senior plc  annual report  accounts 2013
senior plc
annual report  accounts 2013 contents strategic report
1 chairman’s statement
2 group at a glance
4 market overview
5 key growth drivers
6 our business model
8 portfolio
9 customer alignment
10 operational excellence
11 people
12 strategic objectives
13 risks and uncertainties
16 key performance indicators
18 group chief executive’s summary  
of the year 2013 performance
 20 aerospace division
 22 flexonics division
 24 financial review
27 executive committee
governance
28 board of directors
30 report of the directors
32 corporate governance report
35 nominations committee report
36 audit committee report
40 remuneration report
 40 annual statement
 41 policy report
 47 annual report on remuneration
56 statement of directors’ responsibilities
57 independent auditor’s report  
to the members of senior plc
financial statements 
60 consolidated income statement
60 consolidated statement of  
comprehensive income
61 balance sheets
62 statements of changes in equity
63 cash flow statements
64 notes to the financial statements
104 fiveyear summary
additional information 
105 principal group undertakings
106 additional shareholder information
107 2014 financial calendar
108 officers and advisers
finan cial highlights £7751m
revenue
2
 6  
2012 – £7298m
139
adjusted operating margin
1
 – unchanged 
2012 – 139
£981m
adjusted profit before tax
1
 8 
2012 – £911m
£838m
profit before tax
2
 3 
2012 – £867m
1900p
adjusted earnings per share
1
 7 
2012 – 1775p
1722p
basic earnings per share 1 
2012 – 1711p
512p
dividends per share 10 
2012 – 465p
267
return on capital employed 02ppts 
2012 – 269
£638m
free cash flow
3
 11 
2012 – £576m
£592m
net debt
3
 £117m decrease 
2012 – £709m
1
  before loss on disposal of fixed assets of £nil 2012 – £01m acquisition costs of £04m 2012 – £06m 
amortisation of intangible assets arising on acquisitions of £42m 2012 – £43m restructuring costs of 
£19m 2012 – £nil goodwill impairment charge of £127m 2012 – £nil reversal of contingent consideration 
payable of £38m 2012 – £nil pension curtailment gain of £11m 2012 – £19m charge and profit on disposal 
of discontinued operation of £nil 2012 – £25m
2
  the comparative amounts for 2012 include the results from discontinued operations senior hargreaves 
up to date of disposal
3
  see notes 34b and 34c for derivation of free cash flow and of net debt respectively 
the group’s principal exchange rates for the us dollar and the euro applied in the translation of revenue profit  
and cash flow items at average rates were 157 2012 – 159 and €118 2012 – €123 respectively the  
us dollar and euro rates applied to the balance sheet at 31 december 2013 were 166 2012 – 163 and  
€120 2012 – €123 respectively
corporate responsibility
the group has five core priorities to its corporate 
responsibility programme these are the areas 
which management can best influence and 
generate value for the group by creating 
business development opportunities reducing 
operating costs and improving productivity
1 developing people – attracting and 
retaining the best employees
2 community engagement – investing in 
the communities where the group operates
3 operating with integrity – always 
conducting senior’s business responsibly 
and ethically
4 environment – reducing the group’s 
energy usage and environmental impact
5 health and safety – maintaining a safe 
and healthy workplace
 within this annual report whenever 
this icon is seen content refers to 
corporate responsibility
to find out more visit wwwseniorplccom
cautionary statement
the annual report  accounts 2013 contains certain forwardlooking statements such statements are made 
by the directors in good faith based on the information available to them at the date of this report and they should 
be treated with caution due to the inherent uncertainties underlying any such forwardlooking statements
overview 2013 performance
senior delivered another strong operating 
performance during 2013 with adjusted profit 
before tax increasing by 8 to £981m largely 
as a result of organic revenue growth in large 
commercial aerospace and the inclusion of 
gamfg precision “ga” a precisionmachining 
business acquired towards the end of 2012 
group cash generation also remained strong 
with free cash flow of £638m being 11 
ahead of the prior year accordingly the board 
is proposing a final dividend of 360 pence per 
share this would bring total dividends paid and 
proposed for 2013 to 512 pence per share an 
increase of 10 over 2012 and slightly ahead 
of the increase in adjusted earnings per share 
reflecting the group’s encouraging prospects 
and healthy dividend cover
these best ever results achieved against an 
often challenging economic backdrop reflect 
senior’s strong niche market positions its 
focus on toughtomake highly engineered 
products and the continued emphasis on 
serving its customers by delivering excellent 
operational performance where ontime 
delivery quality and value are all key measures 
in this regard one of the privileges of being the 
chairman of senior is being able to undertake 
visits to the individual operating companies 
meeting the group’s enthusiastic and 
dedicated employees and witnessing 
firsthand the ever improving standard of 
the factories and the embedded culture of 
continuous improvement across the group
acquisitions
as well as growing organically senior also 
seeks to increase shareholder value through 
the acquisition of capabilities adjacent to its 
existing portfolio and two ukbased businesses 
were acquired during 2013 atlas composites 
“atlas” a developer of structural composite 
solutions for the formula 1 and aerospace 
markets was acquired for £24m in february 
and thermal engineering “thermal” joined 
the group at the end of november for £283m 
thermal specialises in manufacturing hot and 
coldformed components complex fabricated 
assemblies and thermal insulation heat shields 
and systems for the aerospace market both 
businesses have made encouraging starts 
with senior and i would like to extend a warm 
welcome to their employees
sustainability
employees customers suppliers and investors 
want to work with businesses that operate 
safely ethically fairly and in a way that 
minimises environmental impact accordingly 
senior places its values and corporate 
responsibility programmes at the heart of 
how it runs its businesses and it is therefore 
pleasing to report continued success at 
reducing employee injury rates water usage 
and carbon emissions during 2013
changes to the board
2013 saw a number of changes to the board 
in september derek harding was appointed as 
group finance director succeeding simon 
nicholls who had left at the end of april after five 
years with the group to take up a similar position 
at cobham plc derek a chartered accountant 
joined senior from wolseley plc where he 
had worked for 11 years in a broad range of 
head office and operating company financial 
roles and he brings extensive experience 
and a fresh perspective to the group
as part of board succession planning two of 
the group’s nonexecutive directors david 
best and ian much who would have served for 
seven and eight years respectively by the end 
of 2013 indicated early in the year their desire 
to step down from the board around the end 
of 2013 in order to ensure a smooth handover 
two new nonexecutive directors celia baxter 
and giles kerr were recruited and joined the 
board at the beginning of september giles 
who will take over as chair of the audit 
committee in april 2014 when david best 
steps down from the board is currently the 
director of finance at oxford university and 
was previously group finance director of 
amersham plc celia the director of group 
hr of bunzl plc became the chair of the 
remuneration committee when ian much 
left the group in december 2013 
senior has made significant progress in recent 
years and i would like to extend the board’s 
thanks to ian david and simon for their strong 
contribution during this time 
employees
senior’s strong results are a reflection of the 
quality of people across the group and on behalf 
of the board i would like to thank all the group’s 
employees for their significant contribution to 
senior’s success over the past year
outlook
the group continues to operate in its five 
strategic market sectors three in aerospace 
fluid conveyance systems gas turbine 
engines and structures and two in flexonics 
land vehicle emission control and industrial 
process control with each strategic market 
sector offering healthy and deliverable growth 
opportunities the group’s strategy has proven 
to be successful over recent years and whilst 
evolving as the group gets larger and market 
conditions change it continues to provide 
a solid foundation for the group’s future 
growth aspirations
the year has started satisfactorily and with the 
large commercial aerospace market remaining 
strong and some early signs of an economic 
recovery taking place progress is expected to 
be made across the group’s operations during 
2014 however volatile foreign exchange 
movements add more uncertainty to the 
reported group outcome for the year looking 
further ahead a healthy number of new 
aerospace programmes going into production 
together with further economic recovery and 
expected market share gains in both the 
aerospace and flexonics divisions mean 
the outlook for senior remains encouraging
charles berry
chairman
another ye ar  
of progress  
senior delivered 
a strong oper ating 
perform ance 
during 2013
1 senior plc  annual report  accounts 2013 wwwseniorplccom
strategic report governance financial statements additional information
chairman’s statement s enior is an international marketleading engineering solutions 
provider with 31 operations in 13 countries
s enior designs manufactures and markets hightechnology components and systems for the principal 
original equipment producers in the worldwide aerospace defence land vehicle and energy markets 
t he group is split into two divisions aerospace and f lexonics servicing five key sectors
aerospace fluid systems
bird bellows uk
bosman netherlands
bwt incl atlas composites uk
calorstat france
composites usa
ermeto france
metal bellows usa
ssp  usa
thermal engineering uk
aerospace structures
absolute manufacturing usa
amt usa
capo industries usa
connecticut usa
damar usa
jet products usa
ketema usa
mexico
weston uk
thailand
f luid convey ance 
systems 
•	 highpressure and lowpressure 
engineered ducting systems  
metal and composite
•	 engineered control bellows  
sensors and assemblies
ga s turbine 
engines 
•	 precisionmachined and fabricated engine 
components rotating and structural
•	 fluid systems ducting and control 
products
structures
•	 precisionmachined airframe and  
system components and assemblies
wh at w e do
s erving both the commercial aerospace and defence markets with a range of  
products and systems for structures fluid conveyance and gas turbine engines
perform ance
65
of group revenue
6
1
revenue £5066m
5
1
adjusted operating profit £765m
151
adjusted operating margin 
4082
employees worldwide
fluid systems structures
aerosp ace
senior plc  annual report  accounts 2013 2
group at a glance  read the group 
chief executive‘s 
summary of the 
year on page 18
read the financial 
review on page 24
flexonics
bartlett usa
blois france
canada
cape town south africa
joint venture china
crumlin uk
ga usa
germany
new delhi india
olomouc czech republic
pathway usa
são paulo brazil
•	 exhaust gas recycling coolers
•	 fuel mixing and distribution systems
•	 flexible couplings
•	 engineered expansion joints dampers 
and diverters
•	 flexible hose assemblies and control bellows
•	 fuel cells and heat exchangers
la nd vehicle 
emission control
industri al process 
control
wh at w e do
s erving markets with products for land vehicle emmision control  
and industrial process control applications
the group’s primary performance objective is to create 
longterm sustainable growth in shareholder value it 
aims to achieve this objective through the development 
of a portfolio of collaborative high valueadded 
engineering manufacturing companies within its five 
market sector framework that are capable of producing 
sustainable real growth in operating profit and cash flow 
and that consistently exceed the group’s cost of capital 
1
 at constant exchange rates
flexonics
perform ance
35
of group revenue
11
1
revenue £2693m
10
1
adjusted operating profit £404m
150
adjusted operating margin
2532
employees worldwide
3 senior plc  annual report  accounts 2013 wwwseniorplccom
strategic report governance financial statements additional information t he group services diverse markets with a wide range 
of products for bluechip customers diversity is a key 
strategic advantage for s enior
aerosp ace 65 flexonics 35
customers
c ummins 16
c aterpillar 8
f ord 5
psa 4
renault 3
s auer danfoss 3
gm 3
o ther l and v ehicle 14
bloom energy 6
abengoa 2
o ther industrial 34
woodward 2
rolls royce 17
boeing 17
s pirit 10
utc 8
airbus 5
bombardier 5
s afran g roup 2
gk n 2
ge 2
o ther aerospace 23
o ther n onaerospace 9
geogr aphy – s ales by origin
north america 63
r est of europe 22
uk 2
s outh africa 6
brazil 5
india 2
products
mar kets
l arge c ommercial 55
m ilitaryd efence 21
business jets 9
r egional jets 4
space 1
n onmilitary h elicopters 1
o ther n onaerospace 9
c ooling and emission c ontrol 
c omponents
25
f lexible m echanisms for v ehicle 
exhaust s ystems
14
f uel d istribution pipework 14
o ff h ighway h ydraulics 3
power  energy 19
petrochemical 8
h eating v entilation and s olar 5
o ther industrial 10
aerospace 2
engine s tructures and m ounting 
s ystems
30 
airframe  other s tructural parts 27
m etallic d ucting s ystems 18
c omposite d ucting s ystems 6
h elicopter m achined parts 5
f luid c ontrol s ystems 5
o ther n onaerospace 9
t ruck  o ff h ighway 35
passenger v ehicles 21
power  energy 19
petrochemical 8
h eating v entilation and s olar 5
o ther industrial 10
aerospace 2
north america 67
r est of europe 7
uk 22
t hailand 4
senior plc  annual report  accounts 2013 4
market overview  s enior designs manufactures and markets hightechnology components and 
systems for the principal original equipment producers in the worldwide 
aerospace defence land vehicle and energy markets 
t he group has identified six key drivers that will support growth over the 
coming years
global gdp
growth in global gdp will have a direct impact 
on a number of the group’s market demand 
drivers the most notable of these are global 
passenger air kilometres flown which will drive 
higher demand for new commercial aircraft 
in addition increased consumer demand 
will result in increased sales of trucks and 
passenger vehicles as well as higher energy 
usage mediumterm forecast trends in these 
areas are positive supporting increases in 
group revenue
market share gains
provision of marketleading engineering 
solutions and hightechnology components 
in its chosen markets are key group objectives 
the group places significant emphasis on 
operational excellence driven by lean 
techniques as an essential component of 
delivering performance that is consistently 
ahead of its peers in combination achievement 
of these objectives is a key driver of market 
share gains evidenced by increasing shipset 
content on a number of major commercial 
aircraft platforms achieved in recent years that 
will continue to support future growth 
content on new programmes
securing programme wins in particular content 
on new aircraft or land vehicle programmes 
with significant growth prospects is a key 
focus for senior that drives sustainable 
longterm growth in revenue and profit the 
group has developed strong relationships with 
its key customers in order to be positioned 
to bid for new opportunities as they emerge 
examples in this area include the boeing 787 
b737 max the airbus a350 a320neo and 
both bombardier’s and gulfstream’s next 
families of business jets the new engine 
versions of the leading narrowbodied aircraft 
the b737 max and a320neo are due 
to come into service in 2015 and 2017 
respectively senior has significantly higher 
content on these platforms than the current 
aircraft senior is developing new heat 
exchanger and other exhaust gas recycling 
solutions within its land vehicle businesses 
for the next generation of heavyduty diesel 
engines and is also pursuing potential growth 
opportunities for both heavyduty diesel 
engine components and industrial products 
in a number of emerging markets
environmental legislation 
demand for the majority of the group’s 
products is linked either directly or indirectly 
to the increasingly stringent global 
requirements for reduced carbon emissions 
this arises either through environmental 
regulation principally evident today in the 
form of reduction targets for emissions from 
industrial process plants and from land 
vehicles or through the drive for cost savings 
via increased fuel efficiency in engines that 
power aircraft trucks and passenger vehicles 
these regulatory factors and costreduction 
motives are expected to increase in the coming 
years which in turn should support increased 
demand for the group’s existing products and 
its product development portfolio such as fuel 
cell and heat exchanger technologies 
large commercial aircraft build rates
the group has healthy shipset content on all 
key large commercial aircraft platforms and the 
boeing and airbus order books have continued 
to grow in 2013 now standing at record levels 
and representing over eight years’ production 
at current build rates the group’s most 
significant existing platforms include boeing’s 
b737 b777 and the airbus a320 and a330 
the expected higher build rates of these 
aircraft will shortly be complemented by the 
b787 where the group has its largest shipset 
content ever the airbus a350 and bombardier’s 
cseries aircraft as production of these platforms 
increases in the coming years
acquisitions
in line with its stated strategy the group 
continued to utilise available balance sheet 
capacity to enhance its overall portfolio via the 
acquisitions of atlas composites and thermal 
engineering in february and november 2013 
respectively these acquisitions bring new 
capabilities such as structural composite 
and manufacturing hot and coldformed 
components complex fabricated assemblies 
and thermal insulation heat shields and 
systems further details are given on page 8 
with net debt at low levels and the group 
expecting to be highly cash generative 
acquisitions are expected to remain a key 
growth driver in the future
world annual traffic – revenue passenger km
forecast annual growth in global passenger air traffic is the key driver of demand for 
new commercial aircraft and hence for many of senior’s core aerospace products
world energy outlook
projected increases in global energy usage will drive higher revenue for senior 
through increased sales of large industrial expansion joints and other emission
related products amounts are in quadrillion btu
 
non oecd
 
oecd
source eia source icao airbus
1544
1715
2817
3753
4600
5351
2005
2345
2423
2546
2692
2846
1990 2000 2010 2020 2030 2040
quadrillion btu
world annual rpk trillion
0
1972 1977 1982 1987 1992 1997 2002 2007 2012 2017 2022 2027 2032
2
4
6
8
10
12
14
air trafﬁc has doubled
every 15 years  
airbus gmf 2013 icao total trafﬁc
air trafﬁc will double
in the next 15 years
2012–2022
51
2022–2032
44
2012–2032
47
strategic report governance financial statements additional information
5 senior plc  annual report  accounts 2013 wwwseniorplccom
key growth drivers working with our customers 
to provide innovative market
leading solutions 
effective customer alignment means 
•	 p u tt i n g 	 t h e 	 c u s t o m e r 	 fi r s t
•	 ex c e e d i n g 	 e xp e c ta t i o n s
•	 i n c r e a s i n g 	 m a r k e t 	 s h a r e
•	 	 b e i n g 	 o n 	 t h e 	 r i g h t 	 p r o g r a m m e s	
and platforms
•	 c o n t i n u i n g 	 t o 	 e xp a n d 	 c a p a b i l i t i e s
•	 c r e a t i n g 	 s u s ta i n a b l e 	 l o n g  t e r m 	 g r o w t h
•	 o p t i m i s i n g 	 v a l u e 	 f o r 	 a l l 	 s ta k e h o l d e r s
developing our portfolio of 
autonomous but collaborative 
business units 
the senior portfolio provides 
•	 	 3 1 	 o p e r a t i o n s 	 i n 	 1 3 	 c o u n t r i e s 	 c o v e r i n g	
5 market sectors
•	 a 	 c u l t u r e 	 o f 	 c o l l a b o r a t i v e 	 a u t o n o m y
•	 c o m p l e m e n ta r y 	 c a p a b i l i t i e s
•	 th e 	 o p p o r t u n i ty 	 t o 	 s h a r e 	 b e s t 	 p r a c t i c e s
•	 l e v e r a g e 	 o f 	 c u s t o m e r 	 r e l a t i o n s h i p s
•	 an 	 i n t e g r a t e d 	 g l o b a l 	 f oo t p r i n t
•	 	 f i n a n c i a l 	 s t r e n gt h 	 s u p p o r t i n g 	 i n v e s t m e n t	
and innovation for customer benefit
customer 
alignment
continue reading about our customer 
alignment on page 9
continue reading about our 
portfolio on page 8
 
portfolio
s enior’s primary strategic objective is to create longterm sustainable growth 
in shareholder value t his is achieved through a culture of empowerment of 
autonomous but collaborative operations working within a welldefined 
control framework
t he major elements of value creation for the group can be classified into four 
primary drivers as follows
senior plc  annual report  accounts 2013 6
our business model – how we create value r ecruiting and developing our  
people to deliver sustainable growth 
our people make the difference  
they operate in a culture of 
•	 e m p o w e r m e n t 	 o f 	 l o c a l 	 m a n a g e m e n t
•	 “ t e l l 	 i t 	 a s 	 i t 	 i s ” 	 p h i l o s o p h y
•	 i n t e g r i ty 	 a n d 	 h i g h 	 e t h i c a l 	 s ta n d a r d s
•	 m a i n ta i n i n g 	 a 	 s a f e 	 a n d 	 h e a l t h y 	 w o r k p l a c e
•	 	 o n g o i n g 	 p e r s o n a l 	 d e v e l o p m e n t 	 t h r o u g h o u t	
the business
•	 	 i n v e s t i n g 	 i n 	 l o c a l 	 c o m m u n i t i e s
• 	 d e v e l o pi ng 	 s t r o ng 	 c u s t om e r 	 r e l a t i o n s h i p s
being passionate about operational 
excellence driving continuous 
improvement
effective operational excellence results in 
•	 q u a l i ty 	 p r o d u c t s 	 d e l i v e r e d 	 o n 	 t i m e
•	 th e 	 p r o v i s i o n 	 o f 	 c o s t  c o m p e t i t i v e 	 s o l u t i o n s
•	 e f fi c i e n t 	 l e v e l s 	 o f 	 w o r k i n g 	 c a p i ta l
•	 a 	 s a f e 	 w o r k i n g 	 e n v i r o n m e n t
•	 	 a 	 r e d u c t i o n 	 i n 	 e n v i r o n m e n ta l 	 i m p a c t
•	 g oo d 	 g o v e r n a n c e 	 a n d 	 r i s k 	 m a n a g e m e n t
•	 	 sa t i s fi e d 	 c u s t o m e r s 	 p l a c i n g 	 m o r e 	 w o r k 	
with senior
 
people
continue reading about our 
people on page 11
oper ation al 
excellence
continue reading about  
operational excellence on page 10
 
7 senior plc  annual report  accounts 2013 wwwseniorplccom
strategic report governance financial statements additional information developing a portfolio of autonomous but 
collaborative business units within a welldefined 
control framework whilst promoting best practice 
sharing and developing complementary capabilities 
is the foundation of senior’s business model
expanding capabilities
the group’s strong level of free cash flow 
generation allows it to target a select 
number of complementary strategic 
acquisitions in growth markets to expand 
its capabilities accelerate growth and 
enhance its asset portfolio
portfolio enhancement
portfolio enhancement through focused 
acquisitions and disposal of noncore 
assets with decisions in both cases being 
subject to strict financial criteria the 
operations’ longterm outlook and the 
group’s anticipated funding position
the group has a good track record of 
acquiring and successfully integrating new 
businesses and also of rationalising and 
enhancing the overall asset portfolio 
through disposals utilising a framework 
that has been developed as part of the 
strategic planning process the key 
enabler of this programme is the 
significant balance sheet capacity that has 
been generated in recent years through 
strong free cash flow generation 
developing an integrated  
global footprint
senior continues to develop an integrated 
global commercial and operational 
footprint to enable it to supply key 
programmes to its oem customers 
costeffectively and to meet growing 
domestic demand in emerging markets
new facilities
in 2014 the group is investing in 
expanding a number of existing facilities 
within its portfolio for example at ssp 
an additional 59000 sq ft building is under 
construction to support growth principally 
for the a320neo in thailand we are 
expanding capacity threefold adding 
processing capability at a total cost 
of £6m over the next three years
atlas case study 
in february 2013 senior acquired atlas 
composites “atlas“ a small ukbased 
developer and manufacturer of composite 
structural products atlas brings 
complementary capabilities into the 
group and is managed through one 
of the group’s existing uk operations 
senior aerospace bwt
thermal engineering case study
in november 2013 senior acquired thermal 
engineering ltd “thermal“ thermal is a 
leading aerospace components manufacturer 
supplying aero engine and airframe oems 
and their tier 1 suppliers globally
using hightechnology processes the 
business specialises in
•	 hot and coldformed components in 
high temperature aerospace alloys
•	 complex fabricated assemblies and
•	 thermal insulation heat shields and 
systems
thermal has 20 years of experience of 
the quality standards in the aerospace 
industry with certification to as9100 
rev c and is accredited by nadcap for 
its special processes
contributing to communities
the group’s operations are encouraged  
to involve themselves in their local 
communities and to support local charities 
these relationships are normally managed 
at a local level where the employees 
typically select nonprofitmaking 
organisations and charitable interests 
active within their community these are 
often longstanding relationships and 
involve employees volunteering their time 
making financial donations and raising 
funds to help those in need of support 
within their local communities
senior plc  annual report  accounts 2013 8
portfolio 0
100
200
300
400
500
600
700
800
a350 a380 a330 a320 787 777 737
dec06
3
3
11
8
26
7
3
dec07
dec08
dec09
dec10
dec11
dec12
dec13
k
shipset value
1
 progression – large commercial aircraft
 cagr
1
 average based on programme share and estimated engine variant
optimising value and 
exceeding expectations
the group seeks to deliver competitive 
products utilising its engineering expertise 
to optimise customer value and exceed 
their expectations whilst continuing to 
meet its performance objectives
this is achieved through advanced process 
engineering and excellent operational 
execution leading to market differentiation 
and continued growth in organic revenue 
operating margins and cash flow delivery
targeted investment
targeted investment in new product 
development technologies and 
geographic regions for markets having 
higher than average growth potential 
to further enhance organic growth 
opportunities
many of the group’s products are 
developed to help customers to achieve 
their objectives for improved operating 
costs particularly fuel efficiency in aircraft 
platforms and land vehicle engine 
applications and to meet increasingly 
stringent global emission regulations 
the group’s level of investment in these 
growth areas and on expanding its 
geographic footprint which now includes 
thailand and china continues to increase
working with customers to provide marketleading 
solutions in the group’s chosen principal markets is  
the primary objective of customer alignment
educating tomorrow’s workforce 
education and skills particularly science 
technology engineering and mathematics 
“stem” are key to the future success 
of both senior and its customers several 
senior businesses focus their community 
activities on educational outreach programmes 
supporting local schools technical colleges 
and universities for instance senior 
aerospace bwt works on stem initiatives 
with several local schools two bwt 
employees are national stem ambassadors 
whose work includes supporting stem 
clubs in local schools mentoring and 
supporting students with career academies 
and helping students gain invaluable work 
experience through paid work placements 
operating ethically
senior is committed to conducting its 
business with integrity honesty and fairness 
and operating with the highest degree of 
ethical standards in everything it does the 
cornerstone of management’s commitment 
to ethics is the senior code of business 
conduct that provides a clear framework 
for decisionmaking highlighting the values 
and behaviours it expects its employees 
to demonstrate at all times 
the codes applies groupwide including 
its agents and joint ventures and defines 
standards in areas such as antibribery 
corruption and fraud managing conflicts 
of interest and engaging in fair competition
t hrough a ligning  
with our customers 
we are a ble to 
incre ase our shipset 
value on m ajor 
pl atforms for 
ex ample o n l arge 
commerci al a ircr aft 
9 senior plc  annual report  accounts 2013 wwwseniorplccom
strategic report governance financial statements additional information
customer alignment  looking after the environment
reducing the group’s environmental impact 
helps to reduce cost and to improve 
efficiencies and makes us more agile
the group’s main impacts on the 
environment are energy consumption 
and associated co2 emissions waste 
generation and recycling and water 
consumption 
the group’s objective is to improve energy 
efficiency by 10 between 2011 and 2015 
and it remains on track to fulfil this goal 
all of the group’s operations develop 
energy conservation projects tailored to 
their main energy consumption and regularly 
monitor performance through energy usage 
senior’s lean programme also continues 
to help to reduce energy demand by 
improving the efficiency of how the 
group manufactures and streamlines 
the process to eliminate waste
waste
in 2013 the total amount of waste generated 
by the group was 12124 tonnes a 3 
decrease on the 2012 levels 12476 tonnes 
over threequarters of senior’s waste 
material is recycled and the group continues 
to “designout” the waste or find alternative 
ways to reuse the material 
senior’s egr coolers reduce nox 
emissions by 80
many of the group’s products play a vital 
role in improving the environment such 
as the exhaust gas recirculation “egr” 
coolers that are designed and manufactured 
at senior flexonics bartlett egr coolers are 
installed on diesel engines and significantly 
reduce pollutants by cooling and recirculating 
a proportion of the exhaust gas back into 
the engine 
this results in lower nox levels a cause 
of air pollution and a significant contributor 
to global warming with the use of natural 
gas set to rise as a result of the shale gas 
discoveries senior flexonics bartlett is now 
working with customers to develop egr 
coolers for natural gas engines and help 
ensure the “dash for gas” does not come at 
the expense of air pollution and increased 
greenhouse gas emissions
water
further improvements have been made 
in water conservation resulting in a 5 
reduction in water consumption when 
normalised to sales the group’s water usage 
reduced to 036 megalitres per £m sales 
2012 – 039
iso 14001
across the group 90 of its manufacturing 
locations are certified to the iso 14001 
environmental management standard and 
the remainder all of which are businesses 
acquired in the last three years are in the 
process of obtaining certification
continuous improvement
the group has achieved great progress 
in this area in recent years driving value 
creation through the implementation of  
its operational excellence initiatives based 
around lean principles and sustained 
superior performance in the eyes of its 
customers this is the principal reason 
that at 139 in 2013 the group’s 
adjusted operating margin is at record 
levels having more than doubled 
since 2006 
each operation is challenged to deliver 
operational improvements as part of the 
annual planning cycle using kaizen events 
and other lean practices to reduce costs 
improve product flow and velocity and 
optimise use of resources planned 
introduction of kanban systems in 
mexico will strengthen our position 
with a key customer there 
engineering teams at multiple locations 
are identifying technical improvements 
in cnc machine programs and cutter 
technologies to speed throughput 
benefiting capacity load and lead times 
value stream mapping activities are 
frequently undertaken to reduce setup 
time manufacturing lead times and 
inventory levels a good example of this 
is at ssp where the team is in the process 
of transforming the production process 
to a onepiece flow from the current batch 
and queue process for an estimated 
80 of the items produced
good governance
governance procedures are designed 
to allow each operation to embrace 
and manage key operational excellence 
effectively and to comply with all legal and 
regulatory requirements without imposing 
an unnecessary administrative burden 
they also aim to ensure that employees 
act at all times safely with integrity and 
in an ethical manner
co2 to turnover  
tonnes of co2 emitted per £m revenue
06 07 08 09 10 11 12 13
85
92
94
97
99
104
110
114
tonnes
senior’s longstanding emphasis on operational 
excellence is based on the principles of l ean striving  
at all times for continuous improvement and the 
elimination of nonvalueadded activities and processes 
operational excellence 
senior plc  annual report  accounts 2013 10 developing the capabilities and competencies 
of senior’s employees to meet tomorrow’s 
customer requirements is critical to the future 
success of the group
empowered local management
the group benefits from having 
empowered entrepreneurial local 
management in recent years the group 
has increased its investment in 
management development and training 
significantly seeking to enhance underlying 
performance and in particular strengthen 
business development and operational 
management whilst also maintaining the 
strength of senior’s culture
expanding capabilities 
the group’s employees are one of its 
most valuable assets with the financial 
and operational progress made during 
2013 and earlier years largely due to their 
hard work and dedication in recognition 
senior has sought to improve employee 
development at all levels of the 
organisation from increasing the 
frequency and range of shopfloor health 
and safety “toolbox talks” to expanding 
the group development programme for 
its future leaders and investing in specialist 
strategic leadership courses for its most 
senior executives employee development 
together with a renewed emphasis on 
the recruitment and succession planning 
processes will remain an important focus  
for the group in the future
c ase study – appren tice ship
like many senior businesses senior 
aerospace weston has a track record of 
training apprentices spanning back over 50 
years in 2013 weston apprentice daniel 
harland received the regional apprentice 
of the year award daniel is not alone and 
weston currently has 25 apprentices 
completing advanced apprenticeship 
programmes to gain recognised 
qualifications weston also sponsors and 
supports apprentices in completing degree 
courses the programme plays a key part 
in the succession planning process with 
the majority of weston’s engineering and 
manufacturing management teams being 
former apprentices
people 
developing our people
the quality of senior’s people is a core 
competency of the group and how it recruits 
trains and motivates its staff is pivotal each 
of senior’s businesses operates a training and 
development plan and the skills of employees 
are typically reviewed through a performance 
review and development process 
for the last five years senior has operated a 
leadership development programme aimed 
at developing mid to seniorlevel managers 
so that they acquire the broader skills 
essential to operate at higher management 
levels the training provides an intensive 
learning and development forum for current 
highpotential senior managers
equality and diversity 
as a global business senior employed some 
6655 people at the end of 2013 6171 – 2012 
in 13 countries its management grades 
alone comprise over fifteen nationalities 
diversity is therefore an integral part of how 
senior operates to achieve this the group 
promotes a policy of equal opportunity in 
employment and believes that employment
related decisions should always be based on 
relevant aptitudes skills and abilities the 
group promotes this policy without unlawful 
consideration of sex race nationality age 
disability religion or any other category 
protected by law
protecting our people
safety standards strengthen our business by 
producing higher performing teams lowering 
costs and creating more resilient operations
the board’s commitment to safety starts 
with the group chief executive who chairs 
the hse committee setting the group’s 
objectives for safety 
all operations are required to prepare an 
improvement plan for hse to further progress 
their safety and environmental performance 
the group’s safety performance improved in 
2013 the overall number of injuries declined 
14 to 297 per 100 workers 2012 – 347 
primarily as a result of reduced lacerations 
and muscular strain injuries similarly the 
number of lost time declined by 31 to 095 
per 100 workers 2012 – 136 
the group operates a zeroharm policy to 
improve the consistency of our approach and 
resilience of the safety controls in 2013 we 
finalised the introduction of a series of global 
standards for the common hse hazards 
audits have been conducted against these 
standards and improvements are ongoing 
these standards have complemented the 
process of organisational learning including 
sharing the lessons of incidents and best 
practice and use of the group online 
training forum 
injury rate 2007–2013  
injuries per 100 employees
diversity
 
t otal recordable injury rate
 l ost time injury time
 
f emale
 male
per 100 employees
07 08 09 10 11 12 13
095
297
136
347
098
359
161
375
194
444
255
496
277
651
number of employees 
13
87
14
86
19
81
a c b
a total g roup
b executive c ommittee
c plc b oard
 
11 senior plc  annual report  accounts 2013 wwwseniorplccom
strategic report governance financial statements additional information strategic objectives progress
structures
•	 extend customer value proposition via increased collaboration
•	 continue to focus on operational excellence to drive customer 
satisfaction and increase market share
•	 develop capabilities and build a business of increased scale 
in thailand
•	 expand process capabilities to enhance added value for customers
•	 invest in new technologies necessary for substantial growth
•	 new programme wins with boeing and spirit have resulted from leveraging 
existing relationships within the group
•	 ontime delivery improvements have been achieved through continuous focus 
and improvement programmes
•	 new facility being built in thailand for expansion of structures operation in 
se asia including a specialist treatment capability
•	 developing additional treatment capabilities where it makes sense for example 
currently evaluating magnesium hard coatings
•	 new weston uk facility is driving operational excellence using new 
technologies such as viper grinding
•	 a 3d printing working party has been established to monitor developments 
in this area
fluid conveyance systems
•	 continue to develop products for new platforms
•	 further develop strategic customer relationships
•	 successful execution of new development programmes
•	 expand engineered product portfolio
•	 acquire new or adjacent technologies
•	 development contracts for ducting components secured for the engines that 
will power the a320neo and b737 max due to enter service in 2015 and 
2017 respectively
•	 additional contracts won for ecu related ducts on the new embraer e2jet
•	 continued investment in engineering and programme management to ensure 
new programmes enter production profitably
•	 acquisitions of atlas in february 2013 and thermal in november 2013 bring 
additional capabilities to senior
•	 work has commenced on expanding the facilities at ssp in order to satisfy 
increased customer demand
gas turbine engines
•	 target higher valueadded engineered or flight critical parts 
eg rotating
•	 develop crossbusiness customer relationships
•	 further develop lowcost country footprint
•	 secure additional content on engines for next generation  
narrowbody and widebody commercial aircraft
•	 expand process capabilities via new technology investment
•	 first rotating parts in production as part of outsourcing contract from 
rollsroyce ge 737 max centre frame is in development at ketema
•	 further investment in thailand results in additional opportunities being 
developed with existing and new customers the business has recently 
won content on rollsroyce’s xwb and trent 1000 engines
•	 engine rings and engine control bellows contracts secured in 2013
land vehicle emission control
•	 develop product portfolio as emission regulation thresholds 
increase globally
•	 build programmes with new truck and offhighway customers
•	 invest further in emerging market footprint in growth markets
•	 investment in passenger car niches to support development of 
global platform capabilities
•	 development of a new design heavyduty cooler has resulted in orders for 
natural gas applications as well as midrange and smaller engine applications
•	 china jv assisted with a win for orders of flexes which will be satisfied by 
our operations in cape town and brazil
•	 the production of common rails has commenced within china and is 
expected to increase during h2 of 2014
•	 new programme wins mean the group’s french land vehicle operation is 
expected to see improving financial performance in the future
industrial process control
•	 expand global presence as emerging markets add local refining 
and processing facilities
•	 secure growth from tightening emission standards in 
developed markets
•	 seek proprietary adjacent products
•	 participate in new technology developments and applications 
eg combined heat and power fuel cells concentrated solar power 
micro turbines
•	 secure new major process projects as their capital funding 
becomes available
•	 collaboration between group operations in usa canada and brazil is resulting 
in improved competitiveness and broadening of product offerings
•	 increase in new work awarded as a result of tightening emission regulations 
leads to additional damper and fabric expansion joint contracts
•	 increased sales of fuel cell components in usa in 2013 although new lower 
cost senior design is expected to be introduced in 2014
•	 anticipate large expansion joint contract for us catofin project
t he application of the group’s four key elements of value creation has resulted in the 
development of the following strategic objectives in each of the group’s five key market 
sectors t he group’s progress against these objectives is also included in the table below
senior plc  annual report  accounts 2013 12
strategic objectives  integrated risk management  
and group risk philosophy
the board is ultimately responsible for 
managing risk and for the implementation of 
effective risk management procedures and 
internal control systems across the group 
these are designed to align with the uk 
corporate governance code’s guidance on 
risk management and internal control the 
audit committee is responsible for reviewing 
the effectiveness of the group’s internal control 
systems that were in operation during the year 
and the fulfilment of this responsibility is 
described in the audit committee report 
on pages 36 to 39
an integrated risk management framework 
continues to evolve within the group aimed 
at improving the efficiency and effectiveness 
of the group’s risk management procedures 
this initiative is sponsored by the board 
aligned with industry best practice and is 
designed to take account of the group’s 
internal culture as a result of this initiative 
examples of process areas previously identified 
for increased focus were strategic planning and 
objective setting and the group’s approach to 
internal audit business continuity it policies 
internal controls over financial reporting and 
risk reporting good progress has been made 
with the implementation of these process 
improvements which are becoming 
embedded in the group’s operations
senior’s risk philosophy embodied in a risk 
philosophy statement which has been rolled 
out across the group is based around an 
acknowledgement that profits are in part the 
reward for risk taking and therefore risk should 
be embraced and managed effectively within 
each business unit the group aims to take 
a relatively conservative approach to risk 
management targeting a developmental 
approach that is evolutionary rather than 
revolutionary pursuit of opportunities is 
encouraged within an effective risk 
management framework as an essential 
component of a highperformance culture 
it is acknowledged that strong risk 
management procedures are likely to enhance 
senior leadership decisionmaking capabilities 
strengthen accountability and enhance 
stewardship of the group’s assets in turn this 
can be expected to result in management 
teams being able to embrace increased levels 
of risk and pursue more opportunities which 
should also allow the group to increase its rate 
of performance delivery without exceeding its 
risk appetite
the group aims to embed its risk management 
procedures within its existing business 
processes and corporate governance structure 
rather than impose an inefficient administrative 
burden on its operations at a minimum the 
group aims to ensure that any individually 
significant event that
i  has or may result in the potential to 
compromise its ability to achieve its 
objectives or
ii  could lead to a material breach of policies 
and procedures or
iii  could impact the delivery of earnings 
materially at a local operational level
is identified reported on and dealt with through 
the group’s risk management procedures
risk assessment and risk  
reporting procedures
the group has a wellestablished annual 
process for identifying evaluating and 
managing its significant risks this process 
starts in april each year with a risk review  
and assessment conducted at each of the 
group’s operations facilitated by local senior 
management a principal risk list is generated 
from each review with individual risks assigned 
to the categories of strategic operational 
compliance or financial reporting in nature 
local management is required to record details 
of controls that are in place to mitigate each 
risk make an assessment of the residual 
likelihood and impact of each risk having a 
material impact on the operation’s ability 
to achieve its objectives and to record any 
improvement measures that are targeted 
to strengthen the operation’s internal control 
environment around each risk the results 
of these reviews are consolidated at divisional 
level with an accompanying divisional overlay 
and divisional principal risk lists are then 
submitted for review and discussion 
by the executive committee
following review by the executive committee 
a risk questionnaire is compiled and circulated 
to each board member who is required 
to make an individual assessment of the 
potential significance of each risk completed 
questionnaires are subsequently reviewed and 
discussed at the group’s june board meeting 
each year following which a group principal 
risk list is compiled and presented for review 
and discussion by the board at the july board 
meeting the final step in the process is an 
update of all principal risk lists which is 
performed late in each calendar year by 
each operation as part of the annual budget
setting process and ultimately presented to 
the board at its january meeting in between 
formal updates the board monitors progress 
in the management of individual risks via 
regular executive and divisional reporting 
procedures and review and discussion of 
these reports at board meetings
principal group risks
overall the group’s risk profile was largely 
unchanged in 2013 when compared to 2012 
the principal potential risks and uncertainties 
which could have a material impact on the 
group’s future performance and ability to 
deliver on its stated strategic objectives 
together with actions that are being taken 
to mitigate each risk are set out on pages 
14 and 15
13 senior plc  annual report  accounts 2013 wwwseniorplccom
strategic report governance financial statements additional information
risks and uncertainties risk management actions to mitigate risk
pricedown pressures
customer pricing pressure is expected 
to increase driven by the expectations of 
airlines and governments of purchasing more 
competitively priced aircraft in the future  
this can be expected to put pressure on 
the group’s future operating margins
•	the group works closely with its customers to find innovative ways to produce products 
at a lower cost thus helping them to meet pricing challenges
•	the group is able to consider bundles of products that in total help achieve customer 
pricing challenges 
•	where appropriate the group is able to pass work to some of its lower cost facilities such 
as thailand and mexico with a view to help satisfy customer challenges
importance of emerging markets
customers’ desire to move manufacture of 
components to lower cost countries could 
render the group’s operations uncompetitive 
and have an adverse impact on profitability  
in addition certain customers require global 
programme support as they respond to 
increasing domestic demand in a number  
of these emerging markets
•	the group’s strategy of developing a portfolio of high valueadded engineering manufacturing 
companies has meant that over time it has generally evolved away from products where the 
direct threat of lower cost country manufacture is significant
•	the group successfully employs a strategy of retaining commercial and engineering expertise close 
to customers’ locations principally in north america and europe this enables effective support to 
be readily given to its customers whilst increasing manufacturing at aboveaverage growth rates 
in lower cost country locations where it makes sense to do so and with customer agreement
•	the group has an increasing presence in emerging markets via its facilities in mexico thailand 
czech republic south africa brazil india and china each of these operations individually and 
in combination has a healthy number of viable opportunities for further expansion either to 
supply domestic markets or to support customers’ increasingly global needs
acquisitions
failure to execute an effective acquisition 
programme would have a significant impact 
on the group’s ability to generate longterm 
value for shareholders
•	consistently strong free cash flow generation gives the group capacity to continue to execute  
a targeted acquisition programme
•	the group has a wellestablished acquisition framework that includes proven valuation  
due diligence and integration processes
•	postacquisition reviews are performed on all acquisitions comprising a full retrospective  
review of each deal process integration effectiveness operational performance compared  
to expectation and sharing of lessons learned with the board and across the senior 
management team
strategy
an appropriately formulated communicated 
and effectively executed strategy is essential 
to avoid the risk of inappropriate allocation of 
resources and failure to deliver on longterm 
performance goals
•	focus is placed on the strategic planning process to ensure that the group formulates the most 
appropriate strategy to capitalise over time on the significant breadth of potential 
growth opportunities in its chosen market sectors
•	the process includes regular strategy sessions at operational executive committee and 
board level
•	a capital markets day held in october included a presentation on certain aspects of the 
group’s strategy to enhance further the external communication process this presentation  
is available on the company’s website
programme participation
longterm growth in demand including 
participation in future development 
programmes in the group’s major markets  
is an essential foundation for future growth 
failure to secure profitable new programme 
wins could have a severe impact on 
group performance
•	the group has developed a portfolio of businesses that are exposed to markets which exhibit 
fundamental longterm growth characteristics
•	customer value is driven through constructive and cooperative relationships with key customers 
in each market providing innovative customer solutions and quality products delivered on 
time and in line with specifications
•	the group ensures that its operations are sufficiently well capitalised to be able to bid competitively 
on new programme opportunities and maintains close control over operating costs to ensure that 
operations remain competitive on existing programmes
•	the group utilises an internal contract approval process comprising both financial and nonfinancial 
analyses to ensure that bids are submitted and won at acceptable margin levels
key
increased risk decreased risk constant risk
senior plc  annual report  accounts 2013 14
risks and uncertainties continued  risk management actions to mitigate risk
new aircraft platform delays
significant shipset content has been secured 
on a number of new aircraft platforms 
currently under development or in initial 
phases of production these include 
bombardier’s cseries regional jet the airbus 
a350 a320neo and boeing 737 max delays 
in the launch or ramp up in production of 
these platforms could have a material adverse 
impact on the group’s rate of organic growth
•	the group monitors programme development and launch timing of new aircraft platforms  
very closely utilising internal customer relationships and market intelligence
•	a cautious approach is taken to both capital investment in new programmes to minimise the time 
between installation and utilisation of new capital equipment and to the projected build rates and 
associated revenue in financial projections
•	the growing breadth of senior’s exposure to a comprehensive and diverse range of aerospace 
and land vehicle platforms together with its broad exposure in global industrial markets means 
that the group’s future organic growth profile is not overly dependent on any individual new 
aircraft platform
employee retention
an inability to attract develop and retain 
highquality individuals in key management 
positions could severely affect the longterm 
success of the group
•	capable empowered and highly engaged individuals are a key asset of the business the strong 
reputation of the group helps attract experienced senior executives from within the industry
•	the group sponsors the development and training of key managers at all levels through 
an increasingly comprehensive inhouse management development programme
•	senior management turnover ratios remain low a further indication of success in this 
important area
corporate governance breach
corporate governance legislation such as the 
uk bribery act and the us foreign corrupt 
practices act regulations and guidance such 
as the uk corporate governance code and 
global health and safety regulations are 
increasingly complex and onerous a serious 
breach of these rules and regulations could 
have a significant impact on the group’s 
reputation lead to a loss of confidence on 
the part of investors customers or other 
stakeholders and ultimately have a material 
adverse impact on the group’s 
enterprise value
•	the group has wellestablished governance policies and procedures in all key areas including a 
group code of business conduct a health and safety charter antibribery procedures and various 
policies and procedures over the review and reporting of risk management and internal control 
activities
•	the group finance director the group company secretary and the head of internal audit 
collectively retain principal responsibility for maintaining and reporting on governance changes 
that may have an impact on the group
•	periodic governance updates are provided to the board and executive committee at 
appropriate intervals and to key operational management recent examples of developments 
in this area include formulation of a business continuity framework it policy guidelines 
and antibribery training
financing and liquidity
the group could have insufficient financial 
resources to fund its growth strategy or meet 
its financial obligations as they fall due
•	the group’s overall treasury risk management programme focuses on the unpredictability 
of financial markets and seeks to minimise potential adverse effects on the group’s 
financial performance
•	compliance with financial policies and exposure limits are reviewed by the group’s treasury 
committee on a regular basis
•	the group enters into forward foreign exchange contracts to hedge the exchange risk arising 
on operations’ trading activities in foreign currencies and does not enter into or trade financial 
instruments including derivative financial instruments for speculative purposes
•	the group manages liquidity risk by maintaining adequate reserves banking facilities and reserve 
borrowing facilities and by continuously monitoring forecast and actual cash flows matching the 
maturity profiles of financial assets and liabilities and paying close attention to the projected level 
of headroom under the covenants contained in its committed borrowing facilities for further 
details see note 21
global cyclical downturn
the potential adverse impact on the group  
of significant demand declines in key markets 
arising from the consequences of either 
future sovereign debt issues ongoing 
government austerity measures andor 
political instability in the middle east or 
elsewhere remains significant
•	the group is well positioned in its key aerospace industrial and emissionrelated sectors of land 
vehicle markets where increasingly stringent legislation should ensure that longterm demand for 
the group’s products remains healthy
•	the group’s financing position improved again in 2013 as cash conversion remained strong 
with no major borrowing facilities expiring before october 2014
•	through diversity of its endmarket exposures and a robust financing position the group remains 
well placed to be able to withstand potential negative consequences that may arise from 
a further global cyclical downturn
 
15 senior plc  annual report  accounts 2013 wwwseniorplccom
strategic report governance financial statements additional information org anic revenue £m 
33 
13
7174
7412
12
the main drivers of organic revenue 
growth in the aerospace division 
were increased build rates on large 
commercial aircraft programmes 
offset partially by lower military volumes 
in flexonics demand for truck engine 
components in europe marginally 
improved but european passenger 
vehicles markets were weaker and 
the large oneoff project for expansion 
joints in 2012 was not repeated in 2013
ad justed e arnings per sh are p 
70
13
1775p
1900p
12
increased revenue resulting 
from strong market demand in large 
commercial aerospace and the 
incremental contribution of the 
acquisition of ga combined with 
continued effective operational 
execution and a slight reduction 
in the tax rate resulted in a healthy 
increase in adjusted earnings per 
share in 2013 
•	 to achieve organic sales growth at constant 
exchange rates in excess of the rate of 
inflation
•	 to increase adjusted earnings per share 
on an annual basis by more than the rate 
of inflation
•	 to increase the group’s return on revenue 
margin each year
•	 to generate sufficient cash to enable the 
group to fund future growth and to follow 
a progressive dividend policy and
•	 to maintain an overall return on capital 
employed in excess of the group’s cost 
of capital and to target a pretax return 
in excess of 15
these financial objectives are supported by 
two nonfinancial objectives
•	 to reduce the group’s rate of energy intensity 
by 10 in the fiveyear period to 2015 and
•	 to reduce the number of recordable injuries 
which incur lost time by 20 in the fiveyear 
period to 2015
senior continued to deliver strong operating 
performance in 2013 and met four out of five 
of the group’s financial targets during 2013 
improvements were made in the group’s 
energy and water intensity performance and 
lost time injury rates were also significantly 
reduced the group remains on track to 
meet its 2015 safety energy and water 
usage improvement goals further details 
of the group’s performance record in this 
regard including its longterm performance 
trends are shown on pages 10 and 11
a summary of the yearonyear movements 
in these key performance indicators ”kpis” 
and the main drivers of the changes are 
described below
t he group uses five financial and two nonfinancial metrics to measure progress 
in implementing its strategy the group’s financial objectives are as follows
r eturn on revenue m argin  
consistent w ith 2012
13
139 139
12
a record group adjusted operating 
profit margin was achieved in 2012 
this was repeated in 2013 with 
improved operational efficiencies 
and favourable raw material pricing 
in flexonics offset by facility move 
and higher development costs in 
new programmes in aerospace
n et c ash from oper ating 
activities £m 
109
13
833
924
12
the group’s cash conversion was 
again very strong with net cash 
from operating activities increasing 
to a record level in 2013 the 
main driver of this result was 
the increase in group earnings 
as a result the group has been 
able to fund an increased level 
of capital expenditure of 13 times 
depreciation continue to make 
strategic acquisitions and 
propose a 10 increase in the 
annual dividend 
senior plc  annual report  accounts 2013 16
key performance indicators  r eturn on c apit al employed  
02ppts
13
269 267
12
the group’s return on capital 
employed reduced slightly in 2013 
the impact of increased earnings 
was offset by increased capital 
expenditure and additional working 
capital requirements due to growth 
in large commercial aerospace and 
anticipated growth in north 
american trucks in flexonics  
environment sa fety 
ethics and compli ance
l ost time in jury frequency r ate 
incidents per 100 employees p  a 
301 improvement
13
136
095
12
the number of lost time injuries 
reduced significantly in 2013 this 
represents good progress reversing 
the disappointing results of 2012 
the group continues to take a 
proactive approach to the health and 
safety of all employees and has 
reduced the number of lost time 
injury incidents by 63 since 2007 
ca rbon dioxide emissions 
tonnes£m revenue  
76 improvement
13
92
85
12
through more efficient use of 
resources and improved asset 
utilisation the group continues 
to make good progress on its 
published fiveyear target of 
improving energy efficiency by 
10 between 2011 and 2015 
this is the eighth consecutive 
year that senior has reduced 
its environmental impact
our performance
environment 2012 2013 objectives and targets
energy efficiency 
mwh£m turnover 203 204
≤ 207mwh£m 
turnover by 2014
scope 1 ghg tco2e 10582 9466
incorporated 
within energy 
efficiency target
scope 2 ghg tco2e 49707 51151 as per scope 1
scope 3 ghg tco2e 7214 5631 as per scope 1
tonnes co2 emitted  
per £m of revenue 9249 8547
water usage 
in megalitres 289 276
water usage per £m  
of revenue 039 036
waste generated 
in tonnes 12476 12124
percentage of waste 
recycled or recovered
78 78
to increase the 
percentage of  
waste recycled  
or recovered to  
80 by 2015
safety
total recordable injury 
rate measures the 
number of injuries per 
100 employees 347 297
reduce the 2010 total 
recordable injury rate 
by 20 by 2015 to ≤ 
300
lost time injury rate 
tracks the number of 
injuries per 100 
employees with one day 
or more away from work 136 095
reduce the 2010 lost 
time injury rate by 
20 by 2015 to ≤ 128
business ethics and 
compliance
revise and reissue 
business code of 
conduct completed
investigate 100 of  
all complaints received 
regarding whistle
blowing achieved
methodology
the group collects its environmental data in accordance with the 
guidelines specified by the global reporting initiative gri to the 
extent that this is currently practicable and has applied the 
greenhouse gas conversation factors contained within the gri 
guidelines and the defra  decc’s 2013 conversion factors for 
company reporting the group has used the financial control 
approach to define its organisational boundary and reports data from 
its whollyowned or majorityowned operations billed or metered 
sources represent the basis of the majority of our emissions 
however scope 3 emissions which represent less than 10 of the 
total are calculated on a prorata basis which are believed to be an 
accurate representation of use
 
17 senior plc  annual report  accounts 2013 wwwseniorplccom
strategic report governance financial statements additional information 2013 financial results summary
2013 2012 change
revenue £7751m £7298m 6
adjusted 
operating profit
£1076m £1014m 6
adjusted 
operating margin
139 139 ppts 
adjusted profit 
before tax
£981m £911m 8 
adjusted earnings 
per share
1900p 1775p 7 
total dividend 
per share
512p 465p 10 
free cash flow £638m £576m 11
net debt £592m £709m £12m
decrease
2013 was another year of solid progress 
for senior
total group revenue increased by 62 to £775 1m 
2012 – £7298m revenue from continuing 
operations excluding the sale of senior hargreaves 
in october 2012 which contributed £178m of 
revenue in 2012 increased by £631m 89 
including an incremental £339m from three 
acquisitions thermal acquired in november 
2013 £10m atlas acquired in february 2013 
£30m and the fullyear effect of the 
acquisition of ga in november 2012 £299m 
if the effect of acquisitions and a yearonyear 
favourable exchange impact of £54m are 
excluded underlying revenue from organic 
operations increased by 33 on a constant 
currency basis in 2013 66 of sales from 
continuing operations originated from north 
america 15 from the uk 12 from the rest 
of europe and 7 from the rest of the world
adjusted operating profit increased by £62m 
61 to £1076m 2012 – £1014m due to a 
combination of the increase in organic 
operations’ revenue further operational 
improvements and yearonyear acquisition 
contributions of £23m overall exchange rate 
movements had no impact on 2013 adjusted 
operating profit compared to 2012 adjusted 
profit before tax increased by £70m 77 
to £981m 2012 – £911m 
excluding acquisitions underlying adjusted 
operating profit from organic continuing 
operations increased by 47 on a constant 
currency basis the group achieved an 
adjusted operating margin of 139 in 2013 
2012 – 139 
total group reported operating profit from 
continuing operations was broadly similar to 
the prior year at £933m 2012 – £937m
the underlying tax rate in 2013 was 197 
2012 – 204 and adjusted earnings per share 
increased by 7 to 1900 pence 2012 – 1775 
pence basic earnings per share rose by 10 
to 1722 pence 2012 – 1711 pence
the group continues to be highly cash
generative and delivered free cash flow of 
£638m 2012 – £576m after increased net 
investment in capital expenditure of £288m 
2012 – £260m as a result the level of net 
debt at the end of 2013 of £592m was 
comfortably below the £709m at the start 
of the year even after spending £305m on 
acquisitions and investing a further £05m in 
the group’s joint venture in china during 2013 
this yearend net debt level leaves the group 
well placed to fund future organic and 
acquisitive growth
the board is recommending a final dividend 
of 360 pence per share 2012 – 327 pence 
if approved this will bring the total dividends 
paid and proposed in respect of 2013 to 512 
pence per share an increase of 10 over 
2012 slightly ahead of the increase in adjusted 
earnings per share 
delivery of group strategy
significant progress was made in delivering 
the strategy during 2013 with the group’s 
portfolio enhanced through two acquisitions 
a healthy level of business being won on new 
programmes and market share gains being 
secured on existing platforms the group’s 
culture of operational excellence providing high 
levels of customer satisfaction and safer more 
efficient factories and the group’s employees 
working enthusiastically and innovatively to 
deliver a strong performance in 2013 and to 
enhance the growth prospects for the group
the acquisitions of atlas and thermal in 2013 
have added the complementary capabilities of 
structural composites and hotforming and 
aerospace insulation to the group when 
combined with the global reach customer 
relationships and financial strength of the 
existing senior operations these additional 
capabilities are expected to provide healthy 
longterm growth opportunities for the 
aerospace division indeed atlas is already 
working together with senior aerospace bwt 
to provide cabin airsupply ducting systems for 
the future bombardier cseries mitsubishi 
regional jet and embraer e2jet aircraft 
operating in successful end markets and 
being aligned with the right customers is 
an important determinate to senior’s future 
growth prospects the group’s most important 
market is large commercial aircraft now 
representing 36 of group sales where 
boeing and airbus collectively delivered 1274 
aircraft in 2013 7 more than the prior year 
and booked 2858 net orders their combined 
order book of 10639 aircraft represents a very 
healthy eight years’ production at current build 
rates meaning good growth can be expected 
in the future the group’s customers 
increasingly operate on a global basis and it is 
important that senior is able to support them 
across the world accordingly during 2013 
further investment was made in the group’s 
chinese joint venture with heavyduty engine 
commonrail production commencing at the 
year end and a new factory set up in mexico to 
serve the north american landvehicle market 
for flexible exhaust connectors in aerospace 
having worldclass production capabilities in 
asia will be very important in the future as 
the region represents the fastest growing 
airpassenger market in the world in its 
thailand facility senior has a good foundation 
to build upon to meet this customer demand 
signific ant progress in delivering 
the g roup’s str ategy in 2013 provides 
another strong set of results 
t he g roup’s reput ation a nd the 
opportunities it is developing me an 
future prospects rem ain encour aging mark rollins
group chief executive
senior plc  annual report  accounts 2013 18
group chief executive’s summary  
of the year 2013 performance  with 2014 planned to see the construction of 
significant additional capacity including the 
installation of a specialist treatments facility 
at a total cost of some £6m over the next 
three years
in industries where customers have choices 
with whom they do business senior’s ontime 
delivery and quality record and its cost 
competitiveness are key to the group gaining 
market share and winning work on new 
programmes accordingly great focus is placed 
at each operation on using “lean” principles 
such as kaizen events to deliver operational 
improvements to reduce costs improve 
product flow optimise use of resources 
and improve safety investment in modern 
equipment and fitforpurpose facilities such 
as the new factory built for the structures 
business at senior aerospace weston in 2013 
are also ongoing requirements in an 
environment where technology and customer 
expectations are always advancing senior’s 
financial strength allows the group to remain 
at the forefront in this regard with increases in 
the shipset value on the b787 and a350 during 
2013 and the fact that the group now has 
30 more content on the b737 max and 56 
more on the a320neo than the current b737 
and a320 aircraft respectively providing 
tangible evidence of senior’s success in 
delivering its strategy 
recruiting and developing good leaders is 
arguably the most critical aspect to the group’s 
future success senior’s culture is one of 
empowered entrepreneurial leadership 
operating within a fixed control framework 
where communication of good and bad news is 
encouraged and equally accepted and success 
is recognised and fairly rewarded over the past 
five years the group development programme 
which is personally important to me has been 
successfully expanded and increasingly focused 
on leadership development during 2014 the 
programme is to be further enhanced with the 
introduction of a senior executive programme 
for potential future leaders and “driving 
innovation” workshops for all of the group’s 
operating company ceos both in conjunction 
with ashridge business school 
whilst the historic performance of senior 
over recent years and the strong platform 
the group has built for the future clearly 
demonstrates healthy progress in 
implementing the group’s strategy the board 
is cognisant of the need for strategy to evolve 
as markets and technologies change and the 
group gets larger and more complex as a 
consequence the board and executive team 
increased their focus on strategy during 2013 
and can be expected to do so throughout 2014 
corporate responsibility
corporate responsibility is a key part 
of how we do business at senior and i am 
pleased to report excellent progress on a 
number of fronts this year 
we have enhanced our training and 
development programme and improved 
collaboration and sharing of good practices 
across the divisions during the year we also 
improved the communication of our anti
bribery and corruption measures and 
strengthened compliance through our internal 
audit processes the group has further 
reduced its carbon emissions and our core 
environmental metrics also demonstrated 
healthy improvement as we invest to reduce 
energy and water consumption sustainability 
drives demand for many of our services and 
operating in an ethical and responsible manner 
is integral to our customer relationships 
improvements have also been made to our health 
and safety programme through the rollout of 
technical standards for the core health and 
safety risks these have helped to identify 
potential hazards and contributed towards 
improving our two key safety metrics see 
table on page 17
outlook 
the year has started satisfactorily and with the 
large commercial aerospace market remaining 
strong and some early signs of an economic 
recovery taking place progress is expected to 
be made across the group’s operations during 
2014 the second half of the year is expected 
to benefit in particular from civil aircraft build 
rates continuing their upward trend the a350 
aircraft being delivered to customers and an 
anticipated large expansion joint contract 
commencing delivery however whilst solid 
progress is expected to be made locally in 
2014 volatile foreign exchange movements 
add more uncertainty as to the reported group 
outcome for the year
looking further ahead the entry into service 
of the a350 in late 2014 and its subsequent 
production rampup together with boeing’s 
and airbus’ plans to increase the build rates 
of their b787 b737 and a320 aircraft mean 
the outlook for the large commercial aerospace 
sector is both strong and visible this is 
senior’s most important market representing 
36 of group revenue in 2013 however price 
pressure remains ongoing across the 
commercial aerospace industry and is being 
managed in line with expectations as well as 
increases in buildrates senior expects to 
benefit from the greater content it has on the 
newengine versions of the high volume 
narrowbodied aircraft the a320neo and b737 
max which are scheduled to enter service in 
2015 and 2017 respectively having a world
class aerospace facility in asia is also expected 
to lead to increases in market share as the 
recent contract awards to the group’s thailand 
operation from rollsroyce for the a350 xwb 
engine and from spirit aerosystems on the 
b787 clearly demonstrate this facility is now 
being significantly expanded
whilst a much smaller part of the group 
prospects also remain encouraging in the 
regional and business jet sector with 
bombardier’s cseries aircraft on which the 
group has healthy content commencing its test 
programme during 2013 and senior winning the 
lowpressure ducting package for the embraer 
e2jet less encouraging is the outlook for 
military and defence representing 14 of 
group sales in 2013 with increases in the 
build rates of new programmes such as the 
a400m military transporter and the p8 naval 
reconnaissance aircraft not expected to entirely 
offset the impact of reduced defence spending 
by the usa and european governments
in flexonics the longerterm outlook for 
senior’s land vehicle operations is showing 
some early signs of improvement with 
volumes of passenger vehicles in europe 
anticipated to gradually improve from the 
sixyear low seen in 2013 production of 
heavyduty engine commonrails now 
commencing in china and the group’s global 
footprint leading to more customer enquiries 
for flexible exhaust connectors progress also 
continues to be made in winning additional 
heavyduty exhaust gas recycling cooler 
programmes although this has been slower 
than hoped for and the much improved life of 
the current product is resulting in lower 
revenue from spareparts whilst the future 
level of the group’s industrial activity is less 
visible given its often oneoff project nature 
the group’s industrial endmarkets such as 
power generation oil and gas chemical 
processing medical and semiconductor are 
likely to grow broadly in line with global 
economic activity in addition environmental 
legislation continues to tighten across the 
globe which can be expected to provide 
greater demand for the group’s products
as well as the organic growth opportunities 
mentioned above senior’s cashgenerative 
nature strengthening market and financial 
position provide a solid platform from which 
the group can continue to pursue acquisitive 
growth opportunities on a targeted basis 
consequently whilst senior will undoubtedly 
face a number of challenges as it pursues 
its growth agenda the group’s reputation 
and opportunities it is developing mean the 
prospects for the future remain encouraging
mark rollins
group chief executive
 
19 senior plc  annual report  accounts 2013 wwwseniorplccom
strategic report governance financial statements additional information business review
the aerospace division represents 65 
2012 – 66 of group revenue and consists 
of 19 operations these are located in north 
america 11 the united kingdom 4 
continental europe 3 and thailand 
on 8 february 2013 the group acquired 
atlas composites limited “atlas” a small 
ukbased developer and manufacturer of 
composite structural products for £24m 
atlas brings complementary capabilities into 
the group and is managed through one 
of the group’s existing uk operations 
senior aerospace bwt
on 28 november 2013 the group acquired 
thermal engineering holding limited 
“thermal” an aerospace components 
manufacturer for consideration of £283m 
including the repayment of £65m of debt 
thermal specialises in manufacturing hot and 
coldformed components complex fabricated 
assemblies and thermal insulation heat 
shields and systems
in november 2013 the decision was taken 
to merge capo industries into our ketema 
operation this decision has resulted in 
oneoff costs of £19m charged in 2013 savings 
of over £12m pa are anticipated from 2015 
in thailand the group is expanding capacity 
threefold and adding processing capability at 
a total cost of £6m over the next three years
the aerospace division’s main products are 
engine structures and mounting systems 
30 of 2013 divisional sales airframe and 
other structural parts 27 metallic ducting 
systems 18 composite ducting systems 
6 fluid control systems 5 and helicopter 
machined parts 5 the remaining 9 of 
divisional sales were to nonaerospace but 
related technology markets including the 
energy semiconductor and medical markets 
the division’s largest customers include 
rollsroyce representing 17 of 2013 
divisional sales boeing 17 spirit 
aerosystems 10 united technologies 8 
airbus 5 bombardier 5 safran 2 
gkn 2 and ge 2
the aerospace division’s operating results on a 
constant currency basis are summarised below
2013
£m
2012
1
£m change
revenue 5066 4762 64
adjusted 
operating profit 765 728 51
operating 
margin 151 153 02ppts
1
  2012 results translated using 2013 average 
exchange rates
divisional revenue increased by £304m 64 
to £5066m 2012 – £4762m
1
 and adjusted 
operating profit increased by £37m to £765m 
2012 – £728m
1
 excluding the impact of 
acquisitions organic revenue for the division 
increased by £264m 55 and the increase 
in adjusted operating profit was the same 
at £37m
the operating margin declined slightly to 151 
2012 – 153 this was mainly attributable to 
aerosp ace division
mar ket o vervie w
senior continues to enjoy strong demand from 
the large commercial aircraft sector where 
order books are at record levels the regional 
and business jet markets are satisfactory but 
as anticipated the military and defence sector 
remains challenging 
capabilities
•	 design and manufacture of systems for delivery of 
air hydraulic fluids and fuel to critical airborne system 
functions in composite and metallic materials
•	 design and manufacture of maintenancefree 
solutions for harsh operating environments
•	 precisionmachined complex products and 
assemblies for airframe structures and systems
•	 provision of engine core ancillary systems and 
related structural products to major gas turbine 
engine manufacturers
•	 manufacturing hot and coldformed components 
complex fabricated assemblies and thermal 
insulation heat shields and systems
507 4
503
2
13 6
36
£m
476
a h g f e d c b
a 2012
b l arge c ommercial
c r egional  business jets
d military
e other
f 2013 o rganic
g acquisitions
h 2013 t otal 
aerospace revenue 
senior plc  annual report  accounts 2013 20
2013 performance continued  wwwseniorplccomaerospaceindexcfm
the notable effect of the reduction in military 
and nonaerospace revenue on two of the 
group’s operations costs associated with 
the weston factory relocation and increased 
investment in engineering necessary to deliver 
a higher than usual level of new aircraft 
programmes at the group’s operation 
in los angeles 
55 2012 – 51 of the aerospace division’s 
revenues are derived from the large commercial 
aerospace market comprising the aircraft 
manufactured by airbus and boeing and the 
engines that go on those aircraft this market 
remained very strong during 2013 with boeing 
and airbus collectively delivering 1274 aircraft 
a 7 increase over the prior year 2012 – 1189 
deliveries boeing and airbus also recorded 
strong aircraft orders during 2013 which at 
a combined net order intake of 2858 aircraft 
2012 – 2036 aircraft was well ahead 
of aircraft deliveries for the fourth year in 
succession as a consequence their combined 
order book grew by 1584 aircraft during 2013 
to 10639 aircraft at the end of the year 
representing over eight years of deliveries at 
current production rates senior grew its sales 
to the large commercial aircraft market by 15 
during 2013
senior won additional content in the period 
on the a350 and b787 two significant future 
programmes for the group the airbus 
a350 which flew for the first time in june 
is expected to commence customer deliveries 
late in 2014 and boeing’s b787 production 
rate is now at 10 per month 
equally encouraging was the progress senior 
made in increasing its content on the a320neo 
and b737 max the reengined more 
fuelefficient versions of the two highest 
volume commercial aircraft platforms these 
aircraft are scheduled to come into service in 
2015 and 2017 respectively the group already 
has 56 more content on the a320neo than 
the a320 and 30 more content on the b737 
max than on the current b737 
overall the production of regional and business 
jet aircraft remained weak but broadly stable 
against this backdrop senior’s revenue derived 
from the business jet sector 9 of divisional 
revenue increased by 8 in the period due to 
increased activity on newer and larger business 
jet programmes in the regional jet sector  
4 of divisional revenue group revenue was 
13 higher as a result of a strong second half 
particularly with increases in bombardier’s crj 
series and increased invoicing for engineering 
costs and development parts bombardier’s 
largest ever passenger aircraft the cseries 
flew for the first time in 2013 although testing 
challenges have resulted in some delays  
the group has significant content on this 
aircraft 501k per aircraft and its future 
commercial success would be advantageous 
for the group
revenue from the military and defence sector 
fell by 11 in 2013 reducing its contribution to 
divisional revenue from 25 to 21 this was 
due to the anticipated reduction in production 
volumes for the c130j military transport 
aircraft and the black hawk helicopter as well 
as lower spares demand for the latter these 
declines were partially offset by growing 
volumes on newer platforms such as the 
a400m transporter p8 reconnaissance 
aircraft and joint strike fighter
around 11 of the aerospace division’s 
revenue was derived from other markets such 
as space nonmilitary helicopters power and 
energy medical and semiconductor where 
the group manufactures products using very 
similar technology to that used for certain 
aerospace products overall revenues in 
these markets were £07m higher than 2012 
with £23m of acquisition contribution 
offsetting £16m of organic decline from 
weaker semiconductor and power and 
energy markets
large commercial aircraft
•	total revenue growth of 50 including 
acquisitions with organic revenue growth of 
15 underpinned by increasing build rates in 
airbus and boeing large commercial 
aircraft platforms
•	build rates on most major platforms expected 
to increase in 2013 and beyond
•	boeing delivered 46 b787s in 2012 as the build 
rate increased to five per month during the year 
as planned
•	strong order intake for boeing and airbus again 
in 2012 in particular for reengined narrow 
body a320neo and b737 max platforms 
where total orders now stand at 2798 aircraft 
and which are due for delivery in 2015 and 2017 
respectively
•	total oem order books remain at record levels 
representing over seven years of production at 
current build rates
military aerospace
•	revenue increased by 7 reflecting a  
robust footprint on wellestablished 
platforms and increased activity on 
new programmes such as the f35 
joint strike fighter
•	demand on the group’s main military 
programmes the c130j transport aircraft 
and the black hawk helicopter held up well 
for most of the year although began to 
weaken in the fourth quarter
•	shortterm outlook on a number of platforms 
is weaker with likelihood of reduced build 
rates due to downward pressure on us 
defence expenditure
•	healthy shipset content on new programmes 
such as the a400m transport aircraft the 
p8a poseidon naval reconnaissance aircraft 
and the f35 joint strike fighter should 
partially mitigate the impact of any reduction 
in funding that may affect established 
programmes
regional and business jets
•	business jet revenue growth of 12 ahead of 
the market due to increased demand from 
large cabin platforms eg bombardier 
challenger and gulfstream g650
•	revenue from regional jet sector broadly 
unchanged with markets weaker but senior’s 
performance aided by recoverable development 
expenditure on new platforms
•	continued modest recovery in business jet 
sector is forecast for 2013 with regional 
demand remaining subdued
•	senior’s regional jet market revenue is likely to 
increase in the mediumterm as new platforms 
come to market such as the bombardier 
cseries and mitsubishi mrj
large commercial aircraft
•	 revenue growth of 15 underpinned by 
increasing build rates of airbus and boeing 
large commercial aircraft platforms
•	 build rates on many platforms will increase 
in 2014 and beyond
•	 boeing delivered 65 b787s in 2013 with 
production now at 10 per month
•	 strong order intake for boeing and airbus 
again in 2013 not only for reengined narrow 
body a320neo and b737 max platforms 
but also the a350 and b787
•	 airbus a350 testing is going to plan with 
first delivery into service expected before 
the end of 2014
•	 at current build rates it will take over eight 
years to fulfil existing oem order books
military aerospace
•	 revenue decreased by 11 reflecting the 
anticipated reduction in demand for the 
black hawk helicopter and the c130j 
transport aircraft
•	 build rates in 2014 will be broadly in line 
with the 2013 exit rate following 
downward pressure on us and european 
defence expenditure
•	 further declines in build rates of certain 
programmes such as the black hawk and 
the v22 osprey helicopter are expected 
after 2014
•	 healthy shipset content on the a400m 
transport aircraft and build rate increases 
for this and the p8 naval reconnaissance 
aircraft should partially mitigate the 
otherwise lower demand
regional and business jets
•	 business jet revenue growth of 8 ahead 
of the market due to increased demand 
from large cabin platforms eg bombardier 
global 50006000 and gulfstream g650
•	 revenue from regional jet sector increased 
by 13 with improvements coming from 
the bombardier crj series
•	 continued modest recovery in business jet 
sector is forecast for 2014 with regional jet 
demand remaining stable
•	 senior’s regional jet market revenue is likely 
to increase in the mediumterm as new 
platforms come to market such as the 
bombardier cseries mitsubishi mrj and 
embraer e2jet
 
21 senior plc  annual report  accounts 2013 wwwseniorplccom
strategic report governance financial statements additional information business review 
the flexonics division represents 35 
2012 – 34 of group revenue and consists of 
12 operations which are located in north 
america four continental europe three the 
united kingdom south africa india brazil and 
a joint venture in china 
56 of the flexonics division’s revenues in 
2013 were derived from demand for land 
vehicle components 42 from industrial 
markets and 2 from aerospace markets
the land vehicle sales comprise cooling and 
emission control components 25 of 2013 
divisional sales flexible mechanisms for vehicle 
exhaust systems 14 diesel fuel distribution 
pipework 14 and offhighway hydraulics 
3 the industrial product revenue is derived 
from the power and energy markets 19 oil 
and gas and chemical processing industries 
8 hvac and solar markets 5 and a range 
of other markets 10
the division’s largest individual end users are 
land vehicle customers including cummins 
representing 16 of 2013 divisional sales 
caterpillar 8 ford 5 psa 4 and 
renault 3 individual industrial customers 
rarely account for more than 1 or 2 of 
divisional sales and given the generally 
bespoke and project nature of the group’s 
industrial products the customers vary 
significantly each year bloom energy 6 
and abengoa 2 were the largest industrial 
customers in the period woodward 2 
accounted for the majority of aerospace 
revenue within the flexonics division in 2013
the flexonics division’s operating results on a 
constant currency basis are summarised 
below
c ontinuing
operations
2013
£m
2012
1
£m change
revenue 2693 2417 114
adjusted 
operating profit 404 366 104
operating 
margin 150 151 –01ppts
1
  2012 results translated using 2013 average  
exchange rates
divisional revenue increased by £276m 
114 to £2693m 2012 – £2417m
1
 and 
adjusted operating profit increased by £38m 
to £404m 2012 – £366m
1
 excluding the 
incremental contribution from the ga 
acquisition completed in november 2012 
organic revenue declined by £23m 10 
while adjusted operating profit increased 
by £15m 41 
the operating margin declined slightly to 
150 2012 – 151 primarily due to the 
inclusion of the lowermargin ga business 
underlying margins in organic operations 
improved by 08 percentage points to 159 
2012 – 151 as a result of improved 
operational efficiencies and favourable raw 
material pricing
flexonics division
269 30
239
3 1
1 242
£m
g f e d c b a
flexonics revenue
a 2012
b t ruck  o ffh ighway
c passenger v ehicles
d industrial
e 2013 o rganic
f acquisitions
g 2013 t otal 
mar ket o vervie w
senior’s principal endmarket exposures in 
the flexonics division are medium and 
heavyduty diesel engine markets in north 
america passenger cars in europe and global 
industrial process control markets including 
petrochemical hvac and power and 
energy markets
capabilities
•	 development and production of emission control 
and fuel distribution products for the truck and 
offroad transport sector and for select passenger 
car applications
•	 design and manufacture of engineered expansion 
joints and dampers for industrial process control 
applications to meet an increasingly stringent 
regulatory environment
senior plc  annual report  accounts 2013 22
2013 performance continued  sales to the truck and offhighway market 
increased by 37 primarily due to the full 
year contribution of ga acquired in november 
2012 ga has a particular focus on machined 
components for fuel systems pumps and 
hydraulic systems for offroad medium and 
heavyduty diesel applications organic sales to 
this market increased by 2 with strong sales 
to the european truck market up £40m 35 
as new programmes ramped up this was 
partially offset by weakness in north america 
and india where organic sales decreased by 
£21m 4 and £04m 43 respectively
during 2013 the group continued to work 
towards winning a second major customer 
in addition to cummins for the group’s egr 
cooler product whilst the anticipated 
opportunity recently failed to materialise the 
group remains confident that new customers 
and applications can be developed as 
illustrated by the recent award of a cooler for 
natural gas engines on commercial vehicles 
sales to the passenger vehicle market declined 
by 1 in 2013 primarily as a result of continued 
weakness in the european passenger car 
market where new car registrations reduced 
by 17 the group was also impacted by the 
decline in the indian and brazilian domestic 
passenger vehicle markets but saw revenue 
increase to north america and china
despite generally weak land vehicle markets 
tightening emission legislation combined with 
the group’s operational excellence and product 
development skills mean market share 
opportunities regularly arise the group’s 
operations in the czech republic and south 
africa benefited from new programme wins 
from existing and new customers resulting in 
increased volumes in turbo oil drain products 
and exhaust products creating positive 
momentum that has helped offset some of 
the weakness observed elsewhere in the 
marketplace
further investment of £05m was made in the 
group’s joint venture in china where 
manufacture of heavyduty diesel common 
rails started at the end of 2013 and the 
production of exhaust flexes is scheduled to 
commence during 2014 progress of this 
operation continues to be pleasing
land vehicle emission control
•	 full year contribution of ga acquired in 
november 2012 bringing precisionmachining 
capabilities and potential customer synergies
•	 organic truck and offhighway sales increased 
by 2 with growth in the european markets 
offset by weakness in north america 
and india
•	 good progress and further investment in our 
joint venture in china production of heavy
duty diesel engine common rails started at 
the end of 2013 and exhaust flex production 
is expected to commence in 2014
•	 further investment in mexico to supply 
flexible exhaust connectors and engine 
bellows to a key customer’s local production 
plant and its us facilities
•	 sales in the passenger car sector declined 
by 1 due to reduced demand in many 
european markets as well as in brazil 
and india north america and china saw 
healthy growth
•	 the group’s operations in the czech republic 
and south africa benefited from new 
programme wins from existing and 
new customers
industrial process control
•	 organic industrial revenues were down  
3 year on year as a result of weaker 
performance in the petrochemical sector 
offset partially by strong sales in the power 
and energy market
•	 in 2012 the group’s petrochemical business 
enjoyed the benefits of a very large 
expansion joint project in tianjin china  
which was not repeated in 2013
•	 the group expects to benefit in h2 2014 
from an anticipated large expansion joint 
project for a us catofin plant
•	 additional contracts were won in 2012 for 
concentrated solar power plants in the usa 
and europe for the benefit of 2013 although 
as governmental subsidies continue to 
decline this activity is due to reduce in 2014
the division’s industrial activities were down 
3 year on year on an organic basis as a 
result of a weaker performance from the 
petrochemical sector partially offset by strong 
sales to the power and energy market
power and energy growth was driven by 
increases in demand for products for 
concentrated solar power plants and fuel cell 
bellows although this business is anticipated 
to decline in 2014 as governmental subsidies 
decline and a lower cost fuel cell bellow is 
introduced in addition during 2012 the 
group’s petrochemical business enjoyed the 
benefits of a large expansion joint project in 
tianjin china which was not repeated in 
2013 the group expects to benefit in h2 
2014 from an anticipated large expansion joint 
project for a us catofin plant
 
23 senior plc  annual report  accounts 2013 wwwseniorplccom
strategic report governance financial statements additional information continuing operations increased by 47  
on a constant currency basis the group 
achieved an operating margin of 139  
in 2013 2012 – 139
total group reported operating profit from 
continuing operations was broadly similar 
to the prior year at £933m 2012 – £937m
finance costs
total finance costs net of investment income 
of £02m 2012 – £03m decreased by 
78 to £95m 2012 – £103m net interest 
costs on borrowings increased to £81m 
2012 – £77m mainly due to the foreign 
exchange impact on group borrowing facilities 
the group has fixed rate fullydrawn us 
private placement facilities of 185m £1114m 
which attract a fixed interest payment each 
year the group’s total net debt was below 
this level for the whole of 2013 and 2012 
therefore fluctuations in the group’s net 
interest costs only arise due to changes in cash 
amounts on deposit deposit interest rates and 
variations in the rate of foreign exchange 
translation principally between the pound 
sterling and the us dollar
pensionrelated finance charges decreased to 
£14m in 2013 2012 – £26m principally due 
to a mandated change in accounting policy 
whereby the interest cost and expected return 
on plan assets has been replaced with a net 
interest charge on the net defined benefit 
liability as detailed in note 2 essentially the 
expected rate of return on assets has been 
replaced by the discount rate and scheme 
running costs £08m in 2013 and 2012 are 
now recognised within operating profit given 
that an increasing proportion of the group’s 
pension assets are invested in fixed income 
securities as part of the continuing 
implementation of liabilitydriven investment 
strategies in the group’s defined benefit 
pension plans this new accounting 
requirement led to a net reduction in 
finance costs relating to retirement benefits 
a reduction in the discount rate at the start of 
the year also led to a reduction in the pension
related finance charges
f in anci al revie w 
financial summary
a summary of the group’s operating results is set out in the table below further detail on the 
performance of the group and of each division is set out on pages 18 to 23
revenue
adjusted
operating
profit
1
  margin
2013
£m
2012
£m
2013
£m
2012
£m
2013

2012

aerospace 5066 4705 765 721 151 153
flexonics 2693 2420 404 373 150 154
share of results of joint venture – – 03 01 – –
intersegment sales 08 05 – – – –
central costs – – 90 87 – –
continuing operations 7751 7120 1076 1006 139 141
discontinued – 178 – 08 – 45
group total 7751 7298 1076 1014 139 139
1
  see table below
adjusted operating profit may be reconciled to the operating profit that is shown in the 
consolidated income statement as follows
2013
£m
2012
£m
adjusted operating profit 1076 1014
profit for the period from discontinued operations – 33
loss on sale of fixed assets – 01
exceptional pension creditcharge 11 19
reversal of contingent consideration payable 38 –
impairment of goodwill 127 –
restructuring costs 19 –
amortisation of intangible assets from acquisitions 42 43
acquisition costs 04 06
profit on disposal of business – 25
operating profit per financial statements 933 937
financial detail
revenue
group revenue increased by £453m 62 to 
£7751m 2012 – £7298m
total group revenue from continuing operations 
excluding the sale of senior hargreaves in 
october 2012 which contributed £178m of 
revenue increased by £631m 89 including 
an incremental £339m from three acquisitions 
thermal acquired in november 2013 £10m 
atlas acquired in february 2013 £30m and 
the full year effect of the acquisition of ga 
made in november 2012 £299m
if the effect of acquisitions and a yearonyear 
favourable exchange impact of £54m are 
excluded underlying revenue from organic 
operations increased by 33 on a constant 
currency basis in 2013 66 of sales from 
continuing operations originated from north 
america 15 from the uk 12 from the rest 
of europe and 7 from the rest of the world
operating profit
adjusted operating profit increased by £62m 
61 to £1076m 2012 – £1014m due to 
a combination of the increase in organic 
operations’ revenue further operational 
improvements and yearonyear acquisition 
contributions of £23m there was no yearon
year foreign exchange impact
if the incremental profit contribution of £23m 
from acquisitions is excluded underlying 
adjusted operating profit from organic 
a strong b al ance sheet a nd continued 
c ash gener ation provides a solid 
pl atform for the g roup’s future 
gro wth  aspir ations
derek harding
group finance director
senior plc  annual report  accounts 2013 24
2013 performance continued  profit before tax
adjusted profit before tax increased by 77 to 
£981m 2012 – £911m reported profit before 
tax from continuing operations increased by 
05 to £838m 2012 – £834m the 
reconciling items between these two 
measures are shown in note 9
tax charge
the total tax charge decreased to £124m 
2012 – £168m despite the increase in the 
group’s taxable profits net tax benefits of 
£69m 2012 – £18m arose from the 
amortisation of intangible assets from 
acquisitions impairment of goodwill 
exceptional pension credit and restructuring 
costs if these are added back the resultant tax 
charge of £193m 2012 – £186m represented 
an underlying rate of 197 2012 – 204 
on the adjusted profit before tax of £981m 
2012 – £911m
earnings per share
the weighted average number of shares 
for the purposes of calculating undiluted 
earnings per share increased to 4147 million 
2012 – 4085 million adjusted earnings 
per share increased by 70 to 1900 pence 
2012 – 1775 pence basic earnings per 
share increased by 06 to 1722 pence 
2012 – 1711 pence see note 12 for 
details of these calculations
dividends
a final dividend of 360 pence per share 
is proposed for 2013 2012 – 327 pence 
payment of which if approved would total 
£150m 2012 final dividend – £136m and 
would be paid on 30 may 2014 to shareholders 
on the register at close of business on 2 may 
2014 this would bring the total dividends paid 
and proposed in respect of 2013 to 512 pence 
per share an increase of 10 over 2012 and 
slightly ahead of the increase in adjusted 
earnings per share at the level recommended 
the fullyear dividend would be covered 
37 times 2012 – 38 times by adjusted 
earnings per share the cash outflow incurred 
during 2013 in respect of the final dividend for 
2012 and the interim dividend for 2013 was 
£199m 2012 – £164m
research and development
the group’s expenditure on research and 
development increased slightly to £129m 
during 2013 2012 – £128m expenditure was 
incurred mainly on designing and engineering 
products in accordance with individual customer 
specifications and developing specific 
manufacturing processes for their production
capital expenditure
gross capital expenditure increased by 14 
in 2013 to £297m 2012 – £261m principally 
representing investment in future growth 
programmes and necessary replacement 
and compliance expenditure the group’s 
operations remain well capitalised the 
disposal of assets no longer required raised 
£09m 2012 – £01m a higher level of capital 
expenditure is anticipated for 2014 although 
the extent will be dependent primarily on the 
timing of build rate increases in the large 
commercial aircraft segment and the group 
securing the expected new programme wins 
in both divisions
capital structure
the group’s consolidated balance sheet at 31 
december 2013 may be summarised as follows 
assets
£m
l iabilities
£m
net
 assets
£m
property plant and 
equipment 1426 – 1426
goodwill and 
intangible assets 2425 – 2425
investment in joint 
venture 10 – 10
current assets and 
liabilities 2137 1441 696
other noncurrent 
assets and liabilities 75 169 94
retirement benefit 
obligations – 256 256
total before net debt 6073 1866 4207
net debt 531 1123 592
total at 
31 december 2013 6604 2989 3615
total at 
31 december 2012 6243 3114 3129
free cash flow bridge £m
the group continues to generate significant free  
cash flow by focusing on continuous improvements  
in all areas of the business and by maintaining tight 
controls over discretionary expenditure
a adjusted operating proﬁt
b  d e p r e c i a t i o n a n d 
amortisation
c o ther noncash items
d working capital
e n et capital expenditure
f  pensions in excess 
of service cost
g n et interest paid
h tax paid
i f ree cash ﬂow
j  s hare purchase net 
of issue proceeds
k  a c q u isi t io n s a n d 
jv investment
l d ividends paid
m n et cash ﬂow
i h g f m l k j e d c b a
08 638
60
79
121
199
310
77
288
191 34
223
1076
£m
net assets increased by 155 in the year 
to £3615m 2012 – £3129m in the main 
as a result of an increase in working capital 
of £191m in property plant and equipment 
of £78m and goodwill of £58m and by a 
reduction in the retirement benefit obligation 
of £115m and in net debt of £117m these 
positive movements were partially offset by 
an increase in the net deferred tax liability of 
£44m and an increase in current tax liability 
of £28m net assets per share increased by 
149 to 869 pence 2012 – 756 pence 
there were 4159 million ordinary shares in 
issue at the end of 2013 2012 – 4139 million
pensions
retirement benefit obligations as calculated in 
accordance with ias 19 decreased by £115m 
to £256m 2012 – £371m principally due to 
the positive impact of an increase in the value 
of assets with asset returns in excess of 
expectations £77m cash contributions in 
excess of service costs and a £11m 
curtailment credit in respect of the closure 
of one of the us pension schemes partially 
offset by an increase in inflation assumptions
following consultation with the members of 
the senior plc pension plan the group has 
decided to close the plan to future accrual 
from april 2014
cash flow
the group generated significant free cash 
flow whose derivation is set out in the table 
overleaf of £638m in 2013 £62m above the 
£576m achieved in 2012 the main driver of 
the year’s performance was cash generated 
from operations of £1065m which is stated 
after taking into account additional pension 
contributions in excess of service costs of 
£77m 2012 – £137m and a working capital 
outflow of £191m 2012 – £102m outflow
the positive cash flow from operations was 
offset by net capital expenditure of £288m 
2012 – £260m and tax and interest payments 
totalling £139m 2012 – £162m
the strong cash flow enabled the group to 
fund the acquisitions of atlas and thermal 
from existing cash and debt facilities for total 
consideration net of cash acquired of £24m 
and £281m respectively and still resulted in 
a satisfactory decline in net debt of £117m 
during the year net debt at the yearend 
was £592m 2012 – £709m
 
25 senior plc  annual report  accounts 2013 wwwseniorplccom
strategic report governance financial statements additional information 2013
£m
2012
£m
operating profit from 
continuing operations 933 937
discontinued operations 
profit before tax – 08
depreciation and 
amortisation 265 251
share of loss in joint venture 03 01
working capital movement 191 102
pension payments above 
service cost 77 77
additional discretionary 
pension payments – 60
impairment of goodwill 127 –
reversal of contingent 
consideration payable 38 –
other items 43 40
cash generated from 
operations 1065 998
interest paid net 79 76
tax paid 60 86
capital expenditure 297 261
sale of fixed assets 09 01
free cash flow 638 576
dividends 199 164
acquisitions 305 281
investment in joint venture 05 09
proceeds on disposal 
of subsidiary – 45
share issues 01 23
purchase of shares held 
by employee benefit trust 09 10
foreign exchange variations 04 41
opening net debt 709 930
closing net debt 592 709
net debt
net debt decreased by £117m in the year 
to £592m 2012 – £709m the main reason 
for this reduction was cash generated from 
operations of £1065m 2012 – £998m 
partially offset by expenditure on acquisitions of 
£305m and investing a further £05m in the 
group’s joint venture in china totalling £310m 
2012 – £290m and gross capital expenditure 
of £297m 2012 – £261m at the yearend net 
debt comprised gross borrowings including 
finance leases of £07m of £1123m 
31 december 2012 – £1154m with 99 
of the group’s gross borrowings in us dollars 
31 december 2012 – 99 and cash and 
cash equivalents of £531m 31 december 
2012 – £445m
the group’s committed borrowing facilities 
contain a requirement that the ratio of ebitda 
adjusted profit before interest tax depreciation 
and amortisation to net interest costs must 
exceed 35x and that the ratio of net debt to 
ebitda must not exceed 30x at 31 december 
2013 the group was operating well within these 
covenants as the ratio of ebitda to net interest 
costs was 154x 31 december 2012 – 157x 
and the ratio of net debt to ebitda was 05x 
31 december 2012 – 06x
liquidity
as at 31 december 2013 the group’s gross 
borrowings excluding finance leases were 
£1116m 2012 – £1144m the maturity of 
these borrowings together with the maturity 
of the group’s committed facilities can be 
analysed as follows
gross
borrowings
1
£m
committed
facilities
£m
within one year 212 210
in the second year 151 273
in years three to five 633 1233
after five years 120 120
1116 1836
1
  gross borrowings include the use of bank overdrafts 
other loans and committed facilities but exclude 
finance leases of £07m
at the yearend the group had committed 
facilities of £1836m with a weighted average 
maturity of 31 years the group is in a strong 
funding position with headroom of £1244m 
under these facilities and no borrowings due 
for repayment until a private placement loan 
of £210m matures in october 2014
goodwill
a goodwill impairment charge of £127m was 
taken in the first half of 2013 in respect of the 
january 2008 acquisition of capo industries 
as the anticipated recovery in its key business 
and regional jet engine markets has not yet 
materialised and expectations for future 
operating margins are consequently lower 
in november 2013 the decision was taken 
to merge capo industries into our ketema 
operation this decision has resulted in oneoff 
costs of £19m being taken in 2013 savings 
of £12m pa are anticipated from 2015 
in addition the contingent consideration of 
£38m is no longer payable to the sellers of ga 
and was consequently released to profit in the 
period both the goodwill impairment charge 
and contingent consideration amounts are 
excluded from adjusted profit before tax
going concern basis
the group’s business activities performance 
and position are set out above in the financial 
review and the divisional business reviews 
these include a description of the financial 
position of the group its cash flows liquidity 
position and borrowing facilities in addition 
a review of the principal risks and uncertainties 
that are likely to affect the group’s future 
development is set out on pages 14 and 15 
a summary of the group’s policies and 
processes in respect of capital and financial 
risk management including foreign exchange 
and liquidity risks is included in note 21
the group meets its daytoday working capital 
and other funding requirements through a 
combination of longterm funding in the form 
of revolving credit and private placement 
facilities and shortterm overdraft borrowing 
at 31 december 2013 99 of the group’s 
gross debt was financed via revolving credit 
and private placement facilities with an 
average maturity of 31 years the group is 
profitable cash generative and well funded 
with net debt of £592m compared to £1836m 
of committed borrowing facilities and has no 
major borrowing facility renewal before 
october 2014
however economic conditions inevitably 
vary and so potentially create uncertainty 
particularly over the level of demand for the 
group’s products and the exchange rate 
between the pound sterling and the us dollar 
this exchange rate is important to the group’s 
financial performance given that around 66 
of the group’s profits in 2013 were earned in 
the usa and 99 of its gross borrowings at 
31 december 2013 were denominated in 
us dollars for these reasons a sensitivity 
analysis has been performed on the group’s 
forecasts and projections to take account of 
reasonably possible changes in trading 
performance together with foreign exchange 
fluctuations under the hedging policies that 
are in place this analysis shows that the group 
will be able to operate well within the level 
of its current committed borrowing facilities 
and banking covenants under all reasonably 
foreseeable scenarios as a consequence the 
directors have a reasonable expectation that 
the company and the group have adequate 
resources to continue in operational existence 
for the foreseeable future and the board has 
continued to adopt the going concern basis 
in preparing the group’s annual report  
accounts 2013
changes in accounting policies
the accounting policies adopted in the 
financial statements are consistent with those 
followed in the preparation of the group’s 
annual report  accounts 2012 except for the 
adoption of standards and interpretations that 
are effective for the current financial year 
these are highlighted in note 2 of the financial 
statements and do not have a material impact 
on the presentation of the group’s results
related party transactions
the group’s related party transactions are 
between the company and its subsidiaries 
and have been eliminated on consolidation
derek harding
group finance director
senior plc  annual report  accounts 2013 26
2013 performance continued the executive committee although not 
formally appointed as a committee of the 
board oversees the running of all senior 
group operations 
the purpose of the executive committee  
is to assist the group chief executive in 
the performance of his duties including
•	 the development and implementation 
of strategy operational plans policies 
procedures and budgets
•	 the monitoring of operating and financial 
performance
•	 the assessment and control of risk
•	 the prioritisation and allocation of 
resources and
•	 the monitoring of competitive forces 
in each area of operation
the committee is also responsible for 
the consideration of all other matters not 
specifically reserved for consideration by 
the board a report on the activities of the 
executive committee is provided to the 
board by the group chief executive at 
each board meeting
the committee is comprised of two 
members of the board mark rollins and 
derek harding together with launie 
fleming chief executive of aerospace 
fluid systems jerry goodwin chief 
executive of aerospace structures mike 
sheppard chief executive of flexonics 
peter woolfrey group head of business 
development and bindi foyle group 
financial controller simon nicholls the 
former group finance director sat on the 
executive committee until he resigned 
from the board in april 2014 to take up a 
new role biographies of the committee 
members are set out opposite bindi foyle 
also acts as secretary to this committee
health safety  environment  
“hse” committee
the hse committee is also not formally 
appointed as a committee of the board 
but officially oversees all health safety and 
environmental matters across the group
throughout 2013 the members of this 
committee were mark rollins chairman 
mike sheppard chief executive of 
flexonics jerry goodwin chief executive 
of aerospace structures launie fleming 
chief executive of aerospace fluid 
systems and james pomeroy group hse 
manager the committee met four times 
during the year
1 mark rollins
see biography on page 29 
2 derek harding
see biography on page 28
3 launie fleming
a us citizen he has worked for the group  
for around 15 years he joined the executive 
committee upon his appointment as chief 
executive of aerospace fluid systems in 
september 2008 prior to that appointment  
he had been chief executive of senior 
aerospace ssp
4 jerry goodwin 
a us citizen he joined the group in june  
2007 as the chief executive of senior 
aerospace amt he was appointed chief 
executive of aerospace structures in 
december 2010 prior to joining senior jerry 
served as vice president and general manager 
at c  d zodiac a composites aerospace 
manufacturing company
5 mike sheppard 
a us citizen he has worked for the group 
for 30 years and is the chief executive  
of flexonics a qualified engineer mike’s 
previous positions within the group  
included operational roles at the two  
largest flexonics businesses pathway  
and bartlett
6 bindi foyle
a chartered accountant she joined the group 
in 2006 as the group financial controller she 
is a member of the executive committee and 
acts as its secretary she also sits on the 
group’s treasury committee prior to joining 
senior she held a number of finance positions 
at amersham plc and ge healthcare
7 peter woolfrey
the group head of business development 
he joined the group in 2009 he has an 
engineering background with extensive 
international experience in the aerospace 
industry having worked for smiths 
aerospace and ge aviation in a number  
of business development roles
in early 2014 peter woolfrey is to take up  
a newly created divisional role in business 
development which will be on a parttime 
transitional basis leading up to his retirement
david beavan will become the group  
head of business development david joined 
the group in 2004 when he was appointed 
the chief executive of senior aerospace 
bwt prior to joining senior david had 
general management experience within 
automotive and commercial aircraft 1st  
tier supplier industries
approval
the strategic report from pages 1 to 27  
was approved by the board of directors on 
28 february 2014 and signed on its behalf by
mar k rollin s
group chief executive
7 
1 
3
5
2
4
6
 
27 senior plc  annual report  accounts 2013 wwwseniorplccom
strategic report governance financial statements additional information
executive committee charles berry  
chairman
appointment to the board charles berry 
was appointed to the board in march 2012 
and became nonexecutive chairman and 
chairman of the nominations committee 
on 27 april 2012
external appointments chairman of drax 
group plc and of the weir group plc
previous experience he was an executive 
director of scottish power plc from 1999 
to 2005 and chief executive of their uk 
operations between 2000 and 2005 
prior to joining scottish power he was group 
development director of norwest holst a 
subsidiary of compagnie general des eaux 
and held management positions within 
subsidiaries of pilkington plc he is a former 
nonexecutive director and chairman of eaga plc 
and thus group plc and a former nonexecutive 
director of impax environmental markets plc 
and securities trust of scotland plc
qualifications bsc hons in electrical 
engineering and msc in management
davi d best 
independent nonexecutive director
appointment to the board david best joined 
the board in may 2007 david is the chairman 
of the audit committee
previous experience 
he was formerly group finance director of 
xansa plc and worked in the united states  
for a number of years most recently with 
lockheed martin
qualifications chartered accountant 
and certified public accountant usa
 david best is to retire from the board in april 2014
celia ba xter 
independent nonexecutive director
appointment to the board celia baxter 
joined the board on 2 september 2013 she 
became chair of the remuneration committee 
in december 2013 when ian much retired from 
the board 
external appointments she is the director 
of group hr of bunzl plc
previous experience her early hr career was 
with ford motor company and kpmg she has 
held executive hr positions with hays plc 
enterprise oil plc and tate  lyle plc
qualifications doctor of philosophy phd 
and member of chartered institute of 
personnel  development
giles kerr 
independent nonexecutive director
appointment to the board giles kerr joined 
the board on 2 september 2013 giles will 
become chairman of the audit committee 
when david best retires in april 2014
external appointments he is director of 
finance of oxford university and is a non
executive director of btg plc and victrex plc
previous experience giles held a number of 
positions with amersham plc within finance 
and corporate development culminating in 
his role as group finance director he was 
formerly a partner with arthur andersen  co
qualifications ba hons in economics 
and a chartered accountant
ian much joined the board in 2005 and 
retired from it on 5 december 2013 he was 
an independent nonexecutive director of 
the company during that period
dere k h ar din g  
group finance director
appointment to the board derek harding 
joined the board on 2 september 2013
previous experience he joined senior from 
wolseley plc where he had worked for 11 years 
most recently as finance director of wolseley 
uk prior to this he undertook a number of 
group roles including director of group strategy 
 investor relations and head of mergers 
 acquisitions he qualified as a chartered 
accountant with pricewaterhousecoopers 
in 1998 following which he fulfilled audit 
and transaction services roles in the uk 
and usa before joining wolseley in 2002
qualifications bsc hons in banking  
finance and a chartered accountant
simon nicholls joined the board in 2008 
when he was appointed group finance 
director he left senior at the end of april 
2013 to become chief financial officer 
of cobham plc
senior p lc  annual report  accounts 2013 28
boar d of d ire ctors mar k r ollins 
group chief executive
appointment to the board mark rollins 
became group finance director in 2000 when 
he joined the board he became group chief 
executive in march 2008 
external appointments nonexecutive 
director of the vitec group plc
previous experience he joined the group 
in 1998 from morgan crucible plc he was 
formerly a nonexecutive director of 
wsp group plc
qualifications beng hons in 
civil  structural engineering and 
a chartered accountant
boar d an d co mmittee m e mbershi p
membership and the attendance record of the main board and its committees is shown in the 
table below
main board
audit 
c ommittee
n ominations
 c ommittee
remuneration
 c ommittee
c hair charles berry david best charles berry
ian much
celia baxter
total number of meetings 9 3 3 6
charles berry 99 – 33 66
celia baxter
1
33 11 11 11
david best 99 33 33 66
andy hamment 99 33 33 66
derek harding
2
33 – – –
giles kerr
3
33 11 11 11
ian much
4
89 33 33 66
simon nicholls
5
33 – – –
mark rollins 99 – – –
mark e vernon 89 – 23 56
1  
celia baxter – appointed a nonexecutive director on 2 september 2013 and became chair of the remuneration 
committee on 5 december 2013 following the retirement of ian much
2
   derek harding – appointed as group finance director on 2 september 2013 to replace simon nicholls
3
  giles kerr – appointed a nonexecutive director on 2 september 2013 will become chairman  
of the audit committee upon david best’s retirement from the group in april 2014
4
  ian much – senior independent nonexecutive director until he retired from the board on 5 december 2013 
5
 simon nicholls – group finance director until he left the board on 30 april 2013
mar k e  v ernon  
independent nonexecutive director
appointment to the board mark e vernon 
joined the board in april 2011 
external appointments he is a director 
of liqtech international inc
previous experience he was the group chief 
executive of spiraxsarco engineering plc until 
his retirement in january 2014 he has had a 
long career in the industrial engineering industry 
serving previously as group vicepresident of 
flowserve’s flow control business unit group 
vicepresident of durco international and 
president of valtek international a global 
controls business 
qualifications bsc in chemistry 
a n dy h a mment  
senior independent nonexecutive director
appointment to the board andy hamment 
joined the board in april 2011 in december 
2013 he became the senior independent 
director when ian much retired from 
the board 
external appointments he is a non
executive director of chemring group plc
previous experience he was formerly group 
marketing director of ultra electronics plc he 
has worked in the aerospace and defence 
industry for most of his career mainly in 
business development and management roles 
he joined dowty in 1988 as managing director 
of the controls business and participated in 
the management buyout that created 
ultra electronics
qualifications ba hons in economics
a n drew bo denha m  
group company secretary
andrew bodenham joined as group 
company secretary in 2002 he acts as 
secretary to the senior plc board and its 
committees and also sits on the group’s 
treasury committee
qualifications llb hons and 
a chartered secretary
strategic report governance financial statements additional information
29 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom the directors present their report and 
supplementary reports together with the 
audited financial statements for the year 
ended 31 december 2013
ac tivities an d business r eview senior plc is a holding company the nature 
of the group’s operations and its principal 
activities are set out in the strategic report 
on pages 1 to 27 its principal group 
undertakings are shown on page 105 the 
strategic report includes details of the 
market overview key growth drivers our 
business model strategic objectives risk 
and uncertainties key performance indicators 
and a summary of 2013 performance
ac quisitions an d disp osals on 8 february 2013 senior acquired 100 of 
the issued share capital of atlas composites 
limited together with its holding company 
on 29 november 2013 senior acquired 
100 of the issued share capital of thermal 
engineering limited together with its holding 
company for a total consideration of £283m 
less cash acquired of £02m further details of 
these businesses are given on pages 8 and 95
r esults and divi dends the results for the year are shown in the 
consolidated income statement on page 60
an interim dividend of 152 pence per share 
2012 – 138 pence has already been paid and 
the directors recommend a final dividend of 
360 pence per share 2012 – 327 pence the 
final dividend if approved will be payable on 
30 may 2014 to shareholders on the register 
at the close of business on 2 may 2014 this 
would bring the total dividend for the year to 
512 pence per share 2012 – 465 pence
s hare ca pital
the company has one class of ordinary 
shares which carries no right to a fixed 
income each share carries the right to vote at 
general meetings of the company changes 
in the company’s issued share capital during 
2013 were
shares in issue at 1 january 2013 413851869
senior plc longterm incentive plan 2039740
senior plc savingsrelated  
share option plan 42422
shares in issue at  
31 december 2013 415934031
further share capital details are given in 
note 26
details of employee share plans are set out 
on pages 98 to 100
there are no specific restrictions on the size of 
a holding nor on the transfer of shares which 
are both governed by the general provisions 
of the company’s articles of association and 
prevailing legislation the directors are not 
aware of any agreements between holders 
of the company’s shares that may result in 
restrictions on the transfer of securities or 
on voting rights no person has any special 
rights of control over the company’s share 
capital and all issued shares are fully paid 
with regard to the appointment and 
replacement of directors the company is 
governed by its articles of association the uk 
corporate governance code the companies 
act 2006 and related legislation the articles 
may be amended by special resolution of the 
shareholders the powers of directors are 
described in the matters reserved for the plc 
board which may be found on the company’s 
website each year shareholder approval is 
sought to renew the board’s authority to allot 
relevant securities 
there are also a number of other agreements 
that take effect alter or terminate upon a 
change of control of the company such as 
commercial contracts bank loan agreements 
property lease arrangements and employees’ 
share plans none of these are considered  
to be significant in terms of their likely impact 
on the business of the group as a whole 
furthermore the directors are not aware of 
any agreements between the company and  
its directors or employees that provide for 
compensation for loss of office or employment 
that occurs because of a takeover bid 
f inanc ial instru ments note 21 contains disclosures on 
financial instruments
dire ctors details of the directors who served throughout 
the year can be found on pages 28 and 29 
the directors’ interests in the shares of the 
company are included in the directors’ 
remuneration report on page 53 none of the 
directors has any interest in contracts with the 
company or its subsidiary undertakings
the provisions of the uk corporate 
governance code require that all directors of 
ftse 350 companies should be subject to 
annual election by shareholders charles berry 
andy hamment mark rollins and mark e 
vernon will all stand for reelection at the 
annual general meeting the “agm” in 
april 2014 celia baxter derek harding and 
giles kerr were all appointed to the board in 
september 2013 and offer themselves for 
election at the agm
boar d diversity the board remains committed to diversity 
previously having an aspirational goal of 15 
female board representation by the end of 
2013 the appointment of celia baxter to the 
board means this goal was broadly met the 
engineering sector suffers from a shortage  
of female personnel and as a result it can be 
hard to find appropiate candidates it should be 
noted that senior takes into account all aspects 
of a potential candidate not just diversity
dire ctors’ i n de mnities qualifying thirdparty indemnity provisions for 
the benefit of the directors were renewed by 
the company during the year and remain in 
force at the date of this report
r esearc h an d developm ent in 2013 the group incurred £129m 
2012 – £128m on research and development 
before recoveries from customers of £31m 
2012 – £13m product development and 
improving manufacturing techniques represent 
the primary focus of the group’s research and 
development activities
politic al donations no political donations were made during 
the year
senior p lc  annual report  accounts 2013 30
re port of the dire ctors so far as is known no other shareholder had a 
notifiable interest amounting to 3 or more of 
the issued 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
co mplian ce with the u k cor porate 
governanc e co de the statements of compliance with the 
provisions of the uk corporate governance 
code issued by the financial reporting council 
are set out on page 32
dire ctors’ r e muneration r e port an d poli cy the company’s policy on executive directors’ 
remuneration is set out in the directors’ 
remuneration report on pages 40 to 55 the  
annual report on remuneration is to be put  
to shareholder vote at the forthcoming agm
the directors’ remuneration policy is also to 
be put to shareholder vote at the forthcoming 
agm the remuneration policy is set out on 
pages 41 to 46
annual general meetin g
the notice of meeting describes the business 
to be considered at the agm to be held 
at 1130 am on friday 25 april 2014 at 
watersmeet high street rickmansworth 
wd3 1eh 
ac quisition of the co mpany’s 
own shares the company purchased no ordinary shares  
of 10p each in the capital of the company 
during the year at the end of the year the 
directors had authority under the shareholders’ 
resolutions dated 26 april 2013 to make 
market purchases of the company’s shares 
up to an aggregate nominal amount of 
£41m which represented approximately 10 
of the issued share capital of the company 
a resolution to renew this authority will be 
proposed at the forthcoming agm
a u ditor
each of the persons who is a director of  
the company at the date of approval of this 
annual report confirms that
•	 so far as the director is aware there is  
no relevant audit information of which 
the company’s auditor is unaware and 
•	 the director has taken all steps that heshe  
ought to have taken as a director in order  
to make himselfherself aware of any 
relevant audit information and to establish 
that the company’s auditor is aware of  
that information
this information is given and should be 
interpreted in accordance with the provisions  
of section 418 of the companies act 2006
resolutions to reappoint deloitte llp as  
the company’s auditor and to authorise the 
directors to set the auditor’s remuneration  
will be proposed at the forthcoming agm
by order of the board
a n drew bo denha m
group company secretary
28 february 2014
emp loyees the group promotes the dissemination of 
relevant information so that employees are 
kept regularly advised of group and local 
operation developments where appropriate 
local briefing sessions are held concerning 
such matters as health and safety pension 
plans and healthcare benefits
poli cy on pay ment of cre ditors the group’s policy is to set the terms of 
payment with its suppliers when agreeing 
the terms of each transaction and to seek to 
adhere to those terms in 2013 the company 
signed up to the uk prompt payment code 
which promotes the fair treatment of suppliers 
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 yearend was 18 days 
2012 – 12 days payment terms adhered to 
by the company are typically in the range of 
30 to 45 days
greenhouse g as e missions the group has followed 2013 uk government 
reporting guidance on greenhouse gas 
emissions details of the group’s emissions 
can by found on page 17
major sharehol din gs the company had been notified that  
the following shareholders were interested  
in 3 or more of the issued share capital  
of the company
120214

311213

blackrock investment 
management 1405 1452
henderson global 
investors 744 744
legal  general 
investment management 498 509
scottish widows 
investment partnership 432 432
schroder investment 
management 379 384
kames capital 352 352
old mutual asset managed 332 335
strategic report governance financial statements additional information
31 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom chair man’s l etter i am pleased to present the group’s 
corporate governance report for 2013  
on behalf of the board this report is 
intended to provide shareholders with a 
clear and meaningful explanation of what 
governance means to the board and how 
this guides its decisionmaking process 
good corporate governance is taken 
seriously across the group the board  
sets the tone and takes the lead on all 
governance matters
i am pleased to confirm that the board 
reviewed the requirements of the uk 
corporate governance code in 2013 and  
i confirm that the company complies  
and will continue to comply with it a more 
detailed report is set out on pages 32 to 34
charles berry chairman
se ction a  l ea dership
the board is structured under a nonexecutive 
chairman and currently includes two executive 
directors and five independent nonexecutive 
directors who were selected for appointment 
because of their wide industrial and 
commercial experience one independent 
nonexecutive director is to retire from the 
board at the close of the 2014 agm as 
previously announced following a handover 
period the details are given on page 28
in addition there is an executive committee 
chaired by the group chief executive 
comprising the executive directors and  
other key executives within the group  
details of the members of the board  
and of the executive committee are  
summarised on pages 27 to 29
the directors consider that an effective board 
is in place which leads and controls the group 
with clear divisions of responsibility between 
the running of the board and the running of  
the group’s businesses 
the board is responsible for strategic decisions 
affecting the group including the setting of 
commercial strategy and the 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 nominations  
and health safety  environment “hse” 
committees the group chief executive 
together with the executive committee is 
responsible for the implementation of the 
decisions made by the board and for the 
daytoday conduct of the group’s operations 
the board meets formally on a regular basis  
nine times in 2013 in addition there were 
three meetings of the audit committee in 
2013 together with six meetings of the 
remuneration committee and three meetings  
of the nominations committee there was  
full attendance at every board meeting and 
committee of the board during the year  
with the exceptions noted on page 29 other 
committees are appointed by the board to deal 
with treasury matters and specific issues such 
as acquisitions and disposals
the minutes arising from all committee 
meetings are made available to the board 
procedures are in place to ensure that all 
directors are properly briefed so that decisions 
taken by the board are based on the fullest 
available information the nonexecutive 
directors are encouraged to visit the group’s 
operations to meet the local management 
teams and discuss any issues that they may 
face at every board meeting there are reviews 
of operational financial and administrative 
matters health safety and environmental 
performance is reviewed by the board on a 
regular basis social and ethical issues the 
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
se ction b e ffe ctiveness the company’s nominations committee  
leads the process for board appointments  
and supervises management development  
and succession planning it also makes 
recommendations to the board on all new 
board appointments and reappointments 
further details of which can be found on 
page 35 the committee which consists 
entirely of nonexecutive directors is chaired 
by charles berry and its composition is shown 
on page 28 its terms of reference may be 
found on the company’s website the board 
considers all nonexecutive directors of the 
company  to be independent having taken 
into account  a list of relationships and 
circumstances  that may appear relevant in 
determining independence in accordance 
with the corporate governance code
when appointing new directors the 
nominations committee is fully cognisant of 
the benefits of diversity the board’s policy on 
diversity is described on page 30
simon nicholls left the group at the end of 
april 2013 and derek harding succeeded him 
as group finance director in september 2013 
also in september 2013 celia baxter and giles 
kerr were appointed nonexecutive directors  
replacing ian much who retired from the board 
in december 2013 and david best who will 
step down from the board at the conclusion 
of the agm in april 2014 all three directors’ 
appointments were made in accordance with 
the company’s formal and rigorous board 
appointment procedures described above 
zygos partnership was the consultancy firm 
appointed to manage the recruitment process 
for the group finance director and korn ferry 
whitehead mann managed the recruitment of 
the two new nonexecutive directors neither 
recruitment consultancy firm has any connection 
with the company a summary of the directors’ 
biographies appears on pages 28 and 29 all 
directors receive induction upon joining the 
board and are encouraged to update their 
knowledge and skills on a regular basis
cor porate g overnan ce re port this corporate governance report describes 
the manner in which the company has 
applied the main principles of the uk 
corporate governance code “the corporate 
governance code”
s tate ment of co mplian ce with the 
cor porate governan ce co de the company has been in compliance with  
the principles set out in sections a to e of  
the corporate governance code throughout 
the year
app lic ation of the princ ip les of the 
cor porate governan ce co de the principles of good corporate governance 
are detailed in the corporate governance code 
under five areas these principles have each 
been reviewed by the directors and are 
commented upon as follows
senior p lc  annual report  accounts 2013 32
cor porate g overnan ce re port  to enable the members of the board and its 
committees to discharge their duties 
effectively the group company secretary 
seeks to ensure that all relevant information  
is provided to the directors in a timely manner 
in advance of meetings
following a formal review of the board and its 
committees by independent audit limited in 
2012 the board undertook a selfassessment 
exercise in 2013 guided by independent audit 
limited the review’s findings showed that the 
board operated effectively throughout the 
period and made some suggestions for its 
future development the findings will be used 
to help support the development of the board 
as the group continues with its strategy to 
grow profitability both organically and by 
acquisition independent audit limited has  
no other connection with the company
in addition the chairman undertook a review  
of the performance of individual directors  
this process involved oneonone appraisal 
interviews the results of the evaluation 
process are used to improve board 
performance and to determine the training 
needs of the directors ian much in 
consultation with the directors undertook  
an evaluation of the chairman’s performance 
and concluded that charles berry provided 
effective leadership of the board based on the 
results of the performance evaluation process 
the chairman considers that all members  
of the board the board collectively and its 
committees continue to contribute effectively 
to the running of the company
in compliance with the corporate governance 
code all directors offered themselves for 
reelection at the company’s agm 2013 at 
the forthcoming agm all directors will again 
offer themselves for election or reelection 
with the exception of david best who is to 
retire from the board at the conclusion of 
the meeting
se ction c acc ounta bility 
the board determines the nature and extent  
of the significant actions necessary to achieve 
its strategic objectives and maintains a sound 
system of internal control the company’s 
audit committee reports to and for certain 
matters advises the board of directors  
the audit committee report on pages 36 to 
39 describes the role and activities of the audit 
committee together with the significant 
issues that it considered in relation to the 2013 
financial statements and its relationship with 
the internal and external auditor 
an explanation of how the board assessed  
the effectiveness of the external audit process 
the approach taken to reappoint the external 
auditor and the company’s policy on the 
tendering of the external audit are to be  
found on pages 38 and 39
c ommunicating the c ode 
senior trains its employees on the 
requirements of its code of business conduct 
upon induction educating them what they can 
and cannot do and how to address any ethical 
dilemmas they may face the code is reissued 
periodically to remind employees of the 
required level of conduct the group’s ethical 
procedures and code of business conduct 
the “code” were reviewed in the light of the 
uk bribery act 2010 and antibribery training 
was rolled out across the group in 2012 
this training is now routinely operated on 
an ongoing basis to new employees and 
as a refresher course to existing employees 
as and when appropriate
the board verifies compliance with the code 
through its internal audit programme ensuring 
that employees have received the mandatory 
training and its businesses operate with 
integrity at all times and in compliance with 
the code 
o perating with integrity
operating with integrity and in an ethical 
manner builds trust with customers and other 
stakeholders and underpins the board’s 
strategic objectives
human rights
the group recognises the importance of the 
universal declaration of human rights 
“udhr” and adheres to the core principles 
and values defined within it the majority of 
countries in which senior operates have their 
own laws banning child labour and promoting 
human rights we monitor the age of our 
workforce across the world to ensure 
compliance and identify any potential 
succession issues
senior does not restrict any of its employees in 
any of the countries in which it operates from 
joining a trade union if they wish to do so 
senior also works closely with its suppliers to 
ensure that they at least meet internationally 
recognised minimum requirements 
for workers’ welfare and conditions 
of employment
r eporting and investigating concerns 
and whistleblowing
the company encourages group employees 
to discuss any ethical concerns that they  
may have with local management in addition 
employees are able to report any illegal and 
unethical concerns confidentially and 
anonymously within the group 
as part of its internal control procedures  
the company has a whistleblowing policy 
that is communicated throughout the group 
this policy provides employees with the 
opportunity to report unethical or illegal 
corporate conduct andy hamment is the 
company’s senior independent director 
succeeding ian much who retired from  
the board in december 2013 his position 
provides employees with an alternative 
channel of communication to resolve issues  
if they have a concern that the chairman 
group chief executive or group finance 
director have failed to resolve or where  
such contact is not appropriate 
all reports are independently investigated  
and tracked from inception to resolution and 
where necessary actions are taken to rectify 
any weakness in systems that may have been 
identified these actions and the overall 
integrity of the reporting system are subject 
to regular scrutiny by the audit committee 
this process is also available to third parties 
such as suppliers and customers subject to 
confidentiality considerations the outcome  
of each investigation is provided in so far  
as is possible to the complainant
managing external sales agents
the board recognises the potential bribery  
and corruption risks posed by the markets in 
which the group operates and in particular  
the use of thirdparty intermediaries it 
engages all external sales agents working  
on behalf of senior across the globe are being 
required to operate in compliance with the 
supplier code of business conduct local 
management conducts a due diligence and 
risk assessment process prior to engaging  
or reappointing any sales agent and issues 
them with the code ensuring that they 
understand acknowledge and accept its 
requirements in 2013 the board updated  
the supplier code of business conduct and 
improved the guidance it provided to  
the group’s operations giving detailed 
information on how they should conduct  
due diligence and risk assess sales agents
managing gifts and hospitality
the board recognises that gifts and 
hospitality have the potential to create  
a conflict of interest or the perception of  
a conflict of interest as a result there is  
a group policy restricting the receiving and 
giving of gifts and hospitality from and to 
third parties this policy requires that all gifts 
and hospitality must be recorded the head 
of internal audit assesses compliance with 
the group’s gifts and hospitality policy  
during audit visits
strategic report governance financial statements additional information
33 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom finance director undertake a series of meetings 
with the company’s major shareholders 
following the announcement of the preliminary 
fullyear and interim results to discuss both the 
board’s strategic objectives and the detailed 
performance of the business during 2013 
the company’s nonexecutive chairman also 
attended the preliminary fullyear and interim 
results announcements made to analysts in 
march and august respectively no major 
shareholder requested a meeting with any of 
the nonexecutive directors during the year 
the senior independent director is also available 
to attend meetings with major shareholders 
upon request so providing an alternative 
channel of communication between the 
company and its shareholders
the company makes constructive use of 
its agms to communicate with its private 
shareholders a presentation on the company’s 
annual performance is given following 
completion of the formal business at each 
agm and a copy of the presentation together 
with other investor relations material is 
available on the company’s website
improvements for 2014
in 2014 the board will continue with the 
measures already established ensuring that 
all employees and sales agents understand the 
code of business conduct and supplier code 
of business conduct as appropriate and 
comply with it and ensuring that all ethical 
concerns raised are thoroughly investigated 
the board will also give increased focus to 
this area by strengthening internal audits 
on compliance with these codes ensuring 
that the training and awareness of employees 
is fully effective and that the code has been 
issued and acknowledged by all sales agents
se ction d r e muneration
the directors’ remuneration report on 
pages 40 to 55 describes the board’s approach 
to remuneration matters
se ction e  r elations with sharehol ders the company maintains regular contact  
with its institutional shareholders and consulted 
with its major shareholders during 2013 when 
formulating its remuneration policy twice  
a year the group chief executive and group 
pro xy votin g for the a gm 2013 resolutions 
resolution
number resolution
number 
of votes
for
number 
of votes
 against
number 
of votes
 discretionary abstentions
total 
votes cast
 including
 withheld
1 to receive annual report  financial statements 2012 301926756 6000 230813 4172793 306336362
2 to approve directors’ remuneration report 2012 299801288 1208046 239034 5087994 306336362
3 to declare final 2012 dividend 306092957 1500 239105 2800 306336362
4 to reelect charles berry 305459854 627995 237613 10900 306336362
5 to reelect andy hamment 305320464 773285 232213 10400 306336362
6 to reelect mark vernon 305894581 200064 231317 10400 306336362
7 to reelect david best 305294964 773285 232213 35900 306336362
8 to reelect ian much 300920871 975085 232213 4208193 306336362
9 to reelect mark rollins 306037590 22400 240972 35400 306336362
10 to reappoint deloitte llp as auditor 299357861 2057525 264739 4656237 306336362
11 to determine the auditor’s remuneration 303791226 1640843 253477 650816 306336362
12 general power to allot shares 303601235 2278181 233215 223731 306336362
13 general power to disapply preemption rights 305210452 834619 235205 56086 306336362
14 to renew the share buyback authority 305741209 150225 237650 207278 306336362
15 to retain 14 day notice period 296822390 9202868 237624 73480 306336362
the total issued share capital of the company 
as at 1 march 2013 the date of the notice of 
meeting for the 2013 agm was 4159 million 
ordinary shares of 10p each the total number 
of proxy votes received for the agm 2013 
represented approximately 7373 
2012 – 7547 of the issued share capital 
of the company 
all resolutions put to shareholders at the 
agm 2013 were passed on a poll details  
of the proxy voting received by the company 
for the agm 2013 resolutions are set out in  
the table below
details of the proxy voting received by the 
company for the agm 2014 resolutions will  
be made available on the company’s website 
following the close of the meeting
charles berry chairman
28 february 2014
senior p lc  annual report  accounts 2013 34
cor porate g overnan ce re port continued the nominations committee is chaired by 
myself and comprised of all the nonexecutive 
directors the committee attendance record 
is shown on page 29
the committee is tasked with administering 
the process for appointments debating 
succession planning regularly reviewing such 
processes and overseeing the composition of 
the board the nominations committee’s full 
terms of reference can be found on the 
company’s website 
the nominations committee enlists external 
consultancy firms to assist in the appointment 
of directors to the board the company 
provides the appointed consultancy firm with a 
role description the required skills and personal 
attributes to be considered the consultancy 
firm then filters a list of candidates down to a 
number of those that it feels meet the skills 
and attributes required the consultancy firm 
then conducts preliminary interviews with the 
selected candidates then referring them to 
senior for interview together with a written 
analysis on each candidate candidates are 
interviewed by a number of members of the 
board with the final recruitment decision 
being taken by the board as a whole
following the appointment of a director a 
full induction programme is provided by the 
company within the induction process areas 
such as financial forecasts group strategy and 
philosophy are explained together with other 
relevant topics visits to the group’s operations 
are also undertaken this involves the new 
director meeting local management teams 
and learning about the key issues faced by 
each operation
the nominations committee and the board 
has regard to lord davies’ review into women 
on boards february 2011 and this has been 
reflected in the appointment of celia baxter to 
the board the board is dedicated to promoting 
diversity and equality throughout the group 
regardless of geography or position
the nominations committee met three times 
in 2013 and a particular focus of its efforts 
was the appointment of a new group finance 
director and the recruitment of two new 
nonexecutive directors
app oint ment of grou p f inan ce dire ctor simon nicholls senior’s former group finance 
director tendered his resignation in november 
2012 having been invited to take up a similar 
role at cobham plc it was agreed that he 
would leave senior after the conclusion of 
the company’s agm held on 26 april 2013 
a comprehensive recruitment process was 
undertaken with the support of the zygos 
partnership based on a detailed candidate 
and person specification 
the committee after taking into account all 
relevant factors concerning the candidates 
presented recommended to the board that 
derek harding be appointed as group finance 
director derek is a chartered accountant 
having qualified with pricewaterhousecoopers 
in 1998 and had most recently worked as 
finance director of wolseley uk a £17bn 
revenue business prior to this he had 
undertaken a number of roles within wolseley 
including director of group strategy  investor 
relations and head of mergers  acquisitions 
the board agreed the committee’s 
recommendation and derek harding accepted 
the offer of employment in march 2013 to 
commence on 2 september 2013 when he 
was appointed to the board
app ointm ent of none xe cutive dire ctors having served as a nonexecutive director 
since december 2005 ian much retired from 
the board in december 2013 david best also 
notified the company of his intention to retire 
from the board at the conclusion of the 2014 
agm having served as a nonexecutive 
director since may 2007 
as their replacements the company announced 
on 29 july 2013 the appointments of celia 
baxter and giles kerr as nonexecutive 
directors with effect from 2 september 2013 
celia baxter is the director of group hr of 
bunzl plc her early hr career was with ford 
motor company and kpmg she has held 
executive hr positions with hays plc 
enterprise oil plc and tate  lyle plc giles 
kerr is director of finance of oxford university 
he is a nonexecutive director of btg plc and 
victrex plc giles held a number of positions 
with amersham plc within finance and 
corporate development culminating in his role 
as group finance director he was formerly  
a partner with arthur andersen  co senior 
was supported in the recruitment process for 
celia baxter and giles kerr by korn ferry 
whitehead mann
i am very pleased to welcome derek harding 
celia baxter and giles kerr to senior derek’s 
time at wolseley plc makes him an invaluable 
asset to the group and his range of experience 
will be utilised here at senior celia brings 
experience and competencies from her 
executive career in hr which will be of great 
value to senior celia replaced ian much as 
chair of the remuneration committee upon 
his retirement from the board in december 
2013 giles’ industry and financial experience 
make him an ideal addition to the board and a 
suitably skilled chair of the audit committee  
to replace david best when he retires from  
the board at the conclusion of the 2014 agm
i would like to take this opportunity to thank 
simon ian and david for their guidance and 
strong contributions to the group’s success 
during their time as directors of senior
charles berry chairman of the nominations committee 
28 february 2014 
dere k h ar din g celia ba xter giles kerr strategic report governance financial statements additional information
35 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom
n o minations co mmittee re port dear s harehol der the audit committee has been established by 
the board and consists entirely of independent 
nonexecutive directors the primary role of 
the audit committee is to maintain the integrity 
of the financial reporting of the group and to 
ensure appropriate risk management and 
internal control procedures to enable the 
audit committee to fulfil this role its main 
responsibilities include
•	 considering and making recommendations 
to the board and ultimately shareholders for 
approval of the appointment of the external 
auditor the audit fee initiating tender 
processes in accordance with regulatory 
requirements and any questions relating 
to the resignation or dismissal of the 
external auditor
•	 assessing annually the independence and 
objectivity of the external auditor its 
compliance with regulatory requirements 
and authorising the provision if any of 
nonaudit services
•	 monitoring the integrity of the halfyear  
and annual accounts and related formal 
company announcements and reviewing 
significant financial reporting judgements 
contained within them before their 
submission to the board
•	 discussing with the external auditor issues 
and reservations if any arising from the 
interim review and final audit and any other 
matters the external auditor may raise
•	 reviewing and approving the terms of the 
management representation letter 
addressed to the external auditor
•	 reviewing the effectiveness of the internal 
audit function considering the major findings 
of internal audit activities and management’s 
response ensuring coordination between 
the head of internal audit and the external 
auditor and ensuring that the internal audit 
function is adequately resourced and has 
appropriate standing within the group
•	 reviewing the effectiveness of the group’s 
internal controls and risk management 
systems ensuring that the process is active 
and dynamic 
•	 understanding the strategy at both group 
and operational levels to ensure that 
business risks and other relevant issues are 
effectively identified and communicated to 
the board 
•	 reviewing the group’s whistleblowing 
policy to ensure that appropriate procedures 
are in place for employees to raise in 
confidence any concerns that they may 
have relating to suspected malpractice 
illegal acts omissions or other unethical 
corporate conduct regarding financial or 
other matters and ensuring that 
arrangements are in place for investigation 
of such matters and followup action and
•	 considering any other topics specifically 
delegated to the committee by the board 
from time to time
the audit committee is required to report its 
findings to the board identifying any matters 
which it considers that action or improvement 
is needed and to make recommendations as 
to the steps taken
co mposition of the au dit co mmittee member appointment date
david best  
committee chairman 1 may 2007 
celia baxter 2 september 2013 
andy hamment 8 april 2011
giles kerr 2 september 2013 
ian much 21 december 2005 
retired from the 
audit committee on  
5 december 2013
there was full attendance at each of the 
three meetings of the audit committee held 
in 2013 subject to the appointment dates 
shown above two members constitute a 
quorum for the audit committee the group 
company secretary acts as secretary to 
the audit committee 
david best is to retire from the board at the 
conclusion of the agm 2014 at which point 
giles kerr will be appointed chairman of the 
audit committee succession planning for this 
transfer commenced in early 2013 culminating 
in the appointment of giles kerr in september 
2013 as a nonexecutive director
collectively the members of the audit 
committee have significant commercial and 
financial experience at a senior management 
level both david best and giles kerr have the 
recent and relevant financial experience 
required by the uk corporate governance 
code to chair the audit committee for details 
of the qualifications of members of the audit 
committee please refer to the board directors’ 
biographies shown on pages 28 and 29
a u dit co mmittee’s t er ms of r eferen ce the board expects the audit committee 
to have an understanding of
•	 the principles contents and 
developments in financial reporting 
including the applicable accounting 
standards and statements of 
recommended practice
•	 the key aspects of the group’s 
operations including corporate policies 
its products and services group 
financing and systems of 
internal control
•	 the matters that could influence or 
distort the presentation of accounts 
and key figures
•	 the principles of and developments in 
company law sectorspecific laws and 
other relevant corporate legislation
•	 the roles of internal and external auditing 
and risk management and
•	 the regulatory framework for the group’s 
businesses
the full terms of reference of the audit 
committee may be found on the company’s 
website or may be obtained from the group 
company secretary
the audit committee normally invites the 
nonexecutive chairman group chief 
executive group finance director group 
financial controller head of internal audit and 
senior representatives of the external audit firm 
to attend its meetings although it reserves the 
right to request any of these individuals to 
withdraw from any meeting
the audit committee also holds separate 
discussions with the head of internal audit 
and external auditor without executive 
management being present in addition 
the chairman of the audit committee holds 
separate meetings with the internal and 
external auditor during the course of the 
year to discuss both routine and business 
relevant matters 
during 2013 the audit committee’s terms 
of reference were updated as required by 
the uk corporate governance code to enable 
the audit committee to advise the board on 
whether it believes that taken as a whole the 
annual report  accounts is fair balanced and 
understandable and provides the information 
necessary for shareholders to assess the 
company’s business model and strategy
senior p lc  annual report  accounts 2013 36
au dit c o mmittee re port ac tivities of the a u dit co mmittee 
the audit committee met on 14 february 2013 to consider the 2012 yearend report and during the subsequent 12 months conducted the 
following business on the meeting dates indicated below
meeting date 18 july 2013 24 o ctober 2013 21 february 2014
standing 
items
•	considered the external auditor’s 
interim review for the halfyear 
ended 30 june 2013
•	reviewed and approved the terms 
of the management representation 
letter addressed to the external 
auditor
•	reviewed key accounting 
judgements 
•	discussed the group’s preliminary 
announcement and the interim 
report 2013 together with the 
slides for the analysts’ presentation 
on the group’s interim results 
•	reviewed and agreed the going 
concern basis to be adopted for the 
2013 interim report and accounts 
and
•	received and considered an internal 
audit activity report which provided 
an update on ongoing matters under 
review by the head of internal audit 
and the audit committee
•	discussed and approved the 
external auditor’s audit planning 
report including the scope of work 
audit approach and fees for the  
2013 audit
•	considered potential areas requiring 
key accounting judgments
•	considered the appropriate level of 
materiality and noted the implication 
of applying different levels of 
materiality the audit committee 
agreed to maintain the level at 75 
of adjusted profit before tax
•	received an update from the 
external auditor on accounting 
reporting and governance 
developments
•	received and considered a further 
update from the head of internal 
audit noting the progress made 
during the year and agreed the 
operations’ activities that would 
be the key focus for review in the 
coming months
•	undertook a performance evaluation 
of the audit committee
•	carried out an appraisal exercise on 
the effectiveness of the external 
audit process
•	reviewed and updated the audit 
committee terms of reference and
•	approved an updated group 
whistleblowing procedure
•	reviewed and accepted the report to the audit 
committee on the 2013 audit made by the 
external auditor
•	reviewed and approved the terms of the 
management representation letter addressed to 
the external auditor
•	reviewed key accounting judgements including 
consideration of those significant issues outlined 
on page 38
•	considered the materiality of any unadjusted 
audit findings
•	reviewed and discussed the group’s preliminary 
announcement and the annual report and 
accounts 2013 and the slides for the analysts’ 
presentation on the group’s 2013 results
•	reviewed and agreed the going concern basis to 
be adopted for the 2013 accounts
•	approved the audit committee report for 2013
•	reviewed the effectiveness of the group’s risk 
management and internal control systems and 
disclosures made in the annual report 2013
•	reviewed the notice of meeting for the 2014 
annual general meeting and the 2014 annual 
general meeting proxy form
•	received and considered a report presented by 
the head of internal audit which included the 
proposed 2014 internal audit plan and approved 
the group internal audit charter
•	reviewed the status of the business 
continuity plans and it risk assessments 
against group policy
•	received an update on the progress of the 
group’s antibribery training programme
•	approved the scope of the external auditor’s 2014 
interim review
•	considered the retendering of external audit 
services which is discussed in detail on page 39 and
•	held separate private meetings with the external 
auditor and the head of internal audit without 
executive management being present
special items •	discussed the financial performance 
of capo industries in order to assess 
executive management’s proposal 
for an impairment of goodwill this is 
detailed further on page 38 overleaf
•	received an update on the audit 
partner rotation process and
•	received and considered a report on 
the impact of revisions to the uk 
corporate governance code
•	discussed the financial performance of capo 
industries and its ongoing consolidation with 
another of the group’s operations to consider 
executive management’s assertion that a further 
impairment of goodwill was not required at the 
point of consolidation this is detailed further on 
page 38 overleaf
strategic report governance financial statements additional information
37 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom s i gnifi cant ris ks consi dere d by the a u dit co mmittee 
significant risks considered by the c ommittee how the risk was addressed by the c ommittee
goodwill impairment
the carrying value of goodwill relies on assumptions and judgements 
made by executive management 
executive management had posted a £127m impairment charge 
against capo industries goodwill in the first half of the year
management performed an annual impairment assessment for 
all operating businesses at 31 december 2013
the audit committee recognises the carrying value of goodwill as a key 
area of judgement and as such closely reviews executive management’s 
assumptions at both yearend and the halfyear 
during the first half of 2013 a number of key contracts were not 
awarded to capo industries such that at the half year management 
concluded that the position had changed sufficiently to warrant an 
impairment of the capo industries goodwill in the amount of £127m 
the audit committee discussed the updated assumptions with 
management and deloitte and concluded that the impairment was 
reasonable and justified
in november 2013 the decision was taken to merge capo industries 
with ketema in order to enhance the operational management of capo 
industries the committee agrees with management and the external 
auditor’s view that no further impairment was triggered at this time
following the annual impairment assessment of all the other operating 
businesses the audit committee was satisfied that no additional 
charge for impairment was required
acquisition accounting
the group acquired 100 of the issued share capital of thermal 
engineering holding limited “thermal” on 29 november 2013 for a 
cash consideration of £283m less cash acquired of £02m and including 
the repayment of £65m of debt in the business at acquisition
there is judgement in determining the valuation of the intangible assets 
and associated goodwill with the acquisition
the group recognised goodwill of £190m and intangible assets  
of £18m on the acquisition of thermal the audit committee held 
discussions with executive management regarding the procedures 
performed to fair value the assets and liabilities acquired
the external auditor provided the audit committee with details of the 
audit work performed to assess that the assets and liabilities acquired 
are held at fair value the audit committee was satisfied that the 
assumptions used were appropriate and that the assets and liabilities 
are valued at fair value
provisions
provisions or accruals are held where management considers there is an 
obligation payment is probable and the amount payable can be reliably 
estimated
provisions held by the group include but are not limited to
•	those held against inventory
•	central uk  us tax provisions
•	centrally held primarily warrantyrelated and
•	workers’ compensation
the audit committee considered the basis upon which management  
had made its accounting judgements to determine the level of provisions 
these were further discussed with the external auditor
the audit committee believes there are no reportable issues arising  
from these significant areas of judgement
ex ternal a u dit 
i n de pen den ce of the ex ternal a u ditor 
an d polic y on nonau dit servic es to fulfil its responsibility regarding the 
independence of the external auditor the audit 
committee reviewed
•	 a report from the external auditor describing 
the arrangements that had been made to 
identify report and manage any conflicts of 
interest and to maintain its independence 
•	 the overall extent of nonaudit services 
provided by the external auditor and
•	 the frc’s audit inspection unit public report 
on deloitte
the audit committee’s policy in respect of 
services provided by the external auditor is 
as follows
•	 the external auditor is invited to provide 
services which in its position as auditor it 
must or is best placed to undertake this 
includes formalities relating to borrowings 
shareholder and other circulars various 
other regulatory reports and certain work in 
respect of larger acquisitions and disposals
•	 the auditor may provide tax compliance and 
advice where it is best suited but otherwise 
such work is put out to tender and
•	 other services may not be provided where 
precluded by ethical standards or where 
the audit committee believes that it 
would compromise audit independence 
and objectivity
all proposed contracts for services to be 
provided by the auditor in excess of £25000 
require the audit committee’s approval
in 2012 the group had seen an increase in the 
level of nonaudit work undertaken by deloitte 
as a result of due diligence work on an aborted 
acquisition in 2013 the level of nonaudit fees 
returned to normal historical rates fees for 
each category of nonaudit work undertaken in 
the year are shown in the table below
tax compliance services
fees
£000
other tax advisory services 01
total nonaudit fees 01
nonaudit fees as a  of total audit fees 19
senior p lc  annual report  accounts 2013 38
au dit c o mmittee re port continued the audit committee considers that it was 
beneficial for the company to retain deloitte  
for this nonaudit work because of the firm’s 
expertise in this area and knowledge of the 
group the audit committee continues to 
closely monitor the nature and level of such 
nonaudit work in order to balance objectivity 
and value for money 
polic y on t en dering 
the committee notes that current frc 
transitional guidance and competition 
commission rules which will come into force 
from 1 october 2014 indicate that the company 
should tender the audit at the latest at the 
time of the next audit partner rotation currently 
scheduled for 2019 the committee also notes 
the latest eu proposals under which it is likely 
that audit firms in the uk will need to rotate 
every twenty years with a tender after ten 
years the company may put the audit out to 
tender at any time however for the reasons 
noted below it will not be tendered in 2014 and 
the matter will be reviewed on an annual basis
deloitte was appointed the company’s auditor 
in august 2000 its performance is reviewed 
annually by the audit committee in deciding 
not to put in place a tender process in 2013 and 
2014 the committee considered
•	 the deloitte audit partner gregory culshaw 
will be rotated off the audit on 25 april 2014 
and the new audit partner’s fiveyear term 
will end in 2019 in accordance with the 
frc’s ethics standard 3 revised 
•	 the change of the group finance director 
during the year 
•	 the upcoming change in the chair of the 
audit committee and 
•	 the audit committee’s assessment of 
the external auditor’s effectiveness 
and independence
a ssess ment of ex ternal a u dit 
e ffe ctiveness as in prior years the audit committee 
reviewed the effectiveness of the external 
auditor by assessing a range of key areas  
in 2013 the secretary presented the audit 
committee with a framework of questions  
to facilitate a debate and to assist the audit 
committee in assessing the level of auditor 
effectiveness the framework required audit 
committee members to consider which areas 
of performance needed future focus by the 
auditor the areas where the auditor was 
meeting expectations and those where 
the auditor was considered to have a 
special strength 
the audit committee discussed the audit 
partner and the team as a whole the audit 
planning approach and its execution the role  
of executive management in the audit process 
communications by the auditor to the audit 
committee and how it supported the work  
of the audit committee the audit committee 
also discussed what insights the auditor had 
provided and where it had added value to  
the overall audit process the committee 
concluded that the auditor had challenged  
the thinking of the company and the audit 
committee on a number of significant issues 
and maintained its independence 
feedback about the effectiveness of the audit 
process from the local management teams 
was also considered by the audit committee
following completion of the assessment 
process the audit committee concluded that  
it is satisfied with the effectiveness of the 
external auditor as a consequence the audit 
committee has recommended to the board 
that deloitte llp be reappointed as auditor 
in 2014
i nternal a u dit the audit committee is required to assist the 
board in fulfilling its responsibilities relating to 
the effectiveness resourcing and plans of the 
group internal audit function 
the group’s risk management and internal 
control procedures are reviewed by the group’s 
head of internal audit who has direct access 
to the chairman of the board and the audit 
committee respectively the group’s internal 
audit function is a key element of the group’s 
risk management system and it operates 
independently of the external auditor to 
enhance the audit services utilised by 
the company
in 2013 the audit committee discussed the 
resourcing of the internal audit function and the 
head of internal audit highlighted the context 
and background to the audit work undertaken 
during the year the head of internal audit 
received additional resource from the group’s 
central finance function from internal 
secondees and from an independent audit firm 
the head of internal audit provided to the 
audit committee reports on the progress 
made on delivering the 2013 internal audit plan 
the status of internal audit recommendations 
and a small number of additional risk and 
internal audit activities that had also been 
scheduled upon completion of the 2013 
internal audit plan 19 internal audit projects
reviews had been undertaken to support the 
business in improving the management of risk 
and internal control the audits were mostly 
focused on the group’s operations within 
the aerospace and flexonics divisions 
but also included corporate functions 
including treasury
the nonexecutive directors are actively 
encouraged to visit the group’s operating 
businesses unaccompanied by executive 
directors this enables them to meet the  
local management teams and employees and 
also undertake site tours to review matters 
including production methods health and 
safety and the status of internal audit findings 
in 2013 a total of 37 site visits were undertaken 
by the chairman and nonexecutive directors 
these visits by the nonexecutive directors  
are viewed by the audit committee as making 
a positive contribution to the internal 
control framework
in 2013 the audit committee also approved 
minor amendments to the group internal 
audit charter
conc lusion
as a result of its work during the year the audit 
committee has concluded that it has acted in 
accordance with its terms of reference at 
the meeting on 21 february 2014 the audit 
committee considered each section of and 
the annual report and accounts as a whole 
as proposed by the company it reached 
a conclusion and advised the board that it 
considered the annual report and accounts 
2013 to be fair balanced and understandable 
and that it provided the information necessary 
for shareholders to assess the company’s 
business model and strategy the chairman 
of the audit committee will be available at  
the 2014 agm to answer any questions  
about the work of the committee
app roval this report was approved by the audit 
committee and signed on its behalf by
davi d best chairman of the audit committee 
28 february 2014
 
strategic report governance financial statements additional information
39 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom dear shareholder
from 6 december 2013 i took over the 
responsibility of chairing the senior plc 
remuneration committee the “committee” 
from ian much who retired in december having 
contributed greatly to the committee over the 
last six years i am very grateful for the work 
that ian led during 2013 relating in particular to 
reviewing the executive remuneration policies 
and practices developing the remuneration 
policy for executive directors that will be 
operated from 2014 to 2017 formulating the 
proposals for a replacement longterm 
incentive plan ‘the 2014 plan’ and overseeing 
the composition of the remuneration package 
for the recruitment of derek harding 
group finance director
in accordance with the 2013 regulations 
resolutions inviting shareholders to approve 
the remuneration policy and this 
remuneration report will be put to the 
annual general meeting on 25 april 2014
the past few years have seen senior deliver 
robust performance against a background 
of mixed markets while the civil aerospace 
industry continues to grow strongly the 
markets for land vehicles have been more 
challenging particularly for passenger 
vehicles in western europe adjusted eps 
has increased by nearly 80 over the most 
recent five financial years and senior’s share 
price has grown by over 680 from the 
end of 2008 to the end of 2013 we believe 
that senior’s remuneration package for the 
executive directors has been supportive 
of this growth as it has incentivised 
management to deliver sustained earnings 
growth and strong cash flow performance
as preparation for the publication of the first 
remuneration report under the new bis 
regulations the committee conducted a 
detailed review of its remuneration policy 
for executive directors the conclusion 
of the review was that senior’s current 
remuneration policies have served the  
business well and only a small number  
of changes are being proposed to the  
existing remuneration practices 
we decided for administrative ease to 
bring forward proposals to replace the 2005 
longterm incentive plan ”2005 plan” which 
expires in april 2015 we therefore seek 
approval for a replacement longterm incentive 
plan at the same time as the company’s first 
binding vote on senior’s directors’ 
remuneration policy at the 2014 agm the 
2014 plan will be substantially the same as the 
2005 plan except for the following changes
•	 an amount equivalent to the dividends that 
would have accrued on vested shares during 
the vesting period will be paid to executives 
upon the vesting of the award in line with 
current investor thinking no dividend 
equivalent will be paid in respect of the 
period between vesting and exercise where 
awards are delivered as nil cost options
•	 consistent with current best practice 
the remuneration committee will have 
the power to claw back all or part of 
the awardspayments for three years 
following vesting in the event of material 
misstatement error or inaccurate or 
misleading information or gross misconduct
it remains the committee’s policy to provide 
executive and senior management 
remuneration packages which reward 
performance and are competitive but not 
market leading taking into consideration 
both the performance of senior and current 
levels of remuneration for senior’s executive 
directors the committee wishes to have the 
flexibility to increase as it feels appropriate  
the normal award limit under the ltip from 
100 to 150 of salary the exceptional limit 
will remain at 200 of salary the quantum 
of awards and shareholding guidelines will 
remain unchanged in 2014
assuming that our proposals for the  
2014 plan are approved we would intend  
to grant performance shares using the  
new plan from 2015 
it is proposed that in the future the maximum 
pension allowance offered in lieu of joining a 
retirement plan will be 20 however there 
are no plans to amend the overall quantum of 
pension contributionpension allowances 
currently in place 
in line with the new disclosure regulations 
in 2013 we formalised our recruitment and 
termination policies derek harding was 
appointed as group finance director from 
2 september 2013 the recruitment policy 
was used as the basis for determining the 
remuneration package to facilitate his 
recruitment as detailed on page 52 by joining 
senior derek forfeited entitlements from his 
previous employer which had no 
performance conditions attaching  
and were close to vesting or maturity  
in structuring his recruitment package  
the committee sought to partly compensate 
him with awards that vest over longer time 
periods some of which are subject to 
performance conditions based on the 
longerterm performance of senior  
and take into account the expected  
value of the awards foregone 
finally in 2012 we made various changes  
to the remuneration report in preparation  
for the introduction of the new reporting 
regulations and following the finalisation  
of these regulations we have once again 
amended our reporting to meet these 
requirements we have endeavoured to ensure 
that our remuneration arrangements are 
described in a succinct and transparent manner
this year’s remuneration report consists of 
three sections
1  this annual statement
2   a policy report which describes the 
company’s policy for the remuneration  
of executive and nonexecutive directors 
for the coming year and which is not 
subject to audit and
3  the annual report on remuneration on 
pages 47 to 55 produced in accordance 
with the large and medium sized 
companies and groups accounts and 
reports amendment regulations and the 
relevant provisions of the listing rules of 
the financial conduct authority parts of 
the annual report on remuneration are 
subject to audit which provides details of 
the directors’ emoluments shareholdings 
longterm incentive awards and pensions 
for the year ended 31 december 2013 and 
intentions for 2014
celia ba xter chair of the remuneration committee
senior p lc  annual report  accounts 2013 40
re muneration re port 
annual s tate ment in determining remuneration for the executive directors and other senior managers the remuneration committee seeks to maintain  
a competitive programme which enables the company to attract and retain the highest calibre of executive 
performancerelated elements of remuneration form a significant proportion of the total remuneration package of each executive director 
details of which are set out below these performancerelated elements which take into account the company’s risk policies and systems  
are designed to align the directors’ interests with those of shareholders and to reward executive directors for performance at the highest levels
poli cy for ex e cutive dire ctors the table below summarises the committee’s policy for the remuneration of executive directors which if approved by shareholders at the 
2014 agm will become binding from that date
element
purpose and link 
to strategy o peration maximum performance assessment
salary •	reflects the 
performance of the 
individual their skills 
and experience  
over time and the 
responsibilities  
of the role
•	provides an 
appropriate level  
of basic fixed pay 
avoiding excessive 
risk arising from 
overreliance on 
variable income
•	will normally be reviewed annually 
with effect from 1 january
•	benchmarked periodically against 
companies with similar characteristics 
and sector companies
•	normally positioned within a range 
around the mid market level taking 
into account the experience and 
performance in the role of the 
individual complexity of the role 
market competitiveness and the 
impact of salary increases on  
total remuneration
•	other than to reflect change 
in the size and complexity  
of the rolecompany the 
committee will have regard 
to the basic salary 
percentage increases taking 
place across the company 
more generally when 
determining salary increases 
for the executive directors
•	no maximum salary cap
•	individual performance in the 
role and group performance 
are among the factors taken 
into consideration when 
awarding increases
bonus •	incentivises annual 
delivery of corporate 
financial and 
nonfinancial goals
•	delivery of a 
proportion of bonus 
in deferred shares 
provides alignment 
with shareholders 
and assists 
with retention
•	up to 70 of salary paid in cash with 
up to a further 35 of salary paid as a 
conditional award of deferred shares
•	maximum bonus only payable for 
achieving demanding targets
•	deferred shares are released three 
years after award but are subject to 
forfeiture by a “bad leaver” 
•	executives are entitled to receive the 
value of dividend payments that would 
have otherwise been paid in respect of 
vested deferred shares
•	all bonus payments are at the 
discretion of the committee
•	different performance conditions  
may be set when recruiting an 
executive director
•	committee may review the 
performance conditions from 
time to time
•	overall maximum of 105 
of salary
•	the committee determines 
performance conditions and 
weightings at the start of 
each year
•	for 2014 the financial metrics 
include free cash flow first 
half and fullyear performance 
against budget and adjusted 
earnings per share yearon
year growth and performance 
compared to budget 
measures over a year
•	the committee may include 
nonfinancial metrics up to 
25 of the overall award
•	performance below 
threshold results in zero 
payment payment rises from 
0 to 100 of the maximum 
opportunity for levels of 
performance between 
the threshold and 
maximum targets
•	typically threshold is around 
90 of target and ontarget 
performance delivers 
approximately 50 of 
the maximum opportunity
•	subject to clawback at the 
committee’s discretion over 
unvested deferred shares in 
the event of material 
misstatement or gross 
misconduct and if required 
over any unvested 
ltip awards
strategic report governance financial statements additional information
41 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom
re muneration re port 
polic y r e port element
purpose and link 
to strategy o peration maximum performance assessment
l ongterm 
incentive plan 
“l tip”
•	incentivises 
sustained 
performance over 
the longer term
•	the use of 
longerterm 
performance targets 
and delivery of 
awards in shares 
rewards the 
achievement  
of the company’s 
strategic goals and 
increases in 
shareholder value
•	annual grants of performance shares 
which vest subject to performance 
measured over three years and 
continued service
•	executives are entitled to receive  
the value of dividend payments that 
would have otherwise been paid in 
respect of vested deferred shares
•	all awards are subject to the 
discretions contained in the  
plan rules
•	committee may review the 
performance conditions from  
time to time
•	100 of salary for ltips 
to be awarded in 2014
•	150 of salary thereafter
•	200 of salary in 
exceptional circumstances 
such as upon recruitment
•	the committee determines 
performance conditions and 
weightings at the start of 
each year providing that 
the targets are not 
materially less challenging
•	for 2014 the awards will be 
based on a mix of
•	relative total shareholder 
return 50 of the 
award and
•	group earnings growth 
targets 50 of the award
•	in respect of each 
performance element 
performance below the 
threshold target results in 
zero vesting vesting of each 
performance element starts 
at the 25 threshold and 
rises to 100 for maximum 
level of performance
•	subject to claw back at the 
committee’s discretion during 
the period of three years 
following the date of vesting
allemployee 
share schemes
•	all employees 
including executive 
directors are 
encouraged to 
become 
shareholders 
through the 
operation of the 
sharesave plan the 
hmrcapproved 
allemployee 
share plans
•	the sharesave plan has standard 
terms under which participants can 
normally enter a savings contract in 
return for which they are granted 
options to acquire shares at the 
market value of the shares at  
the start of the performance period
•	the rules for this plan were  
approved by shareholders  
at the 2006 agm
•	employees can normally 
elect for a threeyear 
savings contract under 
standard terms and within 
hmrc limits
•	the option price for 
sharesave awards can be set 
at a discount of up to 20 to 
the market value of the 
shares at the start of the 
savings contract although 
no awards granted under the 
2006 sharesave plan have 
been set at a discount
•	na
pension •	provides 
competitive 
retirement benefits 
for the group’s 
employees
•	the group’s uk final salary pension 
plan will close to future accrual from 
6 april 2014 thereafter the executive 
directors may participate in the 
senior plc group flexible retirement 
plan “senior gfrp” a contract
based money purchase pension plan 
andor receive cash allowances
•	bonuses are not included 
in calculating retirement benefits
•	20 of basic salary either  
as company contribution  
to gfrp or as salary in lieu  
of pension
•	na
o ther
benefits
•	provides a 
competitive 
package of benefits 
that assists with 
recruitment  
and retention
•	benefits include provision  
of a fully expensed car or car 
allowance private medical  
insurance life insurance and income 
protection tax equalisation and 
relocation benefits
•	the value of benefits is 
based on the cost to the 
company and is not 
pre determined
•	there is no monetary 
cap on other benefits
•	na
shareholder 
guidelines
•	aligns executive 
directors’ interests 
with that of other 
shareholders in the 
company
•	executive directors to retain at least 
50 of the shares that vest under the 
ltip and deferred bonus award after 
allowing for tax liabilities until a 
shareholding equivalent in value to 
100 of base salary is built up
•	na •	na
senior p lc  annual report  accounts 2013 42
r e muneration re port  
poli cy r e port continued r e cruit ment of ex e cutive dire ctors salaries for newly appointed directors will be set to reflect their skills 
and experience the company’s intended pay positioning and the market 
rate for the role
where it is appropriate to offer a below median salary initially the 
committee will have the discretion to allow phased salary increases 
over time for newly appointed directors even though this may involve 
increases in excess of the rate for the wider workforce and inflation
benefits will be provided in line with those offered to other employees 
with national or international relocation expensesarrangements eg 
schooling tax equalisation provided for if necessary 
the aggregate incentive offered to new recruits will be no higher than 
that outlined in the policy report on pages 41 and 42 the remuneration 
committee has flexibility to grant share awards of up to 200 of salary 
upon recruitment different performance measures may be set initially 
for the annual bonus and ltip taking into account the responsibilities of 
the individual and the point in the financial year that they joined any 
increases in incentive quantum offered above this limit would be 
contingent on the company receiving shareholder approval for an 
amendment to its approved policy at its next general meeting
current entitlements benefits bonus share schemes may be bought 
out on terms that are no more favourable than a likeforlike basis 
with a comparable time horizon fair value and subject to performance 
conditions existing incentive arrangements will be used to the fullest 
extent possible although awards may also be granted outside of these 
schemes if necessary and as permitted under the listing rules
in the case of an internal hire any outstanding variable pay awarded in 
relation to the previous role will be allowed to pay out according to its terms 
of grant adjusted as relevant to take into account the board appointment 
derek harding joined the company as group finance director during the 
year and his recruitment package is set out on page 52
r ationale b ehin d perfor manc e m etric s an d targ ets the performancerelated elements take into account the company’s  
risk policies and systems and are designed to align the directors’ 
interests with those of shareholders variable pay elements aim  
to reward executive directors for performance at the highest levels  
and as such the committee aims to set targets that are both stretching 
and achievable all targets are set on a sliding scale the committee 
reviews the annual bonus measures set for all of the company’s senior 
executives not only the executive directors every year in order to 
ensure that they are aligned with the company’s strategy and annual 
goals and to ensure that bonus arrangements amongst the company’s 
senior executive team are consistent 
the annual bonus may include a mix of financial and nonfinancial 
measures reflecting the key annual priorities of the group the financial 
metrics currently include two of the company’s kpis cash flow which 
is a key measure of the business’s ability to fund future acquisitions 
and eps which will reflect the group’s ability to expand into new 
regions and product markets and increase the profitability of the existing 
operations if nonfinancial measures are selected these may include 
reference to the group’s environmental safety and organisational goals
the measures currently used in the ltip are eps and relative tsr  
eps is a measure of the company’s overall financial success and tsr 
provides an external assessment of the company’s performance against 
its competitors it also aligns the rewards received by executives with 
the returns received by shareholders the committee will review the 
choice of performance measures and the appropriateness of the 
performance targets prior to each ltip grant in particular the eps 
targets are reviewed prior to each grant by the taking account of internal 
and external expectations of future eps growth for the business  
the committee reserves the discretion to set different targets for  
future awards without consulting with shareholders providing that  
in the opinion of the committee the new targets are no less challenging 
in light of the circumstances at the time than those used previously  
the targets for awards granted under this remuneration policy are set 
out in the annual report on remuneration
r elationshi p between e xe cutive dire ctor an d e mployee p ay the remuneration policy for the executive directors is designed  
with regard to the policy for employees across the group as a whole 
there are some differences in the structure of the remuneration policy 
for the executive directors and other senior employees which the 
remuneration committee believes are necessary to reflect the different 
levels of responsibility of employees across the company and reflect 
different market norms for different roles the key differences in 
remuneration policy between the executive directors and employees 
across the group are the increased emphasis on performancerelated 
pay and the inclusion of a sharebased longterm incentive plan for 
executive directors
executive directors are provided with a competitive package  
of benefits that includes depending on role participation in the  
group’s occupational pension arrangements provision of a fully 
expensed car or car allowance private medical insurance  
life insurance and income protection
the majority of senior’s managers are eligible to participate in annual 
bonus arrangements with targets linked to challenging targets tied to 
the performance of their employing entity and division
longterm incentives are provided to the most senior executives 
and those anticipated as having the greatest potential to influence 
performance levels within the company lower aggregate incentive 
quantum operates at below executive level with levels driven by the 
impact of the role and market comparatives
in order to encourage wider employee share ownership the company 
operates a sharesave plan in which uk and us employees including 
executive directors have participated during 2013 the sharesave plan 
was offered to employees in other territories so that a greater proportion 
of the group’s employees may participate
h ow e mployees’ p ay is ta ken into a ccount when settin g 
e xe cutive dire ctor re muneration the committee also reviews the salaries of more than 200 senior 
managers and therefore is fully cognisant of pay levels in the group 
when determining the pay of the executive directors
in addition the committee’s policy is that salary increases for the 
executive directors and senior executives should not normally be greater 
than the general level of increases awarded to other senior managers in 
europe and north america other than when an executive changes role 
or when it is necessary in order to ensure levels of remuneration remain 
market competitive increases for the general workforce in europe and 
north america for 2014 were approximately 25
the company did not consult with employees when drawing up 
the directors’ remuneration policy set out in this part of the 
remuneration report
strategic report governance financial statements additional information
43 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom o verall balan ce of measures for v aria ble pay r e muneration sc enarios for e xe cutive dire ctors the chart below shows how the composition of each of the executive 
directors’ remuneration packages varies at different levels of 
performance under the remuneration policy set out previously
threshold target
salary
beneﬁts  pension
max threshold target max
group chief executive finance director
0
300
600
900
1200
1500
£000s
15
532
867
1461
340
562
955
85
9
26
13
52
5
31
33
31 88 54 32
4
33
31
13
26
7 12
annual bonus
longterm share awards
the chart above is based on the following assumptions
threshold target maximum
fixed pay salary is the basic salary as at 1 january 2014
the value of benefits and pension is taken from the 
single total figure of remuneration for 2013
annual 
bonus
nil approximately 
50 of the 
maximum payout
100 of the 
maximum payout
l ongterm 
share awards
nil 25 vesting under  
the ltip ie 25  
of 2014 basic 
salary and set out 
at face  
value with 
no share  
price growth 
or dividend 
assumptions
100 vesting 
under the ltip 
ie 100 of 2014 
basic salary 
and set out at face 
value 
with no share price 
growth or dividend 
assumptions
polic y on outsi de a ppoint ments the remuneration committee believes that it is beneficial both for the 
individual and the company for an executive director to take up one 
external nonexecutive appointment fees paid for the appointment may 
be retained by the executive
ex e cutive dire ctors’ s ervi ce ag ree ments an d loss of 
offi ce p ay ments the table below summarises the key provisions of each executive 
director’s contract
provision detailed terms
c ontract dates mark rollins – 9 november 2007
derek harding – 2 september 2013
n otice period 12 months from both the company and the 
executive director
termination 
payment
contracts may be terminated without notice by the 
payment of a sum equal to the sum of salary due for 
the unexpired notice period and the value of pension 
contributions and other benefits such as use of 
company car life cover and private healthcare
in addition mark rollins’ contract provides for the 
payment of a performancerelated bonus calculated 
pro rata to the termination date
there are no provisions in the agreements or 
otherwise for additional termination payments
payments may be made in monthly instalments 
and in these circumstances there is a requirement 
for the director to mitigate loss
c hange of 
control
there are no enhanced provisions in relation to a 
change of control
copies of the executive directors’ service contracts are available from 
the company secretary at the company’s registered office during 
normal business hours the committee’s policy in the event of early 
termination of employment is set out on page 45
senior p lc  annual report  accounts 2013 44
r e muneration re port  
poli cy r e port continued poli cy on p ay ment for d e parture fro m offi ce on termination of an executive director’s service contract the committee will take into account the departing director’s duty to mitigate his loss 
when determining the amount of compensation the committee’s policy in respect of the treatment of executive directors leaving the group is 
described below and is designed to support a smooth transition from the company taking into account the interests of shareholders
component  
of pay
voluntary resignation  
or termination for cause
death ill health disability retirement
excluding redundancy
departure on
agreed terms
base salary 
pension  
benefits
paid for the proportion of the 
notice period worked and any 
untaken holidays prorated to 
the leaving date
paid up to the date of death or leaving including any untaken 
holidays pro rated to such date in the case of ill health a 
payment in lieu of notice may be made and according to 
circumstances may be subject to mitigation in such 
circumstances some benefits such as company car or medical 
insurance may be retained until the end of the notice period
treatment will normally fall 
between the two treatments 
described in the previous 
columns subject to the discretion 
of the committee and the terms 
of any termination agreement
annual  
bonus cash
cessation of employment 
during a bonus year will 
normally result in no cash 
bonus being paid
cessation of employment during a bonus year or after the year 
end but prior to the normal bonus payment date will result in 
cash and deferred bonus being paid and pro rated for the 
relevant portion of the financial year worked and 
performance achieved
annual bonus  
deferred shares
unvested deferred share 
awards will lapse
in the case of the death of an executive all deferred shares will 
be transferred to the estate as soon as possible after death in 
all other cases subject to the discretion of the committee 
unvested deferred shares will be transferred to the individual on 
a date determined by the committee
l tip share 
awards
unvested ltip share awards 
will lapse
subject to the discretion of the committee unvested ltip  
share awards will remain subject to the relevant performance 
conditions and normally be measured at the original vesting 
date the awards will normally be prorated for the relevant 
proportion of the performance period worked however in the 
case of the death of an executive the committee will determine 
the extent of vesting within 12 months of the date of death
o ptions under 
sharesave
as per hmrc regulations as per hmrc regulations
o ther none statutory payments and disbursements such as any legal costs 
and outplacement fees
notes 
a  the committee will have the authority to settle any legal claims against the company eg for unfair dismissal etc that might arise on termination
b there are no enhanced provisions in relation to a change of control
polic y for non ex e cutive dire ctors element
purpose and link  
to strategy o peration maximum
performance 
assessment
n onexecutive 
directors and 
c hairman fees
•	takes account of 
recognised practice and 
set at a level that is 
sufficient to attract and 
retain highcalibre 
nonexecutive directors
•	the chairman is paid a single fee for all his 
responsibilities as determined by the remuneration 
committee the nonexecutive directors are paid 
a basic fee the senior independent director and 
the chairs of the audit and remuneration 
committees receive additional fees to reflect 
their extra responsibilities
•	when reviewing fee levels account is taken of market 
movements in nonexecutive director fees board 
committee responsibilities ongoing time commitments 
and the general economic environment
•	fee increases if applicable are normally effective 
from january
•	the chairman and nonexecutive directors do not 
participate in any pension bonus share incentive  
or other share option plans
•	the remuneration of the nonexecutive directors is 
determined by the board of directors the nonexecutive 
directors do not participate in any discussion or decisions 
relating to their own remuneration
•	other than when a non
executive director changes 
role or where benchmarking 
indicates fees require 
realignment fee increases 
will not normally exceed the 
general level of increases for 
the group’s employees
•	na
strategic report governance financial statements additional information
45 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom n on ex e cutive dire ctors’ l etters of app oint ment the chairman and nonexecutive directors do not have service 
agreements but the terms of their appointment including the time 
commitment expected are recorded in letters of appointment which 
are available to view upon request the chairman’s appointment may 
be terminated on providing 12 months’ notice by either party the 
appointments of the other nonexecutive directors may be terminated 
by the company or nonexecutive director on providing one month’s 
notice copies of the nonexecutive directors’ letters of appointment are 
available from the company secretary at the company’s registered 
office during normal business hours
n on ex e cutive dire ctors’ ter ms of app oint ment n ame
date of 
o riginal term
 commenced
date
c urrent term 
commenced
expected  
expiry date of  
c urrent term
charles berry 
chairman
joined the board 
in march 2012 
and became 
chairman in 
april 2012
– –
celia baxter 2 september 2013 – september 2016
david best may 2007 december 2012
1
april 2014
andy hamment april 2011 new term to
commence
april 2014
2
april 2017
giles kerr 2 september 2013 – september 2016
mark e vernon april 2011 new term to
 commence 
april 2014
2
april 2017
1
  in december 2012 david best’s term of appointment was extended to april 2014 to 
provide continuity and support for derek harding who joined the company as group 
finance director on 2 september 2013
2
  the initial 3year terms of appointment of andy hamment and mark e vernon had 
been due to expire in april 2014 in february 2014 the nominations committee 
agreed to extend their appointments in accordance with their original letters of 
appointment for a further 3year term expiring in april 2017
h ow sharehol der views are ta ken into a ccount the remuneration committee considers shareholder feedback received 
in relation to the agm each year and guidance from shareholder 
representative bodies more generally shareholders were consulted 
when formulating the remuneration policy consultation with 
shareholders was constructive and did not result in any significant 
changes being made to the proposed remuneration policy or to the 
2014 plan rules
the committee consults proactively with its major shareholders and 
intends to continue working closely with shareholders in future 
le ga cy arran ge ments
for the avoidance of doubt in approving this policy report authority 
is given to the company to honour any commitments entered into with 
current or former directors such as the payment of a pension or the 
unwinding of legacy share schemes that have been disclosed to 
shareholders in previous remuneration reports and the recruitment 
arrangements entered into with derek harding details of any 
payments to former directors will be set out in the annual report 
on remuneration as they arise
dis cretions of the r e muneration co mmittee the committee operates the group’s various incentive plans according to 
their respective rules and in accordance with hmrc rules where relevant 
to ensure the efficient administration of these plans the committee may 
apply certain operational discretions these include the following
•	 selecting the participants for the annual bonus plan and ltip awards
•	 determining the timing of grants andor payments
•	 determining the quantum of grants andor payments within the limits 
set out in the policy table above
•	 adjusting the constituents of the tsr comparator group
•	 determining the extent of vesting based on the assessment of 
performance
•	 determining “good leaver” status and extent of vesting in the case 
of the ltip and deferred shares
•	 determining the extent of vesting in the case of the ltip in the event 
of a change of control
•	 making the appropriate adjustments required in certain circumstances 
eg rights issues corporate restructuring events variation of capital 
and special dividends and
•	 undertaking the annual review of weighting of performance 
measures and setting targets for the annual bonus plan and ltip 
from yeartoyear
the committee may vary the performance conditions to apply to ltip 
awards if an event occurs which causes the committee to consider that 
it would be appropriate to amend the performance conditions provided 
the committee considers the varied conditions are fair and reasonable 
and not materially less challenging than the original conditions would 
have been but for the event in question
senior p lc  annual report  accounts 2013 46
r e muneration re port  
poli cy r e port continued s u mmary of the co mmittee’s ter ms of referen ce the terms of reference of the remuneration committee available 
in full on the company’s website are summarised below
•	 determine and agree with the board the framework or broad policy 
for the remuneration of the chairman of the board the executive 
directors and other members of the executive management as it 
is designated to consider
•	 within the terms of the agreed policy and in consultation with the 
chairman andor group chief executive as appropriate determine 
the total individual remuneration package of the chairman each 
executive director and other designated senior executives including 
bonuses incentive payments and share options or other 
share awards
•	 approve the design of and determine targets for any performance
related pay plans operated by the company and approve the total 
annual payments made under such plans
•	 review the design of all share incentive plans for approval by the 
board and shareholders for any such plans determine each year 
whether awards will be made and if so the overall amount of such 
awards the individual awards to executive directors and other 
designated senior executives and the performance targets to 
be used
•	 determine the policy for and scope of pension arrangements for 
each executive director and other designated senior executives
•	 ensure that contractual terms on termination and any payments 
made are fair to the individual and the company that failure is not 
rewarded and that the duty to mitigate loss is recognised and
•	 oversee any major changes in employee benefits structures 
throughout the group
memb ers the remuneration committee consists entirely of nonexecutive 
directors
member
number of
meetings
during term
number of
meetings
attended
celia baxter 
1
 – chair 1 1
david best 6 6
charles berry 6 6
andy hamment 6 6
giles kerr
 2
1 1
ian much
 3
6 6
mark vernon 6 5
1
  appointed to the board on 2 september 2013 and became chair of the 
remuneration committee on 5 december 2013
2
 appointed to the board on 2 september 2013
3
  ian much was chair of the remuneration committee until his retirement from  
the board on 5 december 2013
o ther atten dees at re muneration co mmittee meetin gs the group chief executive attends meetings by invitation and the 
group company secretary acts as secretary to the committee but 
no executive director or other employee is present during 
discussions relating to their own remuneration
advisers before recommending proposals for board approval the remuneration 
committee may seek advice from external remuneration consultants 
to ensure that it is fully aware of comparative external remuneration 
practice as well as shareholder legislative and regulatory developments 
the committee also considers publicly available sources of information 
relating to executive remuneration
all advisers to the remuneration committee are appointed and 
instructed by the committee during the year the committee was 
advised by new bridge street an aon hewitt company part of aon plc 
in relation to the new 2014 plan and the drafting of the rules on the 
updating of the remuneration policy and on the new annual report 
disclosure requirements and lane clark  peacock “lcp” in relation 
to the review of the remuneration packages of the executive directors 
and senior managers and the executive directors’ pension 
arrangements new bridge street has no other connection with the 
company lcp is appointed by the trustee of the senior plc pension 
plan to act as the plan’s actuary and investment adviser during 2013 
the company incurred fees of £31484 from new bridge street and 
£19015 from lcp in relation to advice on executive remuneration and 
these costs were based on hourly rates
the committee does not have a formal policy of subjecting its 
remuneration consultants to a regular fixedterm rotation although the 
committee remains cognisant of the need to achieve objective advice 
and good value whilst also benefiting from the consultants’ knowledge 
of the company the committee is satisfied that the advice it has 
received during 2013 has been objective and independent
strategic report governance financial statements additional information
47 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom
re muneration re port 
a nnual r e port on r e muneration prin ci pal a ctivities an d matters a ddresse d durin g 2013
the committee has a calendar of standard items within its remit and in addition it held indepth discussions on specific topics during the year 
the committee typically meets four times each year or more as required it met six times in 2013 the table below shows the standard items 
considered at each meeting leading up to the meeting in february where the key decisions regarding performance outcomes and grants for 
the coming year are determined
standard agenda items ad hoc items
january performance update on outstanding incentive awards
february review of performance and outcomes under the annual bonus and 
deferred bonus award
formulation and negotiation of remuneration package for new 
group finance director
review of performance and vesting under longterm incentives
determining incentive structure for the next financial year including 
finalisation of targets
remuneration report
march confirmation of ltip and deferred bonus awards
december review and approval of directors’ and senior managers’ salary and total 
remuneration packages for the following financial year
review and approve directors’ remuneration policy
performance update on outstanding incentive and bonus awards
review of longterm incentive plan structure and participants for the 
next financial year
review of the chairman’s fee
s tate ment of votin g at g eneral m eetin g
at last year’s agm held on 26 april 2013 votes on the directors’ remuneration report were cast as follows
remuneration report voting for against withheld 
1
total
reason for 
vote against
if known
action taken
by committee
2012 votes 300040322 1208046 5087994 306336362 na na
  996 04 na 1000
1 
a vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast ‘for’ and ‘against’ a resolution
the disclosure in the 2014 remuneration report will include details of the binding shareholder vote on the directors’ remuneration policy and the 
adoption of the new ltip rules
s tate ment of imp le mentation of r e muneration poli cy in 2013
the differences between the remuneration policy for 2013 and the policy on which shareholders will vote at the 2014 agm are set out below
component operation of the component maximum potential value
performance metrics 
used weighting and time 
period applicable
base salary no difference no difference no difference
pension during the year mark rollins was a member of the 
senior plc pension plan senior’s uk defined benefit 
pension scheme to the extent that his annual 
pension accrual in the final salary pension scheme 
was above the governmentimposed annual 
allowance he received a salary supplement equal 
to the pension benefit accrual foregone
for executive directors who are not members of the 
defined benefit retirement plan there is a choice of 
joining the defined contribution group flexible 
retirement plan with a choice of contribution rates 
namely 3 employee 15 employer or 5 
employee 20 employer or a pension allowance 
of 15 of salary
subject to final consultation from april 2014 the 
senior plc pension plan will be closed to future 
accrual for all active members all executive 
directors will be able to participate in the group 
flexible retirement plan
it is proposed that in the future the maximum 
pension allowance offered in lieu of joining a 
retirement plan will be 20 to executive directors
the overall quantum of pension contributionpension 
allowances currently in place remain unchanged
na
benefits no difference no difference na
annual 
bonus
no difference no difference no difference
ltip 100 of salary for awards awarded in 2013
an amount equivalent to the dividends that would 
have accrued on vested shares during the vesting 
period will not be paid to executives upon the vesting 
of the award
100 of salary for awards to be awarded in 2014 
but maximum level of grants thereafter will be 
increased from 100 up to 150 of salary
no difference
details of performance targets are provided on pages 50 to 52 
senior p lc  annual report  accounts 2013 48
re muneration re port   
a nnual r e port on r e muneration continued sing le t otal f i gure of r e muneration  au dite d infor mation
the following table shows a single total figure of remuneration in respect of qualifying services for the 2013 financial year for each executive 
director together with comparative figures for 2012 aggregate directors’ emoluments are shown at the end of the single total figure of 
remuneration section
salaries 
and fees
£000s
taxable
benefits and
allowances
7
£000s
bonus
8
£000s
recruitment
award
£000s
longterm 
incentives
9
£000s
pension benefits
including cash in
lieu of pension
£000s
total
£000s
2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012
executives
mark rollins 
1
400 390 19 18 310 424 – – 896 662 61 34 1686 1528
simon nicholls 
2
87 270 4 13 – 174 – – – 435 17 61 108 953
derek harding 
3
100 – 5 – 68 – 325 – – – 18 – 516 –
n onexecutives
charles berry 
4
chairman 144 117 3 2 – – – – – – – – 147 119
celia baxter 
5
13 – – – – – – – – – – – 13 –
david best 53 52 – – – – – – – – – – 53 52
andy hamment 40 39 – – – – – – – – – – 40 39
giles kerr 
5 
13 – – – – – – – – – – – 13 –
ian much 
6
45 47 – – – – – – – – – – 45 47
mark e vernon 40 39 1 1 – – – – – – – – 41 40
total remuneration
1  
mark rollins’ 2013 base salary was £453000 2012 – £440000 although he elected to waive £53000 2012 – £50000 of his salary and therefore received a salary 
of £400000 2012 – £390000 representing an increase of 29 his bonus for both years was based on salary before waiver mark rollins originally waived part of his 
salary increase in 2011 so that his percentage increase was broadly in line with the average percentage increase awarded to group employees
2  
simon nicholls’ 2013 total reflects him leaving part way through the year on 30 april 2013 no compensatory payment was made simon nicholls’ 2013 salary increased 
by 29 to £278000
3  
derek harding’s 2013 total reflects him joining part way through the year on 2 september 2013 his single figure remuneration total includes his signon awards consisting 
of a £100000 cash award and a deferred share award with a face a value of £225000 further information on his signon award can be found in signon awards on page 52
4 
the 2012 comparator reflects charles berry joining part way through the year on 1 march 2012
5 
celia baxter and giles kerr’s 2013 totals reflect their joining part way through the year on 2 september 2013
6 
ian much’s 2013 total reflects him leaving part way through the year on 5 december 2013 
7 
taxable benefits include the provision of a fully expensed company car or car allowance and private medical insurance
8  
awards under the deferred bonus award the enhanced smis in respect of 2013 performance will be granted in march 2014 the deferred bonus element that is to be granted  
in the form of shares to mark rollins and derek harding in march 2014 is included in the cash bonus figure and will be equivalent in value to 228 of 2013 base salary namely 
£103284 and £22800 respectively
9
   100 of the 2011 ltip award is due to vest in march 2014 as the award had not vested at the date this report was signed the average market value of the shares over the 
last three months of 2013 of 2847p has been used to determine the value for the purposes of the single total figure the 2012 comparator figure was calculated using the 
share price on the date of vesting of the 2010 ltip award of 2404p further details on the performance conditions can be found on page 51
f ees re ceive d for outsi de a ppoint ments mark rollins was appointed a nonexecutive director of the vitec group plc on 2 october 2013 and received total fees of £9855 during the year
a nnual fees of none xe cutive dire ctors the nonexecutive 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 during the year including membership or chairmanship of the board 
or its committees the remuneration of the nonexecutive directors is determined by the board of directors the nonexecutive directors do not 
participate in any discussion or decisions relating to their own remuneration annual fees for the nonexecutive directors were increased on 
1 january 2013 and are shown below
fees
2013
£
2012
£
percentage
change
chairman 144000 140000 29
nonexecutive director 
1
40400 39250 29
chair of audit committee 5500 5250 48
chair of remuneration committee 
2
5500 5250 48
chair of trustee board of the senior plc pension plan 7500 7250 34
senior independent director 
3
2750 2500 100
1 
celia baxter and giles kerr were appointed to the board on 2 september 2013
2 
celia baxter was appointed chair of the remuneration committee upon the retirement from the board of ian much in december 2013
3 
andy hamment was appointed the senior independent director upon the retirement from the board of ian much in december 2013
strategic report governance financial statements additional information
49 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom senior m ana gers’ e molu ments in addition to setting the remuneration of the executive directors the remuneration committee oversees the remuneration of more than 200 other 
senior managers the table below shows the cumulative benefits of the six divisional directors and the four most senior corporate managers
2013
total
£000s
2012
total 
£000s
shortterm employee benefits 2391 2581
postemployment benefits 196 182
sharebased payments 1018 826
total 3605 3589
perfor manc e a gainst p erfor manc e targ ets for annual b onus  au dite d infor mation
bonuses are earned by reference to the financial year and paid in march following the end of the financial year consistent with recent years the 
bonuses accruing to the executive directors in respect of 2013 have been determined by adjusted eps and cash flow performance as set out in 
the table below maximum payouts under each measure require at least 15 outperformance of the target or prior year benchmark
the 2013 scheme provided a maximum bonus potential of 105 of salary 2012 – 105 of which 70 would be payable in cash and 35 would 
be payable in deferred shares the 2013 bonus award for the executive directors delivered a bonus of 684 of salary 2012 – 9645 of which 
456 of salary was payable in cash 2012 – 643 of salary and 228 of salary was paid in deferred shares 2012 – 3215
a summary of the measures weightings and performance achieved in 2012 and 2013 is provided in the table below
2013 2012
kpi
maximum
bonus
achievable
percentage of 
maximum
achieved
cash bonus 
payable 
 of 
2013 salary
bonus 
payable in
deferred
shares 
 of 
2013 salary
maximum
 bonus
achievable
percentage
of max
achieved
cash bonus 
payable 
 of 
2012 salary
bonus 
payable in
deferred
shares 
 of 
2012 salary
cash flow targets
interim 150 100 100 50 150 100 100 50
full year 225 100 150 75 225 100 150 75
eps targets
internal target 300 590 118 59 300 715 143 72
yearonyear growth 375 352 88 44 375 100 250 125
totals 1050 651 456 228 1050 919 643 322
no 2013 bonus was payable to simon nicholls as he resigned from the board on 30 april 2013 to take up a similar role with cobham plc
derek harding joined the board on 2 september 2013 and received a prorated 2013 bonus to reflect the time served during the year
mark rollins’ bonus for both years was based on salary before waiver
t otal pension e ntitle ments  au dite d infor mation
following consultation with the members of the senior plc pension plan “the plan” the group has decided to close the plan to future accrual for 
all active members on 6 april 2014 executive directors who are not members of the plan are able to participate in the senior plc group flexible 
retirement plan “senior gfrp” a contractbased group personal pension arrangement with standard life or receive a pension allowance of 
15 of unrestricted salary
mark rollins’ pension arrangements are provided by the plan and are based upon his restricted pensionable salary for the 201314 plan year of 
£131165 201213 – £128000 with him contributing 9 of his restricted pensionable salary the normal retirement date of the plan for directors 
is 60 years his single figure remuneration for pension benefits was £60885 2012 – £34451 which consisted of pension accrued net of his 
contribution to the plan of £53613 2012 – £34043 and a cash allowance of £7272 2012 – £408 no additional benefit will become receivable 
by him in the event that he retires early mark rollins is a member of the plan but only to the extent that his annual pension accrual is at or below 
the governmentimposed annual allowance £50000 for tax years 201213 and 201314 in lieu of accrual above this annual allowance he has 
since 6 april 2011 been eligible to receive a salary supplement equal to the pension benefit accrual foregone included within his single figure 
remuneration for pension benefits of £60885 mark rollins received a supplement in 2013 of £7272 2012 – £408
simon nicholls left service on 30 april 2013 and his pension accrued over the year was based on his deferred plan benefits at that date his single 
figure remuneration for pension benefits in 2013 was £17470 2012 – £61219 which included a supplement of £4227 2012 – £11616
derek harding joined the senior gfrp on 2 september 2013 his single figure remuneration for pension benefits in 2013 of £17500 2012 – £nil 
consisted of a contribution of £10000 made to the senior gfrp on his behalf being 20 on half his salary received and of a cash allowance of 
£7500 being 15 over the other half of his salary received
no salary cap is applied in the calculation of senior gfrp contribution rates for executive directors there is a choice of contribution rates for 
executive directors namely 3 executive 15 employer or 5 executive 20 employer
senior p lc  annual report  accounts 2013 50
re muneration re port   
a nnual r e port on r e muneration continued pay ments for loss of offi ce  a u dite d i nfor mation
there were no payments made in the year for loss of office
perfor manc e a gainst p erfor manc e c on ditions for ltip vesting
by referenc e to p erfor manc e in the financ ial year  au dite d infor mation
2011 award vesting march 2014
performance measure
target
25 vesting
maximum
100 vesting actual
percentage
of total award
achieved
total shareholder return ranking 165 69 4 50
annual average growth above rpi in earnings per share 3 8 1575 50
the award held by mark rollins was as follows
2011 conditional share award 
 1
number
of shares
awarded
percentage
vesting
number
of shares
vesting
value
of shares
vesting 
2
£000s
mark rollins 314814 100 314814 896
1 
simon nicholls’ 2011 award lapsed upon his resignation from the board on 30 april 2013
2
  as mark rollins’ award had not vested at the date this report was signed the average market value of the shares over the last three months of 2013 of 2847p has been used 
to determine the value for the purposes of the single total figure
sc he me interests a war de d during the f inanc ial y ear  au dite d infor mation
directors scheme 
basis of
award
face value
£000s
percentage
vesting at
threshold
performance
number
of shares
performance
period end
date
mark rollins ltip annual award 453 25 188044 31 december 2015
derek harding ltip annual award 300 25 107875 31 december 2015
the face value of mark rollins’ award was calculated using the closing share price on 22 march 2013 being the trading day immediately prior 
to the date of the award which was 2409p per share the face value of derek harding’s award was calculated using the closing share price on 
3 september 2013 being the trading day immediately prior to the date of the award which was 2781p per share in addition to the above 
derek harding received awards to the value of 100 of salary upon his recruitment as set out under signon awards on page 52
current p osition on outstan ding ltip awar ds non au dite d infor mation
the following tables show the current position against performance targets for ltip awards outstanding from 2012 and 2013
c onditional share awards in 2013 conditional share awards in 2012
performance measure
target
25 vesting
maximum
100 vesting
actual
to date
target
25 vesting
maximum
100 vesting
actual
to date
total shareholder return ranking 165 69 8 165 69 9
annual average growth above rpi  
in earnings per share 4 10 437 3 8 1237
the tsr comparator group applicable to the 2013 ltip award consists of manufacturing companies within the following ftse all share sectors 
aerospace  defence automobiles  parts electronic  electrical equipment and industrial engineering the constituent comparator companies 
for the 2013 award broadly similar to those used for each year of award from 2009 onwards are listed below
avon rubber fenner oxford instruments spiraxsarco
bae systems gkn qinetiq group tt electronics
bodycote halma renishaw ultra electronics
chemring group hill  smith rollsroyce group vitec group
cobham imi rotork volex
dialight meggitt senior weir group
domino printing sciences melrose severfieldrowen xaar
e2v technologies morgan advanced materials spectris xp power
tsr is averaged over three months prior to the start and end of the performance period
strategic report governance financial statements additional information
51 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom si gnon awar ds derek harding was appointed as group finance director from 2 september 2013 by joining senior derek forfeited entitlements from his previous 
employer which had no performance conditions and were close to vesting on maturity in structuring his recruitment package the committee 
sought as much as possible to partly compensate him with awards that vest over longer time periods which are subject to performance conditions 
based on the longerterm performance of senior and take into account the expected value of the awards the estimated value of the benefits 
foregone by derek harding at his previous employer was £775000 based on the share price of his former employer on the date he joined senior 
in recognition of the fact that derek harding was relinquishing awards from his previous employment which were close to vesting or maturity a 
cash payment of £100000 was paid to derek harding in december 2013 and the committee granted him the following awards
form of award
face value
of award
number
of shares
vesting
conditions
deferred share award under listing rule 942r £225000 82720 no performance conditions
49ths vest on 2 september 2014
39ths vest on 2 september 2015
29ths vest on 2 september 2016
performance shares under the 2005 ltip £300000 107874 subject to the same performance conditions as awards granted to other 
senior executives in 2013 award is due to vest in september 2016 25 
 vesting at threshold performance
the face value of the deferred share award was calculated using the average closing share price on the three trading days immediately prior 
to derek harding’s appointment on 2 september 2013 which was 2720p per share the face value of the ltip award was calculated using 
the closing share price on 3 september 2013 being the trading day immediately prior to the date of the award which was 2781p per share
the deferred share award will ordinarily lapse on cessation of employment as to unvested parts except in certain “good leaver” circumstances  
in the event of a takeover or winding up of the company not being an internal corporate reorganisation the award will vest early at such time to 
such extent as considered appropriate by the remuneration committee no amendments to the advantage of derek harding will be made to the 
material terms of the award without shareholder approval other than any minor alteration to i benefit the administration of the award ii take 
account of a change in legislation or iii obtain or maintain favourable tax exchange or regulatory treatment for him or the company the award is 
not pensionable or transferable except on death the award may only be satisfied with market purchased shares no newly issued or treasury 
shares will be used in connection with the award
s harehol der d ilution
percentage of issued shares
333 167
discretionary schemes
maximum 5
all schemes
maximum 10
639 361
shares awarded as  of issued shares
headroom
the company complies with the dilution guidelines contained within “executive remuneration – abi guidelines on policies and practices” at 
31 december 2013 awards outstanding and shares issued in the previous 10 years under all share plans the senior plc 2005 longterm incentive 
plan “the ltip” derek harding’s share award and the 2006 savingsrelated share option plan the “sharesave plan” amounted to 639 
of the issued ordinary share capital of the company at 31 december 2013 awards outstanding and shares issued in the previous 10 years under 
executive discretionary plans the ltip and derek harding’s share award amounted to 333 of the issued ordinary share capital of the company
typically share awards are satisfied by the issue of new shares except for the enhanced smis deferred bonus share award where market 
purchased shares are used the remuneration committee monitors the flow rates of the company’s share plans in particular before new 
share awards are made to ensure the flow rates remain within the abi dilution guidelines
s tate ment of d ire ctors’ sharehol din g an d share interests au dite d infor mation
the remuneration committee encourages directors to own shares in the company and in support of this policy it expects executive 
directors to retain at least 50 of the shares that vest under the ltip after allowing for tax liabilities until a shareholding equivalent in value 
to 100 of base salary is built up based on the executive directors’ 2013 base salaries mark rollins had a holding of 509 of base salary 
and derek harding had a holding of 20 of base salary in the company’s shares
deferred share awards are not taken into account for these purposes shares are valued using the company’s closing share price 
on 31 december 2013 of 3072p 
senior p lc  annual report  accounts 2013 52
re muneration re port   
a nnual r e port on r e muneration continued the table below shows how each director complies with this requirement
directors
share ownership
requirements
 of 2013
base salary
number of shares
required to be held
number of shares
owned outright
including
connected 
persons
share ownership
requirements met
deferred share
awards not subject
to performance
conditions 
weighted average
period to vest of
deferred share
awards
derek harding 100 97657 20000 no – 20 82720 145 years
mark rollins 100 147461 750000 yes – 509 134785 169 years
legally owned no of shares
31 december
2013
31 december
2012
executive directors
mark rollins 750000 700000
derek harding
 1
20000 na
nonexecutives directors
charles berry 10000 –
celia baxter
 1
10000 na
david best 40195 40195
andy hamment 19877 19877
giles kerr
 1
– na
mark e vernon 18063 18063
1
 derek harding celia baxter and giles kerr were appointed to the board on 2 september 2013
perfor man ce g ra ph s hare p ri ce p erfor man ce the closing middle market price of the shares at 31 december 2013 was 3072p 2012 – 1996p during 2013 the shares traded in the range 
of 1977p to 3112p
s enior p l c t otal s harehol der r eturn the following graph compares the total shareholder return of the company’s shares against the “ftse allshare aerospace  defence index” 
and the ftse250 index over a fiveyear period where dividends are included gross of tax this graph allows a comparison to be made against 
organisations facing broadly similar economic and market conditions as the company
0
200
400
600
800
1000
dec 08 dec 09 dec 10 dec 11 dec 12 dec 13
ftse all share aerospace  defence senior ftse250
r e muneration of grou p chief ex e cutive 2009 2010 2011 2012 2013
ceo single figure of total 
remuneration £000s 578 899 1805 1529 1686
annual variable element 
award rates against 
maximum opportunity  38
1
100 100 92 65
longterm incentive 
vesting rates against 
maximum opportunity  100 82 100 100 100
1
  given the difficult time faced by many of the group’s employees in 2009 mark rollins chose to waive in full his entitlement to his 2009 performance bonus
strategic report governance financial statements additional information
53 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom perc enta ge c hang e in re muneration of the grou p chief ex e cutive the table below shows how the percentage change in mark rollins’ salary benefits and bonus between 2012 and 2013 compares with the 
percentage change in the average of each of those components of pay for a group of employees the committee has selected approximately 
200 of the group’s senior managers in europe and north america as the operations in these territories deliver approximately 92 of the group’s 
revenue and operating profit before tax and these senior managers have broadly similarly structured remuneration packages businesses acquired 
by senior during the year leavers and joiners in either year have been excluded to prevent distortion 
salary
taxable
benefit bonus
percentage
change
percentage
change
percentage
change
mark rollins
 1
30 5 27
pay of senior managers in europe and the usa 32 8
2
16
1
  salary increase based on change in full basic salary from £440000 in 2012 to £453000 in 2013 in 2012 mark rollins waived £50000 of his salary and received £390000 
he waived £53000 of his salary in 2013 and received £400000
2
  for the purposes of making a more valid comparison the comparator group for the taxable benefit figure consisted of nine ukbased senior managers that had a broadly 
similar benefits structure as mark rollins that included the use of a company car and receipt of private healthcare
r elative i mportan ce of s pen d on p ay the following table sets out the percentage change in profit dividends and overall spend on pay in the financial year ended 31 december 2013 
compared to the financial year ended 31 december 2012
2013
£m
2012
£m
percentage
change
employee remuneration costs excluding social security 1895 1777 66
adjusted profit before tax 981 911 77
dividends paid 199 164 213
s tate ment of imp le mentation of re muneration p olic y in the following financ ial year if approved the remuneration policy will be implemented with effect from the agm in 2014
s alaries an d fees for 2014
increases in the salaries and fees for the directors in 2014 were broadly in line with the annual rate of inflation as measured by the consumer 
price index at the time they were approved in early december 2013 no additional fees were payable for committee membership
2014
£
2013
£
percentage
change
executives
mark rollins
1
410000 400000 22
derek harding
2
307500 300000 25
n onexecutives
chairman 147600 144000 25
nonexecutive director 41400 40400 25
chair of audit committee
3
6500 5500 182
chair of remuneration committee
3
6500 5500 182
chair of pension trustee board 7700 7500 27
senior independent director
3
3250 2750 182
1  
mark rollins’ 2013 base salary was £453000 although he elected to waive £53000 of his salary and therefore received a salary of £400000 in 2014 he was awarded a 
salary of £463000 representing a 22 increase on his 2013 salary of £453000 he has decided to also waive £53000 of his 2014 salary so taking a salary of £410000
2  
derek harding’s 2013 annual salary of £300000 was used for the purposes of calculating the percentage change in his salary although he joined the company on 
2 september 2013
3  
a bench marking exercise found the fees paid for the chairs of audit and remuneration and for the role of the senior independent director were well below the rates paid 
for such roles in similar organisations and consequently increases in excess of inflation were considered appropriate after these increases the fees remain below median
senior p lc  annual report  accounts 2013 54
re muneration re port   
a nnual r e port on r e muneration continued w ei ghtin g of a nnual bonus kp i s for 2014
the individual weightings of the kpis for the executive directors for the annual bonus are as set out in the following table
2014 2013
maximum
possible cash
award
enhanced
smis
– maximum
share award
maximum
possible
cash award
enhanced
smis
– maximum
share award
cash flow targets
 interim 100 50 100 50
 full year 150 75 150 75
eps targets
 internal target 150 75 200 100
 yearonyear growth 300 150 250 125
totals 700 350 700 350
the weightings of the performance conditions have been amended yearonyear operating profit performance has been increased to 30 
previously 25 whilst the weighting for performance against budgeted operating profit has reduced to 15 previously 20 although there is 
no overall change in the combined total there is a greater emphasis on delivering yearonyear performance improvement
the actual targets are currently considered commercially sensitive because of the information that this provides to the company’s competitors
perfor man ce c on ditions for 2014 awar ds conditional share awards to be granted in 2014
the performance conditions for awards which will be made in 2014 will again be based on growth in eps 50 weighting and relative tsr 
measured against a peer group 50 weighting and will have the same performance scale as for 2013 as set out below
performance measure weighting
target 
 25 vesting
maximum
 100 vesting
total shareholder return ranking 50 
median 
or higher
upper 
quintile or
 higher
average annual growth in  
earnings per share 50 4 over rpi 10 over rpi
the tsr group applicable to the 2014 ltip awards will broadly reflect the list of the 2013 ltip award constituent comparator companies shown 
on page 51
app roval of the dire ctors’ re muneration re port the directors’ remuneration report was approved by the board on 28 february 2014
signed on behalf of the board
celia ba xter chair of the remuneration committee
28 february 2014
strategic report governance financial statements additional information
55 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom the directors are responsible for preparing the annual report and the 
financial statements in accordance with applicable law and regulations
company law requires the directors to prepare financial statements for 
each financial year under that law the directors are required to prepare 
the group financial statements in accordance with international 
financial reporting standards “ifrs” as adopted by the european 
union and article 4 of the ias regulation and have also chosen to 
prepare the parent company financial statements under ifrs as 
adopted by the eu under company law the directors must not approve 
the accounts unless they are satisfied that they give a true and fair view 
of the state of affairs of the company and of the profit or loss of the 
company for that period in preparing these financial statements 
international accounting standard 1 requires that directors
•	 properly select and apply accounting policies
•	 present information including accounting policies in a manner 
that provides relevant reliable comparable and understandable 
information 
•	 provide additional disclosures when compliance with the specific 
requirements in ifrs are insufficient to enable users to understand 
the impact of particular transactions other events and conditions 
on the entity’s financial position and financial performance and
•	 make an assessment of the company’s ability to continue as 
a going concern
the directors are responsible for keeping adequate accounting records 
that are sufficient to show and explain the company’s transactions and 
disclose with reasonable accuracy at any time the financial position of 
the company and enable them to ensure that the financial statements 
comply with the companies act 2006 they are also responsible for 
safeguarding the assets of the company and hence for taking 
reasonable steps for the prevention and detection of fraud and 
other irregularities
the directors are responsible for the maintenance and integrity of the 
corporate and financial information included on the company’s website 
legislation in the united kingdom governing the preparation and 
dissemination of financial statements may differ from legislation 
in other jurisdictions
responsibility statement 
we confirm that to the best of our knowledge
•	 the financial statements prepared in accordance with ifrs as 
adopted by the european union give a true and fair view of the 
assets liabilities financial position and profit or loss of the company 
and the undertakings included in the consolidation taken as a whole
•	 the strategic report includes a fair review of the development and 
performance of the business and the position of the company and 
the undertakings included in the consolidation taken as a whole 
together with a description of the principal risks and uncertainties that 
they face and
•	 the annual report and financial statements taken as a whole are fair 
balanced and understandable and provide the information necessary 
for shareholders to assess the company’s performance business 
model and strategy
by order of the board
m a rk rollins   de rek ha rding
group chief executive group finance director
28 february 2014 28 february 2014
senior plc  ann ual repo rt  acco un ts 2013 56
s tatement of di recto rs’ r esponsibilities  opinion on financial statements of senio r plc in our opinion
•	 the financial statements give a true and fair view of the state of the 
group’s and of the parent company’s affairs as at 31 december 2013 
and of the group’s profit for the year then ended
•	 the group financial statements have been properly prepared in 
accordance with international financial reporting standards 
“ifrs” as adopted by the european union
•	 the parent company financial statements have been properly 
prepared in accordance with ifrs as adopted by the european union 
and as applied in accordance with the provisions of the companies 
act 2006 and
•	 the financial statements have been prepared in accordance with the 
requirements of the companies act 2006 and as regards the group 
financial statements article 4 of the ias regulation
the financial statements comprise the consolidated income 
statement the consolidated statement of comprehensive income the 
group and parent company balance sheets the group and parent 
company statements of changes in equity the group and parent 
company cash flow statements and the related notes 1 to 38 the 
financial reporting framework that has been applied in their preparation 
is applicable law and ifrs as adopted by the european union and as 
regards the parent company financial statements as applied in 
accordance with the provisions of the companies act 2006
g oing conce rn as required by the listing rules we have reviewed the directors’ 
statement on page 26 that the group is a going concern we confirm that
•	 we have concluded that the directors’ use of the going concern basis 
of accounting in the preparation of the financial statements is 
appropriate and
•	 we have not identified any material uncertainties that may cast 
significant doubt on the group’s ability to continue as a going concern
however because not all future events or conditions can be predicted 
this statement is not a guarantee as to the group’s ability to continue  
as a going concern
o u r assessment of r isks of mate rial misstatement the assessed risks of material misstatement described below are those 
that had the greatest effect on our audit strategy the allocation of 
resources in the audit and directing the efforts of the engagement team
risk h ow the scope of ou r au dit r espon de d to the r isk g oo dwill impair ment as outlined in the audit committee report on page 38 management 
recorded a £127m impairment charge against capo industries goodwill 
following under plan performance 
the carrying value of goodwill a material balance for the group relies 
on assumptions and judgements made by management which requires 
estimates concerning the estimated future cash flows associated 
discount rates and growth rates based on management’s view of  
future business prospects 
we challenged management’s assumptions used in the impairment 
model for goodwill described in note 13 to the financial statements 
including but not limited to
•	 the cash flow projections by considering the consistency of the 
forecasts with industry trends historical budgeting accuracy and 
comparing the estimated margins to other operating companies  
of a similar nature 
•	 discount rates by engaging our internal valuation specialists  
to review assumptions made against external market data 
•	 perpetuity rates by benchmarking against industry and gdp  
growth rates 
•	 sensitivities adopted and
•	 the impact of restructuring the capo industries business
w a rranty an d employee relate d p rovisions the group holds provisions in respect of warranty claims and workers’ 
compensation claims
these require significant management judgements around failure rates 
and estimated cost of repairs for warranty claims the workers’ 
compensation provision also uses actuarial development factors to 
determine the quantum of claims which are likely to arise in respect  
of past services but are not yet known to the company 
we evaluated and tested the key judgements made by management 
including reviewing underlying data behind failure rates average cost  
of repairs and comparing to the assumptions used to calculate the 
group’s estimate 
in addition we used our internal actuarial experts to assess the 
assumptions used in calculating the development factors for the 
workers’ compensation provision this involved creating an  
independent estimate of the provision and evaluating the valuation 
methodology applied
t ax p rovisions an d defe rre d tax r ecognition
as the group operates in a number of different tax jurisdictions 
judgement is required over the levels of tax provisions held at yearend 
principally in the us and uk which are the group’s most significant 
trading countries 
in addition to this deferred tax asset recognition depends on the future 
profitability of the company and therefore requires judgement over the 
level of the asset that can be recognised 
we assessed the tax position in conjunction with our internal tax 
experts in the local jurisdictions who have knowledge of local tax laws 
this included a review of prior year open computations assumptions 
made and related correspondence with the tax authorities 
we evaluated management’s judgements in respect of deferred tax 
assets by considering future forecasts of profitability past results  
length of forecast period and risk factors applied and used these to 
assess the probability that sufficient future taxable profits will arise
strategic report governance financial statements additional information
57 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom
ind epend ent au dito r’s r epo rt 
to the membe rs of senio r plc  risk h ow the scope of ou r au dit r espon de d to the r isk invento ry levels an d p rovisions inventory a material balance for the group requires a significant level  
of management judgement in determining an appropriate costing basis 
and assessing if this is lower than the net realisable value of the 
inventory on hand at year end
there are also judgements required in determining inventory provisions 
as these are based on forecast inventory usage and assessing if the 
provision level is adequate to cover any obsolescence 
we attended inventory counts at all significant locations and performed 
detailed substantive testing on a sample of items to assess the cost 
basis and realisable value of inventory
we compared the inventory provision to the group’s policy see n ote 2 
and challenged management’s judgement of the adequacy of this policy 
by performing a review of the level of provisions on an aggregate and by 
unit basis as well as understanding the levels of demand for significant 
items we investigated manual adjustment made to the mechanical 
application of the inventory provisioning policy and assessed whether 
they were valid and the appropriateness of the final provision
a cquisition accounting 
as outlined in the audit committee report on page 38 group 
management exercised judgement in determining their provisional 
valuation of the intangible assets and goodwill associated with the 
thermal engineering holding limited acquisition these judgements 
could have a material impact on the financial statements and as such  
this is a key audit risk
we evaluated and tested the acquisition accounting including using 
internal valuation experts in the consideration of the recognition and 
valuation of intangible assets and goodwill o ur audit procedures 
included but were not limited to agreeing the cash flow projections to 
supporting audit evidence on a sample basis assessing the 
appropriateness of the valuation methodology and discount rate applied 
and performing substantive testing on a sample of the underlying assets 
and liabilities of the business
the audit committee’s consideration of certain of these risks is set out 
on page 38
o ur audit procedures relating to these matters were designed in the 
context of our audit of the financial statements as a whole and not to 
express an opinion on individual accounts or disclosures o ur opinion  
on the financial statements is not modified with respect to any of the 
risks described above and we do not express an opinion on these 
individual matters
ou r application of mate riality we define materiality as the magnitude of misstatement in the financial 
statements that makes it probable that the economic decisions of a 
reasonably knowledgeable person would be changed or influenced  
we use materiality both in planning the scope of our audit work and  
in evaluating the results of our work
we determined materiality for the group to be £70m which is 
approximately 75 of pretax profit adjusted to exclude the impact  
of the impairment charge for capo industries and the release of the 
gamfg precision llc deferred consideration these items have been 
excluded in our determination of materiality as they are exceptional  
and nonrecurring 
we agreed with the audit committee that we would report to the 
committee all audit differences in excess of £140000 as well as 
differences below that threshold that in our view warranted reporting 
on qualitative grounds we also report to the audit committee on 
disclosure matters that we identified when assessing the overall 
presentation of the financial statements 
a n ove rview of the scope of ou r au dit o ur group audit was scoped by obtaining an understanding of the group 
and its environment including groupwide controls and assessing the 
risks of material misstatement at the group level based on that 
assessment we focused our group audit scope primarily on the audit 
work at 25 key operating locations 18 of these were subject to full 
scope audit procedures of which seven were performed through 
a combination of work completed by the local component auditors  
and work completed by the group team the other seven key  
operating locations were subject to specified audit procedures 
on certain balances 
together with the group functions which were also subject to  
full scope audit procedures the 25 locations represent the principal 
business units within the group’s two reportable segments and account 
for 94 of the group’s net assets 90 of the group’s revenue and 
full scope audit procedures 75
specified audit procedures 15
reviewed at group level 10
a u dit cove rage by site as a 
p ropo rtion of 2013 r evenue full scope audit procedures 80
specified audit procedures 12
reviewed at group level 8
a u dit cove rage by site as a 
p ropo rtion of 2013 p rofit befo re tax full scope audit procedures 79
specified audit procedures 15
reviewed at group level 6
a u dit cove rage by site as a 
p ropo rtion of 2013 net assets senior plc  ann ual repo rt  acco un ts 2013 58
i n depen dent au dito r’s r epo rt  
to the membe rs of s enio r plc continued  92 of the group’s profit before tax they were also selected to provide 
an appropriate basis for undertaking audit work to address the risks 
of material misstatement identified above o ur audit work at the 
25 locations was executed at levels of materiality applicable to each 
individual entity which were lower than group materiality 
at the parent entity level we also tested the consolidation process and 
carried out analytical procedures to confirm our conclusion that there 
were no significant risks of material misstatement of the aggregated 
financial information of the remaining components not subject to full 
scope audit procedures or specified audit procedures
the group audit team continued to follow a programme of planned visits 
that has been designed so that a senior member of the group audit 
team visits each of the locations where the group audit scope was 
focused at least once every three years in years when we do not visit a 
significant component we will include the component audit team in our 
team briefing discuss their risk assessment and review documentation 
of the findings from their work
opinion on othe r matte rs p resc ribe d by the  
c ompanies a ct 2006
in our opinion
•	 the part of the directors’ remuneration report to be audited 
has been properly prepared in accordance with the companies 
act 2006 and
•	 the information given in the strategic report and the directors’ 
report for the financial year for which the financial statements are 
prepared is consistent with the financial statements
m atte rs on which we a re r equi re d to r epo rt by exception ad equacy of explanations r eceive d an d accounting r eco rds under the companies act 2006 we are required to report to you if 
in our opinion
•	 we have not received all the information and explanations we require 
for our audit or
•	 adequate accounting records have not been kept by the parent 
company or returns adequate for our audit have not been received 
from branches not visited by us or
•	 the parent company financial statements are not in agreement with 
the accounting records and returns
we have nothing to report in respect of these matters
dir ector s’ r emune ration under the companies act 2006 we are also required to report if in our 
opinion certain disclosures of directors’ remuneration have not been 
made or the part of the directors’ remuneration report to be audited 
is not in agreement with the accounting records and returns we have 
nothing to report arising from these matters
c o rpo rate g ove rnance s tatement
under the listing rules we are also required to review the part of the 
corporate governance statement relating to the company’s compliance 
with nine provisions of the uk corporate governance code we have 
nothing to report arising from our review
o u r duty to r ea d othe r info rmation in the a nnual repo rt under international standards on auditing uk and ireland we are 
required to report to you if in our opinion information in the annual 
report is
•	 materially inconsistent with the information in the audited financial 
statements or
•	 apparently materially incorrect based on or materially inconsistent 
with our knowledge of the group acquired in the course of 
performing our audit or
•	 otherwise misleading
in particular we are required to consider whether we have identified any 
inconsistencies between our knowledge acquired during the audit and 
the directors’ statement that they consider the annual report is fair 
balanced and understandable and whether the annual report 
appropriately discloses those matters that we communicated to the 
audit committee which we consider should have been disclosed we 
confirm that we have not identified any such inconsistencies or 
misleading statements
respective r esponsibilities of d i recto rs an d au dito r
as explained more fully in the statement of directors’ responsibilities 
the directors are responsible for the preparation of the financial 
statements and for being satisfied that they give a true and fair view 
o ur responsibility is to audit and express an opinion on the financial 
statements in accordance with applicable law and international 
standards on auditing uk and ireland those standards require us  
to comply with the auditing practices board’s ethical standards for 
auditors we also comply with international standard on quality control 
1 uk and ireland o ur audit methodology and tools aim to ensure that 
our quality control procedures are effective understood and applied  
o ur quality controls and systems include our dedicated professional 
standards review team strategically focused second partner reviews 
and independent partner reviews
this report is made solely to the company’s members as a body 
in accordance with chapter 3 of part 16 of the companies act 2006 
o ur 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 auditor’s 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
s cope of the au dit of the financial statements an audit involves obtaining evidence about the amounts and disclosures 
in the financial statements sufficient to give reasonable assurance that 
the financial statements are free from material misstatement whether 
caused by fraud or error this includes an assessment of whether the 
accounting policies are appropriate to the group’s and the parent 
company’s circumstances and have been consistently applied and 
adequately disclosed the reasonableness of significant accounting 
estimates made by the directors and the overall presentation of the 
financial statements in addition we read all the financial and non
financial information in the annual report to identify material 
inconsistencies with the audited financial statements and to identify 
any information that is apparently materially incorrect based on or 
materially inconsistent with the knowledge acquired by us in the 
course of performing the audit if we become aware of any apparent 
material misstatements or inconsistencies we consider the implications 
for our report
gr egor y c ulshaw aca s enior statutor y au ditor  
fo r an d on behalf of deloitte llp chartered accountants and statutory auditor
southampton united kingdom
28 february 2014
strategic report governance financial statements additional information
59 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom n otes
year ended
2013
£m
year ended
2012
£m
c ontinuing operations
revenue 3 7751 7120
trading profit before oneoff items 1044 939
goodwill impairment 13 127 –
reversal of contingent consideration payable 38 –
restructuring costs 19 –
trading profit 5 936 939
loss on sale of fixed assets – 01
share of joint venture loss 03 01
o perating profit
1
933 937
investment income 7 02 03
finance costs 8 97 106
profit before tax
2
838 834
tax 10 124 168
profit for the period from continuing operations 714 666
discontinued operations
o perating profit 33 – 08
profit on disposal 33 – 25
profit for the period from discontinued operations 33 – 33
profit for the period 5 714 699
attributable to
equity holders of the parent 714 699
earnings per share
from continuing and discontinued operations
basic
3
 12 1722p 1711p
diluted
4
12 1700p 1669p
from continuing operations
basic 12 1722p 1630p
diluted 12 1700p 1590p
1
 adjusted operating profit 9 1076 1014
2
 adjusted profit before tax 9 981 911
3
 adjusted earnings per share 12 1900p 1775p
4
 adjusted and diluted earnings per share 12 1876p 1731p
 c onsoli date d statement of comp rehensive income fo r the yea r ended 31 d ecembe r 2013
year ended
2013
£m
year ended
2012
£m
profit for the period 714 699
o ther comprehensive income 
items that may be reclassified subsequently to profit and loss
lossesgains on cash flow hedges during the period 24 12
reclassification adjustments for losses included in profit and loss 15 08
lossesgains on cash flow hedges 09 20
exchange differences on translation of foreign operations 78 111
tax relating to items that may be reclassified 03 05
90 96
items that will not be reclassified subsequently to profit and loss
actuarial gainslosses on defined benefit pension schemes 43 123
tax relating to items that will not be reclassified 21 31
22 92
o ther comprehensive expense for the period net of tax 68 188
total comprehensive income for the period 646 511
attributable to
equity holders of the parent 646 511
senior plc  ann ual repo rt  acco un ts 2013 60
c onsolid ate d income statement fo r the yea r ended 31 d ecembe r 2013 n otes
group
year ended
2013
£m
group
year ended
2012
£m
c ompany
year ended
2013
£m
company
year ended
2012
£m
noncurrent assets
goodwill 13 2259 2201 – –
o ther intangible assets 14 166 187 02 02
investments in subsidiaries 15 – – 2599 2518
investment in joint venture 16 10 08 – –
property plant and equipment 17 1426 1348 02 02
deferred tax assets 22 70 125 – –
trade and other receivables 19 05 05 51 47
total noncurrent assets 3936 3874 2654 2569
current assets
inventories 18 994 912 – –
trade and other receivables 19 1143 1012 1340 1390
cash and cash equivalents 34c 531 445 01 23
total current assets 2668 2369 1341 1413
total assets 6604 6243 3995 3982
c urrent liabilities
trade and other payables 24 1274 1224 1114 1200
current tax liabilities 151 123 02 02
o bligations under finance leases 23 04 05 – –
bank overdrafts and loans 20 212 08 238 25
provisions 25 16 61 – –
total current liabilities 1657 1421 1354 1227
n oncurrent liabilities
bank and other loans 20 904 1136 904 1135
retirement benefit obligations 37 256 371 156 233
deferred tax liabilities 22 165 176 – –
o bligations under finance leases 23 03 05 – –
o thers 04 05 – –
total noncurrent liabilities 1332 1693 1060 1368
total liabilities 2989 3114 2414 2595
n et assets 3615 3129 1581 1387
equity
issued share capital 26 416 414 416 414
share premium account 27 138 137 138 137
equity reserve 28 52 38 52 38
hedging and translation reserve 29 136 46 03 03
retained earnings 30 3164 2596 997 811
o wn shares 31 19 10 19 10
equity attributable to equity holders of the parent 3615 3129 1581 1387
total equity 3615 3129 1581 1387
the financial statements of senior plc registered number 282772 were approved by the board of directors and authorised for issue on 
28 february 2014 they were signed on its behalf by
c ha rles b e rry de rek h a rding 
director director
strategic report governance financial statements additional information
61 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom
b alance sheets as at 31 d ecembe r 2013 a group all equity is attributable to equity holders of the parent
issued
share
 capital
£m
share
premium 
account
£m
equity
reserve
£m
 hedging
and
translation
reserve
£m
retained 
earnings
£m
o wn
shares
£m
total
equity
£m
balance at 1 january 2012 402 123 27 45 2166 – 2763
profit for the year 2012 – – – – 699 – 699
gains on cash flow hedges – – – 20 – – 20
exchange differences on translation of foreign operations – – – 111 – – 111
actuarial losses on defined benefit pension schemes – – – – 123 – 123
tax relating to components of other comprehensive income – – – – 26 – 26
total comprehensive income for the period – – – 91 602 – 511
issue of share capital 12 14 03 – – – 23
sharebased payment charge – – 20 – – – 20
tax relating to sharebased payments – – – – 14 – 14
purchase of shares held by employee benefit trust – – – – – 10 10
transfer to retained earnings – – 06 – 06 – –
dividends paid – – – – 164 – 164
balance at 31 december 2012 414 137 38 46 2596 10 3129
profit for the year 2013 – – – – 714 – 714
losses on cash flow hedges – – – 09 – – 09
exchange differences on translation of foreign operations – – – 78 – – 78
actuarial gains on defined benefit pension schemes – – – – 43 – 43
tax relating to components of other comprehensive income – – – 03 21 – 24
total comprehensive income for the period – – – 90 736 – 646
issue of share capital 02 01 02 – – – 01
sharebased payment charge – – 30 – – – 30
tax relating to sharebased payments – – – – 17 – 17
purchase of shares held by employee benefit trust – – – – – 09 09
transfer to retained earnings – – 14 – 14 – –
dividends paid – – – – 199 – 199
balance at 31 december 2013 416 138 52 136 3164 19 3615
b c ompany
all equity is attributable to equity holders of the company
issued
share 
capital
£m
share
premium 
account
£m
equity
reserve
£m
 hedging
and
translation
reserve
£m
retained 
earnings
£m
o wn
shares
£m
 
total
equity
£m
balance at 1 january 2012 402 123 27 03 710 – 1259
profit for the year 2012 – – – – 325 – 325
actuarial losses on defined benefit pension schemes – – – – 66 – 66
total comprehensive income for the period – – – – 259 – 259
issue of share capital 12 14 03 – – – 23
sharebased payment charge – – 20 – – – 20
purchase of shares held by employee benefit trust – – – – – 10 10
transfer to retained earnings – – 06 – 06 – –
dividends paid – – – – 164 – 164
balance at 31 december 2012 414 137 38 03 811 10 1387
profit for the year 2013 – – – – 352 – 352
actuarial gain on defined benefit pension schemes – – – – 19 – 19
total comprehensive income for the period – – – – 371 – 371
issue of share capital 02 01 02 – – – 01
sharebased payment charge – – 30 – – – 30
purchase of shares held by employee benefit trust – – – – – 09 09
transfer to retained earnings – – 14 – 14 – –
dividends paid – – – – 199 – 199
balance at 31 december 2013 416 138 52 03 997 19 1581
senior plc  ann ual repo rt  acco un ts 2013 62
s tatements of changes in equity fo r the yea r ended 31 d ecembe r 2013 n otes
group
year ended
2013
£m
group
year ended
2012
£m
c ompany
year ended
2013
£m
company
year ended
2012
£m
n et cash fromused in operating activities 34a 924 833 191 258
investing activities 
interest received 02 03 24 23
dividends received from subsidiaries – – 481 500
proceeds on disposal of property plant and equipment 09 01 – –
purchases of property plant and equipment 287 253 01 01
purchases of intangible assets 10 08 – 01
acquisition of thermal net of cash acquired of £02m 32 281 – – –
acquisition of atlas 32 24 – – –
acquisition of ga – 281 – –
investment in subsidiaries – – 81 –
proceeds on disposal of subsidiary – 45 – –
investment in joint venture 05 09 – –
n et cash used infrom investing activities 596 502 423 521
financing activities 
dividends paid 199 164 199 164
repayment of borrowings 02 02 – –
repayments of obligations under finance leases 05 06 – –
share issues 01 23 01 23
purchase of shares held by employee benefit trust 09 10 09 10
n et loans advanced to subsidiaries – – 50 130
n et cash inflow on forward contracts – – – 07
n et cash used in financing activities 214 159 257 274
n et increasedecrease in cash and cash equivalents 114 172 25 11
c ash and cash equivalents at beginning of period 439 285 02 09
effect of foreign exchange rate changes 22 18 – –
c ash and cash equivalents at end of period 34c 531 439 27 02
strategic report governance financial statements additional information
63 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom
c ash flow statements fo r the yea r ended 31 d ecembe r 2013 1 g ene ral info rmation
senior plc is a company incorporated in england and wales under 
the companies act the address of the registered office is given on 
the inside back cover the nature of the group’s operations and its 
principal activities are set out in n ote 4 and on pages 2 to 26
items included in the financial statements of each of the group’s entities 
are measured using the currency of the primary economic environment 
in which the entity operates the functional currency these financial 
statements are presented in pounds sterling which is the company’s 
functional and the group’s presentation currency
2 significant accounting policies b asis of accounting
these financial statements have been prepared in accordance with 
international financial reporting standards “ifrs” adopted by the 
european union and they therefore comply with article 4 of the eu ias 
regulation they have been prepared on the historical cost basis except 
for the revaluation of certain properties and financial instruments they 
have also been prepared on the going concern basis as set out in the 
financial review on pages 24 to 26 the directors have at the time of 
approving these financial statements a reasonable expectation that the 
group and company have adequate resources to continue in operational 
existence for the foreseeable future thus they continue to adopt 
the going concern basis of accounting in preparing these 
financial statements
in the current financial year the group and company have adopted  
the following standards and amendments
ifrs 7 amendments improves disclosure in netting arrangements 
associated with financial assets and financial liabilities this amendment 
does not represent a material impact on these financial statements
ifrs 13 defines fair value and replaces the requirements contained in 
individual accounting standards the standard does not change the 
requirements regarding which items should be measured or disclosed 
at fair value and as such has no material impact on these 
financial statements
ias 1 amendments improves how items of other income should be 
presented in the statement of other comprehensive income o ci o ther 
than having to separate items of o ci into items that may be reclassified 
subsequently to the profit or loss account and those that will not be 
reclassified to the profit or loss account these amendments do not 
materially impact these financial statements
ias 19 amendments changes the accounting and valuation of defined 
benefit plans and termination benefits the interest cost and expected 
return on plan assets has been replaced with a net interest charge on 
the net defined benefit liability and scheme running costs are now 
recognised within operating profit the amendments also enhance  
the disclosure requirements of defined benefit plans the impact of 
retrospectively applying the accounting changes is not considered  
to have a material impact on these financial statements and so the  
prior year results have not been restated if the changes were applied 
retrospectively as at 31 december 2012 the group’s and company’s 
profit before tax for 2012 would have increased by £07m the required 
enhanced disclosures are presented in these financial statements
ias 32 amendments addresses inconsistencies relating to the 
offsetting of financial assets and financial liabilities criteria this 
amendment does not represent a material impact on these 
financial statements
ias 36 amendments clarifies the disclosure requirements of changes 
made by the introduction of ifrs 13 the group has early adopted 
this standard
the annual improvements to ifrss 20092011 cycle incorporated 
necessary but nonurgent amendments to five international financial 
reporting standards the amendments most relevant to the group and 
company are
ias 1 “presentation of financial statements” amendments clarify the 
requirement for additional comparative information and do not represent 
a material impact on these financial statements
ias 34 “interim financial reporting” amendments clarify the disclosure 
requirements for segment information and fair value of financial 
instruments the interim financial statements as at 30 june 2013 
reflected these amendments where applicable
the remaining three amendments in the improvements to ifrss 2009 
– 2011 cycle do not currently impact these financial statements
the following amendments to standards and interpretations are also 
effective from the current financial year but currently do not impact 
these financial statements ifrs 1 amendments “government 
loans” and ifric 20 stripping costs in the production of a surface 
mine are currently not relevant to the group’s operations
at the date of authorisation of these financial statements the following 
standards and interpretations which have not been applied in these 
financial statements were in issue but not yet effective and in some 
instances not yet endorsed by the eu
ifrs 9 financial instruments the mandatory effective date will  
be no earlier than 1 january 2017
ifrs 10 consolidated financial statements effective for annual periods 
beginning on or after 1 january 2014 endorsed by the eu
ifrs 11 joint arrangements effective for annual periods beginning on 
or after 1 january 2014 endorsed by the eu
ifrs 12 disclosure of interests in o ther entities effective for annual 
periods beginning on or after 1 january 2014 endorsed by the eu
ifrs 10 ifrs 12 and ias 27 amendments investment entities 
effective for reporting periods beginning on or after 1 january 2014 
endorsed by the eu
ifrs 10 ifrs 11 and ifrs 12 consolidated financial statements joint 
arrangements and disclosure of interests in o ther entities – transition 
guidance effective for annual periods beginning on or after 1 january 
2014 endorsed by the eu
ias 19 amendments employee contributions effective for annual 
periods beginning on or after 1 july 2014
ias 27 separate financial statements effective for annual periods 
beginning on or after 1 january 2014 endorsed by the eu
ias 28 investments in associates and joint ventures effective for 
annual periods beginning on or after 1 january 2014 endorsed by 
the eu
ias 39 amendments n ovation of derivatives and continuation of 
hedge accounting effective for reporting periods beginning on or after 
1 january 2015 endorsed by the eu
ifric interpretation 21 levies effective for reporting periods beginning 
on or after 1 january 2014
senior plc  ann ual repo rt  acco un ts 2013 64
n otes to the financial statements  2 significant accounting policies continued
annual improvements to ifrss 2010–2012 cycle as published in 
december 2013 effective for annual periods beginning on or after 
1 july 2014
annual improvements to ifrss 2011–2013 cycle as published in 
december 2013 effective for annual periods beginning on or after 
1 july 2014
the directors anticipate that the adoption of these standards and 
interpretations in future period will not have a material impact on these 
financial statements except for additional disclosures when the 
relevant standards come into effect
the separate financial statements of the company are presented as 
required by the companies act 2006 as permitted by the act the 
separate financial statements have been prepared in accordance with 
ifrs they have been prepared on the historical cost basis except for 
the revaluation of certain financial instruments the principal accounting 
policies adopted are the same as those set out below except in respect 
of investments in subsidiaries which are stated at cost less where 
appropriate provisions for impairment
the company meets the definition of a qualifying entity under frs 100 
issued by the financial reporting council “frc” accordingly in the 
year ending 31 december 2014 the company intends to transition to 
reporting under frs 101 as issued by the frc the company intends to 
take advantage of the disclosure exemptions available under that 
standard any shareholder who objects to this proposal should write to 
the company secretary at the registered o ffice as set out at the back 
of the annual report  accounts 2013
the principal accounting policies under ifrs are set out below
b asis of consoli dation
the consolidated financial statements incorporate the financial 
statements of senior plc and the entities controlled by it its subsidiaries 
made up to 31 december control is achieved when senior plc has the 
power to govern the financial and operating policies of an invested entity 
so as to obtain benefits from its activities
acquisitions of subsidiaries and businesses are accounted for using 
the acquisition method the consideration transferred for each acquisition 
is the aggregate of the fair values at the date of exchange of assets 
transferred liabilities incurred or assumed and equity interests issued 
by the group the consideration transferred includes the fair value of any 
asset or liability resulting from a contingent consideration arrangement 
acquisitionrelated costs are expensed as incurred identifiable assets 
acquired and liabilities and contingent liabilities assumed are measured 
initially at their fair values at the acquisition date o n an acquisition by 
acquisition basis the group recognises any noncontrolling interest 
in the acquiree either at fair value or at the noncontrolling interest’s 
proportionate share of the acquiree’s net assets
the results of subsidiaries acquired or disposed of during the year are 
included in the consolidated income statement from the effective date 
of acquisition or up to the effective date of disposal as appropriate 
the results of joint ventures are accounted for using the equity 
accounting method
where necessary adjustments are made to the financial statements 
of subsidiaries to bring the accounting policies used into line with 
those used by the group
all intragroup transactions balances income and expenses are 
eliminated on consolidation
goo dwill goodwill arising on consolidation is measured as the excess of the 
consideration transferred the amount of any noncontrolling interest 
in the acquiree and the acquisition date fair value of any previous 
equity interest in the acquiree over the fair value of the group’s share 
of the identifiable net assets acquired it is recognised as an asset and 
reviewed for impairment at least annually any impairment is recognised 
immediately through the consolidated income statement and is not 
subsequently reversed
if the consideration transferred the amount of any noncontrolling 
interest in the acquiree and the acquisition date fair value of any previous 
equity interest in the acquiree is less than the fair value of the net assets 
acquired ie bargain purchase the difference is credited to the 
consolidated income statement in the period of acquisition
goodwill acquired in a business combination is allocated at acquisition 
to the cashgenerating units “cgus” that are expected to benefit from 
that business combination cgus to which goodwill has been allocated 
are tested for impairment annually or more frequently when there is 
an indication that the unit may be impaired if the recoverable amount 
of the cgu is less than its carrying amount the impairment loss is 
allocated first to reduce the carrying amount of any goodwill allocated 
to the cgu and then to the other assets of the unit pro rata on the 
basis of the carrying amount of each asset in the unit an impairment 
loss recognised for goodwill is not reversed in a subsequent period
o n disposal of a subsidiary associate or jointly controlled entity the 
attributable amount of goodwiii is included in the determination of the 
profit or loss on disposal
goodwill arising on acquisitions prior to the date of transition to ifrs  
has been retained at the previous uk gaap amount subject to being 
tested for impairment at that date goodwill written off to reserves 
under uk gaap prior to 1998 has not been reinstated and is not 
included in determining any subsequent profit or loss on disposal 
revenue r ecognition revenue is measured at the fair value of the consideration received or 
receivable and represents amounts receivable for goods and services 
provided in the normal course of business net of discounts vat and 
other salesrelated taxes
sales of goods are recognised when goods are delivered in accordance 
with the terms and conditions of the sale 
interest income is accrued on a time basis by reference to the principal 
outstanding and at the effective interest rate applicable
dividend income from investments is recognised when the shareholders’ 
legal rights to receive payment have been established
c onst ruction cont racts senior hargreaves limited which was disposed of on 16 o ctober  
2012 was the only operating company in the group to be involved in 
construction contracts
where the outcome of a construction contract can be estimated reliably 
revenue and costs are recognised by reference to the stage 
of completion of the contract activity at the balance sheet date this 
is normally calculated in accordance with the proportion that contract 
costs incurred for work performed to date bear to the estimated total 
contract costs except where this would not be representative of the 
stage of completion variations in contract work and claims are 
included to the extent it is highly probable that they will be recovered 
from the customer
where the outcome of a construction contract cannot be estimated 
reliably contract revenue is only recognised to the extent that contract 
costs incurred will probably be recoverable 
strategic report governance financial statements additional information
65 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 2 significant accounting policies continued
when it is probable that total contract costs will exceed total contract 
revenue the expected loss is recognised as an expense immediately
l easing
leases are classified as finance leases whenever the terms of the lease 
substantially transfer all the risks and rewards of ownership to the 
lessee all other leases are classified as operating leases
assets held under finance leases are recognised as assets of the 
group at their fair value or if lower at the present value of the minimum 
lease payments each determined at the inception of the lease the 
corresponding liability to the lessor is included in the balance sheet as 
a finance lease obligation lease payments are apportioned between 
finance charges and a reduction of the lease obligation in order to 
achieve a constant rate of interest on the remaining balance of the 
liability finance charges are charged directly to the income statement
rentals payable under operating leases are expensed on a straightline 
basis over the term of the relevant lease
benefits received and receivable as incentives to enter into an operating 
lease are also spread on a straightline basis over the lease term
f o reign cu rrencies transactions in currencies other than the functional currency are 
recorded at the rates of exchange prevailing on the date of the 
transaction at each balance sheet date monetary assets and liabilities 
that are denominated in foreign currencies are retranslated at the rates 
prevailing on the balance sheet date n onmonetary items carried at 
fair value that are denominated in foreign currencies are translated at 
the rates prevailing at the date when the fair value was determined 
n onmonetary items that are measured at historical cost in a foreign 
currency are not retranslated gains and losses arising on retranslation 
are included in net profit or loss for the period except for exchange 
differences arising on nonmonetary assets and liabilities where the 
changes in fair value are recognised directly in equity subject to 
meeting the requirements under ias 21
in order to hedge its exposure to certain foreign exchange risks the 
group enters into forward contracts see section below on derivative 
financial instruments and hedging for details of the group’s accounting 
policies in respect of such derivative financial instruments
o n consolidation the assets and liabilities of the group’s overseas 
operations are translated at exchange rates prevailing on the balance 
sheet date income and expense items are translated at the average 
exchange rates for the period exchange rate differences arising if 
any are classified as equity and transferred to the group’s translation 
reserve such translation differences are recognised as income or 
expense in the period in which the operation is disposed of
goodwill and fair value adjustments arising on the acquisition of a 
foreign entity are treated as assets and liabilities of the foreign entity 
and translated at the closing rate on the relevant balance sheet date
the exchange rates for the major currencies applied in the translation  
of results were as follows
average
 rates
2013
average
rates
2012
yearend
rates
2013
yearend
rates
2012
us dollar 157 159 166 163
euro 118 123 120 123
g ove rnment g rants government grants received for items of a revenue nature are 
recognised as income over the period necessary to match them with 
the related costs and are deducted in reporting the related expense
government grants relating to investment in property plant and 
equipment are deducted from the initial carrying value of the related 
capital asset
ope rating p rofit
o perating profit is stated before investment income and finance costs 
relating to external borrowings and retirement benefit obligations
retir ement benefit costs payments to defined contribution retirement plans are charged as an 
expense as they fall due payments made to statemanaged retirement 
benefit plans are dealt with as payments to defined contribution plans 
where the group’s obligations under the plans are equivalent to those 
arising in a defined contribution retirement plan
for defined benefit retirement plans the cost of providing benefits 
is determined using the projected unit method with full actuarial 
valuations being carried out on a triennial basis and updated at each 
balance sheet date actuarial gains and losses are recognised in 
full in the period in which they occur they are recognised outside 
the income statement and are presented in the statement of 
comprehensive income
past service cost is recognised immediately to the extent that the 
benefits are already vested o therwise it is amortised on a straightline 
basis over the period until the benefits become vested
the retirement benefit obligation recognised in the balance sheet 
represents the present value of the defined benefit obligation as 
adjusted for unrecognised past service costs and as reduced by the 
fair value of scheme assets any net asset resulting from this calculation 
is limited to the past service cost plus the present value of available 
refunds and reductions in future contributions to the plan
t axation
the tax currently payable is based on taxable profit for the year 
taxable profit differs from net profit as reported in the income 
statement because it excludes items of income or expense that are 
taxable or deductible in other years and it further excludes items that 
are never taxable or deductible the group’s liability for current tax 
is calculated using tax rates that have been enacted or substantively 
enacted by the balance sheet date
senior plc  ann ual repo rt  acco un ts 2013 66
n otes to the financial statement continued 2 significant accounting policies continued
deferred tax is the tax expected to be payable or recoverable on 
differences between the carrying amounts of assets and liabilities  
in the financial statements and the corresponding tax bases used 
in the computation of taxable profit and is accounted for using the 
balance sheet liability method deferred tax liabilities are generally 
recognised for all taxable temporary differences and deferred tax 
assets are recognised to the extent it is probable that taxable profits  
will be available against which deductible temporary differences can be 
utilised such assets and liabilities are not recognised if the temporary 
difference arises from goodwill or from the initial recognition other than 
in a business combination of other assets and liabilities in a transaction 
that affects neither the group’s taxable profit nor its accounting profit
deferred tax liabilities are recognised for taxable temporary differences 
arising on investments in subsidiaries and associates and interests in 
joint ventures except where the group is able to control the reversal 
of the temporary difference and it is probable that the temporary 
difference will not reverse in the foreseeable future
the carrying value of deferred tax assets is reviewed at each balance 
sheet date and reduced to the extent it is no longer probable that 
sufficient taxable profits will be available to allow all or part of the 
deferred tax asset to be recovered
deferred tax is calculated at the tax rates that are expected to apply 
in the period when the liability is settled or the asset is realised based  
on tax laws and rates that have been enacted at the balance sheet date 
deferred tax is charged or credited in the income statement except 
when it relates to items charged or credited directly to equity in which 
case the deferred tax is also dealt with in equity
pr ope rty plant an d equipment land and buildings held for use in the production or supply of goods 
or services or for administrative purposes are stated in the balance 
sheet at their historical cost or at modified historical cost being a 
revaluation undertaken in 1988 which has been taken as the effective 
cost on transition to ifrs land and buildings were revalued to fair  
value at the date of revaluation
the group does not intend to conduct annual revaluations
fixtures plant and equipment are stated at cost less accumulated 
depreciation and any recognised impairment loss
depreciation is charged to write off the cost of an asset on a straightline 
basis over the estimated useful life of the asset and is charged from the 
time an asset becomes available for its intended use annual rates are 
as follows
freehold land   nil
freehold buildings  2
improvements to   according to remaining lease term 
leasehold buildings 
plant and equipment 5–33
assets held under finance leases are depreciated over their expected 
useful lives on the same basis as owned assets or where shorter 
over the term of the relevant lease
the gain or loss arising on the disposal or retirement of an asset is 
determined as the difference between the sale proceeds and the 
carrying amount of the asset at disposal and is recognised in income
o the r intangible assets o ther intangible assets include computer software and customer 
relationships acquired in a business combination computer software 
is measured initially at purchase cost and the cost of customer 
relationships acquired in a business combination is generally based on 
fair market values intangible assets are amortised on a straightline 
basis over their estimated useful lives being between three and 
five years
i nte rnally gene rate d intangible assets – r esea rch an d 
development expen ditur e an internally generated intangible asset arising from the group’s 
development activities is recognised if all of the following conditions 
are met
i an asset is created that can be separately identified
ii  it is probable that the asset created will generate future economic 
benefits and
iii the development cost of the asset can be measured reliably
internally generated intangible assets are amortised on a straightline 
basis over their useful lives
development work is also carried out on a funded basis in such 
circumstances the costs are accumulated in inventory and are 
recognised when the related billings are made any amounts held 
in inventory are subject to normal inventory valuation principles 
o therwise expenditure on research and development activities 
is recognised as an expense in the period in which it is incurred
i mpai rment of tangible an d intangible assets 
exclu ding goo dwill at each balance sheet date the group reviews the carrying amounts 
of its tangible and intangible assets to determine whether there is 
any indication that those assets have suffered an impairment loss 
if any such indication exists the recoverable amount of the asset 
is estimated in order to determine the extent of the impairment loss 
if any where the asset does not generate cash flows that are 
independent from other assets the group estimates the recoverable 
amount of the cgu to which the asset belongs
the recoverable amount is the higher of the fair value less the costs 
to sell and the value in use in assessing the value in use the estimated 
future cash flows are discounted to their present value using a pretax 
discount rate that reflects current market assessments of the time value 
of money and the risks specific to the asset for which the estimates of 
future cash flows have not been adjusted
if the recoverable amount of an asset is estimated to be less than its 
carrying amount the carrying amount of the asset is reduced to its 
recoverable amount an impairment loss is recognised as an expense 
immediately unless the relevant asset is carried at a revalued amount  
in which case the impairment loss is treated as a revaluation decrease
strategic report governance financial statements additional information
67 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 2 significant accounting policies continued
where an impairment loss subsequently reverses the carrying amount 
of the asset is increased to the revised estimate of its recoverable 
amount so that the increased carrying amount does not exceed the 
carrying amount that would have been determined had no impairment 
loss been recognised for the asset in prior years a reversal of an 
impairment loss is recognised as income immediately unless the 
relevant asset is carried at a revalued amount in which case the 
reversal of the impairment loss is treated as a revaluation increase
i nvento ries inventories are stated at the lower of cost and net realisable value costs 
comprise direct materials and where applicable direct labour costs and 
an appropriate allocation of production overheads cost is calculated 
using the firstin firstout method n et realisable value represents the 
estimated selling price less the estimated costs of completion and the 
costs to be incurred in marketing selling and distribution
f inancial inst ruments financial assets and liabilities are recognised when the group becomes 
a party to the contractual provisions of the relevant instrument and 
derecognised when it ceases to be a party to such provisions
financial instruments are classified as cash and cash equivalents 
bank overdrafts and loans obligations under finance leases trade 
receivables trade payables deferred consideration receivable 
other receivables and other payables as appropriate
n onderivative financial assets are categorised as “loans and 
receivables” and nonderivative financial liabilities are categorised 
as “other financial liabilities” derivative financial assets and liabilities 
that are not designated and effective as hedging instruments are 
categorised as “financial assets at fair value through profit or loss” 
and “financial liabilities at fair value through profit or loss” respectively 
the classification depends on the nature and purpose of the financial 
assets and liabilities and is determined at the time of initial recognition
trade receivables
trade receivables do not carry any interest and are stated at their 
nominal value as reduced by appropriate allowances for estimated 
irrecoverable amounts these are recognised in the income statement 
when there is objective evidence that the asset is impaired significant 
financial difficulties of the debtor probability that the debtor will enter 
bankruptcy or financial reorganisation and default or delinquency in 
payments are considered indicators that the asset is impaired the 
carrying amount of the asset is reduced through the use of an allowance 
account when a trade receivable is considered uncollectible it is written 
off against the allowance account subsequent recoveries of amounts 
previously written off are credited against the allowance account 
changes in the carrying amount of the allowance account 
are recognised in the income statement
c ash and cash equivalents
cash and cash equivalents comprise cash at bank and other short
term highly liquid investments that are readily convertible to a known 
amount of cash and are subject to an insignificant risk of changes 
in value
n onderivative financial liabilities
n onderivative financial liabilities are stated at amortised cost using the 
effective interest method the effective interest method is a method 
of calculating the amortised cost of a financial liability and of allocating 
interest expense over the relevant period the effective interest rate is 
the rate that exactly discounts estimated future cash payments through 
the expected life of the financial liability or where appropriate a shorter 
period to the net carrying amount on inital recognition for borrowings 
their carrying value includes accrued interest payable as well as 
unamortised issue costs
equity instruments
equity instruments issued by the company are recorded at the value 
of the proceeds received net of direct issue costs
derivative financial instruments and hedging
the group’s activities expose it primarily to the financial risks of changes 
in foreign currency exchange rates and interest rates the group uses 
foreign exchange contracts and on occasion interest rate swap 
contracts to hedge these exposures the use of financial derivatives is 
governed by the group’s treasury policies as approved by the board of 
directors which provides written principles on the use of derivatives 
the group does not use derivative financial instruments for speculative 
purposes
certain derivative instruments do not qualify for hedge accounting 
these are categorised as at “fair value through profit or loss” and are 
stated at fair value with any resultant gain or loss recognised in the income 
statement
the group designates certain hedging instruments in respect of 
foreign currency risk as cash flow hedges at the inception of the hedge 
relationship the group documents the relationship between the hedging 
instrument and the hedged item along with its risk management 
objectives and strategy for undertaking various hedging transactions 
the group also documents both at hedge inception and on an ongoing 
basis whether the hedging instrument that is used in a hedging 
relationship is highly effective in offsetting changes in fair values or 
cash flows of the hedged item
changes in the fair value of derivative financial instruments that are 
designated and are effective as a cash flow hedge are recognised 
directly in equity and the ineffective portion is recognised immediately 
in the income statement if the cash flow hedge of a firm commitment 
or forecasted transaction results in the recognition of an asset or 
a liability then at the time the asset or liability is recognised the 
associated gains or losses on the derivative that had previously been 
recognised in equity are included in the initial measurement of the 
asset or liability for hedges that do not result in the recognition of 
an asset or a liability amounts deferred in equity are recognised in 
the income statement in the same period in which the hedged item 
affects net profit or loss
for an effective hedge of an exposure to changes in fair value the 
hedged item is adjusted for changes in fair value attributable to the risk 
being hedged with the corresponding entry in the income statement 
gains or losses from remeasuring the derivative are also recognised 
in the income statement if the hedge is effective these entries will 
offset in the income statement
notes to the fi na ncial stateme nt continued senior plc  ann ual repo rt  acco un ts 2013 68 2 significant accounting policies continued
changes in the fair value of derivative financial instruments that do not 
qualify for hedge accounting are recognised in the income statement 
as they arise
hedge accounting is discontinued when the hedging instrument 
expires or is sold terminated exercised or no longer qualifies for 
hedge accounting at that time any cumulative gain or loss on the 
hedging instrument recognised in equity is retained in equity until 
the forecasted transaction occurs if a hedged transaction is no 
longer expected to occur the net cumulative gain or loss recognised 
in equity is transferred to the income statement for the period
gains and losses accumulated in equity are recognised in the income 
statement on disposal of the foreign operation
provisions provisions are recognised when the group has a present obligation 
legal or constructive as a result of a past event it is probable that the 
group will be required to settle that obligation and a reliable estimate 
can be made of the amount of the obligation provisions are measured 
at the directors’ best estimate of the expenditure required to settle the 
obligation at the balance sheet date taking into account the risks and 
uncertainties surrounding the obligation they are not discounted to 
present value if the effect is not material
provisions for restructuring costs are recognised when the group 
has a detailed formal plan for the restructuring and the plan has been 
communicated to the affected parties provisions for the expected 
cost for warranty obligations under local sale of goods legislation 
are recognised at the date of sale of the relevant products
s ha rebase d payments
the group has applied the requirements of ifrs 2 sharebased 
payments 
the group has issued equitysettled and cashsettled sharebased 
payments to certain employees the fair value excluding the effect 
of nonmarketrelated conditions as determined at the grant date 
is expensed on a straightline basis over the vesting period based 
on the group’s estimate of the number of shares that will eventually 
vest and adjusted for the effect of nonmarketrelated conditions
fair value is measured by use of a blackscholes model for the share 
option plans and a binomial model for the share awards under the 
2005 long term incentive plan
the liability in respect of equitysettled amounts is included in equity 
whereas the liability in respect of cashsettled amounts is included 
in current and noncurrent liabilities as appropriate
cr itical accounting ju dgements an d key sou rces of 
estimation unce rtainty in the process of applying the group’s accounting policies 
management has made a number of judgements estimates and 
assumptions concerning the future are also made by the group 
these are continually evaluated and are based on historical 
experience and other factors that are considered to be relevant 
the resulting accounting estimates will by definition seldom 
equal the related actual results
the key assumptions concerning the future and other key sources of 
estimation uncertainty and judgements at the balance sheet date that 
have a significant risk of causing a material adjustment to the carrying 
amounts of assets and liabilities within the next financial year are 
as follows
goodwill
the group reviews the carrying values of its goodwill balances by 
carrying out impairment tests at least on an annual basis these tests 
require estimates to be made of the value in use of its cgus which are 
dependent on estimates of future cash flows and longterm growth 
rates of the cgus the carrying amount of goodwill at 31 december 
2013 was £2259m 2012 – £2201m further details on these 
estimates are set out in n ote 13
fair value of intangible assets acquired on acquisition
o n acquisition of a business the group reviews the potential for 
recognising intangible assets and to date has recognised amounts in 
respect of customer relationships acquired the fair values of these 
intangible assets are dependent on estimates of attributable future 
revenues profitability and cash flows the carrying amount at 
31 december 2013 of intangible assets in respect of customer 
relationships acquired was £143m 2012 – £167m
income taxes
in determining the group provisions for income tax and deferred tax 
it is necessary to consider transactions in a small number of key tax 
jurisdictions for which the ultimate tax determination is uncertain 
to the extent that the final outcome differs from the tax that has 
been provided adjustments will be made to income tax and deferred 
tax provisions held in the period the determination is made the 
carrying amount of net current tax liability and deferred tax liability 
at 31 december 2013 was £145m 2012 – £120m and £95m 
2012 – £51m respectively further details on these estimates 
are set out in n otes 10 and 22
retirement benefit obligations
the asset or liability recognised in respect of retirement benefit 
obligations is dependent on a number of estimates including those 
relating to mortality inflation salary increases and the rate at which 
liabilities are discounted any change in these assumptions would 
impact the retirement benefit obligation recognised the carrying 
amount of retirement benefit obligations at 31 december 2013 was a 
liability of £256m 2012 – £371m further details on these estimates 
are set out in n ote 37
3 revenue
an analysis of the group’s revenue is as follows
year ended
2013
£m
year ended
2012
£m
sales of goods – continuing operations 7751 7120
sales of goods – discontinued operations – 57
revenue from construction contracts – 
discontinued operations – 121
7751 7298
strategic report governance financial statements additional information
69 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 4 segment info rmation
the group reports its segment information as two operating divisions according to the market segments they serve aerospace and flexonics 
for management purposes the aerospace division is managed as two subdivisions aerostructures and fluid systems in order to enhance 
management oversight however these are aggregated as one reporting segment in accordance with ifrs 8 the flexonics division is managed 
as a single division
the accounting policies of the reportable segments are the same as the group’s accounting policies described in n ote 2 and sales between 
segments are carried out at arm’s length adjusted operating profit as described in n ote 9 is the key measure reported to the group’s executive 
committee for the purpose of resource allocation and assessment of segment performance investment income finance costs and tax are not 
allocated to segments as this type of activity is driven by the central tax and treasury function
segment assets include directly attributable computer software assets property plant and equipment and working capital assets goodwill 
intangible customer relationships cash deferred and current tax and other financial assets except for working capital are not allocated to 
segments for the purposes of reporting financial performance to the group’s executive committee
segment liabilities include directly attributable working capital liabilities debt finance leases retirement benefit obligations deferred and current 
tax and other financial liabilities except for working capital are not allocated to segments for the purposes of reporting financial performance to 
the group’s executive committee
segment information for revenue operating profit and a reconciliation to entity net profit is presented below
aerospace
year ended
2013
£m
flexonics 
year ended
2013
£m
eliminations
central
costs
year ended
2013
£m
total 
year ended
2013
£m
aerospace
year ended
2012
£m
flexonics 
year ended
2012
£m
eliminations
central
costs
year ended
2012
£m
total
year ended
2012
£m
continuing operations
external revenue 5061 2690 – 7751 4703 2417 – 7120
intersegment revenue 05 03 08 – 02 03 05 –
total revenue 5066 2693 08 7751 4705 2420 05 7120
continuing adjusted trading profit 765 404 90 1079 721 373 87 1007
share of joint venture loss – 03 – 03 – 01 – 01
continuing adjusted operating profit 765 401 90 1076 721 372 87 1006
loss on sale of fixed assets – – – – – 01 – 01
exceptional pension creditcharge – – 11 11 – – 19 19
reversal of contingent consideration 
payable – 38 – 38 – – – –
impairment of goodwill 127 – – 127 – – – –
restructuring costs 19 – – 19 – – – –
amortisation of intangible assets 
from acquisitions 30 12 – 42 41 02 – 43
acquisition costs 04 – – 04 – 06 – 06
o perating profit 585 427 79 933 680 363 106 937
investment income 02 03
finance costs 97 106
profit before tax 838 834
tax 124 168
profit for the period from continuing 
operations 714 666
discontinued operations
o perating profit – 08
profit on disposal – 25
profit for the period from 
discontinued operations – 33
profit after tax and discontinued 
operations 714 699
continuing operations adjusted 
operating profit 1076 1006
discontinued operations adjusted 
operating profit – 08
adjusted operating profit 
see n ote 9 1076 1014
notes to the fi na ncial stateme nt continued senior plc  ann ual repo rt  acco un ts 2013 70 4 segment info rmation continued
segment information for assets liabilities additions to noncurrent assets and depreciation and amortisation is presented below
assets
year ended
2013
£m
year ended
2012
£m
aerospace 2515 2195
flexonics 1037 1074
corporate 23 18
segment assets for reportable segments 3575 3287
unallocated
goodwill 2259 2201
intangible customer relationships 143 167
cash 531 445
deferred and current tax 76 128
o thers 20 15
total assets per balance sheet 6604 6243
liabilities
year ended
2013
£m
year ended
2012
£m
aerospace 746 633
flexonics 373 418
corporate 141 211
segment liabilities for reportable segments 1260 1262
unallocated
debt 1116 1144
finance leases 07 10
deferred and current tax 316 299
retirement benefit obligations 256 371
o thers 34 28
total liabilities per balance sheet 2989 3114
additions to
noncurrent
assets
year ended
2013
£m
additions to
noncurrent
assets
year ended
2012
£m
depreciation
and
amortisation
year ended
2013
£m
depreciation
and
amortisation
year ended
2012
£m
aerospace 217 164 170 176
flexonics 78 94 93 72
subtotal continuing operations 295 258 263 248
unallocated corporate amounts 02 02 02 01
discontinued operations – 01 – 02
total 297 261 265 251
the group’s revenues from its major products and services is presented below
year ended
2013
£m
year ended
2012
£m
aerospace – structures 3052 2827
aerospace – fluid systems 2009 1876
aerospace total 5061 4703
land vehicles 1523 1289
industrial and others 1167 1128
flexonics total 2690 2417
group continuing 7751 7120
discontinued – 178
group total 7751 7298
included in revenues arising from the aerospace segment are revenues of approximately £852m 2012 – £687m which arose from sales to the 
group’s largest customer and revenues of approximately £841m 2012 – £731m which arose from sales to the group’s second largest customer
strategic report governance financial statements additional information
71 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 4 segment info rmation continued
g eog raphical info rmation
the group’s operations are located principally in n orth america and europe
the following table provides an analysis of the group’s sales by geographical market irrespective of the origin of the goodsservices the carrying 
values of segment noncurrent assets are analysed by the geographical area in which the assets are located
sales
revenue
year ended
2013
£m
sales
revenue
year ended
2012
£m
segment
noncurrent
assets
year ended
2013
£m
segment
noncurrent
assets
year ended
2012
£m
usa 4056 3722 2334 2512
uk 1291 1100 1116 870
rest of the world 2404 2298 416 367
subtotal continuing operations 7751 7120 3866 3749
unallocated amounts – – 70 125
discontinued operations – 178 – –
total 7751 7298 3936 3874
the unallocated amounts on noncurrent assets relate to deferred tax assets
5 tr a ding p rofit an d p rofit fo r the pe rio d
trading profit for continuing operations can be analysed as follows
year ended
2013
£m
year ended
2012
£m
revenue 7751 7120
cost of sales 5785 5302
gross profit 1966 1818
distribution costs 42 33
administrative expenses 988 846
trading profit 936 939
trading profit for the period continuing and discontinued has been arrived at after chargingcrediting
year ended
2013
£m
year ended
2012
£m
n et foreign exchange losses 27 11
research and development costs 129 128
depreciation of property plant and equipment 216 201
amortisation of intangible assets included in administration expenses 49 50
cost of inventories recognised as expense 5785 5448
provision for impairment for doubtful receivables 05 01
staff costs see n ote 6 2231 2109
government grants received – 01
all research and development costs were expensed during the year
 
notes to the fi na ncial stateme nt continued senior plc  ann ual repo rt  acco un ts 2013 72 5 tr a ding p rofit an d p rofit fo r the pe rio d continued
the analysis of the auditor’s remuneration is as follows
year ended
2013
£m
year ended
2012
£m
fees payable to the company’s auditor and their associates for the audit of the company’s annual accounts 01 01
fees payable to the company’s auditor and their associates for other services to the group
– the audit of the company’s subsidiaries 05 05
total audit fees 06 06
– taxation compliance services – 01
– o ther taxation advisory services 01 01
– corporate finance services – 03
total nonaudit fees 01 05
fees payable to deloitte llp and their associates for nonaudit services to the company are not required to be disclosed because the consolidated 
financial statements are required to disclose such fees on a consolidated basis in 2012 fees payable for corporate finance services relate to 
services provided in respect of potential acquisitions
details of the company’s policy on the use of auditors for nonaudit services the reasons why the auditor was used rather than another supplier 
and how the auditor’s independence and objectivity were safeguarded are set out in the audit committee report on pages 36 to 39 n o services 
were provided pursuant to contingent fee arrangements
6 s taff costs the average monthly number of employees including directors was
group
year ended
2013
number
group
year ended
2012
n umber
production 5441 5198
distribution 43 57
sales 292 318
administration 586 508
6362 6081
year ended
2013
£m
year ended
2012
£m
their aggregate remuneration comprised
wages and salaries 1895 1777
social security costs 230 217
o ther pension costs – defined contribution see n ote 37a 62 54
o ther pension costs – defined benefit see n ote 37e 20 19
sharebased payments see n ote 36 35 23
aggregate remuneration 2242 2090
exceptional pension creditcharge see n ote 37 11 19
total 2231 2109
strategic report governance financial statements additional information
73 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 7 i nvestment income year ended
2013
£m
year ended
2012
£m
interest on bank deposits 02 03
total income 02 03
the company earned investment income of £22m 2012 – £21m on financial assets all of which relate to the “loans and receivables” category
8 f inance costs year ended
2013
£m
year ended
2012
£m
interest on bank overdrafts and loans 04 04
interest on other loans 79 76
n et finance cost of retirement benefit obligations n ote 37e 14 26
total finance costs 97 106
the company incurred finance costs of £98m 2012 – £101m on financial liabilities all of which relate to the “o ther financial liabilities” category
9 ad juste d ope rating p rofit an d a djuste d p rofit befo re tax the provision of adjusted operating profit and adjusted profit before tax derived in accordance with the table below has been included to identify 
the performance of operations from the time of acquisition or until the time of disposal prior to the impact of gains or losses arising from the sale 
of fixed assets amortisation of intangible assets acquired on acquisitions reversal of contingent consideration payable impairment charges 
restructuring costs exceptional pension credit or charge gains or losses from disposal of operations and acquisition costs 
year ended
2013
£m
year ended
2012
£m
o perating profit from continuing operations 933 937
o perating profit from discontinued operations – 08
o perating profit 933 945
loss on sale of fixed assets – 01
exceptional pension creditcharge 11 19
reversal of contingent consideration payable 38 –
impairment of goodwill 127 –
restructuring costs 19 –
amortisation of intangible assets from acquisitions 42 43
acquisition costs 04 06
adjustments to operating profit 143 69
adjusted operating profit 1076 1014
profit before tax from continuing operations 838 834
profit before tax from discontinued operations – 33
profit before tax 838 867
adjustments to profit as above before tax 143 69
profit on disposal of discontinued operations – 25
adjustments to profit before tax 143 44
adjusted profit before tax 981 911
notes to the fi na ncial stateme nt continued senior plc  ann ual repo rt  acco un ts 2013 74 10 t ax cha rge year ended
2013
£m
year ended
2012
£m
current tax
current year 126 144
adjustments in respect of prior periods 37 07
89 151
deferred tax n ote 22
current year 03 37
adjustments in respect of prior periods 32 20
35 17
124 168
attributable to
continuing operations 124 168
the finance act 2013 which provides for a reduction in the main rate of corporation tax from 23 to 21 effective from 1 april 2014 and to 20 
effective from 1 april 2015 was substantively enacted on 2 july 2013 these rate reductions have been reflected in the calculation of uk deferred 
tax at the balance sheet date 
uk corporation tax is calculated at an effective rate of 2325 2012 – 245 of the estimated assessable profit for the year
taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions
the charge for the year on profit from continuing operations can be reconciled to the profit per the consolidated income statement as follows
year ended
2013
£m
year ended
2013

year ended
2012
£m
year ended
2012

profit before tax from continuing operations 838 834
tax at the uk corporation tax rate of 2325 2012 – 245 194 204
tax effect of incomeexpenses that are nontaxabledeductible in determining 
 taxable profit 77 88
tax effect of unrelieved tax losses 03 02
tax effect of movements in temporary differences not previously recognised 07 05
deferred tax expense resulting from a reduction in tax rate 06 –
effect of different tax rates of subsidiaries operating in other jurisdictions 16 68
adjustments to tax charge in respect of prior periods 05 13
tax expense and effective tax rate for the year 124 148 168 201
strategic report governance financial statements additional information
75 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 10 t ax cha rge continued
in addition to the amount charged to the consolidated income statement the following amounts relating to tax have been recognised directly in 
other comprehensive income
year ended
2013
£m
year ended
2012
£m
current tax
items that may be reclassified subsequently to profit or loss
exchange differences on translation of foreign operations 01 –
deferred tax
items that will not be reclassified subsequently to profit or loss
tax on actuarial gainslosses 15 31
effect of change in tax rate  
items that may be reclassified subsequently to profit or loss
06 –
exchange differences on translation of foreign operations 02 –
tax recovery – 05
total tax recognised directly in other comprehensive income 24 26
current tax 01 –
deferred tax n ote 22 23 26
24 26
in addition to the amount charged to the consolidated income statement and other comprehensive income the following amounts relating to tax 
have been recognised directly in equity
year ended
2013
£m
year ended
2012
£m
current tax
excess tax deductions related to sharebased payments on exercised options 05 34
deferred tax
excess tax deductions related to sharebased payments on exercised options 03 –
change in estimated excess tax deductions related to sharebased payments 09 48
total tax recognised directly in equity 17 14
11 divi den ds year ended
2013
£m
year ended
2012
£m
amounts recognised as distributions to equity holders in the period
final dividend for the year ended 31 december 2012 of 327p 2011 – 265p per share 136 107
interim dividend for the year ended 31 december 2013 of 152p 2012 – 138p per share 63 57
199 164
proposed final dividend for the year ended 31 december 2013 of 360p 2012 – 327p per share 150 135
the proposed final dividend is subject to approval by shareholders at the annual general meeting 2014 and has not been included as a liability in 
these financial statements
notes to the fi na ncial stateme nt continued senior plc  ann ual repo rt  acco un ts 2013 76 12 e a rnings pe r sha re the calculation of the basic and diluted earnings per share is based on the following data
 
n umber of shares
year ended
2013
million
year ended
2012
million
weighted average number of ordinary shares for the purposes of basic earnings per share 4147 4085
effect of dilutive potential ordinary shares
share options 54 103
weighted average number of ordinary shares for the purposes of diluted earnings per share 4201 4188
year ended 2013 year ended 2012
earnings and earnings per share
earnings
£m
eps
pence
earnings
£m
eps
pence
profit for the period from continuing operations 714 1722 666 1630
profit for the period from discontinued operations – – 33 081
profit for the period from continuing and discontinued operations 714 1722 699 1711
adjust
amortisation of intangible assets from acquisitions net of tax of £14m 2012 – £16m 28 067 27 066
acquisition costs net of tax of £nil 2012 – £01m 04 010 05 012
reversal of contingent consideration payable net of tax of £nil 2012 – £nil 38 092 – –
goodwill impairment charge net of tax of £51m 2012 – £nil 76 183 – –
loss on sale of fixed assets net of tax of £nil 2012 – £01m – – – –
exceptional pension creditcharge net of tax of £04m 2012 – £nil 07 017 19 047
profit on disposal of discontinued operations – – 25 061
restructuring costs net of tax of £08m 2012 – £nil 11 027 – –
adjusted earnings after tax 788 1900 725 1775
earnings per share
– basic from continuing operations 1722p 1630p
– basic from continuing and discontinued operations 1722p 1711p
– diluted from continuing operations 1700p 1590p
– diluted from continuing and discontinued operations 1700p 1669p
– adjusted 1900p 1775p
– adjusted and diluted 1876p 1731p
the effect of dilutive shares on the earnings for the purposes of diluted earnings per share is £nil 2012 – £nil
the denominators used for all basic diluted and adjusted earnings per share are as detailed in the “n umber of shares” table above
the provision of an adjusted earnings per share derived in accordance with the table above has been included to identify the performance 
of operations from the time of acquisition or until the time of disposal prior to the impact of the following items
– gains or losses arising from the sale of fixed assets
– amortisation of intangible assets acquired on acquisitions
– exceptional pension credit or charge
– profit on disposal of discontinued operations
– acquisition costs
– reversal of contingent consideration payable
– impairment charges and
– restructuring costs
strategic report governance financial statements additional information
77 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 13 g oo dwill group
year ended
2013
£m
group
year ended
2012
£m
c ost 
at 1 january 2284 2186
exchange differences 33 80
increases see n ote 32 03 01
recognised on acquisition of subsidiaries see n ote 32 207 177
at 31 december 2461 2284
accumulated impairment losses
at 1 january 83 87
impairment charge in the year 127 –
exchange differences 08 04
at 31 december 202 83
c arrying amount at 31 december 2259 2201
goodwill acquired in a business combination is allocated at acquisition to the cgus that are expected to benefit from that business combination 
as noted in the strategic report on pages 2 to 3 the aerospace division consists of 19 operations and the flexonics division consists of 12 
operations each of these operations is considered to be a separate cgu goodwill has been allocated to 19 of these individual cgus – 13 in 
aerospace and six in flexonics the table below highlights the carrying amount of goodwill allocated to the cgus that are considered significant 
in comparison with the total carrying amount of goodwill where the carrying amount of goodwill allocated to a cgu is individually not considered 
significant it is aggregated in the table below the carrying amount of goodwill of the aggregated aerospace cgus is considered significant and 
the recoverable amounts for these units are based principally on the same key assumptions
group
year ended
2013
£m
group
year ended
2012
£m
aerospace
– capo industries 153 279
– amt 324 330
– weston 276 276
– jet products 155 158
– connecticut 126 128
– bwt and atlas 167 150
– bird bellows 120 120
– thermal 190 –
– o ther aerospace cgus 268 270
1779 1711
flexonics
– pathway 214 218
– ga 174 174
– o ther flexonics cgus 92 98
480 490
total 2259 2201
the group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired the 2013 goodwill 
impairment review was undertaken as at 31 december 2013 with an additional review performed at capo industries as at 30 june 2013 as noted 
below the recoverable amounts of all the cgus are determined from value in use calculations the calculations use cash flow forecasts derived 
from the most recent financial budgets and forecasts per individual unit as approved by management for the next three years for all the cgus  
a detailed budget that covers the next financial year is used and for some cgus this is supplemented by forecasts of performance for the two 
years after that these forecasts where appropriate take account of the current economic environment as set out in the strategic report on 
pages 1 to 27 cash flows thereafter have been extrapolated based on estimated growth rates these growth rates do not exceed independently 
sourced estimated longterm average growth rates for the relevant markets the cash flow forecasts for each cgu have also been adjusted to 
reflect risks specific to each cgu the pretax rate used to discount the forecast cash flows for all cgus is 105 2012 – 108 this is based 
on the group’s weighted average pretax cost of capital and is the measurement used by management in assessing investment appraisals
notes to the fi na ncial stateme nt continued senior plc  ann ual repo rt  acco un ts 2013 78 13 g oo dwill continued
the key assumptions used in the value in use calculations for all aerospace cgus are the forecast build rates for aircraft forecast gross margins 
and longterm average forecast growth rates forecast build rates for aircraft are in line with market forecasts and guidance available from 
manufacturers such as boeing and airbus forecast gross margins are set individually by each cgu and reflect past experience notably the most 
recently achieved margins but also factor in continuing efficiency improvements to counteract inflationary increases in underlying costs cash 
flows extrapolated beyond the initial forecast period of three years are based on growth rates of 25 per annum which does not exceed the 
longterm average growth rate forecasts for the aerospace market as included in market outlooks from boeing and airbus management believes 
that any reasonably possible change in any of the key assumptions would not cause the carrying amount of amt weston jet products 
connecticut bwt and atlas bird bellows thermal and all other aggregated aerospace cgus to exceed the recoverable amount of those units 
and aggregated units respectively
as noted in the group’s interim report 2013 capo industries has been impacted by the subdued business jet market since 2008 and taking into 
account that the anticipated recovery in this and the regional jet engine markets has not yet materialised and expectations for future operating 
margins are consequently lower an impairment review for this cgu was performed at 30 june 2013 the recoverable amount was determined 
from a value in use calculation the calculation used the cash flow forecasts derived from the most recent forecasts at the time as approved  
by management for the next five years and cash flows thereafter were extrapolated based on estimated growth rates that did not exceed 
independently sourced estimated longterm average growth rates for the aerospace industry different probability weighted scenarios where the 
compound annual sales growth over the initial fiveyear period ranged from management’s base case of 181 to 36 were considered beyond 
this combined fiveyear period cash flows were projected to grow at a compound annual growth rate of 36 from 2019 to 2031 with reference 
to boeing and bombardier 20year market projections and 25 per annum thereafter the pretax rate used to discount the forecast cash flows 
was 108 as at 30 june 2013 before impairment testing goodwill of £299m was allocated to capo industries within aerospace as a result of 
the impairment test noted above an impairment loss of £127m was recognised against capo industries goodwill leaving a balance of £153m 
at 31 december 2013 after taking account of foreign exchange movements this impairment loss has been included within trading profit in the 
consolidated income statement
as at 31 december 2013 a further impairment review has been performed for this cgu with projections for the initial forecast period being 
expanded a further two years beyond the initial forecast period of three years to reflect the mediumterm plan of management to recover from this 
downturn in the market different scenarios where the compound annual sales growth over the initial fiveyear period varies from management’s 
base case of 175 to 37 have been considered beyond this combined fiveyear period cash flows are projected to grow at a compound annual 
growth rate of 37 from 2019 to 2032 in line with boeing and bombardier 20year market projections and 25 per annum thereafter as noted 
above the recoverable amount of capo industries at 31 december 2013 is £229m as noted in the financial review on page 26 further cost 
savings are anticipated following the restructuring of capo industries with ketema and as such management believes that any reasonable possible 
change in any of the key assumptions would not cause the carrying amount of capo industries to exceed its recoverable amount
the key assumptions used in the value in use calculations for pathway and ga are the forecast orders and forecast gross margins forecast orders 
are based on the orders secured and quote activity at the time of setting the budget and also reflect past experience with the buildup of orders 
and quote success rates forecast gross margins reflect past experience notably the most recently achieved margins but also factor in expected 
efficiency improvements to counteract inflationary increases in underlying costs management believes that any reasonable possible change in the 
key assumptions would not cause the carrying amount of pathway or ga to exceed its recoverable amount o ther than as  
noted for ga no significant goodwill is associated with cgus operating in land vehicle markets
an impairment charge of £127m has been recognised in 2013 2012 – £nil
14 o the r intangible assets group
year ended
2013
c ustomer
relationships
£m
group
year ended
2013
computer
software
£m
group 
year ended
2013
total
£m
group
year ended
2012
customer
relationships
£m
group
year ended
2012
computer
software
£m
group 
year ended
2012
total
£m
c ompany
year ended
2013
computer
software
£m
company
year ended
2012
computer
software
£m
c ost
at 1 january 449 95 544 401 95 496 04 03
additions – 10 10 – 08 08 – 01
disposals – 03 03 – 05 05 01 –
acquired on acquisition of subsidiaries 18 – 18 63 – 63 – –
exchange differences 05 02 07 15 03 18 – –
at 31 december 462 100 562 449 95 544 03 04
amortisation
at 1 january 282 75 357 252 75 327 02 01
charge for the year 42 07 49 43 07 50 – 01
disposals – 03 03 – 05 05 01 –
exchange differences 05 02 07 13 02 15 – –
at 31 december 319 77 396 282 75 357 01 02
c arrying amount at 31 december 143 23 166 167 20 187 02 02
strategic report governance financial statements additional information
79 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 14 o the r intangible assets continued
the carrying amount of the group’s customer relationships includes an amount of £47m in respect of customer contracts acquired as part 
of the acquisition of ga in 2012 and £17m in respect of customer contracts acquired as part of the acquisition of thermal in 2013 these are 
being amortised over five years and two months and three years from the date of acquisition respectively
in addition the carrying amount of the group’s customer relationships includes amounts of £79m 2012 – £106m and £nil 2012 – £02m 
in respect of customer contracts acquired as part of the acquisitions of weston and damar in 2011 these are being amortised over five years 
and 28 years from the date of acquisition respectively
15 i nvestments in subsi diar ies a list of the significant investments in subsidiaries including the name country of incorporation and proportion of ownership interest is given on 
page 105
c ompany
year ended
2013
£m
company
year ended
2012
£m
at 1 january 2518 2518
additional investment in subsidiaries 81 –
at 31 december 2599 2518
16 i nvestment in joint ventu re the group has a 49 interest in senior flexonics technologies wuhan limited a jointly controlled entity incorporated in china which was  
set up in 2012
the results of the joint venture are accounted for using equity accounting
the group’s investment of £10m represents the group’s share of the joint venture’s net assets as at 31 december 2013
the following amounts represent the aggregate amounts relating to the revenue and expenses and assets and liabilities of senior flexonics 
technologies wuhan limited for the years ended 31 december 2013 and 31 december 2012
2013
£m
2012
£m
revenue – –
expenses 06 01
loss 06 01
total assets 25 18
total liabilities 04 01
n et assets 21 17
group’s share of loss 03 01
group’s share of net assets 10 08
notes to the fi na ncial stateme nt continued senior plc  ann ual repo rt  acco un ts 2013 80 17 pr ope rty plant an d equipment a gr oup 
year ended
2013
freehold
land and
buildings
£m
year ended
2013
l easehold
land and
buildings
£m
year ended
2013
plant
and
equipment
£m
year ended
2013
total
£m
year ended
2012
freehold
land and
buildings
£m
year ended
2012
leasehold
land and
buildings
£m
year ended
2012
plant
and
equipment
£m
year ended
2012
total
£m
c ost or valuation
at 1 january 600 17 2676 3293 612 20 2602 3234
additions 16 – 271 287 16 – 237 253
acquired on acquisition of subsidiaries 35 – 10 45 07 – 95 102
exchange differences 06 – 78 84 22 01 114 137
disposals – – 79 79 01 01 99 101
disposed of on disposal of subsidiary – – – – 12 01 45 58
fully depreciated assets 12 – 55 67 – – – –
at 31 december 657 17 2855 3529 600 17 2676 3293
accumulated depreciation 
and impairment
at 1 january 191 13 1741 1945 182 14 1774 1970
charge for the year 16 01 199 216 17 01 183 201
exchange differences 04 – 51 55 04 01 79 84
eliminated on disposals – – 70 70 01 01 97 99
eliminated on disposal of subsidiary – – – – 03 – 40 43
fully depreciated assets 12 – 55 67 – – – –
at 31 december 215 14 1874 2103 191 13 1741 1945
c arrying amount at 31 december 442 03 981 1426 409 04 935 1348
the carrying amount of the group’s land and buildings and plant and equipment includes an amount of £24m 2012 – £27m in respect of assets 
held under finance leases 
some land and buildings were revalued in 1988 and this valuation has been treated as the deemed cost under ifrs 1 these assets were disposed 
of with the disposal of senior hargreaves limited in 2012
at 31 december 2013 the group had entered into contractual commitments for the acquisition of property plant and equipment amounting 
to £63m 2012 – £48m
b c ompany
year ended
2013
plant and
equipment
£m
year ended
2012
plant and
equipment
£m
cost
at 1 january 05 05
additions 01 01
disposals 01 01
at 31 december 05 05
accumulated depreciation
at 1 january 03 03
charge for the year 01 01
eliminated on disposals 01 01
at 31 december 03 03
c arrying amount at 31 december 02 02
strategic report governance financial statements additional information
81 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 18 i nvento ries group
year ended
2013
£m
group
year ended
2012
£m
raw materials 278 253
workinprogress 516 457
finished goods 200 202
994 912
inventory writedowns and provisions excluding acquisitions decreased by £17m in the year 2012 – decreased by £07m
19 tr a de an d othe r receivables trade and other receivables at 31 december comprise the following
group
year ended
2013
£m
group
year ended
2012
£m
c ompany
year ended
2013
£m
company
year ended
2012
£m
n oncurrent assets
o ther receivables 05 05 – –
due from subsidiaries – – 51 47
05 05 51 47
current assets
trade receivables 1032 930 – –
current tax recoverable 06 03 – –
value added tax 12 09 01 01
currency derivatives 19 10 – –
prepayments and accrued income 55 49 06 09
o ther receivables 19 11 01 01
due from subsidiaries – – 1332 1379
1143 1012 1340 1390
total trade and other receivables 1148 1017 1391 1437
cre dit risk the group’s principal financial assets are bank balances and cash and trade receivables the credit risk on liquid funds and derivative financial 
instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies
the group’s credit risk is primarily attributable to its trade receivables the amounts presented in the balance sheet are net of allowances 
for doubtful receivables there are no other credit or impairment losses for other classes of financial assets
further disclosures on credit risk are included in n ote 21
notes to the fi na ncial stateme nt continued senior plc  ann ual repo rt  acco un ts 2013 82 19 tr a de an d othe r receivables continued
the average credit period taken on sales of goods is 57 days 2012 – 53 days an allowance has been made for estimated irrecoverable amounts 
from the sale of goods of £10m 2012 – £11m in determining the recoverability of trade receivables the group considers any change in the credit 
quality of the trade receivable from the date credit was initially granted up to the reporting date o f the trade receivables balance at the end of the 
year £136m 2012 – £111m is due from the group’s largest customer and £51m 2012 – £48m is due from the group’s second largest 
customer the group has no other significant concentration of credit risk with exposure spread over a large number of counterparties and 
customers accordingly the directors believe that there is no further credit provision risk in excess of the allowance for doubtful receivables
group
year ended
2013
£m
group
year ended
2012
£m
movements in allowance for doubtful receivables
at 1 january 11 13
provision for impairment 05 01
amounts written off as uncollectible 02 –
amounts recovered 04 02
exchange differences – 01
at 31 december 10 11
ageing analysis of past due but not impaired trade receivables
up to 30 days past due 134 115
31 to 60 days past due 18 16
61 to 90 days past due 05 08
91 to 180 days past due 04 08
total past due but not impaired 161 147
n ot past due 871 783
total current trade receivables 1032 930
there are no items past due in any other class of financial assets except for trade receivables
the directors consider that the carrying amount of trade and other receivables approximates their fair value the maximum exposure to credit 
risk at the reporting date is the fair value of each class of receivable above the group does not hold any collateral as security
for the company the carrying amount of amounts due from subsidiaries approximates their fair value there are no past due or impaired  
receivable balances 2012 – £nil
strategic report governance financial statements additional information
83 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 20 b ank ove rdrafts an d loans group
year ended
2013
£m
group
year ended
2012
£m
c ompany
year ended
2013
£m
company
year ended
2012
£m
bank overdrafts – 06 28 25
o ther loans 1116 1138 1114 1135
1116 1144 1142 1160
the borrowings are repayable as follows
o n demand or within one year 212 08 238 25
in the second year 151 216 151 215
in the third to fifth years inclusive 633 337 633 337
after five years 120 583 120 583
1116 1144 1142 1160
less amount due for settlement within 12 months 
shown under current liabilities 212 08 238 25
amount due for settlement after 12 months 904 1136 904 1135
a nalysis of bo rrowings by cu rrency 31 december 2013
total
£m
pound 
sterling
£m
euros
£m
us
dollars
£m
o thers
£m
bank overdrafts – – – – –
o ther loans 1116 – 02 1114 –
1116 – 02 1114 –
an analysis of the company’s borrowings is as follows bank overdrafts – sterling £28m o ther loans – us dollars £1114m
31 december 2012
total
£m
pound 
sterling
£m
euros
£m
us
dollars
£m
o thers
£m
bank overdrafts 06 – 06 – –
o ther loans 1138 – 03 1135 –
1144 – 09 1135 –
an analysis of the company’s borrowings is as follows bank overdrafts – sterling £25m o ther loans – us dollars £1135m
the weighted average interest rates paid were as follows
year ended
2013

year ended
2012

bank overdrafts 150 230
o ther loans 646 646
notes to the fi na ncial stateme nt continued senior plc  ann ual repo rt  acco un ts 2013 84 20 b ank ove rdrafts an d loans continued
bank overdrafts of £nil 2012 – £06m are arranged at floating rates thus exposing the group to cash flow interest rate risk o ther borrowings are 
mainly arranged at fixed interest rates and expose the group to fair value interest rate risk n o interest rate swaps were taken out in 2012 or 2013
the directors estimate the fair value of the group’s borrowings to be as follows
group
year ended
2013
£m
group
year ended
2012
£m
c ompany
year ended
2013
£m
company
year ended
2012
£m
bank overdrafts – 06 28 25
o ther loans 1249 1328 1247 1325
1249 1334 1275 1350
the fair value of o ther loans has been determined by applying a makewhole calculation using the prevailing treasury bill yields plus the applicable 
credit spread for the group
the other principal features of the group’s borrowings are as follows
bank overdrafts are repayable on demand the effective interest rates on bank overdrafts are determined based on appropriate libo r rates plus 
applicable margin
the group’s and the company’s main loans are unsecured guaranteed loan notes in the us private placement market and revolving credit facilities
a  loan notes of 120m 2013 £723m 2012 – £736m were taken out in o ctober 2008 n otes of 25m carry interest at the rate of 642 and 
are due for repayment in o ctober 2015 n otes of 75m carry interest at the rate of 684 and are due for repayment in o ctober 2018 n otes  
of 20m carry interest at the rate of 694 and are due for repayment in o ctober 2020
b  loan notes of 30m 2013 £181m 2012 – £184m were taken out in january 2007 and are due for repayment in january 2017 the loan notes 
carry interest at the rate of 585 per annum
c  loan notes of 35m 2013 £210m 2012 – £215m were taken out in o ctober 2007 and are due for repayment in o ctober 2014 the loan 
notes carry interest at the rate of 593 per annum
the group also has two revolving credit facilities
a committed £60m fiveyear syndicated multicurrency facility was entered into in o ctober 2011 there were no amounts drawn by either 
the group or the company at 31 december 2013 or at 31 december 2012
a committed 25m single bank £151m overdraft and letter of credit facility was entered into in december 2012 and matures in may 2015  
this facility was reduced from 50m to 25m in o ctober 2013 there were no loans drawn under the facility on 31 december 2013 and 
31 december 2012 and there were letters of outstanding credit of 47m £29m 2012 – £89m
as at 31 december 2013 the group had available £722m 2012 – £818m of undrawn committed borrowing facilities in respect of which  
all conditions precedent had been met
strategic report governance financial statements additional information
85 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 21 f inancial inst ruments c apital r isk management
the group manages its capital structure to safeguard its ability to continue as a going concern whilst maximising the return to stakeholders through 
the optimisation of the balance between debt and equity in considering the appropriate level of net debt the group pays close attention to its 
level as compared to the cash generation potential of the group measured by adjusted profit before interest tax depreciation and amortisation 
“ebitda” the group also monitors capital on the basis of a gearing ratio this ratio is calculated as net debt divided by total capital n et debt is 
calculated as the total of bank and other loans obligations under finance leases forward exchange contract losses less cash and cash equivalents 
and forward exchange contract gains total capital is the equity shown in the consolidated balance sheet
all of the group’s external borrowing facilities have a requirement for the ratio of net debt to ebitda to be less than 30x internally the group aims 
for this ratio to not exceed 25x at 31 december 2013 net debt was 05x the group’s level of ebitda 31 december 2012 – 06x in addition all 
borrowing facilities contain the requirement for ebitda interest cover the number of times net interest is covered by the group’s ebitda to be 
in excess of 35x at 31 december 2013 ebitda was 154x the level of net interest 31 december 2012 – 157x therefore the group currently 
has considerable funding headroom
the group’s strategy in respect of gearing is to target a longterm gearing ratio within the range of 60 to 80 ratios outside this range may still 
be considered to be acceptable in certain circumstances the gearing ratio for the group at the end of 2013 was 16 2012 – 23 the decrease 
in 2013 is attributable mainly to the strong profit and free cash flow generation during the year the cash generated by the group in recent years 
has led to the gearing ratio being lower than the targeted range
f inancial r isk management
the group’s activities expose it to a variety of financial risks including foreign exchange risk interest rate risk credit risk and liquidity risk the 
group’s overall treasury risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse 
effects on the group’s financial performance
the group uses derivative financial instruments to hedge certain risk exposures the use of financial derivatives is governed by the group’s 
policies approved by the board which provide written principles on foreign exchange risk interest rate risk credit risk the use of financial 
derivatives and nonderivative financial instruments and the investment of excess liquidity compliance with policies and exposures limits is 
reviewed by the group’s treasury committee on a regular basis the group does not enter into or trade financial instruments including derivative 
financial instruments for speculative purposes
f o reign exchange r isk management the group enters into forward foreign exchange contracts to hedge the exchange risk arising on the operations’ trading activities in foreign 
currencies where commented on below the sensitivity analysis of the group’s exposure to foreign currency risk at the reporting date has been 
determined based on the change taking place at the beginning of the financial year and left unchanged throughout the reporting period with all 
other variables held constant such as interest rates the sensitivity assumptions are based on analysis reviewed by the group’s treasury 
committee
translation risk
the group derived 85 of its revenue from businesses outside the united kingdom with 66 relating to operations in n orth america fluctuations 
in the value of the us dollar and other currencies in relation to pound sterling have had and may continue to have a significant impact on the 
results of the group’s operations when reported in pound sterling the group decided not to hedge this translation risk in addition the majority 
of assets are denominated in foreign currency particularly in us dollars in order to provide a hedge against volatility in the value of these assets 
compared to the group’s earnings and hence provide a natural hedge against the group’s principal lending covenant the ratio of net debt to 
ebitda the group aims to borrow in foreign currencies in similar proportions to its generation of foreign currency ebitda where practical and 
economic a 10 appreciation or depreciation of all other currencies against pound sterling would have increased or decreased 2013 group 
operating profit by £94m £73m of which would have been due to the us dollar movement and would have increased or decreased net equity 
by £205m £154m of which would have been due to the us dollar movement
transaction risk
the group has a number of transactionrelated foreign currency exposures particularly between the euro and the south african rand and 
between the us dollar and the pound sterling the group seeks to hedge transactionrelated exposures on a rolling 15 to 18month forward 
basis and applies hedge accounting where the forwards can be designated in a qualifying cash flow hedge relationship based on the net of 
the annual sales and purchaserelated exposures all transactionrelated foreign currency exposures to group profit after hedging in existence at 
31 december 2013 are immaterial the impact on net equity is determined by the unrecognised portion of open forward contracts at the yearend 
a 10 appreciation or depreciation of the euro against the rand and of the us dollar against pound sterling would have decreased or increased 
net equity by £06m and £17m respectively
notes to the fi na ncial stateme nt continued senior plc  ann ual repo rt  acco un ts 2013 86 21 f inancial inst ruments continued
i nte rest r ate r isk management
the group has a policy of maintaining approximately 60 of its borrowing costs at fixed interest rates the group generally borrows long term 
in fixed rates but at times may borrow at floating rates and swap into fixed depending on credit market conditions o ccasionally a portion of fixed 
debt interest is swapped into floating rates the combination of maintaining an acceptable balance of fixed and floating rate debt and the group’s 
policy of borrowing in foreign currency in proportion to its generation of foreign currency earnings provides an effective hedge against the impact 
of interest rate and foreign currency volatility on total interest costs
the following sensitivity analysis of the group’s and the company’s exposure to interest rate risk at the reporting date has been determined based 
on the exposure to interest rates at the beginning of the financial year and held constant throughout the reporting period with all other variables 
held constant such as foreign exchange rates the sensitivity assumptions are based on analysis reviewed by the group’s treasury committee 
if variable interest rates had been 05 lower or higher the group’s and company’s net profit would have increased or decreased by £02m 
any fixed interest debt is held to maturity and not fair value adjusted through the profit and loss an increase or decrease of 05 in the us dollar 
market interest rate for the fixed rate debt held up to maturity would have decreased or increased the fair value of the group’s and company’s 
borrowings by £20m the group’s and company’s sensitivity to interest rates has decreased during the current period mainly due to the 
increased proportion of fixed debt
cre dit risk management the group’s credit risk is primarily attributable to its trade receivables the credit quality of customers is assessed taking into account their financial 
position past experience and other factors further details on determining the recoverability of trade receivables is provided in n ote 19 the group 
is guarantor under the lease of one building in the uk which arose on the disposal of a former groupowned subsidiary in 2001
credit risk on liquid funds and derivative financial instruments is limited because the counterparties are financial institutions with high credit ratings 
assigned by international credit rating agencies the carrying amount of financial assets recorded in the financial statements which is net of 
impairment losses represents the group’s and company’s maximum exposure to credit risk
l iquid ity r isk management liquidity risk reflects the risk that the group will have insufficient resources to meet its financial liabilities as they fall due the group manages 
liquidity risk by maintaining adequate reserves banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual 
cash flows and matching the maturity profiles of financial assets and liabilities cash flow forecasts are produced monthly together with 
appropriate capacity planning and scenario analysis to ensure that bank covenant and liquidity targets will be met the directors also regularly 
assess the balance of capital and debt funding of the group as part of a process to satisfy the group’s longterm strategic funding requirements
as noted in the financial review on pages 24 to 26 the group is currently in a wellfunded position with significant headroom under its committed 
borrowing facilities and no major renewal of borrowing facilities due until 2014 it is considered unlikely that the group will face any significant 
funding issues in the foreseeable future
strategic report governance financial statements additional information
87 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 21 f inancial inst ruments continued
c atego ries of financial inst ruments group
year ended
2013
£m
group
year ended
2012
£m
c ompany
year ended
2013
£m
company
year ended
2012
£m
carrying value of financial assets
cash and cash equivalents 531 445 01 23
trade receivables 1032 930 – –
o ther receivables 24 16 01 01
due from subsidiaries – – 1383 1426
loans and receivables at amortised cost 1587 1391 1385 1450
currency derivatives used for hedging 19 10 – –
currency derivatives at fair value through profit and loss – – – –
total financial assets 1606 1401 1385 1450
carrying value of financial liabilities
bank overdrafts and loans 1116 1144 1142 1160
o bligations under finance leases 07 10 – –
trade payables 645 583 03 02
o ther payables and accruals 522 559 37 44
due to subsidiaries – – 1073 1153
o ther financial liabilities at amortised cost 2290 2296 2255 2359
currency derivatives used for hedging 23 05 – –
currency derivatives at fair value through profit and loss – – – –
total financial liabilities 2313 2301 2255 2359
undiscounted contractual maturity of other financial liabilities
amounts payable
o n demand or within one year 1456 1228 1424 1297
in the second to fifth years inclusive 979 789 976 782
after five years 137 640 137 640
2572 2657 2537 2719
less future finance charges 282 361 282 360
o ther financial liabilities at amortised cost 2290 2296 2255 2359
any amounts drawn under the committed syndicated multicurrency facility which matures in 2016 are drawn on a shortterm basis and are 
therefore shown as payable within one year in the above contractual maturity analysis the carrying amount is a reasonable approximation of fair 
value for the financial assets and liabilities noted above except for bank overdrafts and loans disclosure of which are included within n ote 20
an ageing analysis of trade deferred consideration and other receivables is as disclosed within n ote 19
notes to the fi na ncial stateme nt continued senior plc  ann ual repo rt  acco un ts 2013 88 21 f inancial inst ruments continued
f o rwa rd fo reign exchange cont racts the group enters into forward foreign exchange contracts to hedge the exchange risk arising on the operation’s trading activities in foreign 
currencies at the balance sheet date total notional amounts and fair values of outstanding forward foreign exchange contracts that the group 
and the company have committed are given below
group
year ended
2013
£m
group
year ended
2012
£m
c ompany
year ended
2013
£m
company
year ended
2012
£m
n otional amounts
foreign exchange contracts – cash flow hedges 552 433 – –
foreign exchange contracts – held for trading – – – –
total 552 433 – –
less amounts maturing within 12 months 440 337 – –
amounts maturing after 12 months 112 96 – –
contractual maturity
cash flow hedges balances due within one year
o utflow 453 403 – –
inflow 535 409 – –
cash flow hedges balances due between one and two years
o utflow 99 108 – –
inflow 66 110 – –
cash flow hedges balances due between two and three years
o utflow – – – –
inflow – – – –
held for trading balances due within one year
o utflow – – – –
inflow – – – –
fair values
foreign exchange contracts – cash flow hedges 04 05 – –
foreign exchange contracts – held for trading – – – –
total liabilityasset 04 05 – –
these fair values are based on market values of equivalent instruments at the balance sheet date comprising £19m 2012 – £10m assets 
included in trade and other receivables and £23m 2012 – £05m included in trade and other payables the fair value of currency derivatives that 
are designated and effective as cash flow hedges amounting to £03m loss 2012 – £06m gain has been deferred in equity the fair values for the 
company comprise £nil 2012 – £nil assets included in trade and other receivables and £nil 2012 – £nil included in trade and other payables
strategic report governance financial statements additional information
89 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 21 f inancial inst ruments continued
f ai r values the following table presents an analysis of financial instruments that are measured subsequent to initial recognition at fair value grouped into 
levels 1–3 based on the degree to which the fair value is observable
level 1 those fair values derived from quoted prices unadjusted in active markets for identical assets or liabilities
level 2 
 
 those fair values derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability 
either directly ie as prices or indirectly ie derived from prices and
level 3 
 
 those fair values derived from valuation techniques that include inputs for the asset or liability that are not based on observable 
market data unobservable inputs
there has not been any transfer of assets or liabilities between levels there are no nonrecurring fair value measurements level 2 fair values are 
derived from future cash flows of open forward contracts at 31 december translated by the difference between contractual rates and observable 
forward exchange rates
a group 31 december 2013
level 1
£m
level 2
£m
level 3
£m
total
£m
assets
foreign exchange contracts – cash flow hedges – 19 – 19
total assets – 19 – 19
l iabilities
foreign exchange contracts – cash flow hedges – 23 – 23
total liabilities – 23 – 23
 
31 december 2012
level 1
£m
level 2
£m
level 3
£m
total
£m
assets
foreign exchange contracts – cash flow hedges – 10 – 10
total assets – 10 – 10
liabilities
foreign exchange contracts – cash flow hedges – 05 – 05
total liabilities – 05 – 05
b c ompany
 
31 december 2013
level 1
£m
level 2
£m
level 3
£m
total
£m
assets
financial assets at fair value through profit or loss
 foreign exchange contracts – held for trading – – – –
total assets – – – –
l iabilities
financial liabilities at fair value through profit or loss
 foreign exchange contracts – held for trading – – – –
total liabilities – – – –
 
31 december 2012
level 1
£m
level 2
£m
level 3
£m
total
£m
assets
financial assets at fair value through profit or loss
 foreign exchange contracts – held for trading – – – –
total assets – – – –
liabilities
financial liabilities at fair value through profit or loss
 foreign exchange contracts – held for trading – – – –
total liabilities – – – –
notes to the fi na ncial stateme nt continued senior plc  ann ual repo rt  acco un ts 2013 90 21 f inancial inst ruments continued
an amount of £15m loss 2012 – £08m loss has been transferred to the consolidated income statement and is included within trading profit 
in respect of contracts which matured during the period there was no ineffectiveness to be recorded from foreign exchange cash flow hedges 
an amount of £nil 2012 – £nil has been recognised in the consolidated income statement in respect of foreign exchange contracts held for 
trading for the company a net gain of £nil 2012 – £nil has been recognised in its income statement in respect of foreign exchange contracts 
held for trading
the hedged forecast transactions denominated in foreign currency are expected to occur at various dates during the next 18 months amounts 
deferred in equity are recognised in the income statement in the same period in which the hedged items affect net profit or loss which is generally 
within 12 months from the balance sheet date
22 defe rre d tax liabilities an d assets the following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior 
reporting period
accelerated
tax
depreciation
£m
unrealised
fx
gains
£m
goodwill
and intangible
 amortisation
£m
 retirement
benefit
obligations
£m
o ther 
temporary
differences
£m
tax
losses
£m
total
£m
at 1 january 2012 175 08 126 93 203 43 30
creditcharge to income 05 – 26 28 10 42 17
creditcharge to other comprehensive income – – – 31 – 05 26
charge directly to equity – – – – 48 – 48
acquisition of subsidiary 24 – 23 – – – 47
exchange differences 08 01 06 01 07 02 05
at 1 january 2013 186 07 169 95 138 78 51
chargecredit to income 18 – 21 06 11 37 29
chargecredit to other comprehensive income – 02 – 27 – 12 17
credit directly to equity – – – – 09 03 12
acquisition of subsidiary 01 – 03 – – – 02
exchange differences 03 01 01 03 05 01 04
effect of change in tax rate
– income statement – – – – – 06 06
– other compehensive income – – – 06 – – 06
as 31 december 2013 200 08 150 59 153 51 95
certain deferred tax assets and liabilities have been offset the following is the analysis of the deferred tax balances after offset for financial 
reporting purposes
group
year ended
2013
£m
group
year ended
2012
£m
deferred tax liabilities 165 176
deferred tax assets 70 125
95 51
at the balance sheet date the group has unused tax losses of £251m 2012 – £539m available for offset against future profits a deferred tax 
asset has been recognised in respect of £220m 2012 – £476m of such losses n o deferred tax asset has been recognised in respect of the 
remaining £31m 2012 – £63m due to the unpredictability of future taxable profit streams included in unrecognised tax losses are losses of 
£31m 2012 – £34m that will expire within eight years o ther losses may be carried forward indefinitely
at the balance sheet date the aggregate amount of temporary differences associated with undistributed earnings of subsidiaries for which 
deferred tax liabilities have not been recognised was £112m 2012 – £58m n o liability has been recognised in respect of these differences 
because the group is in a position to control the timing of the reversal of the temporary differences and it is probable that such differences 
will not reverse in the foreseeable future
strategic report governance financial statements additional information
91 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 22 defe rre d tax liabilities an d assets continued
in addition at the balance sheet date the group has deductible temporary differences for which no deferred tax asset has been recognised 
in respect of sharebased payments of £10m 2012 – £09m accelerated book depreciation of £106m 2012 – £133m and other temporary 
differences of £nil 2012 – £04m the company has deductible temporary differences for which no deferred tax asset has been recognised 
in respect of retirement benefit obligations of £156m 2012 – £233m sharebased payments of £29m 2012 – £21m accelerated book 
depreciation of £06m 2012 – £05m and other temporary differences of £03m 2012 – £01m deferred tax assets have not been recognised 
in respect of these differences due to the unpredictability of both the timing of the reversal of these temporary differences and of the future profit 
streams in the entities concerned
at the balance sheet date the group and company have £50m 2012 – £50m of surplus act previously written off for which no deferred tax 
asset has been recognised as it is unlikely to be recovered in the foreseeable future due to the uk earnings profile the group also has £157m 
2012 – £157m of unused capital losses as reduced by gains rolled over available for offset against future capital gains for which no deferred tax 
asset has been recognised as no such capital gains are anticipated to arise in the foreseeable future the company has £156m 2012 – £156m 
of such unused capital losses
23 o bligations un de r finance leases minimum lease payments
present value of minimum
lease payments
group
year ended
2013
£m
group
year ended
2012
£m
group
year ended
2013
£m
group
year ended
2012
£m
amounts payable under finance leases
within one year 04 06 04 05
in the second to fifth years inclusive 03 05 03 05
after five years – – – –
07 11 07 10
less future finance charges – 01 – –
present value of lease obligations 07 10 07 10
less amount due for settlement within 12 months shown under current liabilities 04 05
amount due for settlement after 12 months 03 05
it is the group’s policy to lease certain of its buildings and fixtures and equipment under finance leases the most significant lease representing 
approximately 30 2012 – 24 of the group’s obligations expires in 2018 for the year ended 31 december 2013 the average effective 
borrowing rate was 42 2012 – 54 interest rates are fixed at the contract date all leases are on a fixed repayment basis and no arrangements 
have been entered into for contingent rental payments
the fair value of the group’s lease obligations approximates their carrying amount
the group’s obligations under finance leases are secured by the lessors’ charges over the leased assets
an analysis of the present value of lease obligations by currency is as follows sterling £03m 2012 – £04m euros £01m 2012 – £02m and 
us dollars £03m 2012 – £04m
24 tr a de an d othe r payables trade and other payables at 31 december comprise the following
group
year ended
2013
£m
group
year ended
2012
£m
c ompany
year ended
2013
£m
company
year ended
2012
£m
current liabilities
trade payables 645 583 03 02
social security and paye 62 62 01 01
value added tax 22 15 – –
currency derivatives 23 05 – –
o ther payables and accruals 522 559 37 44
due to subsidiaries – – 1073 1153
total trade and other payables 1274 1224 1114 1200
the directors consider that the carrying amount of trade payables approximates to their fair value
the average credit period taken for trade purchases is 54 days 2012 – 55 days
notes to the fi na ncial stateme nt continued senior plc  ann ual repo rt  acco un ts 2013 92 25 provisions group
warranties
£m
o ther
£m
total
£m
at 1 january 2012 51 04 55
additional provision in the year 25 – 25
utilisation of provision 08 01 09
release of unused amounts 06 – 06
unwinding of discount – – –
exchange difference 04 – 04
at 31 december 2012 58 03 61
additional provision in the year 06 – 06
utilisation of provision 12 – 12
release of unused amounts 41 – 41
unwinding of discount – – –
exchange difference 02 – 02
at 31 december 2013 13 03 16
included in current liabilities 13 03 16
provisions for warranty costs are based on an assessment of future claims with reference to past experience
26 s ha re capital group and company
year ended
2013
£m
year ended
2012
£m
authorised
750 million ordinary shares of 10p each 750 750
issued and fully paid
4159 million ordinary shares of 10p each 416 414
at 31 december 2012 the issued and fully paid up share capital was 4139 million ordinary shares of 10p each
42422 shares were issued during 2013 at an average price of 14485p per share under share option plans raising £01m 2039740 shares were 
issued during 2013 under the 2005 long term incentive plan
the company has one class of ordinary shares which carries no right to fixed income
27 s ha re p remium account group and company
year ended
2013
£m
year ended
2012
£m
balance at 1 january 137 123
movement in year 01 14
balance at 31 december 138 137
28 e quity r ese rve group and company
year ended
2013
£m
year ended
2012
£m
balance at 1 january 38 27
transfer to retained earnings reserve 14 06
movement in year 28 17
balance at 31 december 52 38
the transfer to retained earnings reserve is in respect of equitysettled sharebased payments that vested during the year
the movement in the year includes £30m 2012 – £20m in respect of the sharebased payment charge for the year and £02m 2012 – £03m 
release in respect of the shares issued in the year under the 2005 long term incentive plan
strategic report governance financial statements additional information
93 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 29 he dging an d t ranslation r ese rves a group hedging
reserve
year ended
2013
£m
translation
reserve
year ended
2013
£m
total
year ended
2013
£m
hedging
reserve
year ended
2012
£m
translation
reserve
year ended
2012
£m
total
year ended
2012
£m
balance at 1 january 370 324 46 390 435 45
exchange differences on translation of overseas operations – 78 78 – 111 111
change in fair value of hedging derivatives 09 – 09 20 – 20
tax on items taken directly to equity – 03 03 – – –
balance at 31 december 379 243 136 370 324 46
b c ompany
hedging
reserve
year ended
2013
£m
translation
reserve
year ended
2013
£m
total
year ended
2013
£m
hedging
reserve
year ended
2012
£m
translation
reserve
year ended
2012
£m
total
year ended
2012
£m
balance at 1 january and 31 december – 03 03 – 03 03
30 retaine d ea rnings group
year ended
2013
£m
group
year ended
2012
£m
c ompany
year ended
2013
£m
company
year ended
2012
£m
balance at 1 january 2596 2166 811 710
dividends paid 199 164 199 164
n et profit for the year 714 699 352 325
pension actuarial gainloss 43 123 19 66
transfer from equity reserve 14 06 14 06
tax on deductible temporary differences 04 12 – –
balance at 31 december 3164 2596 997 811
£75m 2012 – £75m of the company’s retained earnings are considered undistributable
in accordance with section 408 of the companies act 2006 the company has not presented its own statement of comprehensive income 
including the income statement and related n otes
31 o wn sha res group and company
year ended
2013
£m
year ended
2012
£m
balance at 1 january 10 –
movement in the year 09 10
balance at 31 december 19 10
the own shares reserve represents the cost of shares purchased in the market and held by the senior plc employee benefit trust to satisfy options 
under the group’s share option schemes see n ote 36
notes to the fi na ncial stateme nt continued senior plc  ann ual repo rt  acco un ts 2013 94 32 a cquisitions gamfg pr ecision llc as noted in the 31 december 2012 annual report  accounts on 2 n ovember 2012 the group acquired 100 of the issued share capital 
of gamfg precision llc and its parent company gamco acquisition company collectively “ga” o n finalisation of the fair value exercise 
property plant and equipment on acquisition was reduced by £03m with an increase in goodwill previously recognised of £03m
the contingent consideration of £38m is no longer payable to the sellers of ga and consequently this amount has been released to the income 
statement during 2013
a tlas c omposites l imite d
o n 8 february 2013 the group acquired 100 of the issued share capital of atlas composites limited and its parent company castlegate 408 
limited collectively “atlas” atlas based in ilkeston derbyshire uk designs and manufactures composite structures components and tooling  
for aerospace motorsport defence and communications markets the cash consideration net of cash acquired of £01m was £24m and the 
acquisition was funded from the group’s existing debt facilities
goodwill of £17m has been recognised on acquisition and represents the premium paid in anticipation of future profitability from assets that are not 
capable of being separately identified and separately recognised such as the assembled workforce as well as the group’s ability to generate future 
value from expanding atlas’ aerospace activities through utilisation of the group’s existing relationships and experience in the aerospace industry
atlas contributed £30m of external revenue and made an operating loss of £01m from the date of acquisition to 31 december 2013 if the 
acquisition had been completed on 1 january 2013 continuing group revenue for the 12 months ended 31 december 2013 would have been 
£7755m and continuing group operating profit would have remained unchanged at £933m
t he rmal e nginee ring l imite d
o n 29 n ovember 2013 the group acquired 100 of the issued share capital of thermal engineering limited and its parent company thermal 
engineering holding limited collectively “thermal” thermal is located in royston hertfordshire uk and specialises in manufacturing hot and 
coldformed components complex fabricated assemblies and thermal insulation heat shields and systems for the aerospace industry 
thermal’s capabilities are highly complementary to senior’s existing portfolio providing additional capability to the group in the areas of hot  
forming and insulation the consideration was £283m before netting £02m of cash acquired and the acquisition was funded by the group’s 
existing debt facilities
set out below is a provisional summary of the net assets acquired
recognised amounts of identifiable assets acquired and liabilities assumed £m
identifiable intangible assets 18
property plant and equipment 45
inventories 20
financial assets excluding cash and cash equivalents 48
cash and cash equivalents 02
financial liabilities 36
deferred tax liability 04
n et assets acquired 93
goodwill 190
total consideration 283
consideration satisfied by
cash paid 218
repayment of debt 65
n et cash outflow arising on acquisition
cash consideration paid to date 283
less cash and cash equivalents acquired 02
n et cash outflow arising on acquisition 281
the goodwill of £190m represents the premium paid in anticipation of future profitability from assets that are not capable of being separately 
identified and separately recognised such as the assembled workforce as well as the expectation that the group will be able to leverage its wider 
market access and strong financial position to generate sustainable financial growth beyond what thermal would have potentially achieved as a 
standalone company n one of the goodwill is expected to be deductible for tax purposes
the intangible assets acquired as part of the acquisition relate mainly to customer contracts and relationships the fair value of which is dependent 
on estimates of attributable future revenues profitability and cash flows and are being amortised over three years
the financial assets acquired include trade receivables with a fair value of £46m and a gross contractual value of £46m all of which is expected  
to be collectible
acquisitionrelated costs of £02m are included in administrative expenses within trading profit in the group’s consolidated income statement  
for the year ended 31 december 2013
strategic report governance financial statements additional information
95 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 32 a cquisitions continued
the fair value of the acquired identifiable assets and liabilities is provisional pending finalisation of the fair value exercise
thermal contributed £10m of external revenue and £01m to the group’s operating profit from the date of acquisition to 31 december 2013  
if the acquisition had been completed on 1 january 2013 continuing group revenue for the 12 months ended 31 december 2013 would have  
been £7913m and continuing group operating profit would have been £943m
33 discontinue d ope rations o n 16 o ctober 2012 the group disposed of the entire share capital of senior hargreaves limited to the mw group
the results of the discontinued operation which have been included in the consolidated income statement were as follows
year ended
2013
£m
year ended
2012
£m
revenue – 178
expenses – 170
o perating profit – 08
profit on disposal – 25
tax – –
profit for the period from discontinued operations – 33
during the year senior hargreaves limited contributed £nil 2012 – £nil to the group’s net operating cash flows paid £nil 2012 – £01m in respect 
of investing activities and paid £nil 2012 – £20m in respect of financing activities in relation to intergroup loans and dividends
34 n otes to the cash flow statement a reconciliation of ope rating p rofitloss to net cash f rom ope rating activities group
year ended
2013
£m
group
year ended
2012
£m
c ompany
year ended
2013
£m
company
year ended
2012
£m
o perating profitloss from continuing operations 933 937 41 64
o perating profit from discontinued operations – 08 – –
o perating profitloss 933 945 41 64
adjustments for
depreciation of property plant and equipment 216 201 01 01
amortisation of intangible assets 49 50 – –
impairment of goodwill 127 – – –
reversal of contingent consideration payable 38 – – –
restructuring costs 19 – – –
share options 35 23 10 07
loss on disposal of property plant and equipment – 01 – –
pension payments in excess of service cost 77 137 66 129
share of joint venture 03 01 – –
exceptional pension creditcharge 11 19 – 19
o perating cash flows before movements in working capital 1256 1103 96 166
increase in inventories 86 39 – –
increasedecrease in receivables 92 26 01 02
decrease in payables 13 89 07 02
decrease in receivables from subsidiaries – – 09 11
working capital currency movements – 03 – –
cash generated byused in operations 1065 998 93 155
income taxes paid 60 86 – –
interest paid 81 79 98 103
n et cash fromused in operating activities 924 833 191 258
notes to the fi na ncial stateme nt continued senior plc  ann ual repo rt  acco un ts 2013 96 34 n otes to the cash flow statement continued
b fr ee cash flow free cash flow a nonstatutory item highlights the total net cash generated by the group prior to corporate activity such as acquisitions disposals 
financing and transactions with shareholders it is derived as follows
group
year ended
2013
£m
group
year ended
2012
£m
n et cash from operating activities 924 833
interest received 02 03
proceeds on disposal of property plant and equipment 09 01
purchases of property plant and equipment 287 253
purchase of intangible assets 10 08
free cash flow 638 576
c a nalysis of g roup net d ebt at
1 january
2013
£m
cash
flow
£m
n oncash
items
£m
assumed on
acquisition
£m
exchange
movement
£m
at
31 december
2013
£m
cash 445 108 – – 22 531
o verdrafts 06 06 – – – –
cash and cash equivalents 439 114 – – 22 531
debt due within one year 02 02 212 – – 212
debt due after one year 1136 – 212 – 20 904
finance leases 10 05 – 02 – 07
total 709 121 – 02 02 592
group
year ended
2013
£m
group
year ended
2012
£m
c ompany
year ended
2013
£m
company
year ended
2012
£m
cash and cash equivalents comprise
cash 531 445 01 23
bank overdrafts – 06 28 25
total 531 439 27 02
cash and cash equivalents held by the group and the company which are presented as a single class of assets on the face of the balance sheets 
comprise cash at bank and other shortterm highly liquid investments with a maturity of three months or less the directors consider that the 
carrying amount of cash and cash equivalents approximates to their fair value
strategic report governance financial statements additional information
97 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 35 ope rating lease a rrangements t he gr oup an d the c ompany as lessee group
year ended
2013
£m
group
year ended
2012
£m
c ompany
year ended
2013
£m
company
year ended
2012
£m
minimum lease payments under operating leases recognised 
in the consolidated income statement for the year 78 73 01 02
the group also received £05m under a sublease recognised in the consolidated income statement for the year 2012 – £05m
at 31 december the group and the company had outstanding commitments for future minimum lease payments under noncancellable operating 
leases which fall due as follows
group
year ended
2013
£m
group
year ended
2012
£m
c ompany
year ended
2013
£m
company
year ended
2012
£m
within one year 76 70 – –
in the second to fifth years inclusive 231 192 04 03
after five years 131 112 12 13
438 374 16 16
the total of future minimum sublease payments expected to be received by the group under noncancellable subleases at the end of 2013 was 
£22m 2012 – £27m
o perating lease payments principally represent rentals payable by the group for certain of its manufacturing properties the leases with the four 
largest outstanding commitments representing 36 2012 – 46 of the group’s commitment excluding subleases respectively expire in 2026 
with rentals fixed for three years in 2024 with rentals increasing by 25 every 12 months in 2024 and in 2022
as at the date of approving the accounts the company has guaranteed £10m 2012 – £10m of annual lease commitments of certain current and 
previous subsidiary entities
36 s ha rebase d payments
the group recognised total expenses of £35m 2012 – £23m related to sharebased payments of which £30m 2012 – £20m related to 
equitysettled sharebased payments and £05m 2012 – £03m related to social security costs on sharebased payments at 31 december 2013 
the group had a liability of £07m 2012 – £06m arising from sharebased payments of which £07m 2012 – £06m related to social security 
costs the company recognised total expenses of £10m 2012 – £07m related to equitysettled sharebased payments at 31 december 2013 
the company had a liability of £04m 2012 – £03m related to social security costs
the disclosures below are in respect of both group and company
a 2005 l ong t e rm i ncentive p lan equitysettled l ong term incentive plans
o n 25 march 2013 1105898 shares and on 3 september 2013 215749 shares were awarded under the 2005 long term incentive plan awards 
under this plan have a threeyear vesting period subject to earnings per share “eps” and total shareholder return “tsr” performance conditions 
being met half the awards have an attaching performance target for eps growth over the threeyear performance period of at least 3 per annum 
above the rpi the other half of the awards begin to vest if the company’s tsr falls in the top half of a comparator group at the end of the 
threeyear performance period vesting levels increase with higher performance the awards are settled by delivering shares to the participants
the estimated fair value for the awards granted in the year with eps conditions are 22750p and 25610p per share respectively which is essentially 
the share price at the date of grant of 24680p and 27810p respectively per share less an allowance for dividends foregone over the threeyear 
vesting period the estimated fair value for the awards granted in the year with tsr conditions are 11640p and 13100p respectively per share 
reflecting an adjustment of 51 to the fair value of the awards with eps conditions due to the stringent tsr condition
these fair values were calculated by applying a binomial option pricing model this model incorporates a technique called “bootstrapping” which 
models the impact of the tsr condition the model inputs at the date of grant were the share price of 24680p and 27810p respectively a riskfree 
interest rate of 03 per annum expected volatility of 370 per annum net dividend yield of 19 per annum and the performance conditions as 
noted above expected volatility was determined by calculating the historical volatility of the company’s share price over the previous three years
notes to the fi na ncial stateme nt continued senior plc  ann ual repo rt  acco un ts 2013 98 36 s ha rebase d payments continued
the following share awards were outstanding as at 31 december 2013 and 2012
year ended
2013
number of
shares
year ended
2012
n umber of
shares
o utstanding at 1 january 4961212 6500854
granted 1321647 1710406
exercised 2039740 2679044
forfeited 50550 571004
o utstanding at 31 december 4192569 4961212
c ashsettled l ong term incentive plan
under the 2005 plan phantom awards were granted to certain employees these are subject to the same general terms and conditions as the 
above equitysettled awards however on vesting the holder is entitled to receive an amount equal to the market value of the shares in relation 
to which the phantom award vests
5728 notional shares subject to the phantom award were awarded under the 2005 long term incentive plan on 25 march 2013 15913 phantom 
awards vested during the year the number of notional shares outstanding at 31 december 2013 was 16627 2012 – 26812
b e nhance d smis defe rre d s ha re a wa rd
369581 shares were awarded under the enhanced smis deferred share award on 25 march 2013 shares earned under this award have a 
threeyear deferral period and would be subject to forfeiture by a “bad leaver” over that deferral period there are no performance criteria for this 
award the awards are settled by delivering shares to the participants
the estimated fair value for the awards granted in the year is 22750p per share which is essentially the share price at the date of grant of 24680p 
per share less an allowance for dividends foregone over the threeyear deferral period
the following share awards were outstanding as at 31 december 2013 and 2012 
year ended
2013
number of
shares
year ended
2012
n umber of
shares
o utstanding at 1 january 450726 –
granted 369581 520106
exercised – –
forfeited – 69380
o utstanding at 31 december 820307 450726
c s avingsrelate d s ha re option p lan the company operates a savingsrelated share o ption plan for eligible employees across the group there are no performance criteria  
for this arrangement and options are issued to all participants in accordance with the hm revenue  customs rules for such savings plans 
savingsrelated share o ptions were last issued on 30 april 2013
the estimated fair value for the award granted during the year was 4856p this fair value was calculated by applying a blackscholes option pricing 
model the model inputs at the date of the grant were the share price of 24440p a riskfree interest rate of 048 per annum expected volatility 
of 3339 per annum and a net dividend yield of 195 expected volatility was determined by calculating the historical volatility of the company’s 
share price over the previous three years
the following options were outstanding as at 31 december 2013 and 2012
year ended 2013 year ended 2012
number 
of share 
options
weighted
average
exercise
price
n umber of
share
options
weighted
average
exercise
price
o utstanding at 1 january 978082 14440p 10207074 3822p
granted 2617888 24440p – –
exercised 42422 14485p 8923725 2528p
forfeited 277540 20998p 305267 7644p
expired 37771 14440p – –
o utstanding at 31 december 3238237 21962p 978082 14440p
exercisable at 31 december – – 71000 14440p
the weighted average share price at the date of exercise for share options exercised during the period was 24577p 2012 – 19227p the options 
outstanding at 31 december 2013 had an exercise price of 24440p and 14440p per share and a weighted average remaining contractual life of 
25 years the options outstanding at 31 december 2012 had an exercise price of 14440p per share and a weighted average remaining contractual 
life of 20 years
strategic report governance financial statements additional information
99 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 36 s ha rebase d payments continued
d o neoff sha re awa rd
o n 3 september 2013 a o neoff award of 82720 shares was granted under the terms of a share award agreement agreed in 
connection with and to facilitate derek harding’s recruitment as group finance director in order to partly compensate him for foregoing 
entitlements from his previous employer in the normal course of events 49ths of the o neoff award will vest on 2 september 2014 
39ths on 2 september 2015 and 29ths on 2 september 2016 in each case subject to derek harding’s continued service until the 
relevant vesting date
the estimated fair value for the grant in the year is 25610p per share which is essentially the share price at the date of grant of 
27810p per share less an allowance for dividends foregone over the vesting period
year ended
2013
number of
shares
year ended
2012
n umber of
shares
o utstanding at 1 january – –
granted 82720 –
exercised – –
forfeited – –
o utstanding at 31 december 82720 –
37 reti rement benefit schemes the group operates a number of pension plans in the uk n orth america and europe these include both defined contribution arrangements and 
defined benefit arrangements the largest defined benefit arrangement for the group and company the senior plc pension plan is a funded 
scheme in the uk providing benefits based on final pensionable emoluments for the employees of the group and company this plan was closed 
to new employees from april 2008 a change to the rules of the plan was implemented prior to 31 december 2009 to introduce a cap on future 
pensionable earnings growth of 2 per annum from 6 april 2010 the latest full actuarial valuation was carried out as at 5 april 2013 and for the 
purposes of accounting under ias19 this valuation has been rolled forward to 31 december 2013
in addition the group operates two defined benefit plans in the usa one of which was closed to future accrual from o ctober 2009 the second 
plan was closed to future participants from september 2013 and the executive section was also closed to future accruals from december 2013 
separate disclosure is made for the funded uk and us defined benefit arrangements in both the uk and the usa the assets of funded plans 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 trustees are required to act in the best interests of the plans’ beneficiaries 
the group also has a small number of unfunded postretirement plans including a closed healthcare scheme in the us separate disclosure is 
provided for these arrangements
the bulk of the pension obligations relate to the uk plan and we provide more detail on that arrangement below
for the senior plc pension plan in the uk the trustee is senior trustee limited the appointment of the directors to the board is determined by 
the plan’s trust documentation there is a policy that at least onethird of all directors should be nominated by members of the plan currently there 
are two membernominated directors and four directors who have been nominated by the company of which the chairman and one other 
director are viewed as independent the investment strategy for the plan is decided locally by the trustees the primary investment objective is for 
the plan to be able to meet benefit payments as they fall due this objective is implemented by setting strategic asset allocations using a “horizon
based” approach under this approach all benefit cash flows expected to fall in the next 17 years the horizon period are met by investment in 
lowrisk assets such as fixed interest and indexlinked bonds cash flows after the horizon period are met by investment in more volatile assets 
which are expected to deliver a higher return than bonds in the longer term benefits are expected to be paid over the next 60 to 70 years the 
uk plan’s average duration is around 17 years in setting this strategy the trustees consider a wide range of asset classes the risk and rewards of a 
number of possible asset allocation options the sustainability of each asset class within each strategy and the need for appropriate diversification 
between different asset classes the trustees continue to review their investment strategy and have also implemented a switching mechanism to 
secure any outperformances of equities relative to bonds by selling equities to buy bonds
the group is ultimately responsible for making up any shortfall in the uk defined benefit plan over a period agreed with the trustees to the extent 
that actual experience is different to that assumed the funding position will be better or worse than anticipated as such the contributions required 
by the group could vary in the future the two key risks faced by pension schemes are longevity ie members living longer than expected and 
investment risk ie the scheme’s assets perform poorly relative to the liabilities 
the group has agreed with the trustees of the uk plan to fund the plan deficit over an eightyear period from april 2013 to march 2021 the 
estimated amounts of contributions expected to be paid during 2014 to the uk plan is £82m £76m of which is to fund the past service deficit and 
£06m in respect of administrative expenses and to the us funded plans is £nil
a defined contribution schemes  
the group has a number of different defined contribution and governmentsponsored arrangements in place in the countries in which it operates 
n one of these are individually material to the group and the aggregate cost of such schemes for the period was £62m 2012 – £54m
notes to the fi na ncial stateme nt continued senior plc  ann ual repo rt  acco un ts 2013 100 37 reti rement benefit schemes continued
b defined benefit schemes 
the amount included in the balance sheet arising from the group’s obligations in respect of its defined benefit plans is set out below
the company’s defined benefit scheme obligations are set out in the “uk plans funded” column below
31 december 2013 31 december 2012
uk plans
funded
£m
us plans
funded
£m
unfunded
plans
£m
total
£m
uk plans
funded
£m
us plans
funded
£m
unfunded
plans
£m 
total
£m
present value of defined benefit obligations 2387 388 57 2832 2288 448 54 2790
fair value of plan assets 2231 345 – 2576 2055 364 – 2419
plan deficit per balance sheet 156 43 57 256 233 84 54 371
c movements in the present value of defined benefit obligations were as follows
31 december 2013 31 december 2012
uk plans
funded
£m
us plans
funded
£m
unfunded
plans
£m
total
£m
uk plans
funded
£m
us plans
funded
£m
unfunded
plans
£m 
total
£m
at 1 january 2288 448 54 2790 2116 385 50 2551
current service costs 10 07 03 20 12 06 01 19
interest cost 99 18 02 119 101 17 02 120
contributions by plan participants 05 – – 05 07 – – 07
experience on benefit obligations 05 03 – 02 07 11 – 18
actuarial lossesgains – financial 32 57 – 25 116 36 06 158
actuarial losses – demographic 49 01 – 50 – 28 – 28
benefits paid 91 15 03 109 90 14 03 107
curtailment creditcharge – 11 – 11 19 – – 19
exchange differences – 06 01 05 – 21 02 23
at 31 december 2387 388 57 2832 2288 448 54 2790
d movements in the fair value of plan assets were as follows
31 december 2013 31 december 2012
uk plans
funded
£m
us plans
funded
£m
unfunded
plans
£m
total
£m
uk plans
funded
£m
us plans
funded
£m
unfunded
plans
£m 
total
£m
at 1 january 2055 364 – 2419 1863 343 – 2206
interest on plan assets 91 14 – 105 76 18 – 94
actual return on plan assets less interest 95 29 – 66 57 24 – 81
contributions from employer 84 17 – 101 142 11 – 153
contributions by plan participants 05 – – 05 07 – – 07
benefits paid 91 15 – 106 90 14 – 104
running costs 08 – – 08 – – – –
exchange differences – 06 – 06 – 18 – 18
at 31 december 2231 345 – 2576 2055 364 – 2419
e amounts recognised in the income statement in respect of these defined benefit schemes are as follows
31 december 2013 31 december 2012
uk plans
funded
£m
us plans
funded
£m
unfunded
plans
£m
total
£m
uk plans
funded
£m
us plans
funded
£m
unfunded
plans
£m 
total
£m
current service cost included within operating profit 10 07 03 20 12 06 01 19
running costs 08 – – 08 – – – –
curtailment creditcharge – 11 – 11 19 – – 19
chargecredit included within operating profit 18 04 03 17 31 06 01 38
included within finance costs 08 04 02 14 25 01 02 26
amount recognised in the income statement 26 – 05 31 56 05 03 64
strategic report governance financial statements additional information
101 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom 37 reti rement benefit schemes continued
f amounts recognised in other comprehensive income are as follows
31 december 2013 31 december 2012
uk plans
funded
£m
us plans
funded
£m
unfunded
plans
£m
total
£m
uk plans
funded
£m
us plans
funded
£m
unfunded
plans
£m 
total
£m
n et actuarial gainlosses in the year due to
– change in financial assumptions 32 57 – 25 116 36 06 158
– change in demographic assumptions 49 01 – 50 – 28 – 28
– experience adjustments on benefit obligations 05 03 – 02 07 11 – 18
actual return on plan assets less interest on plan assets 95 29 – 66 57 24 – 81
gainslosses recognised in other comprehensive income 19 24 – 43 66 51 06 123
actuarial gains of £43m 2012 – £123m losses have been recognised in the statement of comprehensive income the cumulative amount 
of actuarial losses recognised in the statement of comprehensive income as at 31 december 2013 is £463m 2012 – £506m
g assets and assumptions in funded plans
uk plans funded us plans funded
2013
£m
2012
£m
2013
£m
2012
£m
fair value of plan assets 
equities 724 587 – –
bonds 809 806 345 364
gilts 684 676 – –
cash and net current liabilitiesassets 14 14 – –
total 2231 2055 345 364
actual return on plan assets 186 133 15 42
the uk plan assets are held exclusively within instruments with quoted market prices in an active market with the exception of the holdings in 
insurance policies 
the uk plan does not invest directly in property occupied by the company or in financial securities issued by the company
uk plans funded us plans funded
2013
£m
2012
£m
2013
£m
2012
£m
key assumptions per annum 
inflation 33 29 na na
increases in salary 20 20 40 40
increase in pensions 32 29 00 00
increase in deferred pensions 33 29 00 00
rate used to discount plan liabilities 45 44 48 39
life expectancy of a male aged 65 at the yearend 219 208 192 191
life expectancy of a male aged 65 20 years after the yearend 236 227 192 191
notes to the fi na ncial stateme nt continued senior plc  ann ual repo rt  acco un ts 2013 102 37 reti rement benefit schemes continued
benefits under the us funded plans are not linked to inflation
for the uk plan the estimated impact on the plan deficit at 31 december 2013 of changes in key assumptions is as follows
increase in
plan deficit
£m
05 decrease in the discount rate 190
o neyear increase in life expectancy 70
05 increase in inflation 120
these sensitivities have been calculated to show the movement in the defined benefit obligation in isolation and assuming no other changes 
in market conditions at the accounting date this is unlikely in practice – for example a change in discount rate is unlikely to occur without any 
movement in the value of the assets held by the plan
h o ther postretirement liabilities
this balance comprises an unfunded german pension plan £32m 2012 – £31m unfunded closed pension and postretirement healthcare plans 
in the usa £03m 2012 – £03m and provision for postretirement payments in france of £22m 2012 – £20m
the closed pension and postretirement healthcare plans in the us have been valued on a projected unit method with the following assumptions 
discount rate 48 and annual healthcare cost trend rate of 100 until the payment for medical benefits cease in december 2014 the effect of a 
1 increase or decrease in the healthcare cost trend rate is negligible to the group’s results the german plan has been subject to formal actuarial 
valuation on a projected unit method with the following assumptions discount rate 34 salary growth 20 and inflation 20 in france the 
provision arises from a legal obligation to make payments to retirees in the first two years postretirement hence it is not subject to discounting 
to the same extent as the other longerterm postretirement liabilities
38 relate d pa rty t ransactions transactions between the company and its subsidiaries which are related parties are set out below these eliminate on consolidation
year ended
2013
£m
year ended
2012
£m
transactions in year
management charges 25 22
pension recharges 05 06
interest receivable 22 21
interest payable 18 23
dividend received 481 500
balances at yearend
investments in subsidiaries 2599 2518
amounts due from subsidiaries 1383 1426
amounts due to subsidiaries 1073 1153
the management and interest charges are made on terms equivalent to those that prevail in arm’s length transactions
the remuneration of the directors and senior managers who are the key management personnel of the group is set out in the remuneration 
report on pages 40 to 55
strategic report governance financial statements additional information
103 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom  
group income statement
2013
£m
2012
£m
2011
£m
2010
£m
2009
£m
revenue
continuing operations 7751 7120 6223 5522 5252
discontinued operations – 178 184 147 149
7751 7298 6407 5669 5401
adjusted operating profit
continuing operations 1076 1006 873 744 586
discontinued operations – 08 10 10 08
1076 1014 883 754 594
lossprofit on sale of fixed assets – 01 03 02 01
exceptional pension creditcharge 11 19 – – 63
amortisation of intangible assets from acquisitions 42 43 44 46 46
impairment of goodwill 127 – – 87 –
restructuring costs 19 – – – –
reversal of contingent consideration payable 38 – – – –
acquisition costs 04 06 06 01 –
o perating profit 933 945 830 622 610
investment incomefinance costs net 81 77 79 79 72
n et finance cost of retirement benefit obligations 14 26 24 22 42
profit on disposal of discontinued operations – 25 – – –
profit before tax 838 867 727 521 496
tax 124 168 177 117 106
profit for the year 714 699 550 404 390
depreciation and amortisation of intangibles 265 251 230 246 254
gross capital expenditure including finance lease assets 297 261 223 142 126
basic earnings per share 1722p 1711p 1368p 1011p 979p
diluted earnings per share 1700p 1669p 1321p 977p 958p
adjusted earnings per share 1900p 1775p 1455p 1201p 891p
dividends in respect of year – per share 512p 465p 380p 312p 260p
– value 213 193 153 125 104
group balance sheets
n oncurrent assets 3936 3874 3629 2922 2991
n et current assets 1011 948 750 933 635
n oncurrent liabilities 1332 1693 1616 1596 1778
n et assets 3615 3129 2763 2259 1848
n et borrowings 592 709 930 637 1023
 
group cash flow
n et cash from operating activities 924 833 771 702 698
interest received 02 03 03 07 26
proceeds from disposal of property plant and equipment 09 01 03 21 03
purchase of property plant and equipment – cash 287 253 211 135 123
purchase of intangible assets 10 08 10 07 03
free cash flow 638 576 556 588 601
dividends paid 199 164 131 108 104
acquisitions less disposals 305 236 686 83 05
investment in joint venture 05 09 – – –
share issues 01 23 – 03 01
purchasesale of shares held by employee benefit trust 09 10 – 14 –
decrease in loans 02 02 02 46 155
decrease in finance leases 05 06 04 02 02
cash inflowoutflow on forward contracts – – 02 – 252
increasedecrease in cash and cash equivalents 114 172 265 366 94
senior plc  ann ual repo rt  acco un ts 2013 104
f iveyear summar y  o perating companies business units locations
senior uk limited incorporated in england and wales senior aerospace bird bellows congleton
senior aerospace bwt macclesfield
senior flexonics crumlin crumlin
senior aerospace weston earby
senior aerospace atlas composites ilkeston 
thermal engineering limited incorporated in england and wales senior aerospace thermal engineering royston
senior aerospace thailand limited incorporated in thailand senior aerospace thailand chonburi thailand
senior o perations llc incorporated in delaware usa senior aerospace absolute manufacturing arlington washington
senior aerospace amt arlington washington
senior aerospace capo industries chino california
senior aerospace composites wichita kansas
senior aerospace jet products san diego california
senior aerospace ketema el cajon california
senior aerospace metal bellows sharon massachusetts
senior aerospace damar monroe washington
senior aerospace ssp burbank california
senior aerospace connecticut enfield connecticut
senior flexonics bartlett bartlett illinois
senior flexonics ga franklin wisconsin
senior flexonics pathway n ew braunfels texas  maine 
delaware
senior aerospace gmbh incorporated in switzerland senior aerospace mexico saltillo mexico
senior flexonics mexico saltillo mexico
senior aerospace bosman bv incorporated in the n etherlands senior aerospace bosman rotterdam n etherlands
senior calorstat sas incorporated in france senior aerospace calorstat dourdan france
senior aerospace ermeto sas incorporated in france senior aerospace ermeto blois france
senior flexonics blois sas incorporated in france senior flexonics blois blois france
senior flexonics sa pty limited incorporated in the  
republic of south africa
senior flexonics cape town cape town south africa
senior flexonics gmbh incorporated in germany senior flexonics germany kassel germany
senior india private limited incorporated in india senior flexonics n ew delhi n ew delhi india
senior flexonics czech sro incorporated in the czech republic senior flexonics o lomouc o lomouc czech republic
senior do brasil ltda incorporated in brazil senior flexonics sao paulo sao paulo brazil
senior o perations canada limited incorporated in canada senior flexonics canada brampton o ntario
 senior aerospace weston was merged into senior uk limited on 31 december 2013
 atlas composites limited was acquired on 8 february 2013 and merged into senior uk limited on 23 april 2013
 thermal engineering limited was acquired on 29 n ovember 2013
 weston sea limited changed its name to senior aerospace thailand limited on 17 january 2014
the group has a 49 interest in senior flexonics technologies wuhan limited a jointly controlled entity incorporated in china
all other 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
the group undertakings listed above include only those that in the opinion of the directors principally affect the profits or assets of the group 
a full list of all group undertakings will be appended to the annual return 2013
strategic report governance financial statements additional information
105 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom
pr incipal group und e rtakings a nalysis of sha rehol de rs at 31 decembe r 2013
shareholders issued shares
n umber  millions 
by category
corporate bodies 1074 3203 40312 9692
o ther shareholders 2279 6797 1281 308
3353 10000 41593 10000
by range of holdings
1 – 24999 2906 8667 1133 272
25000 – 49999 117 349 410 098
50000 – 249999 148 441 1710 412
250000 – 499999 64 191 2340 562
500000 – 999999 40 119 2900 698
1000000 – and over 78 233 33100 7958
3353 10000 41593 10000
the number of shares in issue at 31 december 2013 was 415934031
sha re regist ra rs all shareholder records are maintained by equinti and all correspondence should be addressed to the registrar senior plc at the equniti address 
shown on the inside back cover 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 share certificate or request for or change to a dividend mandate
equiniti provides a range of shareholder information online shareholders can check their holdings update details and obtain practical help on 
transferring shares at wwwshareviewcouk
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 equiniti 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 equiniti so holdings can be combined if appropriate
c rest 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 25 april 2014 and any adjournments thereof by using the procedures described in the crest manual further 
details relating to voting via crest may be found on the 2014 agm n otice of meeting and form of proxy
senior plc  ann ual repo rt  acco un ts 2013 106
add itional sha rehol de r info rmation  strategic report governance financial statements additional information
107 senior plc  annu al repo rt  accounts 2013 wwwsenio rplccom
t he key events fo r s enio r in 2014 a re set out below some of the dates are indicative only and may be subject to change
3 ma rch preliminary announcement of the 2013 annual results
14 m a rch publication of the annual report  accounts 2013
24 a p ril interim management statement
25 a p ril annual general meeting
30 a p ril shares exdividend for the 2013 final dividend
2 m ay
record date for shareholders on the register to receive  
2013 final dividend
30 m ay
payment of the 2013 final dividend
4 a ugust preliminary announcement of the 2014 interim results
8 a ugust publication of the interim report 2014
22 o ctobe r
interim management statement
22 o ctobe r
shares exdividend for the 2014 interim dividend
24 o ctobe r
record date for shareholders on register to receive 2014  
interim dividend
28 novembe r
payment of the 2014 interim dividend
2014 financial calen da r s ec reta ry an d registe re d o ffice andrew bodenham 
senior plc 
5961 high street rickmansworth hertfordshire wd3 1rh
registered in england and wales n o 282772
regist ra rs equiniti 
aspect house spencer road lancing west sussex bn 99 6da
a u ditor
deloitte llp 
mountbatten house grosvenor square southampton so 15 2bz
sha reg ift 
if you have only a small number of shares which would cost more  
for you to sell than they are worth you may wish to consider  
donating them to the charity sharegift registered charity 1052686 
which specialises in accepting such shares as donations the sharegift 
transfer form may be obtained from equiniti the company’s registrars 
at wwwshareviewcouk there are no implications for capital gains 
tax purposes no gain or loss on gifts of shares to charity and it is 
also possible to obtain income tax relief further information about 
sharegift may be obtained on 020 7930 3737 or from  
wwwsharegiftorg
s olicito rs slaughter and may 
o ne bunhill row london ec1y 8yy
pr incipal uk c lea ring b anke rs 
lloyds banking group plc 
25 gresham street london ec2v 7hn
f inancial ad vise rs 
lazards  co limited 
50 stratton street london w1j 8ll
s tockbr oke rs jefferies hoare govett 
vintners place 
68 upper thames street 
london ec4v 3bj
senior plc  ann ual repo rt  acco un ts 2013 108
o ffice rs and a dvise rs  senior plc
5961 high street 
rickmansworth 
hertfordshire wd3 1rh 
united kingdom
wwwseniorplccom
t 44 0 1923 775547
f 44 0 1923 775583
senior plc  annual report  accounts 2013


Summary:
 2013 financial results summary
2013 2012 change
revenue £7751m £7298m 6
adjusted 
operating profit
£1076m £1014m 6
adjusted 
operating margin
139 139 ppts 
adjusted profit 
before tax
£981m £911m 8 
adjusted earnings 
per share
1900p 1775p 7 
total dividend 
per share
512p 465p 10 
free cash flow £638m £576m 11
net debt £592m £709m £12m
decrease
2013 was another year of solid progress 
for senior
total group revenue increased by 62 to £775 1m 
2012 – £7298m revenue from continuing 
operations excluding the sale of senior hargreaves 
in october 2012 which contributed £178m of 
revenue in 2012 increased by £631m 89 
including an incremental £339m from three 
acquisitions thermal acquired in november 
2013 £10m atlas acquired in february 2013 
£30m and the fullyear effect of the 
acquisition of ga in november 2012 £299m 
if the effect of acquisitions and a yearonyear 
favourable exchange impact of £54m are 
excluded underlying revenue from organic 
operations increased by 33 on a constant 
currency basis in 2013 66 of sales from 
continuing operations originated from north 
america 15 from the uk 12 from the rest 
of europe and 7 from the rest of the world
adjusted operating profit increased by £62m 
61 to £1076m 2012 – £1014m due to a 
combination of the increase in organic 
operations’ revenue further operational 
improvements and yearonyear acquisition 
contributions of £23m overall exchange rate 
movements had no impact on 2013 adjusted 
operating profit compared to 2012 adjusted 
profit before tax increased by £70m 77 
to £981m 2012 – £911m 
excluding acquisitions underlying adjusted 
operating profit from organic continuing 
operations increased by 47 on a constant 
currency basis the group achieved an 
adjusted operating margin of 139 in 2013 
2012 – 139 
total group reported operating profit from 
continuing operations was broadly similar to 
the prior year at £933m 2012 – £937m
the underlying tax rate in 2013 was 197 
2012 – 204 and adjusted earnings per share 
increased by 7 to 1900 pence 2012 – 1775 
pence basic earnings per share rose by 10 
to 1722 pence 2012 – 1711 pence
the group continues to be highly cash
generative and delivered free cash flow of 
£638m 2012 – £576m after increased net 
investment in capital expenditure of £288m 
2012 – £260m as a result the level of net 
debt at the end of 2013 of £592m was 
comfortably below the £709m at the start 
of the year even after spending £305m on 
acquisitions and investing a further £05m in 
the group’s joint venture in china during 2013 
this yearend net debt level leaves the group 
well placed to fund future organic and 
acquisitive growth
the board is recommending a final dividend 
of 360 pence per share 2012 – 327 pence 
if approved this will bring the total dividends 
paid and proposed in respect of 2013 to 512 
pence per share an increase of 10 over 
2012 slightly ahead of the increase in adjusted 
earnings per share 
delivery of group strategy
significant progress was made in delivering 
the strategy during 2013 with the group’s 
portfolio enhanced through two acquisitions 
a healthy level of business being won on new 
programmes and market share gains being 
secured on existing platforms the group’s 
culture of operational excellence providing high 
levels of customer satisfaction and safer more 
efficient factories and the group’s employees 
working enthusiastically and innovatively to 
deliver a strong performance in 2013 and to 
enhance the growth prospects for the group
the acquisitions of atlas and thermal in 2013 
have added the complementary capabilities of 
structural composites and hotforming and 
aerospace insulation to the group when 
combined with the global reach customer 
relationships and financial strength of the 
existing senior operations these additional 
capabilities are expected to provide healthy 
longterm growth opportunities for the 
aerospace division indeed atlas is already 
working together with senior aerospace bwt 
to provide cabin airsupply ducting systems for 
the future bombardier cseries mitsubishi 
regional jet and embraer e2jet aircraft 
operating in successful end markets and 
being aligned with the right customers is 
an important determinate to senior’s future 
growth prospects the group’s most important 
market is large commercial aircraft now 
representing 36 of group sales where 
boeing and airbus collectively delivered 1274 
aircraft in 2013 7 more than the prior year 
and booked 2858 net orders their combined 
order book of 10639 aircraft represents a very 
healthy eight years’ production at current build 
rates meaning good growth can be expected 
in the future the group’s customers 
increasingly operate on a global basis and it is 
important that senior is able to support them 
across the world accordingly during 2013 
further investment was made in the group’s 
chinese joint venture with heavyduty engine 
commonrail production commencing at the 
year end and a new factory set up in mexico to 
serve the north american landvehicle market 
for flexible exhaust connectors in aerospace 
having worldclass production capabilities in 
asia will be very important in the future as 
the region represents the fastest growing 
airpassenger market in the world in its 
thailand facility senior has a good foundation 
to build upon to meet this customer demand 
signific ant progress in delivering 
the g roup’s str ategy in 2013 provides 
another strong set of results 
t he g roup’s reput ation a nd the 
opportunities it is developing me an 
future prospects rem ain encour aging mark rollins
group chief executive
senior plc  annual report  accounts 2013 18
group chief executive’s summary  
of the year 2013 performance  with 2014 planned to see the construction of 
significant additional capacity including the 
installation of a specialist treatments facility 
at a total cost of some £6m over the next 
three years
in industries where customers have choices 
with whom they do business senior’s ontime 
delivery and quality record and its cost 
competitiveness are key to the group gaining 
market share and winning work on new 
programmes accordingly great focus is placed 
at each operation on using “lean” principles 
such as kaizen events to deliver operational 
improvements to reduce costs improve 
product flow optimise use of resources 
and improve safety investment in modern 
equipment and fitforpurpose facilities such 
as the new factory built for the structures 
business at senior aerospace weston in 2013 
are also ongoing requirements in an 
environment where technology and customer 
expectations are always advancing senior’s 
financial strength allows the group to remain 
at the forefront in this regard with increases in 
the shipset value on the b787 and a350 during 
2013 and the fact that the group now has 
30 more content on the b737 max and 56 
more on the a320neo than the current b737 
and a320 aircraft respectively providing 
tangible evidence of senior’s success in 
delivering its strategy 
recruiting and developing good leaders is 
arguably the most critical aspect to the group’s 
future success senior’s culture is one of 
empowered entrepreneurial leadership 
operating within a fixed control framework 
where communication of good and bad news is 
encouraged and equally accepted and success 
is recognised and fairly rewarded over the past 
five years the group development programme 
which is personally important to me has been 
successfully expanded and increasingly focused 
on leadership development during 2014 the 
programme is to be further enhanced with the 
introduction of a senior executive programme 
for potential future leaders and “driving 
innovation” workshops for all of the group’s 
operating company ceos both in conjunction 
with ashridge business school 
whilst the historic performance of senior 
over recent years and the strong platform 
the group has built for the future clearly 
demonstrates healthy progress in 
implementing the group’s strategy the board 
is cognisant of the need for strategy to evolve 
as markets and technologies change and the 
group gets larger and more complex as a 
consequence the board and executive team 
increased their focus on strategy during 2013 
and can be expected to do so throughout 2014 
corporate responsibility
corporate responsibility is a key part 
of how we do business at senior and i am 
pleased to report excellent progress on a 
number of fronts this year 
we have enhanced our training and 
development programme and improved 
collaboration and sharing of good practices 
across the divisions during the year we also 
improved the communication of our anti
bribery and corruption measures and 
strengthened compliance through our internal 
audit processes the group has further 
reduced its carbon emissions and our core 
environmental metrics also demonstrated 
healthy improvement as we invest to reduce 
energy and water consumption sustainability 
drives demand for many of our services and 
operating in an ethical and responsible manner 
is integral to our customer relationships 
improvements have also been made to our health 
and safety programme through the rollout of 
technical standards for the core health and 
safety risks these have helped to identify 
potential hazards and contributed towards 
improving our two key safety metrics see 
table on page 17
outlook 
the year has started satisfactorily and with the 
large commercial aerospace market remaining 
strong and some early signs of an economic 
recovery taking place progress is expected to 
be made across the group’s operations during 
2014 the second half of the year is expected 
to benefit in particular from civil aircraft build 
rates continuing their upward trend the a350 
aircraft being delivered to customers and an 
anticipated large expansion joint contract 
commencing delivery however whilst solid 
progress is expected to be made locally in 
2014 volatile foreign exchange movements 
add more uncertainty as to the reported group 
outcome for the year
looking further ahead the entry into service 
of the a350 in late 2014 and its subsequent 
production rampup together with boeing’s 
and airbus’ plans to increase the build rates 
of their b787 b737 and a320 aircraft mean 
the outlook for the large commercial aerospace 
sector is both strong and visible this is 
senior’s most important market representing 
36 of group revenue in 2013 however price 
pressure remains ongoing across the 
commercial aerospace industry and is being 
managed in line with expectations as well as 
increases in buildrates senior expects to 
benefit from the greater content it has on the 
newengine versions of the high volume 
narrowbodied aircraft the a320neo and b737 
max which are scheduled to enter service in 
2015 and 2017 respectively having a world
class aerospace facility in asia is also expected 
to lead to increases in market share as the 
recent contract awards to the group’s thailand 
operation from rollsroyce for the a350 xwb 
engine and from spirit aerosystems on the 
b787 clearly demonstrate this facility is now 
being significantly expanded
whilst a much smaller part of the group 
prospects also remain encouraging in the 
regional and business jet sector with 
bombardier’s cseries aircraft on which the 
group has healthy content commencing its test 
programme during 2013 and senior winning the 
lowpressure ducting package for the embraer 
e2jet less encouraging is the outlook for 
military and defence representing 14 of 
group sales in 2013 with increases in the 
build rates of new programmes such as the 
a400m military transporter and the p8 naval 
reconnaissance aircraft not expected to entirely 
offset the impact of reduced defence spending 
by the usa and european governments
in flexonics the longerterm outlook for 
senior’s land vehicle operations is showing 
some early signs of improvement with 
volumes of passenger vehicles in europe 
anticipated to gradually improve from the 
sixyear low seen in 2013 production of 
heavyduty engine commonrails now 
commencing in china and the group’s global 
footprint leading to more customer enquiries 
for flexible exhaust connectors progress also 
continues to be made in winning additional 
heavyduty exhaust gas recycling cooler 
programmes although this has been slower 
than hoped for and the much improved life of 
the current product is resulting in lower 
revenue from spareparts whilst the future 
level of the group’s industrial activity is less 
visible given its often oneoff project nature 
the group’s industrial endmarkets such as 
power generation oil and gas chemical 
processing medical and semiconductor are 
likely to grow broadly in line with global 
economic activity in addition environmental 
legislation continues to tighten across the 
globe which can be expected to provide 
greater demand for the group’s products
as well as the organic growth opportunities 
mentioned above senior’s cashgenerative 
nature strengthening market and financial 
position provide a solid platform from which 
the group can continue to pursue acquisitive 
growth opportunities on a targeted basis 
consequently whilst senior will undoubtedly 
face a number of challenges as it pursues 
its growth agenda the group’s reputation 
and opportunities it is developing mean the 
prospects for the future remain encouraging
mark rollins
group chief executive
 
19 senior plc  annual report  accounts 2013 wwwseniorplccom
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