senior plc annual report and accounts 2003
automotive aerospace specialised industrial contents
1 financial highlights
2 chairman’s statement
3 chief executive’s review
7 finance director’s review
9 board of directors
10 report of the directors
12 – remuneration report
17 – 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 y ear summary
47 principal group undertakings
48 additional shareholder information
48 2004 financial calendar
ibc ofﬁcers and advisers
senior is an international manufacturing group with operations in 12 countries
senior designs manufactures and markets high technology components and systems 
for the principal original equipment producers in the worldwide aerospace automotive
and specialised industrial markets
corporate proﬁle 4443
3987
3549
1227
874
642
551
447
352
286
252
202
01 02 03 01 02 03 01 02 03 01 02 03
1
financial highlights
year ended 31 december 2003 2002
turnover from continuing operations £3549m £3987m
operating proﬁt from continuing operations
– before goodwill amortisation
1
£176m £234m
– after goodwill amortisation £122m £176m
proﬁt before taxation £77m £70m
free cash ﬂow
1
£202m £252m
net borrowings £642m £874m
underlying earnings per share
1
352p 447p
dividends per share 200p 200p
note
1
 see finance director’s review for derivation of nonstatutory information
t urnover
£m
165
131
80
01 02 03
gross capital
expenditure £m
70
59
50
01 02 03
operating
margin 
net debt
£m
underlying
earnings per
share pence
free cash flow
£m
200
200
200
01 02 03
dividends 
per share pence
 continuing business before impairment and amortisation of goodwill
aerospace
engine structures and
mountings ﬂuid control 
systems metallic high
pressure ducting composite 
lowpressure ducting
41 of group turnover
automotive
flexible exhaust connectors
engine emission pipework
diesel fuel systems
air conditioningturbo 
charger pipework
36 of group turnover
specialised industrial
metallic and fabric 
expansion joints ﬂexible
metallic hoses composite 
hoses ventilation ducting
23 of group turnover 2 chairman’s statement
senior like many other industrial groups endured difficult
conditions throughout 2003the iraq war and the sars outbreak
early in the year adversely impacted business confidence and
extinguished any hope of an early recovery in the civil aircraft
market against this background the group reduced costs and
implemented improvements across its business group net debt 
fell by 265 to £642m 2002 – £874m in a year of uncertainty
and poor market demandthis debt reduction helped by currency
factors primarily the weakening of the us emphasises the
underlying strength of the group
financial results
group turnover from continuing operations declined by 
110 to £3549m 2002 – £3987m and operating proﬁt before
goodwill amortisation declined to £176m 2002 – £234m
group profit before tax increased to £77m 2002 – £70m 
and underlying earnings per share was 352p 2002 – 447p
the derivation of underlying earnings per share and other 
nonstatutory information is explained in the finance 
director’s review
turnover in the aerospace division reduced by 126 from
£1646m in 2002 to £1438m in 2003this was due to the
contraction of the commercial aerospace industry where demand 
for civil aircraft continued to reduce demand in the defence and
military sector remained steadywhilst divisional operating proﬁt
before goodwill amortisation reduced by 39 to £73m from 
£76m in 2002 the operating margin before goodwill amortisation
increased from 46 to 51
sales of automotive vehicles declined by 3 in north america 
and by 2 in europe but turnover of the group’s automotive
division fell by 127 from £1484m in 2002 to £1296m in 2003
this was primarily due to programmes in north america coming 
to an end as expected when product was designed out of
vehicles divisional operating profit before goodwill amortisation
reduced from £123m in 2002 to £74m in 2003the operating
margin before goodwill amortisation was 57 2002 – 83
turnover in the specialised industrial division reduced 
by 48 from £861m in 2002 to £820m in 2003 primarily 
due to market weakness in the north american power generation
and uk office construction markets divisional operating 
profit before goodwill amortisation was £29m 2002 – £35m 
and the operating margin before goodwill amortisation was 35
2002 – 41whilst there were no disposals completed during
the year work remains ongoing to secure further disposals from 
this division
dividend
the board is recommending an unchanged ﬁnal dividend of 135p 
per share in respect of 2003 bringing the total dividend for the 
year to 200p per share 2002 – 200p
employees and the board
richard turner who has been a nonexecutive director of the
group for nearly eight years has indicated that he intends to retire 
at the agm in aprilthe board would like to thank him for his
unstinting enthusiasm and support of the group during a period 
of great change particularly his wise counsel at board meetings 
and incisive observations following visits to the operations
in the middle of the year ron case previously the ceo of the
group’s largest aerospace business senior aerospace ketema
was promoted to be ceo of the aerospace division he took 
over from graham menzies who had undertaken the role himself
since the events of 11 september 2001
across the group our employees have worked with enthusiasm 
and commitment throughout another year of change challenge 
and cost reduction and i would like to thank them for their loyalty
and wholehearted contribution during this period
outlook
a more stable market outlook is anticipated for the group and 
it is hoped that 2004 will be the bottom of the economic cycle 
for senior raw material prices are however increasing and any
continued weakness of the us would have an adverse effect when
local results are translated into sterling for reporting purposes
with some recovery occurring in passenger numbers in the civil
market and steady demand being seen in the defence and military
sector the outlook for the aerospace industry appears more settled
than it has been for the past three yearsthe nearterm outlook for
the automotive industry is anticipated to be one of steady consumer
demand but continued competitive pressure in 2004 further
automotive programme reductions in north america are expected
to be largely offset by volume increases on a number of the group’s
european programmes in the industrial markets there are early signs
of a modest recovery in some of the sectors in which we operate
overall whilst in the nearterm the north american automotive
market is likely to remain challenging the group’s other markets 
are expected to be generally stablewith the much reduced level 
of net debt the recent aerospace programme wins and the ongoing
level of automotive diesel product development the longerterm
prospects for the group are increasingly encouraging
overall whilst in the nearterm the north american automotive
market is likely to remain challenging the group’s other markets
are expected to be generally stablewith the much reduced 
level of net debt the recent aerospace programme wins and 
the ongoing level of automotive diesel product development the
longerterm prospects for the group are increasingly encouraging
james kerrmuir chairman 3
group turnover on continuing operations reduced by 110 working
capital fell by 90 and group net debt improved by 265 capital
expenditure at a net £69m was 43 of depreciation
in the aerospace division costs were trimmed as sales declined
throughout 2003 despite this substantial design and development
effort was maintained which has resulted in the division winning
£160k per shipset on the new airbus a380 and £230k per shipset 
on the lockheed martin joint strike fighter pratt and whitney
enginewhilst volume production of both is still some years off
a number of operations are already delivering preproduction and
prototype units both these programmes are incremental to current
business and should result in valuable growth in the future capital
expenditure has been low because there has been no need for
extra capacity in the current market circumstances however
the group has continued to invest in its aerospace businesses
at ssp  the group’s aerospace ducting business in los angeles
the site is being substantially redeveloped to produce a modern
facility that is representative of the capabilities of this marketleading
business at another of the group’s north american aerospace
businesses metal bellows the freehold of the existing site was
purchased from the landlord in january 2004 to safeguard the 
future of this valuable operation
automotive vehicle production was slightly down in 2003 but
because some north american programmes came to an end
the division’s turnover fell further than the market and capacity in 
the usa was reduced however the north american engineering
capability and resource was actually increasedthe heavy truck
diesel engine market in the usa is changing dramatically as truck
manufacturers convert their engines to highpressure common 
rail technology to improve economy in use and to meet the new
emission standards being introduced in 2007 senior has signiﬁcant
experience of common rail because of the group’s position in the
european diesel market for passenger vehicles as a result senior
currently has an unprecedented number of enquiries for new
products from the north american heavy diesel engine manufacturers
nominations for these products are being won and are expected
to start production in 2006 capital expenditure has been low 
but is likely to be at a much higher level for the next two years
elsewhere the establishment of the czech plant at olomouc 
is complete and is now proﬁtablethe transfer to a new larger
facility in cape town south africa was completed successfully 
in december 2003
the group’s largest industrial businesses struggled in 2003 with
weak markets and despite the belief that 2004 should be a little
better meeting the challenge to remain competitive is a high
priority pathway which manufactures metal and fabric expansion
joints will close its tennessee plant during 2004 and consolidate
manufacturing at its plant in new braunfelstexas hargreaves
enters 2004 with a stronger orderbook having won the ductwork
contract for the new wembley stadium no disposals were made 
in 2003 but it was not for a lack of effort with good progress
being made on the disposal of the group’s five industrial hose
businesses despite undergoing a protracted and ongoing disposal
process these businesses each improved their performance in 2003
to the great credit of their management and employees
product and new programme development are key to the group’s
future success and consequently had a high priority during the
period with engineering resources being maintained despite the
nearterm profit pressures
irrespective of market conditions the group remains committed
to the strategy of operational improvement cost reduction and
enhancing the value of the group through product and process
design and development
chief executive’s review
the main markets in which the group operates remained
challenging throughout 2003accordingly programmes
aimed at operational improvement cost and working
capital reduction and capital expenditure control were
aggressively pursued
graham menzies chief executive 4
2003 was a second year of market turmoil following the events 
of 11september 2001the year was ﬁlled with schedule changes
volume reductions and increased pricing pressurethis necessitated
capacity adjustments and an escalation in the implementation of
lean principles
t owards the end of the year there were tentative signs of stabilisation
in the commercial aircraft market as airlines began to improve
profitability and ordering activity on longterm programmes 
trended higher senior aerospace made large strides on several 
new programmes in 2003 including the a380 and joint strike 
fighter “jsf” with early development production commencing
senior aerospace metal bellows in boston massachusetts
specialises in edgewelded bellows for a variety of applications 
in the commercial and military aerospace space medical
semiconductor and industrial marketsthe company performed
satisfactorily in 2003 despite sales declining as the semiconductor
and space applications failed to reach anticipated levels several
aggressive costcutting measures were takenthe company is well
positioned to improve performance in 2004
senior aerospace ketema in san diego california enjoyed a
signiﬁcant performance improvement in 2003 albeit from a relatively
low base ketema manufactures complex engine fabrications
primarily for the military regional and single aisle commercial
marketsthe company was restructured in 2002 and as a result 
of overhead cost reductions factory improvements and increased
efficiencies has become a more profitable and cash generative
companythe company has several recently won programmes 
under development including content on the jsf for both pratt 
and whitney and rollsroyce
senior aerospace jet products in san diego california reported 
lower profits in 2003 on sales that as expected fell slightly 
from the prior yearworking capital and ontime delivery
improvements were madethe company is well positioned 
to resume its profitable growth during 2004 as work in the
military sector increases
senior aerospace ssp in los angeles california designs and 
fabricates highpressure ducting systemswhilst factory productivity
declined in 2003 order intake was strongthe company is currently
streamlining its manufacturing processes through the introduction 
of cellular manufacturing and improving product ﬂows as a result of
its building modernisation a strong diverse orderbook heavy focus
on operational improvements and an industryleading engineering
team leave ssp well positioned for the future
senior aerospace bwt in the uk manufactures lightweight 
flexible composite ducting for airframe manufacturers 2003 was 
a year of signiﬁcant new product introduction with work increasing
on the airbus a380 cockpit ducting embraer erj170190 ﬂexible
ducting and several other programmeswith the high engineering
activity and the group’s policy of expensing such costs as incurred
proﬁtability was well below historic levels performance is expected
to recover as engineering ends and the parts go into production
senior aerospace composites in wichita kansas produces rigid
composite ducting that is often combined with components from
other senior facilities to form lightweight ducting subsystems
composites which entered the system design and test environment
for the ﬁrst time in 2003 is playing a major role in the fabrication 
of the a380 system being delivered to airbus by bwt
senior aerospace bird bellows in the uk increased its business with
airbus as a result of winning the contract to design and manufacture
gimbals for the a380 wing ducting systems bird had a solid year 
in terms of sales operating proﬁt and cash ﬂow its business base
increasingly focused on aerospace continues to growthe company 
is in the process of implementing lean techniques throughout the
factory to meet the continuing challenges of its customers
senior aerospace bosman in holland saw its traditional aerospace
repair business reverted back to the airlines bosman began
outsourcing parts to lowcost countries and developing new
technologies for use in highpressure ducting systemsthis combined
with the ability to engineer high technology metal fabrications
should enable bosman to enter new markets in the future
senior aerospace ermeto in france beneﬁted from the operational
efﬁciencies of a ﬁrst full year of production in its new premises but
suffered from reductions in the euroﬁghter build ratethe company
is seeking additional business to ﬁt its existing capabilities
senior aerospace calorstat in france performed poorly and
underwent a management change midyearthe new leadership
substantially reorganised the business successfully introducing 
new airbus a380 parts in the process operational improvements
give the business a brighter future
overall 2003 was a challenging year for the aerospace division
all companies aggressively pursued process improvements and the
operating margins before goodwill amortisation increased from 46
to 51 despite falling salesthe strengthened management teams
and continuous improvement through lean principles will help senior
aerospace achieve its future goals
aerospace
geographic turnover

67 north america
10 uk
20 rest of europe
3 rest of world
by destination 5 automotive
geographic turnover

44 north america
7 uk
41 rest of europe
8 rest of world
by destination
senior automotive manufactures a variety of products primarily 
for customers in north america and europe it specialises in the
manufacture of thinwalled stainless steel tubing flexible metal
bellows highpressure diesel fuel lines and aluminium tubing for 
air conditioning and heating systems
production volumes in north america declined 3 in 2003 and 
the division’s major customers at the “big 3” continued to lose
market share despite the liberal usage of customer incentives
the oem’s heavy reliance upon incentives to support demand
continues to create significant cost reduction pressure upon all
suppliers european demand softened with the number of new
vehicle registrations declining 2 in 2003 however senior’s volumes
in europe grew because of the greater demand for diesel engines
upon which many of our european products are used
senior automotive bartlett in chicago illinois had a difﬁcult year 
as several major programmes came to an end with the deletion of
secondary air and egr systems from general motors’ engines
further programmes will end during 2004the business reacted
quickly and reduced costs accordingly good progress continues 
to be made in developing new products and the ﬁrst order for a
common rail diesel fuel system has been secured with many more
projects in the development stagewhilst there is no doubt that
common rail will come to north america for heavy trucks there 
is an increasing belief that diesels will eventually be introduced in
the passenger car and light truck markets such an outcome would
clearly be beneﬁcial to the group
at senior automotive blois france the strategy to rationalise 
the product line and focus upon highpressure diesel fuel products
was completed by the end of the year 81 of blois sales were
diesel fuel products efforts continue to reduce costs and improve
performance operational metrics have improved greatly but higher
than expected demand for diesel components required the use 
of excess labour with an adverse effect on proﬁtability additional
manufacturing capacity is due to be commissioned in the first
quarter of 2004
senior automotive olomouc czech republic grew substantially
during the year following the relocation of aluminium tubes and
water tubes from blois several new projects were also successfully
launched and the site moved into proﬁt in the fourth quarter as
volumes increased olomouc is a lowcost site and is well positioned
to grow substantially in the coming years
senior berghöfer gmbh germany operated in a difficult
environment its main industrial markets such as solar and heating
were weak as was the german economy however cost reductions
and a focus upon cost management produced a significant
improvement in operating performance compared to the prior
yearthe first nominations for heavy truck components were
secured and good progress was made on other potential
automotive components
senior automotive sao paulo brazil had a difficult year caused 
by high consumer interest rates as a result of which automotive
demand was disappointingly low several large orders for 
industrial expansion joints and spring hangers together with good 
cost management allowed the site to remain profitable new
automotive projects should lead to growth in the next couple 
of years
senior automotive new delhi india had another solid year
although slightly below the prior year due to a destocking
programme at a major aftermarket customer in the uk sales
increased to the north american exhaust aftermarket and
domestic industrial metal hose customersthe site is well 
managed and poised for growth across a range of markets 
in the near future
senior automotive crumlin south wales encountered a difﬁcult
year and with the completion of the transfer of its ﬂexible exhaust
bellows work to cape town the site is now focused upon the
exhaust ﬂex aftermarket exhaust gas recycling and turbo oil drain
markets new product development is a priority with some good
progress being made
senior automotive cape t own south africa struggled to keep 
up with demand in the ﬁrst quarter mostly due to the late delivery
of raw materials from key suppliersthis resulted in the offloading
of some work to crumlin and bartlett ontime delivery was 
quickly restored once raw materials arrived according to schedule
and additional employees were added manufacturing efﬁciencies
improved greatly throughout the year given the export nature of
the business proﬁtability was adversely affected by a strengthened
local currencythe business successfully relocated to a larger facility
at the yearend to provide the additional capacity necessary to meet
the volume growth scheduled for the next few years
senior automotive is known for its innovative engineering solutions
and superior customer servicethe everincreasing demand for 
new technologies to meet future emission laws and the continued
growth of diesel engines combined with lowcost manufacturing
sites in the czech republic india brazil and south africa position
the business well for longerterm growth 6
the specialised industrial division is made up of eight operations
of which the five industrial hose companies are in the process 
of being soldthe remaining three businesses pathway senior
hargreaves and senior flexonics canada accounted for some 
62 of the division’s turnover in 2003
pathway is a world leader in the manufacture of metal and fabric
expansion joints for the power generation and petrochemical
industries in 2003 it experienced a slight reduction in turnover
mainly due to the slowdown in sales of landbased turbines for
power generation new construction and planned maintenance
work was also sluggish although emergency repair work was much
stronger than expected helping to maintain operating margins
pathway operates from two facilities one in texas and one in
tennessee and because of the changing nature of the mix of work
the decision has been taken to close the tennessee facility during
2004 with all manufacturing being consolidated onto the new
braunfelstexas sitethe cost is anticipated to be £09m in new
capital assets and £03m in closure coststhe consolidation will 
lead to improved future proﬁtability
senior hargreaves a uk market leader in the manufacture 
and installation of air conditioning ducting experienced reduced
proﬁtability in 2003 as a result of two difﬁcult contractst owards the
yearend a number of new contracts including wembley stadium
and channel tunnel extension work at st pancras station were 
won and senior hargreaves starts 2004 with a healthy orderbook
senior flexonics canada manufactures and sells bulk and fabricated
metal hose assemblies slip pack joints metal expansion joints and
cryogenic assembliesworking in conjunction with other group
companies it offers a wide range of products to the canadian
market sales and proﬁts remained ﬂat year on year a creditable
performance given the slowing economy
senior flexonics hose division operates from facilities in illinois 
and texas in 2003 it increased sales in a competitive marketplace
with a consequent improvement in proﬁtability after a slow start
the semiconductor market began to improve with several customers
returning to the market and sales improving through the course 
of the yearthe focus on rebuilding the ﬂuoroplastic hose market
and providing customers with a quick turnaround service also
began to produce results
the three european metal hose operations a manufacturing site in
the uk and distribution facilities in holland and france collectively
reported improved proﬁtability on unchanged turnover largely as 
a result of the cost reduction measures taken in the previous year
further improvements in the performance of these businesses 
will depend to a large extent on the strength of the upturn 
in the european economy
habia in sweden manufactures ﬂuoroplastic hoses and hose
assemblies ptfe lined pipe systems and ptfe machined parts
an improvement in turnover during 2003 resulted in increased
albeit still modest levels of proﬁts and cash generation project
opportunities are being pursued to improve its performance 
still further
two longstanding ceos brian ward at senior hargreaves and
wim bogaard at senior flexonics bv in holland are due to retire
in the ﬁrst half of 2004 and the group wishes them both the very
best for a long and happy retirement internal candidates have been
promoted to ﬁll their positions
specialised industrial
geographic turnover

41 north america
37 uk
15 rest of europe
7 rest of world
by destination 7
financial performance
the group’s headline results have already been commented on 
by the chairman in his statementwith the group’s operations
being largely based in the usa these results have been adversely
impacted by the effects of currency movementsthe us weakened
significantly in 2003 such that the average rate of us164£ 
was 85 worse than 2002 us150£ overall on translation
currency movements reduced group turnover by £131m 33
and operating proﬁts before goodwill amortisation by £16m 68
when compared to 2002
on a constant currency basis group operating profit before
goodwill amortisation fell by £42m to £176m 2002 – £218m
using 2003 exchange rates eg 164 with the aerospace division
up £03m to £73m the automotive division down £41m to £74m
and the specialised industrial division down £04m to £29m
the end of february exchange rate of us186£ represents 
a further decline of 118 over the 2003 average ratewhilst 
such a weakening is likely to help bolster the north american
economy with a consequent benefit to the group it will
nevertheless have a further adverse effect on the translation 
of local results into sterling it is estimated that if february 2004
month end exchange rates had been in effect throughout 2003 
then on translation the reported 2003 group turnover would 
have been adversely impacted by around £26m and group
operating proﬁt before interest tax and goodwill amortisation 
by around £18m conversely the 2003 interest charge would 
have beneﬁted by around £05m
operating profit is reported after £13m 2002 – £13m 
of reorganisation and restructuring costs note 2 provides the
segmental split of these costs in both years the charges arose
from the implementation of cost reduction measures necessary
for the group to remain competitivetotal employee numbers 
for continuing business reduced by 380 7 during 2003
the goodwill amortisation charge reduced to £54m 2002 – £58m
as a result of the prior year’s disposals and the effect of exchange
rate movements
interest charge
the net interest charge fell by 26 to £49m 2002 – £66m due
to the combination of lower interest rates reduced borrowings 
and generally beneﬁcial exchange rate movements particularly the
weakening us in which the majority of the group’s borrowings
are denominated interest cover calculated on operating profits
before goodwill amortisation was 36 times 2002 – 35 times
taxation
the group’s effective tax rate for 2003 measured on proﬁt before
goodwill amortisation and the effect of the disposal of operations
and fixed assets was 149 2002 – 185 a reconciliation
between the effective tax rate and the uk corporate tax rate of
30 is included in note 7the overall charge of £19m comprised
£24m relating to ordinary activities a net beneﬁt of £04m relating 
to prior years and a net reduction in deferred tax liabilities of
£01mthe net cash paid in respect of taxes during 2003 was
£08m 2002 – £03m recovery
earnings and dividends per share
basic earnings per share was 189p 2002 – 129p underlying
earnings per share before goodwill amortisation and the effect of the
disposal of operations and ﬁxed assets was 352p 2002 – 447p an
unchanged ﬁnal dividend of 135p per share is proposed to be paid on
27 may 2004 to shareholders on the register on 30 april 2004total
dividends paid in respect of 2003 are therefore 200p 2002 – 200p
free cash flow was £202m 2002 – £252m net capital
expenditure was only 43 of depreciationthe free cash ﬂow was
principally used to fund dividends to shareholders of £61m and to
further reduce the group’s borrowings 2004 is anticipated to see 
a number of new programmes moving from the engineering and
design stage to prototyping and testing such that capital expenditure
spend is expected to be much closer to the level of depreciation
funding and liquidity
the group’s net borrowings fell by £232m to £642m 
2002 – £874m during 2003 gross debt at the yearend being 
net borrowings of £642m adjusted for cash of £116m and foreign
exchange forward contract gains of £33m as set out in note 10 c
was £791m 2002 – £1011m of which 74 was in us as a
policy hedge against the group’s us assetsthe weakening us
from 161£ to 179£ together with other exchange rate
movements accounted for £87m 2002 – £104m of the year’s
reduction in net borrowings gearing on shareholders’ funds at the
yearend was 53 2002 – 72
the group ﬁnances its borrowings at group level through the us
private placement market and revolving credit facilities in addition 
it has a number of other local banking facilities group policy is to
ensure that all projected borrowing requirements are covered by
committed facilitiesthe group repaid its £70m multibank revolving
credit facility in october nine months early and replaced it with two
revolving credit facilities a us25m £140m single bank three year
facility to may 2006 and a £460m multibank three year facility 
to october 2006 at the end of 2003 the group had total facilities 
finance director’s review
mark rollins finance director
the group’s net borrowings fell by £232m to £642m
2002 – £874m during 2003 gearing on shareholders’
funds at the yearend was 53 2002 – 72 8
2003 2002
cash ﬂow £m £m
operating proﬁt 122 176
goodwill amortisation 54 58
depreciation 161 178
net capital expenditure 69 117
working capital movement 08 27
net interest paid 50 73
tax paidrecovered 08 03
free cash ﬂow 202 252
disposals and acquisitions 04 22
dividends paid 61 25
effect of exchange rates 87 104
reduction in net borrowings 232 353
net borrowings 642 874
of £1379m including £1159m committed for more than one year
of which £588m was unusedthe maturity proﬁle of the gross
borrowings and committed facilities at the end of 2003 was
£m 2004 2005 2006 2007 2008 t otal
group borrowings 62 03 149 141 436 791
committed facilities – – 600 140 419 1159
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 group
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 group
treasury committee meeting once a year all treasury activities 
are focused on the management and hedging of risk and it is 
group policy not to engage in speculative ﬁnancial transactions
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 sterlingtransactions 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 62 2002 – 78 of
gross borrowings were subject to ﬁxed rates
pensions
the group has continued to account for retirement benefits 
in accordance with ssap24 with full details being disclosed in 
note 24 a in 2003 the group charged £30m 2002 – £27m 
in respect of its deﬁned beneﬁt schemes and £27m 2002 – £33m
in respect of its deﬁned contribution schemesthe total cash funding
of £32m 2002 – £18m made to deﬁned beneﬁt schemes included
a discretionary £09m payment in respect of the uk schemewhilst
the valuation on 6 april 2001 showed the uk defined benefit
scheme to be fully funded it is anticipated that the next valuation
effective 6 april 2004 will show a signiﬁcant deﬁcit accordingly
the group is planning to further increase the discretionary funding
of this scheme as well as making increased payments to the three
small us schemes such that total cash contributions in respect 
of all deﬁned beneﬁt schemes are anticipated to rise to around
£75m in 2004 following a recent review employee contributions
for the uk deﬁned beneﬁt scheme are to increase from 50 to
75 of pensionable salary from april 2004
although the full implementation of frs17 retirement beneﬁts 
has been deferred pending the introduction of international
accounting standards in 2005 certain disclosures are still required
these disclosures are provided in note 24 c and show that
at 31 december 2003 there were total pension deﬁcits net of
deferred tax of £280m 2002 – £276m had the group adopted
frs17 in 2003 then the charge to the proﬁt and loss account
would have been £41m 2002 – £22m
international accounting standards
work is ongoing to ensure that the group is in a position to make
the transition to international accounting standards with effect
from 1 january 2005whilst detailed modiﬁcations and disclosures
will be required in a number of areas the principal impact to the
group is expected to be the incorporation of the net pension
deﬁcit onto the balance sheet
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 group
the group proﬁt and loss account provides the information 
to reconcile this to operating proﬁt with segmental detail
provided in note 2
• underlying earnings per share – this indicates the overall
performance of the group before the effect of goodwill
amortisation and the disposal of assets and discontinued
operations note 9 reconciles this to basic earnings per share
• 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 report
explains its derivation
going concern
after undertaking a review of the future prospects and funding 
of the group the directors are of the opinion that the group 
has adequate ﬁnancial resources to continue to operate for the
foreseeable future consequently the accounts were prepared 
on a going concern basis 9 board of directors
1 james kerrmuir 
nonexecutive chairman age 63
chairman of davenham group plc and a nonexecutive director 
of yates group plc and gartmore fledgling trust plc he joined the
board in 1996 and was appointed chairman in 2001 he is also
chairman of the remuneration committeethe board considers
james kerrmuir to be independent
2 graham menzies 
group chief executive age 56
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
3 mark rollins 
group finance director age 41
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 45 
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 age 58
joined the board in 2001 and is also a nonexecutive director of
clarkson plc during the year he retired from the boards of bpb plc
and blick plc he is chairman of the audit committee and of the
trustee board of the senior plc pension plan he was appointed the
company’s senior independent director during the year the board
considers martin clark to be independent
6 richard t urner cmg obe 
nonexecutive director age 61
he is a nonexecutive director of corus group plc and was the 
group marketing director of rollsroyce plc before retiring from
that company in june 2003 he joined the board in 1996 and is
chairman of the nominations committee he retires from the
board at the conclusion of the agm on 16 april 2004the board
considers richard turner to be independent
main board
the main board met a total of ten times during the period 
1 january 2003 to 31 december 2003 all the directors attended
the ten board meetings with the exception of richard turner
who attended nine
audit committee
martin clark chairman james kerrmuir richard turner
met three times during the year
remuneration committee
james kerrmuir chairman martin clark richard turner
met twice during the year
nominations committee
richard turner chairman martin clark james kerrmuir
met three times during the year
there was full attendance at every committee of the board 
during the year
member of the audit remuneration and nominations committees 
1 2 3
4 5 6 10 report of the directors
the directors present their report and supplementary reports together with the audited financial statements for the year ended 
31 december 2003
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 2003 are included in the chief executive’s review on pages 3 to 6
acquisitions and disposals
there were no acquisitions or disposals 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 2002 – 065p has already been paid and the directors recommend a ﬁnal dividend of 135p per
share 2002 – 135pthe ﬁnal dividend if approved will be payable on 27 may 2004 to shareholders on the register at the close of business
on 30 april 2004this brings the total dividend for the year to 200p per share 2002 – 200p
share capital
during 2003 2376 shares were allotted in respect of the senior plc savings related share option plan a further 2401 shares were allotted
under the same plan in february 2004 further details concerning share capital are given in note 21 to the accounts
directors
the directors who served during the year and their interests in the shares of the company are included in the report of the directors –
remuneration report on pages 12 to 16 none of the directors has any interest in contracts with the company or its subsidiary undertakings
j r kerrmuir and m rollins retire by rotation and being eligible offer themselves for reelection at the agm j r kerrmuir has no service
agreement with the company and m rollins has a service agreement subject to 12 months’ notice by either party r t turner is to retire from
the board at the conclusion of the agm on 16 april 2004 having served eight years
research and development
in 2003 the group incurred £40m 2002 – £40m on research and development before recoveries from customers of £02m 2002 – £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 £17000 2002 – £45000 principally to local charities serving the
communities in which the group operates 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 16 days 2002 – 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 3 march 2004 the following shareholders had advised holdings in excess of 3 of the issued share capital of the company
schroder investment management limited 33694012 1096
hsbc asset management 16950327 551
axa investment management limited 16284590 530
legal  general investment management limited 15118003 492
deutsche asset management limited 13706031 446
hbos plc 12361671 402
j o hambro capital management group limited 9333953 304
s g asset management 9308520 303
britel fund nominees ltd 9286618 302
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 11
compliance with the hampel code
statements of compliance with the hampel code and on internal controls are set out on page 20
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 12 to 16the report of the directors – remuneration report is to be put to shareholder vote at the annual general meeting 
on 16 april 2004
special business at the annual general meeting
shareholders will see from the notice of meeting that they are asked to consider as special business and if thought fit to pass the
following resolutions
1 authority to allot shares – the companies act 1985 prevents directors from allotting unissued shares without the authority of
shareholders in general meeting resolution 7 will empower the directors to issue the authorised but unissued share capital of the
company up to an aggregate nominal amount of £10200000 representing 102000000 ordinary shares of 10p each and approximately
one third of the total share capital in issue as at 3 march 2004 being a date not more than one month prior to this noticethe directors
have no present intention of exercising this authority other than in connection with the grant of share options
2 disapplication of preemption rights – resolution 8 allows the directors to make issues for cash on a non preemptive basis
amounting to an aggregate nominal amount of £1500000 representing 15000000 ordinary shares of 10p each and approximately 
5 of the total share capital in issue as at 3 march 2004 being a date not more than one month prior to this noticethe resolution 
will also allow the directors to make a rights issue open offer or other preemptive offers without the need to comply with the technical
requirements of the relevant statutory provisions which are problematic particularly with regard to overseas shareholders
if approved the authorities granted by resolutions 7 and 8 will last for five years and shall expire on 16 april 2009
3 authority to purchase its own shares – resolution 9 seeks authority for the company to make market purchases of its own shares for
cancellation up to a maximum of 30700000 shares representing approximately 10 of the issued ordinary share capitalthe directors may
make purchases of the company’s shares if it considers such purchases will result in an increase in earnings per share and are considered
to be in the best interests of shareholders generallythe seeking of this authority should not be taken to imply that shares will be purchased
the directors believe that it is in the best interests of shareholders that the company should have the ﬂexibility to make market purchases
of its own sharesthe number of options to subscribe for equity shares in the company that are outstanding on 3 march 2004 was
19331524 representing 629 of the issued share capital at that time if the full authority to buy back shares is used then such options
will represent 699 of the issued share capital of the company
the authority granted by resolution 9 shall expire at the conclusion of the annual general meeting of the company to be held in 2005 or
if earlier on 16 july 2005 it is intended that the authority granted by resolution 9 will be renewed annually
auditors
on 1 august 2003 deloitte  touche the company’s auditors transferred their business to deloitte  touche llp  a limited liability
partnership incorporated under the limited liability partnership act 2000the company’s consent has been given to treating the
appointment of deloitte  t ouche as extending to deloitte  t ouche llp with effect from 1 august 2003 under the provisions of section 265
of the companies act 1989 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
3 march 2004 12 report of the directors – remuneration report
the remuneration committee is constituted in accordance with the hampel code and consists entirely of nonexecutive directors
j r kerrmuir chairman m clark and r t turner were members of the committee throughout the yearthe 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 senior management subject to ratiﬁcation by the board
during the financial year the committee met twice details of directors’ attendance at these meetings are disclosed on page 9
advisers to the remuneration committee
all advisers to the remuneration committee are appointed and instructed by the committee members during the year the committee was
advised by slaughter and may mercer human resource consulting and 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 who are all independent 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 directors
the nonexecutive directors do not participate in any discussion or decisions relating to their own remuneration
before recommending proposals for board approval the remuneration committee ordinarily seeks advice from external remuneration
consultants to ensure it is fully aware of comparative external remuneration practice as well as legislative and regulatory developments
however the services of remuneration consultants were not used in determining the 2004 salaries as the base salaries of the executive
directors are to remain the same as the 2003 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 director 
to mitigate his loss in the event of termination
the nonexecutive directors do not have service agreements with the company j r kerrmuir was appointed chairman under an initial
ﬁxed three year contract from 11 may 2001 terminable upon 12 months’ notice on or after the third anniversary m clark was appointed
with effect from 1 february 2001 for an initial three year term which has been renewed for a further three year term with effect from 
1 february 2004 r t turner is to retire from the board at the conclusion of the agm on 16 april 2004
with prior approval of the board executive directors may hold external nonexecutive directorships and retain any fees paid for 
these appointments at the yearend no executive director held such a position
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 all the senior managers of the group representing
approximately 180 employees 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 has agreed to freeze their base salaries or fees for 2004
c annual performance bonus scheme
under the performance bonus scheme bonuses of between 0 and 100 2002 – 0 and 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 for 2002 and 2003 of the maximum possible awards together with details
of the bonuses paid to g r menzies and m rollins as a percentage of their respective salaries
cash ﬂow target earnings per share target
internal y ear on year
interim full year target growth total

maximum possible award for 2002 and 2003 10 15 45 30 100
2002 bonus paid 10 15 – – 25
2003 bonus paid 10 15 2 – 27
2004 maximum possible award 6 9 20 25 60 13
as 2003 was the ﬁrst full year in which m sheppard served 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 2003 he earned a bonus 
of 238 of salary 2002 – 610 consisting of 184 for divisional performance and 54 for group performance
the scheme in place for 2004 is largely unchanged from the 2003 scheme however given the signiﬁcant reduction in the company’s net
debt levels over recent years the targets for 2004 have been amended to increase the focus on the rebuilding of earnings in addition
the maximum payout levels under the scheme have been reduced from 100 to 60 of basic salary as shown in the table above
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 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 monthswhere 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
ii long term incentive plan
following approval by shareholders at the annual general meeting in may 1996 the long term 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 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
if the performance requirement is not achieved by 30 october 2005 the award shall lapsethe company currently anticipates that no shares 
will be distributed under this award 14 report of the directors – remuneration report continued
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
e retirement beneﬁts
g r menzies’ and m rollins’ pension arrangements are provided by the group plan and are based upon their pensionable salaries up to the
inland revenue “cap” m sheppard participates in a deﬁned beneﬁt plan and a deﬁned contribution plan both of which are made available 
to the group’s us employees his base salary is pensionable up to a “cap” of 200000 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
aggregate remuneration 2003 2002
£000’s £000’s
emoluments 1023 881
gains on exercise of share options and incentives see below – –
money purchase pension contributions 10 3
t otal 1033 884
directors’ emoluments salary or bonus taxable 2003 2002
fees beneﬁts t otal t otal
£000’s £000’s £000’s £000’s £000’s
executive
g r menzies 314 85 16 415 408
m rollins 185 50 13 248 238
m sheppard 174 41 14 229 104
nonexecutive
j r kerrmuir 72–– 72 72
m clark 34–– 34 34
r t t urner 25–– 25 25
804 176 43 1023 881
bonuses as shown above are payable to g r menzies m rollins and m sheppard under the annual performance bonus scheme
the comparative for m sheppard covers the period from appointment on 1 september 2002
the above ﬁgures for emoluments do not include any amount for the value of share options or awards granted to or held by directors
directors’ interests
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
2003 2002
g r menzies 500000 500000
m rollins 100000 100000
m sheppard – –
j r kerrmuir 120819 120819
m clark 20000 20000
r t t urner 36900 36900
no change in any of the directors’ share interests occurred during the period 31 december 2003 to 3 march 2004 15
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 311202 2003 2003 2003 2003 2003 311203 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 310506
long term incentive plan – performance awards
311001 270000 ––––– 270000 – 301005
m rollins
1999 executive 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 310504
long term 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 310504
long term incentive plan – performance awards
311001 180000 ––––– 180000 – 301005
details of the 1999 executive share option plan and the long term incentive plan may be found on page 13
options granted from 1999 onwards and awards under the long term 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 all of which were unexercisable at 31 december 2003 was £304414 2002 – £nil
representing options held by g r menzies £152117 m rollins £77735 and m sheppard £74562the net value of unexercised options
is the positive difference between the closing middle market price of the company’s shares at the yearend 3800p per share and the
exercise price of the options it does not take into account the likelihood of the performance targets being met
inclusive of the above long term incentive plan awards to directors at 31 december 2003 870716 ordinary shares 2002 – 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 2003 was £331000 2002 – £209000the 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
the middle market price of the shares at 31 december 2003 was 3800p 2002 – 2400p during 2003 the shares traded in the range of
2100p to 4500p 16 report of the directors – remuneration report continued
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 311203 period period at 311203 at 311202
a b c d e f g
£000’s £000’s £000’s £000’s £000’s £000’s £000’s
g r menzies 3 3 12 45 59 195 129
m rollins 3 3 12 16 24 91 62
m sheppard 32 2648 42 38
t otal 9 8 50 65 91 328 229
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 2002 and 31 december 2003 have been calculated in accordance with version 15 of guidance note
gn11 issued by the actuarial profession
3the 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 last year for m sheppard were overstated his beneﬁts have now been clariﬁed and restated above
7the ﬁgures quoted above for m sheppard include the deﬁned beneﬁt element of his pension only in addition he has a deﬁned contribution
arrangement to which the company paid 17000 during the year
shareholder approval for the remuneration report
the company is proposing an ordinary resolution to its shareholders approving this remuneration report
james kerrmuir
chairman of the remuneration committee
for and on behalf of senior plc
3 march 2004
180
1999 2000 2001 2002 2003
160
140
120
100
80
60
40
20
0
ftse em tsr
senior tsr
this graph compares the total shareholder return of 
the company’s shares against the ftse engineering and
machinery 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 17 report of the directors – ethical social health safety and
environmental report
principles
the policy of the company 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 company 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 company’s operations around the world the “group” must meet their legal and regulatory obligations
goals
a ethical operations
applications for employment by disabled persons are encouraged bearing in mind the respective aptitudes skills and abilities of the
applicant concerned and the requirements of the position in the event of employees becoming disabled the group’s aim is to ensure
continued employment with appropriate training being arranged if required it is the policy of the group to maintain wherever feasible
the training career development and promotion of disabled persons
group policy is that employmentrelated decisions are based on relevant aptitudes skills and abilities and promotes a policy of equal
opportunity in employment without unlawful consideration of sex sexual orientation 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 world during the year the board implemented a revised
whistle blowing policy
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 group operation aims to recognise and respond constructively to any
community concerns about the health safety and environmental aspects of its operations each operation within the group strives to offer 
a competitive remuneration package to its employees
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 obligationsthe 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
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 emissionsthe 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 aims to
provide resources in terms of people training plant and equipment to meet applicable environmental obligationsthe group’s operations
strive to improve environmental protection through among other things the use of internal assessments and regular reports on performance
operations which represent almost a quarter of the group’s turnover have already obtained iso14001 the international environmental
accreditation 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
organisation and responsibilities
operating in an ethical and socially aware manner which preserves health safety and the environment is a mainstream management responsibility
executive and line managers at all levels within the group are directly responsible through the normal management structure for these
matters in the speciﬁc operations under their control all the group’s employees have a responsibility to act in an ethical and socially aware
manner to take reasonable care of themselves and others while at work and to participate positively in the task of preserving workplace
health and safety and the environment each operation is expected to adopt policies in keeping with these principles and goals which also describe the local organisation and
arrangements for putting them into practice each operation also has a person appointed to this task who is responsible to the general
manager of the operation for the implementation of these principles and goals
ethical social health safety and environmental factors can represent risks to the group’s short and 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 governance reportthe risk management process adopted includes procedures for monitoring
and veriﬁcation of matters reported
• other important ethical social health safety and environmental matters are reported to the group executive and the group board 
by the group’s divisional directors on a regular basis as part of their reports on operational matters
the group chief executive heads the ethical social health safety and environmental function of the board
18 report of the directors – ethical social health safety and
environmental report continued
report of the directors – corporate governance report
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 hampel code of corporate governance and whether or not it has complied with the hampel code provisions
in july 2003 the financial reporting council issued a new combined code known as the frc code in response to the higgs review 
on nonexecutive directors and the smith review on audit committeesthe company complies with the majority of its provisions although
the board is not required to report on their compliance with the frc code until they report to shareholders in respect of the ﬁnancial year
ending 31 december 2004
application of the principles
the principles of good corporate governance are detailed in the hampel code under four areas which have each been reviewed by the
directors and then commented upon below
a directors
the directors consider that there is in place an effective board which leads and controls the group with clear divisions of responsibility
between running the board and running the group’s business
the board is structured under a nonexecutive independent 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 group chief executive which includes along with the executive
directors other key executives within the group brief details of the board are included on page 9
the board meets formally on a regular basis ten times in 2003 and in addition there were three meetings of the audit committee in 2003
together with two meetings of the remuneration committee and three 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 composition of the committee which consists entirely 
of independent nonexecutive directors is shown on page 9 and its terms of reference may be found on the company’s website 19
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 candidates from which the committee
presents its recommendation to the board
during the year the board formalised a process to evaluate its own performance and that of its committees and individual directors
the performance evaluation process will commence in 2004 the results of which will be used to improve board performance and
determine the training needs of the directors
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 12 to 16 describes how the board has applied itself to remuneration matters
c 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 2003 james kerrmuir the company’s nonexecutive chairman 
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 the newly appointed senior independent director is available
to attend shareholder meetings if this is requested by shareholders so providing an alternative channel of communication between the
company and its shareholders
the company also 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 2003 agm were passed unanimously on a show of hands details of the proxy voting received by the company for the
2003 agm are set out in the table below
proxy voting for the 2003 agm
resolution for against discretionary abstentions t otal
votes votes votes votes votes
1 to adopt report  accounts 164223970 19143 174561 10800 164428474
2 to approve remuneration report 119100863 39831069 190082 5306460 164428474
3 to declare a dividend 160066342 33303 177361 4151468 164428474
4 to reelect m clark as a director 164103028 94927 217719 12800 164428474
5 to reelect g r menzies as a director 164129795 60531 219932 18216 164428474
6 to elect m sheppard as a director 164106666 67156 241452 13200 164428474
7 to elect r t turner as a director 155261974 90013 223137 8853350 164428474
8 to reappoint deloitte  touche as auditors 159967620 70009 207126 4183719 164428474
9 authority to allot shares 164025842 140652 211489 50491 164428474
10 disapplication of preemption rights 164055939 139009 217226 16300 164428474
11 authority to buy back shares 161413931 406922 203189 2404432 164428474
the majority of the votes cast against resolution 2 were received from a small number of institutional shareholdersthe company was
advised that their vote was cast due to the shareholders’ desire for greater disclosure in the remuneration report of the maximum possible
awards that may be granted to executive directors under the company’s share schemes and the performance targets for the executive share
option scheme and long term incentive plan being earnings per share rather than total shareholder return basedthis year’s remuneration
report contains greater detail relating to the maximum possible awards for options granted in future the remuneration committee will take
into account shareholders’ views on performance targets and retesting
the total number of proxy votes received for the 2003 agm represented approximately 535 of the issued share capital of the company
the company is supportive of initiatives to promote greater shareholder participation and for the 2004 agm will be offering 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
d accountability and audit
financial reporting
the board believes that the annual report properly presents a balanced and understandable assessment of the group’s position and prospects there is an independent internal audit function which includes a cyclical programme of visits to all group operationsthe group internal
audit function also coordinates semiannual financial integrity declarations and selfassessment questionnaires 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 external auditorsthe committee 
also reviews the level and type of nonaudit work carried out by the company’s external auditors in 2003 £05m was paid in fees to the
external auditors relating to nonaudit work principally for advice on tax compliance £03m and taxation consulting services £02m
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 moneythe composition of the audit committee which consists entirely 
of nonexecutive directors is detailed on page 9
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
compliance statement
the company has throughout the year consistently applied the principles of good governance and code of best practice which together
comprise the hampel code appended to the listing rules of the financial services authority prior to the publication of the frc code during
the year the board did not consider the appointment of a senior independent director to be beneﬁcial to the operation of the company’s
relatively small board however with the increased responsibilities attaching to the role of the senior independent director and developments
in the corporate governance ﬁeld the company in december 2003 appointed a senior nonexecutive director as required by code
provision a21 and so now fully complies with all the detailed provisions in section 1 of the hampel 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
20 report of the directors – corporate governance report continued we have audited the ﬁnancial statements of senior plc for the year ended 31 december 2003 which comprise the proﬁt and loss account
the balance sheets the cash ﬂow statement the statement of total recognised gains and losses related notes 1 to 25 and the schedule of
principal group 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 seven provisions of the combined
code specified for our review by the listing rules of the financial services authority and we report if it does 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 2003 and 
of the proﬁt 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 
3 march 2004
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
21 independent auditors’ report to the members of senior plc 22 group proﬁt and loss account
for the year ended 31 december notes 2003 2002
£m £m
t urnover
continuing operations 3549 3987
discontinued operations – 57
2 3 3549 4044
operating proﬁt 
continuing operations before amortisation of goodwill 176 234
amortisation of goodwill 54 58
total continuing operations 122 176
discontinued operations – –
2 3 122 176
proﬁtloss on sale of ﬁxed assets – continuing operations 04 05
loss on disposal of discontinued operations 25 – 35
proﬁt on ordinary activities before interest and taxation 126 136
other interest receivable and similar income 12 11
interest payable and similar charges 4 61 77
proﬁt on ordinary activities before taxation 5 77 70
tax on proﬁt on ordinary activities 7 19 31
proﬁt for the ﬁnancial year 22 58 39
dividends 8 22 61 61
loss for the year 03 22
earnings per share
basic 9 189p 129p
diluted 9 188p 129p
underlying 9 352p 447p
dividends per share 8 200p 200p
the notes to the accounts on pages 25 to 45 together with page 47 form part of these accounts 23 balance sheets
at 31 december notes group group company company
2003 2002 2003 2002
£m £m £m £m
fixed assets
intangible assets – goodwill 11 767 858 – –
tangible assets 12 791 897 02 02
investments 13 03 02 4271 4412
1561 1757 4273 4414
current assets
stocks 14 401 463 – –
debtors amounts falling due after more than one year 15 25 24 44 41
debtors amounts falling due within one year 15 669 738 14 19
cash at bank and in hand 116 96 15 25
1211 1321 73 85
creditors amounts falling due within one year 16 790 863 204 217
net current assetsliabilities 421 458 131 132
total assets less current liabilities 1982 2215 4142 4282
creditors amounts falling due after more than one year 17 734 975 2906 3040
provisions for liabilities and charges 20 27 27 03 02
net assets 1221 1213 1233 1240
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 22 702 694 53 60
equity shareholders’ funds 22 1221 1213 1233 1240
approved by the board on 3 march 2004
j r kerrmuir director
m rollins director
group statement of total recognised gains and losses
for the year ended 31 december 2003 2002
£m £m
proﬁt for the ﬁnancial year 58 39
currency translation differences on overseas net investments including goodwill 05 23
tax beneﬁts on foreign exchange losses 06 07
total recognised gains and losses relating to the year 69 23
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 24 group cash flow statement
for the year ended 31 december notes 2003 2003 2002 2002
£m £m £m £m
net cash inﬂow from operating activities 10 a 329 439
returns on investments and servicing of ﬁnance
interest received 12 06
interest paid 62 79
net cash outﬂow from returns on investments and servicing of ﬁnance 50 73
taxation
uk corporation tax recovered – 01
net overseas tax paidrecovered 08 02
net cash outﬂowinﬂow from taxation 08 03
capital expenditure and ﬁnancial investments
purchase of tangible ﬁxed assets 80 116
sale of property plant and equipment 11 14
net cash outﬂow from capital expenditure and ﬁnancial investments 69 102
acquisitions and disposals
purchase of subsidiary undertakings – deferred consideration 03 06
sale of subsidiary undertakings 07 28
net cash inﬂow from acquisitions and disposals 04 22
dividends paid on ordinary shares 61 25
net cash inﬂow before ﬁnancing 145 264
financing
new loans initiated by group 184 52
repayment of existing loans 335 375
cash inﬂow on forward exchange contracts 45 02
106 321
increasedecrease in cash in the period 10 b 39 57
the notes to the accounts on pages 25 to 45 together with page 47 form part of these accounts 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 also include the transitional requirements 
of financial reporting standard no17 “retirement beneﬁts”
basis of consolidation 
the group accounts consolidate the accounts of senior plc and 
all its subsidiary undertakings including those shown on page 47
drawn up to 31 december 2003the 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 goodwill arising
on the acquisition of associated undertakings is accounted for in
accordance with the policy set out above
in the company’s accounts investments in subsidiary undertakings
are stated at cost plus loans to such undertakings less amounts
written off for impairment dividends receivable are credited to the
company’s profit and loss account when declared
the company’s investment in own shares is held by the employee
beneﬁt trust for the purpose of funding certain of the company’s
long term incentive plan liabilitiesthe trustee purchases the
company’s ordinary shares in the open market using funds provided
by the companythe company amortises the cost of the shares
over the life of the incentives if the liabilities are no longer expected
to crystallise then the shares are revalued to market value
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
debtorsamounts 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 26 notes to the accounts 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
provision is made for deferred tax in accordance with financial
reporting standard no19 “deferred t ax” in respect of timing
differences on a nondiscounted basis
pension and other postretirement beneﬁt costs
pension and other postretirement beneﬁt principally us healthcare
costs are charged against profit in a systematic manner over the
average service lives of the employees in each plan
total costs comprise
• the regular cost that is the consistent ongoing cost calculated 
as a level percentage of the current and expected future payroll 
of members in each plan
• variations from the regular cost arising from scheme surpluses 
or deﬁcits allocated over the expected remaining service lives 
of the employees in each plan
any differences between the amounts charged in the profit and
loss account and the amounts payable to the plans for the year 
are recorded as provisions or prepayments as appropriate
in accordance with financial reporting standard no17 “retirement
beneﬁts” the accounts include the transitional disclosures required
ahead of full implementation of the frsthese disclosures are shown
in note 24
research and development
costs are charged against revenue in the year in which they are incurred
government grants
government grants are recognised in the proﬁt and loss account 
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 yearend y earend
rates rates rates rates
2003 2002 2003 2002
us dollar 164 150 179 161
euro 145 159 142 153
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 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 2002
discontinued operations reﬂect the turnover and operating results of senior flexonics bredan as bhc as senior flexonics polska spólka
zoo and the uk expansion joints division of senior uk limited all of which were sold during 2002
a by class of business t urnover turnover operating operating net net
proﬁt proﬁt assets assets
2003 2002 2003 2002 2003 2002
£m £m £m £m £m £m
aerospace 1438 1646 38 40 1149 1284
automotive 1296 1484 67 114 469 436
specialised industrial 820 861 17 22 352 392
t otal 3554 3991 122 176 1970 2112
intersegment sales 05 04 – – – –
total continuing operations 3549 3987 122 176 1970 2112
discontinued operations – 57 – – 26 33
3549 4044 122 176 1944 2079
operating profits shown above are stated after charging £13m 2002 – £13m of reorganisation and restructuring costs and £54m 
2002 – £58m of goodwill amortisationthese are attributed to the segments as follows
reorganisation 
and restructuring goodwill amortisation
2003 2002 2003 2002
£m £m £m £m
aerospace 07 08 35 36
automotive 05 04 07 09
specialised industrial 01 01 12 13
total continuing operations 13 13 54 58
discontinued operations – – – –
13 13 54 58
b by geographical turnover by turnover by t urnover turnover operating operating net assets net assets
market destination destination by origin by origin proﬁt by proﬁt by
origin origin
2003 2002 2003 2002 2003 2002 2003 2002
£m £m £m £m £m £m £m £m
north america 1894 2372 1985 2525 108 158 965 1197
united kingdom 550 542 677 680 03 17 578 617
rest of europe 962 919 760 684 05 17 352 246
rest of world 204 229 188 173 12 18 75 52
t otal 3610 4062 3610 4062 122 176 1970 2112
intersegment sales 61 75 61 75 – – – –
total continuing operations 3549 3987 3549 3987 122 176 1970 2112
discontinued operations – 57 – 57 – – 26 33
3549 4044 3549 4044 122 176 1944 2079 28 notes to the accounts continued
2 segment information continued
operating profits shown above are stated after charging £13m 2002 – £13m of reorganisation and restructuring costs and £54m 
2002 – £58m of goodwill amortisationthese are attributed to the segments as follows
reorganisation 
and restructuring goodwill amortisation
2003 2002 2003 2002
£m £m £m £m
north america 07 05 27 29
united kingdom 03 02 24 24
rest of europe 03 06 01 01
rest of world – – 02 04
total continuing operations 13 13 54 58
discontinued operations – – – –
13 13 54 58
c net assets reconciliation 2003 2002
£m £m
net assets as above 1944 2079
unallocated liabilitiesassets net 81 08
net borrowings 642 874
net assets per balance sheet 1221 1213
3 operating proﬁt
continuing discontinued t otal continuing discontinued t otal
2003 2003 2003 2002 2002 2002
£m £m £m £m £m £m
turnover 3549 – 3549 3987 57 4044
cost of sales 2760 – 2760 3108 42 3150
gross proﬁt 789 – 789 879 15 894
distribution costs 47 – 47 43 01 44
administrative expenses 620 – 620 660 14 674
operating proﬁt 122 – 122 176 – 176
4 interest payable
interest payable comprises
2003 2002
£m £m
bank loans and overdrafts 12 22
all other loans 49 55
61 77 29
5 proﬁt on ordinary activities before taxation
proﬁt on ordinary activities before taxation is stated after chargingcrediting
2003 2002
£m £m
depreciation – continuing operations 161 175
– discontinued operations – 03
operating lease rentals – on land and buildings 34 34
– on plant and equipment 10 09
auditors’ remuneration 04 04
grant income 12 08
reorganisation and restructuring costs 13 13
in the prior year the reorganisation and restructuring costs were presented on the group proﬁt and loss account due to the size of the 
2001 comparative
amounts incurred on research and development during the year amounted to £40m 2002 – £40m before recoveries from customers 
of £02m 2002 – £02m
fees payable to deloitte for nonaudit services amounted to £05m 2002 – £03mthese fees relate to taxation compliance £03m 
and taxation consulting services £02m
audit fees include £01m 2002 – £01m payable in respect of the company
6 employee costs
particulars of employees including directors are shown below
2003 2002
£m £m
wages and salaries 1126 1245
social security and other costs 141 142
pension costs – deﬁned beneﬁt schemes 30 27
pension costs – deﬁned contribution schemes 27 33
1324 1447
the average monthly number of persons employed by the group during the year was as follows
2003 2002
number number
production 4262 4551
distribution 61 55
sales 378 404
administration 448 494
5149 5504
disclosure on directors’ remuneration share options longterm 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 12 to 16 within the report of the
directors – remuneration report and form part of these audited ﬁnancial statements 30 notes to the accounts continued
7 tax on proﬁt on ordinary activities 
the group tax charge comprises
2003 2002
£m £m
current tax
uk corporation tax at 30 2002 – 30 02 03
overseas taxation 26 39
adjustments in respect of prior years 04 01
total current tax charge 20 35
deferred tax
origination and reversal of timing differences 01 04
adjustments in respect of prior years 02 –
total deferred tax credit 01 04
19 31
in neither year is the tax charge affected by the exceptional items in relation to the proﬁtloss on sale of ﬁxed assets or the loss on disposal 
of discontinued operations
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
2003 2002
£m £m
proﬁt on ordinary activities before taxation 77 70
adjust
amortisation of goodwill 54 58
proﬁtloss arising on sale of ﬁxed assets 04 05
loss on disposal of discontinued operations – 35
proﬁt on ordinary activities as adjusted 127 168
tax at uk corporation tax rate of 30 2002 – 30 38 50
tax deductible goodwill amortisation in overseas subsidiaries 06 06
unrelieved tax losses 10 07
permanent disallowables 05 04
other timing differences originatingreversing 05 10
net effect of different rates of tax on overseas earnings 28 29
adjustments to current tax charge in respect of prior periods 04 01
current tax charge 20 35
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 £81m has not been recognised in respect of certain of these losses as based on detailed budgets it is not anticipated that taxable 
proﬁts will arise in the subsidiary undertakings concerned within the immediate future
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 as the directors have 
no intention to remit the retained earnings of overseas subsidiaries to the uk in the foreseeable future 31
8 dividends 
rates rates 2003 2002
per share per share
2003 2002 £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 yearthis category has a dilutive effect 
of 24m shares 2002 – 03m shares
the provision of an underlying earnings per share has been included to identify the performance of operations before amortisation of goodwill
proﬁt or loss on sale of ﬁxed assets and loss on disposal of discontinued operations
earnings earnings earnings earnings
per share per share
2003 2002 2003 2002
pence pence £m £m
basic proﬁt on ordinary activities after taxation 189 129 58 39
adjust
amortisation of goodwill 177 188 54 58
proﬁtloss arising on sale of ﬁxed assets 014 016 04 05
loss on disposal of discontinued operations – 114 – 35
underlying earnings 352 447 108 137
weighted average number of shares – basic 3065m 3065m
– diluted 3089m 3068m
– underlying 3065m 3065m
earnings per share – basic 189p 129p
– diluted 188p 129p
– underlying 352p 447p
10 group cash flow statement
a reconciliation of operating proﬁt to net cash inﬂow from operating activities 2003 2002
£m £m
group operating proﬁt 122 176
depreciation of tangible ﬁxed assets 161 178
amortisation of goodwill 54 58
decrease in stocks 62 39
decrease in debtors 57 32
decrease in creditors 104 11
working capital currency variations 23 33
net cash inﬂow from operating activities 329 439
the net cash inﬂow from operating activities includes an inﬂow of £nil 2002 – £01m inﬂow in respect of discontinued activities 32 notes to the accounts continued
10 group cash flow statement continued
b reconciliation of net cash ﬂow to movement in net debt 2003 2002
£m £m
increasedecrease in cash in the period 39 57
decrease in loans 151 323
net cash inﬂow on forward contracts 45 02
change in net debt resulting from cash ﬂows 145 264
non cash items – 15
currency variations on net borrowings 87 104
movement in net debt in the period 232 353
net debt at 1 january 874 1227
net debt at 31 december note 10c 642 874
c analysis of net debt at cash ﬂow non exchange at
1 january cash movement 31 december
2003 items 2003
£m £m £m £m £m
cash 96 20 – – 116
overdrafts 20 19 – – 01
76 39 – – 115
debt due within one year 24 05 30 01 58
debt due after one year 946 153 30 51 712
finance leases 21 03 – 02 20
forward exchange contract gains 41 45 – 37 33
t otal 874 145 – 87 642
debt due within one year shown above includes shortterm bank borrowings of £30m 2002 – £nil
the forward exchange contract gains are included with prepayments and accrued income falling due within one year
11 intangible fixed assets – goodwill
movements in the year group group
2003 2002
£m £m
cost
at 1 january 1088 1194
disposals – 18
currency variations 46 88
at 31 december 1042 1088
amortisation
at 1 january 230 210
charge for the year – underlying 54 58
disposals – 04
currency variations 09 34
at 31 december 275 230
net book value
at 31 december 767 858 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 2003
– cost 402 01 12 1794 2209 04
– valuation 10––– 10 –
additions 06 – – 74 80 01
disposals 03 – – 73 76 –
currency variations 10 – 01 63 74 –
at 31 december 2003 405 01 11 1732 2149 05
cost 395 01 11 1732 2139 –
professional valuation see c below – 198810––– 10 –
at 31 december 2003 405 01 11 1732 2149 –
depreciation
at 1 january 2003 75 – 07 1240 1322 02
charge for the year 11 – 01 149 161 01
disposals 01 – – 68 69 –
currency variations 01 – 01 54 56 –
at 31 december 2003 84 – 07 1267 1358 03
net book value
at 31 december 2003 321 01 04 465 791 02
at 31 december 2002 337 01 05 554 897 02
the depreciable amount included in freehold land and buildings at 31 december 2003 amounted to £371m 2002 – £379m
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 £27m 2002 – £27m in respect of assets held under ﬁnance leasesthe related depreciation
charge was £01m 2002 – £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
2003 2002
£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 34 notes to the accounts continued
13 fixed asset investments
a investments group group company company
2003 2002 2003 2002
£m £m £m £m
shares at cost less amounts written off – – 03 03
loans due from subsidiary undertakings – – 3965 4107
capital contributions to subsidiary undertaking – – 300 300
investment in own shares held by the employee beneﬁt t rust 03 02 03 02
03 02 4271 4412
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 2003 4410
decrease in loans to subsidiary undertakings 142
at 31 december 2003 4268
c movements in investment in own shares held by the employee beneﬁt trust in the year group company
£m £m
at 1 january 2003 02 02
revaluation 01 01
at 31 december 2003 03 03
the shares held have been revalued to market value during the year as it is no longer expected that the performance conditions required for 
their release will be met further information on the number and market value of shares held is included in the report of the directors –
remuneration report on pages 12 to 16
14 stocks
group group
2003 2002
£m £m
raw materials and consumables 173 194
workinprogress 153 180
finished goods and goods for resale 75 89
401 463
the estimated replacement cost of stocks is not materially different from historical cost 35
15 debtors
group group company company
2003 2002 2003 2002
£m £m £m £m
amounts falling due within one year
trade debtors 513 573 – –
amounts recoverable on contracts 49 36 – –
due from subsidiary undertakings – – 06 07
current tax recoverable 13 07 – –
value added tax 09 16 – –
other debtors 04 13 03 07
prepayments and accrued income 81 93 05 05
669 738 14 19
amounts falling due after more than one year
trade debtors 02 02 – –
other debtors 08 07 – –
pension costs note 24 15 15 44 41
25 24 44 41
total debtors 694 762 58 60
16 creditors amounts falling due within one year
group group company company
2003 2002 2003 2002
£m £m £m £m
bank overdrafts 01 20 77 92
shortterm bank loans note 18 30 – – –
current portion of longterm loans note 18 28 24 28 24
obligations under ﬁnance leases note 18 03 02 – –
trade creditors 294 337 02 02
current tax payable 60 44 21 15
social security and paye 46 41 01 –
value added tax 03 04 01 –
proposed dividend 41 41 41 41
other creditors and accruals 284 350 33 43
790 863 204 217
bank overdrafts are stated net of certain cash balances in accordance with the group’s banking arrangements
17 creditors amounts falling due after more than one year
group group company company
2003 2002 2003 2002
£m £m £m £m
loans note 18 712 946 707 870
loans due to subsidiary undertakings – – 2199 2170
obligations under ﬁnance leases note 18 17 19 – –
other creditors 05 10 – –
734 975 2906 3040
loans comprise
revolving credit facility note 23c 148 318 148 242
other loans 05 – – –
less – current portion – 24 – 24
153 294 148 218
857 private placement loan – 2004 note 23d 28 31 28 31
875 private placement loans – 2007 note 23d 140 155 140 155
652 private placement loans – 2008 note 23d 419 466 419 466
less – current portion 28 – 28 –
559 652 559 652
total loans falling due after more than one year 712 946 707 870 36 notes to the accounts continued
18 maturity proﬁle of gross indebtedness
group group company company
2003 2002 2003 2002
£m £m £m £m
borrowings are repayable as follows
in one year or less or on demand
– bank overdrafts 01 20 77 92
– bank loans 30 24 – 24
– other loans 28 – 28 –
in more than one year but not more than two years
– bank loans – 294 – 218
– other loans – 31 – 31
in more than two years but not more than ﬁve years
– bank loans 148 – 148 –
– other loans 559 155 559 155
in more than ﬁve years
– other loans 05 466 – 466
total borrowings 771 990 812 986
obligations under ﬁnance leases are repayable as follows
– in one year or less 03 02 – –
– in more than one year but not more than two years 03 02 – –
– in more than two years but not more than ﬁve years 04 06 – –
– in more than ﬁve years 10 11 – –
total obligations under ﬁnance leases 20 21 – –
total gross indebtedness 791 1011 812 986
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 7 and 8 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 £770m 2002 – £970m overdrafts £01m 2002 – £20m and finance leases 
£20m 2002 – £21m together with other noninterest bearing liabilities largely deferred consideration on past acquisitions is repayable 
over the following periods
repayable period gross other t otal gross other t otal
debt debt
2003 2003 2003 2002 2002 2002
£m £m £m £m £m £m
in one year or less or on demand 62 – 62 46 – 46
in more than one year but 
not more than two years 03 04 07 327 07 334
in more than two years but 
not more than ﬁve years 711 01 712 161 03 164
in more than ﬁve years 15 – 15 477 – 477
gross ﬁnancial liabilities 791 05 796 1011 10 1021
the group had the following undrawn borrowing facilities at 31 december
2003 2002
£m £m
committed
expiring in one year or less – 119
expiring in more than one year but not more than two years – 513
expiring in more than two years but not more than ﬁve years 452 –
uncommitted 136 165
total unused facilities 588 797 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 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
at 31 december 2002 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 40 40 ––––
us dollar 724 66 652 06 753 56
euro 228 88 136 04 433 05
other 29 29 ––––
1021 223 788 10
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 15 years 2002 – 17 years 
and euro 20 years 2002 – 24 years
b the group’s ﬁnancial assets including cash at hand and in bank £116m 2002 – £96m 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
2003 2003 2003 2002 2002 2002
£m £m £m £m £m £m
sterling 17 13 04 16 12 04
us dollar 26 21 05 32 26 06
euro 60 59 01 23 22 01
other 23 23 – 36 36 –
126 116 10 107 96 11
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 2002 – 23 years us dollar 
98 years 2002 – 102 years euro 21 years 2002 – 25 years and other currencies nil years 2002 – nil years
iii fair values of ﬁnancial assets and liabilities book value fair value book value fair value
2003 2003 2002 2002
£m £m £m £m
cash at bank 116 116 96 96
debtors due in more than one year 10 10 09 09
other assets –– 02 02
gross ﬁnancial assets 126 126 107 107
gross debt 791 824 1011 1046
other creditors due in more than one year 05 05 10 10
gross ﬁnancial liabilities 796 829 1021 1056
interest rate lock and rate swaps – 11 – 14
forward foreign exchange contracts 41 46 49 52 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 7 and 8 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
2003 2003 2003 2002 2002 2002
£m £m £m £m £m £m
unrecognised gainslosses on hedges at 1 january 03 14 11 – 25 25
gainslosses arising in previous years that were 
recognised in current year 03 03 – – 12 12
gainslosses arising in previous years that were 
not recognised in current year – 11 11 – 13 13
gainslosses arising in the current year that were 
not recognised 05 – 05 03 01 02
unrecognised gainslosses on hedges at 31 december 05 11 06 03 14 11
of which
amount expected to be recognised within one year 05 03 02 03 03 –
amount expected to be recognised after one year – 08 08 – 11 11
as explained in the finance director’s review on pages 7 and 8 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
2003 2002 2003 2002
£m £m £m £m
deferred tax 10 11 03 02
pension and other postretirement beneﬁt costs note 24 17 16 – –
27 27 03 02
the movement in pension and other postretirement beneﬁt costs represents a charge to the proﬁt and loss account
analysis of deferred tax provided is as follows
group group company company
provided provided provided provided
2003 2002 2003 2002
£m £m £m £m
accelerated capital allowances 03 04 – –
timing differences related to pension costs 13 12 13 12
shortterm timing differences 11 10 01 02
tax losses carried forward 17 15 09 08
net deferred tax liability 10 11 03 02
movement in deferred tax liability group company
£m £m
at 1 january 2003 11 02
chargecredit to proﬁt and loss account – uk 01 01
– overseas 02 –
at 31 december 2003 10 03 39
21 share capital
2003 2002
£m £m
authorised
5000m 10p ordinary shares 2002 – 5000m 500 500
issued
3074m 10p ordinary shares – fully paid 2002 – 3074m 307 307
1999 executive share option plan
no options granted under the 1999 executive share option plan were exercised during the yearat 31 december 2003 there were outstanding
date of grant subscription normal exercise executive granted lapsed exercised executive
price period options options
2002 2003 2003 2003 2003
13 may 1999 15435p 3 years to 12 may 2005 596764 – – – 596764
5 april 2000 8250p 3 years to 4 april 2006 227272 – – – 227272
13 september 2000 5417p 3 years to 12 september 2006 3497063 – 128704 – 3368359
10 october 2000 5333p 3 years to 9 october 2006 142426 – – – 142426
23 march 2001 5258p 3 years to 22 march 2007 425000 – – – 425000
11 april 2001 5258p 3 years to 10 april 2007 105000 – – – 105000
31 october 2001 3000p 3 years to 30 october 2007 755000 – – – 755000
12 march 2003 2308p 3 years to 11 march 2009 – 7450783 – – 7450783
5748525 7450783 128704 – 13070604
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
2376 shares were allotted in respect of options granted under the savings related share option plan during the year a further 2401 
shares were allotted under the share plan in february 2004 but these are not included in the table below at 31 december 2003 there 
were outstanding
date of grant subscription normal exercise sharesave granted lapsed exercised sharesave
price period options options
2002 2003 2003 2003 2003
22 november 1996 9600p 6 months to 31 july 2002 3593 – 3593 – –
3 october 1997 12950p 6 months to 31 may 2003 91680 – 91680 – –
6 october 1998 11400p 6 months to 31 may 2004 142704 – 21363 – 121341
1 october 1999 9150p 6 months to 31 may 2003 159338 – 159338 – –
1 october 1999 9150p 6 months to 31 may 2005 78550 – 7005 – 71545
6 october 2000 4350p 6 months to 31 may 2004 988701 – 249458 – 739243
6 october 2000 4350p 6 months to 31 may 2006 331279 – 103185 – 228094
9 october 2001 4200p 6 months to 31 may 2005 1087385 – 193744 – 893641
9 october 2001 4200p 6 months to 31 may 2007 525175 – 96904 – 428271
6 september 2002 2525p 6 months to 31 may 2006 3096098 – 453325 – 2642773
6 september 2002 2525p 6 months to 31 may 2008 1514036 – 190319 2376 1321341
8018539 – 1569914 2376 6446249 40 notes to the accounts continued
22 reconciliation of movements in shareholders’ funds
a group
share share
other reserves 
proﬁt t otal
capital premiumrevaluation special total and loss
account
£m £m £m £m £m £m £m
at 1 january 2003 307 35 07 170 177 694 1213
proﬁt for the ﬁnancial year ––––– 58 58
dividends ––––– 61 61
currency variations ––––– 11 11
at 31 december 2003 307 35 07 170 177 702 1221
cumulative goodwill written off against reserves is as follows
t otal
£m
at 1 january 2003 and 31 december 2003 590
b company share share other proﬁt t otal
capital premium reserve and loss
account
£m £m £m £m £m
at 1 january 2003 307 35 838 60 1240
proﬁt for the ﬁnancial year 2002 – £72m – – – 54 54
dividends – – – 61 61
at 31 december 2003 307 35 838 53 1233
in accordance with section 230 of the companies act 1985 the company has not presented its own proﬁt and loss account
c group and company
shareholders’ funds are attributable entirely to equity interests
in 1997 £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 2003 were £16m 2002 – £06m
the company had capital commitments at 31 december 2003 of £nil 2002 – £nil
b operating lease commitments
the group leases certain land and buildings and plant and equipmentthe net rental for 2003 on the land and buildings leases was 
£34m 2002 – £34mthe rents payable under these leases are subject to renegotiation at various intervals speciﬁed in the leasesthe total
rental for 2003 on the plant and equipment leases was £10m 2002 – £09mthe 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
2003 2003 2002 2002
land and plant and land and plant and
buildings equipment buildings equipment
£m £m £m £m
operating leases which expire
within one year 03 02 06 02
between two and ﬁve years 08 06 11 07
after ﬁve years 20 – 11 –
31 08 28 09 41
23 guarantees and other financial commitments continued
the net rental for 2003 payable by the company on a land and
buildings lease was £02m 2002 – £02mthe minimum annual
rental commitment under this lease which expires after ﬁve years
is £02m 2002 – £02m
the company has guaranteed £13m 2002 – £10m of annual
lease commitments of certain subsidiary undertakings
c revolving credit facility
at the beginning of the year 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 2002 the company had exercised a term out option
converting €140m and us25m into two year loans maturing 
at the end of the facility in june 2004
in april 2003 the above loans together with a €36m loan 
which had been termed out in 2001 were prepaid and at the
same time an £11m unutilised portion of the remaining £70m
commitments was cancelled so that the facility became a £59m
committed facility
in october 2003 this facility was replaced 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
d private placement loans
the company is a guarantor jointly and severally with certain
subsidiary undertakings of us750m 2002 – us750m
unsecured loan notes under agreements dated 22 october 1998
the company is a guarantor jointly and severally with certain
subsidiary undertakings of us300m 2002 – us300m 
unsecured loan notes under amended and restated agreements 
dated 31 october 1995 and 15 january 1999
e bank guarantees
the company is a guarantor jointly and severally with certain 
uk subsidiary undertakings of all indebtedness of these subsidiary 
undertakings to two of the group’s uk clearing bankers
the company is a guarantor of all indebtedness of certain 
us subsidiary undertakings to its us clearing bankers including 
a committed single bank 25m threeyear facility maturing on 
31 may 2006 at december 2003 there were no amounts drawn
under this 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 2003 the group
had entered into forward contracts to sell us dollars euros and
czech koruna for a total sterling value of £503m 2002 – £449m
these contracts all mature within one year
24 pension costs and other postretirement beneﬁt costs
the group has continued to account for pension costs and 
other postretirement beneﬁt costs in accordance with ssap24
“accounting for pension costs” and the disclosures given in a
below are those required by that standardwhilst the timetable 
for the full implementation of financial reporting standard 
no 17 “retirement beneﬁts” has been delayed by the accounting
standards board the supplementary transitional disclosures it
requires are included in c below
a ssap24
the group operates a number of pension plans in the uk north
america and europethese include both defined contribution
arrangements covering 56 of the group’s employees and deﬁned
beneﬁt arrangements covering 30 of the group’s employees
deﬁned beneﬁt plans are operated in the uk and the usathe
assets are held in separate trustee administered funds managed by
independent ﬁnancial institutions and have pension costs assessed 
by consulting actuaries using the projected unit method
the total defined benefit pension costs for the group were 
£30m 2002 – £27m in the current year the uk plan charge 
was increased by a net £04m 2002 – £03m in respect of the
amortisation of the scheme deﬁcit offset by interest on the excess 
of the amount funded over the accumulated pension costs
in the uk the major plan is valued on a triennial basis with the 
latest valuation having taken place at 6 april 2001 at this date the
valuation showed the value of assets held was £115m and that the
actuarial value of assets held was 100 of the beneﬁts that had
accrued to members after allowing for future increases in earnings
it was assumed that future investment returns would exceed pay
increases by 30 per annum and would exceed both inﬂation and
pension increases by 35 per annum
in the usa the plans are valued annually and at 31 december 2003
the market value of the assets was us244m 2002 – us206m
being 72 2002 – 68 of the pension obligations
the excess of the amount funded over the accumulated pension
costs for the group of £15m 2002 – £15m is included within
debtors falling due after more than one yearthe excess of the
amount funded over the accumulated pension costs for the
company of £44m 2002 – £41m is included within debtors
falling due after more than one year
the cost of postretirement healthcare beneﬁts in both 2003 and
2002 was not materialthe cumulative cost of beneﬁts accrued in
earlier years is being spread over the expected average remaining
service life of plan members and a provision of £03m 2002 – £03m
is included in the group balance sheet in addition the group has
recorded a provision of £14m 2002 – £13m in respect of the
unfunded pension obligations arising on businesses acquired during
1994these amounts are not expected to change under frs17 42 notes to the accounts continued
24 pension costs and other postretirement beneﬁt costs continued
b deﬁned contribution schemes
in addition to the above the group has a number of different deﬁned contribution and government sponsored arrangements in place in the
countries in which it operates none of these are individually material to the group and the aggregate cost of such schemes for the period
was £27m 2002 – £33m a total of £14m 2002 – £19m of contributions were outstanding at the yearendthese ﬁgures include one
small multiemployer defined benefit scheme in which it is not possible to identify the group’s share of the underlying assets and liabilities
consequently the scheme has been accounted for as a defined contribution schemethe group is not aware of any surplus or deficit 
in this scheme that will cause the contribution rate to vary significantly in the next year
c frs17 retirement beneﬁts
the calculations used for frs17 disclosures have been based on the most recent actuarial valuations updated as necessary to take account 
of the requirements of frs17 in order to assess the position of the plans at 31 december 2003
uk plan 31 december 2003 31 december 2002
plan assets fair value expected fair value expected
rate of return rate of return
£m  £m 
equities 649 75 454 70
bonds 138 55 190 50
gilts 318 45 302 40
properties and other 02 35 25 30
t otal 1107 64 971 56
present value of plan liabilities 1462 1315
scheme surplusdeﬁcit 355 344
 funding 757 738
main contribution rate for current year 107 107
normal contributions made in the current year £16m £16m
additional discretionary contributions £09m –
main contribution rate for next year 107 107
major assumptions per annum 
inﬂation 260 225
increase in salaries 360 325
increase in pensions 260 225
increase in deferred pensions 260 225
rate used to discount scheme liabilities 55 55
average future investment returns 64 56
had the group adopted frs17 early the following items would have been recorded in the accounts
i amount that would have been charged to operating proﬁt
2003 2002
£m £m
service cost 15 13
ii amount that would have been included as other ﬁnance income
2003 2002
£m £m
expected return on scheme assets 54 67
interest on scheme liabilities 72 69
18 02 43
24 pension costs and other postretirement beneﬁt costs continued
iii amount that would have been included in the statement of total recognised gains and losses
2003 2003 2002 2002
 of assets  of assets
£m liabilities £m liabilities
difference between actual and expected return 80 7 174 18
experience gains and losses on scheme liabilities –– 59 4
effect of changes in assumptions 83 56
03 – 289 22
2003 2002
movement in the scheme deﬁcit during the year £m £m
deﬁcit at 1 january 344 54
current service cost 15 13
contributions 25 14
other ﬁnance income 18 02
actuarial loss 03 289
deﬁcit at 31 december 355 344
the uk plan shows a deﬁcit under frs17 of £355m but was fully funded at the last valuation date under ssap24the difference arises
principally due to the method of discounting the plan liabilities and the movement in asset values since that time under ssap24 the liabilities
are discounted at a longterm portfolio average rate of return in effect matching the discount rate with the expected longterm investment
performance of the fund under frs17 the liabilities are discounted at a longterm high quality aa corporate bond rate effective at the point 
of valuation
us plan 31 december 2003 31 december 2002
plan assets fair value expected fair value expected
rate of return rate of return
£m  £m 
equities 136 80 128 80
bonds – –
other – –
t otal 136 80 128 80
present value of plan liabilities 188 187
scheme surplusdeﬁcit 52 59
 funding 723 684
contribution rate for current year 39 10
contributions made in the current year £07m £02m
contribution rate for next year 163 39
major assumptions per annum 
inﬂation 25 25
increase in salaries 40 40
increase in pensions – –
increase in deferred pensions – –
rate used to discount scheme liabilities 625 675
average future investment returns 80 80
once earned pension beneﬁts under the us plan are not subject to any form of indexationthe prior year comparative has been corrected 
to reﬂect this 44 notes to the accounts continued
24 pension costs and other postretirement beneﬁt costs continued
had the group adopted frs17 early the following items would have been recorded in the accounts
i amount that would have been charged to operating proﬁt 
2003 2002
£m £m
service cost 05 06
ii amount that would have been included as other ﬁnance income
2003 2002
£m £m
expected return on scheme assets 09 12
interest on scheme liabilities 12 13
03 01
iii amount that would have been included in the statement of total recognised gains and losses
2003 2003 2002 2002
 of assets  of assets
£m liabilities £m liabilities
difference between actual and expected return 15 11 25 19
experience gains and losses on scheme liabilities –– 01 –
effect of changes in assumptions 12 10
exchange 05 03
08 4 31 17
2003 2002
movement in the scheme deﬁcit during the year £m £m
deﬁcit at 1 january 59 23
current service cost 05 06
contributions 07 02
other ﬁnance income 03 01
actuarial gainloss 03 34
exchange 05 03
deﬁcit at 31 december 52 59
the us plan shows a deﬁcit of £52m whilst under ssap24 the accounts include a liability of £13mthe plan deﬁcit includes prior service
liabilities and actuarial losses that for accounting purposes are being spread over the average remaining life of the employees and therefore 
have yet to be recognised in the accounts
if the group had adopted frs17 early the group proﬁt and loss reserve would have been restated as follows
2003
£m
proﬁt and loss reserves as currently stated 702
less ssap24 prepayment 15
less frs17 deﬁcit 407
add related deferred tax asset 127
proﬁt and loss reserves as restated 407 45
25 acquisitions and disposals
a there were no acquisitions or disposals of businesses during the year
b the effect of business disposals during 2002 was as follows
2002
disposals
£m
goodwill 14
property plant and equipment 30
stocks 20
debtors 29
creditors 20
loss on sale 35
38
consideration
cash received 31
costs 03
deferred consideration receivable 10
38
the £04m net cash inﬂow shown in the group cash flow statement comprises net cash receipts of £07m in respect of prior year disposals
offset by the settlement of £03m deferred consideration payable in respect of previous acquisitions
c the 2002 loss on disposal of discontinued operations relates to the disposal in september 2002 of senior flexonics bredan as and the
businesses conducted by bhc as senior flexonics polska spólka zoo and the uk expansion joints division of senior uk limited which were 
sold at a combined loss of £35m including the writeoff of £14m of goodwill 46 five y ear summary
2003 2002 2001 2000 1999
group proﬁt and loss accounts £m £m £m £m £m
t urnover
continuing operations 3549 3987 4443 4608 4168
discontinued operations – 57 194 446 800
3549 4044 4637 5054 4968
operating proﬁt before impairment and amortisation of goodwill
continuing operations 176 234 311 341 239
discontinued operations – – 04 30 40
176 234 315 311 199
impairment of goodwill – – 40 – 128
amortisation of goodwill 54 58 62 61 36
operating proﬁt 122 176 213 250 35
share of operating proﬁt in associate net 
of amortisation of goodwill – – 02 10 05
speciﬁed exceptional items 04 40 22 159 254
interest payable net 49 66 98 93 54
proﬁtloss before taxation 77 70 95 08 268
taxation 19 31 51 09 41
proﬁtloss after taxation 58 39 44 01 309
dividends 61 61 61 150 149
loss for the year 03 22 17 151 458
depreciation 161 178 184 183 170
gross capital expenditure including ﬁnance lease assets 80 131 165 174 356
basic earningsloss per share 189p 129p 146p 008p 1008p
diluted earningsloss per share 188p 129p 145p 008p 1006p
underlying earnings per share 352p 447p 551p 587p 603p
dividends per share 200p 200p 200p 488p 488p
group balance sheets
fixed assets 1561 1757 2013 2271 2262
net current assets 421 458 538 626 665
creditors due after one year 734 975 1275 1621 1543
provisions for liabilities and charges 27 27 25 35 27
net assets 1221 1213 1251 1241 1357
borrowings gross 791 1011 1376 1629 1504
less cash including deposits and forward exchange contracts 149 137 149 164 96
net borrowings 642 874 1227 1465 1408
gearing net 526 720 981 1180 1038
group cash ﬂow
cash inﬂow from operating activities 329 439 469 501 368
tax paymentsreceipts 08 03 70 49 91
interest payments net 50 73 97 87 67
capital expenditure including ﬁnance leases less disposals 69 117 156 168 307
free cash ﬂow 202 252 286 197 97
dividends paid 61 25 150 150 145
acquisitions less disposals 04 22 115 38 365
dividend income from associated undertaking – – 02 02 01
proceeds from share issues – –– 01 03
own shares purchased by the employee beneﬁt t rust – ––– 06
maturity of investments – bank deposits – ––– 80
decreaseincrease in loans 151 323 253 42 382
increase in ﬁnance leases – 15 –––
cash inﬂow on forward exchange contracts 45 02 –––
increasedecrease in cash in the period 39 57 – 54 147
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 47 principal group undertakings
operating companies business units locations
senior flexonics limited senior flexonics – united flexible merthyr tydﬁl
senior hargreaves limited senior hargreaves bury
senior uk limited senior automotive – crumlin crumlin
senior aerospace – bwt macclesﬁeld
senior aerospace – bird bellows congleton
senior operations inc senior automotive – bartlett bartlett illinois
incorporated in delaware usa senior flexonics – hose division romeoville illinois
senior flexonics – pathway new braunfelstexas
senior flexonics – pathway oak ridgetennessee
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
flexonics sas senior flexonics – france dourdan france
incorporated in france
senior flexonics bv senior flexonics – holland rotterdam holland
incorporated in holland
senior aerospace bosman bv senior aerospace – bosman rotterdam holland
incorporated in holland
habia t eknoﬂuor ab senior flexonics – habia knivsta sweden
incorporated in sweden
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 both wholly owned and incorporated in great britain and registered in england and wales unless otherwise
indicatedthey are all directly owned by subsidiary undertakings of senior plc and in every case the principal country of operation is the 
country of incorporation
comments on the activities of each group undertaking are included in the chief executive’s review on pages 3 to 6 48 additional shareholder information
analysis of shareholders at 31 december 2003
shareholders shareholders shareholdings shareholdings
number  millions 
by category
corporate bodies 1076 2401 28958 9421
other shareholders 3406 7599 1781 579
4482 10000 30739 10000
by range of holdings
1 – 24999 4118 9188 1619 527
25000 – 49999 130 290 442 144
50000 – 249999 111 247 1145 373
250000 – 499999 39 087 1383 450
500000 – 999999 24 054 1790 582
1000000 – and over 60 134 24360 7924
4482 10000 30739 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 16 april 2004 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
2004 financial calendar
4 march preliminary announcement of 2003 annual results
16 march publication of annual report 2003
16 april annual general meeting
28 april shares exdividend for 2003 ﬁnal dividend
30 april record date for shareholders on the register to receive the 2003 ﬁnal dividend
27 may payment of 2003 ﬁnal dividend
5 august preliminary announcement of 2004 interim results
9 august publication of interim report 2004
27 october shares exdividend for 2004 interim dividend
29 october record date for shareholders on the register to receive 2004 interim dividend
26 november payment of 2004 interim dividend designed by sheppard day
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 senior plc
5961 high street
rickmansworth
hertfordshire
wd3 1rh
united kingdom 
tel 44 01923 775547
fax 44 01923 896027
wwwseniorplccom


Summary:
 3
group turnover on continuing operations reduced by 110 working
capital fell by 90 and group net debt improved by 265 capital
expenditure at a net £69m was 43 of depreciation
in the aerospace division costs were trimmed as sales declined
throughout 2003 despite this substantial design and development
effort was maintained which has resulted in the division winning
£160k per shipset on the new airbus a380 and £230k per shipset 
on the lockheed martin joint strike fighter pratt and whitney
enginewhilst volume production of both is still some years off
a number of operations are already delivering preproduction and
prototype units both these programmes are incremental to current
business and should result in valuable growth in the future capital
expenditure has been low because there has been no need for
extra capacity in the current market circumstances however
the group has continued to invest in its aerospace businesses
at ssp  the group’s aerospace ducting business in los angeles
the site is being substantially redeveloped to produce a modern
facility that is representative of the capabilities of this marketleading
business at another of the group’s north american aerospace
businesses metal bellows the freehold of the existing site was
purchased from the landlord in january 2004 to safeguard the 
future of this valuable operation
automotive vehicle production was slightly down in 2003 but
because some north american programmes came to an end
the division’s turnover fell further than the market and capacity in 
the usa was reduced however the north american engineering
capability and resource was actually increasedthe heavy truck
diesel engine market in the usa is changing dramatically as truck
manufacturers convert their engines to highpressure common 
rail technology to improve economy in use and to meet the new
emission standards being introduced in 2007 senior has signiﬁcant
experience of common rail because of the group’s position in the
european diesel market for passenger vehicles as a result senior
currently has an unprecedented number of enquiries for new
products from the north american heavy diesel engine manufacturers
nominations for these products are being won and are expected
to start production in 2006 capital expenditure has been low 
but is likely to be at a much higher level for the next two years
elsewhere the establishment of the czech plant at olomouc 
is complete and is now proﬁtablethe transfer to a new larger
facility in cape town south africa was completed successfully 
in december 2003
the group’s largest industrial businesses struggled in 2003 with
weak markets and despite the belief that 2004 should be a little
better meeting the challenge to remain competitive is a high
priority pathway which manufactures metal and fabric expansion
joints will close its tennessee plant during 2004 and consolidate
manufacturing at its plant in new braunfelstexas hargreaves
enters 2004 with a stronger orderbook having won the ductwork
contract for the new wembley stadium no disposals were made 
in 2003 but it was not for a lack of effort with good progress
being made on the disposal of the group’s five industrial hose
businesses despite undergoing a protracted and ongoing disposal
process these businesses each improved their performance in 2003
to the great credit of their management and employees
product and new programme development are key to the group’s
future success and consequently had a high priority during the
period with engineering resources being maintained despite the
nearterm profit pressures
irrespective of market conditions the group remains committed
to the strategy of operational improvement cost reduction and
enhancing the value of the group through product and process
design and development
chief executive’s review
the main markets in which the group operates remained
challenging throughout 2003accordingly programmes
aimed at operational improvement cost and working
capital reduction and capital expenditure control were
aggressively pursued
graham menzies chief executive 4
2003 was a second year of market turmoil following the events 
of 11september 2001the year was ﬁlled with schedule changes
volume reductions and increased pricing pressurethis necessitated
capacity adjustments and an escalation in the implementation of
lean principles
t owards the end of the year there were tentative signs of stabilisation
in the commercial aircraft market as airlines began to improve
profitability and ordering activity on longterm programmes 
trended higher senior aerospace made large strides on several 
new programmes in 2003 including the a380 and joint strike 
fighter “jsf” with early development production commencing
senior aerospace metal bellows in boston massachusetts
specialises in edgewelded bellows for a variety of applications 
in the commercial and military aerospace space medical
semiconductor and industrial marketsthe company performed
satisfactorily in 2003 despite sales declining as the semiconductor
and space applications failed to reach anticipated levels several
aggressive costcutting measures were takenthe company is well
positioned to improve performance in 2004
senior aerospace ketema in san diego california enjoyed a
signiﬁcant performance improvement in 2003 albeit from a relatively
low base ketema manufactures complex engine fabrications
primarily for the military regional and single aisle commercial
marketsthe company was restructured in 2002 and as a result 
of overhead cost reductions factory improvements and increased
efficiencies has become a more profitable and cash generative
companythe company has several recently won programmes 
under development including content on the jsf for both pratt 
and whitney and rollsroyce
senior aerospace jet products in san diego california reported 
lower profits in 2003 on sales that as expected fell slightly 
from the prior yearworking capital and ontime delivery
improvements were madethe company is well positioned 
to resume its profitable growth during 2004 as work in the
military sector increases
senior aerospace ssp in los angeles california designs and 
fabricates highpressure ducting systemswhilst factory productivity
declined in 2003 order intake was strongthe company is currently
streamlining its manufacturing processes through the introduction 
of cellular manufacturing and improving product ﬂows as a result of
its building modernisation a strong diverse orderbook heavy focus
on operational improvements and an industryleading engineering
team leave ssp well positioned for the future
senior aerospace bwt in the uk manufactures lightweight 
flexible composite ducting for airframe manufacturers 2003 was 
a year of signiﬁcant new product introduction with work increasing
on the airbus a380 cockpit ducting embraer erj170190 ﬂexible
ducting and several other programmeswith the high engineering
activity and the group’s policy of expensing such costs as incurred
proﬁtability was well below historic levels performance is expected
to recover as engineering ends and the parts go into production
senior aerospace composites in wichita kansas produces rigid
composite ducting that is often combined with components from
other senior facilities to form lightweight ducting subsystems
composites which entered the system design and test environment
for the ﬁrst time in 2003 is playing a major role in the fabrication 
of the a380 system being delivered to airbus by bwt
senior aerospace bird bellows in the uk increased its business with
airbus as a result of winning the contract to design and manufacture
gimbals for the a380 wing ducting systems bird had a solid year 
in terms of sales operating proﬁt and cash ﬂow its business base
increasingly focused on aerospace continues to growthe company 
is in the process of implementing lean techniques throughout the
factory to meet the continuing challenges of its customers
senior aerospace bosman in holland saw its traditional aerospace
repair business reverted back to the airlines bosman began
outsourcing parts to lowcost countries and developing new
technologies for use in highpressure ducting systemsthis combined
with the ability to engineer high technology metal fabrications
should enable bosman to enter new markets in the future
senior aerospace ermeto in france beneﬁted from the operational
efﬁciencies of a ﬁrst full year of production in its new premises but
suffered from reductions in the euroﬁghter build ratethe company
is seeking additional business to ﬁt its existing capabilities
senior aerospace calorstat in france performed poorly and
underwent a management change midyearthe new leadership
substantially reorganised the business successfully introducing 
new airbus a380 parts in the process operational improvements
give the business a brighter future
overall 2003 was a challenging year for the aerospace division
all companies aggressively pursued process improvements and the
operating margins before goodwill amortisation increased from 46
to 51 despite falling salesthe strengthened management teams
and continuous improvement through lean principles will help senior
aerospace achieve its future goals
aerospace
geographic turnover

67 north america
10 uk
20 rest of europe
3 rest of world
by destination 5 automotive
geographic turnover

44 north america
7 uk
41 rest of europe
8 rest of world
by destination
senior automotive manufactures a variety of products primarily 
for customers in north america and europe it specialises in the
manufacture of thinwalled stainless steel tubing flexible metal
bellows highpressure diesel fuel lines and aluminium tubing for 
air conditioning and heating systems
production volumes in north america declined 3 in 2003 and 
the division’s major customers at the “big 3” continued to lose
market share despite the liberal usage of customer incentives
the oem’s heavy reliance upon incentives to support demand
continues to create significant cost reduction pressure upon all
suppliers european demand softened with the number of new
vehicle registrations declining 2 in 2003 however senior’s volumes
in europe grew because of the greater demand for diesel engines
upon which many of our european products are used
senior automotive bartlett in chicago illinois had a difﬁcult year 
as several major programmes came to an end with the deletion of
secondary air and egr systems from general motors’ engines
further programmes will end during 2004the business reacted
quickly and reduced costs accordingly good progress continues 
to be made in developing new products and the ﬁrst order for a
common rail diesel fuel system has been secured with many more
projects in the development stagewhilst there is no doubt that
common rail will come to north america for heavy trucks there 
is an increasing belief that diesels will eventually be introduced in
the passenger car and light truck markets such an outcome would
clearly be beneﬁcial to the group
at senior automotive blois france the strategy to rationalise 
the product line and focus upon highpressure diesel fuel products
was completed by the end of the year 81 of blois sales were
diesel fuel products efforts continue to reduce costs and improve
performance operational metrics have improved greatly but higher
than expected demand for diesel components required the use 
of excess labour with an adverse effect on proﬁtability additional
manufacturing capacity is due to be commissioned in the first
quarter of 2004
senior automotive olomouc czech republic grew substantially
during the year following the relocation of aluminium tubes and
water tubes from blois several new projects were also successfully
launched and the site moved into proﬁt in the fourth quarter as
volumes increased olomouc is a lowcost site and is well positioned
to grow substantially in the coming years
senior berghöfer gmbh germany operated in a difficult
environment its main industrial markets such as solar and heating
were weak as was the german economy however cost reductions
and a focus upon cost management produced a significant
improvement in operating performance compared to the prior
yearthe first nominations for heavy truck components were
secured and good progress was made on other potential
automotive components
senior automotive sao paulo brazil had a difficult year caused 
by high consumer interest rates as a result of which automotive
demand was disappointingly low several large orders for 
industrial expansion joints and spring hangers together with good 
cost management allowed the site to remain profitable new
automotive projects should lead to growth in the next couple 
of years
senior automotive new delhi india had another solid year
although slightly below the prior year due to a destocking
programme at a major aftermarket customer in the uk sales
increased to the north american exhaust aftermarket and
domestic industrial metal hose customersthe site is well 
managed and poised for growth across a range of markets 
in the near future
senior automotive crumlin south wales encountered a difﬁcult
year and with the completion of the transfer of its ﬂexible exhaust
bellows work to cape town the site is now focused upon the
exhaust ﬂex aftermarket exhaust gas recycling and turbo oil drain
markets new product development is a priority with some good
progress being made
senior automotive cape t own south africa struggled to keep 
up with demand in the ﬁrst quarter mostly due to the late delivery
of raw materials from key suppliersthis resulted in the offloading
of some work to crumlin and bartlett ontime delivery was 
quickly restored once raw materials arrived according to schedule
and additional employees were added manufacturing efﬁciencies
improved greatly throughout the year given the export nature of
the business proﬁtability was adversely affected by a strengthened
local currencythe business successfully relocated to a larger facility
at the yearend to provide the additional capacity necessary to meet
the volume growth scheduled for the next few years
senior automotive is known for its innovative engineering solutions
and superior customer servicethe everincreasing demand for 
new technologies to meet future emission laws and the continued
growth of diesel engines combined with lowcost manufacturing
sites in the czech republic india brazil and south africa position
the business well for longerterm growth 6
the specialised industrial division is made up of eight operations
of which the five industrial hose companies are in the process 
of being soldthe remaining three businesses pathway senior
hargreaves and senior flexonics canada accounted for some 
62 of the division’s turnover in 2003
pathway is a world leader in the manufacture of metal and fabric
expansion joints for the power generation and petrochemical
industries in 2003 it experienced a slight reduction in turnover
mainly due to the slowdown in sales of landbased turbines for
power generation new construction and planned maintenance
work was also sluggish although emergency repair work was much
stronger than expected helping to maintain operating margins
pathway operates from two facilities one in texas and one in
tennessee and because of the changing nature of the mix of work
the decision has been taken to close the tennessee facility during
2004 with all manufacturing being consolidated onto the new
braunfelstexas sitethe cost is anticipated to be £09m in new
capital assets and £03m in closure coststhe consolidation will 
lead to improved future proﬁtability
senior hargreaves a uk market leader in the manufacture 
and installation of air conditioning ducting experienced reduced
proﬁtability in 2003 as a result of two difﬁcult contractst owards the
yearend a number of new contracts including wembley stadium
and channel tunnel extension work at st pancras station were 
won and senior hargreaves starts 2004 with a healthy orderbook
senior flexonics canada manufactures and sells bulk and fabricated
metal hose assemblies slip pack joints metal expansion joints and
cryogenic assembliesworking in conjunction with other group
companies it offers a wide range of products to the canadian
market sales and proﬁts remained ﬂat year on year a creditable
performance given the slowing economy
senior flexonics hose division operates from facilities in illinois 
and texas in 2003 it increased sales in a competitive marketplace
with a consequent improvement in proﬁtability after a slow start
the semiconductor market began to improve with several customers
returning to the market and sales improving through the course 
of the yearthe focus on rebuilding the ﬂuoroplastic hose market
and providing customers with a quick turnaround service also
began to produce results
the three european metal hose operations a manufacturing site in
the uk and distribution facilities in holland and france collectively
reported improved proﬁtability on unchanged turnover largely as 
a result of the cost reduction measures taken in the previous year
further improvements in the performance of these businesses 
will depend to a large extent on the strength of the upturn 
in the european economy
habia in sweden manufactures ﬂuoroplastic hoses and hose
assemblies ptfe lined pipe systems and ptfe machined parts
an improvement in turnover during 2003 resulted in increased
albeit still modest levels of proﬁts and cash generation project
opportunities are being pursued to improve its performance 
still further
two longstanding ceos brian ward at senior hargreaves and
wim bogaard at senior flexonics bv in holland are due to retire
in the ﬁrst half of 2004 and the group wishes them both the very
best for a long and happy retirement internal candidates have been
promoted to ﬁll their positions
specialised industrial
geographic turnover

41 north america
37 uk
15 rest of europe
7 rest of world
by destination