charged in the year — — — 118
Arising in the year — (223) (223) —
Transferred to pension prepayment) (961) — (961) —
———— ———— ———— ————
At 1 February 2003 — 2,444 2,444 —
———— ———— ———— ————
Deferred taxation is included in the financial statements as follows:
Group 2003 2002
Amount Amount Amount Amount
provided unprovided provided unprovided
£’000 £’000 £’000 £’000
Capital allowances in advance of depreciation 2,890 (1,570) 3,164 (188)
Trading losses (145) (1,061) (66) (1,417)
Other timing differences (301) 1,473 (431) 2,068
———— ———— ———— ————
2,444 (1,158) 2,667 463
———— ———— ———— ————
Company 2003 2002
Amount Amount Amount Amount
provided unprovided provided unprovided
£’000 £’000 £’000 £’000
Capital allowances in advance of depreciation — (6) 276 —
Trading losses —— (394) 175
Other timing differences — (320) ——
———— ———— ———— ————
— (326) (118) 175
———— ———— ———— ————
21. Called up share capital Number of
shares £’000
Ordinary shares of 10p each
Authorised at 2 February 2002 and 1 February 2003 60,000,000 6,000
—————— —————
Allotted, called up and fully paid
At 1 February 2003 46,578,831 4,658
—————— —————
At 2 February 2002 46,853,831 4,685
—————— —————
The reduction in share capital in the year represents the buyback of 275,000 shares at a cost of £368,000.
SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 46 Notes to the Financial Statements
22. Retained profits and reserves Share Capital
premium Revaluation redemption Retained
account reserve reserve profit
Group £’000 £’000 £’000 £’000
At 3 February 2002 1,084 8,355 — 80,848
Retained loss for the year — — —— (12,309)
Revaluation reserve transferred to retained profit — (2,712) — 2,712
Redemption of ordinary shares — — 27 (368)
Foreign exchange adjustments — —— —— (25)
———— ———— ———— ————
At 1 February 2003 1,084 5,643 27 70,858
———— ———— ———— ————
The transfer between the revaluation reserve and retained profit results from the sale of properties that had
previously been revalued.
The capital redemption reserve arises from the repurchase of the Company’s ordinary shares of 10p each.
The cumulative total goodwill written off against Group retained profits in respect of acquisitions prior to 31
January 1998 when FRS 10 ‘Goodwill and Intangible Assets’ was adopted amounts to £6,516,000 (2002:
£6,516,000).
No negative goodwill is included within reserves.
Share Capital
premium redemption Retained
account reserve profit
Company £’000 £’000 £’000
At 3 February 2002 1,084 — 94,133
Retained profit for the year — — 284
Redemption of ordinary shares — 27 (368)
Foreign exchange adjustments — — (125)
———— ———— ————
At 1 February 2003 1,084 27 93,924
———— ———— ————
23. Lease commitments Land and buildings Other assets
2003 2002 2003 2002
Operating leases £’000 £’000 £’000 £’000
Group
At 1 February 2003 the Group had annual
commitments under operating leases expiring
as follows:
Within one year 92 32 379 351
In two to five years 384 335 1,065 897
In over five years 657 896 —                —
———— ———— ———— ————
1,133 1,263 1,444 1,248
———— ———— ———— ————
Other assets
2003 2002
Company £’000 £’000
At 1 February 2003 the Company had annual
commitments under operating leases expiring as follows:
Within one year 20 27
In two to five years 112 93
———— ————
132 120
———— ————
ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 47 SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 48
Notes to the Financial Statements
24. Pensions
(i) SSAP 24 disclosures
The Group operates a number of pension schemes. The schemes are funded by contributions from the Group and
employees and their assets held in separate trustee administered funds. On 1 December 2002, the Silentnight
Staff Retirement Benefits Scheme and the Silentnight Holdings Plc Scheme No 1 merged, the ongoing scheme
being renamed the Silentnight Group DB Scheme (DBS).
The total pension cost for the Group was £2,884,000 (2002: £2,415,000) made up as follows:
2003 2002
£’000 £’000
UK defined benefit schemes
- DBS 245 —
- Silentnight Staff Retirement Benefits Scheme 1,372 1,592
- Silentnight Holdings Plc Scheme No 1 400 430
———— ————
2,017 2,022
- SSAP 24 net credit (356) (832)
———— ————
1,661 1,190
UK defined contribution schemes 1,185 1,160
Overseas schemes 38 65
———— ————
2,884 2,415
———— ————
The pension cost relating to the defined benefit schemes is assessed in accordance with the advice of
professionally qualified actuaries using the projected unit method.
The last formal valuation of the Silentnight Staff Retirement Benefits Scheme took place as at 1 January 1999
and this showed the market value of the assets to be £27,098,000. The actuarial value of the assets was
sufficient to cover 102% of the benefits due to members, calculated on the basis of pensionable earnings and
service as at the date of the valuation and on an ongoing basis.
The last formal valuation of the Silentnight Holdings Plc Scheme No 1 took place as at 5 April 2000 and this
showed the market value of the assets to be £64,019,000. The actuarial value of the assets was sufficient to
cover 108% of the benefits due to members, calculated on the basis of pensionable earnings and service as at
the date of the valuation and on an ongoing basis.
The principal assumptions used for the purposes of these financial statements are:
Rate of investment growth 8.5% per annum
Rate of salary growth 6.5% per annum
Rate of dividend growth 4% per annum
Rate of pension increases 4.25% per annum
A prepayment of £2,628,000 is included in debtors in respect of the DBS. As at 2 February 2002, a provision
of £1,472,000 was included in creditors in respect of the Silentnight Staff Retirement Benefits Scheme and a
prepayment of £5,569,000 was included in debtors in respect of the Silentnight Holdings Plc Scheme No 1.
The unpaid contributions outstanding at the year end in respect of the UK defined contribution schemes, included
in creditors (note 18), are £88,000 (2002: £90,000).
The charge of £37,800 (2002: £64,700) relating to an overseas scheme has been determined in accordance
with the local best practice and regulations in the relevant country. ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 49
Notes to the Financial Statements
24. Pensions continued
(ii) FRS 17 disclosures
The information disclosed is required by the transitional provisions of FRS 17.
FRS 17, if implemented in full, will require immediate recognition in the balance sheet of the net surplus or deficit
in the DBS calculated as at the balance sheet date. The standard requires the assets to be measured at their
market value and the liabilities to be discounted at the rate of return available on high quality corporate bonds,
both at the balance sheet date.
The values of the defined benefit scheme assets under FRS 17 have been determined by the actuary, based on
the results of the actuarial valuation as at 1 February 2003 and 2 February 2002, and using the following
assumptions:
Silentnight  Silentnight
Silentnight Staff Retirement Holdings Plc
DB Scheme Benefits Scheme Scheme No 1
% per annum % per annum % per annum
Rate of increase in salaries 3.5 4.0 4.0
Rate of increase in pensions in payment
- all 2.2 2.5  — 
- pre 6 April 1997 — — 3.5
- post 6 April 1997 — — 2.5
Rate of revaluation of pensions in deferment 2.2 2.5 2.5
Price inflation 2.2 2.5 2.5
Discount rate 5.4 5.6 5.6
The assets in the scheme and the expected rates of return were as follows:
Expected Market Expected Market Expected Market
long-term value of long-term value of long-term value of
return assets return assets return assets
% £’000 % £’000 % £’000
Equities 7.9 48,855 7.5 26,094 7.5 41,500
Bonds - Government 4.4 20,472 4.9 11,317 4.9 3,800
Bonds - Corporate 5.2 6,250 5.6 2,553 5.6 7,200
Property 7.9 1,808 — — 7.5 2,000
Cash 3.5 958 4.5 170 4.5 600
———— ———— ————
Total 78,343 40,134 55,100
———— ———— ————
An analysis of the defined benefit cost for the year to 1 February 2003 is as follows:
£’000
Current service cost 3,575
Settlements or curtailments (1,579)
————
Total operating charge 1,996
————
Expected return on pension scheme assets 6,499
Interest on pension scheme liabilities (5,709)
————
Total other finance income 790
————
2003 2002
2003
Silentnight DB Scheme
Silentnight Holdings Plc
Scheme No 1
Silentnight Staff Retirement
Benefits Scheme
2002 Notes to the Financial Statements
24. Pensions continued
Analysis of the amount recognised in the Consolidated Statement of Total Recognised Gains and Losses
2003
£’000
Actual return less expected return on pension scheme assets (21,890)
Experience gains and losses arising on the scheme liabilities (1,611)
Changes in assumptions underlying the present value of the scheme liabilities 1,900
————
Actuarial loss that would be recognised in the Consolidated Statement 
of Total Recognised Gains and Losses (21,601)
————
Analysis of movements in deficit during the year
2003
£’000
Deficit in scheme at beginning of the year (6,705)
Movement in year:
Current service costs (3,575)
Contributions 2,448
Settlements/curtailments 1,579
Other finance income 790
Actuarial loss (21,601)
————
Deficit in scheme at end of the year (27,064)
————
Following the merger of the two schemes, employer contributions have been agreed at 12.5% and employee
contributions at 6%.
History of experience gains and losses 2003
Difference between the expected and actual return on scheme assets
amount (£’000) (21,890)
percentage of scheme assets (28)%
Experience gains and losses on scheme liabilities
amount (£’000) (1,611)
percentage of scheme liabilities (2)%
Total amount recognised in Consolidated Statement of Total Recognised Gains and Losses
amount (£’000) (21,601)
percentage of scheme liabilities (20)%
The estimated financial position as at 1 February 2003 and 2 February 2002 was as follows:
Silentnight Staff Silentnight
Silentnight Retirement Benefits Holdings Plc
DB Scheme Scheme Scheme No 1
£’000 £’000 £’000
Total market value of assets 78,343 40,134 55,100
Present value of scheme liabilities (105,407) (47,539) (54,400)
———— ———— ————
(Deficit)/surplus in the scheme (27,064) (7,405) 700
———— ———— ————
Related deferred tax asset/(liability) 8,120 2,222 (210)
———— ———— ————
Net pension (liability)/asset (18,944) (5,183) 490
———— ———— ————
2003 2002
SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 50 Notes to the Financial Statements
24. Pensions continued
Reconciliations of the profit and loss account and net assets under FRS 17
(a)  Profit and loss account
Group 2003 2002
£’000 £’000
Profit and loss reserve as stated in the balance sheet 70,858 80,848
SSAP 24 balance (2,628) (4,097)
———— ————
Profit and loss reserve excluding amounts relating to defined benefit asset 68,230 76,751
FRS 17 - deficit in the DBS (18,944) —
FRS 17 - deficit in the Silentnight Staff Retirement Benefits Scheme — (5,183)
FRS 17 - surplus in the Silentnight Holdings Plc Scheme No 1 — 490
———— ————
Profit and loss reserve including amounts relating to defined benefit (liabilities)/asset 49,286 72,058
———— ————
Company 2003 2002
£’000 £’000
Profit and loss reserve as stated in the balance sheet 93,924 94,133
SSAP 24 balance (2,628) —
———— ————
Profit and loss reserve excluding amounts relating to defined benefit asset 91,296 94,133
FRS 17 - deficit in the DBS (18,944) —
———— ————
Profit and loss reserve including amounts relating to defined benefit liability 72,352 94,133
———— ————
(b)  Net assets
Group 2003 2002
£’000 £’000
Net assets as stated in the balance sheet 82,270 94,972
SSAP 24 balance (2,628) (4,097)
———— ————
Net assets excluding defined benefit asset 79,642 90,875
FRS 17 - deficit in the DBS (18,944) —
FRS 17 - deficit in the Silentnight Staff Retirement Benefits Scheme — (5,183)
FRS 17 - surplus in the Silentnight Holdings Plc Scheme No 1 — 490
———— ————
Net assets including defined benefit (liabilities)/asset 60,698 86,182
———— ————
Company 2003 2002
£’000 £’000
Net assets as stated in the balance sheet 99,693 99,902
SSAP 24 balance (2,628) —
———— ————
Net assets excluding defined benefit asset 97,065 99,902
FRS 17 - deficit in the DBS (18,944) —
———— ————
Net assets including defined benefit liability 78,121 99,902
———— ————
ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 51 (ii) Analysis of net (debt)/funds
Cash at           Short Debt due
bank and term Bank after Net
in hand deposits overdraft 1 year (debt)/funds
£’000 £’000 £’000 £’000 £’000
At 3 February 2002 4,128              487 (63) (9,939) (5,387)
Cash flow:
Increase in cash/bank overdraft 2,317 —    (106) — 2,211    
Increase in short-term cash deposits — 10,433                    — — 10,433
Decrease in bank loans — — — 530 530
Exchange differences (27) — — (183) (210)
——— ——— ——— ——— ———
At 1 February 2003 6,418 10,920 (169) (9,592) 7,577
——— ——— ——— ——— ———
The Group includes short-term cash deposits as liquid resources.
26. Financial instruments
The Group’s financial instruments comprise borrowings, some cash and liquid resources, and various items such
as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial
instruments is to raise finance for the Group’s operations.
Treasury management
The Group’s treasury policy is designed to minimise risk, whilst ensuring that adequate and cost-effective
arrangements are in place to support planned activities.
In the analysis overleaf, the Group has taken advantage of the exemption contained within FRS 13 ‘Derivatives
and Other Financial Instruments’ to exclude disclosures relating to short-term debtors and creditors.
SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 52
Notes to the Financial Statements
25. Notes to the Consolidated Cash Flow Statement
(i) Reconciliation of operating (loss)/profit to operating cash flow 2003 2002
£’000 £’000
Operating (loss)/profit (10,550) 12,296
Depreciation 7,754 7,885
Amortisation of intangible assets 56 123
Loss/(profit) on sale of fixed assets 248 (49)
Fixed asset impairment in the Furniture Division 7,031 —
Goodwill impairment 2,043 —
ESOP impairment 1,745 —
Decrease in stocks 3,595 113
Decrease/(increase) in debtors 8,352 (2,960)
Decrease in creditors (4,818) (4,733)
———— ————
Net cash inflow from operating activities 15,456 12,675
———— ———— Notes to the Financial Statements
26. Financial instruments continued
Interest rate risk
The Group finances its operations through a mixture of retained profits, bank overdrafts and medium-term loans.
The currency profile of the Group’s floating cash holdings and short-term investments was:
1 February 2 February
2003 2002
£’000 £’000
Sterling 16,908 4,004
Euros 186 416
US dollars 197 160
Other 47 35
———— ————
17,338 4,615
———— ————
The floating rate financial assets comprise other deposits that earn interest based on short-term deposit rates
and local currency base interest rates.
The interest rate and currency profile of the Group’s financial liabilities was:
1 February 2 February
2003 2002
£’000 £’000
Sterling 7,500 7,503
Euros 2,261 2,499
———— ————
9,761 10,002
———— ————
The floating rate financial liabilities comprise medium-term loans, bank borrowings and overdrafts that bear
interest rates linked to base interest rates.
Currency risk
As at 1 February 2003, after taking into account the effects of forward foreign exchange contracts, the Group had
no material currency exposures relating to trading activities.
The Group limits its foreign currency exposure through normal market mechanisms such as forward currency
purchases. Where goods are bought in foreign currencies, the Group aims to cover forward the full value of all
committed purchases. The Group does not enter into speculative arrangements, in that all transactions in
financial products are matched to an underlying business requirement such as planned purchases.
There are no material unrecognised gains or losses on instruments used for hedging.
Liquidity risk
The Group’s policy has throughout the year been to ensure continuity of funding. The Group has medium-term
loan facilities, which are sufficient for current needs. Short-term flexibility is achieved by overdraft facilities. The
Group’s borrowings are all unsecured and its borrowing capacity is greatly in excess of that which is taken. The
maturity profile of the Group debt and borrowing facilities are set out in notes 18 and 19.
Given the nature of the Group’s financial assets and liabilities, it is the Directors’ opinion that there is no material
difference between their reported book values and estimated fair values.
27. Ultimate holding company
The largest and only group in which the results of the Company are consolidated is that headed by the Company’s
ultimate holding company, Famco Holdings Limited (‘Famco’), which is incorporated in Great Britain. The
consolidated accounts of Famco are available to the public and may be obtained from Companies House, Crown
Way, Cardiff, CF14 3UZ.
ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 53 Notes to the Financial Statements
28. Related party transactions
As noted in the Directors’ Report on page 14, the Company has a contract with Famco principally in respect of
the provision of taxation and pensions advice. Payments to Famco in respect of these services during the year
ended 1 February 2003 amounted to £109,000 (2002: £123,000). As at 1 February 2003, amounts owed to
Famco in respect of these services totalled £13,000 (2002: £18,000). Apart from these charges, the Group
was reimbursed £99,000 (2002: £94,000) by Famco for pension and similar benefits incurred by the Group in
respect of employees of Famco. As at 1 February 2003, amounts owed by Famco in respect of these costs
totalled £Nil (2002: £Nil).
During the year, purchases were made of £582,000 (2002: £395,000), at normal market prices by Group
companies from Marsden Vanplan Plc, of which Mr J Clarke is a Director and controlling shareholder. £2,000
was outstanding at 1 February 2003 (2002: £55,000).
29. Principal subsidiary undertakings
(i)  Companies incorporated in Great Britain
Company Location
ABF Limited (100% of ordinary shares of £1 each
directly held) which trades as:
Silentnight Beds Barnoldswick, Lancashire
P&L Beds Batley, West Yorkshire and           
Wombwell, South Yorkshire
Sealy United Kingdom Aspatria, Cumbria
Pocket Spring Bed Company Skipton, North Yorkshire
Silentnight Furniture Sunderland, Tyne & Wear 
Westminster Bedsteads Wrexham, Clwyd
Sherbury Salterforth, Lancashire
Ossett Felts Ossett, West Yorkshire
Silentnight Ireland Mallusk, Northern Ireland
Silentnight Limited Salterforth, Lancashire
(100% of ordinary shares of £1 each indirectly held)
Rest Assured Limited Batley, West Yorkshire
(100% of ordinary shares of £1 each directly held)
Ducal Limited Andover, Hampshire
(100% of ordinary shares of £1 each directly held)
Cornwell Parker Properties Limited Salterforth, Lancashire
(100% of ordinary shares of 5p each directly held)
Cornwell Parker Furniture Limited Chipping Norton, Oxfordshire,
(100% of ordinary shares of £1 each indirectly held) Edmonton, London and High Wycombe, 
Buckinghamshire
(ii)  Overseas company % directly 
Issued share capital held
Silentnight Houben GmbH (Germany) C2,173,000 100
Other subsidiaries have not been shown because they are either dormant or not material. 
All the listed subsidiary undertakings are involved in the manufacture of beds and furniture, with the exception
of Silentnight Limited and Cornwell Parker Properties Limited, the Group’s property companies.
–
SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 54 ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 55
Notes to the Financial Statements
30. Contingent liabilities
(i)  Bank guarantees
The Company has provided cross guarantees in respect of certain bank loans and overdrafts of its subsidiary
undertakings. The gross cross guarantees at 1 February 2003 totalled £7,263,000 (2002: £13,096,000).
(ii)  Potential insurance premium
The Company has a maximum exposure of £307,000 in respect of the premium payable for its Employers
Liability Insurance policy for the period from 31 October 2001 to 1 February 2003.
(iii)  Potential defined benefit pension liability
As part of the process of the merging of our two defined benefit pension schemes in the year, and based on
actuarial advice, the Company has undertaken to pay up to £2,000,000 into the merged scheme in the event
of its wind-up within a period of five years commencing on 1 January 2002.
31. Post balance sheet event
On 4 April 2003, the Company announced its proposal to close Ducal’s Andover and Bridgend sites with effect
from 4 July 2003. SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 56
Notice of Annual General Meeting
Notice is hereby given that the thirty third Annual General Meeting of the Company will be held at the Silentnight
Exhibition Centre, Salterforth, Barnoldswick, Lancashire on Wednesday 25 June 2003 at 12 noon for the following
purposes:
Ordinary business
1. To receive and consider the Company’s annual financial statements for the 52 weeks ended 1 February
2003 together with the Directors’ Report and the Auditors’ Report thereon.
2. To approve the Directors’ Remuneration Report.
3. To declare a final dividend.
4. To re-elect Mr DW Adam as a Director.
5. To elect Mr RA Pedder as a Director.
6. To elect Mr N Allenza as a Director.
7. To elect Ms M Scott as a Director.
8. To re-appoint Ernst & Young LLP as auditor and to authorise the Directors to agree their remuneration.
Special business
9. To consider and, if thought fit, pass the following resolution which will be proposed as a special resolution:
(a) that in accordance with Article 48 of the Company’s Articles of Association and Chapter VII of Part V of the
Companies Act 1985 (‘the Act’) and subject to paragraph (b) of this resolution, the Company be and is
hereby granted general and unconditional authority (pursuant to Section 163 (3) of the Act) to make market
purchases of its own ordinary shares of 10p each (‘Ordinary Shares’) on such terms and in such manner as
the Board of Directors of the Company may from time to time determine.
(b) the authority conferred by paragraph (a) of this resolution shall:
(i) expire at the conclusion of the next Annual General Meeting of the Company save that the Company
before the expiry of the authority may enter into any contract for the purchase of Ordinary Shares which
might be executed and completed wholly or partly after its expiry;
(ii) be limited to the purchase of a maximum of 4,657,000 Ordinary Shares; and
(iii) not permit the payment per Ordinary Share of more than 5 per cent above the average of the middle
market quotations for an Ordinary Share derived from The London Stock Exchange Daily Official List for
the five business days immediately preceding the day on which any purchase by the Company of
Ordinary Shares is made or less than 10p, exclusive in each case of expenses payable by the Company.
(c) the authority conferred by this resolution shall only be capable of variation, revocation or renewal by the
Company in general meeting.
On behalf of the Board,
DW Adam, Director,
Silentnight House,
Salterforth, Barnoldswick, Lancashire BB18 5UE                                                                 16 May 2003 ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 57
Notice of Annual General Meeting
Notes
1. A shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxies
to attend and vote instead of him/her. A proxy need not be a shareholder of the Company. A form of proxy
is enclosed with this Annual Report for the use of shareholders unable to attend the meeting. Returning a
proxy card, duly completed, will not preclude a shareholder from attending the meeting and voting in person.
2. The register of Directors’ interests in shares of the Company and copies of Directors’ service contracts are
available for inspection during business hours at the registered office of the Company, from the date of this
notice until the date of the meeting and at the place of the meeting for at least fifteen minutes prior to and
during the meeting.
3. If approved, the dividend will be paid on 4 July 2003 to shareholders registered on 6 June 2003.
4. Pursuant to Regulation 41 of the Uncertified Securities Regulations 2001, the Company specifies that only
those holders of ordinary shares registered in the register of members of the Company as at 6pm on Monday
23 June 2003 shall be entitled to attend or vote at the meeting in respect of the number of shares
registered in their names at that time. Changes to entries on the register of members after 6pm on Monday
23 June 2003 shall be disregarded in determining the rights of any person to attend or vote at the meeting. SILENTNIGHT HOLDINGS PLC ANNUAL REPORT 2003 58
Five Year Summary
1999 2000 2001 2002 2003
Profit and loss account £’000 £’000 £’000 £’000 £’000
Turnover 236,074 219,682 230,082 300,293 277,311
———— ———— ———— ———— ————
Profit/(loss) before taxation 16,289 40,013* 13,949 12,110 (11,247)
Taxation (5,278) (14,531) (4,644) (3,898) 2,770
———— ———— ———— ———— ————
Profit/(loss) attributable to shareholders 11,011 25,482 9,305 8,212 (8,477)
Dividends (5,431) (5,839) (6,111) (6,111) (3,832)
———— ———— ———— ———— ————
Retained earnings 5,580 19,643 3,194 2,101 (12,309)
———— ———— ———— ———— ————
Earnings/(loss) per ordinary 10p share 24.33p 56.30p 20.56p 18.14p (18.75)p
Normalised earnings per ordinary 10p share 24.33p 28.90p 22.90p 18.61p 12.72p
Net dividends per share 12.00p 12.90p 13.50p 13.50p 8.50p
Balance sheet £’000 £’000 £’000 £’000 £’000
Fixed assets 60,200 47,133 78,263 81,079 64,848
Net current assets 14,924 43,030 29,198 28,293 30,247
Long-term liabilities (13,747) (2,969) (14,631) (14,400) (12,825)
———— ———— ———— ———— ————
Capital and reserves 61,377 87,194 92,830 94,972 82,270
———— ———— ———— ———— ————
Net assets value per 10p share 131.0p 186.1p 198.1p 202.7p 176.6p
*Includes £21,472,000 profit on disposals of businesses and properties.
Results for the years prior to 2001 have not been restated to reflect the effects of FRS 19 ‘Deferred Tax’. ANNUAL REPORT 2003 SILENTNIGHT HOLDINGS PLC 59
Five Year Summary
1999 2000 2001 2002 2003
£m
236.1
219.7
1999 2000 2001 2002 2003
£m
16.3
40.0
1999 2000 2001 2002
pence
24.33
56.30
1999 2000 2001 2002 2003
£m
61.4
87.2
Turnover Profit before taxation
Earnings per ordinary share Capital and reserves
18.5
*
28.90
*
*  Before profits on disposals of businesses and properties.
** After exceptional operating costs of £16.1m.
230.1
13.9
20.56
92.8
300.3
12.1
18.14
95.0
restated restated
277.3
4.9
(11.2)**
82.3
2003
(18.75) c  2003 SILENTNIGHT HOLDINGS PLC Silentnight Holdings Plc
Registered Office: 
Silentnight House, Salterforth, Barnoldswick, Lancashire BB18 5UE
Tel: 01282 815888  Fax: 01282 850409
www.silentnight-holdings.co.uk
Registered No: 971583