Senior plc Annual Report and Accounts 2004 Senior plc Corporate Proﬁle
Contents
Senior is an international manufacturing group with
operations in 11 countries. Senior designs, manufactures 
and markets high technology components and systems for
the principal original equipment producers in the worldwide
aerospace, automotive and specialised industrial markets.
Aerospace 45% of Group turnover
(1)
Engine structures and mountings, fluid control 
systems, metallic high-pressure ducting, composite 
low-pressure ducting
Automotive 40% of Group turnover
(1)
Flexible exhaust connectors, engine emission 
pipework, diesel fuel systems, air conditioning/turbo
charger pipework
Industrial 15% of Group turnover
(1)
Metallic and fabric expansion joints, flexible metallic 
hoses, composite hoses, ventilation ducting
1 Financial highlights
2 Chairman’s statement
3 Chief Executive’s review
4 Aerospace
4 Automotive
5 Industrial
6 Finance Director’s review
8 Board of Directors
9 Report of the Directors
11 – Remuneration report
16 – Ethical, social, health,
– safety and environmental report
18 – Corporate governance report
21 Independent auditors’ report 
to the members of Senior plc
22 Group proﬁt and loss account
23 Balance sheets
23 Group statement of 
total recognised gains and losses
24 Group cash ﬂow statement
25 Notes to the accounts
46 Five year summary
47 Principal group undertakings
48 Additional shareholder information
48 2005 Financial calendar
ibc Ofﬁcers and advisers
Note
(1)
Continuing business only Senior plc Annual Report and Accounts 2004 1
368.4
322.9
306.8 04
03
02
Financial Highlights 2004
Turnover
(3)
£m
2.00
2.00
2.00 04
03
02
Dividends Per Share pence
87.4
64.2
50.6 04
03
02
Net Debt £m
6.4 
5.4 
5.3 04
03
02
Operating Margin
(3)
%
13.1
8.0
10.4 04
03
02
Gross Capital Expenditure £m
4.47
3.13
3.65 04
03
02
Underlying Earnings Per Share pence
25.2
20.2
10.5 04
03
02
Free Cash Flow £m
Note
(3)
Continuing business before amortisation of goodwill
Year ended 31 December
2004 2003
(1)
Turnover from continuing operations £306.8m £322.9m
Underlying proﬁt before tax
(2)
£12.7m £11.4m
Underlying earnings per share
(2)
3.65p 3.13p
(Loss) on businesses sold (£13.3m) £nil
(Loss)/proﬁt before taxation (£5.2m) £6.4m
Basic (loss)/earnings per share (2.25p) 1.50p
Free cash ﬂow
(2)
£10.5m £20.2m
Net borrowings £50.6m £64.2m
Dividends per share 2.00p 2.00p
Note
(1)
The comparative ﬁgures for 2003 have been restated to reﬂect the adoption 
of FRS 17 “Retirement Beneﬁts” and UITF 38 “Accounting for ESOP Trusts”.
(2)
See Finance Director’s Review for derivation of non-statutory information. Senior plc Annual Report and Accounts 2004
2
Chairman’s Statement
“Senior has delivered an encouraging set of results, achieving an increase
in underlying earnings per share and a reduction in debt despite the
adverse effects of the weakening US dollar and signiﬁcant raw material
price increases.The Group’s recent automotive diesel programme wins,
scheduled to start production in late 2006, combined with the ongoing
recovery in the civil aerospace market, mean Senior has an excellent
base for proﬁtable growth in the medium-term.”
Senior made further progress during 2004
in building the foundations for an improved
future performance.The ongoing focus 
on better production efﬁciency, process
improvement and enhanced product
development are all targeted at delivering
proﬁtable organic growth for the future.
It is particularly encouraging to report that,
in the latter part of 2004, the Group secured
a number of automotive programmes for
new products developed over the past two
years.The year’s main operating challenge
was the signiﬁcant rise in raw material prices.
Proﬁts were also adversely impacted by the
translation effect of the continued weakening
of the US dollar. Against this background,
the Group reported an improvement 
in underlying earnings per share and 
a further reduction in net debt.
Financial Results
Largely because of the weaker US dollar
and the disposals completed in the year,
Group turnover declined by 8.2% to
£325.9m (2003 – £354.9m) and operating
profit before goodwill amortisation by 
9.2% to £16.8m (2003 – £18.5m).A much
reduced charge for interest and lower net
finance charges for retirement beneﬁts
resulted in underlying profit before taxation
increasing to £12.7m (2003 – £11.4m).
Underlying earnings per share increased 
by 16.6% to 3.65p (2003 – 3.13p restated
for the full implementation in 2004 of
Financial Reporting Standard 17 “Retirement
Beneﬁts” and Urgent Issues Task Force 38
“Accounting for ESOP Trusts”).The derivation
of underlying earnings per share and other
non-statutory information is explained 
in the Finance Director’s Review.
The loss on disposal of businesses was
£13.3m (2003 – £nil) such that the Group
reported a loss after tax of £6.9m (2003 –
£4.6m proﬁt).The basic loss per share was
2.25p (2003 – 1.50p earnings per share).
In the Aerospace Division, the reported
turnover reduction of 2.9% to £139.6m
(2003 – £143.8m) was entirely due to 
the weaker US dollar. Underlying demand
improved and this, together with a continued
focus on manufacturing efficiency and 
the benefit of prior year cost reductions,
resulted in operating proﬁt before goodwill
amortisation increasing by 20.8% to £9.3m
(2003 – £7.7m).The recovery in the civil
sector gained momentum throughout the
year and demand in the defence and military 
sector remained steady.The operating margin
was 6.7% (2003 – 5.4%).
Sales of automotive vehicles were ﬂat in
both North America and Europe. However,
turnover in the Group’s Automotive
Division declined by 5.2% to £122.9m
(2003 – £129.6m), primarily due to adverse
exchange rate movements and some North
American product programmes coming 
to an end. In Europe and the Rest of the
World the Group’s automotive turnover
increased. Impacted by adverse exchange
rate movements, raw material price
increases and supplier problems in France,
Divisional operating proﬁt before goodwill
amortisation declined by 14.3% to £6.6m
(2003 – £7.7m) resulting in an operating
margin of 5.4% (2003 – 5.9%).
In the Industrial Division, the sale of the 
five industrial hose businesses, for a total
consideration of £8.3m, was completed 
in August bringing the Group’s ongoing
disposal programme to an end.The turnover
of the three remaining industrial businesses
declined by 10.2% to £44.9m (2003 – £50.0m)
and the operating profit before goodwill
amortisation to £0.5m (2003 – £2.0m).
The reductions were the result of poor
market conditions and the costs of the
major rationalisation exercises undertaken 
at two of the three operations.
Net debt at the end of 2004 was £50.6m,
a 21% reduction from the 2003 year-end
debt of £64.2m.
Dividend
The Board is recommending an unchanged
ﬁnal dividend of 1.35p per share in respect
of 2004, bringing the total dividend for the
year to 2.00p per share (2003 – 2.00p).
Employees and the Board
Gordon Campbell joined the Group as 
a non-executive Director in July 2004 and 
I would like to welcome him to the Board.
Having been appointed to the Board 
during the year he will stand for re-election
by the shareholders at the forthcoming
Annual General Meeting.
The Group’s employees have once again
worked with enthusiasm and commitment
whilst dealing with the many challenges our
economies, industries and customers presented
to us. I would like to thank them for their
wholehearted contribution during 2004.
Outlook
The recovery in the aerospace industry is well
underway with demand for large civil aircraft
increasing and, whilst automotive market
demand remains steady, new programme
wins in the diesel sector, in Europe and more
particularly in North America, augur well 
for the future.The new automotive products
go into production from mid 2006 onwards
and, as previously stated, capital investment 
is expected to increase signiﬁcantly during
2005 as production capacity is installed to
meet the growth in demand.
The Group’s disposal programme, which
commenced in 2000, is at an end and most
of the planned plant rationalisations have
been completed.The US dollar has been
relatively stable against other major currencies
since the year-end but raw material prices
show few signs of declining.Trading in the ﬁrst
two months of 2005 has been satisfactory.
As a result, the Group can anticipate 
a challenging but less volatile environment 
in 2005 with encouraging prospects thereafter
as the new automotive programmes go 
into production and the aerospace market
continues to grow.
James Kerr-Muir
Chairman Senior plc Annual Report and Accounts 2004 3
Senior is a supplier of engineered products
to OEM customers.The demands upon its
factories are directly linked to the market
conditions its customers are experiencing as
well as the relative success of their products
in their chosen market sectors. Over the
past two years, Senior has significantly
increased its resources in the development
of new products and processes in order 
to increase sales to the OEM customers
and, irrespective of the market conditions,
grow the top line sales of the Group.These
efforts are beginning to bear fruit.
In Aerospace, the civil aircraft sector
continues to recover. Boeing is forecast 
to build 314 planes in 2005 compared 
to 285 in 2004. At Airbus, the expectation 
is for deliveries of 350 aircraft in 2005,
up from 320 in 2004. Combined, this 10%
increase in high value products – aircraft 
and engines – demonstrates the ongoing
recovery across the industry.The regional 
jet builders (and their engine suppliers) 
are not as ambitious because most of their
main customers, the big North American
hub operators, remain in ﬁnancial difﬁculty.
Senior’s Aerospace Division has around 29%
of its turnover in the defence and military
sector where demand has been strong,
particularly for replacement parts for aircraft
serving in active military regions around the
world.The Division also contains elements
of medical and semi-conductor business,
both of which saw solid demand in 2004.
Across the Aerospace Division, the total
anticipated shipset value for each Airbus
A380 aircraft has grown to about £190k.
The substantial development costs on the
programme are coming to an end and 
it is anticipated that more than ten shipsets
will be delivered in 2005 as production
commences.The maiden flight of the 
A380 is targeted for the first half of 2005.
The shipset value on the Lockheed Martin
Joint Strike Fighter has also increased 
(now approximately £300k).Whilst 
volume production is still some years 
off, revenue is beginning to be generated
with test, prototype and pre-production
parts now in manufacture. Being incremental 
to current production, both these
programmes will add future sales and 
value to the Division.
Other potential incremental programmes 
of note include the Eurofighter, which 
has now recommenced assembly, the 
Boeing 787 and Airbus 350 aircraft, for
which tenders are now being sought,
and the A400M, a new European military
transport aircraft.
Senior’s Automotive Division experienced 
a range of challenges and opportunities
during 2004.The marketplaces in North
America and Europe are mature and saw
little growth in the period. In the USA,
however, Asian car companies continued 
to increase share at the expense of the 
“Big 3”, whose market share declined from
60.2% in 2003 to 58.7% in 2004.Their
initiatives to retain market share, and stem
the decline, led to continued pressure on
the Division’s product pricing.The situation
was exacerbated by the steep increase in
the price of many raw materials, including
the stainless steels used in abundance by
Senior. During the year, the management
time absorbed in dealing with these pricing
issues was considerable.
The Group’s automotive operation in the
USA continued to reduce sales as product
programmes came to an end as expected
and, together with the raw material issues,
it was a challenge to ensure the
momentum required in new product
development was maintained. Pleasingly,
these efforts were rewarded during 2004,
with the booking of several new product
programmes, mainly associated with
commercial diesel engine production.
In Europe, all commercial vehicles and about
50% of passenger cars use diesel engines,
whereas in North America the number 
of diesel engines produced is much lower
because they are rarely installed in passenger
vehicles. New US legislation means that 
by 2007 all US diesel engines must conform
to much tougher emission standards and,
to achieve this, all manufacturers of diesel
engines are converting to what is known 
as “common rail” technology .This technology
is already widely used by the European
manufacturers to increase power output,
reduce noise and vibration, improve fuel
consumption and meet the more stringent
emissions legislation.
Over the past three years, the product
development efforts of Senior Automotive
have been increasingly focused on diesel
engines both in Europe and the USA and
several new incremental programmes were
won during 2004. It is planned that the
manufacturing capacity needed to put these
new products into production will increase
overall Group capital expenditure to nearly
twice depreciation in 2005.
The planned industrial disposal programme
was completed in 2004 with the Industrial
Division reducing from eight operations 
to three, following the sale of the Division’s
ﬁve industrial hose businesses.The market
conditions experienced by the remaining
three proved to be mixed. Canada’s economy
continued strongly, which helped, but demand
from oil and gas, power generation and UK
construction were well below expectation.
A substantial cost reduction programme was
initiated to improve the future performance
of the Division, the benefits of which 
are expected to be seen in 2005 assisted 
by some degree of market recovery.
Chief Executive’s Review
“The Group remains committed to the strategy of operational
improvement, cost reduction and value enhancement through
product and process design and development. Operational
excellence, impeccable customer service and proﬁtable pricing
continue to be core Group objectives.” Senior plc Annual Report and Accounts 2004
4
Aerospace Division
Geographic turnover by destination
68% North America
10% UK
21% Rest of Europe
1% Rest of World
The civil aerospace market began to show
signs of progressive recovery in 2004,
following the market turmoil experienced 
in 2002 and 2003 as a result of the events
of 9/11. Further recovery is expected 
in 2005.
Amongst the larger civil aircraft manufacturers,
Airbus is expected to deliver 350 planes in
2005, a 15% increase over the 305 planes
delivered in 2003 and a 9% increase over
the 320 planes delivered in 2004. By contrast,
Boeing is moving from 281 deliveries 
in 2003 and 285 in 2004 to an expected 
314 deliveries in 2005 – a 12% increase over
the three years. In the regional jet sector,
Bombardier delivered 242 planes in 2003 
but only 195 in 2004, a reduction of 19%.
The other major regional jet manufacturer,
Embraer, increased its deliveries by 47% 
from 101 in 2003 to 148 in 2004.The engine
manufacturers’ demands upon our operations
mirrored the changes in the mix of demand
for the aircraft.
Demand for military and defence products
remained at around 29% of Divisional sales.
This continued to help Senior Aerospace
SSP , in Los Angeles, which designs and
fabricates high pressure ducting systems.
The company moved ahead strongly on 
all fronts during the year and completed 
its factory modernisation programme.
It now has a manufacturing facility that 
truly reﬂects its world leading product
design capability.
Senior Aerospace Metal Bellows in Sharon,
Massachusetts, specialises in edge-welded
bellows products. It benefited from 
the recovery in civil aircraft build rates,
the demand for spares as more aircraft
returned to the sky, and from the military
and defence sector remaining strong.
The cost reductions implemented in 
2002 and 2003 also helped the company’s
profitability during 2004.
Senior Aerospace BWT, in the UK, made
little progress in 2004.This company has 
a technical leadership position in ultra 
low weight passenger cabin ducting with 
its biggest customer being Bombardier 
to whom it sells in US dollars – hence 
the dual challenges in 2004 of declining
demand and a declining sterling selling price.
There are a variety of initiatives and new
product programmes in development to
help mitigate this situation in the future.
Senior Aerospace Composites is located 
in Wichita, Kansas, and manufactures
composite ducting, but to a different
speciﬁcation to BWT. This company has
borne very signiﬁcant start-up costs on the
Airbus A380, but these are now declining 
as the A380 programme starts production.
Recovery in demand for business jets at 
its biggest customer, Cessna, will also help
the business to move ahead.
In France, Senior Aerospace Ermeto 
was the main operation in the Group
affected by the pause in production of the
Euroﬁghter. This programme is scheduled to
recommence during 2005. Ermeto supplies
pipework and associated components for
the hydraulic systems on the Euroﬁghter
and other aircraft. Product development
and production improvements are helping
its recovery. At Senior Aerospace Calorstat,
also in France, 2004 was a year of signiﬁcant
progress, helped by new leadership of the
business and demand being ahead of
expectations at a number of its customers.
Senior Aerospace Bird Bellows has a 
leading position in the supply of ﬂexible 
high pressure metallic ducting components.
Airbus’s increasing build rate is helping 
Bird to grow turnover with the business
also beneﬁting from the ofﬂoad work being
outsourced by Airbus, as it prepares for
increased volumes and the ramp up in
production of the much larger A380.
Senior Aerospace Bosman, in Holland, made
signiﬁcant progress in securing new business
with OEMs as its traditional repair business
declined. Product detail manufacture is
being outsourced to lower cost countries
and the business is planning to move to 
a smaller facility incorporating design, ﬁnal
assembly and testing only. New business,
both in aerospace and power generation,
is in discussion.
In San Diego, USA, the Group has two
aerospace operations. Senior Aerospace 
Jet Products began to see some recovery 
in 2004 as the build rate of the Boeing 737
increased. At Senior Aerospace Ketema,
an improved result was helped by higher
levels of demand on a range of programmes.
However, the operation will experience 
a signiﬁcant mix change in 2005 as new
business from Goodrich, Rolls-Royce and
Pratt & Whitney goes into production 
to replace reduced demand from the regional
jet engine manufacturers.This will entail
further investment in the complex machining
equipment necessary to meet the stringent
manufacturing demands required by the
new generation of aircraft engines.
Overall, the Aerospace Division made 
healthy progress during 2004 with improved
operating proﬁts and an increase in operating
margin. 2004 was a typical year for capital
expenditure with £4.1m invested (75% of
depreciation).The focus on lean manufacturing
remains as strong as ever and this should
help further progress to be made as the
aerospace market continues its recovery.
Automotive Division
Geographic turnover by destination
34% North America
7% UK
48% Rest of Europe
11% Rest of World
The Group’s main automotive markets, the
USA and Europe, were ﬂat in 2004.Within
them, however, the trend of the Asian brands
winning market share from the regional
brands continued. In the USA, the “Big 3”
market share declined again, whilst Toyota
and Nissan made further inroads. In Europe,
BMW had a good year, Fiat a poor one and
Toyota again advanced its market position.
Volume was not the primary challenge 
in 2004 for Senior Automotive.The major
challenge was, and still is, raw materials with
some genuine shortages, suppliers demanding
huge price rises and the vehicle manufacturers
resisting component price increases because
of the impact on their own limited proﬁtability.
The worst impact was at Senior Automotive
Bartlett, in the USA, where some of its
products were designed out of customers’
vehicles and some legacy products moved
to lower cost countries.The operation got
through the year, with huge management
effort, and with very substantial progress
made in securing incremental business with
new customers for new products.These
products, all for diesel engine applications,
include high pressure fuel lines, common
rails and exhaust gas recycling coolers. Senior plc Annual Report and Accounts 2004 5
Test facilities are being substantially upgraded
and manufacturing capacity installed ready
for production starting in late 2006, in order
that the customers’ diesel engines will 
meet the new 2007 emissions legislation.
Capital expenditure at this plant will be
substantially higher in 2005 and 2006 as 
a result.The ongoing enquiry rate associated 
with this legislation change still remains 
high.The recovery in Bartlett’s ﬁnancial
performance should start in 2006.
Senior Automotive Crumlin has also been
focused on product development whilst,
like Bartlett, it has suffered migration of
legacy products to lower cost operations.
Diesel engines are in widespread use 
in passenger cars in Europe and Crumlin
has designed, developed and tested a new
exhaust gas recycling cooler that is lighter
and more efficient than anything else 
on the market. Substantial prototype and
application engineering work is in progress
with three high volume European diesel
engine manufacturers.
At Senior Automotive Blois, in France, 2004
turned out to be a year of great challenge.
Its financial performance deteriorated 
as a result of unexpectedly high volume
increases, a key production plant supplier
going into receivership and a key supplier
failing to consistently maintain supplies 
at the required level. However, additional
raw material sources have now been
commissioned with new machine capacity,
from a different equipment supplier,
shortly due for installation. Recovery 
is expected in 2005.
Senior Automotive Kassel, in Germany,
moved ahead in 2004, helped by the 
cost reduction actions taken in 2003 and 
by stronger demand from its traditional
customers.The company has many new
product applications in discussion and
further progress is expected.
Senior Automotive Olomouc, a greenﬁeld site
in the Czech Republic, remained proﬁtable
throughout 2004 having moved into proﬁt
for the ﬁrst time at the end of 2003. Its
products had been relocated from the Group’s
Blois facility in France over the previous two
years. It is anticipated that further expansion
will take place at this site in due course.
Senior Automotive Sao Paulo, in Brazil, also
moved ahead in 2004. A more stable local
economy and steadier market demand helped
its automotive business. A higher level of
demand was seen for its industrial products.
Senior’s operation in India, Senior Automotive
New Delhi, grew strongly, winning new
business for its domestic OEM automotive
market as well as serving the growing
European automotive aftermarket.As a result,
plans are in place to increase the ﬂoorspace
of the factory during 2005 and to install
additional manufacturing capacity. Further
growth in this business is anticipated.
Senior Automotive Cape T own, in South
Africa, had a successful year, beginning with
the move into a much larger factory, the
installation of new manufacturing equipment
and the start of production on a series of
new product lines.The Automotive Division’s
key legacy product, for which Senior has 
a substantial market position, is the exhaust
flex for front wheel drive cars.This historically
migrated from Bartlett in the USA and
Crumlin in the UK to Cape Town as
customers took advantage of the weak local
currency. More recently, the South African
Rand has strengthened so stemming the
flow. Nonetheless, unit volumes on existing
programmes continue to grow.
Whilst 2004 was a challenging year for Senior
Automotive, the Division is now beginning to
see the fruits of the effort and resource that
has gone into new product development
over the past two years. As a consequence,
the performance of the Division is expected
to improve in the coming years.
Industrial Division
Geographic turnover by destination
50% North America
46% UK
0% Rest of Europe
4% Rest of World
The ﬁnal planned disposal was completed
during 2004, leaving turnover at the
remaining three operations at £44.9m in
2004 (2003 – £50.0m).The ﬁve industrial
hose operations that left the Group in
August 2004 had sales for the seven months
prior to disposal of £19.1m (£32.0m for
the full year in 2003).The ﬁnancial details 
of the disposal are contained in the Finance
Director’s Review.
Of the three remaining businesses, Canada
did well, helped by a supportive economy,
continued attention to its cost base and 
the development of a more cost-effective
supply base.
At Pathway, in the USA, the factory in
Tennessee was closed and the factory 
in Texas expanded. All production operations
are now in the Texan facility. Pathway is a world
leader in the design, fabrication and installation
of large expansion joints for process plant,
oil and gas and power generation applications
but, during 2004, the market demand for its
products remained at a low level.A recovery
in demand has become evident at the 
start of 2005 and this, together with the
management and cost base overhaul now
being implemented, should result in the
performance of Pathway improving.
Senior Hargreaves is the market leader 
in the design, fabrication and installation of
ventilation ductwork but new construction
in the UK has recently been in the doldrums.
The business underwent a strategic review
in 2004 with the result that, in future, a greater
emphasis will be placed on higher speciﬁcation
applications and the retail side of the business.
Hargreaves is expected to start to make
progress in 2005 with the new strategy 
in place and the completion of the ongoing
Wembley Stadium contract.
The three industrial businesses are all in shape
to improve their performance in 2005 and
continue to progress thereafter.
Graham Menzies
Chief Executive Senior plc Annual Report and Accounts 2004
6
Financial Performance
The Group fully implemented Financial
Reporting Standard 17 “Retirement
Beneﬁts” and Urgent Issues Task Force 38
“Accounting for ESOP Trusts” in the period.
The comparative figures for 2003 have
been restated with underlying earnings 
per share for 2003 being restated to 3.13p
from the previously reported 3.52p.
The Chairman has commented on the
Group’s headline results in his statement.
For a second consecutive year, the reported
results were significantly impacted by
adverse currency movements with the
average rate of the US dollar weakening 
by 10.4% (US$1.83:£ in 2004 compared 
to US$1.64:£ in 2003). Overall,
on translation, currency movements
reduced turnover of continuing operations
by £19.8m (6.1%) and operating proﬁt 
from continuing operations before 
goodwill amortisation by £1.5m (8.6%) 
when compared to 2003.
Hence, when stated on a constant currency
basis, Group turnover from continuing
activities increased by 1.2% to £306.8m
(2003 – £303.1m using 2004 average
exchange rates) and the Group’s operating
proﬁt from continuing operations before
goodwill amortisation increased by 3.1% 
to £16.4m (2003 – £15.9m).The operating
proﬁt of the Aerospace Division improved
by 32.9% to £9.3m (2003 – £7.0m),
the Automotive Division declined by 
7.0% to £6.6m (2003 – £7.1m) and the 
Industrial Division, heavily impacted by the
restructurings at Pathway and Hargreaves,
declined to £0.5m (2003 – £1.8m).
The Group’s operating proﬁt is reported
after £1.7m (2003 – £1.3m) of reorganisation
and restructuring costs.The main reasons
for the 2004 charge were: the consolidation
of Pathway’s manufacturing onto a single
site (£0.4m); the outsourcing of component
manufacture at Senior Aerospace Bosman
(£0.4m) and the business restructurings 
at Senior Automotive Blois and Senior
Hargreaves (each £0.3m).
Finance Director’s Review
Interest Charge
The net interest charge fell by 41% to
£2.9m (2003 – £4.9m) due to a £0.8m
interest receipt, received in connection 
with the recovery of the US tax overpaid 
in prior periods, as well as the combination
of lower interest rates, reduced borrowings
and the weaker US dollar. Interest cover,
calculated on operating proﬁt before
goodwill amortisation less the net ﬁnance
cost in respect of retirement beneﬁts,
was 5.4 times (2003 – 3.3 times).
Net Finance Cost – Retirement Beneﬁts
The net ﬁnance cost in respect of retirement
beneﬁts fell to £1.2m (2003 – £2.2m).This
cost, which was reported for the ﬁrst time
in 2004 following the full implementation of
FRS 17, arises from the difference between
the expected return on pension assets and
the interest on pension scheme liabilities.
Taxation
The overall tax charge for 2004 was £1.7m
(2003 – £1.8m) with £0.2m (2003 – £nil)
relating to the proﬁt on sale of ﬁxed assets.
The Group’s effective tax rate for 2004,
measured on profit before goodwill
amortisation and the effect of the disposal
of operations and ﬁxed assets, was 11.8%
(2003 – 15.8%).The low 2004 effective tax
rate beneﬁted from £0.9m of adjustments
in respect of prior years. During the year,
cash refunds of £4.0m were received in
respect of US tax overpaid in prior periods
such that, overall, the Group recovered 
a net £2.7m in respect of taxes in 2004
compared to the £0.8m paid during 2003.
Disposals
The Group disposed of its ﬁve industrial
hose businesses (located in the UK, France,
Holland, Sweden and the USA) in August.
The consideration was discharged by way of
£5.8m of cash at completion and the issue
of a £2.5m convertible loan note and £2.5m
in convertible preference shares. In calculating
the total anticipated consideration of £8.3m,
on a debt-free/cash-free basis, full provision
was made against the carrying value of the
convertible preference shares. A loss on
disposal of £13.3m was recorded after taking
account of the £0.6m of disposal costs, £1.3m
of goodwill held on the Group’s balance sheet
and £8.7m of goodwill previously written-off
directly to reserves.
Earnings and Dividends per Share
As a result of the loss on disposal of the
industrial hose businesses, the Group
reported a basic loss per share of 2.25p
(2003 – earnings per share of 1.50p).
Underlying earnings per share, before
goodwill amortisation and the effect 
of the disposal of operations and fixed
assets, was 3.65p (2003 – 3.13p).
An unchanged ﬁnal dividend of 1.35p per
share is proposed to be paid on 27 May
2005 to shareholders on the register 
on 29 April 2005.This will bring the total
dividends paid in respect of 2004 to 2.00p
(2003 – 2.00p).
Cash Flow
Free cash ﬂow was £10.5m (2003 – £20.2m).
The year-on-year reduction was largely 
due to £4.0m (2003 – £1.3m) of pension
payments in excess of service cost and 
an adverse working capital movement of
£5.7m (2003 – £0.4m).This was primarily
due to changes in customer mix, year-end
development inventory for the Joint Strike
Fighter, which was due for shipment in early
2005, and a higher level of contract debtors
at Senior Hargreaves, a signiﬁcant portion 
of which has already been recovered in
2005. Net capital expenditure increased 
to 73% of depreciation (2003 – 43%).
Funding and Liquidity
Net borrowings for the Group fell by
£13.6m in the year to end at £50.6m,
with exchange rate movements, principally
the weakening US dollar (from $1.79:£ 
to $1.92:£), accounting for £4.7m of the
reduction. Gross debt at the year-end 
was £57.3m (2003 – £79.1m) of which 
92% was in US dollar as a policy hedge
against the Group’s US dollar assets. Gearing,
at the year-end, was 67% (2003 – 81%)
measured on total shareholders’ funds 
and 43% (2003 – 52%) measured on net
assets before retirement beneﬁt liabilities.
The Group primarily ﬁnances its borrowings
through the US private placement market
and two revolving credit facilities. During 
the year, the term of the smaller, US$25m,
revolving credit facility was extended 
by 12 months to May 2007. At the end 
of 2004 the Group had total facilities 
of £130.4m, of which £73.1m was unused.
£111.1m of the total facilities were
committed for more than one year.
Financial Risk Management
The main ﬁnancial risks faced by the Group
continue to be movements in interest rates
and foreign currency exchange rates as well
as funding and liquidity risks. All such risks
are managed by a centralised treasury
department which reports to the Group
Finance Director. It operates under the
guidance of the Treasury Committee, which
meets quarterly and acts according to the
laid-down objectives, policies and authority
levels approved by the Board.The Group’s
external auditors attend the Treasury
Committee once a year. All activities are
focused on the management and hedging 
of risk and it is Group policy not to engage
in speculative ﬁnancial transactions. Senior plc Annual Report and Accounts 2004
Cash Flow 2004 2003
£m £m
Operating proﬁt 11.7 13.1
Goodwill amortisation 5.1 5.4
Depreciation 13.3 16.1
Net capital expenditure
(i)
(9.7) (6.9)
Pension payments above service cost (4.0) (1.3)
Working capital movement (5.7) (0.4)
Net interest paid (2.9) (5.0)
Tax recovered/(paid) 2.7 (0.8)
Free cash ﬂow 10.5 20.2
Net disposals and acquisitions 4.5 0.4
Dividends paid (6.1) (6.1)
Effect of exchange rates 4.7 8.7
Reduction in net borrowings 13.6 23.2
Net borrowings 50.6 64.2
(i)
Includes ﬁnance leased capital expenditure of £0.4m (2003 – £nil)
The Group is exposed to movements in
exchange rates for both foreign currency
transactions and the translation of net assets
and proﬁt and loss accounts of overseas
operations.The Group has a policy of hedging
its net investment in overseas operations
through currency denominated loans and
forward contracts but it does not hedge 
the effects of currency movements on the
translation of its overseas earnings into
sterling.Transaction exposures are, however,
normally hedged through forward exchange
contracts on a rolling 12 month basis.
It is Group policy to have the majority of 
its gross borrowings subject to fixed rates
of interest.This is achieved through having a
mixture of ﬁxed and variable rate borrowings
and by entering into interest rate swaps.
At the year-end 66% (2003 – 62%) of gross
borrowings were subject to ﬁxed rates.
Pensions
The Group operates a number of deﬁned
beneﬁt pension plans, with the largest being
the UK scheme, as well as a number of
geographically based deﬁned contribution
and government sponsored arrangements.
The Group fully implemented FRS 17
“Retirement Beneﬁts” during the year.
At the end of 2004, total FRS 17 pension 
and post-retirement liabilities were 
£41.2m (2003 – £44.0m) with £33.5m
(2003 – £35.5m) being in respect of 
the UK scheme.The triennial actuarial
valuation of the UK scheme was carried 
out during 2004 with the past service
deﬁcit being conﬁrmed as £18.5m.This 
is to be funded by additional Company
contributions of £2.6m per annum.
During 2004 an additional contribution 
of £1.4m was made in respect of 
the UK scheme in anticipation of the
outcome of the actuarial valuation and 
a supplementary payment of £2.4m 
made in respect of the three US deﬁned
beneﬁt schemes to improve their funding
position.The actuarial deﬁcit for the UK
scheme is lower than the FRS 17 deﬁcit
primarily due to the different discount 
rates used to value the liabilities.
In total, £2.0m (2003 – £2.0m) was charged
to the proﬁt and loss account during 2004
for defined benefit schemes, in addition 
to the net ﬁnance costs described earlier.
The total charge for deﬁned contribution
schemes was £2.2m (2003 – £2.7m).
International Accounting Standards
Senior will be reporting its ﬁnancial results 
in accordance with International Financial
Reporting Standards (IFRS) from 1 January
2005.The conversion project is ongoing and
the Auditors are due to report to the Audit
Committee in May 2005. It is considered that
the standards potentially having the most
signiﬁcant effect on the Group are:
IFRS 2 Share-based Payments – IFRS 2
requires all options granted since 7 November
2002 to be valued at the date of the grant
and the value amortised through the proﬁt
and loss account over the likely life of 
the option.The Group only granted such
options on 12 March 2003. Under IFRS 2
the expense, calculated on the basis of the
fair value at the date of the award using the
Black-Scholes pricing model, is estimated at
less than £0.1m for each of 2004 and 2005.
IFRS 3 Business Combinations – Under
IFRS, goodwill is no longer amortised but 
is instead held at its carrying value on the
balance sheet and tested annually for
impairment.The transitional arrangements
contained in IFRS do not require this
standard to be applied to acquisitions
made prior to 1 January 2004 and the
Group intends to take this option. Under
UK GAAP , the goodwill amortisation charge
for 2004 was £5.1m and hence Group
profit before tax would be expected to
have been a similar amount higher if 2004
results had been reported under IFRS.
IAS 19 Employee Beneﬁts – IAS 19 is similar
to FRS 17, which was adopted by the
Group during 2004.The Group intends 
to follow the “FRS 17” option under IAS 19
of immediately recognising all actuarial gains
and losses through reserves. Accordingly,
the introduction of IAS 19 is not expected
to result in any material differences to either
the Group’s consolidated balance sheet or
proﬁt and loss account for 2004.
IAS 38 Research and Development – 
Under UK GAAP , research costs must be
written-off immediately as incurred whereas
development costs may either be capitalised
and amortised or written-off as incurred.
Historically, Senior has written-off development
costs as incurred. IAS 38 requires development
expenditure meeting certain criteria to 
be capitalised, amortised and subjected 
to an annual impairment review. Much 
of the Group’s development expenditure
results in incremental, rather than signiﬁcant,
improvements to existing products and
processes and capitalisation under such
circumstances is unlikely.Where development
expenditure does result in new or signiﬁcantly
improved products or processes, it will 
only be capitalised where its carrying value
can be validated with reasonable certainty.
Overall, the adoption of IAS 38 is not
anticipated to have a significant effect 
on the Group’s results.
IAS 32 and 39 Financial Instruments – IFRS
requires most ﬁnancial assets and liabilities
and all ﬁnancial instruments to be recognised
at fair value at the balance sheet date with
changes in their value taken through the proﬁt
and loss account. Unless hedge accounting 
is used, this could introduce signiﬁcant volatility
to a company’s proﬁt. Senior intends to apply
the hedge accounting provisions of IAS 39,
to minimise future volatility, to the extent
practically and economically appropriate to
do so. Comparative ﬁgures for 2004 are not
required and, whilst unlikely to have a material
effect on the Group’s net assets or proﬁt
before tax, it is not possible to exactly predict
the impact of IAS 32 and 39 on future results.
Non-Statutory Information
In the commentary to the year’s results
reference is made to non-statutory ﬁnancial
information. Such information includes:
• Operating proﬁt before goodwill
amortisation – this is used to illustrate 
the underlying trading performance 
of the Group.The Group Profit and 
Loss Account provides the information 
to reconcile this to operating proﬁt with
segmental detail provided in Note 2.
• Underlying profit before tax and
underlying earnings per share – these
indicate the overall performance of 
the Group before the effect of goodwill
amortisation and the disposal of businesses
and ﬁxed assets. Note 9 reconciles these
to the reported results.
• Free cash ﬂow – this highlights the total
net cash generated by the Group prior 
to corporate activity such as acquisitions,
disposals and dividend payments. A table
earlier in this review explains its derivation.
Mark Rollins
Finance Director
7 Board of Directors
Senior plc Annual Report and Accounts 2004
8
3
4 5 6
1 2
1 James Kerr-Muir 
Non-Executive Chairman, Age 64
Chairman of Davenham Group Holdings plc
and a non-executive director of Gartmore
Fledgling Trust plc. During the year he was
appointed Chairman of Hardys & Hansons
plc and he resigned from the Board of Yates
Group plc. He joined the Board in 1996 and
was appointed Chairman in 2001. He was
Chairman of the Remuneration Committee
throughout the year and Chairman of the
Nominations Committee from 1 July 2004
upon Richard Turner’s retirement.
2 Graham Menzies 
Group Chief Executive, Age 57
Joined as Group Chief Executive in 
2000 previously having been with Adwest
Automotive plc for over 14 years, latterly 
as Chief Executive. He holds graduate and
post-graduate qualiﬁcations in Mechanical
Engineering and Machine Tool Technology.
During the year he was appointed a
non-executive director of UK Coal PLC 
and Heywood Williams Group PLC.
3 Mark Rollins 
Group Finance Director, Age 42
A Chartered Accountant, he began his
accountancy career with BDO Binder
Hamlyn before joining Morgan Crucible plc
where he held a number of senior corporate
and operational ﬁnance roles. He joined the
Group in 1998 as Divisional Finance Director
and became Group Finance Director in 2000,
when he joined the Board. He is Chairman 
of the Group’s Treasury Committee.
4 Michael Sheppard 
Executive Director, Age 46 
Joined the Board on 1 September 2002.
A citizen of the United States, he 
has worked for Senior for a number 
of years, and is the Chief Executive 
of the Automotive and North American
Industrial Division.
5 Martin Clark 
Non-Executive Director and 
Senior Independent Director, Age 59
Joined the Board in 2001 and is also a 
non-executive director of Clarkson plc.
He is Chairman of the Audit Committee 
and of the Trustee Board of the Senior plc
Pension Plan. The Board considers Martin
Clark to be independent.
6 Gordon Campbell 
Non-Executive Director, Age 58
Joined the Board on 1 July 2004 and is 
also Chairman of Babcock International
Group PLC and British Nuclear Fuels plc,
and was formerly Chief Executive of
Courtaulds plc. He is also the non-executive
Chairman of ITI Scotland and of Jupiter
Second Split Trust plc.The Board considers
Gordon Campbell to be independent.
Richard T urner CMG, OBE 
Non-Executive Director*, Age 62
He retired from the Board on 1 July 2004.
He was also Chairman of the Nominations
Committee until that date.The Board
considered Richard Turner to be independent.
Main Board
The main Board met a total of ten 
times during the period 1 January 2004 
to 31 December 2004. All the Directors
attended the ten Board Meetings, with 
the exception of Gordon Campbell who
was absent from one meeting since his
appointment in July 2004.
Audit Committee
Martin Clark (Chairman), James Kerr-Muir,
Richard Turner to 1 July 2004, and 
Gordon Campbell from 1 July 2004.
Met three times during the year. James
Kerr-Muir resigned from the Committee 
on 24 December 2004.
Remuneration Committee
James Kerr-Muir (Chairman), Martin Clark,
Richard Turner to 1 July 2004 and 
Gordon Campbell from 1 July 2004.
Met three times during the year. James
Kerr-Muir resigned from the Committee 
on 31 January 2005, and Gordon Campbell
was appointed Chairman.
Nominations Committee
Richard Turner (Chairman to 1 July 2004),
James Kerr-Muir (Chairman from 1 July 2004),
Martin Clark and Gordon Campbell from
1 July 2004. Met twice during the year.
There was full attendance at every
Committee of the Board during the year,
except for one Audit Committee which
was not attended by Gordon Campbell. Senior plc Annual Report and Accounts 2004
Report of the Directors
The Directors present their report and supplementary reports, together with the audited financial statements for the year ended 
31 December 2004.
Activities and Business Review
Senior plc is a holding company. Its Principal Group Undertakings are shown on page 47 and comments on each Division’s results and
activities in 2004 are included in the Chief Executive’s Review on pages 3 to 5.
Acquisitions and Disposals
Disposals during 2004 are reported in Note 25 to the Accounts.There were no acquisitions during the year.
Results and Dividends
The results for the year are shown in the Group Proﬁt and Loss Account on page 22.
An interim dividend of 0.65p per share (2003 – 0.65p) has already been paid and the Directors recommend a ﬁnal dividend of 1.35p per
share (2003 – 1.35p).The ﬁnal dividend, if approved, will be payable on 27 May 2005 to shareholders on the register at the close of business 
on 29 April 2005.This brings the total dividend for the year to 2.00p per share (2003 – 2.00p).
Share Capital
During 2004, 65,159 shares were allotted in respect of the Senior plc Savings Related Share Option Plan. A further 97,668 shares were
allotted under the same Plan in January and February 2005. As at 31 December 2004 the issued share capital of the Company was 307,450,746
ordinary shares. Further details concerning share capital are given in Note 21 to the Accounts and on page 48.
Directors
The Directors who served during the year and their interests in the shares of the Company are included in the Report of the Directors –
Remuneration Report on pages 11 to 15. None of the Directors has any interest in contracts with the Company or its subsidiary undertakings.
M Clark and G R Menzies retire by rotation and, being eligible, offer themselves for re-election at the AGM. M Clark has no service
agreement with the Company and G R Menzies has a service agreement subject to 12 months’ notice by either party. R T Turner retired
from the Board on 1 July 2004. G A Campbell was appointed to the Board on 1 July 2004. He retires in accordance with Article 82 and,
being eligible, offers himself for election.
Research and Development
In 2004, the Group incurred £4.8m (2003 – £4.0m) on research and development, before recoveries from customers of £0.5m (2003 – £0.2m).
The majority of the Group’s efforts are devoted towards product development and improved manufacturing techniques.
Charitable and Political Donations
During the year the Group made charitable donations amounting to £22,000 (2003 – £17,000), principally to local charities serving the
communities in which the Group operates. In addition to this amount, following the year-end, the Company made a donation of £20,000 
to the Disasters Emergency Committee’s Tsunami Earthquake Appeal. No political donations were made.
Policy on Payment of Creditors
The Group’s policy is to settle the terms of payment with its suppliers when agreeing the terms of each transaction and to seek to adhere 
to those terms. Based on the ratio of Company trade creditors at the end of the year to the amounts invoiced during the year by suppliers,
the number of days outstanding at the year-end was 37 days (2003 – 16 days). However, these ﬁgures are not considered indicative of 
the typical payment terms adhered to, which are estimated to be on average about 30 days.
Major Shareholdings
At 2 March 2005, the following shareholders had advised holdings in excess of 3% of the issued share capital of the Company:
Schroder Investment Management Limited 33,694,012 10.96%
Deutsche Asset Management Limited 13,706,031 4.46%
Morley Fund Management Limited 12,624,076 4.10%
HBOS plc 12,361,671 4.02%
Legal & General Investment Management Limited 12,137,206 3.94%
Hermes Pensions Management Limited 11,067,380 3.60%
So far as is known, no other shareholder had a notiﬁable interest amounting to 3% or more of the share capital of the Company and 
the Directors believe that the close company provisions of the Income and Corporation Taxes Act 1988 (as amended) do not apply 
to the Company.
9 Senior plc Annual Report and Accounts 2004
10
Compliance with the 2003 FRC Code
Statements of compliance with the 2003 FRC Code and on internal controls are set out on page 20. For the purposes of the 2003 FRC
Code, the Company is a “smaller company” and therefore is required to have at least two independent non-executive Directors. Excluding
the Chairman, the Company had two independent non-executive Directors throughout the year.
Report of the Directors – Remuneration Report
The Company’s policy on executive Directors’ remuneration is set out in the Report of the Directors – Remuneration Report on 
pages 11 to 15.The Report of the Directors – Remuneration Report is to be put to shareholder vote at the Annual General Meeting 
on 15 April 2005.
Annual General Meeting
The Chairman’s Letter and Notice of Meeting describe the business to be considered at the Annual General Meeting to be held on Friday
15 April 2005 at ABN Amro, 250 Bishopsgate, London EC2M 4AA at 11.30 am.
Going Concern
Having assessed the future funding requirements of the Group, the Directors are of the opinion that the Group has adequate ﬁnancial
resources to continue to operate for the foreseeable future and it is, therefore, appropriate for the Accounts to be prepared on a going
concern basis.
Auditors
A resolution to re-appoint Deloitte & Touche LLP as the Company’s auditor will be proposed at the forthcoming Annual General Meeting.
By Order of the Board
Andrew Bodenham, Secretary
2 March 2005
Report of the Directors continued Senior plc Annual Report and Accounts 2004
11
Report of the Directors – Remuneration Report
Composition of the Remuneration Committee
The Remuneration Committee consists entirely of non-executive Directors. J R Kerr-Muir and M Clark were members of the Committee
throughout the year. R T Turner was a member of the Committee to 1 July 2004; G A Campbell has been a member of the Committee since 
1 July 2004. Given the impending and subsequent retirement of R T Turner during the year and the appointment of G A Campbell as his
replacement, the Board considered that it would be in the best interest of shareholders for J R Kerr-Muir to remain on the Remuneration
Committee to provide continuity during a period of transition. J R Kerr-Muir resigned from the Remuneration Committee on 31 January
2005 and G A Campbell was appointed Chairman of that Committee on the same date.
Role of the Remuneration Committee
The primary role of the Committee is to consider and make recommendations to the Board concerning the remuneration packages and
conditions of service of the executive Directors and approximately 90 other senior managers.The terms of reference of the Remuneration
Committee may be found on the Company’s website. During the ﬁnancial year the Committee met three times. Details of Directors’
attendance at these meetings are disclosed on page 8.
Advisers to the Remuneration Committee
All advisers to the Remuneration Committee are appointed and instructed by the Committee. During the year, the Committee was advised
by New Bridge Street Consultants, in relation to the introduction of a new share incentive plan, and by the Group Company Secretary.
Remuneration Policy
In determining remuneration of the executive Directors, the Committee seeks to maintain a competitive programme, which enables 
the Company to attract and retain the highest calibre of executive.The performance-related elements of remuneration form a signiﬁcant
proportion of the total remuneration package of executive Directors, details of which are set out in paragraphs (c) and (d) below.They are
designed to align their interests with those of shareholders and to give such executive Directors incentives to perform at the highest levels.
The non-executive Directors do not participate in any pension, bonus, share incentive or other share option plans.Their remuneration
reﬂects both the time given and the contribution made by them to the Company’s affairs, including membership or chairmanship of the
Board or its Committees.The remuneration of the non-executive Directors is determined by the Board of Directors.The non-executive
Directors do not participate in any discussion or decisions relating to their own remuneration.
Before recommending proposals for Board approval, the Remuneration Committee may seek advice from external remuneration consultants
to ensure it is fully aware of comparative external remuneration practice as well as legislative and regulatory developments.The services 
of remuneration consultants were not used in determining the 2005 salaries.
a) Service Agreements
Each executive Director has a service agreement providing for a rolling period of notice of one year.There are no provisions in those
agreements or otherwise for additional termination payments.The service agreements for G R Menzies, M Rollins and M Sheppard are
dated 27 April 2000, 1 November 2000 and 4 February 2004, respectively.The agreements contain provisions requiring the relevant
Director to mitigate his loss in the event of termination. G R Menzies’ agreement (the terms of which remain unchanged since his
appointment) provides that in the event of a change of control of the Company, he has the option to resign within three months of such
change of control without a duty to mitigate.
The non-executive Directors do not have service agreements with the Company. J R Kerr-Muir was appointed Chairman with effect from
11 May 2001. His contract is terminable upon 12 months’ notice by either party on or after the third anniversary. M Clark was appointed
with effect from 1 February 2001 for an initial three year term, which has been renewed for a further three year term with effect from 
1 February 2004. R T Turner retired from the Board on 1 July 2004. G A Campbell was appointed with effect from 1 July 2004 for an initial
three year term.
With prior approval of the Board, executive Directors may hold external non-executive directorships and retain any fees paid for these
appointments. At the year-end, G R Menzies held two such positions.
b) Base Salaries
In setting the base salary of each Director, the Committee takes into account the pay practice of other companies and the performance of 
that Director.The Committee is also responsible for ratifying the salaries of approximately 90 senior managers and therefore is fully cognisant
of pay levels in the Group when determining the pay of the executive Directors. Notwithstanding these considerations, the Committee is
conscious of the signiﬁcant cost pressures on the Company by customers and the need to rebuild earnings.The Board as a whole froze their base
salaries or fees for 2004.The base salary for G R Menzies for 2005 remains the same as his 2004 salary as he now holds two non-executive
directorships for which he retains the fees (rather than one, as had been the case for most of 2004). M Rollins and M Sheppard received
inﬂationary increases to their 2004 base salaries of 2.7% and 3.5% respectively.The 2005 fees for the non-executive Directors will remain
the same as those for 2004.
c) Annual Performance Bonus Scheme
Under the performance bonus scheme, bonuses up to 60% (2003 – up to 100%) of basic salary could be earned by the executive
Directors depending on the Group’s actual performance compared to the prior year and to internal targets in respect of underlying
earnings per share and cash ﬂow.The table below provides details of the maximum possible awards for 2004 together with details of the
bonuses paid to G R Menzies and M Rollins as a percentage of their respective salaries: Report of the Directors – Remuneration Report continued
Senior plc Annual Report and Accounts 2004
12
Cash ﬂow target Earnings per share target
Internal Y ear-on-year
Interim Full year target growth Total
%%%%%
Maximum possible award for 2004 6.0 9.0 20.0 25.0 60.0
2004 bonus paid 4.2 7.1 1.0 3.7 16.0
As M Sheppard serves as a Director of the Company, in addition to his role as Chief Executive of the Automotive and North American
Industrial Division, his bonus for the year was 80% dependent on the operating proﬁts and cash ﬂow performance of the Automotive 
and North American Industrial Division and 20% on Group performance. In 2004 he earned a bonus of 12.9% of salary (2003 – 23.8%)
consisting of 9.7% for Divisional performance and 3.2% for Group performance.
The scheme in place for 2005 is unchanged from the 2004 scheme.
d) Share Plans
The Company’s policy regarding the granting of share options is to encourage participating Directors and other employees to build and 
retain a long-term stake in the Group and align their interests with those of the shareholders.
All executive Directors are currently eligible for the following share plans:
i) 1999 Executive Share Option Plan (“the Plan”)
The Plan, which is open to executive Directors and other senior managers, was launched following its approval by shareholders at the Annual
General Meeting in May 1999 with the performance target determined by the Remuneration Committee to be challenging in the light of the
Company’s performance and prevailing ﬁnancial circumstances at the time. Any performance target must be no less challenging than the one
it replaces.
The maximum number of shares over which options may be awarded to a participant is subject to their value at the time of grant 
not exceeding:
a. 100% of the Director’s basic salary at the time of the award;
b. 125% of the Director’s basic salary taking into account the combined notional current value of all awards under the LTIP and awards under
the Plan in any year; and
c. the £30,000 statutory limit for the Approved Option element of the Plan.
The total value of options under the Plan and any earlier executive share option schemes, to subscribe for new issue shares granted in any ten
year period should not exceed 4 x current annual basic salary or, if higher, remuneration excluding beneﬁts in kind over the previous 12 months.
Where options have already been exercised, further “replacement” options may be granted provided that the market value of all outstanding
options does not exceed 4 x current annual basic salary or, if higher, remuneration (excluding beneﬁts in kind) over the previous 12 months.
All options granted under this Plan to date will, in normal circumstances, only become exercisable if the Group’s underlying earnings per 
share grows by not less than 4% p.a. compound above the growth in the UK Retail Prices Index over a period of three or more ﬁnancial
years. If not exercised within six years of the date of grant the options will lapse.
Options granted to the Directors are shown under Directors’ Interests together with the base underlying earnings per share ﬁgure to be
used when determining whether the performance target has been met.
For options granted in future, the Remuneration Committee will take into account shareholders’ views on performance targets and retesting.
No more options shall be granted under the Plan if shareholders approve the Senior plc 2005 Long T erm Incentive Plan at the forthcoming AGM.
ii) Long Term Share Incentive Plan
Following approval by shareholders at the Annual General Meeting in May 1996, the Long Term Share Incentive Plan was launched with 
a ﬁve year life which was subsequently extended for a further ten years at the May 2001 Annual General Meeting.
The maximum aggregate value of awards that may be made to an employee in any ﬁnancial year is 60% of a participant’s basic salary at 
the date of the award. In October 2001, awards, under the new performance criteria, were made to the executive Directors and are shown 
on page 14 under Directors’ Interests, together with the base underlying earnings per share figure to be used in determining whether 
the performance target has been met.These are the only outstanding awards under the Long Term Share Incentive Plan.The performance
criteria for this award are based on EPS growth performance in excess of inflation, relative to the EPS for the financial year 2000 of the
Company, over the four year “restricted period”. For the purposes of the award EPS was deﬁned as Earnings Per Share before amortisation
of goodwill, proﬁt/loss on sale of ﬁxed assets and proﬁts/losses on disposal of operations and associated undertaking(s).The proportion 
of the award which may be released is dependent on the percentage annual EPS growth, details of which are set out in the table below:
Percentage annual growth Proportion of award
Less than 3% Nil
3% 30%
More than 3% but less than 8% Pro-rata from 30% and 100%
8% or more 100% Senior plc Annual Report and Accounts 2004
13
As the performance requirement has not been achieved, the outstanding award is expected to lapse on 30 October 2005. No more awards
shall be made under the Long Term Share Incentive Plan if shareholders approve the Senior plc 2005 Long Term Incentive Plan.
iii) Savings Related Share Option Plan
The Company’s Savings Related Share Option Plan was ﬁrst launched in 1996 to eligible employees across the Group.There are no performance
criteria for this arrangement and options are issued to all participants in accordance with the Inland Revenue rules for such savings related plans.
As employees, executive Directors are eligible to participate and their options under the Plan are shown below under Directors’ Interests.
iv) Senior plc 2005 Long Term Incentive Plan
In September 2004 New Bridge Street Consultants was appointed to advise the Remuneration Committee on the Company’s long term
incentive arrangements for senior executives. Approval of shareholders is to be sought at the 2005 AGM for the adoption of a new long
term share incentive plan to replace the existing 1999 Executive Share Option Plan and the Long Term Share Incentive Plan. A summary 
of the main terms of the proposed plan is set out in the enclosed Chairman’s Letter and Notice of Meeting with this Annual Report.
When granting future awards, the Board shall give consideration to the method of sourcing shares for the share schemes, in particular,
the balance between issued and unissued shares to be utilised.
e) Retirement Beneﬁts
G R Menzies’ and M Rollins’ pension arrangements are provided by the Group’s UK plan and are based upon their pensionable salaries up to
the Inland Revenue “cap”. M Sheppard participates in a deﬁned beneﬁt plan that has now closed to new entrants and a deﬁned contribution plan
that remains available to the Group’s US employees. His base salary is pensionable up to a “cap” of $205,000 p.a.
f) Other Beneﬁts
There are non-cash beneﬁts including provision of a fully expensed car and medical insurance.
Directors’ Emoluments
The information presented in the remainder of this report has been audited, with the exception of the Directors’ Interests in shares and the
Total Shareholder Return graph.
Directors’ emoluments Salary or Bonus Taxable 2004 2003
fees beneﬁts T otal T otal
£000’s £000’s £000’s £000’s £000’s
Executive
G R Menzies 314 50 19 383 415
M Rollins 185 30 13 228 248
M Sheppard 156 20 14 190 229
Non-executive
J R Kerr-Muir 72 – – 72 72
M Clark 34 – – 34 34
G A Campbell (from 1 July 2004) 13 – – 13 –
R T T urner (to 1 July 2004) 13 – – 13 25
787 100 46 933 1,023
Bonuses as shown above are payable to G R Menzies, M Rollins and M Sheppard under the Annual Performance Bonus scheme.The above
ﬁgures for emoluments do not include any amount for the value of share options or awards granted to, or held by, Directors.
Aggregate remuneration 2004 2003
£000’s £000’s
Emoluments 933 1,023
Gains on exercise of share options and incentives (see below) – –
Money purchase pension contributions 6 10
T otal 939 1,033
In addition to setting the remuneration of the Executive Directors, the Remuneration Committee oversees the remuneration of 90 other 
senior managers.The table below shows the cumulative benefits of the three other Divisional directors and the three most senior 
Corporate managers:
Salary or Bonus Taxable 2004
fees beneﬁts T otal
£000’s £000’s £000’s £000’s
569 145 51 765
No prior year comparison is stated as this is the ﬁrst time that the data has been presented. Report of the Directors – Remuneration Report continued
Directors’ Interests
The Directors who served during the year and their interests (which are all beneﬁcial), including family interests, in the 10p ordinary shares 
of the Company were as follows:
Shares Shares Shares
2004 2003
G R Menzies 500,000 500,000
M Rollins 100,000 100,000
M Sheppard – –
J R Kerr-Muir 150,819 120,819
G A Campbell (appointed to the Board 1 July 2004) – –
M Clark 50,000 20,000
R T Turner (retired from the Board 1 July 2004) 36,900 36,900
The 2004 shareholding for R T Turner is stated as at his date of retirement from the Board.
No change in any of the current Directors’ share interests occurred during the period 31 December 2004 to 2 March 2005.
Options and other share incentives Market
Gains on price on Exercise
exercise/exercise/ period/
Date of At Granted Exercised vesting vesting Lapsed At Option maturity
grant/award 31.12.03 2004 2004 2004 2004 2004 31.12.04 price date
G R Menzies
1999 Executive Share Option Plan
05.04.00 227,272––––– 227,272 82.50p 3 years to 04.04.06
13.09.00 230,755––––– 230,755 54.17p 3 years to 12.09.06
12.03.03 1,019,552–––––1,019,552 23.08p 3 years to 11.03.09
Sharesave Plan
06.10.00 38,793––––– 38,793 43.50p 6 months to 01.05.06
Long Term Share Incentive Plan – Performance Awards
31.10.01 270,000––––– 270,000 – 30.10.05
M Rollins
1999 Executive Share Option Plan
13.05.99 37,172––––– 37,172 154.35p 3 years to 12.05.05
13.09.00 276,906––––– 276,906 54.17p 3 years to 12.09.06
12.03.03 521,014––––– 521,014 23.08p 3 years to 11.03.09
Sharesave Plan
06.10.00 22,270–––– 22,270 – 43.50p 6 months to 01.05.04
Long Term Share Incentive Plan – Performance Awards
31.10.01 180,000––––– 180,000 – 30.10.05
M Sheppard 
1999 Executive Share Option Plan
13.05.99 48,924––––– 48,924 154.35p 3 years to 12.05.05
13.09.00 328,173––––– 328,173 54.17p 3 years to 12.09.06
12.03.03 499,747––––– 499,747 23.08p 3 years to 11.03.09
Sharesave Plan
06.10.00 24,018–––– 24,018 – 43.50p 6 months to 01.05.04
Long Term Share Incentive Plan – Performance Awards
31.10.01 180,000––––– 180,000 – 30.10.05
Details of the 1999 Executive Share Option Plan and the Long Term Share Incentive Plan may be found on page 12.
Options granted from 1999 onwards and awards under the Long Term Share Incentive Plan become exercisable only when certain performance
targets have been met.The base underlying earnings per share ﬁgures used to determine whether the target has been met are as follows:
Date of grant 13.05.99 05.04.00 13.09.00 31.10.01 12.03.03
Base underlying EPS 11.75p 6.03p 6.03p 5.87p 4.47p
The total net value of the Directors’ unexercised options at 31 December 2004, all of which were unexercisable, was £355,423 (2003 – £304,414)
representing options held by G R Menzies (£177,606), M Rollins (£90,761) and M Sheppard (£87,056).The net value of unexercised options 
is the positive difference between the closing middle market price of the Company’s shares at the year-end (40.50p per share) and the exercise
price of the options. It does not take into account the likelihood of the performance targets being met.
Senior plc Annual Report and Accounts 2004
14 Senior plc Annual Report and Accounts 2004
Inclusive of the above Long Term Share Incentive Plan awards to Directors, at 31 December 2004, 870,716 ordinary shares (2003 – 870,716
ordinary shares) were held by the Senior plc Employee Beneﬁt Trust, a discretionary trust resident in Jersey.The market value of these shares 
at 31 December 2004 was £353,000 (2003 – £331,000).The Trust has materially waived its rights to dividends on these shares.The potential
beneﬁciaries of this Trust include executive Directors and senior management within the Group and, accordingly, the executive Directors are
collectively interested in these shares.
Dividends do not accrue on shares that vest under the Long Term Share Incentive Plan arrangements and are not credited to share options
awards under the 1999 Executive Share Option Plan.The Remuneration Committee notes the introduction of International Accounting
Standard 33 “Earnings per Share”, and conﬁrms that any change to the presentation of the EPS performance targets for the Company’s share
schemes will not result in any less stringent performance targets applying to the existing share awards.
The middle market price of the shares at 31 December 2004 was 40.50p (2003 – 38.00p). During 2004 the shares traded in the range 
of 34.75p to 44.00p.
Directors’ Pension Entitlements
The Directors had accrued entitlements under ﬁnal salary plans as follows:
Gross Increase in Total Value of net Change in Transfer value Transfer value
increase in accrued accrued increase in transfer value of accrued of accrued
accrued pension net pension accrual over during pension pension
pension of inﬂation at 31.12.04 period period at 31.12.04 at 31.12.03
(A) (B) (C) (D) (E) (F) (G)
£000’s £000’s £000’s £000’s £000’s £000’s £000’s
G R Menzies 4 3 16 53 77 277 195
M Rollins 3 3 16 20 37 133 91
M Sheppard 3 2 27 3 8 47 42
T otal 10 8 59 76 122 457 328
1. Pension accruals shown are the amounts which would be paid annually on retirement based on service to the end of the year.
2.Transfer values as at 31 December 2003 and 31 December 2004 have been calculated in accordance with version 9.1 of Guidance Note
GN11 issued by the actuarial profession.
3.The transfer value of net increase (D) represents the incremental value to the Director of his service during the year, calculated on the
assumption that service terminated at the year-end. It is based on the accrued pension increase (B) after deducting the Director’s contribution.
4.The change in the transfer value (E) includes the effect of ﬂuctuations in the transfer value due to factors beyond the control of the 
Company and Directors, such as stock market movements. It is calculated after deducting the Director’s contribution.
5.Voluntary contributions paid by Directors and resulting beneﬁts are not shown.
6.The ﬁgures quoted above for M Sheppard include the deﬁned beneﬁt element of his pension only. In addition, he has a deﬁned contribution
arrangement, to which he paid $10,000 and the Company paid $12,000 during the year.
Shareholder approval for the Remuneration Report
The Company is proposing an ordinary resolution to its shareholders approving this Remuneration Report.
G A Campbell
Chairman of the Remuneration Committee
for and on behalf of Senior plc
2 March 2005
140
2000 2001 2002 2003 2004
120
100
80
60
40
20
0
FTSE E&M (TSR)
FTSE Small Cap (TSR)
Senior (TSR)
This graph compares the Total Shareholder Return of 
the Company’s shares against the FTSE Engineering and
Machinery Index and the FTSE Small Cap Index over a ﬁve-year
period (where dividends are included gross of tax).This index
allows a comparison to be made against organisations facing
broadly similar economic and market conditions as the Company.
15 Senior plc Annual Report and Accounts 2004
Report of the Directors – Ethical, Social, Health, Safety and
Environmental Report
Principles
The policy of the Board is to enhance shareholder value, recognising the importance, in achieving that, of operating in an ethical and 
socially responsible manner which helps to preserve health, safety and the environment.The Board believes that operating in an ethical and
socially aware manner which helps to preserve health, safety and the environment is an integral part of efﬁcient and proﬁtable business
management and recognises that success in these areas depends on the involvement and commitment of everyone in the organisation.
As a minimum, the Group operations around the world must meet their legal and regulatory obligations.This policy is reviewed annually 
for validity and is revised and reissued as necessary.
Goals
a) Ethical Operations
Applications for employment by disabled people are encouraged, bearing in mind the respective aptitudes, skills and abilities of the applicant
concerned and the requirements of the position. In the event of employees becoming disabled, the Group’s aim is to ensure continued
employment where possible and that appropriate training is arranged. It is the policy of the Group to maintain, wherever feasible, the
training, career development and promotion of disabled persons.
Employment-related decisions are based on relevant aptitudes, skills and abilities and promotes a policy of equal opportunity in employment,
without unlawful consideration of sex, race, nationality, age, disability, religion or any other category protected by law.
The Group promotes the dissemination of relevant information so that employees are kept regularly advised of Group and operating
company developments.Where practical, local brieﬁng sessions are held concerning such matters as health and safety, performance-related
incentive plans, the Group’s Sharesave Plan (which operates wherever practical in the larger companies within the Group), pension plans, etc.
There is a formal Code of Business Conduct in place for the Group, which promotes a commitment to maintaining the highest standard 
of ethics and integrity in the conduct of the Group’s business throughout the world.This Code includes requirements for the personal
conduct of Group employees, including speciﬁcally conﬂict of interests, business gifts, and bribery and corruption.The Code does not permit
employees to make contributions to political parties or organisations or candidates for public ofﬁce.
The Company has a Whistle Blowing policy that is communicated throughout the Group. M Clark is the Company’s Senior Independent
Director, so providing shareholders with an alternative channel of communication if they have concerns that the Chairman, Chief Executive
or Finance Director has failed to resolve or for which such contact is inappropriate.
b) Socially Aware Operations
The management of each operation in the Group is aware of the importance of being a good neighbour in its community and is encouraged
to build a relationship with local organisations.
Each operation within the Group strives to offer a competitive remuneration package to its employees.
Each Group operation aims to recognise and respond constructively to any community concerns about the health, safety and environmental
aspects of its operations.
c) Preserving Health and Safety
The Group seeks to maximise employees’ involvement in health, safety and environmental matters by open communication and encouragement
of active participation.
Each operation aims to provide sufficient resources in terms of people, training, plant and equipment to meet applicable health and
safety obligations.
The Group’s operations strive to improve health and safety at work through, among other things, the use of internal assessments and regular
reports on performance.
The Board as a whole takes an active interest in ensuring that its operations provide a safe working environment for its employees.
The Board undertakes a quarterly review of the health and safety performance of all the Group’s operations.The type, frequency,
severity and cause of injury are monitored.The number of recorded injuries and the number of days lost through injury was lower 
in 2004 compared to 2003.The executive Directors together with the CEOs of the local operations are responsible for delivering improved
health and safety performance.
d) Preserving the Environment
While already subject to various laws and regulations governing the emission of substances which could affect human health or the environment,
each operation examines different means by which to reduce further such emissions.
16 Senior plc Annual Report and Accounts 2004
17
The Group strives both to reduce waste at source by careful use of materials, energy and other resources and to take advantage of
recycling opportunities.
Each operation considers, early in the development stage, the possible environmental impact of new products and processes and the Group
carefully considers environmental issues during acquisitions and divestments.
Each operation aims to provide resources in terms of people, training, plant and equipment to meet applicable environmental obligations.
The Group’s operations strive to improve environmental protection through, among other things, the use of internal assessments 
and regular reports on performance. A number of operations undertake continual monitoring of emissions and waste arising from their
manufacturing processes.
Four of the Group’s operations, which represent approximately a third of the Group’s turnover, have successfully obtained ISO14001,
the international environmental accreditation. During 2004, a number of other operations commenced work on achieving ISO14001.
Organisation and Responsibilities
Operating in an ethical and socially aware manner which preserves health, safety and the environment is a mainstream management responsibility.
Executive and line managers at all levels within the Group are directly responsible through the normal management structure for these
matters in the speciﬁc operations under their control.
All the Group’s employees have a responsibility to act in an ethical and socially aware manner, to take reasonable care of themselves and
others while at work and to participate positively in the task of preserving workplace health and safety and the environment.
Each operation is expected to adopt policies in keeping with these principles and goals which also describe the local organisation and
arrangements for putting them into practice. Each operation also has a person appointed to this task who is responsible to the CEO 
of the operation for the implementation of these principles and goals.
Ethical, social, health, safety and environmental factors can represent risks to the Group’s short and long-term value, as well as opportunities
to enhance value that may arise from an appropriate response.The Board has established reporting structures to provide it with information
on such risks and opportunities:
• Ethical, social, health, safety and environmental issues that represent signiﬁcant business risk or opportunity are monitored and reported 
as part of the risk management process initiated following the Turnbull Report on corporate risk management, as described in the Report
of the Directors – Corporate Governance.The risk management process adopted includes procedures for monitoring and veriﬁcation 
of matters reported.
• Other important ethical, social, health, safety and environmental matters are reported to the Group Executive Committee and the Board
by the Group’s Divisional directors on a regular basis as part of their reports on operational matters.
The Chief Executive heads the ethical, social, health, safety and environmental function of the Board and is responsible for external
stakeholder issues.
The Group continues to work closely with its employees, local works councils, and trade unions, where applicable. It values its employees
and encourages long-term commitment by promoting job security and appropriate training packages for employees at all levels.
Customers and Suppliers
The nature of the businesses in which the Group operates, relies heavily on forming close and long-term relationships with both its customers
and suppliers. Generally, these relationships are managed at a local level, with Divisional support. Senior plc Annual Report and Accounts 2004
18
This Corporate Governance Report describes the manner in which the Company has applied the Principles of Good Governance set out 
in Section 1 of the Combined Code on Corporate Governance and whether or not it has complied with the Code provisions.
In July 2003, the Financial Reporting Council issued the “Combined Code on Corporate Governance” known as the “2003 FRC Code”,
in response to the Higgs Review on Non-Executive Directors and the Smith Review on Audit Committees.
Application of the Principles
The Principles of Good Corporate Governance are detailed in the 2003 FRC Code under four areas which have each been reviewed 
by the Directors and then commented upon below:
a) Directors
The Board is structured under a non-executive Chairman and currently includes three executive Directors and two other non-executive
independent Directors who were selected for appointment because of their wide industrial and commercial experience. In addition,
there is a Group Executive Committee, chaired by the Chief Executive which includes, along with the executive Directors, other key executives
within the Group. Brief details of the Board are included on page 8.
The Directors consider that there is in place an effective Board which leads and controls the Group with clear divisions of responsibility
between running the Board and running the Group’s business.The Board is responsible for the strategic decisions regarding the Group,
including the setting of the commercial strategy and approval of Group budgets and ﬁnancial statements. It also approves signiﬁcant ﬁnancial
and contractual commitments made by the Group.The Board’s terms of reference more fully describe the responsibilities of the Board and
may be found on the Company’s website.
The Board delegates certain of its responsibilities to the Audit, Remuneration and Nominations Committees.The Chief Executive, together
with the Group Executive Committee, is responsible for the implementation of the decisions made by the Board and for the day-to-day
conduct of the Group’s operations.
The Board meets formally on a regular basis (ten times in 2004) and in addition there were three meetings of the Audit Committee 
in 2004, together with three meetings of the Remuneration Committee and two meetings of the Nominations Committee. Other
Committees are appointed by the Board to deal with treasury matters and speciﬁc issues such as acquisitions and disposals.The minutes
arising from the Committee Meetings are available to the Board.
Procedures are in place to ensure that the Directors are properly briefed so that the decisions taken by the Board are based on the 
fullest available information. At every Board Meeting there are reviews of operational, ﬁnancial and administrative matters while social,
environmental and ethical issues and other matters such as health and safety, agreement of budgets and levels of insurance cover are
reviewed whenever appropriate.
There is a procedure by which all Directors can obtain independent professional advice at the Company’s expense in furtherance of their
duties, if required.
Nominations Committee
The Nominations Committee leads the process for Board appointments and supervises management development and succession plans.
It makes recommendations to the Board on all new Board appointments.The Committee, which consists entirely of non-executive Directors,
is chaired by J R Kerr-Muir and its composition is shown on page 8. Its terms of reference may be found on the Company’s website.
The appointment of new non-executive Directors to the Board is controlled by the Committee and assisted by appropriate external
recruitment consultants. In conjunction with the external consultant, consideration is given to the role and the capabilities required 
for a particular appointment. Based on agreed criteria, the consultant then produces a shortlist of candidates.The Committee members
interview these candidates then present their recommendation to the Board. G A Campbell was appointed to the Board during the year.
The Nominations Committee followed the above procedures and determined that he was the best candidate for the post, and would
complement the skills, knowledge and experience of the other Directors.
During the year, the Board undertook a formal performance evaluation process to evaluate its own performance and that of its
committees and individual Directors, which involved the completion and review of performance assessment questionnaires, and appraisal
interviews.The results of the evaluation process are used to improve Board performance and determine the training needs of the
Directors. M Clark and R T Turner, in consultation with the executive Directors, undertook an evaluation of the Chairman’s performance and
concluded that J R Kerr-Muir continued to provide effective leadership of the Board. Based on the results of the performance evaluation
process, the Chairman considers that each member of the Board, the Board collectively and its Committees continue to contribute
effectively to the running of the Company.
In accordance with the Company’s Articles, Directors submit themselves for re-election at the Annual General Meeting following their
appointment and thereafter at intervals of no more than three years.
b) Directors’ Remuneration
The Report of the Directors – Remuneration Report on pages 11 to 15 describes how the Board has applied itself to remuneration matters.
Report of the Directors – Corporate Governance Report  Senior plc Annual Report and Accounts 2004
c) Accountability and Audit
This section of the Report of the Directors describes the role of the Audit Committee and the manner in which it discharges its responsibilities.
The Audit Committee’s terms of reference may be found on the Company’s website.
Composition of the Audit Committee
The composition of the Audit Committee, which consists entirely of non-executive Directors, is detailed on page 8. During 2004, the Audit
Committee did not comply with all the recommendations of the Smith Guidance as appended to the 2003 FRC Code, in that the Chairman,
J R Kerr-Muir, was a member. As the Company has only three non-executive Directors, the Board considered it appropriate for J R Kerr-Muir 
to remain a member of the Audit Committee during the period of transition that arose from the retirement of R T Turner in 2004.
J R Kerr-Muir subsequently retired from the Audit Committee on 24 December 2004.
Financial Reporting
The Board believes that the Annual Report properly presents a balanced and understandable assessment of the Group’s position and prospects.
The Audit Committee monitors the half year and full year annual ﬁnancial statement before submission to the Board, as well as any formal
announcements relating to the Group’s ﬁnancial position.
There is an independent internal audit function, which includes a cyclical programme of visits to all Group operations.The Group Internal Audit
function also co-ordinates semi-annual Financial Integrity Declarations and self-assessment questionnaires which are applied on a cyclical basis
and subjected to review.The results of these reviews and internal audit visits are reported to the Audit Committee, along 
with those from the external auditors.
The Audit Committee reviews the scope, cost and timing of the work of the external auditors and acts to ensure their findings are
appropriately implemented.Whilst the Company does not have a policy of subjecting its external auditors to a regular ﬁxed term rotation,
the Committee remains cognisant of the importance of maintaining the objectivity of the Company’s 2004 external auditors.The Committee
also reviews the level and type of non-audit work carried out by the Company’s external auditors. In 2004 £0.4m was paid in fees to the
external auditors relating to non-audit work, principally for advice on tax compliance (£0.3m) and taxation consulting services (£0.1m).
The Committee considers it is beneﬁcial to the Company to retain Deloitte & Touche LLP for this type of work because of their expertise 
in this area and knowledge of the Group, however, the Committee will continue to keep the nature and extent of such services under review 
in order to balance the maintenance of objectivity and value for money.
Internal Control
The Company has a well-established and ongoing process, which was in place for the full year and up to the date of the Accounts, for
identifying, evaluating and managing the signiﬁcant risks, including non-ﬁnancial risks, faced by the Group.This process is regularly reviewed 
by the Board and has been further improved during the year.The process continues to accord with the Turnbull guidance on internal control.
Information on the Group’s signiﬁcant risks, together with the relevant control and monitoring procedures, is reviewed for completeness and
accuracy by the Group’s management committees.The information is presented to the Board for it to assess the effectiveness of the system 
of internal control.Whilst the Board acknowledges its overall responsibility for internal control it believes strongly that senior management
within the Group’s operating businesses should contribute in a substantial way and this has been built into the process.
In carrying out their review of the effectiveness of internal control in the Group the Board has taken into consideration the following key
features of the risk management process and system of internal control:
• Senior management of each business have spent time identifying and assessing business unit and Group objectives, key issues, opportunities 
and controls.This assessment encompassed operational, compliance, financial and business risks and is updated on an ongoing basis.
A risk assessment has similarly been prepared for the Group covering central functions and strategic risks;
• A detailed system of budgeting, reporting and forecasting for the Group’s operations is in place which is monitored, both locally and 
centrally, through a review of monthly management information;
• The Group has expanded the remit of the Internal Audit function whose audit plan is reviewed, updated and approved by the Audit
Committee.The conclusions from the function’s work are reported to the Audit Committee, the Chief Executive and the Finance 
Director; and
• There is in place a formal annual risk management sign-off process for senior management in each of the business units.This is operated 
in order to ensure that, as far as possible, the controls and safeguards are being operated in line with established procedures and standards.
The whole risk management process is subject to review twice a year by the Audit Committee and strengthened as appropriate. Steps are
taken to embed internal controls and risk management further into the operations of the business and to deal with areas of improvement
which come to management’s and the Board’s attention.The Board is responsible for the effectiveness of the Group’s system of internal control 
and for the review of its effectiveness. Such a system is designed to manage rather than to eliminate the risk of failure to achieve the Group’s
objectives and can only provide reasonable but not absolute assurance against misstatement or loss.
19 d) Relations with Shareholders
The Company maintains regular contact with its institutional shareholders. Each year, the Chief Executive and Finance Director undertake 
a series of meetings with the Company’s major shareholders, following the announcement of the full year and interim results, to discuss 
both strategic objectives and the detailed performance of the business. During 2004, J R Kerr-Muir, the Company’s non-executive Chairman 
and M Clark, the Company’s Senior Independent Director also attended the full year and interim results announcements to shareholders 
and analysts in March and August respectively. No other non-executive Director formally met with shareholders during the year. M Clark is
available to attend shareholder meetings if this is requested by shareholders, so providing an alternative channel of communication between 
the Company and its shareholders.The Company’s largest shareholders were invited to meet G A Campbell following his appointment as 
a non-executive Director in 2004.The Company consulted with its largest shareholders prior to ﬁnalising the proposed executive long term
incentive plan which is to be presented for shareholder approval at the 2005 AGM.
The Company makes constructive use of the Annual General Meeting to communicate with private investors. A detailed presentation 
of the Company’s performance is given at the AGM and a copy of the presentation, along with other investor relations material, is made
available on the Company’s website.
All resolutions at the 2004 AGM were passed unanimously on a show of hands. Details of the proxy voting received by the Company for 
the 2004 AGM are set out in the table below.
Proxy voting for the 2004 AGM
Resolution For Against Discretionary Abstentions T otal
(votes) (votes) (votes) (votes) (votes)
1. To adopt Report & Accounts 213,476,066 2,143 163,063 35,800 213,677,072
2. To approve Remuneration Report 198,145,060 592,029 169,060 14,770,923 213,677,072
3. To declare a dividend 213,457,931 14,228 160,313 44,600 213,677,072
4. To re-elect J R Kerr-Muir as a Director 213,137,779 330,505 171,356 37,432 213,677,072
5. To re-elect M Rollins as a Director 213,150,398 317,886 171,356 37,432 213,677,072
6. To re-appoint Deloitte & Touche LLP as auditors 213,029,310 279,283 168,974 199,505 213,677,072
7. Authority to allot shares 213,352,541 109,215 171,453 43,863 213,677,072
8. Disapplication of pre-emption rights 213,142,846 309,703 173,660 50,863 213,677,072
9. Authority to buy back shares 213,409,244 60,568 172,660 34,600 213,677,072
The abstentions to Resolution 2 approving the Remuneration Report came from 25 shareholders. More than three-quarters of the abstention
votes came from a single shareholder due to re-testing being permitted for existing share options and the use of EPS-based performance
criteria for the options.The Senior plc 2005 Long Term Incentive Plan that is to be presented to shareholders for approval at the forthcoming
AGM (if approved, it will replace the existing 1999 Executive Share Option Plan and the Long Term Share Incentive Plan) will have performance
criteria that are both EPS and TSR-based, and the awards will not be subject to retesting.
The total number of proxy votes received for the 2004 AGM represented approximately 69.5% (2003 – 53.5%) of the issued share capital 
of the Company.The Company is supportive of initiatives to promote greater shareholder participation and offers CREST members the facility 
to appoint a proxy or proxies through the CREST electronic proxy appointment service. Further details of this service may be found in the
enclosed Notice of the Annual General Meeting.
Compliance Statement
The Company has, throughout the year, consistently applied the Principles of Good Governance and Code of Best Practice, which together
comprise the 2003 FRC Code appended to the Listing Rules of the Financial Services Authority except that J R Kerr-Muir remained on the
Audit Committee (C.3.1) and Remuneration Committee (B.2.1) until 24 December 2004 and 31 January 2005 respectively. A Whistle Blowing
Policy (C.3.4) was not fully implemented until July 2004.The Company now fully complies with all the detailed provisions in Section 1 of the
2003 FRC Code.
Statement of Directors’ Responsibilities
UK company law requires the Directors to prepare Accounts for each ﬁnancial year which give a true and fair view of the state of affairs 
of the Company and the Group and of the proﬁt or loss of the Group for that period. In preparing those Accounts, the Directors are 
required to:
• Select suitable accounting policies and then apply them consistently;
• Make judgements and estimates that are reasonable and prudent;
• State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained 
in the Accounts; and
• Prepare the Accounts on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the ﬁnancial position 
of the Company and Group and enable them to ensure that the Accounts comply with the Companies Act 1985.
Senior plc Annual Report and Accounts 2004
20
Report of the Directors – Corporate Governance Report continued We have audited the ﬁnancial statements of Senior plc for the year ended 31 December 2004 which comprise the proﬁt and loss account,
the balance sheets, the cash ﬂow statement, the statement of total recognised gains and losses, related Notes 1 to 26 and the schedule of
principal group undertakings.These ﬁnancial statements have been prepared under the accounting policies set out therein.We have also
audited the information in the part of the Report of the Directors – Remuneration Report that is described as having been audited.
This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit
work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an
auditors’ report and for no other purpose.To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective Responsibilities of Directors and Auditors
As described in the Statement of Directors’ Responsibilities, the Company’s Directors are responsible for the preparation of the ﬁnancial
statements in accordance with applicable United Kingdom law and accounting standards.They are also responsible for the preparation 
of the other information contained in the annual report including the Report of the Directors – Remuneration Report. Our responsibility 
is to audit the ﬁnancial statements and the part of the Report of the Directors – Remuneration Report described as having been audited 
in accordance with relevant United Kingdom legal and regulatory requirements and auditing standards.
We report to you our opinion as to whether the ﬁnancial statements give a true and fair view and whether the ﬁnancial statements 
and the part of the Report of the Directors – Remuneration Report described as having been audited have been properly prepared in
accordance with the Companies Act 1985.We also report to you if, in our opinion, the Directors’ Report is not consistent with the ﬁnancial
statements, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require
for our audit, or if information speciﬁed by law regarding Directors’ remuneration and transactions with the Company and other members
of the Group is not disclosed.
We review whether the corporate governance statement reﬂects the Company’s compliance with the nine provisions of the July 2003 
FRC Code speciﬁed for our review by the Listing Rules of the Financial Services Authority, and we report if it does not.We are not required
to consider whether the Board’s statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the
Group’s corporate governance procedures or its risk and control procedures.
We read the Directors’ Report and the other information contained in the Annual Report for the above year as described in the contents
section including the unaudited part of the Report of the Directors – Remuneration Report and consider the implications for our report 
if we become aware of any apparent misstatements or material inconsistencies with the ﬁnancial statements.
Basis of Audit Opinion
We conducted our audit in accordance with United Kingdom auditing standards issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and disclosures in the ﬁnancial statements and the part of the Report 
of the Directors – Remuneration Report described as having been audited. It also includes an assessment of the signiﬁcant estimates and
judgements made by the Directors in the preparation of the ﬁnancial statements and of whether the accounting policies are appropriate 
to the circumstances of the Company and the Group, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order 
to provide us with sufficient evidence to give reasonable assurance that the financial statements and the part of the Report of the 
Directors – Remuneration Report described as having been audited are free from material misstatement, whether caused by fraud 
or other irregularity or error. In forming our opinion, we also evaluated the overall adequacy of the presentation of information in 
the financial statements and the part of the Report of the Directors – Remuneration Report described as having been audited.
Opinion
In our opinion:
• the ﬁnancial statements give a true and fair view of the state of affairs of the Company and the Group as at 31 December 2004 and 
of the loss of the Group for the year then ended; and
• the ﬁnancial statements and the part of the Report of the Directors – Remuneration Report described as having been audited have 
been properly prepared in accordance with the Companies Act 1985.
Deloitte & Touche LLP
Chartered Accountants and Registered Auditors 
Birmingham 
United Kingdom
2 March 2005
Notes: An audit does not provide assurance on the maintenance and integrity of the website, including controls used to achieve this, and in
particular on whether any changes may have occurred to the ﬁnancial statements since ﬁrst published.These matters are the responsibility
of the Directors but no control procedures can provide absolute assurance in this area. Legislation in the United Kingdom governing the
preparation and dissemination of ﬁnancial statements differs from legislation in other jurisdictions.
Senior plc Annual Report and Accounts 2004
21
Independent Auditors’ Report to the Members of Senior plc Senior plc Annual Report and Accounts 2004
22
Group Proﬁt and Loss Account
For the year ended 31 December Notes 2004 2003
(restated)
£m £m
T urnover
Continuing operations 306.8 322.9
Discontinued operations 19.1 32.0
2, 3 325.9 354.9
Operating proﬁt 
Continuing operations before amortisation of goodwill 16.4 17.4
Amortisation of goodwill (5.1) (5.3)
Total continuing operations 11.3 12.1
Discontinued operations 0.4 1.0
2, 3 11.7 13.1
Proﬁt on sale of ﬁxed assets – continuing operations 0.5 0.4
Loss on disposal of discontinued operations 
(including £8.7m of goodwill previously written off directly to reserves) 25 (13.3) –
(Loss)/proﬁt on ordinary activities before interest and taxation (1.1) 13.5
Other interest receivable and similar income 2.2 1.2
Interest payable and similar charges 4 (5.1) (6.1)
Other net ﬁnance cost – retirement beneﬁts 4(1.2) (2.2)
(Loss)/proﬁt on ordinary activities before taxation 5 (5.2) 6.4
Tax on (loss)/proﬁt on ordinary activities 7 (1.7) (1.8)
(Loss)/proﬁt for the ﬁnancial year 22 (6.9) 4.6
Dividends 8, 22 (6.1) (6.1)
Loss for the year (13.0) (1.5)
(Loss)/earnings per share
Basic 9 (2.25)p 1.50p
Diluted 9 (2.25)p 1.49p
Underlying 9 3.65p 3.13p
Dividends per share 8 2.00p 2.00p
The comparative ﬁgures for the year ended 31 December 2003 have been restated to reﬂect the adoption of Financial Reporting Standard 
No.17 “Retirement Beneﬁts” and UITF 38 “Accounting for ESOP Trusts”. See Note 26 for details.
The Notes to the Accounts on pages 25 to 45, together with page 47, form part of these Accounts. Senior plc Annual Report and Accounts 2004
23
Balance Sheets 
At 31 December Notes Group Group Company Company
2004 2003 2004 2003
(restated) (restated)
£m £m £m £m
Fixed assets
Intangible assets – goodwill 11 68.0 76.7 – –
Tangible assets 12 70.0 79.1 0.1 0.2
Investments 13 – – 221.3 426.8
138.0 155.8 221.4 427.0
Current assets
Stocks 14 38.4 40.1 – –
Debtors: Amounts falling due after more than one year 15 3.8 1.0 – –
Debtors: Amounts falling due within one year 15 60.0 66.9 3.1 1.4
Cash at bank and in hand 7.4 11.6 8.5 1.5
109.6 119.6 11.6 2.9
Creditors: Amounts falling due within one year 16 (76.1) (77.8) (6.8) (19.2)
Net current assets/(liabilities) 33.5 41.8 4.8 (16.3)
Total assets less current liabilities 171.5 197.6 226.2 410.7
Creditors: Amounts falling due after more than one year 17 (54.7) (73.4) (98.1) (290.6)
Provisions for liabilities and charges 20 (0.3) (0.7) – –
Net assets before retirement beneﬁt liabilities 116.5 123.5 128.1 120.1
Retirement beneﬁt liabilities 24 (41.2) (44.0) – –
Net assets 75.3 79.5 128.1 120.1
Capital and reserves
Called-up share capital 21 30.7 30.7 30.7 30.7
Share premium 22 3.5 3.5 3.5 3.5
Other reserves 22 17.7 17.7 83.8 83.8
Proﬁt and loss account 22 24.7 28.9 11.4 3.4
Investment in own shares 22 (1.3) (1.3) (1.3) (1.3)
Equity shareholders’ funds 22 75.3 79.5 128.1 120.1
The Group and Company Balance Sheets as at 31 December 2003 have been restated to reflect the adoption of Financial Reporting
Standard No.17 “Retirement Beneﬁts” and UITF 38 “Accounting for ESOP Trusts”. See Note 26 for details.
Approved by the Board on 2 March 2005
J R Kerr-Muir, Director
M Rollins, Director
Group Statement of Total Recognised Gains and Losses
For the year ended 31 December 2004 2003
(restated)
£m £m
(Loss)/proﬁt for the ﬁnancial year (6.9) 4.6
Currency translation differences on overseas net investments including goodwill (0.5) 1.1
Tax beneﬁts on foreign exchange losses 0.9 0.6
Actuarial variations on post-retirement beneﬁts (0.3) –
Total recognised gains and losses relating to the year (6.8) 6.3
Prior year adjustment (42.3)
Total recognised gains and losses since previous Annual Report (49.1)
The comparative ﬁgures for the year ended 31 December 2003 have been restated to reﬂect the adoption of Financial Reporting Standard 
No.17 “Retirement Beneﬁts” and UITF 38 “Accounting for ESOP Trusts”. See Note 26 for details.
There is no material difference between the proﬁts as reported and those proﬁts restated on an historical cost basis.
The Notes to the Accounts on pages 25 to 45, together with page 47, form part of these Accounts. Senior plc Annual Report and Accounts 2004
24
Group Cash Flow Statement
For the year ended 31 December Notes 2004 2004 2003 2003
£m £m £m £m
Net cash inﬂow from operating activities 10 a) 20.4 32.9
Returns on investments and servicing of ﬁnance
Interest received 2.5 1.2
Interest paid (5.4) (6.2)
Net cash outﬂow from returns on investments and servicing of ﬁnance (2.9) (5.0)
Taxation
UK corporation tax (paid)/recovered – –
Net overseas tax recovered/(paid) 2.7 (0.8)
Net cash inﬂow/(outﬂow) from taxation 2.7 (0.8)
Capital expenditure and ﬁnancial investments
Purchase of tangible ﬁxed assets (10.0) (8.0)
Sale of property, plant and equipment 0.7 1.1
Net cash outﬂow from capital expenditure and ﬁnancial investments (9.3) (6.9)
Acquisitions and disposals
Purchase of subsidiary undertakings – deferred consideration (0.2) (0.3)
Sale of subsidiary undertakings 5.2 0.7
Net cash balances disposed with subsidiaries (0.5) –
Net cash inﬂow from acquisitions and disposals 4.5 0.4
Dividends paid on ordinary shares (6.1) (6.1)
Net cash inﬂow before ﬁnancing 9.3 14.5
Financing
New loans initiated by Group – 18.4
Repayment of existing loans (19.2) (33.5)
Cash inﬂow on forward exchange contracts 4.5 4.5
(14.7) (10.6)
(Decrease)/increase in cash in the period 10 b) (5.4) 3.9
The Notes to the Accounts on pages 25 to 45, together with page 47, form part of these Accounts. Senior plc Annual Report and Accounts 2004
25
Notes to the Accounts
1 Accounting Policies
Basis of Accounts
The Accounts are prepared under the historical cost convention,
modiﬁed to include the revaluation of land and buildings, and 
in accordance with applicable accounting standards.These policies 
have been applied consistently throughout the year and the
preceding year.The Accounts include the full adoption of Financial
Reporting Standard No.17 “Retirement Beneﬁts” and also UITF 38
“Accounting for ESOP Trusts”.The prior year comparatives have
been restated accordingly.
Basis of Consolidation 
The Group Accounts consolidate the Accounts of Senior plc and 
all its subsidiary undertakings, including those shown on page 47,
drawn up to 31 December 2004.The results of businesses acquired,
disposed of or terminated during the year are included in the Group
Proﬁt and Loss Account from the date of acquisition or up to the
date of disposal or termination.
On the acquisition of a business, fair values are attributed to the 
net tangible assets.Where the costs of acquisition exceed the
values attributed to such net tangible assets, the difference is
treated as purchased goodwill and is capitalised and amortised 
on a straight-line basis over twenty years which the Directors
consider to be its reasonable maximum economic life. Provision 
is made for any impairment.
Goodwill arising on acquisitions in the year ended 31 December
1997 and earlier periods was written off to reserves in accordance
with the accounting standard and Group accounting policy then 
in force. As permitted by the current Financial Reporting Standard
No.10 “Goodwill and Intangible Assets”, the goodwill previously
written off to reserves, as a matter of accounting policy, has not
been reinstated in the balance sheet.
On disposal or closure of a previously acquired business, the
attributable amount of goodwill previously written off to reserves 
is included in determining the proﬁt or loss on disposal.
In the Group’s Accounts, investments in associated undertakings 
are accounted for using the equity method.The Group Proﬁt and
Loss Account includes the Group’s share of these undertakings’
proﬁts less losses, while the Group’s share of the net assets of 
the associated undertakings is shown in the Group Balance Sheet.
In the Company’s Accounts, investments in subsidiary undertakings
are stated at cost plus loans to such undertakings, less amounts
written off for impairment. Dividends receivable are credited to 
the Company’s Proﬁt and Loss Account when declared.
The Company’s investment in own shares is held by the Employee
Beneﬁt Trust for the purpose of funding certain of the Company’s
Long Term Incentive Plan liabilities.The Trustee purchases the
Company’s ordinary shares in the open market using funds provided
by the Company.These shares are carried at original cost and 
are shown as a reduction in shareholders’ funds.
A business is classiﬁed as a discontinued operation if it is clearly
distinguishable, has a material effect on the nature and focus 
of the Group’s activities, represents a material reduction in the
Group’s operating facilities and either its sale is completed or,
if a termination, its former activities have ceased permanently during
the year or in the subsequent period ending upon the approval 
of the Accounts.
Exceptional Items
Exceptional items are those that need to be disclosed by virtue of
their size and incidence. Such items are included within operating
proﬁt unless they represent proﬁts or losses on the sale or
termination of an operation, costs of a fundamental reorganisation
or restructuring having a material effect on the nature and focus 
of the Group, or proﬁts or losses on the disposal of ﬁxed assets.
In these cases, separate disclosure is provided on the face of the
Proﬁt and Loss Account after operating proﬁt.
Tangible Fixed Assets
Freehold and long leasehold land and buildings are shown at cost 
or at modiﬁed historic cost which represents a valuation undertaken
prior to the effective date of Financial Reporting Standard No.15
and not subsequently amended. Other ﬁxed assets are shown 
at cost.
Depreciation is provided at rates calculated to write off the cost 
or modiﬁed historic cost less estimated residual value of each asset 
on a straight-line basis over its expected useful life, as follows:
• Freehold buildings – 2% per annum.
• Leasehold land and buildings – over the period of the lease.
• Plant and equipment – 5%-33% per annum.
Stocks and Long-Term Contracts
Stocks are stated at the lower of cost and net realisable value.
Net realisable value is based on estimated normal selling price less
further costs expected to be incurred to completion and disposal.
Provision is made for obsolete, slow-moving or defective items
where appropriate.
Costs incurred in bringing each product to its present location and
condition are based on:
• Raw materials – purchase cost on a ﬁrst-in, ﬁrst-out basis,
including transport.
• Work-in-progress and ﬁnished goods – cost of direct materials
and labour plus an appropriate proportion of manufacturing
overheads based on normal levels of activity.
Recoverable development engineering costs, related to speciﬁc
contracts, are held on the balance sheet within work-in-progress 
and amortised over the contract life or such shorter period as is
considered appropriate. Amortisation commences when the project
has transferred from development to commercial production.
Where it is considered that the amortisation charges exceed the
forecast proﬁts from commercial production of the related project
then the excess is written off in the accounting period that such 
an assessment is made.
Net costs incurred on long-term work-in-progress in excess of
amounts transferred to cost of sales are classiﬁed as long-term
contract balances. Foreseeable losses are deducted from long-term
contract balances. Revenues recognised in excess of amounts billed
are included in debtors. Amounts billed in excess of revenues
recognised are deducted from related long-term contract balances,
with any residual balances being classiﬁed as payments on account
and included in creditors. Senior plc Annual Report and Accounts 2004
26
Notes to the Accounts continued
1 Accounting Policies continued
Where it is considered that the outcome of a long-term contract 
can be assessed with reasonable certainty before its conclusion,
the prudently calculated attributable proﬁt is recognised in the Proﬁt
and Loss Account in accordance with the provisions of Statement of
Standard Accounting Practice No.9 “Stocks and Long-Term Contracts”.
Taxation
Current tax payable is provided on taxable proﬁts at the effective
current rates.
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where these
give rise to either an obligation to pay more tax or a right to pay less
tax in the future.Timing differences arise when items of income and
expense are included at different values or at different times in the
assessment of accounting and taxable proﬁts. Net deferred tax assets
are recognised only if it is regarded as more likely than not that they
will be capable of recovery in the foreseeable future. Deferred tax 
is not provided on timing differences associated with the revaluation
of assets if there is no commitment to sell the asset, nor is it provided
on unremitted overseas earnings if there is no commitment to remit
those earnings. Deferred tax liabilities are not discounted.
For presentation purposes, any recognised deferred tax balances
associated with net deﬁned beneﬁt pension assets and liabilities 
are offset against those assets and liabilities on the Balance Sheet.
Pension and Other Post-Retirement Beneﬁt Costs
(i) Deﬁned Contribution Schemes
The contributions due in respect of the year are charged to the
Proﬁt and Loss Account. Any difference between amounts charged
and actual contributions paid is carried as either a prepayment, if paid
in advance, or as an accrual, if paid in arrears, on the Balance Sheet.
(ii) Deﬁned Beneﬁt Schemes
The current annual service cost and any gains or losses arising on
settlements and curtailments in the period are charged to operating
proﬁt.They are included as part of staff costs. Past service costs are
recognised when granted unless vesting is prospective in which case
the cost is spread over the vesting period.
The interest cost associated with the unwinding of the pension
liability and the expected return on the assets set aside to meet that
liability are offset and shown as “Other net ﬁnance cost – retirement
benefits” immediately after “Interest payable and similar charges”
in the Profit and Loss Account. Actuarial gains and losses arising 
in the year are recognised immediately in the Statement of Total
Recognised Gains and Losses.
Where deﬁned beneﬁt schemes are operated on a funded basis,
the assets of the schemes are held separately from those of the
Group, in funds administered by a trustee.The assets are measured 
at fair value.The liabilities are measured on an actuarial basis,
by an independent actuary, using the projected unit method and 
a discount rate equivalent to the rate of return on a high quality 
(AA) corporate bond of similar currency and life to the liabilities.
Full actuarial valuations are obtained on a triennial basis, at a minimum,
and are updated at each Balance Sheet date.The resulting net deﬁned
beneﬁt assets or liabilities are presented separately after all other
net assets on the face of the Balance Sheet.Where appropriate these
balances are presented net of any related deferred tax.
Research and Development
Costs are charged against revenue in the year in which they 
are incurred.
Government Grants
Government grants are recognised in the Proﬁt and Loss Account 
in order to match the grant with the expenditure towards which 
it is intended to contribute.
T urnover
Turnover, other than that arising on long-term contracts, comprises 
the external sales value of work invoiced during the year, excluding
discounts and sales taxes.
Turnover on long-term contracts represents the proportion 
of contract activity in the year, ascertained by reference to total
contract costs.
Leases
Assets held under ﬁnance leases are initially reported at the present
value of the minimum lease payments, with an equivalent liability being
included within creditors due within or after one year.The asset is
depreciated over the shorter of the lease term and its useful economic
life. Finance charges are allocated to accounting periods over the term
of each lease in accordance with the amount outstanding.
Rentals under operating leases are charged on a straight-line basis
over the lease term.
Foreign Currencies
Transactions denominated in foreign currencies are recorded at
actual exchange rates. At the year-end, outstanding monetary assets
and liabilities denominated in foreign currencies are translated at 
the rates of exchange prevailing at the year-end and the gain or loss
is recorded in the Proﬁt and Loss Account, except that differences
arising on foreign currency borrowings undertaken to ﬁnance equity
investments are dealt with in reserves.
On consolidation, the balance sheets of overseas subsidiary
undertakings are translated into sterling at the closing rates and the
proﬁt and loss accounts at the average rates of exchange for the
year.These translation gains or losses are accounted for in reserves.
The exchange rates for the major currencies applied in the
translation of results were as follows:
Average Average Y ear-end Y ear-end
rates rates rates rates
2004 2003 2004 2003
US dollar 1.83 1.64 1.92 1.79
Euro 1.47 1.45 1.41 1.42
Derivative Financial Instruments
The Group uses derivative ﬁnancial instruments (foreign currency
forward contracts and interest rate swaps) to reduce exposure 
to both exchange and interest rate movements.The Group does
not hold such instruments for speculative purposes.
Foreign currency forward contracts are used to hedge (compensate
for) movements arising from speciﬁc Group assets or liabilities
denominated in the same or equivalent foreign currency. Gains 
and losses arising on forward contracts held in respect of balance
sheet translation differences are dealt with in reserves and offset 
the movement on the assets or liabilities being hedged. As such 
they are considered to have the same characteristics as debt and,
accordingly, are included within Group net debt from a cash ﬂow
perspective. On the Balance Sheet the book value is included 
within prepayments and accrued income, if an asset, and within
other creditors and accruals, if a liability. Gains and losses arising 
on forward contracts held in respect of transaction exposures 
are dealt with in the Proﬁt and Loss Account to match the
underlying transaction.
Interest rate swaps are used to convert interest arising from 
existing Group liabilities (or assets) from a variable rate to a ﬁxed
rate or vice versa. Interest differentials arising under these swaps 
are recognised within net interest payable over the periods of 
the contracts. Senior plc Annual Report and Accounts 2004
27
2 Segment Information
Group turnover, operating proﬁt and net assets are analysed below.The reconciliation of operating proﬁt to proﬁt before taxation is shown 
on the Group Proﬁt and Loss Account on page 22.The reconciliation of net assets to the Balance Sheet is shown in part c) of this Note.
In both cases the reconciling items are considered to be of a Group nature, and not directly attributable to individual segments. Discontinued
operations record the results of the ﬁve industrial hose operations that were disposed of in August 2004.These were Senior Flexonics Limited,
Flexonics SAS, Senior Flexonics B.V., Habia Teknoﬂuor A.B. and the trade and assets of the US Hose Division of Senior Operations Inc.
a) By class of business Turnover Turnover Operating Operating Net Net
proﬁt proﬁt assets assets
(restated) (restated)
2004 2003 2004 2003 2004 2003
£m £m £m £m £m £m
Aerospace 139.6 143.8 5.9 4.2 107.7 115.4
Automotive 122.9 129.6 5.9 7.0 48.5 50.8
Industrial 44.9 50.0 (0.5) 0.9 23.5 24.4
T otal 307.4 323.4 11.3 12.1 179.7 190.6
Inter-segment sales (0.6) (0.5) – – – –
Total continuing operations 306.8 322.9 11.3 12.1 179.7 190.6
Discontinued operations 19.1 32.0 0.4 1.0 0.4 8.2
325.9 354.9 11.7 13.1 180.1 198.8
Operating proﬁts shown above are stated after charging £1.7m (2003 – £1.3m) of reorganisation and restructuring costs and £5.1m 
(2003 – £5.4m) of goodwill amortisation.These are attributed to the segments as follows:
Reorganisation 
and restructuring Goodwill amortisation
2004 2003 2004 2003
£m £m £m £m
Aerospace 0.7 0.7 3.4 3.5
Automotive 0.3 0.5 0.7 0.7
Industrial 0.7 0.1 1.0 1.1
Total continuing operations 1.7 1.3 5.1 5.3
Discontinued operations – – – 0.1
1.7 1.3 5.1 5.4
b) By geographical Turnover by Turnover by Turnover Turnover Operating Operating Net assets Net assets
market destination destination by origin by origin proﬁt by proﬁt by
origin origin
2004 2003 2004 2003 2004 2003 2004 2003
(restated) (restated)
£m £m £m £m £m £m £m £m
North America 161.7 178.6 168.4 190.2 8.0 11.0 87.8 96.5
United Kingdom 44.9 47.6 53.8 54.9 0.6 (0.3) 48.8 51.9
Rest of Europe 89.2 82.6 67.1 63.1 (0.3) 0.1 35.1 34.7
Rest of World 17.5 18.2 24.0 18.8 3.0 1.3 8.0 7.5
T otal 313.3 327.0 313.3 327.0 11.3 12.1 179.7 190.6
Inter-segment sales (6.5) (4.1) (6.5) (4.1) – – – –
Total continuing operations 306.8 322.9 306.8 322.9 11.3 12.1 179.7 190.6
Discontinued operations 19.1 32.0 19.1 32.0 0.4 1.0 0.4 8.2
325.9 354.9 325.9 354.9 11.7 13.1 180.1 198.8 Senior plc Annual Report and Accounts 2004
28
Notes to the Accounts continued
2 Segment Information continued
Operating proﬁts shown above are stated after charging £1.7m (2003 – £1.3m) of reorganisation and restructuring costs and £5.1m 
(2003 – £5.4m) of goodwill amortisation.These are attributed to the segments as follows:
Reorganisation 
and restructuring Goodwill amortisation
2004 2003 2004 2003
£m £m £m £m
North America 0.5 0.7 2.4 2.7
United Kingdom 0.5 0.3 2.3 2.3
Rest of Europe 0.7 0.3 0.1 0.1
Rest of World – – 0.3 0.2
Total continuing operations 1.7 1.3 5.1 5.3
Discontinued operations – – – 0.1
1.7 1.3 5.1 5.4
c) Net assets reconciliation 2004 2003
(restated)
£m £m
Net assets, as above 180.1 198.8
Net pension deﬁcits (41.2) (44.0)
Net other unallocated assets/(liabilities) (13.0) (11.1)
Net borrowings (50.6) (64.2)
Net assets, per Balance Sheet 75.3 79.5
3 Operating Proﬁt
Continuing Discontinued T otal Continuing Discontinued T otal
2004 2004 2004 2003 2003 2003
(restated) (restated) (restated)
£m £m £m £m £m £m
Turnover 306.8 19.1 325.9 322.9 32.0 354.9
Cost of sales (240.5) (14.8) (255.3) (251.4) (24.6) (276.0)
Gross proﬁt 66.3 4.3 70.6 71.5 7.4 78.9
Distribution costs (3.6) (0.5) (4.1) (3.8) (0.9) (4.7)
Administrative expenses (51.4) (3.4) (54.8) (55.6) (5.5) (61.1)
Operating proﬁt 11.3 0.4 11.7 12.1 1.0 13.1
4 Interest Payable and Other Net Finance Cost – Retirement Beneﬁts
Interest payable comprises:
2004 2003
£m £m
Bank loans and overdrafts 0.8 1.2
All other loans 4.3 4.9
5.1 6.1
Other net ﬁnance cost – retirement beneﬁts comprises:
2004 2003
£m £m
Expected return on assets (8.1) (6.3)
Interest on scheme liabilities 9.3 8.5
1.2 2.2 Senior plc Annual Report and Accounts 2004
29
5 (Loss)/Proﬁt on Ordinary Activities Before Taxation
(Loss)/proﬁt on ordinary activities before taxation is stated after charging/(crediting):
2004 2003
£m £m
Depreciation – continuing operations 12.7 15.0
– discontinued operations 0.6 1.1
Goodwill amortisation – continuing operations 5.1 5.3
– discontinued operations – 0.1
Operating lease rentals – on land and buildings 2.9 3.4
– on plant and equipment 0.8 1.0
Auditors’ remuneration 0.4 0.4
Grant income – 1.2
Reorganisation and restructuring costs 1.7 1.3
Amounts incurred on research and development during the year amounted to £4.8m (2003 – £4.0m), before recoveries from customers 
of £0.5m (2003 – £0.2m).
Fees payable to Deloitte for non-audit services amounted to £0.4m (2003 – £0.5m).These fees relate to taxation compliance (£0.3m) 
and taxation consulting services (£0.1m).
Audit fees include £0.1m (2003 – £0.1m) payable in respect of the Company.
6 Employee Costs
Particulars of employees (including Directors) are shown below:
2004 2003
(restated)
£m £m
Wages and salaries 107.4 112.6
Social security and other costs 13.4 14.1
Pension costs – deﬁned beneﬁt schemes 2.0 2.0
Pension costs – deﬁned contribution schemes 2.2 2.7
125.0 131.4
Pension costs – deﬁned beneﬁt schemes is the service cost in accordance with FRS 17.
The average monthly number of persons employed by the Group during the year was as follows:
2004 2003
Number Number
Production 4,201 4,262
Distribution 55 61
Sales 334 378
Administration 424 448
5,014 5,149
Disclosure on Directors’ remuneration, share options, long-term share incentive schemes, pension contributions and pension entitlements
required by the Companies Act 1985 and those speciﬁed for audit by the Financial Services Authority are on pages 11 to 15 within the 
Report of the Directors – Remuneration Report and form part of these audited ﬁnancial statements. Senior plc Annual Report and Accounts 2004
30
Notes to the Accounts continued
7 Tax on (Loss)/Proﬁt on Ordinary Activities 
The Group tax charge comprises:
2004 2003
(restated)
£m £m
Current tax:
UK corporation tax at 30% (2003 – 30%) 0.1 (0.2)
Overseas taxation 2.5 2.6
Adjustments in respect of prior years (0.9) (0.4)
Total current tax charge 1.7 2.0
Deferred tax:
Origination and reversal of timing differences – –
Adjustments in respect of prior years – (0.2)
Total deferred tax credit – (0.2)
1.7 1.8
The above tax charge is stated inclusive of a charge of £0.2m (2003 – £nil) arising in respect of exceptional items in relation to proﬁt on sale 
of ﬁxed assets.
Factors affecting the Group tax charge for the year:
The current tax charge varies from the standard rate of corporation tax in the UK due to the following factors:
2004 2003
(restated)
£m £m
(Loss)/proﬁt on ordinary activities before taxation (5.2) 6.4
Adjust:
Amortisation of goodwill 5.1 5.4
Proﬁt arising on sale of ﬁxed assets (0.5) (0.4)
Loss on disposal of discontinued operations 13.3 –
Proﬁt on ordinary activities, as adjusted 12.7 11.4
Tax at UK corporation tax rate of 30% (2003 – 30%) 3.8 3.4
Tax deductible goodwill amortisation in overseas subsidiaries (0.5) (0.6)
Unrelieved tax losses 2.1 1.0
Permanent disallowables 0.2 0.9
Other timing differences originating/(reversing) (1.0) 0.5
Net effect of different rates of tax on overseas earnings (2.0) (2.8)
Adjustments to current tax charge in respect of prior periods (0.9) (0.4)
Current tax charge 1.7 2.0
Factors that may affect future tax charges:
The Group’s future mix of overseas proﬁts is anticipated to remain broadly unchanged and hence the Group is anticipating to remain 
in a current tax chargeable position in future.
As a result of trading conditions experienced during the current and prior years, taxable losses have arisen in the UK and certain overseas
subsidiary undertakings which are available for offset against future taxable proﬁts in the territories concerned. A deferred tax asset 
of £12.4m has not been recognised in respect of certain of these losses as, based on detailed budgets, it is not anticipated that taxable 
proﬁts will arise in the subsidiary undertakings concerned within the foreseeable future.
The Company has £5.0m of surplus ACT previously written off which is unlikely to be recoverable in the foreseeable future due to the
anticipated ongoing level of dividend payments and UK earnings.
The potential liability in respect of UK corporation tax on unremitted earnings to the UK has not been provided because at the year-end 
there was no commitment to remit the retained earnings of overseas subsidiaries to the UK. Senior plc Annual Report and Accounts 2004
31
8 Dividends 
Rates Rates 2004 2003
per share per share
2004 2003 £m £m
Interim – paid 0.65p 0.65p 2.0 2.0
Final – proposed 1.35p 1.35p 4.1 4.1
2.00p 2.00p 6.1 6.1
9 Earnings per Share
The calculations of basic earnings per share and underlying earnings per share are shown below and have been based on the weighted 
average number of ordinary shares in issue and ranking for dividend during the year.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue on the assumption of 
conversion of all dilutive potential ordinary shares.The Group has only one category of dilutive potential ordinary shares, being those share
options granted where the exercise price is less than the average price of the Company’s ordinary shares during the year. In 2004, the effect 
of these share options is anti-dilutive and has therefore been excluded from the calculation of diluted weighted average number of shares.
In 2003, these share options had a dilutive effect of 2.4m shares.
The provision of an underlying earnings per share has been included to identify the performance of operations before amortisation of goodwill,
proﬁt on sale of ﬁxed assets and loss on disposal of discontinued operations.
Earnings Earnings Earnings Earnings
per share per share
2004 2003 2004 2003
(restated) (restated)
pence pence £m £m
Basic (loss)/proﬁt on ordinary activities after taxation (2.25) 1.50 (6.9) 4.6
Adjust: Amortisation of goodwill 1.66 1.77 5.1 5.4
Proﬁt on sale of ﬁxed assets net of tax of £0.2m (2003 – £nil) (0.10) (0.14) (0.3) (0.4)
Loss on disposal of discontinued operations 4.34 – 13.3 –
Underlying earnings after taxation of £1.5m (2003 – £1.8m) 3.65 3.13 11.2 9.6
Underlying earnings before taxation 12.7 11.4
Weighted average number of shares – basic 306.5m 306.5m
– diluted 306.5m 308.9m
– underlying 306.5m 306.5m
(Loss)/earnings per share – basic (2.25)p 1.50p
– diluted (2.25)p 1.49p
– underlying 3.65p 3.13p
10 Group Cash Flow Statement
a) Reconciliation of operating proﬁt to net cash inﬂow from operating activities 2004 2003
(restated)
£m £m
Group operating proﬁt 11.7 13.1
Depreciation of tangible ﬁxed assets 13.3 16.1
Amortisation of goodwill 5.1 5.4
(Increase)/decrease in stocks (4.4) 6.2
(Increase)/decrease in debtors (3.3) 5.7
Increase/(decrease) in creditors 3.0 (10.0)
Pension payments in excess of service cost (4.0) (1.3)
Working capital currency variations (1.0) (2.3)
Net cash inﬂow from operating activities 20.4 32.9
The net cash inﬂow from operating activities includes an outﬂow of £1.2m (2003 – £2.7m inﬂow) in respect of discontinued activities. Senior plc Annual Report and Accounts 2004
32
Notes to the Accounts continued
10 Group Cash Flow Statement continued
b) Reconciliation of net cash ﬂow to movement in net debt 2004 2003
£m £m
(Decrease)/increase in cash in the period (5.4) 3.9
Decrease in loans 19.2 15.1
Net cash inﬂow on forward contracts (4.5) (4.5)
Change in net debt resulting from cash ﬂows 9.3 14.5
Non cash items (0.4) –
Currency variations on net borrowings 4.7 8.7
Movement in net debt in the period 13.6 23.2
Net debt at 1 January (64.2) (87.4)
Net debt at 31 December (Note 10c) (50.6) (64.2)
c) Analysis of net debt At Cash ﬂow Non Exchange At
1 January cash movement 31 December
2004 items 2004
£m £m £m £m £m
Cash 11.6 (4.0) – (0.2) 7.4
Overdrafts (0.1) (1.4) –– (1.5)
11.5 (5.4) – (0.2) 5.9
Debt due within one year (5.8) 4.6 – 0.1 (1.1)
Debt due after one year (71.2) 14.3 – 4.3 (52.6)
Finance leases (2.0) 0.3 (0.4) – (2.1)
Forward exchange contract gains/(losses) 3.3 (4.5) – 0.5 (0.7)
T otal (64.2) 9.3 (0.4) 4.7 (50.6)
Debt due within one year shown above includes short-term bank borrowings of £1.1m (2003 – £3.0m).
The forward exchange contract losses are included in other creditors and accruals.
11 Intangible Fixed Assets – Goodwill
Movements in the year Group Group
2004 2003
£m £m
Cost
At 1 January 104.2 108.8
Disposals (1.8) –
Currency variations (3.1) (4.6)
At 31 December 99.3 104.2
Amortisation
At 1 January 27.5 23.0
Charge for the year 5.1 5.4
Disposals (0.5) –
Currency variations (0.8) (0.9)
At 31 December 31.3 27.5
Net book value
At 31 December 68.0 76.7 Senior plc Annual Report and Accounts 2004
33
12 T angible Fixed Assets
a) Movements in the year Group Group Group Group Group Company
Freehold Leasehold Leasehold Plant and Total Total
land and land and land and equipment
buildings buildings, buildings,
long leases short leases
£m £m £m £m £m £m
Cost or valuation
At 1 January 2004:
– Cost 39.5 0.1 1.1 173.2 213.9 0.5
– Valuation 1.0 ––– 1.0 –
Additions 1.6 – 0.1 8.7 10.4 –
Disposals (0.1) –– (2.0) (2.1) –
Business disposals (0.9) –– (15.3) (16.2) –
Currency variations (1.2) – (0.1) (5.1) (6.4) –
At 31 December 2004 39.9 0.1 1.1 159.5 200.6 0.5
Cost 38.9 0.1 1.1 159.5 199.6 0.5
Professional valuation (see c) below) – 1988 1.0 ––– 1.0 –
At 31 December 2004 39.9 0.1 1.1 159.5 200.6 0.5
Depreciation
At 1 January 2004 8.4 – 0.7 126.7 135.8 0.3
Charge for the year 1.0 –– 12.3 13.3 0.1
Disposals ––– (1.9) (1.9) –
Business disposals (0.3) –– (11.9) (12.2) –
Currency variations (0.3) –– (4.1) (4.4) –
At 31 December 2004 8.8 – 0.7 121.1 130.6 0.4
Net book value
At 31 December 2004 31.1 0.1 0.4 38.4 70.0 0.1
At 31 December 2003 32.1 0.1 0.4 46.5 79.1 0.2
The depreciable amount included in freehold land and buildings at 31 December 2004 amounted to £36.2m (2003 – £37.1m).
b) Plant and equipment includes an immaterial amount of ﬁxtures and ﬁttings.
c) The professional valuations of freehold properties were undertaken by Chesterton, International Property Consultants on the basis 
of open market value for continued existing use of the properties concerned.
d) The net book value of ﬁxed assets includes £3.1m (2003 – £2.7m) in respect of assets held under ﬁnance leases.The related depreciation
charge was £0.1m (2003 – £0.1m).
e) Original cost and related depreciation of the Group’s land and buildings included at valuation above comprise:
Freehold land Freehold land
and buildings and buildings
2004 2003
£m £m
Original cost 0.4 0.4
Depreciation based on cost (0.3) (0.3)
0.1 0.1
The closing net book value of the Company’s ﬁxed assets comprises plant and equipment.
f) Group freehold land and buildings includes the Metal Bellows site which was purchased during the year at a cost of £0.6m under an option
contained in the original purchase and sale agreement.The open market value of the site was assessed as £3.5m by an independent,
professional valuation carried out prior to the purchase (in October 2002). Senior plc Annual Report and Accounts 2004
34
Notes to the Accounts continued
13 Fixed Asset Investments
a) Investments Group Group Company Company
2004 2003 2004 2003
(restated)
£m £m £m £m
Shares at cost less amounts written off – – 0.3 0.3
Loans due from subsidiary undertakings – – 191.0 396.5
Capital contributions to subsidiary undertaking – – 30.0 30.0
– – 221.3 426.8
The Principal Group Undertakings in which the Company and the Group had investments at the year-end are listed on page 47.
b) Movements on investments in subsidiary undertakings in the year Company
£m
At 1 January 2004 426.8
Decrease in loans to subsidiary undertakings (205.5)
At 31 December 2004 221.3
14 Stocks
Group Group
2004 2003
£m £m
Raw materials and consumables 15.3 17.3
Work-in-progress 17.4 15.3
Finished goods and goods for resale 5.7 7.5
38.4 40.1
The estimated replacement cost of stocks is not materially different from historical cost.
15 Debtors
Group Group Company Company
2004 2003 2004 2003
(restated) (restated)
£m £m £m £m
Amounts falling due within one year:
Trade debtors 49.2 51.3 – –
Amounts recoverable on contracts 4.5 4.9 – –
Due from subsidiary undertakings – – 1.9 0.6
Current tax recoverable 1.2 1.3 – –
Value added tax 0.9 0.9 – –
Other debtors 0.7 0.4 0.7 0.3
Prepayments and accrued income 3.5 8.1 0.5 0.5
60.0 66.9 3.1 1.4
Amounts falling due after more than one year:
Trade debtors 0.1 0.2 – –
Other debtors 3.7 0.8 – –
3.8 1.0 – –
Total debtors 63.8 67.9 3.1 1.4 Senior plc Annual Report and Accounts 2004
35
16 Creditors:Amounts Falling Due Within One Year
Group Group Company Company
2004 2003 2004 2003
(restated) (restated)
£m £m £m £m
Bank overdrafts (Note 18) 1.5 0.1 0.4 7.7
Short-term bank loans (Note 18) 1.1 3.0 – –
Current portion of long-term loans (Note 18) – 2.8 – 2.8
Obligations under ﬁnance leases (Note 18) 0.3 0.3 – –
Trade creditors 30.5 29.4 0.4 0.2
Due to subsidiary undertakings – – 0.2 –
Corporation tax 9.5 6.0 0.2 2.1
Social security and PAYE 4.6 4.6 0.1 0.1
Value added tax 0.1 0.3 – 0.1
Proposed dividend 4.1 4.1 4.1 4.1
Other creditors and accruals 24.4 27.2 1.4 2.1
76.1 77.8 6.8 19.2
Bank overdrafts are stated net of certain cash balances in accordance with the Group’s banking arrangements.
17 Creditors:Amounts Falling Due After More Than One Year
Group Group Company Company
2004 2003 2004 2003
£m £m £m £m
Loans (Note 18) 52.6 71.2 52.1 70.7
Loans due to subsidiary undertakings – – 46.0 219.9
Obligations under ﬁnance leases (Note 18) 1.8 1.7 – –
Other creditors 0.3 0.5 – –
54.7 73.4 98.1 290.6
Loans comprise:
Revolving credit facility (Note 23c) – 14.8 – 14.8
Other loans 0.5 0.5 – –
Less – current portion – – – –
0.5 15.3 – 14.8
8.57% Private placement loan – 2004 (Note 23d) – 2.8 – 2.8
8.75% Private placement loans – 2007 (Note 23d) 13.0 14.0 13.0 14.0
6.52% Private placement loans – 2008 (Note 23d) 39.1 41.9 39.1 41.9
Less – current portion – (2.8) – (2.8)
52.1 55.9 52.1 55.9
Total loans falling due after more than one year 52.6 71.2 52.1 70.7 Senior plc Annual Report and Accounts 2004
36
Notes to the Accounts continued
18 Maturity Proﬁle of Gross Indebtedness
Group Group Company Company
2004 2003 2004 2003
£m £m £m £m
Borrowings are repayable as follows:
In one year or less or on demand:
– Bank overdrafts 1.5 0.1 0.4 7.7
– Bank loans 1.1 3.0 – –
– Other loans – 2.8 – 2.8
In more than one year but not more than two years:
– Bank loans – – – –
– Other loans – – – –
In more than two years but not more than ﬁve years:
– Bank loans – 14.8 – 14.8
– Other loans 52.1 55.9 52.1 55.9
In more than ﬁve years:
– Other loans 0.5 0.5 – –
Total borrowings 55.2 77.1 52.5 81.2
Obligations under ﬁnance leases are repayable as follows:
– In one year or less 0.3 0.3 – –
– In more than one year but not more than two years 0.2 0.3 – –
– In more than two years but not more than ﬁve years 0.5 0.4 – –
– In more than ﬁve years 1.1 1.0 – –
Total obligations under ﬁnance leases 2.1 2.0 – –
Total gross indebtedness 57.3 79.1 52.5 81.2
Materially all loans are unsecured and are repayable other than by instalments.
19 Financial Instruments
The Group’s policies as regards derivatives and ﬁnancial instruments are set out in the Finance Director’s Review (pages 6 and 7) and in the
Accounting Policies (pages 25 and 26).The Group does not trade in ﬁnancial instruments.
Short-term debtors and creditors have been omitted from all disclosures other than the currency proﬁle.
(i) Maturity proﬁle of ﬁnancial liabilities
The Group’s gross indebtedness comprising loans £53.7m (2003 – £77.0m), overdrafts £1.5m (2003 – £0.1m) and ﬁnance leases 
£2.1m (2003 – £2.0m), together with other non-interest bearing liabilities is repayable over the following periods:
Repayable period Gross Other Total Gross Other T otal
debt debt
2004 2004 2004 2003 2003 2003
£m £m £m £m £m £m
In one year or less or on demand 2.9 – 2.9 6.2 – 6.2
In more than one year but 
not more than two years 0.2 0.1 0.3 0.3 0.4 0.7
In more than two years but 
not more than ﬁve years 52.6 0.2 52.8 71.1 0.1 71.2
In more than ﬁve years 1.6 – 1.6 1.5 – 1.5
Gross ﬁnancial liabilities 57.3 0.3 57.6 79.1 0.5 79.6
The Group had the following undrawn borrowing facilities at 31 December:
2004 2003
£m £m
Committed:
Expiring in one year or less – –
Expiring in more than one year but not more than two years 46.0 –
Expiring in more than two years but not more than ﬁve years 13.0 45.2
Uncommitted 14.1 13.6
Total unused facilities 73.1 58.8 Senior plc Annual Report and Accounts 2004
37
19 Financial Instruments continued
(ii) Interest and currency proﬁle of ﬁnancial liabilities
a) The gross ﬁnancial liabilities of the Group, comprising private placement loans, borrowings under the revolving credit facilities and general
overdraft arrangements, together with other non-interest bearing liabilities have the following interest rate and currency proﬁle:
At 31 December 2004 Total Floating Fixed Non- Weighted Weighted
Currency rate rate interest average rate average
(see below) bearing – ﬁxed years for
which rate
£m £m £m £m is ﬁxed
Sterling ––––––
US dollar 52.5 16.1 36.4 – 7.46% 3.6
Euro 5.1 3.1 1.7 0.3 5.93% 8.3
Other ––––––
57.6 19.2 38.1 0.3
At 31 December 2003 T otal Floating Fixed Non- Weighted Weighted
Currency rate rate interest average rate average
(see below) bearing – ﬁxed years for
which rate
£m £m £m £m is ﬁxed
Sterling ––––––
US dollar 59.0 11.7 47.0 0.3 7.53% 4.3
Euro 18.0 15.8 2.0 0.2 5.79% 9.0
Other 2.6 2.6 ––––
79.6 30.1 49.0 0.5
Interest rates are based on appropriate LIBOR rates at the time of the draw down under the revolving credit facilities and overdraft arrangements.
The weighted average period to maturity of the non-interest bearing liabilities by currency is: US dollar nil years (2003 – 1.5 years) 
and Euro 1.5 years (2003 – 2.0 years).
b) The Group’s ﬁnancial assets, including cash at hand and in bank £7.4m (2003 – £11.6m), have the following interest rate and currency 
proﬁle at 31 December:
Currency T otal Floating Non- T otal Floating Non-
rate interest rate interest
(see below) bearing (see below) bearing
2004 2004 2004 2003 2003 2003
£m £m £m £m £m £m
Sterling 4.6 3.9 0.7 1.7 1.3 0.4
US dollar 3.5 3.0 0.5 2.6 2.1 0.5
Euro 2.0 1.9 0.1 6.0 5.9 0.1
Other 1.1 1.1 – 2.3 2.3 –
11.2 9.9 1.3 12.6 11.6 1.0
Interest on bank deposits is based on prevailing short-term money market interest rates at time of deposit.
The weighted average period to maturity of non-interest bearing assets by currency is: sterling 2.0 years (2003 – 2.0 years); US dollar 
9.5 years (2003 – 9.8 years); Euro 2.0 years (2003 – 2.1 years) and other currencies nil years (2003 – nil years).
(iii) Fair values of ﬁnancial assets and liabilities Book value Fair value Book value Fair value
2004 2004 2003 2003
£m £m £m £m
Cash at bank 7.4 7.4 11.6 11.6
Debtors due in more than one year 3.8 3.8 1.0 1.0
Other assets –– ––
Gross ﬁnancial assets 11.2 11.2 12.6 12.6
Gross debt 57.3 59.0 79.1 82.4
Other creditors due in more than one year 0.3 0.3 0.5 0.5
Gross ﬁnancial liabilities 57.6 59.3 79.6 82.9
Interest rate lock and rate swaps – (0.9) – (1.1)
Forward foreign exchange contracts – 0.6 4.1 4.6 Senior plc Annual Report and Accounts 2004
38
Notes to the Accounts continued
19 Financial Instruments continued
Market values have been used to determine the fair value of the interest rate swaps and the forward foreign exchange contracts. Other items
have been valued by discounting expected cash ﬂows at prevailing interest rates at the year-end.
(iv) Currency proﬁle
As noted in the Finance Director’s Review on pages 6 and 7 the majority of the Group’s operations trade predominantly in their own 
functional currency and where this is not the case exposures are covered on a twelve month rolling basis using forward contracts.Transaction
exposure giving rise to net currency gains and losses reported in the Proﬁt and Loss Account is therefore not considered signiﬁcant.
(v) Hedging Total net Total net
Gains Losses gains/(losses) Gains Losses gains/(losses)
2004 2004 2004 2003 2003 2003
£m £m £m £m £m £m
Unrecognised gains/(losses) on hedges at 1 January 0.5 (1.1) (0.6) 0.3 (1.4) (1.1)
(Gains)/losses arising in previous years that were 
recognised in current year (0.5) 0.3 (0.2) (0.3) 0.3 –
Gains/(losses) arising in previous years that were 
not recognised in current year – (0.8) (0.8) – (1.1) (1.1)
Gains/(losses) arising in the current year that were 
not recognised 0.6 (0.1) 0.5 0.5 – 0.5
Unrecognised gains/(losses) on hedges at 31 December 0.6 (0.9) (0.3) 0.5 (1.1) (0.6)
Of which:
Amount expected to be recognised within one year 0.6 (0.4) 0.2 0.5 (0.3) 0.2
Amount expected to be recognised after one year – (0.5) (0.5) – (0.8) (0.8)
As explained in the Finance Director’s Review on pages 6 and 7 the Group’s policy is to hedge transaction exposures, translation of overseas
assets and interest rate exposures. Of these only the hedging of transaction exposures and interest rate exposures gives rise to unrecognised 
gains and losses which may ultimately be recognised in the Proﬁt and Loss Account.
20 Provisions for Liabilities and Charges
Group Group Company Company
2004 2003 2004 2003
(restated) (restated)
£m £m £m £m
Deferred tax 0.3 0.7 – –
Analysis of deferred tax provided is as follows:
Group Group Company Company
provided provided provided provided
2004 2003 2004 2003
(restated) (restated)
£m £m £m £m
Accelerated capital allowances 0.3 0.3 – –
Short-term timing differences 0.9 1.2 – –
Tax losses carried forward (0.9) (0.8) – –
Net deferred tax liability 0.3 0.7 – –
Movement in deferred tax liability Group Company
£m £m
At 1 January 2004 as previously reported 1.0 0.3
Restatement (Note 26b) (0.3) (0.3)
At 1 January 2004 as restated 0.7 –
Charge/(credit) to proﬁt and loss account – UK ––
– Overseas ––
Business disposals (0.3) –
Currency variations (0.1) –
At 31 December 2004 0.3 – Senior plc Annual Report and Accounts 2004
39
21 Share Capital
2004 2003
£m £m
Authorised:
500.0m 10p ordinary shares (2003 – 500.0m) 50.0 50.0
Issued:
307.5m 10p ordinary shares – fully paid (2003 – 307.4m) 30.7 30.7
1999 Executive Share Option Plan:
No options granted under the 1999 Executive Share Option Plan were granted or exercised during the year. At 31 December 2004 there
were outstanding:
Date of grant Subscription Normal exercise Executive Granted Lapsed Exercised Executive
price period options options
2003 2004 2004 2004 2004
13 May 1999 154.35p 3 years to 12 May 2005 554,822 – 108,612 – 446,210
5 April 2000 82.50p 3 years to 4 April 2006 227,272 ––– 227,272
13 September 2000 54.17p 3 years to 12 September 2006 3,234,884 – 341,038 – 2,893,846
10 October 2000 53.33p 3 years to 9 October 2006 142,426 – 80,924 – 61,502
23 March 2001 52.58p 3 years to 22 March 2007 425,000 – 195,000 – 230,000
11 April 2001 52.58p 3 years to 10 April 2007 105,000 – 105,000 ––
31 October 2001 30.00p 3 years to 30 October 2007 700,000 – 135,000 – 565,000
12 March 2003 23.08p 3 years to 11 March 2009 7,212,842 – 613,451 – 6,599,391
12,602,246 – 1,579,025 – 11,023,221
The options outstanding under this plan were overstated on the Annual Report 2003.This has been amended in the opening balance for 2004.
These options will normally only become exercisable provided that the Group’s Underlying Earnings per Share grows by not less than 
4% per annum compound above the growth in the UK Retail Price Index over a period of three or more ﬁnancial years commencing 
in January of the year of grant, and will lapse if not exercised within six years of the date of grant.
Savings Related Share Option Plan:
65,159 shares were allotted in respect of options granted under the Savings Related Share Option Plan during the year. A further 97,668 
shares were allotted under the Share Plan in January and February 2005 but these are not included in the table below. At 31 December 2004 
there were outstanding:
Date of grant Subscription Normal exercise Sharesave Granted Lapsed Exercised Sharesave
price period options options
2003 2004 2004 2004 2004
6 October 1998 114.00p 6 months to 31 May 2004 121,341 – 121,341 ––
1 October 1999 91.50p 6 months to 31 May 2005 71,545 – 1,475 – 70,070
6 October 2000 43.50p 6 months to 31 May 2004 739,243 – 739,243 ––
6 October 2000 43.50p 6 months to 31 May 2006 228,094 – 8,534 – 219,560
9 October 2001 42.00p 6 months to 31 May 2005 893,641 – 420,696 – 472,945
9 October 2001 42.00p 6 months to 31 May 2007 428,271 – 65,887 – 362,384
6 September 2002 25.25p 6 months to 31 May 2006 2,642,773 – 349,862 59,338 2,233,573
6 September 2002 25.25p 6 months to 31 May 2008 1,321,341 – 17,772 5,821 1,297,748
6,446,249 – 1,724,810 65,159 4,656,280 Senior plc Annual Report and Accounts 2004
40
Notes to the Accounts continued
22 Reconciliation of Movements in Shareholders’ Funds
a) Group Share Share Other Proﬁt Investment 2004 2003
capital premium reserves and loss in own Total T otal
account shares (restated)
£m £m £m £m £m £m £m
At 1 January as previously reported 30.7 3.5 17.7 70.2 – 122.1 121.3
Restatement (Note 26b) ––– (41.3) (1.3) (42.6) (42.0)
At 1 January as restated 30.7 3.5 17.7 28.9 (1.3) 79.5 79.3
(Loss)/proﬁt for the ﬁnancial year ––– (6.9) – (6.9) 4.6
Dividends ––– (6.1) – (6.1) (6.1)
Goodwill ––– 8.7 – 8.7 –
Pension actuarial loss ––– (0.3) – (0.3) –
Currency variations ––– 0.4 – 0.4 1.7
At 31 December 30.7 3.5 17.7 24.7 (1.3) 75.3 79.5
Other reserves include a revaluation reserve of £0.7m (2003 – £0.7m) and a special reserve of £17.0m (2003 – £17.0m).
Cumulative goodwill written off directly against reserves is as follows:
T otal
£m
At 1 January 2004 59.0
Less: recognised in Group Proﬁt and Loss Account on disposal of discontinued operations (8.7)
At 31 December 2004 50.3
b) Company Share Share Other Proﬁt Investment 2004 2003
capital premium reserve and loss in own Total T otal
account shares (restated)
£m £m £m £m £m £m £m
At 1 January as previously reported 30.7 3.5 83.8 5.3 – 123.3 124.0
Restatement ––– (1.9) (1.3) (3.2) (2.6)
At 1 January as restated 30.7 3.5 83.8 3.4 (1.3) 120.1 121.4
Proﬁt for the ﬁnancial year ––– 14.1 – 14.1 4.8
Dividends ––– (6.1) – (6.1) (6.1)
At 31 December 30.7 3.5 83.8 11.4 (1.3) 128.1 120.1
In accordance with Section 230 of the Companies Act 1985, the Company has not presented its own Proﬁt and Loss Account.
c) Group and Company
Shareholders’ funds are attributable entirely to equity interests.
Further information on the number and market value of shares held as investment in own shares is included in the Report of the 
Directors – Remuneration Report on pages 11 to 15.
In 1997, £87.0m of the Share Premium Account was cancelled and replaced by a Special Reserve against which Group goodwill, arising on
acquisitions since completion of the previous restructuring of shareholders’ funds in June 1991 and December 1997, of £70.0m has been set off.
Subject to ﬁrst settling existing creditors, this reserve becomes distributable by the Company to the extent of future increases in issued share
capital and Share Premium Account or may be used in the write off of goodwill in the Company’s investments in its own direct subsidiaries.
23 Guarantees and Other Financial Commitments
a) Capital commitments
Capital commitments of the Group contracted for but not provided for in the Accounts at 31 December 2004 were £2.5m (2003 – £1.6m).
The Company had capital commitments at 31 December 2004 of £nil (2003 – £nil). Senior plc Annual Report and Accounts 2004
41
23 Guarantees and Other Financial Commitments continued
b) Operating lease commitments
The Group leases certain land and buildings and plant and equipment.The net rental for 2004 on the land and buildings leases was 
£2.9m (2003 – £3.4m).The rents payable under these leases are subject to renegotiation at various intervals specified in the leases.
The total rental for 2004 on the plant and equipment leases was £0.8m (2003 – £1.0m).The lease agreements provide that the Group 
pays substantially all insurance, maintenance and repairs.
The minimum annual rental commitments under the foregoing leases are as follows:
2004 2004 2003 2003
Land and Plant and Land and Plant and
buildings equipment buildings equipment
£m £m £m £m
Operating leases which expire:
Within one year 0.3 0.3 0.3 0.2
Between two and ﬁve years 0.6 0.5 0.8 0.6
After ﬁve years 1.7 – 2.0 –
2.6 0.8 3.1 0.8
The net rental for 2004 payable by the Company on a land and buildings lease was £0.2m (2003 – £0.2m).The minimum annual rental
commitment under this lease, which expires after ﬁve years, is £0.2m (2003 – £0.2m).
The Company has guaranteed £1.4m (2003 – £1.3m) of annual lease commitments of certain current and previous subsidiary undertakings.
c) Revolving credit facility
At the beginning of 2003, the Company was a guarantor, jointly and severally, with certain subsidiary undertakings, of a committed £83.1m
(originally £100m) multi-currency revolving credit facility for the Group, maturing in June 2004.
During 2003, as a result of the maturity of several termed out loans and the cancellation of £11m of unutilised commitments, the facility 
became a £59m committed facility.
In October 2003 this facility was reﬁnanced with a committed £46m multi-currency revolving credit facility dated 23 October 2003 and
maturing 31 October 2006, of which the Company is a guarantor, jointly and severally, with certain subsidiary undertakings.
At December 2003 the total amounts borrowed under this facility were £14.8m, comprising €17.5m and Swedish kroner 32.5m.
At December 2004 there were no amounts drawn under this facility.
d) Private placement loans
The Company is a guarantor, jointly and severally, with certain subsidiary undertakings of US$75.0m (2003 – US$75.0m) unsecured loan 
notes under amended agreements dated 22 October 1998 and 31 December 2004.
The Company is a guarantor, jointly and severally, with certain subsidiary undertakings of US$25.0m (2003 – US$30.0m) unsecured loan 
notes under amended and restated agreements dated 31 October 1995, 15 January 1999 and 31 December 2004.
e) Bank guarantees
The Company is a guarantor, jointly and severally, with certain UK subsidiary undertakings, of all indebtedness of these subsidiary undertakings 
to two of the Group’s UK clearing bankers.The Company is also a guarantor, jointly and severally, with certain subsidiary undertakings, of a 
$5m (£2.6m) letter of credit issued by one of the Group’s UK clearing bankers to guarantee certain potential liabilities of a US subsidiary.
The Company is a guarantor of all indebtedness of certain US subsidiary undertakings to its US clearing banker, including a committed single
bank $25m (£13.0m) three-year revolving credit facility and a $5m (£2.6m) letter of credit facility, maturing on 31 May 2007. At December 2004
there were no amounts drawn under the revolving credit facility and $1.9m (£1.0m) drawn under the letter of credit facility.
f) Forward exchange contracts
The Group enters into forward exchange contracts as part of its hedging policy on exchange exposures arising on translation of overseas 
assets into sterling. At 31 December 2004, the Group had entered into forward contracts to sell US dollars, Canadian dollars, Euros and 
Czech koruna for a total sterling value of £46.7m (2003 – £50.3m).These contracts all mature within one year. Senior plc Annual Report and Accounts 2004
42
Notes to the Accounts continued
24 Pension Costs and Other Post-Retirement Beneﬁt Costs
The Group has fully implemented Financial Reporting Standard No.17 “Retirement Benefits” during the year.The Group operates a 
number of pension plans in the UK, North America and Europe.These include both deﬁned contribution arrangements and deﬁned beneﬁt
arrangements.The largest deﬁned beneﬁt arrangement, the Senior plc Pension Plan, is a funded scheme in the UK.The latest full actuarial
valuation was carried out as at 6 April 2004 and, for the purposes of accounting under FRS 17, this valuation has been rolled forward to 
31 December 2004. In addition, the Group operates three deﬁned beneﬁt schemes in the USA. Separate disclosure is made for the funded 
UK and US deﬁned beneﬁt arrangements. In both the UK and the USA the assets of funded schemes are held in separate trustee administered 
funds managed by independent ﬁnancial institutions and have pension costs assessed by consulting actuaries using the projected unit method.
The Group also has a small number of unfunded post-retirement plans, including a closed healthcare scheme in the USA. Separate disclosure 
is provided for these arrangements.
a) Deﬁned Contribution Schemes
The Group has a number of different deﬁned contribution and government sponsored arrangements in place in the countries in which 
it operates. None of these are individually material to the Group and the aggregate cost of such schemes for the period was £2.2m 
(2003 – £2.7m). A total of £1.4m (2003 – £1.4m) of contributions were outstanding at the year-end.
b) Deﬁned Beneﬁt Schemes
Net Post-Retirement Beneﬁt Liability 31 December 31 December
2004 2003
£m £m
UK funded arrangements 33.5 35.5
US funded arrangements 4.2 5.2
Other post-retirement liabilities 3.5 3.3
Per Balance Sheet 41.2 44.0
c) Assets, liabilities and assumptions in funded plans
UK Plan 31 December 2004 31 December 2003 31 December 2002
Plan assets Fair value Expected Fair value Expected Fair value Expected
return return return
£m % £m % £m %
Equities 66.6 7.5 64.9 7.5 45.4 7.0
Bonds 20.5 4.9 13.8 5.5 19.0 5.0
Gilts 29.7 4.0 31.8 4.5 30.2 4.0
Properties and other 0.6 3.0 0.2 3.5 2.5 3.0
T otal 117.4 6.1 110.7 6.4 97.1 5.6
Present value of plan liabilities (150.9) (146.2) (131.5)
Scheme (deﬁcit) (33.5) (35.5) (34.4)
% funding 77.8% 75.7% 73.8%
Contribution rates for current year 10.7% 10.7% 10.7%
Normal contributions made in the current year £1.4m £1.6m £1.6m
Additional discretionary contributions £1.4m £0.9m –
Contribution rates for next year* 12.8% 10.7% 10.7%
Major assumptions (per annum %)
Inﬂation 2.60% 2.60% 2.25%
Increase in salaries 3.60% 3.60% 3.25%
Increase in pensions 2.60% 2.60% 2.25%
Increase in deferred pensions 2.60% 2.60% 2.25%
Rate used to discount scheme liabilities 5.40% 5.50% 5.50%
Average future investment returns 6.10% 6.40% 5.60%
*The actuarial valuation conﬁrmed an increase in the future contribution rate (effective 1 January 2005) from 10.7% to 12.8%.This will be
supplemented by additional contributions of £2.6m per annum to fund the past service deﬁcit.The past service deﬁcit, as determined for funding
purposes, was £18.5m.This is substantially lower than the FRS 17 deﬁcit, primarily due to the discount rate used to value the liabilities, and also 
due to timing differences. Senior plc Annual Report and Accounts 2004
24 Pension Costs and Other Post-Retirement Beneﬁt Costs continued
US Plan 31 December 2004 31 December 2003 31 December 2002
Plan assets Fair value Expected Fair value Expected Fair value Expected
return return return
£m % £m % £m %
Equities 15.6 8.0 13.6 8.0 12.8 8.0
Bonds – ––
Gilts – ––
Properties and other – ––
T otal 15.6 8.0 13.6 8.0 12.8 8.0
Present value of plan liabilities (19.8) (18.8) (18.7)
Scheme (deﬁcit) (4.2) (5.2) (5.9)
% funding 78.7% 72.3% 68.4%
Contribution rates for current year 16.3% 3.9% 1.0%
Normal contributions made in the current year £2.9m £0.7m £0.2m
Contribution rates for next year nil% 16.3% 3.9%
Major assumptions (per annum %)
Inﬂation 2.50% 2.50% 2.50%
Increase in salaries 4.00% 4.00% 4.00%
Increase in pensions 0.00% 0.00% 0.00%
Increase in deferred pensions 0.00% 0.00% 0.00%
Rate used to discount scheme liabilities 6.00% 6.25% 6.75%
Average future investment returns 8.00% 8.00% 8.00%
d) Roll forward of scheme deﬁcits
31 December 2004 31 December 2003
UK plans US plans Unfunded T otal UK plans US plans Unfunded Total
plans plans
£m £m £m £m £m £m £m £m
Opening net deﬁcit (35.5) (5.2) (3.3) (44.0) (34.4) (5.9) (3.1) (43.4)
Current service costs (Note 6) (1.4) (0.4) (0.1) (1.9) (1.5) (0.5) – (2.0)
Past service costs (Note 6) – (0.1) – (0.1) ––––
Other net ﬁnance cost (Note 4) (1.0) – (0.2) (1.2) (1.8) (0.3) (0.1) (2.2)
Contributions 2.8 2.9 0.3 6.0 2.5 0.7 0.1 3.3
Actuarial gain/(loss) 1.6 (1.7) (0.2) (0.3) (0.3) 0.3 ––
Exchange – 0.3 – 0.3 – 0.5 (0.2) 0.3
Closing net deﬁcit (33.5) (4.2) (3.5) (41.2) (35.5) (5.2) (3.3) (44.0)
e) Other post-retirement liabilities
This balance comprises an unfunded German pension plan of £2.2m (2003 – £2.0m), unfunded closed pension and post-retirement healthcare
plans in the USA of £0.4m (2003 – £0.4m) and provision for post-retirement payments in France of £0.9m (2003 –£0.9m).The aggregate 
current service cost is £0.1m.The German plan has been subject to formal actuarial valuation on a projected unit method with the following
assumptions: discount rate 5.25%, salary growth 2% and inﬂation 1.5%. In France, the provision arises from a legal obligation to make a payment 
to retirees at the time of retirement.
43 Senior plc Annual Report and Accounts 2004
44
Notes to the Accounts continued
24 Pension Costs and Other Post-Retirement Beneﬁt Costs continued
f) History of experience gains and losses
UK plan 2004 2003 2002
£m £m £m
Difference between actual and expected return on assets 1.8 8.0 (17.4)
as a % of plan assets 1% 7% 18%
Experience gains and losses on scheme liabilities 6.1 – (5.9)
as a % of scheme liabilities 4% – 4%
Effect of changes in assumptions (6.3) (8.3) (5.6)
Total amount recorded in the statement of total recognised gains and losses 1.6 (0.3) (28.9)
as a % of scheme liabilities 1% – 22%
US plan 2004 2003 2002
£m £m £m
Difference between actual and expected return on assets (0.3) 1.5 (2.5)
as a % of plan assets 2% 11% 19%
Experience gains and losses on scheme liabilities (0.8) – 0.1
as a % of scheme liabilities 4% ––
Effect of changes in assumptions (0.6) (1.2) (1.0)
Exchange 0.3 0.5 0.3
Total amount recorded in the statement of total recognised gains and losses (1.4) 0.8 (3.1)
as a % of scheme liabilities 7% 4% 17%
Unfunded schemes 2004 2003 2002
£m £m £m
Experience gains and losses on scheme liabilities – ––
as a % of scheme liabilities – ––
Effect of changes in assumptions (0.2) ––
Exchange – (0.2) (0.1)
Total amount recorded in the statement of total recognised gains and losses (0.2) (0.2) (0.1)
as a % of scheme liabilities 6% 6% 3%
25 Acquisitions and Disposals
a) The following disposal of businesses took place during the year:
In August 2004, the Group’s ﬁve industrial hose operations, comprising the share capitals of Senior Flexonics Limited, Flexonics SAS, Senior
Flexonics B.V., Habia Teknoﬂuor A.B. and the trade and assets of the US Hose Division of Senior Operations Inc., were sold at a combined loss 
of £13.3m.This comprises the write-off of £8.7m of goodwill previously written-off directly to reserves, and the £4.6m loss to net book value
shown in the table below. Senior plc Annual Report and Accounts 2004
45
25 Acquisitions and Disposals continued
b) The effect of business disposals during 2004 was as follows:
2004
Disposals
£m
Goodwill (1.3)
Property, plant and equipment (4.0)
Stocks (6.1)
Debtors (6.8)
Cash (0.5)
Creditors 5.6
Deferred tax 0.3
Loss on sale 4.6
(8.2)
Consideration:
Cash received (5.8)
Costs 0.6
Deferred consideration receivable (3.0)
(8.2)
The £4.5m net cash inﬂow shown in the Group Cash Flow Statement comprises net cash receipts of £5.2m in respect of current year 
disposals less £0.5m of cash disposed offset by the settlement of £0.2m deferred consideration payable in respect of previous acquisitions.
The £3.0m of deferred consideration receivable shown above includes convertible preference shares with a face value of £2.5m 
against which full provision has been made.
26 Restatement of Comparative Information
During the year 2004 the Group has fully adopted Financial Reporting Standard No.17 “Retirement Beneﬁts”, and has also applied UITF 38
“Accounting for ESOP Trusts”.These two changes in accounting policy have necessitated the restatement of the results as previously reported 
in the 2003 Annual Report and Accounts.The detail of these restatements is as follows.
a. Group Proﬁt and Loss Account
£m £m
Proﬁt for the ﬁnancial year 2003 as previously reported 5.8
Operating proﬁt impact 
(a) FRS 17 – reverse SSAP 24 cost (£3.0m) and charge FRS 17 pension cost (£2.0m) 1.0
(b) UITF 38 – reverse revaluation credit taken in 2003 (0.1)
Net change in operating proﬁt (£13.1m restated less £12.2m previously reported) 0.9
Less: net ﬁnance cost – retirement beneﬁts (2.2)
Less: tax impact of above 0.1
Restated proﬁt for the ﬁnancial year 2003 4.6
Had SSAP 24 been retained for 2004, the loss for the year would have been in the region of £1.7m higher.
b. Group Balance Sheet
£m £m
Net assets as at 31 December 2003 as previously reported 122.1
Less: SSAP 24 prepayment in debtors (1.5)
Add: post-retirement balances in creditors: amounts falling due within one year 1.2
Add: post-retirement balances in provisions for liabilities and charges 1.7
Add: deferred tax liability derecognised 0.3
Less: FRS 17 net deﬁcit as at 31 December 2003 (44.0)
Aggregate impact of pension related changes (42.3)
Restatement of investment in own shares to cost 1.0
Net impact on Group retained proﬁt and loss account (Note 22a) (41.3)
Less: investment in own shares transferred to shareholders’ funds at original cost of £1.3m (1.3)
Restated net assets as at 31 December 2003 79.5 Senior plc Annual Report and Accounts 2004
46
Five Y ear Summary
2003
2004 (restated) 2002 2001 2000
Group proﬁt and loss accounts £m £m £m £m £m
T urnover
Continuing operations 306.8 322.9 368.4 411.7 422.2
Discontinued operations 19.1 32.0 36.0 52.0 83.2
325.9 354.9 404.4 463.7 505.4
Operating proﬁt before impairment and amortisation of goodwill
Continuing operations 16.4 17.4 23.5 31.1 33.2
Discontinued operations 0.4 1.1 (0.1) 0.4 (2.1)
16.8 18.5 23.4 31.5 31.1
Impairment of goodwill – –– (4.0) –
Amortisation of goodwill (5.1) (5.4) (5.8) (6.2) (6.1)
Operating proﬁt 11.7 13.1 17.6 21.3 25.0
Share of operating proﬁt in associate net 
of amortisation of goodwill – –– 0.2 1.0
Speciﬁed exceptional items* (12.8) 0.4 (4.0) (2.2) (15.9)
Interest payable, net (2.9) (4.9) (6.6) (9.8) (9.3)
Other net ﬁnance cost (1.2) (2.2) –––
Proﬁt/(loss) before taxation (5.2) 6.4 7.0 9.5 0.8
Taxation (1.7) (1.8) (3.1) (5.1) (0.9)
Proﬁt/(loss) after taxation (6.9) 4.6 3.9 4.4 (0.1)
Dividends (6.1) (6.1) (6.1) (6.1) (15.0)
Loss for the year (13.0) (1.5) (2.2) (1.7) (15.1)
Depreciation 13.3 16.1 17.8 18.4 18.3
Gross capital expenditure (including ﬁnance lease assets) 10.4 8.0 13.1 16.5 17.4
Basic earnings/(loss) per share (2.25)p 1.50p 1.29p 1.46p (0.08)p
Diluted earnings/(loss) per share (2.25)p 1.49p 1.29p 1.45p (0.08)p
Underlying earnings per share 3.65p 3.13p 4.47p 5.51p 5.87p
Dividends per share 2.00p 2.00p 2.00p 2.00p 4.88p
Group balance sheets
Fixed assets 138.0 155.8 175.7 201.3 227.1
Net current assets 33.5 41.8 45.8 53.8 62.6
Creditors due after one year (54.7) (73.4) (97.5) (127.5) (162.1)
Provisions for liabilities and charges (0.3) (0.7) (2.7) (2.5) (3.5)
Retirement beneﬁt liabilities (41.2) (44.0) –––
Net assets 75.3 79.5 121.3 125.1 124.1
Net borrowings (50.6) (64.2) (87.4) (122.7) (146.5)
Gearing, net 67.2% 80.8% 72.0% 98.1% 118.0%
Group cash ﬂow
Cash inﬂow from operating activities 20.4 32.9 43.9 46.9 50.1
Tax (payments)/receipts 2.7 (0.8) 0.3 7.0 (4.9)
Interest payments, net (2.9) (5.0) (7.3) (9.7) (8.7)
Capital expenditure (including ﬁnance leases) less disposals (9.7) (6.9) (11.7) (15.6) (16.8)
Free cash ﬂow 10.5 20.2 25.2 28.6 19.7
Dividends paid (6.1) (6.1) (2.5) (15.0) (15.0)
Acquisitions less disposals 4.5 0.4 2.2 11.5 (3.8)
Dividend income from associated undertaking – –– 0.2 0.2
Proceeds from share issues – ––– 0.1
(Decrease)/increase in loans (19.2) (15.1) (32.3) (25.3) 4.2
Increase in ﬁnance leases 0.4 – 1.5 ––
Cash inﬂow on forward exchange contracts 4.5 4.5 0.2 ––
Increase/(decrease) in cash in the period (5.4) 3.9 (5.7) – 5.4
The ﬁgures for 2003 have been restated to reﬂect changes in accounting policies relating to retirement beneﬁts and ESOP trusts following 
the adoption in 2004 of Financial Reporting Standard No.17 and UITF 38. Earlier years have not been restated.
*Speciﬁed exceptional items comprise losses on disposal and termination of businesses and associated undertakings, including related goodwill,
together with proﬁt or loss on disposal of ﬁxed assets. Senior plc Annual Report and Accounts 2004
47
Principal Group Undertakings
Operating companies Business units Locations
Senior Hargreaves Limited Senior Hargreaves Bury
(incorporated in England and Wales)
Senior UK Limited Senior Automotive – Crumlin Crumlin
(incorporated in England and Wales) Senior Aerospace – BWT Macclesﬁeld
Senior Aerospace – Bird Bellows Congleton
Senior Operations Inc. Senior Automotive – Bartlett Bartlett, Illinois
(incorporated in Delaware, USA) Senior Flexonics – Pathway New Braunfels,Texas
Senior Aerospace – Metal Bellows Sharon, Massachusetts
Senior Aerospace – SSP Burbank, California
Senior Aerospace – Composites Wichita, Kansas
Senior Aerospace – Ketema El Cajon, California
Senior Aerospace – Ketema Saltillo, Mexico
Senior Aerospace – Jet Products San Diego, California
Senior Operations (Canada) Limited Senior Flexonics – Canada Brampton, Ontario
(incorporated in Canada)
Senior Berghofer GmbH Senior Automotive – Kassel Kassel, Germany
(incorporated in Germany)
Senior Automotive Czech s.r.o. Senior Automotive – Olomouc Olomouc, Czech Republic
(incorporated in the Czech Republic)
Senior Aerospace Ermeto SAS Senior Aerospace – Ermeto Blois, France
(incorporated in France)
Senior Automotive Blois SAS Senior Automotive – Blois Blois, France
(incorporated in France)
Senior Calorstat SAS Senior Aerospace – Calorstat Dourdan, France
(incorporated in France)
Senior Aerospace Bosman B.V. Senior Aerospace – Bosman Rotterdam, Holland
(incorporated in Holland)
Senior Automotive S.A. (Pty) Limited Senior Automotive – Cape T own Cape T own, South Africa
(incorporated in the Republic of South Africa)
Senior do Brasil Ltda. Senior Automotive – Sao Paulo Sao Paulo, Brazil
(incorporated in Brazil)
Senior India Private Limited Senior Automotive – New Delhi New Delhi, India
(incorporated in India)
Senior Investments AG Schaffhausen, Switzerland
(incorporated in Switzerland)
All Group undertakings are wholly and directly owned by subsidiary undertakings of Senior plc and in every case the principal country of
operation is the country of incorporation.
Comments on the activities of each Group undertaking are included in the Chief Executive’s Review on pages 3 to 5. Senior plc Annual Report and Accounts 2004
48
Additional Shareholder Information
Analysis of Shareholders at 31 December 2004
Shareholders Shareholders Shareholdings Shareholdings
number % millions %
By Category
Corporate bodies 1,022 23.62 290.50 94.49
Other shareholders 3,304 76.38 16.95 5.51
4,326 100.00 307.45 100.00
By Range of Holdings
1 – 24,999 3,965 91.66 15.74 5.12
25,000 – 49,999 126 2.91 4.35 1.42
50,000 – 249,999 124 2.87 12.27 3.99
250,000 – 499,999 35 0.81 12.36 4.02
500,000 – 999,999 27 0.62 20.18 6.56
1,000,000 – and over 49 1.13 242.55 78.89
4,326 100.00 307.45 100.00
Share Registrars
All shareholder records are maintained by Lloyds TSB Registrars and all correspondence should be addressed to the Registrar, Senior plc 
at the Lloyds TSB Registrars’ address shown on the facing page, quoting the reference number starting with 0228 detailed on your dividend
vouchers.The Registrar should be notiﬁed regarding changes to name or address, loss of either share certiﬁcate or dividend warrant, or request 
for, or change to, a dividend mandate.
Lloyds TSB Registrars provide a range of shareholder information on-line. Shareholders can check their holdings, update details and obtain
practical help on transferring shares at: www.shareview.co.uk
Instead of payment by post to your registered address, dividends can be paid through the BACS system direct into a UK bank or building 
society account, with the dividend voucher still sent to your registered address. If you wish to use this facility and have not previously applied,
then please apply direct to Lloyds TSB Registrars and request a dividend mandate form. Shareholders who are currently receiving duplicate 
sets of Company mailings, as a result of any inconsistency in name or address details, should write direct to Lloyds TSB Registrars so holdings 
can be combined, if appropriate.
CREST Proxy V oting
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the 
Annual General Meeting to be held on 15 April 2005 and any adjournment(s) thereof by using the procedures described in the CREST 
Manual. Further details relating to voting via CREST may be found on the Notice of Meeting/Proxy Card inserted within the Annual Report.
2005 Financial Calendar
3 March Preliminary announcement of 2004 annual results.
15 March Publication of Annual Report 2004.
15 April Annual General Meeting.
27 April Shares ex-dividend for 2004 ﬁnal dividend.
29 April Record date for shareholders on the register to receive the 2004 ﬁnal dividend.
27 May Payment of 2004 ﬁnal dividend.
4 August Preliminary announcement of 2005 interim results.
8 August Publication of Interim Report 2005.
26 October Shares ex-dividend for 2005 interim dividend.
28 October Record date for shareholders on the register to receive 2005 interim dividend.
25 November Payment of 2005 interim dividend. Ofﬁcers and Advisers
Secretary and Registered Ofﬁce
Andrew Bodenham
59/61 High Street, Rickmansworth, Hertfordshire WD3 1RH
Registered in England and Wales No. 282772
Registrars
Lloyds TSB Registrars
The Causeway,Worthing,West Sussex BN99 6DA
Auditors
Deloitte & Touche LLP
Four Brindley Place, Birmingham B1 2HZ
Solicitors
Slaughter and May
One Bunhill Row, London EC1Y 8YY
Principal UK Clearing Bankers 
HSBC Bank plc
8 Canada Square, London E14 5HQ
Royal Bank of Scotland
135 Bishopsgate, London EC2M 3UR
Investment Bankers
Schroder Salomon Smith Barney
Citigroup Centre, 33 Canada Square, London E14 5LB
Stockbrokers
Hoare Govett Limited
250 Bishopsgate, London EC2M 4AA
Designed by
Sheppard Day Senior plc
59/61 High Street
Rickmansworth
Hertfordshire
WD3 1RH
United Kingdom 
Tel +44 (0)1923 775547
Fax +44 (0)1923 896027
www.seniorplc.com