senior plc annual report and accounts 2004 senior plc corporate proﬁle
contents
senior is an international manufacturing group with
operations in 11 countries senior designs manufactures 
and markets high technology components and systems for
the principal original equipment producers in the worldwide
aerospace automotive and specialised industrial markets
aerospace 45 of group turnover
1
engine structures and mountings fluid control 
systems metallic highpressure ducting composite 
lowpressure ducting
automotive 40 of group turnover
1
flexible exhaust connectors engine emission 
pipework diesel fuel systems air conditioningturbo
charger pipework
industrial 15 of group turnover
1
metallic and fabric expansion joints flexible metallic 
hoses composite hoses ventilation ducting
1 financial highlights
2 chairman’s statement
3 chief executive’s review
4 aerospace
4 automotive
5 industrial
6 finance director’s review
8 board of directors
9 report of the directors
11 – remuneration report
16 – ethical social health
– safety and environmental report
18 – corporate governance report
21 independent auditors’ report 
to the members of senior plc
22 group proﬁt and loss account
23 balance sheets
23 group statement of 
total recognised gains and losses
24 group cash ﬂow statement
25 notes to the accounts
46 five year summary
47 principal group undertakings
48 additional shareholder information
48 2005 financial calendar
ibc ofﬁcers and advisers
note
1
continuing business only senior plc annual report and accounts 2004 1
3684
3229
3068 04
03
02
financial highlights 2004
turnover
3
£m
200
200
200 04
03
02
dividends per share pence
874
642
506 04
03
02
net debt £m
64 
54 
53 04
03
02
operating margin
3

131
80
104 04
03
02
gross capital expenditure £m
447
313
365 04
03
02
underlying earnings per share pence
252
202
105 04
03
02
free cash flow £m
note
3
continuing business before amortisation of goodwill
year ended 31 december
2004 2003
1
turnover from continuing operations £3068m £3229m
underlying proﬁt before tax
2
£127m £114m
underlying earnings per share
2
365p 313p
loss on businesses sold £133m £nil
lossproﬁt before taxation £52m £64m
basic lossearnings per share 225p 150p
free cash ﬂow
2
£105m £202m
net borrowings £506m £642m
dividends per share 200p 200p
note
1
the comparative ﬁgures for 2003 have been restated to reﬂect the adoption 
of frs 17 “retirement beneﬁts” and uitf 38 “accounting for esop trusts”
2
see finance director’s review for derivation of nonstatutory information senior plc annual report and accounts 2004
2
chairman’s statement
“senior has delivered an encouraging set of results achieving an increase
in underlying earnings per share and a reduction in debt despite the
adverse effects of the weakening us dollar and signiﬁcant raw material
price increasesthe group’s recent automotive diesel programme wins
scheduled to start production in late 2006 combined with the ongoing
recovery in the civil aerospace market mean senior has an excellent
base for proﬁtable growth in the mediumterm”
senior made further progress during 2004
in building the foundations for an improved
future performancethe ongoing focus 
on better production efﬁciency process
improvement and enhanced product
development are all targeted at delivering
proﬁtable organic growth for the future
it is particularly encouraging to report that
in the latter part of 2004 the group secured
a number of automotive programmes for
new products developed over the past two
yearsthe year’s main operating challenge
was the signiﬁcant rise in raw material prices
proﬁts were also adversely impacted by the
translation effect of the continued weakening
of the us dollar against this background
the group reported an improvement 
in underlying earnings per share and 
a further reduction in net debt
financial results
largely because of the weaker us dollar
and the disposals completed in the year
group turnover declined by 82 to
£3259m 2003 – £3549m and operating
profit before goodwill amortisation by 
92 to £168m 2003 – £185ma much
reduced charge for interest and lower net
finance charges for retirement beneﬁts
resulted in underlying profit before taxation
increasing to £127m 2003 – £114m
underlying earnings per share increased 
by 166 to 365p 2003 – 313p restated
for the full implementation in 2004 of
financial reporting standard 17 “retirement
beneﬁts” and urgent issues task force 38
“accounting for esop trusts”the derivation
of underlying earnings per share and other
nonstatutory information is explained 
in the finance director’s review
the loss on disposal of businesses was
£133m 2003 – £nil such that the group
reported a loss after tax of £69m 2003 –
£46m proﬁtthe basic loss per share was
225p 2003 – 150p earnings per share
in the aerospace division the reported
turnover reduction of 29 to £1396m
2003 – £1438m was entirely due to 
the weaker us dollar underlying demand
improved and this together with a continued
focus on manufacturing efficiency and 
the benefit of prior year cost reductions
resulted in operating proﬁt before goodwill
amortisation increasing by 208 to £93m
2003 – £77mthe recovery in the civil
sector gained momentum throughout the
year and demand in the defence and military 
sector remained steadythe operating margin
was 67 2003 – 54
sales of automotive vehicles were ﬂat in
both north america and europe however
turnover in the group’s automotive
division declined by 52 to £1229m
2003 – £1296m primarily due to adverse
exchange rate movements and some north
american product programmes coming 
to an end in europe and the rest of the
world the group’s automotive turnover
increased impacted by adverse exchange
rate movements raw material price
increases and supplier problems in france
divisional operating proﬁt before goodwill
amortisation declined by 143 to £66m
2003 – £77m resulting in an operating
margin of 54 2003 – 59
in the industrial division the sale of the 
five industrial hose businesses for a total
consideration of £83m was completed 
in august bringing the group’s ongoing
disposal programme to an endthe turnover
of the three remaining industrial businesses
declined by 102 to £449m 2003 – £500m
and the operating profit before goodwill
amortisation to £05m 2003 – £20m
the reductions were the result of poor
market conditions and the costs of the
major rationalisation exercises undertaken 
at two of the three operations
net debt at the end of 2004 was £506m
a 21 reduction from the 2003 yearend
debt of £642m
dividend
the board is recommending an unchanged
ﬁnal dividend of 135p per share in respect
of 2004 bringing the total dividend for the
year to 200p per share 2003 – 200p
employees and the board
gordon campbell joined the group as 
a nonexecutive director in july 2004 and 
i would like to welcome him to the board
having been appointed to the board 
during the year he will stand for reelection
by the shareholders at the forthcoming
annual general meeting
the group’s employees have once again
worked with enthusiasm and commitment
whilst dealing with the many challenges our
economies industries and customers presented
to us i would like to thank them for their
wholehearted contribution during 2004
outlook
the recovery in the aerospace industry is well
underway with demand for large civil aircraft
increasing and whilst automotive market
demand remains steady new programme
wins in the diesel sector in europe and more
particularly in north america augur well 
for the futurethe new automotive products
go into production from mid 2006 onwards
and as previously stated capital investment 
is expected to increase signiﬁcantly during
2005 as production capacity is installed to
meet the growth in demand
the group’s disposal programme which
commenced in 2000 is at an end and most
of the planned plant rationalisations have
been completedthe us dollar has been
relatively stable against other major currencies
since the yearend but raw material prices
show few signs of decliningtrading in the ﬁrst
two months of 2005 has been satisfactory
as a result the group can anticipate 
a challenging but less volatile environment 
in 2005 with encouraging prospects thereafter
as the new automotive programmes go 
into production and the aerospace market
continues to grow
james kerrmuir
chairman senior plc annual report and accounts 2004 3
senior is a supplier of engineered products
to oem customersthe demands upon its
factories are directly linked to the market
conditions its customers are experiencing as
well as the relative success of their products
in their chosen market sectors over the
past two years senior has significantly
increased its resources in the development
of new products and processes in order 
to increase sales to the oem customers
and irrespective of the market conditions
grow the top line sales of the groupthese
efforts are beginning to bear fruit
in aerospace the civil aircraft sector
continues to recover boeing is forecast 
to build 314 planes in 2005 compared 
to 285 in 2004 at airbus the expectation 
is for deliveries of 350 aircraft in 2005
up from 320 in 2004 combined this 10
increase in high value products – aircraft 
and engines – demonstrates the ongoing
recovery across the industrythe regional 
jet builders and their engine suppliers 
are not as ambitious because most of their
main customers the big north american
hub operators remain in ﬁnancial difﬁculty
senior’s aerospace division has around 29
of its turnover in the defence and military
sector where demand has been strong
particularly for replacement parts for aircraft
serving in active military regions around the
worldthe division also contains elements
of medical and semiconductor business
both of which saw solid demand in 2004
across the aerospace division the total
anticipated shipset value for each airbus
a380 aircraft has grown to about £190k
the substantial development costs on the
programme are coming to an end and 
it is anticipated that more than ten shipsets
will be delivered in 2005 as production
commencesthe maiden flight of the 
a380 is targeted for the first half of 2005
the shipset value on the lockheed martin
joint strike fighter has also increased 
now approximately £300kwhilst 
volume production is still some years 
off revenue is beginning to be generated
with test prototype and preproduction
parts now in manufacture being incremental 
to current production both these
programmes will add future sales and 
value to the division
other potential incremental programmes 
of note include the eurofighter which 
has now recommenced assembly the 
boeing 787 and airbus 350 aircraft for
which tenders are now being sought
and the a400m a new european military
transport aircraft
senior’s automotive division experienced 
a range of challenges and opportunities
during 2004the marketplaces in north
america and europe are mature and saw
little growth in the period in the usa
however asian car companies continued 
to increase share at the expense of the 
“big 3” whose market share declined from
602 in 2003 to 587 in 2004their
initiatives to retain market share and stem
the decline led to continued pressure on
the division’s product pricingthe situation
was exacerbated by the steep increase in
the price of many raw materials including
the stainless steels used in abundance by
senior during the year the management
time absorbed in dealing with these pricing
issues was considerable
the group’s automotive operation in the
usa continued to reduce sales as product
programmes came to an end as expected
and together with the raw material issues
it was a challenge to ensure the
momentum required in new product
development was maintained pleasingly
these efforts were rewarded during 2004
with the booking of several new product
programmes mainly associated with
commercial diesel engine production
in europe all commercial vehicles and about
50 of passenger cars use diesel engines
whereas in north america the number 
of diesel engines produced is much lower
because they are rarely installed in passenger
vehicles new us legislation means that 
by 2007 all us diesel engines must conform
to much tougher emission standards and
to achieve this all manufacturers of diesel
engines are converting to what is known 
as “common rail” technology this technology
is already widely used by the european
manufacturers to increase power output
reduce noise and vibration improve fuel
consumption and meet the more stringent
emissions legislation
over the past three years the product
development efforts of senior automotive
have been increasingly focused on diesel
engines both in europe and the usa and
several new incremental programmes were
won during 2004 it is planned that the
manufacturing capacity needed to put these
new products into production will increase
overall group capital expenditure to nearly
twice depreciation in 2005
the planned industrial disposal programme
was completed in 2004 with the industrial
division reducing from eight operations 
to three following the sale of the division’s
ﬁve industrial hose businessesthe market
conditions experienced by the remaining
three proved to be mixed canada’s economy
continued strongly which helped but demand
from oil and gas power generation and uk
construction were well below expectation
a substantial cost reduction programme was
initiated to improve the future performance
of the division the benefits of which 
are expected to be seen in 2005 assisted 
by some degree of market recovery
chief executive’s review
“the group remains committed to the strategy of operational
improvement cost reduction and value enhancement through
product and process design and development operational
excellence impeccable customer service and proﬁtable pricing
continue to be core group objectives” senior plc annual report and accounts 2004
4
aerospace division
geographic turnover by destination
68 north america
10 uk
21 rest of europe
1 rest of world
the civil aerospace market began to show
signs of progressive recovery in 2004
following the market turmoil experienced 
in 2002 and 2003 as a result of the events
of 911 further recovery is expected 
in 2005
amongst the larger civil aircraft manufacturers
airbus is expected to deliver 350 planes in
2005 a 15 increase over the 305 planes
delivered in 2003 and a 9 increase over
the 320 planes delivered in 2004 by contrast
boeing is moving from 281 deliveries 
in 2003 and 285 in 2004 to an expected 
314 deliveries in 2005 – a 12 increase over
the three years in the regional jet sector
bombardier delivered 242 planes in 2003 
but only 195 in 2004 a reduction of 19
the other major regional jet manufacturer
embraer increased its deliveries by 47 
from 101 in 2003 to 148 in 2004the engine
manufacturers’ demands upon our operations
mirrored the changes in the mix of demand
for the aircraft
demand for military and defence products
remained at around 29 of divisional sales
this continued to help senior aerospace
ssp  in los angeles which designs and
fabricates high pressure ducting systems
the company moved ahead strongly on 
all fronts during the year and completed 
its factory modernisation programme
it now has a manufacturing facility that 
truly reﬂects its world leading product
design capability
senior aerospace metal bellows in sharon
massachusetts specialises in edgewelded
bellows products it benefited from 
the recovery in civil aircraft build rates
the demand for spares as more aircraft
returned to the sky and from the military
and defence sector remaining strong
the cost reductions implemented in 
2002 and 2003 also helped the company’s
profitability during 2004
senior aerospace bwt in the uk made
little progress in 2004this company has 
a technical leadership position in ultra 
low weight passenger cabin ducting with 
its biggest customer being bombardier 
to whom it sells in us dollars – hence 
the dual challenges in 2004 of declining
demand and a declining sterling selling price
there are a variety of initiatives and new
product programmes in development to
help mitigate this situation in the future
senior aerospace composites is located 
in wichita kansas and manufactures
composite ducting but to a different
speciﬁcation to bwt this company has
borne very signiﬁcant startup costs on the
airbus a380 but these are now declining 
as the a380 programme starts production
recovery in demand for business jets at 
its biggest customer cessna will also help
the business to move ahead
in france senior aerospace ermeto 
was the main operation in the group
affected by the pause in production of the
euroﬁghter this programme is scheduled to
recommence during 2005 ermeto supplies
pipework and associated components for
the hydraulic systems on the euroﬁghter
and other aircraft product development
and production improvements are helping
its recovery at senior aerospace calorstat
also in france 2004 was a year of signiﬁcant
progress helped by new leadership of the
business and demand being ahead of
expectations at a number of its customers
senior aerospace bird bellows has a 
leading position in the supply of ﬂexible 
high pressure metallic ducting components
airbus’s increasing build rate is helping 
bird to grow turnover with the business
also beneﬁting from the ofﬂoad work being
outsourced by airbus as it prepares for
increased volumes and the ramp up in
production of the much larger a380
senior aerospace bosman in holland made
signiﬁcant progress in securing new business
with oems as its traditional repair business
declined product detail manufacture is
being outsourced to lower cost countries
and the business is planning to move to 
a smaller facility incorporating design ﬁnal
assembly and testing only new business
both in aerospace and power generation
is in discussion
in san diego usa the group has two
aerospace operations senior aerospace 
jet products began to see some recovery 
in 2004 as the build rate of the boeing 737
increased at senior aerospace ketema
an improved result was helped by higher
levels of demand on a range of programmes
however the operation will experience 
a signiﬁcant mix change in 2005 as new
business from goodrich rollsroyce and
pratt  whitney goes into production 
to replace reduced demand from the regional
jet engine manufacturersthis will entail
further investment in the complex machining
equipment necessary to meet the stringent
manufacturing demands required by the
new generation of aircraft engines
overall the aerospace division made 
healthy progress during 2004 with improved
operating proﬁts and an increase in operating
margin 2004 was a typical year for capital
expenditure with £41m invested 75 of
depreciationthe focus on lean manufacturing
remains as strong as ever and this should
help further progress to be made as the
aerospace market continues its recovery
automotive division
geographic turnover by destination
34 north america
7 uk
48 rest of europe
11 rest of world
the group’s main automotive markets the
usa and europe were ﬂat in 2004within
them however the trend of the asian brands
winning market share from the regional
brands continued in the usa the “big 3”
market share declined again whilst toyota
and nissan made further inroads in europe
bmw had a good year fiat a poor one and
toyota again advanced its market position
volume was not the primary challenge 
in 2004 for senior automotivethe major
challenge was and still is raw materials with
some genuine shortages suppliers demanding
huge price rises and the vehicle manufacturers
resisting component price increases because
of the impact on their own limited proﬁtability
the worst impact was at senior automotive
bartlett in the usa where some of its
products were designed out of customers’
vehicles and some legacy products moved
to lower cost countriesthe operation got
through the year with huge management
effort and with very substantial progress
made in securing incremental business with
new customers for new productsthese
products all for diesel engine applications
include high pressure fuel lines common
rails and exhaust gas recycling coolers senior plc annual report and accounts 2004 5
test facilities are being substantially upgraded
and manufacturing capacity installed ready
for production starting in late 2006 in order
that the customers’ diesel engines will 
meet the new 2007 emissions legislation
capital expenditure at this plant will be
substantially higher in 2005 and 2006 as 
a resultthe ongoing enquiry rate associated 
with this legislation change still remains 
highthe recovery in bartlett’s ﬁnancial
performance should start in 2006
senior automotive crumlin has also been
focused on product development whilst
like bartlett it has suffered migration of
legacy products to lower cost operations
diesel engines are in widespread use 
in passenger cars in europe and crumlin
has designed developed and tested a new
exhaust gas recycling cooler that is lighter
and more efficient than anything else 
on the market substantial prototype and
application engineering work is in progress
with three high volume european diesel
engine manufacturers
at senior automotive blois in france 2004
turned out to be a year of great challenge
its financial performance deteriorated 
as a result of unexpectedly high volume
increases a key production plant supplier
going into receivership and a key supplier
failing to consistently maintain supplies 
at the required level however additional
raw material sources have now been
commissioned with new machine capacity
from a different equipment supplier
shortly due for installation recovery 
is expected in 2005
senior automotive kassel in germany
moved ahead in 2004 helped by the 
cost reduction actions taken in 2003 and 
by stronger demand from its traditional
customersthe company has many new
product applications in discussion and
further progress is expected
senior automotive olomouc a greenﬁeld site
in the czech republic remained proﬁtable
throughout 2004 having moved into proﬁt
for the ﬁrst time at the end of 2003 its
products had been relocated from the group’s
blois facility in france over the previous two
years it is anticipated that further expansion
will take place at this site in due course
senior automotive sao paulo in brazil also
moved ahead in 2004 a more stable local
economy and steadier market demand helped
its automotive business a higher level of
demand was seen for its industrial products
senior’s operation in india senior automotive
new delhi grew strongly winning new
business for its domestic oem automotive
market as well as serving the growing
european automotive aftermarketas a result
plans are in place to increase the ﬂoorspace
of the factory during 2005 and to install
additional manufacturing capacity further
growth in this business is anticipated
senior automotive cape t own in south
africa had a successful year beginning with
the move into a much larger factory the
installation of new manufacturing equipment
and the start of production on a series of
new product linesthe automotive division’s
key legacy product for which senior has 
a substantial market position is the exhaust
flex for front wheel drive carsthis historically
migrated from bartlett in the usa and
crumlin in the uk to cape town as
customers took advantage of the weak local
currency more recently the south african
rand has strengthened so stemming the
flow nonetheless unit volumes on existing
programmes continue to grow
whilst 2004 was a challenging year for senior
automotive the division is now beginning to
see the fruits of the effort and resource that
has gone into new product development
over the past two years as a consequence
the performance of the division is expected
to improve in the coming years
industrial division
geographic turnover by destination
50 north america
46 uk
0 rest of europe
4 rest of world
the ﬁnal planned disposal was completed
during 2004 leaving turnover at the
remaining three operations at £449m in
2004 2003 – £500mthe ﬁve industrial
hose operations that left the group in
august 2004 had sales for the seven months
prior to disposal of £191m £320m for
the full year in 2003the ﬁnancial details 
of the disposal are contained in the finance
director’s review
of the three remaining businesses canada
did well helped by a supportive economy
continued attention to its cost base and 
the development of a more costeffective
supply base
at pathway in the usa the factory in
tennessee was closed and the factory 
in texas expanded all production operations
are now in the texan facility pathway is a world
leader in the design fabrication and installation
of large expansion joints for process plant
oil and gas and power generation applications
but during 2004 the market demand for its
products remained at a low levela recovery
in demand has become evident at the 
start of 2005 and this together with the
management and cost base overhaul now
being implemented should result in the
performance of pathway improving
senior hargreaves is the market leader 
in the design fabrication and installation of
ventilation ductwork but new construction
in the uk has recently been in the doldrums
the business underwent a strategic review
in 2004 with the result that in future a greater
emphasis will be placed on higher speciﬁcation
applications and the retail side of the business
hargreaves is expected to start to make
progress in 2005 with the new strategy 
in place and the completion of the ongoing
wembley stadium contract
the three industrial businesses are all in shape
to improve their performance in 2005 and
continue to progress thereafter
graham menzies
chief executive senior plc annual report and accounts 2004
6
financial performance
the group fully implemented financial
reporting standard 17 “retirement
beneﬁts” and urgent issues task force 38
“accounting for esop trusts” in the period
the comparative figures for 2003 have
been restated with underlying earnings 
per share for 2003 being restated to 313p
from the previously reported 352p
the chairman has commented on the
group’s headline results in his statement
for a second consecutive year the reported
results were significantly impacted by
adverse currency movements with the
average rate of the us dollar weakening 
by 104 us183£ in 2004 compared 
to us164£ in 2003 overall
on translation currency movements
reduced turnover of continuing operations
by £198m 61 and operating proﬁt 
from continuing operations before 
goodwill amortisation by £15m 86 
when compared to 2003
hence when stated on a constant currency
basis group turnover from continuing
activities increased by 12 to £3068m
2003 – £3031m using 2004 average
exchange rates and the group’s operating
proﬁt from continuing operations before
goodwill amortisation increased by 31 
to £164m 2003 – £159mthe operating
proﬁt of the aerospace division improved
by 329 to £93m 2003 – £70m
the automotive division declined by 
70 to £66m 2003 – £71m and the 
industrial division heavily impacted by the
restructurings at pathway and hargreaves
declined to £05m 2003 – £18m
the group’s operating proﬁt is reported
after £17m 2003 – £13m of reorganisation
and restructuring coststhe main reasons
for the 2004 charge were the consolidation
of pathway’s manufacturing onto a single
site £04m the outsourcing of component
manufacture at senior aerospace bosman
£04m and the business restructurings 
at senior automotive blois and senior
hargreaves each £03m
finance director’s review
interest charge
the net interest charge fell by 41 to
£29m 2003 – £49m due to a £08m
interest receipt received in connection 
with the recovery of the us tax overpaid 
in prior periods as well as the combination
of lower interest rates reduced borrowings
and the weaker us dollar interest cover
calculated on operating proﬁt before
goodwill amortisation less the net ﬁnance
cost in respect of retirement beneﬁts
was 54 times 2003 – 33 times
net finance cost – retirement beneﬁts
the net ﬁnance cost in respect of retirement
beneﬁts fell to £12m 2003 – £22mthis
cost which was reported for the ﬁrst time
in 2004 following the full implementation of
frs 17 arises from the difference between
the expected return on pension assets and
the interest on pension scheme liabilities
taxation
the overall tax charge for 2004 was £17m
2003 – £18m with £02m 2003 – £nil
relating to the proﬁt on sale of ﬁxed assets
the group’s effective tax rate for 2004
measured on profit before goodwill
amortisation and the effect of the disposal
of operations and ﬁxed assets was 118
2003 – 158the low 2004 effective tax
rate beneﬁted from £09m of adjustments
in respect of prior years during the year
cash refunds of £40m were received in
respect of us tax overpaid in prior periods
such that overall the group recovered 
a net £27m in respect of taxes in 2004
compared to the £08m paid during 2003
disposals
the group disposed of its ﬁve industrial
hose businesses located in the uk france
holland sweden and the usa in august
the consideration was discharged by way of
£58m of cash at completion and the issue
of a £25m convertible loan note and £25m
in convertible preference shares in calculating
the total anticipated consideration of £83m
on a debtfreecashfree basis full provision
was made against the carrying value of the
convertible preference shares a loss on
disposal of £133m was recorded after taking
account of the £06m of disposal costs £13m
of goodwill held on the group’s balance sheet
and £87m of goodwill previously writtenoff
directly to reserves
earnings and dividends per share
as a result of the loss on disposal of the
industrial hose businesses the group
reported a basic loss per share of 225p
2003 – earnings per share of 150p
underlying earnings per share before
goodwill amortisation and the effect 
of the disposal of operations and fixed
assets was 365p 2003 – 313p
an unchanged ﬁnal dividend of 135p per
share is proposed to be paid on 27 may
2005 to shareholders on the register 
on 29 april 2005this will bring the total
dividends paid in respect of 2004 to 200p
2003 – 200p
cash flow
free cash ﬂow was £105m 2003 – £202m
the yearonyear reduction was largely 
due to £40m 2003 – £13m of pension
payments in excess of service cost and 
an adverse working capital movement of
£57m 2003 – £04mthis was primarily
due to changes in customer mix yearend
development inventory for the joint strike
fighter which was due for shipment in early
2005 and a higher level of contract debtors
at senior hargreaves a signiﬁcant portion 
of which has already been recovered in
2005 net capital expenditure increased 
to 73 of depreciation 2003 – 43
funding and liquidity
net borrowings for the group fell by
£136m in the year to end at £506m
with exchange rate movements principally
the weakening us dollar from 179£ 
to 192£ accounting for £47m of the
reduction gross debt at the yearend 
was £573m 2003 – £791m of which 
92 was in us dollar as a policy hedge
against the group’s us dollar assets gearing
at the yearend was 67 2003 – 81
measured on total shareholders’ funds 
and 43 2003 – 52 measured on net
assets before retirement beneﬁt liabilities
the group primarily ﬁnances its borrowings
through the us private placement market
and two revolving credit facilities during 
the year the term of the smaller us25m
revolving credit facility was extended 
by 12 months to may 2007 at the end 
of 2004 the group had total facilities 
of £1304m of which £731m was unused
£1111m of the total facilities were
committed for more than one year
financial risk management
the main ﬁnancial risks faced by the group
continue to be movements in interest rates
and foreign currency exchange rates as well
as funding and liquidity risks all such risks
are managed by a centralised treasury
department which reports to the group
finance director it operates under the
guidance of the treasury committee which
meets quarterly and acts according to the
laiddown objectives policies and authority
levels approved by the boardthe group’s
external auditors attend the treasury
committee once a year all activities are
focused on the management and hedging 
of risk and it is group policy not to engage
in speculative ﬁnancial transactions senior plc annual report and accounts 2004
cash flow 2004 2003
£m £m
operating proﬁt 117 131
goodwill amortisation 51 54
depreciation 133 161
net capital expenditure
i
97 69
pension payments above service cost 40 13
working capital movement 57 04
net interest paid 29 50
tax recoveredpaid 27 08
free cash ﬂow 105 202
net disposals and acquisitions 45 04
dividends paid 61 61
effect of exchange rates 47 87
reduction in net borrowings 136 232
net borrowings 506 642
i
includes ﬁnance leased capital expenditure of £04m 2003 – £nil
the group is exposed to movements in
exchange rates for both foreign currency
transactions and the translation of net assets
and proﬁt and loss accounts of overseas
operationsthe group has a policy of hedging
its net investment in overseas operations
through currency denominated loans and
forward contracts but it does not hedge 
the effects of currency movements on the
translation of its overseas earnings into
sterlingtransaction exposures are however
normally hedged through forward exchange
contracts on a rolling 12 month basis
it is group policy to have the majority of 
its gross borrowings subject to fixed rates
of interestthis is achieved through having a
mixture of ﬁxed and variable rate borrowings
and by entering into interest rate swaps
at the yearend 66 2003 – 62 of gross
borrowings were subject to ﬁxed rates
pensions
the group operates a number of deﬁned
beneﬁt pension plans with the largest being
the uk scheme as well as a number of
geographically based deﬁned contribution
and government sponsored arrangements
the group fully implemented frs 17
“retirement beneﬁts” during the year
at the end of 2004 total frs 17 pension 
and postretirement liabilities were 
£412m 2003 – £440m with £335m
2003 – £355m being in respect of 
the uk schemethe triennial actuarial
valuation of the uk scheme was carried 
out during 2004 with the past service
deﬁcit being conﬁrmed as £185mthis 
is to be funded by additional company
contributions of £26m per annum
during 2004 an additional contribution 
of £14m was made in respect of 
the uk scheme in anticipation of the
outcome of the actuarial valuation and 
a supplementary payment of £24m 
made in respect of the three us deﬁned
beneﬁt schemes to improve their funding
positionthe actuarial deﬁcit for the uk
scheme is lower than the frs 17 deﬁcit
primarily due to the different discount 
rates used to value the liabilities
in total £20m 2003 – £20m was charged
to the proﬁt and loss account during 2004
for defined benefit schemes in addition 
to the net ﬁnance costs described earlier
the total charge for deﬁned contribution
schemes was £22m 2003 – £27m
international accounting standards
senior will be reporting its ﬁnancial results 
in accordance with international financial
reporting standards ifrs from 1 january
2005the conversion project is ongoing and
the auditors are due to report to the audit
committee in may 2005 it is considered that
the standards potentially having the most
signiﬁcant effect on the group are
ifrs 2 sharebased payments – ifrs 2
requires all options granted since 7 november
2002 to be valued at the date of the grant
and the value amortised through the proﬁt
and loss account over the likely life of 
the optionthe group only granted such
options on 12 march 2003 under ifrs 2
the expense calculated on the basis of the
fair value at the date of the award using the
blackscholes pricing model is estimated at
less than £01m for each of 2004 and 2005
ifrs 3 business combinations – under
ifrs goodwill is no longer amortised but 
is instead held at its carrying value on the
balance sheet and tested annually for
impairmentthe transitional arrangements
contained in ifrs do not require this
standard to be applied to acquisitions
made prior to 1 january 2004 and the
group intends to take this option under
uk gaap  the goodwill amortisation charge
for 2004 was £51m and hence group
profit before tax would be expected to
have been a similar amount higher if 2004
results had been reported under ifrs
ias 19 employee beneﬁts – ias 19 is similar
to frs 17 which was adopted by the
group during 2004the group intends 
to follow the “frs 17” option under ias 19
of immediately recognising all actuarial gains
and losses through reserves accordingly
the introduction of ias 19 is not expected
to result in any material differences to either
the group’s consolidated balance sheet or
proﬁt and loss account for 2004
ias 38 research and development – 
under uk gaap  research costs must be
writtenoff immediately as incurred whereas
development costs may either be capitalised
and amortised or writtenoff as incurred
historically senior has writtenoff development
costs as incurred ias 38 requires development
expenditure meeting certain criteria to 
be capitalised amortised and subjected 
to an annual impairment review much 
of the group’s development expenditure
results in incremental rather than signiﬁcant
improvements to existing products and
processes and capitalisation under such
circumstances is unlikelywhere development
expenditure does result in new or signiﬁcantly
improved products or processes it will 
only be capitalised where its carrying value
can be validated with reasonable certainty
overall the adoption of ias 38 is not
anticipated to have a significant effect 
on the group’s results
ias 32 and 39 financial instruments – ifrs
requires most ﬁnancial assets and liabilities
and all ﬁnancial instruments to be recognised
at fair value at the balance sheet date with
changes in their value taken through the proﬁt
and loss account unless hedge accounting 
is used this could introduce signiﬁcant volatility
to a company’s proﬁt senior intends to apply
the hedge accounting provisions of ias 39
to minimise future volatility to the extent
practically and economically appropriate to
do so comparative ﬁgures for 2004 are not
required and whilst unlikely to have a material
effect on the group’s net assets or proﬁt
before tax it is not possible to exactly predict
the impact of ias 32 and 39 on future results
nonstatutory information
in the commentary to the year’s results
reference is made to nonstatutory ﬁnancial
information such information includes
• operating proﬁt before goodwill
amortisation – this is used to illustrate 
the underlying trading performance 
of the groupthe group profit and 
loss account provides the information 
to reconcile this to operating proﬁt with
segmental detail provided in note 2
• underlying profit before tax and
underlying earnings per share – these
indicate the overall performance of 
the group before the effect of goodwill
amortisation and the disposal of businesses
and ﬁxed assets note 9 reconciles these
to the reported results
• free cash ﬂow – this highlights the total
net cash generated by the group prior 
to corporate activity such as acquisitions
disposals and dividend payments a table
earlier in this review explains its derivation
mark rollins
finance director
7 board of directors
senior plc annual report and accounts 2004
8
3
4 5 6
1 2
1 james kerrmuir 
nonexecutive chairman age 64
chairman of davenham group holdings plc
and a nonexecutive director of gartmore
fledgling trust plc during the year he was
appointed chairman of hardys  hansons
plc and he resigned from the board of yates
group plc he joined the board in 1996 and
was appointed chairman in 2001 he was
chairman of the remuneration committee
throughout the year and chairman of the
nominations committee from 1 july 2004
upon richard turner’s retirement
2 graham menzies 
group chief executive age 57
joined as group chief executive in 
2000 previously having been with adwest
automotive plc for over 14 years latterly 
as chief executive he holds graduate and
postgraduate qualiﬁcations in mechanical
engineering and machine tool technology
during the year he was appointed a
nonexecutive director of uk coal plc 
and heywood williams group plc
3 mark rollins 
group finance director age 42
a chartered accountant he began his
accountancy career with bdo binder
hamlyn before joining morgan crucible plc
where he held a number of senior corporate
and operational ﬁnance roles he joined the
group in 1998 as divisional finance director
and became group finance director in 2000
when he joined the board he is chairman 
of the group’s treasury committee
4 michael sheppard 
executive director age 46 
joined the board on 1 september 2002
a citizen of the united states he 
has worked for senior for a number 
of years and is the chief executive 
of the automotive and north american
industrial division
5 martin clark 
nonexecutive director and 
senior independent director age 59
joined the board in 2001 and is also a 
nonexecutive director of clarkson plc
he is chairman of the audit committee 
and of the trustee board of the senior plc
pension plan the board considers martin
clark to be independent
6 gordon campbell 
nonexecutive director age 58
joined the board on 1 july 2004 and is 
also chairman of babcock international
group plc and british nuclear fuels plc
and was formerly chief executive of
courtaulds plc he is also the nonexecutive
chairman of iti scotland and of jupiter
second split trust plcthe board considers
gordon campbell to be independent
richard t urner cmg obe 
nonexecutive director age 62
he retired from the board on 1 july 2004
he was also chairman of the nominations
committee until that datethe board
considered richard turner to be independent
main board
the main board met a total of ten 
times during the period 1 january 2004 
to 31 december 2004 all the directors
attended the ten board meetings with 
the exception of gordon campbell who
was absent from one meeting since his
appointment in july 2004
audit committee
martin clark chairman james kerrmuir
richard turner to 1 july 2004 and 
gordon campbell from 1 july 2004
met three times during the year james
kerrmuir resigned from the committee 
on 24 december 2004
remuneration committee
james kerrmuir chairman martin clark
richard turner to 1 july 2004 and 
gordon campbell from 1 july 2004
met three times during the year james
kerrmuir resigned from the committee 
on 31 january 2005 and gordon campbell
was appointed chairman
nominations committee
richard turner chairman to 1 july 2004
james kerrmuir chairman from 1 july 2004
martin clark and gordon campbell from
1 july 2004 met twice during the year
there was full attendance at every
committee of the board during the year
except for one audit committee which
was not attended by gordon campbell senior plc annual report and accounts 2004
report of the directors
the directors present their report and supplementary reports together with the audited financial statements for the year ended 
31 december 2004
activities and business review
senior plc is a holding company its principal group undertakings are shown on page 47 and comments on each division’s results and
activities in 2004 are included in the chief executive’s review on pages 3 to 5
acquisitions and disposals
disposals during 2004 are reported in note 25 to the accountsthere were no acquisitions during the year
results and dividends
the results for the year are shown in the group proﬁt and loss account on page 22
an interim dividend of 065p per share 2003 – 065p has already been paid and the directors recommend a ﬁnal dividend of 135p per
share 2003 – 135pthe ﬁnal dividend if approved will be payable on 27 may 2005 to shareholders on the register at the close of business 
on 29 april 2005this brings the total dividend for the year to 200p per share 2003 – 200p
share capital
during 2004 65159 shares were allotted in respect of the senior plc savings related share option plan a further 97668 shares were
allotted under the same plan in january and february 2005 as at 31 december 2004 the issued share capital of the company was 307450746
ordinary shares further details concerning share capital are given in note 21 to the accounts and on page 48
directors
the directors who served during the year and their interests in the shares of the company are included in the report of the directors –
remuneration report on pages 11 to 15 none of the directors has any interest in contracts with the company or its subsidiary undertakings
m clark and g r menzies retire by rotation and being eligible offer themselves for reelection at the agm m clark has no service
agreement with the company and g r menzies has a service agreement subject to 12 months’ notice by either party r t turner retired
from the board on 1 july 2004 g a campbell was appointed to the board on 1 july 2004 he retires in accordance with article 82 and
being eligible offers himself for election
research and development
in 2004 the group incurred £48m 2003 – £40m on research and development before recoveries from customers of £05m 2003 – £02m
the majority of the group’s efforts are devoted towards product development and improved manufacturing techniques
charitable and political donations
during the year the group made charitable donations amounting to £22000 2003 – £17000 principally to local charities serving the
communities in which the group operates in addition to this amount following the yearend the company made a donation of £20000 
to the disasters emergency committee’s tsunami earthquake appeal no political donations were made
policy on payment of creditors
the group’s policy is to settle the terms of payment with its suppliers when agreeing the terms of each transaction and to seek to adhere 
to those terms based on the ratio of company trade creditors at the end of the year to the amounts invoiced during the year by suppliers
the number of days outstanding at the yearend was 37 days 2003 – 16 days however these ﬁgures are not considered indicative of 
the typical payment terms adhered to which are estimated to be on average about 30 days
major shareholdings
at 2 march 2005 the following shareholders had advised holdings in excess of 3 of the issued share capital of the company
schroder investment management limited 33694012 1096
deutsche asset management limited 13706031 446
morley fund management limited 12624076 410
hbos plc 12361671 402
legal  general investment management limited 12137206 394
hermes pensions management limited 11067380 360
so far as is known no other shareholder had a notiﬁable interest amounting to 3 or more of the share capital of the company and 
the directors believe that the close company provisions of the income and corporation taxes act 1988 as amended do not apply 
to the company
9 senior plc annual report and accounts 2004
10
compliance with the 2003 frc code
statements of compliance with the 2003 frc code and on internal controls are set out on page 20 for the purposes of the 2003 frc
code the company is a “smaller company” and therefore is required to have at least two independent nonexecutive directors excluding
the chairman the company had two independent nonexecutive directors throughout the year
report of the directors – remuneration report
the company’s policy on executive directors’ remuneration is set out in the report of the directors – remuneration report on 
pages 11 to 15the report of the directors – remuneration report is to be put to shareholder vote at the annual general meeting 
on 15 april 2005
annual general meeting
the chairman’s letter and notice of meeting describe the business to be considered at the annual general meeting to be held on friday
15 april 2005 at abn amro 250 bishopsgate london ec2m 4aa at 1130 am
going concern
having assessed the future funding requirements of the group the directors are of the opinion that the group has adequate ﬁnancial
resources to continue to operate for the foreseeable future and it is therefore appropriate for the accounts to be prepared on a going
concern basis
auditors
a resolution to reappoint deloitte  touche llp as the company’s auditor will be proposed at the forthcoming annual general meeting
by order of the board
andrew bodenham secretary
2 march 2005
report of the directors continued senior plc annual report and accounts 2004
11
report of the directors – remuneration report
composition of the remuneration committee
the remuneration committee consists entirely of nonexecutive directors j r kerrmuir and m clark were members of the committee
throughout the year r t turner was a member of the committee to 1 july 2004 g a campbell has been a member of the committee since 
1 july 2004 given the impending and subsequent retirement of r t turner during the year and the appointment of g a campbell as his
replacement the board considered that it would be in the best interest of shareholders for j r kerrmuir to remain on the remuneration
committee to provide continuity during a period of transition j r kerrmuir resigned from the remuneration committee on 31 january
2005 and g a campbell was appointed chairman of that committee on the same date
role of the remuneration committee
the primary role of the committee is to consider and make recommendations to the board concerning the remuneration packages and
conditions of service of the executive directors and approximately 90 other senior managersthe terms of reference of the remuneration
committee may be found on the company’s website during the ﬁnancial year the committee met three times details of directors’
attendance at these meetings are disclosed on page 8
advisers to the remuneration committee
all advisers to the remuneration committee are appointed and instructed by the committee during the year the committee was advised
by new bridge street consultants in relation to the introduction of a new share incentive plan and by the group company secretary
remuneration policy
in determining remuneration of the executive directors the committee seeks to maintain a competitive programme which enables 
the company to attract and retain the highest calibre of executivethe performancerelated elements of remuneration form a signiﬁcant
proportion of the total remuneration package of executive directors details of which are set out in paragraphs c and d belowthey are
designed to align their interests with those of shareholders and to give such executive directors incentives to perform at the highest levels
the nonexecutive directors do not participate in any pension bonus share incentive or other share option planstheir remuneration
reﬂects both the time given and the contribution made by them to the company’s affairs including membership or chairmanship of the
board or its committeesthe remuneration of the nonexecutive directors is determined by the board of directorsthe nonexecutive
directors do not participate in any discussion or decisions relating to their own remuneration
before recommending proposals for board approval the remuneration committee may seek advice from external remuneration consultants
to ensure it is fully aware of comparative external remuneration practice as well as legislative and regulatory developmentsthe services 
of remuneration consultants were not used in determining the 2005 salaries
a service agreements
each executive director has a service agreement providing for a rolling period of notice of one yearthere are no provisions in those
agreements or otherwise for additional termination paymentsthe service agreements for g r menzies m rollins and m sheppard are
dated 27 april 2000 1 november 2000 and 4 february 2004 respectivelythe agreements contain provisions requiring the relevant
director to mitigate his loss in the event of termination g r menzies’ agreement the terms of which remain unchanged since his
appointment provides that in the event of a change of control of the company he has the option to resign within three months of such
change of control without a duty to mitigate
the nonexecutive directors do not have service agreements with the company j r kerrmuir was appointed chairman with effect from
11 may 2001 his contract is terminable upon 12 months’ notice by either party on or after the third anniversary m clark was appointed
with effect from 1 february 2001 for an initial three year term which has been renewed for a further three year term with effect from 
1 february 2004 r t turner retired from the board on 1 july 2004 g a campbell was appointed with effect from 1 july 2004 for an initial
three year term
with prior approval of the board executive directors may hold external nonexecutive directorships and retain any fees paid for these
appointments at the yearend g r menzies held two such positions
b base salaries
in setting the base salary of each director the committee takes into account the pay practice of other companies and the performance of 
that directorthe committee is also responsible for ratifying the salaries of approximately 90 senior managers and therefore is fully cognisant
of pay levels in the group when determining the pay of the executive directors notwithstanding these considerations the committee is
conscious of the signiﬁcant cost pressures on the company by customers and the need to rebuild earningsthe board as a whole froze their base
salaries or fees for 2004the base salary for g r menzies for 2005 remains the same as his 2004 salary as he now holds two nonexecutive
directorships for which he retains the fees rather than one as had been the case for most of 2004 m rollins and m sheppard received
inﬂationary increases to their 2004 base salaries of 27 and 35 respectivelythe 2005 fees for the nonexecutive directors will remain
the same as those for 2004
c annual performance bonus scheme
under the performance bonus scheme bonuses up to 60 2003 – up to 100 of basic salary could be earned by the executive
directors depending on the group’s actual performance compared to the prior year and to internal targets in respect of underlying
earnings per share and cash ﬂowthe table below provides details of the maximum possible awards for 2004 together with details of the
bonuses paid to g r menzies and m rollins as a percentage of their respective salaries report of the directors – remuneration report continued
senior plc annual report and accounts 2004
12
cash ﬂow target earnings per share target
internal y earonyear
interim full year target growth total

maximum possible award for 2004 60 90 200 250 600
2004 bonus paid 42 71 10 37 160
as m sheppard serves as a director of the company in addition to his role as chief executive of the automotive and north american
industrial division his bonus for the year was 80 dependent on the operating proﬁts and cash ﬂow performance of the automotive 
and north american industrial division and 20 on group performance in 2004 he earned a bonus of 129 of salary 2003 – 238
consisting of 97 for divisional performance and 32 for group performance
the scheme in place for 2005 is unchanged from the 2004 scheme
d share plans
the company’s policy regarding the granting of share options is to encourage participating directors and other employees to build and 
retain a longterm stake in the group and align their interests with those of the shareholders
all executive directors are currently eligible for the following share plans
i 1999 executive share option plan “the plan”
the plan which is open to executive directors and other senior managers was launched following its approval by shareholders at the annual
general meeting in may 1999 with the performance target determined by the remuneration committee to be challenging in the light of the
company’s performance and prevailing ﬁnancial circumstances at the time any performance target must be no less challenging than the one
it replaces
the maximum number of shares over which options may be awarded to a participant is subject to their value at the time of grant 
not exceeding
a 100 of the director’s basic salary at the time of the award
b 125 of the director’s basic salary taking into account the combined notional current value of all awards under the ltip and awards under
the plan in any year and
c the £30000 statutory limit for the approved option element of the plan
the total value of options under the plan and any earlier executive share option schemes to subscribe for new issue shares granted in any ten
year period should not exceed 4 x current annual basic salary or if higher remuneration excluding beneﬁts in kind over the previous 12 months
where options have already been exercised further “replacement” options may be granted provided that the market value of all outstanding
options does not exceed 4 x current annual basic salary or if higher remuneration excluding beneﬁts in kind over the previous 12 months
all options granted under this plan to date will in normal circumstances only become exercisable if the group’s underlying earnings per 
share grows by not less than 4 pa compound above the growth in the uk retail prices index over a period of three or more ﬁnancial
years if not exercised within six years of the date of grant the options will lapse
options granted to the directors are shown under directors’ interests together with the base underlying earnings per share ﬁgure to be
used when determining whether the performance target has been met
for options granted in future the remuneration committee will take into account shareholders’ views on performance targets and retesting
no more options shall be granted under the plan if shareholders approve the senior plc 2005 long t erm incentive plan at the forthcoming agm
ii long term share incentive plan
following approval by shareholders at the annual general meeting in may 1996 the long term share incentive plan was launched with 
a ﬁve year life which was subsequently extended for a further ten years at the may 2001 annual general meeting
the maximum aggregate value of awards that may be made to an employee in any ﬁnancial year is 60 of a participant’s basic salary at 
the date of the award in october 2001 awards under the new performance criteria were made to the executive directors and are shown 
on page 14 under directors’ interests together with the base underlying earnings per share figure to be used in determining whether 
the performance target has been metthese are the only outstanding awards under the long term share incentive planthe performance
criteria for this award are based on eps growth performance in excess of inflation relative to the eps for the financial year 2000 of the
company over the four year “restricted period” for the purposes of the award eps was deﬁned as earnings per share before amortisation
of goodwill proﬁtloss on sale of ﬁxed assets and proﬁtslosses on disposal of operations and associated undertakingsthe proportion 
of the award which may be released is dependent on the percentage annual eps growth details of which are set out in the table below
percentage annual growth proportion of award
less than 3 nil
3 30
more than 3 but less than 8 prorata from 30 and 100
8 or more 100 senior plc annual report and accounts 2004
13
as the performance requirement has not been achieved the outstanding award is expected to lapse on 30 october 2005 no more awards
shall be made under the long term share incentive plan if shareholders approve the senior plc 2005 long term incentive plan
iii savings related share option plan
the company’s savings related share option plan was ﬁrst launched in 1996 to eligible employees across the groupthere are no performance
criteria for this arrangement and options are issued to all participants in accordance with the inland revenue rules for such savings related plans
as employees executive directors are eligible to participate and their options under the plan are shown below under directors’ interests
iv senior plc 2005 long term incentive plan
in september 2004 new bridge street consultants was appointed to advise the remuneration committee on the company’s long term
incentive arrangements for senior executives approval of shareholders is to be sought at the 2005 agm for the adoption of a new long
term share incentive plan to replace the existing 1999 executive share option plan and the long term share incentive plan a summary 
of the main terms of the proposed plan is set out in the enclosed chairman’s letter and notice of meeting with this annual report
when granting future awards the board shall give consideration to the method of sourcing shares for the share schemes in particular
the balance between issued and unissued shares to be utilised
e retirement beneﬁts
g r menzies’ and m rollins’ pension arrangements are provided by the group’s uk plan and are based upon their pensionable salaries up to
the inland revenue “cap” m sheppard participates in a deﬁned beneﬁt plan that has now closed to new entrants and a deﬁned contribution plan
that remains available to the group’s us employees his base salary is pensionable up to a “cap” of 205000 pa
f other beneﬁts
there are noncash beneﬁts including provision of a fully expensed car and medical insurance
directors’ emoluments
the information presented in the remainder of this report has been audited with the exception of the directors’ interests in shares and the
total shareholder return graph
directors’ emoluments salary or bonus taxable 2004 2003
fees beneﬁts t otal t otal
£000’s £000’s £000’s £000’s £000’s
executive
g r menzies 314 50 19 383 415
m rollins 185 30 13 228 248
m sheppard 156 20 14 190 229
nonexecutive
j r kerrmuir 72 – – 72 72
m clark 34 – – 34 34
g a campbell from 1 july 2004 13 – – 13 –
r t t urner to 1 july 2004 13 – – 13 25
787 100 46 933 1023
bonuses as shown above are payable to g r menzies m rollins and m sheppard under the annual performance bonus schemethe above
ﬁgures for emoluments do not include any amount for the value of share options or awards granted to or held by directors
aggregate remuneration 2004 2003
£000’s £000’s
emoluments 933 1023
gains on exercise of share options and incentives see below – –
money purchase pension contributions 6 10
t otal 939 1033
in addition to setting the remuneration of the executive directors the remuneration committee oversees the remuneration of 90 other 
senior managersthe table below shows the cumulative benefits of the three other divisional directors and the three most senior 
corporate managers
salary or bonus taxable 2004
fees beneﬁts t otal
£000’s £000’s £000’s £000’s
569 145 51 765
no prior year comparison is stated as this is the ﬁrst time that the data has been presented report of the directors – remuneration report continued
directors’ interests
the directors who served during the year and their interests which are all beneﬁcial including family interests in the 10p ordinary shares 
of the company were as follows
shares shares shares
2004 2003
g r menzies 500000 500000
m rollins 100000 100000
m sheppard – –
j r kerrmuir 150819 120819
g a campbell appointed to the board 1 july 2004 – –
m clark 50000 20000
r t turner retired from the board 1 july 2004 36900 36900
the 2004 shareholding for r t turner is stated as at his date of retirement from the board
no change in any of the current directors’ share interests occurred during the period 31 december 2004 to 2 march 2005
options and other share incentives market
gains on price on exercise
exerciseexercise period
date of at granted exercised vesting vesting lapsed at option maturity
grantaward 311203 2004 2004 2004 2004 2004 311204 price date
g r menzies
1999 executive share option plan
050400 227272––––– 227272 8250p 3 years to 040406
130900 230755––––– 230755 5417p 3 years to 120906
120303 1019552–––––1019552 2308p 3 years to 110309
sharesave plan
061000 38793––––– 38793 4350p 6 months to 010506
long term share incentive plan – performance awards
311001 270000––––– 270000 – 301005
m rollins
1999 executive share option plan
130599 37172––––– 37172 15435p 3 years to 120505
130900 276906––––– 276906 5417p 3 years to 120906
120303 521014––––– 521014 2308p 3 years to 110309
sharesave plan
061000 22270–––– 22270 – 4350p 6 months to 010504
long term share incentive plan – performance awards
311001 180000––––– 180000 – 301005
m sheppard 
1999 executive share option plan
130599 48924––––– 48924 15435p 3 years to 120505
130900 328173––––– 328173 5417p 3 years to 120906
120303 499747––––– 499747 2308p 3 years to 110309
sharesave plan
061000 24018–––– 24018 – 4350p 6 months to 010504
long term share incentive plan – performance awards
311001 180000––––– 180000 – 301005
details of the 1999 executive share option plan and the long term share incentive plan may be found on page 12
options granted from 1999 onwards and awards under the long term share incentive plan become exercisable only when certain performance
targets have been metthe base underlying earnings per share ﬁgures used to determine whether the target has been met are as follows
date of grant 130599 050400 130900 311001 120303
base underlying eps 1175p 603p 603p 587p 447p
the total net value of the directors’ unexercised options at 31 december 2004 all of which were unexercisable was £355423 2003 – £304414
representing options held by g r menzies £177606 m rollins £90761 and m sheppard £87056the net value of unexercised options 
is the positive difference between the closing middle market price of the company’s shares at the yearend 4050p per share and the exercise
price of the options it does not take into account the likelihood of the performance targets being met
senior plc annual report and accounts 2004
14 senior plc annual report and accounts 2004
inclusive of the above long term share incentive plan awards to directors at 31 december 2004 870716 ordinary shares 2003 – 870716
ordinary shares were held by the senior plc employee beneﬁt trust a discretionary trust resident in jerseythe market value of these shares 
at 31 december 2004 was £353000 2003 – £331000the trust has materially waived its rights to dividends on these sharesthe potential
beneﬁciaries of this trust include executive directors and senior management within the group and accordingly the executive directors are
collectively interested in these shares
dividends do not accrue on shares that vest under the long term share incentive plan arrangements and are not credited to share options
awards under the 1999 executive share option planthe remuneration committee notes the introduction of international accounting
standard 33 “earnings per share” and conﬁrms that any change to the presentation of the eps performance targets for the company’s share
schemes will not result in any less stringent performance targets applying to the existing share awards
the middle market price of the shares at 31 december 2004 was 4050p 2003 – 3800p during 2004 the shares traded in the range 
of 3475p to 4400p
directors’ pension entitlements
the directors had accrued entitlements under ﬁnal salary plans as follows
gross increase in total value of net change in transfer value transfer value
increase in accrued accrued increase in transfer value of accrued of accrued
accrued pension net pension accrual over during pension pension
pension of inﬂation at 311204 period period at 311204 at 311203
a b c d e f g
£000’s £000’s £000’s £000’s £000’s £000’s £000’s
g r menzies 4 3 16 53 77 277 195
m rollins 3 3 16 20 37 133 91
m sheppard 3 2 27 3 8 47 42
t otal 10 8 59 76 122 457 328
1 pension accruals shown are the amounts which would be paid annually on retirement based on service to the end of the year
2transfer values as at 31 december 2003 and 31 december 2004 have been calculated in accordance with version 91 of guidance note
gn11 issued by the actuarial profession
3the transfer value of net increase d represents the incremental value to the director of his service during the year calculated on the
assumption that service terminated at the yearend it is based on the accrued pension increase b after deducting the director’s contribution
4the change in the transfer value e includes the effect of ﬂuctuations in the transfer value due to factors beyond the control of the 
company and directors such as stock market movements it is calculated after deducting the director’s contribution
5voluntary contributions paid by directors and resulting beneﬁts are not shown
6the ﬁgures quoted above for m sheppard include the deﬁned beneﬁt element of his pension only in addition he has a deﬁned contribution
arrangement to which he paid 10000 and the company paid 12000 during the year
shareholder approval for the remuneration report
the company is proposing an ordinary resolution to its shareholders approving this remuneration report
g a campbell
chairman of the remuneration committee
for and on behalf of senior plc
2 march 2005
140
2000 2001 2002 2003 2004
120
100
80
60
40
20
0
ftse em tsr
ftse small cap tsr
senior tsr
this graph compares the total shareholder return of 
the company’s shares against the ftse engineering and
machinery index and the ftse small cap index over a ﬁveyear
period where dividends are included gross of taxthis index
allows a comparison to be made against organisations facing
broadly similar economic and market conditions as the company
15 senior plc annual report and accounts 2004
report of the directors – ethical social health safety and
environmental report
principles
the policy of the board is to enhance shareholder value recognising the importance in achieving that of operating in an ethical and 
socially responsible manner which helps to preserve health safety and the environmentthe board believes that operating in an ethical and
socially aware manner which helps to preserve health safety and the environment is an integral part of efﬁcient and proﬁtable business
management and recognises that success in these areas depends on the involvement and commitment of everyone in the organisation
as a minimum the group operations around the world must meet their legal and regulatory obligationsthis policy is reviewed annually 
for validity and is revised and reissued as necessary
goals
a ethical operations
applications for employment by disabled people are encouraged bearing in mind the respective aptitudes skills and abilities of the applicant
concerned and the requirements of the position in the event of employees becoming disabled the group’s aim is to ensure continued
employment where possible and that appropriate training is arranged it is the policy of the group to maintain wherever feasible the
training career development and promotion of disabled persons
employmentrelated decisions are based on relevant aptitudes skills and abilities and promotes a policy of equal opportunity in employment
without unlawful consideration of sex race nationality age disability religion or any other category protected by law
the group promotes the dissemination of relevant information so that employees are kept regularly advised of group and operating
company developmentswhere practical local brieﬁng sessions are held concerning such matters as health and safety performancerelated
incentive plans the group’s sharesave plan which operates wherever practical in the larger companies within the group pension plans etc
there is a formal code of business conduct in place for the group which promotes a commitment to maintaining the highest standard 
of ethics and integrity in the conduct of the group’s business throughout the worldthis code includes requirements for the personal
conduct of group employees including speciﬁcally conﬂict of interests business gifts and bribery and corruptionthe code does not permit
employees to make contributions to political parties or organisations or candidates for public ofﬁce
the company has a whistle blowing policy that is communicated throughout the group m clark is the company’s senior independent
director so providing shareholders with an alternative channel of communication if they have concerns that the chairman chief executive
or finance director has failed to resolve or for which such contact is inappropriate
b socially aware operations
the management of each operation in the group is aware of the importance of being a good neighbour in its community and is encouraged
to build a relationship with local organisations
each operation within the group strives to offer a competitive remuneration package to its employees
each group operation aims to recognise and respond constructively to any community concerns about the health safety and environmental
aspects of its operations
c preserving health and safety
the group seeks to maximise employees’ involvement in health safety and environmental matters by open communication and encouragement
of active participation
each operation aims to provide sufficient resources in terms of people training plant and equipment to meet applicable health and
safety obligations
the group’s operations strive to improve health and safety at work through among other things the use of internal assessments and regular
reports on performance
the board as a whole takes an active interest in ensuring that its operations provide a safe working environment for its employees
the board undertakes a quarterly review of the health and safety performance of all the group’s operationsthe type frequency
severity and cause of injury are monitoredthe number of recorded injuries and the number of days lost through injury was lower 
in 2004 compared to 2003the executive directors together with the ceos of the local operations are responsible for delivering improved
health and safety performance
d preserving the environment
while already subject to various laws and regulations governing the emission of substances which could affect human health or the environment
each operation examines different means by which to reduce further such emissions
16 senior plc annual report and accounts 2004
17
the group strives both to reduce waste at source by careful use of materials energy and other resources and to take advantage of
recycling opportunities
each operation considers early in the development stage the possible environmental impact of new products and processes and the group
carefully considers environmental issues during acquisitions and divestments
each operation aims to provide resources in terms of people training plant and equipment to meet applicable environmental obligations
the group’s operations strive to improve environmental protection through among other things the use of internal assessments 
and regular reports on performance a number of operations undertake continual monitoring of emissions and waste arising from their
manufacturing processes
four of the group’s operations which represent approximately a third of the group’s turnover have successfully obtained iso14001
the international environmental accreditation during 2004 a number of other operations commenced work on achieving iso14001
organisation and responsibilities
operating in an ethical and socially aware manner which preserves health safety and the environment is a mainstream management responsibility
executive and line managers at all levels within the group are directly responsible through the normal management structure for these
matters in the speciﬁc operations under their control
all the group’s employees have a responsibility to act in an ethical and socially aware manner to take reasonable care of themselves and
others while at work and to participate positively in the task of preserving workplace health and safety and the environment
each operation is expected to adopt policies in keeping with these principles and goals which also describe the local organisation and
arrangements for putting them into practice each operation also has a person appointed to this task who is responsible to the ceo 
of the operation for the implementation of these principles and goals
ethical social health safety and environmental factors can represent risks to the group’s short and longterm value as well as opportunities
to enhance value that may arise from an appropriate responsethe board has established reporting structures to provide it with information
on such risks and opportunities
• ethical social health safety and environmental issues that represent signiﬁcant business risk or opportunity are monitored and reported 
as part of the risk management process initiated following the turnbull report on corporate risk management as described in the report
of the directors – corporate governancethe risk management process adopted includes procedures for monitoring and veriﬁcation 
of matters reported
• other important ethical social health safety and environmental matters are reported to the group executive committee and the board
by the group’s divisional directors on a regular basis as part of their reports on operational matters
the chief executive heads the ethical social health safety and environmental function of the board and is responsible for external
stakeholder issues
the group continues to work closely with its employees local works councils and trade unions where applicable it values its employees
and encourages longterm commitment by promoting job security and appropriate training packages for employees at all levels
customers and suppliers
the nature of the businesses in which the group operates relies heavily on forming close and longterm relationships with both its customers
and suppliers generally these relationships are managed at a local level with divisional support senior plc annual report and accounts 2004
18
this corporate governance report describes the manner in which the company has applied the principles of good governance set out 
in section 1 of the combined code on corporate governance and whether or not it has complied with the code provisions
in july 2003 the financial reporting council issued the “combined code on corporate governance” known as the “2003 frc code”
in response to the higgs review on nonexecutive directors and the smith review on audit committees
application of the principles
the principles of good corporate governance are detailed in the 2003 frc code under four areas which have each been reviewed 
by the directors and then commented upon below
a directors
the board is structured under a nonexecutive chairman and currently includes three executive directors and two other nonexecutive
independent directors who were selected for appointment because of their wide industrial and commercial experience in addition
there is a group executive committee chaired by the chief executive which includes along with the executive directors other key executives
within the group brief details of the board are included on page 8
the directors consider that there is in place an effective board which leads and controls the group with clear divisions of responsibility
between running the board and running the group’s businessthe board is responsible for the strategic decisions regarding the group
including the setting of the commercial strategy and approval of group budgets and ﬁnancial statements it also approves signiﬁcant ﬁnancial
and contractual commitments made by the groupthe board’s terms of reference more fully describe the responsibilities of the board and
may be found on the company’s website
the board delegates certain of its responsibilities to the audit remuneration and nominations committeesthe chief executive together
with the group 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 ten times in 2004 and in addition there were three meetings of the audit committee 
in 2004 together with three meetings of the remuneration committee and two meetings of the nominations committee other
committees are appointed by the board to deal with treasury matters and speciﬁc issues such as acquisitions and disposalsthe minutes
arising from the committee meetings are available to the board
procedures are in place to ensure that the directors are properly briefed so that the decisions taken by the board are based on the 
fullest available information at every board meeting there are reviews of operational ﬁnancial and administrative matters while social
environmental and ethical issues and other matters such as health and safety agreement of budgets and levels of insurance cover are
reviewed whenever appropriate
there is a procedure by which all directors can obtain independent professional advice at the company’s expense in furtherance of their
duties if required
nominations committee
the nominations committee leads the process for board appointments and supervises management development and succession plans
it makes recommendations to the board on all new board appointmentsthe committee which consists entirely of nonexecutive directors
is chaired by j r kerrmuir and its composition is shown on page 8 its terms of reference may be found on the company’s website
the appointment of new nonexecutive directors to the board is controlled by the committee and assisted by appropriate external
recruitment consultants in conjunction with the external consultant consideration is given to the role and the capabilities required 
for a particular appointment based on agreed criteria the consultant then produces a shortlist of candidatesthe committee members
interview these candidates then present their recommendation to the board g a campbell was appointed to the board during the year
the nominations committee followed the above procedures and determined that he was the best candidate for the post and would
complement the skills knowledge and experience of the other directors
during the year the board undertook a formal performance evaluation process to evaluate its own performance and that of its
committees and individual directors which involved the completion and review of performance assessment questionnaires and appraisal
interviewsthe results of the evaluation process are used to improve board performance and determine the training needs of the
directors m clark and r t turner in consultation with the executive directors undertook an evaluation of the chairman’s performance and
concluded that j r kerrmuir continued to provide effective leadership of the board based on the results of the performance evaluation
process the chairman considers that each member of the board the board collectively and its committees continue to contribute
effectively to the running of the company
in accordance with the company’s articles directors submit themselves for reelection at the annual general meeting following their
appointment and thereafter at intervals of no more than three years
b directors’ remuneration
the report of the directors – remuneration report on pages 11 to 15 describes how the board has applied itself to remuneration matters
report of the directors – corporate governance report  senior plc annual report and accounts 2004
c accountability and audit
this section of the report of the directors describes the role of the audit committee and the manner in which it discharges its responsibilities
the audit committee’s terms of reference may be found on the company’s website
composition of the audit committee
the composition of the audit committee which consists entirely of nonexecutive directors is detailed on page 8 during 2004 the audit
committee did not comply with all the recommendations of the smith guidance as appended to the 2003 frc code in that the chairman
j r kerrmuir was a member as the company has only three nonexecutive directors the board considered it appropriate for j r kerrmuir 
to remain a member of the audit committee during the period of transition that arose from the retirement of r t turner in 2004
j r kerrmuir subsequently retired from the audit committee on 24 december 2004
financial reporting
the board believes that the annual report properly presents a balanced and understandable assessment of the group’s position and prospects
the audit committee monitors the half year and full year annual ﬁnancial statement before submission to the board as well as any formal
announcements relating to the group’s ﬁnancial position
there is an independent internal audit function which includes a cyclical programme of visits to all group operationsthe group internal audit
function also coordinates semiannual financial integrity declarations and selfassessment questionnaires which are applied on a cyclical basis
and subjected to reviewthe results of these reviews and internal audit visits are reported to the audit committee along 
with those from the external auditors
the audit committee reviews the scope cost and timing of the work of the external auditors and acts to ensure their findings are
appropriately implementedwhilst the company does not have a policy of subjecting its external auditors to a regular ﬁxed term rotation
the committee remains cognisant of the importance of maintaining the objectivity of the company’s 2004 external auditorsthe committee
also reviews the level and type of nonaudit work carried out by the company’s external auditors in 2004 £04m was paid in fees to the
external auditors relating to nonaudit work principally for advice on tax compliance £03m and taxation consulting services £01m
the committee considers it is beneﬁcial to the company to retain deloitte  touche llp for this type of work because of their expertise 
in this area and knowledge of the group however the committee will continue to keep the nature and extent of such services under review 
in order to balance the maintenance of objectivity and value for money
internal control
the company has a wellestablished and ongoing process which was in place for the full year and up to the date of the accounts for
identifying evaluating and managing the signiﬁcant risks including nonﬁnancial risks faced by the groupthis process is regularly reviewed 
by the board and has been further improved during the yearthe process continues to accord with the turnbull guidance on internal control
information on the group’s signiﬁcant risks together with the relevant control and monitoring procedures is reviewed for completeness and
accuracy by the group’s management committeesthe information is presented to the board for it to assess the effectiveness of the system 
of internal controlwhilst the board acknowledges its overall responsibility for internal control it believes strongly that senior management
within the group’s operating businesses should contribute in a substantial way and this has been built into the process
in carrying out their review of the effectiveness of internal control in the group the board has taken into consideration the following key
features of the risk management process and system of internal control
• senior management of each business have spent time identifying and assessing business unit and group objectives key issues opportunities 
and controlsthis assessment encompassed operational compliance financial and business risks and is updated on an ongoing basis
a risk assessment has similarly been prepared for the group covering central functions and strategic risks
• a detailed system of budgeting reporting and forecasting for the group’s operations is in place which is monitored both locally and 
centrally through a review of monthly management information
• the group has expanded the remit of the internal audit function whose audit plan is reviewed updated and approved by the audit
committeethe conclusions from the function’s work are reported to the audit committee the chief executive and the finance 
director and
• there is in place a formal annual risk management signoff process for senior management in each of the business unitsthis is operated 
in order to ensure that as far as possible the controls and safeguards are being operated in line with established procedures and standards
the whole risk management process is subject to review twice a year by the audit committee and strengthened as appropriate steps are
taken to embed internal controls and risk management further into the operations of the business and to deal with areas of improvement
which come to management’s and the board’s attentionthe board is responsible for the effectiveness of the group’s system of internal control 
and for the review of its effectiveness such a system is designed to manage rather than to eliminate the risk of failure to achieve the group’s
objectives and can only provide reasonable but not absolute assurance against misstatement or loss
19 d relations with shareholders
the company maintains regular contact with its institutional shareholders each year the chief executive and finance director undertake 
a series of meetings with the company’s major shareholders following the announcement of the full year and interim results to discuss 
both strategic objectives and the detailed performance of the business during 2004 j r kerrmuir the company’s nonexecutive chairman 
and m clark the company’s senior independent director also attended the full year and interim results announcements to shareholders 
and analysts in march and august respectively no other nonexecutive director formally met with shareholders during the year m clark is
available to attend shareholder meetings if this is requested by shareholders so providing an alternative channel of communication between 
the company and its shareholdersthe company’s largest shareholders were invited to meet g a campbell following his appointment as 
a nonexecutive director in 2004the company consulted with its largest shareholders prior to ﬁnalising the proposed executive long term
incentive plan which is to be presented for shareholder approval at the 2005 agm
the company makes constructive use of the annual general meeting to communicate with private investors a detailed presentation 
of the company’s performance is given at the agm and a copy of the presentation along with other investor relations material is made
available on the company’s website
all resolutions at the 2004 agm were passed unanimously on a show of hands details of the proxy voting received by the company for 
the 2004 agm are set out in the table below
proxy voting for the 2004 agm
resolution for against discretionary abstentions t otal
votes votes votes votes votes
1 to adopt report  accounts 213476066 2143 163063 35800 213677072
2 to approve remuneration report 198145060 592029 169060 14770923 213677072
3 to declare a dividend 213457931 14228 160313 44600 213677072
4 to reelect j r kerrmuir as a director 213137779 330505 171356 37432 213677072
5 to reelect m rollins as a director 213150398 317886 171356 37432 213677072
6 to reappoint deloitte  touche llp as auditors 213029310 279283 168974 199505 213677072
7 authority to allot shares 213352541 109215 171453 43863 213677072
8 disapplication of preemption rights 213142846 309703 173660 50863 213677072
9 authority to buy back shares 213409244 60568 172660 34600 213677072
the abstentions to resolution 2 approving the remuneration report came from 25 shareholders more than threequarters of the abstention
votes came from a single shareholder due to retesting being permitted for existing share options and the use of epsbased performance
criteria for the optionsthe senior plc 2005 long term incentive plan that is to be presented to shareholders for approval at the forthcoming
agm if approved it will replace the existing 1999 executive share option plan and the long term share incentive plan will have performance
criteria that are both eps and tsrbased and the awards will not be subject to retesting
the total number of proxy votes received for the 2004 agm represented approximately 695 2003 – 535 of the issued share capital 
of the companythe company is supportive of initiatives to promote greater shareholder participation and offers crest members the facility 
to appoint a proxy or proxies through the crest electronic proxy appointment service further details of this service may be found in the
enclosed notice of the annual general meeting
compliance statement
the company has throughout the year consistently applied the principles of good governance and code of best practice which together
comprise the 2003 frc code appended to the listing rules of the financial services authority except that j r kerrmuir remained on the
audit committee c31 and remuneration committee b21 until 24 december 2004 and 31 january 2005 respectively a whistle blowing
policy c34 was not fully implemented until july 2004the company now fully complies with all the detailed provisions in section 1 of the
2003 frc code
statement of directors’ responsibilities
uk company law requires the directors to prepare accounts for each ﬁnancial year which give a true and fair view of the state of affairs 
of the company and the group and of the proﬁt or loss of the group for that period in preparing those accounts the directors are 
required to
• select suitable accounting policies and then apply them consistently
• make judgements and estimates that are reasonable and prudent
• state whether applicable accounting standards have been followed subject to any material departures disclosed and explained 
in the accounts and
• prepare the accounts on the going concern basis unless it is inappropriate to presume that the group will continue in business
the directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the ﬁnancial position 
of the company and group and enable them to ensure that the accounts comply with the companies act 1985
senior plc annual report and accounts 2004
20
report of the directors – corporate governance report continued we have audited the ﬁnancial statements of senior plc for the year ended 31 december 2004 which comprise the proﬁt and loss account
the balance sheets the cash ﬂow statement the statement of total recognised gains and losses related notes 1 to 26 and the schedule of
principal group undertakingsthese ﬁnancial statements have been prepared under the accounting policies set out thereinwe have also
audited the information in the part of the report of the directors – remuneration report that is described as having been audited
this report is made solely to the company’s members as a body in accordance with section 235 of the companies act 1985 our audit
work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an
auditors’ report and for no other purposeto the fullest extent permitted by law we do not accept or assume responsibility to anyone
other than the company and the company’s members as a body for our audit work for this report or for the opinions we have formed
respective responsibilities of directors and auditors
as described in the statement of directors’ responsibilities the company’s directors are responsible for the preparation of the ﬁnancial
statements in accordance with applicable united kingdom law and accounting standardsthey are also responsible for the preparation 
of the other information contained in the annual report including the report of the directors – remuneration report our responsibility 
is to audit the ﬁnancial statements and the part of the report of the directors – remuneration report described as having been audited 
in accordance with relevant united kingdom legal and regulatory requirements and auditing standards
we report to you our opinion as to whether the ﬁnancial statements give a true and fair view and whether the ﬁnancial statements 
and the part of the report of the directors – remuneration report described as having been audited have been properly prepared in
accordance with the companies act 1985we also report to you if in our opinion the directors’ report is not consistent with the ﬁnancial
statements if the company has not kept proper accounting records if we have not received all the information and explanations we require
for our audit or if information speciﬁed by law regarding directors’ remuneration and transactions with the company and other members
of the group is not disclosed
we review whether the corporate governance statement reﬂects the company’s compliance with the nine provisions of the july 2003 
frc code speciﬁed for our review by the listing rules of the financial services authority and we report if it does notwe are not required
to consider whether the board’s statements on internal control cover all risks and controls or form an opinion on the effectiveness of the
group’s corporate governance procedures or its risk and control procedures
we read the directors’ report and the other information contained in the annual report for the above year as described in the contents
section including the unaudited part of the report of the directors – remuneration report and consider the implications for our report 
if we become aware of any apparent misstatements or material inconsistencies with the ﬁnancial statements
basis of audit opinion
we conducted our audit in accordance with united kingdom auditing standards issued by the auditing practices board an audit includes
examination on a test basis of evidence relevant to the amounts and disclosures in the ﬁnancial statements and the part of the report 
of the directors – remuneration report described as having been audited it also includes an assessment of the signiﬁcant estimates and
judgements made by the directors in the preparation of the ﬁnancial statements and of whether the accounting policies are appropriate 
to the circumstances of the company and the group consistently applied and adequately disclosed
we planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order 
to provide us with sufficient evidence to give reasonable assurance that the financial statements and the part of the report of the 
directors – remuneration report described as having been audited are free from material misstatement whether caused by fraud 
or other irregularity or error in forming our opinion we also evaluated the overall adequacy of the presentation of information in 
the financial statements and the part of the report of the directors – remuneration report described as having been audited
opinion
in our opinion
• the ﬁnancial statements give a true and fair view of the state of affairs of the company and the group as at 31 december 2004 and 
of the loss of the group for the year then ended and
• the ﬁnancial statements and the part of the report of the directors – remuneration report described as having been audited have 
been properly prepared in accordance with the companies act 1985
deloitte  touche llp
chartered accountants and registered auditors 
birmingham 
united kingdom
2 march 2005
notes an audit does not provide assurance on the maintenance and integrity of the website including controls used to achieve this and in
particular on whether any changes may have occurred to the ﬁnancial statements since ﬁrst publishedthese matters are the responsibility
of the directors but no control procedures can provide absolute assurance in this area legislation in the united kingdom governing the
preparation and dissemination of ﬁnancial statements differs from legislation in other jurisdictions
senior plc annual report and accounts 2004
21
independent auditors’ report to the members of senior plc senior plc annual report and accounts 2004
22
group proﬁt and loss account
for the year ended 31 december notes 2004 2003
restated
£m £m
t urnover
continuing operations 3068 3229
discontinued operations 191 320
2 3 3259 3549
operating proﬁt 
continuing operations before amortisation of goodwill 164 174
amortisation of goodwill 51 53
total continuing operations 113 121
discontinued operations 04 10
2 3 117 131
proﬁt on sale of ﬁxed assets – continuing operations 05 04
loss on disposal of discontinued operations 
including £87m of goodwill previously written off directly to reserves 25 133 –
lossproﬁt on ordinary activities before interest and taxation 11 135
other interest receivable and similar income 22 12
interest payable and similar charges 4 51 61
other net ﬁnance cost – retirement beneﬁts 412 22
lossproﬁt on ordinary activities before taxation 5 52 64
tax on lossproﬁt on ordinary activities 7 17 18
lossproﬁt for the ﬁnancial year 22 69 46
dividends 8 22 61 61
loss for the year 130 15
lossearnings per share
basic 9 225p 150p
diluted 9 225p 149p
underlying 9 365p 313p
dividends per share 8 200p 200p
the comparative ﬁgures for the year ended 31 december 2003 have been restated to reﬂect the adoption of financial reporting standard 
no17 “retirement beneﬁts” and uitf 38 “accounting for esop trusts” see note 26 for details
the notes to the accounts on pages 25 to 45 together with page 47 form part of these accounts senior plc annual report and accounts 2004
23
balance sheets 
at 31 december notes group group company company
2004 2003 2004 2003
restated restated
£m £m £m £m
fixed assets
intangible assets – goodwill 11 680 767 – –
tangible assets 12 700 791 01 02
investments 13 – – 2213 4268
1380 1558 2214 4270
current assets
stocks 14 384 401 – –
debtors amounts falling due after more than one year 15 38 10 – –
debtors amounts falling due within one year 15 600 669 31 14
cash at bank and in hand 74 116 85 15
1096 1196 116 29
creditors amounts falling due within one year 16 761 778 68 192
net current assetsliabilities 335 418 48 163
total assets less current liabilities 1715 1976 2262 4107
creditors amounts falling due after more than one year 17 547 734 981 2906
provisions for liabilities and charges 20 03 07 – –
net assets before retirement beneﬁt liabilities 1165 1235 1281 1201
retirement beneﬁt liabilities 24 412 440 – –
net assets 753 795 1281 1201
capital and reserves
calledup share capital 21 307 307 307 307
share premium 22 35 35 35 35
other reserves 22 177 177 838 838
proﬁt and loss account 22 247 289 114 34
investment in own shares 22 13 13 13 13
equity shareholders’ funds 22 753 795 1281 1201
the group and company balance sheets as at 31 december 2003 have been restated to reflect the adoption of financial reporting
standard no17 “retirement beneﬁts” and uitf 38 “accounting for esop trusts” see note 26 for details
approved by the board on 2 march 2005
j r kerrmuir director
m rollins director
group statement of total recognised gains and losses
for the year ended 31 december 2004 2003
restated
£m £m
lossproﬁt for the ﬁnancial year 69 46
currency translation differences on overseas net investments including goodwill 05 11
tax beneﬁts on foreign exchange losses 09 06
actuarial variations on postretirement beneﬁts 03 –
total recognised gains and losses relating to the year 68 63
prior year adjustment 423
total recognised gains and losses since previous annual report 491
the comparative ﬁgures for the year ended 31 december 2003 have been restated to reﬂect the adoption of financial reporting standard 
no17 “retirement beneﬁts” and uitf 38 “accounting for esop trusts” see note 26 for details
there is no material difference between the proﬁts as reported and those proﬁts restated on an historical cost basis
the notes to the accounts on pages 25 to 45 together with page 47 form part of these accounts senior plc annual report and accounts 2004
24
group cash flow statement
for the year ended 31 december notes 2004 2004 2003 2003
£m £m £m £m
net cash inﬂow from operating activities 10 a 204 329
returns on investments and servicing of ﬁnance
interest received 25 12
interest paid 54 62
net cash outﬂow from returns on investments and servicing of ﬁnance 29 50
taxation
uk corporation tax paidrecovered – –
net overseas tax recoveredpaid 27 08
net cash inﬂowoutﬂow from taxation 27 08
capital expenditure and ﬁnancial investments
purchase of tangible ﬁxed assets 100 80
sale of property plant and equipment 07 11
net cash outﬂow from capital expenditure and ﬁnancial investments 93 69
acquisitions and disposals
purchase of subsidiary undertakings – deferred consideration 02 03
sale of subsidiary undertakings 52 07
net cash balances disposed with subsidiaries 05 –
net cash inﬂow from acquisitions and disposals 45 04
dividends paid on ordinary shares 61 61
net cash inﬂow before ﬁnancing 93 145
financing
new loans initiated by group – 184
repayment of existing loans 192 335
cash inﬂow on forward exchange contracts 45 45
147 106
decreaseincrease in cash in the period 10 b 54 39
the notes to the accounts on pages 25 to 45 together with page 47 form part of these accounts senior plc annual report and accounts 2004
25
notes to the accounts
1 accounting policies
basis of accounts
the accounts are prepared under the historical cost convention
modiﬁed to include the revaluation of land and buildings and 
in accordance with applicable accounting standardsthese policies 
have been applied consistently throughout the year and the
preceding yearthe accounts include the full adoption of financial
reporting standard no17 “retirement beneﬁts” and also uitf 38
“accounting for esop trusts”the prior year comparatives have
been restated accordingly
basis of consolidation 
the group accounts consolidate the accounts of senior plc and 
all its subsidiary undertakings including those shown on page 47
drawn up to 31 december 2004the results of businesses acquired
disposed of or terminated during the year are included in the group
proﬁt and loss account from the date of acquisition or up to the
date of disposal or termination
on the acquisition of a business fair values are attributed to the 
net tangible assetswhere the costs of acquisition exceed the
values attributed to such net tangible assets the difference is
treated as purchased goodwill and is capitalised and amortised 
on a straightline basis over twenty years which the directors
consider to be its reasonable maximum economic life provision 
is made for any impairment
goodwill arising on acquisitions in the year ended 31 december
1997 and earlier periods was written off to reserves in accordance
with the accounting standard and group accounting policy then 
in force as permitted by the current financial reporting standard
no10 “goodwill and intangible assets” the goodwill previously
written off to reserves as a matter of accounting policy has not
been reinstated in the balance sheet
on disposal or closure of a previously acquired business the
attributable amount of goodwill previously written off to reserves 
is included in determining the proﬁt or loss on disposal
in the group’s accounts investments in associated undertakings 
are accounted for using the equity methodthe group proﬁt and
loss account includes the group’s share of these undertakings’
proﬁts less losses while the group’s share of the net assets of 
the associated undertakings is shown in the group balance sheet
in the company’s accounts investments in subsidiary undertakings
are stated at cost plus loans to such undertakings less amounts
written off for impairment dividends receivable are credited to 
the company’s proﬁt and loss account when declared
the company’s investment in own shares is held by the employee
beneﬁt trust for the purpose of funding certain of the company’s
long term incentive plan liabilitiesthe trustee purchases the
company’s ordinary shares in the open market using funds provided
by the companythese shares are carried at original cost and 
are shown as a reduction in shareholders’ funds
a business is classiﬁed as a discontinued operation if it is clearly
distinguishable has a material effect on the nature and focus 
of the group’s activities represents a material reduction in the
group’s operating facilities and either its sale is completed or
if a termination its former activities have ceased permanently during
the year or in the subsequent period ending upon the approval 
of the accounts
exceptional items
exceptional items are those that need to be disclosed by virtue of
their size and incidence such items are included within operating
proﬁt unless they represent proﬁts or losses on the sale or
termination of an operation costs of a fundamental reorganisation
or restructuring having a material effect on the nature and focus 
of the group or proﬁts or losses on the disposal of ﬁxed assets
in these cases separate disclosure is provided on the face of the
proﬁt and loss account after operating proﬁt
tangible fixed assets
freehold and long leasehold land and buildings are shown at cost 
or at modiﬁed historic cost which represents a valuation undertaken
prior to the effective date of financial reporting standard no15
and not subsequently amended other ﬁxed assets are shown 
at cost
depreciation is provided at rates calculated to write off the cost 
or modiﬁed historic cost less estimated residual value of each asset 
on a straightline basis over its expected useful life as follows
• freehold buildings – 2 per annum
• leasehold land and buildings – over the period of the lease
• plant and equipment – 533 per annum
stocks and longterm contracts
stocks are stated at the lower of cost and net realisable value
net realisable value is based on estimated normal selling price less
further costs expected to be incurred to completion and disposal
provision is made for obsolete slowmoving or defective items
where appropriate
costs incurred in bringing each product to its present location and
condition are based on
• raw materials – purchase cost on a ﬁrstin ﬁrstout basis
including transport
• workinprogress and ﬁnished goods – cost of direct materials
and labour plus an appropriate proportion of manufacturing
overheads based on normal levels of activity
recoverable development engineering costs related to speciﬁc
contracts are held on the balance sheet within workinprogress 
and amortised over the contract life or such shorter period as is
considered appropriate amortisation commences when the project
has transferred from development to commercial production
where it is considered that the amortisation charges exceed the
forecast proﬁts from commercial production of the related project
then the excess is written off in the accounting period that such 
an assessment is made
net costs incurred on longterm workinprogress in excess of
amounts transferred to cost of sales are classiﬁed as longterm
contract balances foreseeable losses are deducted from longterm
contract balances revenues recognised in excess of amounts billed
are included in debtors amounts billed in excess of revenues
recognised are deducted from related longterm contract balances
with any residual balances being classiﬁed as payments on account
and included in creditors senior plc annual report and accounts 2004
26
notes to the accounts continued
1 accounting policies continued
where it is considered that the outcome of a longterm contract 
can be assessed with reasonable certainty before its conclusion
the prudently calculated attributable proﬁt is recognised in the proﬁt
and loss account in accordance with the provisions of statement of
standard accounting practice no9 “stocks and longterm contracts”
taxation
current tax payable is provided on taxable proﬁts at the effective
current rates
deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where these
give rise to either an obligation to pay more tax or a right to pay less
tax in the futuretiming differences arise when items of income and
expense are included at different values or at different times in the
assessment of accounting and taxable proﬁts net deferred tax assets
are recognised only if it is regarded as more likely than not that they
will be capable of recovery in the foreseeable future deferred tax 
is not provided on timing differences associated with the revaluation
of assets if there is no commitment to sell the asset nor is it provided
on unremitted overseas earnings if there is no commitment to remit
those earnings deferred tax liabilities are not discounted
for presentation purposes any recognised deferred tax balances
associated with net deﬁned beneﬁt pension assets and liabilities 
are offset against those assets and liabilities on the balance sheet
pension and other postretirement beneﬁt costs
i deﬁned contribution schemes
the contributions due in respect of the year are charged to the
proﬁt and loss account any difference between amounts charged
and actual contributions paid is carried as either a prepayment if paid
in advance or as an accrual if paid in arrears on the balance sheet
ii deﬁned beneﬁt schemes
the current annual service cost and any gains or losses arising on
settlements and curtailments in the period are charged to operating
proﬁtthey are included as part of staff costs past service costs are
recognised when granted unless vesting is prospective in which case
the cost is spread over the vesting period
the interest cost associated with the unwinding of the pension
liability and the expected return on the assets set aside to meet that
liability are offset and shown as “other net ﬁnance cost – retirement
benefits” immediately after “interest payable and similar charges”
in the profit and loss account actuarial gains and losses arising 
in the year are recognised immediately in the statement of total
recognised gains and losses
where deﬁned beneﬁt schemes are operated on a funded basis
the assets of the schemes are held separately from those of the
group in funds administered by a trusteethe assets are measured 
at fair valuethe liabilities are measured on an actuarial basis
by an independent actuary using the projected unit method and 
a discount rate equivalent to the rate of return on a high quality 
aa corporate bond of similar currency and life to the liabilities
full actuarial valuations are obtained on a triennial basis at a minimum
and are updated at each balance sheet datethe resulting net deﬁned
beneﬁt assets or liabilities are presented separately after all other
net assets on the face of the balance sheetwhere appropriate these
balances are presented net of any related deferred tax
research and development
costs are charged against revenue in the year in which they 
are incurred
government grants
government grants are recognised in the proﬁt and loss account 
in order to match the grant with the expenditure towards which 
it is intended to contribute
t urnover
turnover other than that arising on longterm contracts comprises 
the external sales value of work invoiced during the year excluding
discounts and sales taxes
turnover on longterm contracts represents the proportion 
of contract activity in the year ascertained by reference to total
contract costs
leases
assets held under ﬁnance leases are initially reported at the present
value of the minimum lease payments with an equivalent liability being
included within creditors due within or after one yearthe asset is
depreciated over the shorter of the lease term and its useful economic
life finance charges are allocated to accounting periods over the term
of each lease in accordance with the amount outstanding
rentals under operating leases are charged on a straightline basis
over the lease term
foreign currencies
transactions denominated in foreign currencies are recorded at
actual exchange rates at the yearend outstanding monetary assets
and liabilities denominated in foreign currencies are translated at 
the rates of exchange prevailing at the yearend and the gain or loss
is recorded in the proﬁt and loss account except that differences
arising on foreign currency borrowings undertaken to ﬁnance equity
investments are dealt with in reserves
on consolidation the balance sheets of overseas subsidiary
undertakings are translated into sterling at the closing rates and the
proﬁt and loss accounts at the average rates of exchange for the
yearthese translation gains or losses are accounted for in reserves
the exchange rates for the major currencies applied in the
translation of results were as follows
average average y earend y earend
rates rates rates rates
2004 2003 2004 2003
us dollar 183 164 192 179
euro 147 145 141 142
derivative financial instruments
the group uses derivative ﬁnancial instruments foreign currency
forward contracts and interest rate swaps to reduce exposure 
to both exchange and interest rate movementsthe group does
not hold such instruments for speculative purposes
foreign currency forward contracts are used to hedge compensate
for movements arising from speciﬁc group assets or liabilities
denominated in the same or equivalent foreign currency gains 
and losses arising on forward contracts held in respect of balance
sheet translation differences are dealt with in reserves and offset 
the movement on the assets or liabilities being hedged as such 
they are considered to have the same characteristics as debt and
accordingly are included within group net debt from a cash ﬂow
perspective on the balance sheet the book value is included 
within prepayments and accrued income if an asset and within
other creditors and accruals if a liability gains and losses arising 
on forward contracts held in respect of transaction exposures 
are dealt with in the proﬁt and loss account to match the
underlying transaction
interest rate swaps are used to convert interest arising from 
existing group liabilities or assets from a variable rate to a ﬁxed
rate or vice versa interest differentials arising under these swaps 
are recognised within net interest payable over the periods of 
the contracts senior plc annual report and accounts 2004
27
2 segment information
group turnover operating proﬁt and net assets are analysed belowthe reconciliation of operating proﬁt to proﬁt before taxation is shown 
on the group proﬁt and loss account on page 22the reconciliation of net assets to the balance sheet is shown in part c of this note
in both cases the reconciling items are considered to be of a group nature and not directly attributable to individual segments discontinued
operations record the results of the ﬁve industrial hose operations that were disposed of in august 2004these were senior flexonics limited
flexonics sas senior flexonics bv habia teknoﬂuor ab and the trade and assets of the us hose division of senior operations inc
a by class of business turnover turnover operating operating net net
proﬁt proﬁt assets assets
restated restated
2004 2003 2004 2003 2004 2003
£m £m £m £m £m £m
aerospace 1396 1438 59 42 1077 1154
automotive 1229 1296 59 70 485 508
industrial 449 500 05 09 235 244
t otal 3074 3234 113 121 1797 1906
intersegment sales 06 05 – – – –
total continuing operations 3068 3229 113 121 1797 1906
discontinued operations 191 320 04 10 04 82
3259 3549 117 131 1801 1988
operating proﬁts shown above are stated after charging £17m 2003 – £13m of reorganisation and restructuring costs and £51m 
2003 – £54m of goodwill amortisationthese are attributed to the segments as follows
reorganisation 
and restructuring goodwill amortisation
2004 2003 2004 2003
£m £m £m £m
aerospace 07 07 34 35
automotive 03 05 07 07
industrial 07 01 10 11
total continuing operations 17 13 51 53
discontinued operations – – – 01
17 13 51 54
b by geographical turnover by turnover by turnover turnover operating operating net assets net assets
market destination destination by origin by origin proﬁt by proﬁt by
origin origin
2004 2003 2004 2003 2004 2003 2004 2003
restated restated
£m £m £m £m £m £m £m £m
north america 1617 1786 1684 1902 80 110 878 965
united kingdom 449 476 538 549 06 03 488 519
rest of europe 892 826 671 631 03 01 351 347
rest of world 175 182 240 188 30 13 80 75
t otal 3133 3270 3133 3270 113 121 1797 1906
intersegment sales 65 41 65 41 – – – –
total continuing operations 3068 3229 3068 3229 113 121 1797 1906
discontinued operations 191 320 191 320 04 10 04 82
3259 3549 3259 3549 117 131 1801 1988 senior plc annual report and accounts 2004
28
notes to the accounts continued
2 segment information continued
operating proﬁts shown above are stated after charging £17m 2003 – £13m of reorganisation and restructuring costs and £51m 
2003 – £54m of goodwill amortisationthese are attributed to the segments as follows
reorganisation 
and restructuring goodwill amortisation
2004 2003 2004 2003
£m £m £m £m
north america 05 07 24 27
united kingdom 05 03 23 23
rest of europe 07 03 01 01
rest of world – – 03 02
total continuing operations 17 13 51 53
discontinued operations – – – 01
17 13 51 54
c net assets reconciliation 2004 2003
restated
£m £m
net assets as above 1801 1988
net pension deﬁcits 412 440
net other unallocated assetsliabilities 130 111
net borrowings 506 642
net assets per balance sheet 753 795
3 operating proﬁt
continuing discontinued t otal continuing discontinued t otal
2004 2004 2004 2003 2003 2003
restated restated restated
£m £m £m £m £m £m
turnover 3068 191 3259 3229 320 3549
cost of sales 2405 148 2553 2514 246 2760
gross proﬁt 663 43 706 715 74 789
distribution costs 36 05 41 38 09 47
administrative expenses 514 34 548 556 55 611
operating proﬁt 113 04 117 121 10 131
4 interest payable and other net finance cost – retirement beneﬁts
interest payable comprises
2004 2003
£m £m
bank loans and overdrafts 08 12
all other loans 43 49
51 61
other net ﬁnance cost – retirement beneﬁts comprises
2004 2003
£m £m
expected return on assets 81 63
interest on scheme liabilities 93 85
12 22 senior plc annual report and accounts 2004
29
5 lossproﬁt on ordinary activities before taxation
lossproﬁt on ordinary activities before taxation is stated after chargingcrediting
2004 2003
£m £m
depreciation – continuing operations 127 150
– discontinued operations 06 11
goodwill amortisation – continuing operations 51 53
– discontinued operations – 01
operating lease rentals – on land and buildings 29 34
– on plant and equipment 08 10
auditors’ remuneration 04 04
grant income – 12
reorganisation and restructuring costs 17 13
amounts incurred on research and development during the year amounted to £48m 2003 – £40m before recoveries from customers 
of £05m 2003 – £02m
fees payable to deloitte for nonaudit services amounted to £04m 2003 – £05mthese fees relate to taxation compliance £03m 
and taxation consulting services £01m
audit fees include £01m 2003 – £01m payable in respect of the company
6 employee costs
particulars of employees including directors are shown below
2004 2003
restated
£m £m
wages and salaries 1074 1126
social security and other costs 134 141
pension costs – deﬁned beneﬁt schemes 20 20
pension costs – deﬁned contribution schemes 22 27
1250 1314
pension costs – deﬁned beneﬁt schemes is the service cost in accordance with frs 17
the average monthly number of persons employed by the group during the year was as follows
2004 2003
number number
production 4201 4262
distribution 55 61
sales 334 378
administration 424 448
5014 5149
disclosure on directors’ remuneration share options longterm share incentive schemes pension contributions and pension entitlements
required by the companies act 1985 and those speciﬁed for audit by the financial services authority are on pages 11 to 15 within the 
report of the directors – remuneration report and form part of these audited ﬁnancial statements senior plc annual report and accounts 2004
30
notes to the accounts continued
7 tax on lossproﬁt on ordinary activities 
the group tax charge comprises
2004 2003
restated
£m £m
current tax
uk corporation tax at 30 2003 – 30 01 02
overseas taxation 25 26
adjustments in respect of prior years 09 04
total current tax charge 17 20
deferred tax
origination and reversal of timing differences – –
adjustments in respect of prior years – 02
total deferred tax credit – 02
17 18
the above tax charge is stated inclusive of a charge of £02m 2003 – £nil arising in respect of exceptional items in relation to proﬁt on sale 
of ﬁxed assets
factors affecting the group tax charge for the year
the current tax charge varies from the standard rate of corporation tax in the uk due to the following factors
2004 2003
restated
£m £m
lossproﬁt on ordinary activities before taxation 52 64
adjust
amortisation of goodwill 51 54
proﬁt arising on sale of ﬁxed assets 05 04
loss on disposal of discontinued operations 133 –
proﬁt on ordinary activities as adjusted 127 114
tax at uk corporation tax rate of 30 2003 – 30 38 34
tax deductible goodwill amortisation in overseas subsidiaries 05 06
unrelieved tax losses 21 10
permanent disallowables 02 09
other timing differences originatingreversing 10 05
net effect of different rates of tax on overseas earnings 20 28
adjustments to current tax charge in respect of prior periods 09 04
current tax charge 17 20
factors that may affect future tax charges
the group’s future mix of overseas proﬁts is anticipated to remain broadly unchanged and hence the group is anticipating to remain 
in a current tax chargeable position in future
as a result of trading conditions experienced during the current and prior years taxable losses have arisen in the uk and certain overseas
subsidiary undertakings which are available for offset against future taxable proﬁts in the territories concerned a deferred tax asset 
of £124m has not been recognised in respect of certain of these losses as based on detailed budgets it is not anticipated that taxable 
proﬁts will arise in the subsidiary undertakings concerned within the foreseeable future
the company has £50m of surplus act previously written off which is unlikely to be recoverable in the foreseeable future due to the
anticipated ongoing level of dividend payments and uk earnings
the potential liability in respect of uk corporation tax on unremitted earnings to the uk has not been provided because at the yearend 
there was no commitment to remit the retained earnings of overseas subsidiaries to the uk senior plc annual report and accounts 2004
31
8 dividends 
rates rates 2004 2003
per share per share
2004 2003 £m £m
interim – paid 065p 065p 20 20
final – proposed 135p 135p 41 41
200p 200p 61 61
9 earnings per share
the calculations of basic earnings per share and underlying earnings per share are shown below and have been based on the weighted 
average number of ordinary shares in issue and ranking for dividend during the year
diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue on the assumption of 
conversion of all dilutive potential ordinary sharesthe group has only one category of dilutive potential ordinary shares being those share
options granted where the exercise price is less than the average price of the company’s ordinary shares during the year in 2004 the effect 
of these share options is antidilutive and has therefore been excluded from the calculation of diluted weighted average number of shares
in 2003 these share options had a dilutive effect of 24m shares
the provision of an underlying earnings per share has been included to identify the performance of operations before amortisation of goodwill
proﬁt on sale of ﬁxed assets and loss on disposal of discontinued operations
earnings earnings earnings earnings
per share per share
2004 2003 2004 2003
restated restated
pence pence £m £m
basic lossproﬁt on ordinary activities after taxation 225 150 69 46
adjust amortisation of goodwill 166 177 51 54
proﬁt on sale of ﬁxed assets net of tax of £02m 2003 – £nil 010 014 03 04
loss on disposal of discontinued operations 434 – 133 –
underlying earnings after taxation of £15m 2003 – £18m 365 313 112 96
underlying earnings before taxation 127 114
weighted average number of shares – basic 3065m 3065m
– diluted 3065m 3089m
– underlying 3065m 3065m
lossearnings per share – basic 225p 150p
– diluted 225p 149p
– underlying 365p 313p
10 group cash flow statement
a reconciliation of operating proﬁt to net cash inﬂow from operating activities 2004 2003
restated
£m £m
group operating proﬁt 117 131
depreciation of tangible ﬁxed assets 133 161
amortisation of goodwill 51 54
increasedecrease in stocks 44 62
increasedecrease in debtors 33 57
increasedecrease in creditors 30 100
pension payments in excess of service cost 40 13
working capital currency variations 10 23
net cash inﬂow from operating activities 204 329
the net cash inﬂow from operating activities includes an outﬂow of £12m 2003 – £27m inﬂow in respect of discontinued activities senior plc annual report and accounts 2004
32
notes to the accounts continued
10 group cash flow statement continued
b reconciliation of net cash ﬂow to movement in net debt 2004 2003
£m £m
decreaseincrease in cash in the period 54 39
decrease in loans 192 151
net cash inﬂow on forward contracts 45 45
change in net debt resulting from cash ﬂows 93 145
non cash items 04 –
currency variations on net borrowings 47 87
movement in net debt in the period 136 232
net debt at 1 january 642 874
net debt at 31 december note 10c 506 642
c analysis of net debt at cash ﬂow non exchange at
1 january cash movement 31 december
2004 items 2004
£m £m £m £m £m
cash 116 40 – 02 74
overdrafts 01 14 –– 15
115 54 – 02 59
debt due within one year 58 46 – 01 11
debt due after one year 712 143 – 43 526
finance leases 20 03 04 – 21
forward exchange contract gainslosses 33 45 – 05 07
t otal 642 93 04 47 506
debt due within one year shown above includes shortterm bank borrowings of £11m 2003 – £30m
the forward exchange contract losses are included in other creditors and accruals
11 intangible fixed assets – goodwill
movements in the year group group
2004 2003
£m £m
cost
at 1 january 1042 1088
disposals 18 –
currency variations 31 46
at 31 december 993 1042
amortisation
at 1 january 275 230
charge for the year 51 54
disposals 05 –
currency variations 08 09
at 31 december 313 275
net book value
at 31 december 680 767 senior plc annual report and accounts 2004
33
12 t angible fixed assets
a movements in the year group group group group group company
freehold leasehold leasehold plant and total total
land and land and land and equipment
buildings buildings buildings
long leases short leases
£m £m £m £m £m £m
cost or valuation
at 1 january 2004
– cost 395 01 11 1732 2139 05
– valuation 10 ––– 10 –
additions 16 – 01 87 104 –
disposals 01 –– 20 21 –
business disposals 09 –– 153 162 –
currency variations 12 – 01 51 64 –
at 31 december 2004 399 01 11 1595 2006 05
cost 389 01 11 1595 1996 05
professional valuation see c below – 1988 10 ––– 10 –
at 31 december 2004 399 01 11 1595 2006 05
depreciation
at 1 january 2004 84 – 07 1267 1358 03
charge for the year 10 –– 123 133 01
disposals ––– 19 19 –
business disposals 03 –– 119 122 –
currency variations 03 –– 41 44 –
at 31 december 2004 88 – 07 1211 1306 04
net book value
at 31 december 2004 311 01 04 384 700 01
at 31 december 2003 321 01 04 465 791 02
the depreciable amount included in freehold land and buildings at 31 december 2004 amounted to £362m 2003 – £371m
b plant and equipment includes an immaterial amount of ﬁxtures and ﬁttings
c the professional valuations of freehold properties were undertaken by chesterton international property consultants on the basis 
of open market value for continued existing use of the properties concerned
d the net book value of ﬁxed assets includes £31m 2003 – £27m in respect of assets held under ﬁnance leasesthe related depreciation
charge was £01m 2003 – £01m
e original cost and related depreciation of the group’s land and buildings included at valuation above comprise
freehold land freehold land
and buildings and buildings
2004 2003
£m £m
original cost 04 04
depreciation based on cost 03 03
01 01
the closing net book value of the company’s ﬁxed assets comprises plant and equipment
f group freehold land and buildings includes the metal bellows site which was purchased during the year at a cost of £06m under an option
contained in the original purchase and sale agreementthe open market value of the site was assessed as £35m by an independent
professional valuation carried out prior to the purchase in october 2002 senior plc annual report and accounts 2004
34
notes to the accounts continued
13 fixed asset investments
a investments group group company company
2004 2003 2004 2003
restated
£m £m £m £m
shares at cost less amounts written off – – 03 03
loans due from subsidiary undertakings – – 1910 3965
capital contributions to subsidiary undertaking – – 300 300
– – 2213 4268
the principal group undertakings in which the company and the group had investments at the yearend are listed on page 47
b movements on investments in subsidiary undertakings in the year company
£m
at 1 january 2004 4268
decrease in loans to subsidiary undertakings 2055
at 31 december 2004 2213
14 stocks
group group
2004 2003
£m £m
raw materials and consumables 153 173
workinprogress 174 153
finished goods and goods for resale 57 75
384 401
the estimated replacement cost of stocks is not materially different from historical cost
15 debtors
group group company company
2004 2003 2004 2003
restated restated
£m £m £m £m
amounts falling due within one year
trade debtors 492 513 – –
amounts recoverable on contracts 45 49 – –
due from subsidiary undertakings – – 19 06
current tax recoverable 12 13 – –
value added tax 09 09 – –
other debtors 07 04 07 03
prepayments and accrued income 35 81 05 05
600 669 31 14
amounts falling due after more than one year
trade debtors 01 02 – –
other debtors 37 08 – –
38 10 – –
total debtors 638 679 31 14 senior plc annual report and accounts 2004
35
16 creditorsamounts falling due within one year
group group company company
2004 2003 2004 2003
restated restated
£m £m £m £m
bank overdrafts note 18 15 01 04 77
shortterm bank loans note 18 11 30 – –
current portion of longterm loans note 18 – 28 – 28
obligations under ﬁnance leases note 18 03 03 – –
trade creditors 305 294 04 02
due to subsidiary undertakings – – 02 –
corporation tax 95 60 02 21
social security and paye 46 46 01 01
value added tax 01 03 – 01
proposed dividend 41 41 41 41
other creditors and accruals 244 272 14 21
761 778 68 192
bank overdrafts are stated net of certain cash balances in accordance with the group’s banking arrangements
17 creditorsamounts falling due after more than one year
group group company company
2004 2003 2004 2003
£m £m £m £m
loans note 18 526 712 521 707
loans due to subsidiary undertakings – – 460 2199
obligations under ﬁnance leases note 18 18 17 – –
other creditors 03 05 – –
547 734 981 2906
loans comprise
revolving credit facility note 23c – 148 – 148
other loans 05 05 – –
less – current portion – – – –
05 153 – 148
857 private placement loan – 2004 note 23d – 28 – 28
875 private placement loans – 2007 note 23d 130 140 130 140
652 private placement loans – 2008 note 23d 391 419 391 419
less – current portion – 28 – 28
521 559 521 559
total loans falling due after more than one year 526 712 521 707 senior plc annual report and accounts 2004
36
notes to the accounts continued
18 maturity proﬁle of gross indebtedness
group group company company
2004 2003 2004 2003
£m £m £m £m
borrowings are repayable as follows
in one year or less or on demand
– bank overdrafts 15 01 04 77
– bank loans 11 30 – –
– other loans – 28 – 28
in more than one year but not more than two years
– bank loans – – – –
– other loans – – – –
in more than two years but not more than ﬁve years
– bank loans – 148 – 148
– other loans 521 559 521 559
in more than ﬁve years
– other loans 05 05 – –
total borrowings 552 771 525 812
obligations under ﬁnance leases are repayable as follows
– in one year or less 03 03 – –
– in more than one year but not more than two years 02 03 – –
– in more than two years but not more than ﬁve years 05 04 – –
– in more than ﬁve years 11 10 – –
total obligations under ﬁnance leases 21 20 – –
total gross indebtedness 573 791 525 812
materially all loans are unsecured and are repayable other than by instalments
19 financial instruments
the group’s policies as regards derivatives and ﬁnancial instruments are set out in the finance director’s review pages 6 and 7 and in the
accounting policies pages 25 and 26the group does not trade in ﬁnancial instruments
shortterm debtors and creditors have been omitted from all disclosures other than the currency proﬁle
i maturity proﬁle of ﬁnancial liabilities
the group’s gross indebtedness comprising loans £537m 2003 – £770m overdrafts £15m 2003 – £01m and ﬁnance leases 
£21m 2003 – £20m together with other noninterest bearing liabilities is repayable over the following periods
repayable period gross other total gross other t otal
debt debt
2004 2004 2004 2003 2003 2003
£m £m £m £m £m £m
in one year or less or on demand 29 – 29 62 – 62
in more than one year but 
not more than two years 02 01 03 03 04 07
in more than two years but 
not more than ﬁve years 526 02 528 711 01 712
in more than ﬁve years 16 – 16 15 – 15
gross ﬁnancial liabilities 573 03 576 791 05 796
the group had the following undrawn borrowing facilities at 31 december
2004 2003
£m £m
committed
expiring in one year or less – –
expiring in more than one year but not more than two years 460 –
expiring in more than two years but not more than ﬁve years 130 452
uncommitted 141 136
total unused facilities 731 588 senior plc annual report and accounts 2004
37
19 financial instruments continued
ii interest and currency proﬁle of ﬁnancial liabilities
a the gross ﬁnancial liabilities of the group comprising private placement loans borrowings under the revolving credit facilities and general
overdraft arrangements together with other noninterest bearing liabilities have the following interest rate and currency proﬁle
at 31 december 2004 total floating fixed non weighted weighted
currency rate rate interest average rate average
see below bearing – ﬁxed years for
which rate
£m £m £m £m is ﬁxed
sterling ––––––
us dollar 525 161 364 – 746 36
euro 51 31 17 03 593 83
other ––––––
576 192 381 03
at 31 december 2003 t otal floating fixed non weighted weighted
currency rate rate interest average rate average
see below bearing – ﬁxed years for
which rate
£m £m £m £m is ﬁxed
sterling ––––––
us dollar 590 117 470 03 753 43
euro 180 158 20 02 579 90
other 26 26 ––––
796 301 490 05
interest rates are based on appropriate libor rates at the time of the draw down under the revolving credit facilities and overdraft arrangements
the weighted average period to maturity of the noninterest bearing liabilities by currency is us dollar nil years 2003 – 15 years 
and euro 15 years 2003 – 20 years
b the group’s ﬁnancial assets including cash at hand and in bank £74m 2003 – £116m have the following interest rate and currency 
proﬁle at 31 december
currency t otal floating non t otal floating non
rate interest rate interest
see below bearing see below bearing
2004 2004 2004 2003 2003 2003
£m £m £m £m £m £m
sterling 46 39 07 17 13 04
us dollar 35 30 05 26 21 05
euro 20 19 01 60 59 01
other 11 11 – 23 23 –
112 99 13 126 116 10
interest on bank deposits is based on prevailing shortterm money market interest rates at time of deposit
the weighted average period to maturity of noninterest bearing assets by currency is sterling 20 years 2003 – 20 years us dollar 
95 years 2003 – 98 years euro 20 years 2003 – 21 years and other currencies nil years 2003 – nil years
iii fair values of ﬁnancial assets and liabilities book value fair value book value fair value
2004 2004 2003 2003
£m £m £m £m
cash at bank 74 74 116 116
debtors due in more than one year 38 38 10 10
other assets –– ––
gross ﬁnancial assets 112 112 126 126
gross debt 573 590 791 824
other creditors due in more than one year 03 03 05 05
gross ﬁnancial liabilities 576 593 796 829
interest rate lock and rate swaps – 09 – 11
forward foreign exchange contracts – 06 41 46 senior plc annual report and accounts 2004
38
notes to the accounts continued
19 financial instruments continued
market values have been used to determine the fair value of the interest rate swaps and the forward foreign exchange contracts other items
have been valued by discounting expected cash ﬂows at prevailing interest rates at the yearend
iv currency proﬁle
as noted in the finance director’s review on pages 6 and 7 the majority of the group’s operations trade predominantly in their own 
functional currency and where this is not the case exposures are covered on a twelve month rolling basis using forward contractstransaction
exposure giving rise to net currency gains and losses reported in the proﬁt and loss account is therefore not considered signiﬁcant
v hedging total net total net
gains losses gainslosses gains losses gainslosses
2004 2004 2004 2003 2003 2003
£m £m £m £m £m £m
unrecognised gainslosses on hedges at 1 january 05 11 06 03 14 11
gainslosses arising in previous years that were 
recognised in current year 05 03 02 03 03 –
gainslosses arising in previous years that were 
not recognised in current year – 08 08 – 11 11
gainslosses arising in the current year that were 
not recognised 06 01 05 05 – 05
unrecognised gainslosses on hedges at 31 december 06 09 03 05 11 06
of which
amount expected to be recognised within one year 06 04 02 05 03 02
amount expected to be recognised after one year – 05 05 – 08 08
as explained in the finance director’s review on pages 6 and 7 the group’s policy is to hedge transaction exposures translation of overseas
assets and interest rate exposures of these only the hedging of transaction exposures and interest rate exposures gives rise to unrecognised 
gains and losses which may ultimately be recognised in the proﬁt and loss account
20 provisions for liabilities and charges
group group company company
2004 2003 2004 2003
restated restated
£m £m £m £m
deferred tax 03 07 – –
analysis of deferred tax provided is as follows
group group company company
provided provided provided provided
2004 2003 2004 2003
restated restated
£m £m £m £m
accelerated capital allowances 03 03 – –
shortterm timing differences 09 12 – –
tax losses carried forward 09 08 – –
net deferred tax liability 03 07 – –
movement in deferred tax liability group company
£m £m
at 1 january 2004 as previously reported 10 03
restatement note 26b 03 03
at 1 january 2004 as restated 07 –
chargecredit to proﬁt and loss account – uk ––
– overseas ––
business disposals 03 –
currency variations 01 –
at 31 december 2004 03 – senior plc annual report and accounts 2004
39
21 share capital
2004 2003
£m £m
authorised
5000m 10p ordinary shares 2003 – 5000m 500 500
issued
3075m 10p ordinary shares – fully paid 2003 – 3074m 307 307
1999 executive share option plan
no options granted under the 1999 executive share option plan were granted or exercised during the year at 31 december 2004 there
were outstanding
date of grant subscription normal exercise executive granted lapsed exercised executive
price period options options
2003 2004 2004 2004 2004
13 may 1999 15435p 3 years to 12 may 2005 554822 – 108612 – 446210
5 april 2000 8250p 3 years to 4 april 2006 227272 ––– 227272
13 september 2000 5417p 3 years to 12 september 2006 3234884 – 341038 – 2893846
10 october 2000 5333p 3 years to 9 october 2006 142426 – 80924 – 61502
23 march 2001 5258p 3 years to 22 march 2007 425000 – 195000 – 230000
11 april 2001 5258p 3 years to 10 april 2007 105000 – 105000 ––
31 october 2001 3000p 3 years to 30 october 2007 700000 – 135000 – 565000
12 march 2003 2308p 3 years to 11 march 2009 7212842 – 613451 – 6599391
12602246 – 1579025 – 11023221
the options outstanding under this plan were overstated on the annual report 2003this has been amended in the opening balance for 2004
these options will normally only become exercisable provided that the group’s underlying earnings per share grows by not less than 
4 per annum compound above the growth in the uk retail price index over a period of three or more ﬁnancial years commencing 
in january of the year of grant and will lapse if not exercised within six years of the date of grant
savings related share option plan
65159 shares were allotted in respect of options granted under the savings related share option plan during the year a further 97668 
shares were allotted under the share plan in january and february 2005 but these are not included in the table below at 31 december 2004 
there were outstanding
date of grant subscription normal exercise sharesave granted lapsed exercised sharesave
price period options options
2003 2004 2004 2004 2004
6 october 1998 11400p 6 months to 31 may 2004 121341 – 121341 ––
1 october 1999 9150p 6 months to 31 may 2005 71545 – 1475 – 70070
6 october 2000 4350p 6 months to 31 may 2004 739243 – 739243 ––
6 october 2000 4350p 6 months to 31 may 2006 228094 – 8534 – 219560
9 october 2001 4200p 6 months to 31 may 2005 893641 – 420696 – 472945
9 october 2001 4200p 6 months to 31 may 2007 428271 – 65887 – 362384
6 september 2002 2525p 6 months to 31 may 2006 2642773 – 349862 59338 2233573
6 september 2002 2525p 6 months to 31 may 2008 1321341 – 17772 5821 1297748
6446249 – 1724810 65159 4656280 senior plc annual report and accounts 2004
40
notes to the accounts continued
22 reconciliation of movements in shareholders’ funds
a group share share other proﬁt investment 2004 2003
capital premium reserves and loss in own total t otal
account shares restated
£m £m £m £m £m £m £m
at 1 january as previously reported 307 35 177 702 – 1221 1213
restatement note 26b ––– 413 13 426 420
at 1 january as restated 307 35 177 289 13 795 793
lossproﬁt for the ﬁnancial year ––– 69 – 69 46
dividends ––– 61 – 61 61
goodwill ––– 87 – 87 –
pension actuarial loss ––– 03 – 03 –
currency variations ––– 04 – 04 17
at 31 december 307 35 177 247 13 753 795
other reserves include a revaluation reserve of £07m 2003 – £07m and a special reserve of £170m 2003 – £170m
cumulative goodwill written off directly against reserves is as follows
t otal
£m
at 1 january 2004 590
less recognised in group proﬁt and loss account on disposal of discontinued operations 87
at 31 december 2004 503
b company share share other proﬁt investment 2004 2003
capital premium reserve and loss in own total t otal
account shares restated
£m £m £m £m £m £m £m
at 1 january as previously reported 307 35 838 53 – 1233 1240
restatement ––– 19 13 32 26
at 1 january as restated 307 35 838 34 13 1201 1214
proﬁt for the ﬁnancial year ––– 141 – 141 48
dividends ––– 61 – 61 61
at 31 december 307 35 838 114 13 1281 1201
in accordance with section 230 of the companies act 1985 the company has not presented its own proﬁt and loss account
c group and company
shareholders’ funds are attributable entirely to equity interests
further information on the number and market value of shares held as investment in own shares is included in the report of the 
directors – remuneration report on pages 11 to 15
in 1997 £870m of the share premium account was cancelled and replaced by a special reserve against which group goodwill arising on
acquisitions since completion of the previous restructuring of shareholders’ funds in june 1991 and december 1997 of £700m has been set off
subject to ﬁrst settling existing creditors this reserve becomes distributable by the company to the extent of future increases in issued share
capital and share premium account or may be used in the write off of goodwill in the company’s investments in its own direct subsidiaries
23 guarantees and other financial commitments
a capital commitments
capital commitments of the group contracted for but not provided for in the accounts at 31 december 2004 were £25m 2003 – £16m
the company had capital commitments at 31 december 2004 of £nil 2003 – £nil senior plc annual report and accounts 2004
41
23 guarantees and other financial commitments continued
b operating lease commitments
the group leases certain land and buildings and plant and equipmentthe net rental for 2004 on the land and buildings leases was 
£29m 2003 – £34mthe rents payable under these leases are subject to renegotiation at various intervals specified in the leases
the total rental for 2004 on the plant and equipment leases was £08m 2003 – £10mthe lease agreements provide that the group 
pays substantially all insurance maintenance and repairs
the minimum annual rental commitments under the foregoing leases are as follows
2004 2004 2003 2003
land and plant and land and plant and
buildings equipment buildings equipment
£m £m £m £m
operating leases which expire
within one year 03 03 03 02
between two and ﬁve years 06 05 08 06
after ﬁve years 17 – 20 –
26 08 31 08
the net rental for 2004 payable by the company on a land and buildings lease was £02m 2003 – £02mthe minimum annual rental
commitment under this lease which expires after ﬁve years is £02m 2003 – £02m
the company has guaranteed £14m 2003 – £13m of annual lease commitments of certain current and previous subsidiary undertakings
c revolving credit facility
at the beginning of 2003 the company was a guarantor jointly and severally with certain subsidiary undertakings of a committed £831m
originally £100m multicurrency revolving credit facility for the group maturing in june 2004
during 2003 as a result of the maturity of several termed out loans and the cancellation of £11m of unutilised commitments the facility 
became a £59m committed facility
in october 2003 this facility was reﬁnanced with a committed £46m multicurrency revolving credit facility dated 23 october 2003 and
maturing 31 october 2006 of which the company is a guarantor jointly and severally with certain subsidiary undertakings
at december 2003 the total amounts borrowed under this facility were £148m comprising €175m and swedish kroner 325m
at december 2004 there were no amounts drawn under this facility
d private placement loans
the company is a guarantor jointly and severally with certain subsidiary undertakings of us750m 2003 – us750m unsecured loan 
notes under amended agreements dated 22 october 1998 and 31 december 2004
the company is a guarantor jointly and severally with certain subsidiary undertakings of us250m 2003 – us300m unsecured loan 
notes under amended and restated agreements dated 31 october 1995 15 january 1999 and 31 december 2004
e bank guarantees
the company is a guarantor jointly and severally with certain uk subsidiary undertakings of all indebtedness of these subsidiary undertakings 
to two of the group’s uk clearing bankersthe company is also a guarantor jointly and severally with certain subsidiary undertakings of a 
5m £26m letter of credit issued by one of the group’s uk clearing bankers to guarantee certain potential liabilities of a us subsidiary
the company is a guarantor of all indebtedness of certain us subsidiary undertakings to its us clearing banker including a committed single
bank 25m £130m threeyear revolving credit facility and a 5m £26m letter of credit facility maturing on 31 may 2007 at december 2004
there were no amounts drawn under the revolving credit facility and 19m £10m drawn under the letter of credit facility
f forward exchange contracts
the group enters into forward exchange contracts as part of its hedging policy on exchange exposures arising on translation of overseas 
assets into sterling at 31 december 2004 the group had entered into forward contracts to sell us dollars canadian dollars euros and 
czech koruna for a total sterling value of £467m 2003 – £503mthese contracts all mature within one year senior plc annual report and accounts 2004
42
notes to the accounts continued
24 pension costs and other postretirement beneﬁt costs
the group has fully implemented financial reporting standard no17 “retirement benefits” during the yearthe group operates a 
number of pension plans in the uk north america and europethese include both deﬁned contribution arrangements and deﬁned beneﬁt
arrangementsthe largest deﬁned beneﬁt arrangement the senior plc pension plan is a funded scheme in the ukthe latest full actuarial
valuation was carried out as at 6 april 2004 and for the purposes of accounting under frs 17 this valuation has been rolled forward to 
31 december 2004 in addition the group operates three deﬁned beneﬁt schemes in the usa separate disclosure is made for the funded 
uk and us deﬁned beneﬁt arrangements in both the uk and the usa the assets of funded schemes are held in separate trustee administered 
funds managed by independent ﬁnancial institutions and have pension costs assessed by consulting actuaries using the projected unit method
the group also has a small number of unfunded postretirement plans including a closed healthcare scheme in the usa separate disclosure 
is provided for these arrangements
a deﬁned contribution schemes
the group has a number of different deﬁned contribution and government sponsored arrangements in place in the countries in which 
it operates none of these are individually material to the group and the aggregate cost of such schemes for the period was £22m 
2003 – £27m a total of £14m 2003 – £14m of contributions were outstanding at the yearend
b deﬁned beneﬁt schemes
net postretirement beneﬁt liability 31 december 31 december
2004 2003
£m £m
uk funded arrangements 335 355
us funded arrangements 42 52
other postretirement liabilities 35 33
per balance sheet 412 440
c assets liabilities and assumptions in funded plans
uk plan 31 december 2004 31 december 2003 31 december 2002
plan assets fair value expected fair value expected fair value expected
return return return
£m  £m  £m 
equities 666 75 649 75 454 70
bonds 205 49 138 55 190 50
gilts 297 40 318 45 302 40
properties and other 06 30 02 35 25 30
t otal 1174 61 1107 64 971 56
present value of plan liabilities 1509 1462 1315
scheme deﬁcit 335 355 344
 funding 778 757 738
contribution rates for current year 107 107 107
normal contributions made in the current year £14m £16m £16m
additional discretionary contributions £14m £09m –
contribution rates for next year 128 107 107
major assumptions per annum 
inﬂation 260 260 225
increase in salaries 360 360 325
increase in pensions 260 260 225
increase in deferred pensions 260 260 225
rate used to discount scheme liabilities 540 550 550
average future investment returns 610 640 560
the actuarial valuation conﬁrmed an increase in the future contribution rate effective 1 january 2005 from 107 to 128this will be
supplemented by additional contributions of £26m per annum to fund the past service deﬁcitthe past service deﬁcit as determined for funding
purposes was £185mthis is substantially lower than the frs 17 deﬁcit primarily due to the discount rate used to value the liabilities and also 
due to timing differences senior plc annual report and accounts 2004
24 pension costs and other postretirement beneﬁt costs continued
us plan 31 december 2004 31 december 2003 31 december 2002
plan assets fair value expected fair value expected fair value expected
return return return
£m  £m  £m 
equities 156 80 136 80 128 80
bonds – ––
gilts – ––
properties and other – ––
t otal 156 80 136 80 128 80
present value of plan liabilities 198 188 187
scheme deﬁcit 42 52 59
 funding 787 723 684
contribution rates for current year 163 39 10
normal contributions made in the current year £29m £07m £02m
contribution rates for next year nil 163 39
major assumptions per annum 
inﬂation 250 250 250
increase in salaries 400 400 400
increase in pensions 000 000 000
increase in deferred pensions 000 000 000
rate used to discount scheme liabilities 600 625 675
average future investment returns 800 800 800
d roll forward of scheme deﬁcits
31 december 2004 31 december 2003
uk plans us plans unfunded t otal uk plans us plans unfunded total
plans plans
£m £m £m £m £m £m £m £m
opening net deﬁcit 355 52 33 440 344 59 31 434
current service costs note 6 14 04 01 19 15 05 – 20
past service costs note 6 – 01 – 01 ––––
other net ﬁnance cost note 4 10 – 02 12 18 03 01 22
contributions 28 29 03 60 25 07 01 33
actuarial gainloss 16 17 02 03 03 03 ––
exchange – 03 – 03 – 05 02 03
closing net deﬁcit 335 42 35 412 355 52 33 440
e other postretirement liabilities
this balance comprises an unfunded german pension plan of £22m 2003 – £20m unfunded closed pension and postretirement healthcare
plans in the usa of £04m 2003 – £04m and provision for postretirement payments in france of £09m 2003 –£09mthe aggregate 
current service cost is £01mthe german plan has been subject to formal actuarial valuation on a projected unit method with the following
assumptions discount rate 525 salary growth 2 and inﬂation 15 in france the provision arises from a legal obligation to make a payment 
to retirees at the time of retirement
43 senior plc annual report and accounts 2004
44
notes to the accounts continued
24 pension costs and other postretirement beneﬁt costs continued
f history of experience gains and losses
uk plan 2004 2003 2002
£m £m £m
difference between actual and expected return on assets 18 80 174
as a  of plan assets 1 7 18
experience gains and losses on scheme liabilities 61 – 59
as a  of scheme liabilities 4 – 4
effect of changes in assumptions 63 83 56
total amount recorded in the statement of total recognised gains and losses 16 03 289
as a  of scheme liabilities 1 – 22
us plan 2004 2003 2002
£m £m £m
difference between actual and expected return on assets 03 15 25
as a  of plan assets 2 11 19
experience gains and losses on scheme liabilities 08 – 01
as a  of scheme liabilities 4 ––
effect of changes in assumptions 06 12 10
exchange 03 05 03
total amount recorded in the statement of total recognised gains and losses 14 08 31
as a  of scheme liabilities 7 4 17
unfunded schemes 2004 2003 2002
£m £m £m
experience gains and losses on scheme liabilities – ––
as a  of scheme liabilities – ––
effect of changes in assumptions 02 ––
exchange – 02 01
total amount recorded in the statement of total recognised gains and losses 02 02 01
as a  of scheme liabilities 6 6 3
25 acquisitions and disposals
a the following disposal of businesses took place during the year
in august 2004 the group’s ﬁve industrial hose operations comprising the share capitals of senior flexonics limited flexonics sas senior
flexonics bv habia teknoﬂuor ab and the trade and assets of the us hose division of senior operations inc were sold at a combined loss 
of £133mthis comprises the writeoff of £87m of goodwill previously writtenoff directly to reserves and the £46m loss to net book value
shown in the table below senior plc annual report and accounts 2004
45
25 acquisitions and disposals continued
b the effect of business disposals during 2004 was as follows
2004
disposals
£m
goodwill 13
property plant and equipment 40
stocks 61
debtors 68
cash 05
creditors 56
deferred tax 03
loss on sale 46
82
consideration
cash received 58
costs 06
deferred consideration receivable 30
82
the £45m net cash inﬂow shown in the group cash flow statement comprises net cash receipts of £52m in respect of current year 
disposals less £05m of cash disposed offset by the settlement of £02m deferred consideration payable in respect of previous acquisitions
the £30m of deferred consideration receivable shown above includes convertible preference shares with a face value of £25m 
against which full provision has been made
26 restatement of comparative information
during the year 2004 the group has fully adopted financial reporting standard no17 “retirement beneﬁts” and has also applied uitf 38
“accounting for esop trusts”these two changes in accounting policy have necessitated the restatement of the results as previously reported 
in the 2003 annual report and accountsthe detail of these restatements is as follows
a group proﬁt and loss account
£m £m
proﬁt for the ﬁnancial year 2003 as previously reported 58
operating proﬁt impact 
a frs 17 – reverse ssap 24 cost £30m and charge frs 17 pension cost £20m 10
b uitf 38 – reverse revaluation credit taken in 2003 01
net change in operating proﬁt £131m restated less £122m previously reported 09
less net ﬁnance cost – retirement beneﬁts 22
less tax impact of above 01
restated proﬁt for the ﬁnancial year 2003 46
had ssap 24 been retained for 2004 the loss for the year would have been in the region of £17m higher
b group balance sheet
£m £m
net assets as at 31 december 2003 as previously reported 1221
less ssap 24 prepayment in debtors 15
add postretirement balances in creditors amounts falling due within one year 12
add postretirement balances in provisions for liabilities and charges 17
add deferred tax liability derecognised 03
less frs 17 net deﬁcit as at 31 december 2003 440
aggregate impact of pension related changes 423
restatement of investment in own shares to cost 10
net impact on group retained proﬁt and loss account note 22a 413
less investment in own shares transferred to shareholders’ funds at original cost of £13m 13
restated net assets as at 31 december 2003 795 senior plc annual report and accounts 2004
46
five y ear summary
2003
2004 restated 2002 2001 2000
group proﬁt and loss accounts £m £m £m £m £m
t urnover
continuing operations 3068 3229 3684 4117 4222
discontinued operations 191 320 360 520 832
3259 3549 4044 4637 5054
operating proﬁt before impairment and amortisation of goodwill
continuing operations 164 174 235 311 332
discontinued operations 04 11 01 04 21
168 185 234 315 311
impairment of goodwill – –– 40 –
amortisation of goodwill 51 54 58 62 61
operating proﬁt 117 131 176 213 250
share of operating proﬁt in associate net 
of amortisation of goodwill – –– 02 10
speciﬁed exceptional items 128 04 40 22 159
interest payable net 29 49 66 98 93
other net ﬁnance cost 12 22 –––
proﬁtloss before taxation 52 64 70 95 08
taxation 17 18 31 51 09
proﬁtloss after taxation 69 46 39 44 01
dividends 61 61 61 61 150
loss for the year 130 15 22 17 151
depreciation 133 161 178 184 183
gross capital expenditure including ﬁnance lease assets 104 80 131 165 174
basic earningsloss per share 225p 150p 129p 146p 008p
diluted earningsloss per share 225p 149p 129p 145p 008p
underlying earnings per share 365p 313p 447p 551p 587p
dividends per share 200p 200p 200p 200p 488p
group balance sheets
fixed assets 1380 1558 1757 2013 2271
net current assets 335 418 458 538 626
creditors due after one year 547 734 975 1275 1621
provisions for liabilities and charges 03 07 27 25 35
retirement beneﬁt liabilities 412 440 –––
net assets 753 795 1213 1251 1241
net borrowings 506 642 874 1227 1465
gearing net 672 808 720 981 1180
group cash ﬂow
cash inﬂow from operating activities 204 329 439 469 501
tax paymentsreceipts 27 08 03 70 49
interest payments net 29 50 73 97 87
capital expenditure including ﬁnance leases less disposals 97 69 117 156 168
free cash ﬂow 105 202 252 286 197
dividends paid 61 61 25 150 150
acquisitions less disposals 45 04 22 115 38
dividend income from associated undertaking – –– 02 02
proceeds from share issues – ––– 01
decreaseincrease in loans 192 151 323 253 42
increase in ﬁnance leases 04 – 15 ––
cash inﬂow on forward exchange contracts 45 45 02 ––
increasedecrease in cash in the period 54 39 57 – 54
the ﬁgures for 2003 have been restated to reﬂect changes in accounting policies relating to retirement beneﬁts and esop trusts following 
the adoption in 2004 of financial reporting standard no17 and uitf 38 earlier years have not been restated
speciﬁed exceptional items comprise losses on disposal and termination of businesses and associated undertakings including related goodwill
together with proﬁt or loss on disposal of ﬁxed assets senior plc annual report and accounts 2004
47
principal group undertakings
operating companies business units locations
senior hargreaves limited senior hargreaves bury
incorporated in england and wales
senior uk limited senior automotive – crumlin crumlin
incorporated in england and wales senior aerospace – bwt macclesﬁeld
senior aerospace – bird bellows congleton
senior operations inc senior automotive – bartlett bartlett illinois
incorporated in delaware usa senior flexonics – pathway new braunfelstexas
senior aerospace – metal bellows sharon massachusetts
senior aerospace – ssp burbank california
senior aerospace – composites wichita kansas
senior aerospace – ketema el cajon california
senior aerospace – ketema saltillo mexico
senior aerospace – jet products san diego california
senior operations canada limited senior flexonics – canada brampton ontario
incorporated in canada
senior berghofer gmbh senior automotive – kassel kassel germany
incorporated in germany
senior automotive czech sro senior automotive – olomouc olomouc czech republic
incorporated in the czech republic
senior aerospace ermeto sas senior aerospace – ermeto blois france
incorporated in france
senior automotive blois sas senior automotive – blois blois france
incorporated in france
senior calorstat sas senior aerospace – calorstat dourdan france
incorporated in france
senior aerospace bosman bv senior aerospace – bosman rotterdam holland
incorporated in holland
senior automotive sa pty limited senior automotive – cape t own cape t own south africa
incorporated in the republic of south africa
senior do brasil ltda senior automotive – sao paulo sao paulo brazil
incorporated in brazil
senior india private limited senior automotive – new delhi new delhi india
incorporated in india
senior investments ag schaffhausen switzerland
incorporated in switzerland
all group undertakings are wholly and directly owned by subsidiary undertakings of senior plc and in every case the principal country of
operation is the country of incorporation
comments on the activities of each group undertaking are included in the chief executive’s review on pages 3 to 5 senior plc annual report and accounts 2004
48
additional shareholder information
analysis of shareholders at 31 december 2004
shareholders shareholders shareholdings shareholdings
number  millions 
by category
corporate bodies 1022 2362 29050 9449
other shareholders 3304 7638 1695 551
4326 10000 30745 10000
by range of holdings
1 – 24999 3965 9166 1574 512
25000 – 49999 126 291 435 142
50000 – 249999 124 287 1227 399
250000 – 499999 35 081 1236 402
500000 – 999999 27 062 2018 656
1000000 – and over 49 113 24255 7889
4326 10000 30745 10000
share registrars
all shareholder records are maintained by lloyds tsb registrars and all correspondence should be addressed to the registrar senior plc 
at the lloyds tsb registrars’ address shown on the facing page quoting the reference number starting with 0228 detailed on your dividend
vouchersthe registrar should be notiﬁed regarding changes to name or address loss of either share certiﬁcate or dividend warrant or request 
for or change to a dividend mandate
lloyds tsb registrars provide a range of shareholder information 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 lloyds tsb registrars and request a dividend mandate form shareholders who are currently receiving duplicate 
sets of company mailings as a result of any inconsistency in name or address details should write direct to lloyds tsb registrars so holdings 
can be combined if appropriate
crest proxy v oting
crest members who wish to appoint a proxy or proxies through the crest electronic proxy appointment service may do so for the 
annual general meeting to be held on 15 april 2005 and any adjournments thereof by using the procedures described in the crest 
manual further details relating to voting via crest may be found on the notice of meetingproxy card inserted within the annual report
2005 financial calendar
3 march preliminary announcement of 2004 annual results
15 march publication of annual report 2004
15 april annual general meeting
27 april shares exdividend for 2004 ﬁnal dividend
29 april record date for shareholders on the register to receive the 2004 ﬁnal dividend
27 may payment of 2004 ﬁnal dividend
4 august preliminary announcement of 2005 interim results
8 august publication of interim report 2005
26 october shares exdividend for 2005 interim dividend
28 october record date for shareholders on the register to receive 2005 interim dividend
25 november payment of 2005 interim dividend ofﬁcers and advisers
secretary and registered ofﬁce
andrew bodenham
5961 high street rickmansworth hertfordshire wd3 1rh
registered in england and wales no 282772
registrars
lloyds tsb registrars
the causewayworthingwest sussex bn99 6da
auditors
deloitte  touche llp
four brindley place birmingham b1 2hz
solicitors
slaughter and may
one bunhill row london ec1y 8yy
principal uk clearing bankers 
hsbc bank plc
8 canada square london e14 5hq
royal bank of scotland
135 bishopsgate london ec2m 3ur
investment bankers
schroder salomon smith barney
citigroup centre 33 canada square london e14 5lb
stockbrokers
hoare govett limited
250 bishopsgate london ec2m 4aa
designed by
sheppard day senior plc
5961 high street
rickmansworth
hertfordshire
wd3 1rh
united kingdom 
tel 44 01923 775547
fax 44 01923 896027
wwwseniorplccom


Summary:
 senior plc annual report and accounts 2004
2
chairman’s statement
“senior has delivered an encouraging set of results achieving an increase
in underlying earnings per share and a reduction in debt despite the
adverse effects of the weakening us dollar and signiﬁcant raw material
price increasesthe group’s recent automotive diesel programme wins
scheduled to start production in late 2006 combined with the ongoing
recovery in the civil aerospace market mean senior has an excellent
base for proﬁtable growth in the mediumterm”
senior made further progress during 2004
in building the foundations for an improved
future performancethe ongoing focus 
on better production efﬁciency process
improvement and enhanced product
development are all targeted at delivering
proﬁtable organic growth for the future
it is particularly encouraging to report that
in the latter part of 2004 the group secured
a number of automotive programmes for
new products developed over the past two
yearsthe year’s main operating challenge
was the signiﬁcant rise in raw material prices
proﬁts were also adversely impacted by the
translation effect of the continued weakening
of the us dollar against this background
the group reported an improvement 
in underlying earnings per share and 
a further reduction in net debt
financial results
largely because of the weaker us dollar
and the disposals completed in the year
group turnover declined by 82 to
£3259m 2003 – £3549m and operating
profit before goodwill amortisation by 
92 to £168m 2003 – £185ma much
reduced charge for interest and lower net
finance charges for retirement beneﬁts
resulted in underlying profit before taxation
increasing to £127m 2003 – £114m
underlying earnings per share increased 
by 166 to 365p 2003 – 313p restated
for the full implementation in 2004 of
financial reporting standard 17 “retirement
beneﬁts” and urgent issues task force 38
“accounting for esop trusts”the derivation
of underlying earnings per share and other
nonstatutory information is explained 
in the finance director’s review
the loss on disposal of businesses was
£133m 2003 – £nil such that the group
reported a loss after tax of £69m 2003 –
£46m proﬁtthe basic loss per share was
225p 2003 – 150p earnings per share
in the aerospace division the reported
turnover reduction of 29 to £1396m
2003 – £1438m was entirely due to 
the weaker us dollar underlying demand
improved and this together with a continued
focus on manufacturing efficiency and 
the benefit of prior year cost reductions
resulted in operating proﬁt before goodwill
amortisation increasing by 208 to £93m
2003 – £77mthe recovery in the civil
sector gained momentum throughout the
year and demand in the defence and military 
sector remained steadythe operating margin
was 67 2003 – 54
sales of automotive vehicles were ﬂat in
both north america and europe however
turnover in the group’s automotive
division declined by 52 to £1229m
2003 – £1296m primarily due to adverse
exchange rate movements and some north
american product programmes coming 
to an end in europe and the rest of the
world the group’s automotive turnover
increased impacted by adverse exchange
rate movements raw material price
increases and supplier problems in france
divisional operating proﬁt before goodwill
amortisation declined by 143 to £66m
2003 – £77m resulting in an operating
margin of 54 2003 – 59
in the industrial division the sale of the 
five industrial hose businesses for a total
consideration of £83m was completed 
in august bringing the group’s ongoing
disposal programme to an endthe turnover
of the three remaining industrial businesses
declined by 102 to £449m 2003 – £500m
and the operating profit before goodwill
amortisation to £05m 2003 – £20m
the reductions were the result of poor
market conditions and the costs of the
major rationalisation exercises undertaken 
at two of the three operations
net debt at the end of 2004 was £506m
a 21 reduction from the 2003 yearend
debt of £642m
dividend
the board is recommending an unchanged
ﬁnal dividend of 135p per share in respect
of 2004 bringing the total dividend for the
year to 200p per share 2003 – 200p
employees and the board
gordon campbell joined the group as 
a nonexecutive director in july 2004 and 
i would like to welcome him to the board
having been appointed to the board 
during the year he will stand for reelection
by the shareholders at the forthcoming
annual general meeting
the group’s employees have once again
worked with enthusiasm and commitment
whilst dealing with the many challenges our
economies industries and customers presented
to us i would like to thank them for their
wholehearted contribution during 2004
outlook
the recovery in the aerospace industry is well
underway with demand for large civil aircraft
increasing and whilst automotive market
demand remains steady new programme
wins in the diesel sector in europe and more
particularly in north america augur well 
for the futurethe new automotive products
go into production from mid 2006 onwards
and as previously stated capital investment 
is expected to increase signiﬁcantly during
2005 as production capacity is installed to
meet the growth in demand
the group’s disposal programme which
commenced in 2000 is at an end and most
of the planned plant rationalisations have
been completedthe us dollar has been
relatively stable against other major currencies
since the yearend but raw material prices
show few signs of decliningtrading in the ﬁrst
two months of 2005 has been satisfactory
as a result the group can anticipate 
a challenging but less volatile environment 
in 2005 with encouraging prospects thereafter
as the new automotive programmes go 
into production and the aerospace market
continues to grow
james kerrmuir
chairman