Final Results

Marks & Spencer Group PLC 24 May 2005 Issued: Tuesday 24 May 2005 Marks and Spencer Group plc Preliminary Results 2004/05 52 weeks ended 2 April 2005 Progress/Highlights 2004/05: * Focused the business through substantial structural and operational change * New management structure * Tightened cash and cost management * Reduced stocks and commitment by £1.3bn * Head office removal of 650+ roles * per una acquired for £125.9m * Financial Services business sold for £769m * £2.3bn returned to shareholders Key Financials*: •UK Retail sales ex VAT £7,034.7m, down 1.7% (last year £7,159.8m); International Retail sales £675.6m, up 1.6% (last year £665.0m) •Group profit before tax and exceptional items £618.5m, down 19.0% (last year £763.2m) •UK Retail operating costs before exceptional items reduced by 0.1%. •Adjusted earnings per share 21.9p, down 6.4% (last year 23.4p); Basic earnings per share 29.1p, up 27.1% (last year 22.9p) •Final dividend of 7.5p per share, up 5.6% (last year 7.1p) •Later today in a separate press release, Marks & Spencer will provide restated financial information for 2004/05 under International Financial Reporting Standards (IFRS) *Note: All comparisons are based on a 52 week period for 2003/04 Outlook When we updated the market in April we commented on the difficult trading environment. The outlook remains challenging, with tough economic and competitive conditions expected to continue. We are focused on delivering better quality, value and styling across all our product ranges, as well as improving service levels and store environment. We have made good progress, however, there remains much to do. Chairman's Statement: This has been a year of great change. In May, we appointed a new executive team who were immediately involved in leading the response to a possible bid for the company - originating a strategy to deliver the value of Marks & Spencer to its shareholders. Since then the team has been implementing a comprehensive programme of change. We are making good progress on laying the foundations for our recovery. I am confident that the benefits of this will become increasingly apparent. The Board is proposing a final dividend of 7.5p, representing a 5.6% increase on last year. Chief Executive's Statement: The Group's financial performance for the year was disappointing. Retail sales were down 1.5% on the year and Group operating profit was down 13.8%. When I joined in May 2004, action was taken, where possible, to reduce the unacceptably high levels of commitment in the business. Despite reducing stocks and commitment by some £1.3bn over the year, we had to take a high level of markdowns which severely impacted our operating profit. A new buying process and stock controls should enable us to deliver reduced markdowns in the coming year. Our focus now is on profitable full price sales. At the Operational Review on 12 July 2004, we announced a programme of change to return the business to growth and to its core values. We did so with a clear understanding that, while we needed to move fast, we also needed to do the right things for the medium to long term and that there were no quick fixes. We stated that we would focus the business in 2004/05, drive it in 2005/06 and, beyond that, broaden its horizons. We have focused the business as promised, making structural changes to the Group and driving through initiatives to improve our operating efficiency. •New management structure - streamlined Executive Board, key management appointed •Focus on core values - quality, value, service, innovation and trust - Your M&S •per una acquired for £125.9m •Cut 31 initiatives to 10 •Head office removal of 650+ roles •New supplier terms introduced - 1st phase September 2004, 2nd phase April 2005 •Tightened cash and cost management •£2.3bn returned to shareholders •Financial Services business sold for £769m net of costs (including a pre-sale dividend of £235m) •'Lifestore' exited •Reduced stocks and commitment by £1.3bn Operationally, action has been taken on product, pricing, inventory levels and availability. We reviewed all expenditure, both capital and revenue, to optimise financial returns and put tight spending controls in place. We are on course to deliver cost and margin savings of over £250m by the end of 2005/06 and £320m by the end of 2006/07. We have focused on improving our values with sharper opening prices and clearer pricing architecture across all ranges, as well as increased levels of new and innovative product. Prices are constantly monitored to maintain competitiveness. We have reduced the total number of products by around 17% while creating more real choice and increased levels of new product in store. We have strengthened buying teams with a number of key appointments at buying, design and merchandiser level. The recently established retail training academy, or 'Buying Academy', has established a clearer buying process and structure for the teams, providing greater clarity and accountability. A number of new processes have been introduced including quarterly buying, rolling open to buy, open-cost modelling and standard product specifications. These disciplines should enable us to improve our speed to market, cost-effectiveness, product hit rate and supplier relationships. We have also set up a stock planning function to co-ordinate budgets, buying and phasing, reducing the risk of overbuying and increasing flexibility to buy into fast lines and new trends. Stock and commitments have been reduced by over 35%. Availability is up across the business with particular attention being paid to the top 150 product lines in General Merchandise and the top 300 lines in Food, although there is still further progress to be made. We have recruited regional sourcing directors to act as a support to our UK buying teams. They will focus on creating a single approach to direct buying across the business, providing knowledge on sourcing opportunities, cost benchmarking, direct factories and quality audits. We have established regional offices to support our supply chain in Turkey and India. A China office will be opening in Hong Kong in July. We reorganised our retail management team in November, putting our most experienced people in charge of improving standards and service. This included creating two 'flagship' divisions, focusing on the Group's 34 largest stores, representing a third of Group sales. Our staff scheduling programme completed in November has enabled us to change shifts to increase store staff numbers at peak times. We are making progress on improving store standards with training programmes on tilling and service. We are de-cluttering our stores and improving signage. In November 2004, we launched trials of a new store design in Basingstoke, Shoreham, Sutton Coldfield and Edgware Road and in our new stores in Omagh, Blanchardstown, Dundrum and Talbot Green. We now plan to extend this trial to 21 further stores, totalling 1m sq ft during 2005/06. We will continue to open new stores, increasing our space in General Merchandise by 1.2%, primarily driven by new stores in c.10 Retail Parks, and by 3.3% in Food driven by our continued development of our Simply Food format. Additionally, we are today announcing an agreement with BP to open 8 pilot Simply Food concepts on their BP Connect forecourt sites, with the first store due to open in Autumn 2005. Marketing has concentrated on delivering a consistent handwriting for the brand across the business with clear messages on value for Clothing and quality for Food. Our recent TV advertising campaign on Food has been well received. This has been a year of great change at Marks & Spencer, but it has also been a year of action and progress. UK Retail UK Retail sales ex VAT for the 52 weeks ended 2 April 2005, were £7,034.7m, down 1.7% (down 1.9% including VAT). However, on a like-for-like basis sales were down 5.1%. The performance of Clothing for the year was disappointing, with total Clothing sales down 3.1% on last year. Footfall and clothing volumes were up on the year although our Clothing market share declined a further 0.5 percentage points to 10.5%. Our Clothing performance was driven by continuing weakness in Womenswear, although per una performed strongly. Lingerie suffered from having an over complex range. Menswear held up well, while Childrenswear market share stabilised for the first time in three years in the last quarter of the year. All product groups suffered from inconsistent price architecture. Opening price points are now benchmarked against key competitors and appropriate good, better and best pricing is being introduced across all ranges, giving more real choice for all our customers. Home had a year of transition, as we closed 'Lifestore' and refocused on the traditional areas of bedroom, bathroom, kitchen and dining. Sales were 21.4% lower at £407.6m. Food sales were up 2.4% on last year, down 2.6% on a like-for-like basis. Market share was broadly maintained across the year. In Food, we have focused on innovation and newness, simplifying ranges, and emphasising the quality and uniqueness of our food. We continue to benefit from additional footage as we extend our Food offer through the Simply Food format. During the year we opened 31 Simply Food stores of which 13 stores were in partnership with Compass. A further 20 Simply Food stores are planned to open in 2005/06. During the year, we renegotiated terms with suppliers with the aim of reducing the cost of goods sold by £140m by 2006/07 when compared to 2003/04. Higher markdowns due to overbuying resulted in a 1.5 percentage points decline in the General Merchandise gross margin. Better buying and stock control is expected to enable us to recover these lost markdowns and also to achieve the £40m target outlined in July 2004. The Food gross margin was maintained. UK Retail operating costs of £1,843.1m, excluding exceptional charges, were held at last year's level: • employee costs increased by 1.1% to £922.4m as a result of new stores and the annual salary review, offset by a reduction in headcount; • property, repair and renewal costs of £350.4m increased by 8.3% due to the occupancy costs associated with new footage and the move to a new head office; • depreciation and amortisation was £242.9m, an increase of 6.9%, due to the effect on the charge of prior year additions, store modernisations and closures and the amortisation of the goodwill arising on the per una acquisition; • other operating costs of £327.4m decreased by 13.2% as a result of actions taken during the year to reduce the cost of non-merchandise procurement together with savings in IT. Including logistics costs, operating expenses have decreased by 0.1% on last year. UK Retail operating profit was £612.1m down 15.2% (last year £722.1m). International Marks & Spencer has performed well internationally where our brand continues to grow its appeal. Sales in the Marks & Spencer branded businesses (Republic of Ireland, franchises and Hong Kong) for the 52 weeks to 2 April 2005 increased by 6.9% (+9.1% at constant exchange rates). Operating profit increased by 45.2% to £60.7m (last year £41.8m). In the Republic of Ireland, sales were ahead of last year and the performance of the new stores in Blanchardstown and Dundrum has been encouraging. We continue to add new franchisees and our existing franchisees in 30 territories are continuing to invest in new footage. Hong Kong had a strong year, however, in 2005/06 some of our leases will be surrendered to the landlord for development. Sales at Kings Super Markets were broadly level over the year at constant exchange rates, compared with last year. Operating profit for the 52 weeks to 2 April 2005 was £4.3m, up 79.2% (last year £2.4m) as a result of actions taken last year to improve financial performance. Financial Services The Financial Services business was sold to HSBC on 9 November 2004 for £769m (including a pre-sale dividend of £235m) and the results of the business up to the date of disposal have been included under the heading of discontinued operations. The Group has also entered into an agreement with HSBC, whereby the Group will continue to share in the success of the Financial Services business. Under this agreement, the Group will receive income in the form of fees representing an amount equivalent to costs incurred, 50% of the profits of M&S Money (after a notional tax charge and after deducting agreed operating and capital costs) plus an amount relating to the growth in sales of financial services products. Fees received under this agreement since the date of disposal are now included within other operating income in UK Retail. Net interest expense Net interest expense was £102.3m compared to £44.5m (52 week basis) for last year. The average rate of interest on borrowings during the period was 5.7% (last year 5.3%). Taxation The tax charge reflects an effective tax rate for the full year of 28.5% before exceptional income, compared to 30.1% last year. The rate is lower than the standard UK tax rate of 30% due to the impact of prior year credits and relief in respect of the exercise of employee share options and the relative increase in profits from lower tax jurisdictions from our International operation. The European Court of Justice heard the Group's relief claim on 1 February 2005 and their judgement is expected later this year. No asset has been recognised in respect of this claim. Shareholder returns and dividends Adjusted earnings per share, which excludes the effect of exceptional items, has decreased by 11.3% to 21.9p per share (on a 52 week basis, a decrease of 6.4%). Return on equity, after exceptional items, was 41.4% compared to 25.2% last year. A final dividend of 7.5p per share (last year 7.1p per share) is proposed, making the total dividend for the year 12.1p per share (last year 11.5p per share), an increase of 5.2%. Capital expenditure Group capital additions for the year were £220m compared to £434m last year. The decrease in capital expenditure in part reflects the one-off costs last year relating to the acquisition of warehouses, as part of the restructuring of the general merchandise logistics operation, and the relocation of the head office. It also reflects a reduction in capital expenditure on new and existing footage as we reviewed the performance of new formats to determine how to revitalise the portfolio in a cost effective way. Group capital expenditure for 2005/06 is expected to be £350m. Balance sheet and cash flow The Group balance sheet has changed significantly since last year end following the disposal of the Financial Services business during the year. Shareholders funds amounted to £521.4m, equivalent to 31.4p per share (last year 108.3p per share). The decrease of £1,932.6m in the year reflected primarily the sale of Financial Services and the £2.3bn Tender Offer. The Group generated an operating cash inflow for the year of £1,575.4m (last year cash inflow £666.5m). Within this, the cash inflow from continuing operations was £857.5m (last year £602.3m). A major factor in the increase in operating cash flow was the year-on-year net decrease in contributions paid to the UK defined benefit pension scheme, following the one-off injection of £400m in March 2004. After taking into account the timing of payments, the cash outflow for capital expenditure was £232.2m (last year £428.8m). During the year, the Group received £117.8m (last year £126.2m) from the sale of properties, including £115m from the sale of Michael House. Acquisitions and disposals generated a net inflow of £363.8m, being net proceeds from the sale of Financial Services and properties in Europe, offset by the acquisition of per una. After taking into account the debt that was disposed of along with the Financial Services business, the net cash inflow from acquisitions and disposals was £1,203.5m. Transactions with shareholders (dividends paid, Tender Offer, redemption of B shares and the issue of new shares under employee share schemes) resulted in a net cash outflow of £2,502.6m. At the end of the period, net debt was £2,099.0m, an increase of £104.3m, giving rise to retail gearing of 84.5% (last year 44.7%) including the net post-retirement liability and reflecting the impact of the Tender Offer. Exceptional Items The Group has recorded exceptional income of £126.8m in the year, as follows: 2004/05 2003/04 Exceptional items £m £m -------------------------------- --------- --------- Operating exceptional items: Head office relocation 8.8 19.6 Head office restructuring programme 6.3 22.5 Board restructure 8.4 - Closure of 'Lifestore' 29.3 - Defence costs 38.6 - -------------------------------- --------- --------- 91.4 42.1 Non-operating exceptional items: Loss/(profit) on sale of property and other fixed assets 0.4 (18.7) Profit on disposal of Financial Services (208.9) - Release of European closure provision (9.7) - -------------------------------- --------- --------- (218.2) (18.7) -------------------------------- --------- --------- Total exceptional (income) / charges (126.8) 23.4 -------------------------------- --------- --------- Pensions The Group paid £115m of additional contributions into the UK defined benefit pension scheme during March and April 2005, of which £64m had been paid in before the year end and is reflected in the net post-retirement liability of £474m at 2 April 2005. International Financial Reporting Standards For the next financial year, the Group will be required to adopt International Financial Reporting Standards (IFRS). We have identified that the greatest impact on the Group arises from changes in the accounting treatment for property, share-based payments, financial instruments and software. For the year ended 2 April 2005, the impact on profits from the adoption of IFRS would be to reduce operating profit before exceptionals by 2.8% and adjusted earnings per share by 4.1%. Net assets would be increased by c.£417m (an increase of c.80%), reflecting the net impact of incorporating a revaluation of freehold land and buildings only, as IFRS does not permit the revaluation of leasehold land. A separate announcement detailing the impacts of IFRS and providing unaudited restated financial information for 2004/05 will be made later today. Statements made in this announcement that look forward in time or that express management's beliefs, expectations or estimates regarding future occurrences and prospects are 'forward-looking statements' within the meaning of the United States federal securities laws. These forward-looking statements reflect Marks & Spencer's current expectations concerning future events and actual results may differ materially from current expectations or historical results. Any such forward-looking statements are subject to various risks and uncertainties, including failure by Marks & Spencer to predict accurately customer preferences; decline in the demand for products offered by Marks & Spencer; competitive influences; changes in levels of store traffic or consumer spending habits; effectiveness of Marks & Spencer's brand awareness and marketing programmes; general economic conditions or a downturn in the retail or financial services industries; acts of war or terrorism worldwide; work stoppages, slowdowns or strikes; and changes in financial and equity markets. For further information, please contact: Media enquiries: Corporate Press Office: +44 (0)20 8718 1919 Investor Relations: Amanda Mellor +44 (0)20 8718 3604 Sarah McGlyne +44 (0)20 8718 1563 Consolidated profit and loss account 52 weeks ended 2 April 2005 53 weeks ended 3 April 2004 ------------------ ------------------- Before Exceptional After Before Exceptional After exceptional items exceptional exceptional items exceptional items (note 5) items items (note 5) items Notes £m £m £m £m £m £m Turnover Continuing operations 7,710.3 - 7,710.3 7,971.5 - 7,971.5 Discontinued operations 232.0 - 232.0 330.0 - 330.0 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Total turnover 2 7,942.3 - 7,942.3 8,301.5 - 8,301.5 Operating profit Continuing operations 667.6 (91.4) 576.2 809.4 (42.1) 767.3 Acquired operations 9.5 - 9.5 - - - --------- --------- --------- --------- --------- --------- 677.1 (91.4) 585.7 809.4 (42.1) 767.3 Discontinued operations 32.3 - 32.3 56.6 - 56.6 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Total operating profit 3 709.4 (91.4) 618.0 866.0 (42.1) 823.9 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- (Loss) / profit on sale of property and other fixed assets 5B - (0.4) (0.4) - 18.7 18.7 Profit on sale / closure of 5C operations: Profit / (loss) arising on sale / closure - 208.9 208.9 - (26.8) (26.8) Release / utilisation of prior year provision - 9.7 9.7 - 26.8 26.8 --------- --------- --------- --------- --------- --------- Net profit on sale / closure of operations - 218.6 218.6 - - - Net interest expense 4 (102.3) - (102.3) (45.8) - (45.8) Other finance income / (charges) 11.4 - 11.4 (15.2) - (15.2) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Profit / (loss) on ordinary activities before taxation 618.5 126.8 745.3 805.0 (23.4) 781.6 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Analysed between: Continuing operations (including acquired operations) 586.2 (91.8) 494.4 748.4 (23.4) 725.0 Discontinued operations 32.3 218.6 250.9 56.6 - 56.6 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Taxation on ordinary activities 6 (176.5) 18.2 (158.3) (242.0) 12.7 (229.3) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Profit / (loss) attributable to shareholders 442.0 145.0 587.0 563.0 (10.7) 552.3 Dividends (including dividends in respect of non-equity shares) 8 (203.3) - (203.3) (263.2) - (263.2) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Retained profit / (loss) 238.7 145.0 383.7 299.8 (10.7) 289.1 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Earnings per share 7 29.1p 24.2p Diluted earnings per share 7 28.9p 24.1p Adjusted earnings per share 7 21.9p 24.7p Diluted adjusted earnings per share 7 21.7p 24.6p Dividend per share 8 12.1p 11.5p ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Consolidated statement of total recognised gains and losses 52 weeks 53 weeks ended ended 2 April 3 April 2005 2004 £m £m ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Profit attributable to shareholders 587.0 552.3 Exchange differences on foreign currency translation 0.2 (15.9) Unrealised surplus on revaluation of investment properties 4.0 7.3 Impairment of previously revalued properties - (20.0) Actuarial (losses) / gains net of tax (55.1) 150.4 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Total recognised gains and losses relating to the period 536.1 674.1 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Consolidated balance sheet As at As at 2 April 3 April 2005 2004 £m £m ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Fixed assets Intangible assets 122.4 - Tangible assets 3,316.1 3,497.6 Investments 9.0 10.0 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- 3,447.5 3,507.6 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Current assets Stocks 339.7 398.0 Customer advances - 2,452.4 Other debtors 218.2 298.5 Cash and investments 279.6 720.6 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- 837.5 3,869.5 Current liabilities Creditors : amounts falling due within one year (1,289.3) (1,884.7) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Net current (liabilities) / assets (451.8) 1,984.8 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Total assets less current liabilities 2,995.7 5,492.4 Creditors : amounts falling due after more than one year (1,919.7) (2,519.6) Provisions for liabilities and charges (80.4) (49.3) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Net assets before net post-retirement liability 995.6 2,923.5 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Net post-retirement liability (474.2) (469.5) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Net assets 521.4 2,454.0 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Capital and reserves Called up share capital 480.2 651.2 Share premium account 106.6 45.2 Capital redemption reserve 2,102.8 1,924.8 Revaluation reserve 330.8 356.4 Other reserve (6,542.2) (6,542.2) Profit and loss account 4,043.2 6,018.6 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Shareholders' funds (including non-equity interests) 521.4 2,454.0 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Equity shareholders' funds 455.7 2,369.1 Non-equity shareholders' funds 65.7 84.9 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Total shareholders' funds 521.4 2,454.0 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Reconciliation of movement in Group shareholders' funds 52 weeks 53 weeks ended ended 2 April 3 April 2005 2004 £m £m ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Profit attributable to shareholders 587.0 552.3 Dividends (203.3) (263.2) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- 383.7 289.1 Other recognised gains / (losses) relating to the year 4.2 (28.6) Actuarial (losses) / gains net of tax (55.1) 150.4 Sale / (purchase) of shares held by employee trusts 0.3 (2.2) New share capital subscribed 68.4 24.8 Redemption of B shares (19.2) (33.4) Purchase of own shares (2,300.0) (54.4) Tender Offer expenses (14.9) - ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Net (decrease) / increase in shareholders' funds (1,932.6) 345.7 Opening shareholders' funds 2,454.0 2,108.3 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Closing shareholders' funds 521.4 2,454.0 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Consolidated cash flow statement 52 weeks 53 weeks ended ended 2 April 3 April 2005 2004 £m £m ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Cash inflow from continuing operating activities before contribution to the pension fund 857.5 1,002.3 Contribution to the pension fund following 2003 actuarial valuation - (400.0) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Cash inflow from continued operating activities 857.5 602.3 Cash inflow from discontinued operating activities 717.9 64.2 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Cash inflow from operating activities (see note 9) 1,575.4 666.5 Returns on investments and servicing of finance Interest received 15.4 14.4 Interest paid (114.2) (61.2) Non-equity dividends paid (2.8) (3.0) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Net cash outflow from returns on investments and servicing of finance (101.6) (49.8) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Taxation UK corporation tax paid (161.3) (216.3) Overseas tax paid (5.4) (4.1) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Cash outflow for taxation (166.7) (220.4) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Capital expenditure and financial investment Purchase of tangible fixed assets (232.2) (428.8) Sale of tangible fixed assets 117.8 126.2 Purchase of fixed asset investments - (0.6) Sale of fixed asset investments 0.8 9.3 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Net cash outflow for capital expenditure and financial investment (113.6) (293.9) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Acquisitions and disposals Closure of operations 12.7 51.3 Sale of subsidiaries (see note 10) 477.0 - Purchase of subsidiaries (125.9) - ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Net cash inflow from acquisitions and disposals 363.8 51.3 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Equity dividends paid (236.9) (247.1) ----------------------------------------- --------- --------- --------- --------- --------- --------- Cash inflow / (outflow) before management of liquid resources and financing 1,320.4 (93.4) ----------------------------------------- --------- --------- --------- --------- --------- --------- Management of liquid resources and financing Management of liquid resources (see note 9ii) 66.7 (89.0) Financing (see note 9iii) (1,507.5) 347.0 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- (1,440.8) 258.0 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- (Decrease) / increase in cash (120.4) 164.6 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Reconciliation of net cash flow to movement in net debt 52 weeks 53 weeks ended ended 2 April 3 April 2005 2004 £m £m ------------------------------------- ------ --------- --------- --------- --------- --------- --------- (Decrease) / increase in cash (120.4) 164.6 Cash (inflow) / outflow from (decrease) / increase in liquid resources (see note 9ii) (66.7) 89.0 Cash inflow from increase in debt financing (see note 9iii) (757.6) (413.6) Debt financing net of liquid resources disposed with subsidiary (see note 10) 839.7 - Exchange and other movements 0.7 (3.3) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Movement in net debt (104.3) (163.3) Opening net debt (1,994.7) (1,831.4) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Closing net debt (2,099.0) (1,994.7) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Notes 1 Basis of preparation The results comprise those of Marks and Spencer Group plc and its subsidiaries for the 52 week period ended 2 April 2005 and have been prepared using accounting polices consistent with those adopted last year. This summary of results does not constitute the full Financial Statements within the meaning of s240 of the Companies Act 1985. The full Financial Statements have been reported on by the Group's auditors, but have not been delivered to the Registrar of Companies. The audit report was unqualified and did not contain a Statement under s237(2) or s237(3) of the Companies Act 1985. 2 Turnover Turnover (excluding sales taxes for international operations) is analysed as follows: 52 weeks 53 weeks ended ended 2 April 3 April 2005 2004 £m £m ------------------------------------- ------ --------- --------- --------- --------- --------- --------- UK Retail (incl. VAT) Clothing 3,837.3 4,032.6 Home 407.6 526.6 Foods 3,509.7 3,490.2 --------- --------- --------- 7,754.6 8,049.4 Less : United Kingdom VAT (719.9) (755.7) --------- --------- --------- 7,034.7 7,293.7 International Retail Marks & Spencer branded businesses (note 1) 455.8 434.4 Kings Super Markets 219.8 243.4 --------- --------- --------- 675.6 677.8 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Total Retailing 7,710.3 7,971.5 Discontinued operations 232.0 330.0 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Total turnover 7,942.3 8,301.5 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Geographical analysis of turnover from continuing operations: United Kingdom 7,034.7 7,293.7 International 675.6 677.8 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- 7,710.3 7,971.5 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Note 1 Marks & Spencer branded businesses within International Retail consists of Republic of Ireland, Hong Kong and sales to franchise operations. The value of goods exported from the UK, including shipments to overseas subsidiaries, amounted to £319.9m (last year £293.0m). 3 Operating profit Operating profit arises as follows: 52 weeks 53 weeks ended ended 2 April 3 April 2005 2004 £m £m ------------------------------------- ------ --------- --------- --------- --------- --------- --------- UK Retail Before exceptional operating charges (note 1) 612.1 762.0 Exceptional operating charges (91.4) (42.1) --------- --------- --------- 520.7 719.9 International Retail Marks & Spencer branded businesses 60.7 44.2 Kings Super Markets 4.3 3.2 --------- --------- --------- 65.0 47.4 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Total Retailing 585.7 767.3 Discontinued operations 32.3 56.6 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Total operating profit 618.0 823.9 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Geographical analysis of operating profit from continuing operations: United Kingdom 520.7 719.9 International 65.0 47.4 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- 585.7 767.3 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Note 1 Includes an operating profit of £9.5m (last year £nil) attributable to acquired operations. 4 Interest charged to cost of sales Financial Services operating profit is stated after charging £64.6m (last year £77.0m) of interest to cost of sales. This interest represents the cost of funding the Financial Services business as a separate segment, including both intra group interest and third party funding. The amount of third party interest payable by the Group amounted to £183.6m (last year £136.1m). 5 Exceptional items 52 weeks 53 weeks ended ended 2 April 3 April 2005 2004 A Exceptional operating charges £m £m ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Head office relocation 8.8 19.6 Head office restructuring programme 6.3 22.5 Board restructure 8.4 - Closure of 'Lifestore' 29.3 - Defence costs 38.6 - ------------------------------------- ------ --------- --------- --------- --------- --------- --------- 91.4 42.1 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- 52 weeks 53 weeks ended ended 2 April 3 April B (Loss) / profit on sale of property 2005 2004 and other fixed assets £m £m ------------------------------------- ------ --------- --------- --------- --------- --------- --------- (Loss) / profit on sale of property and other fixed assets (0.4) 18.7 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- 52 weeks 53 weeks ended ended 2 April 3 April C Profit on sale / closure of 2005 2004 operations £m £m ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Profit / (loss) on sale / closure 208.9 (26.8) Release / utilisation of prior year provision 9.7 26.8 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- 218.6 - ------------------------------------- ------ --------- --------- --------- --------- --------- --------- M&S Continental Total Money Europe £m £m £m ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Net sale proceeds less net assets 208.9 - 208.9 Release of prior year provision - 9.7 9.7 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Net profit on sale / closure of operations 208.9 9.7 218.6 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- The loss on sale / closure of operations in the prior year relates to the closure of the Continental European operations. On 9 November 2004, the Group completed the sale of Marks and Spencer Retail Financial Services Holdings Limited to HSBC Holdings plc. The net sale proceeds were £533.6m after accounting for a pre-sale dividend of £235.0m together with associated disposal costs (see note 10). 6 Taxation The pre-exceptional tax charge for the year was £176.5m (last year £242.0), giving an effective tax rate of 28.5% (last year 30.1%). The tax effect of exceptional items is to reduce this charge by £18.2m (last year £12.7m) to £158.3m (last year £229.3m). 7 Earnings per share The calculation of earnings per ordinary share is based on earnings after tax and non-equity dividends of £584.2m (last year £549.3m), and on 2,006,210,850 ordinary shares (last year 2,266,684,389), being the weighted average number of ordinary shares in issue during the year ended 2 April 2005. The weighted average number of ordinary shares used in the calculation of diluted earnings per ordinary share is 2,023,460,949 ordinary shares (last year 2,282,138,258). An adjusted earnings per share figure has been calculated in addition to the earnings per share required by FRS 14 and is based on earnings excluding the effect of the exceptional items on an after tax basis. It has been calculated to allow the shareholders to gain a clearer understanding of the trading performance of the Group. Details of the adjusted earnings per share are set out below: 52 weeks 53 weeks ended ended 2 April 3 April 2005 2004 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Earnings per share 29.1p 24.2p Exceptional operating charges 3.6p 1.3p Profit on sale of property and other fixed assets - (0.8)p Profit on sale / closure of operations (10.8)p - ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Adjusted earnings per share 21.9p 24.7p Discontinued operations (1.5)p (2.3)p ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Adjusted earnings per share - continuing operations 20.4p 22.4p 53rd week - (1.3)p ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Adjusted earnings per share - continuing operations (52 week basis) 20.4p 21.1p ------------------------------------- ------ --------- --------- --------- --------- --------- --------- 8 Dividends 52 weeks 53 weeks ended ended 2 April 3 April 2005 2004 £m £m ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Dividends on equity shares Ordinary - interim dividend of 4.6p per share (last year 4.4p per share) 76.3 99.5 Ordinary - final dividend of 7.5p per share (last year 7.1p per share) 124.2 160.7 --------- --------- --------- 200.5 260.2 Dividends on non-equity shares B share - interim dividend at 3.36% (last year 2.73%) 1.4 1.6 B share - final dividend at 3.78% (last year 2.86%) 1.4 1.4 --------- --------- --------- 2.8 3.0 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- 203.3 263.2 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- The Directors have proposed a final dividend of 7.5p per share (last year 7.1p per share). This makes a total ordinary dividend of 12.1p per share (last year 11.5p per share). The total cost of dividends on ordinary shares is £200.5m (last year £260.2m). The ordinary shares will be quoted ex dividend on 1 June 2005. The final dividend will be paid on 15 July 2005 to shareholders whose names are on the Register of Members at the close of business on 3 June 2005. Shareholders may choose to take this dividend in shares or in cash. 9 Analysis of cash flows given in the cash flow statement 52 weeks 53 weeks ended ended 2 April 3 April 2005 2004 £m £m ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Operating activities Operating profit 618.0 823.9 Exceptional operating charges (see note 5A) 91.4 42.1 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Operating profit before exceptional operating charges 709.4 866.0 Depreciation 252.2 241.9 Amortisation of goodwill 3.1 - Decrease in working capital (see note 9i) 698.0 6.8 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Net cash inflow before exceptional cash outflow 1,662.7 1,114.7 Exceptional operating cash outflow (87.3) (48.2) ----------------------------------------- --------- --------- --------- --------- --------- --------- Cash inflow from operating activities before contribution to the pension fund 1,575.4 1,066.5 Contribution to the pension fund following 2003 actuarial valuation - (400.0) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Cash inflow from operating activities 1,575.4 666.5 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- 52 weeks 53 weeks ended ended 2 April 3 April 2005 2004 £m £m ------------------------------------- ------ --------- --------- --------- --------- --------- --------- (i) Decrease in working capital Decrease / (increase) in stocks 55.7 (38.9) Increase in customer advances (19.6) (436.5) Increase in customer deposits 697.3 360.7 Decrease in debtors 3.2 21.2 (Decrease) / increase in creditors (38.6) 100.3 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Net cash inflow from decrease in working capital 698.0 6.8 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- (ii) Management of liquid resources Decrease / (increase) in cash deposits treated as liquid resources 55.7 (65.5) Net sale of government securities 7.8 44.6 Net sale / (purchase) of listed investments 3.3 (67.9) Net purchase of unlisted investments (0.1) (0.2) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Cash inflow / (outflow) from decrease / (increase) in liquid resources 66.7 (89.0) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- (iii) Financing Increase / (decrease) in bank loans, overdrafts and commercial paper treated as financing 649.0 (22.3) Drawdown of syndicated bank facility 200.0 - (Redemption) / issue of medium term notes (95.2) 441.7 Redemption of securitised loan notes (2.8) (2.5) Increase / (decrease) in other creditors treated as financing 6.6 (3.3) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Debt financing as shown in analysis of net debt 757.6 413.6 Purchase of own shares (2,300.0) (54.4) Tender Offer expenses (14.9) - Net sale / (purchase) of own shares held by employee trusts 0.6 (3.6) Redemption of B shares (19.2) (33.4) Shares issued under employees' share schemes 68.4 24.8 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Net cash (outflow) / inflow from (decrease) / increase in financing (1,507.5) 347.0 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- 10 Cash flow on disposal of Marks and Spencer Retail Financial Services Holdings Limited As described in note 5C, on 9 November 2004 the Group disposed of its interest in Marks and Spencer Retail Financial Services Holdings Limited to HSBC Holdings plc. £m ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Agreed sale proceeds (net of costs) 768.6 Less: pre-sale dividend (235.0) Less: net cash disposed with business (56.6) ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Net cash flow from disposal 477.0 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Net debt before pre-sale dividend 548.1 Add: pre-sale dividend 235.0 Add: net cash disposed with business 56.6 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- Debt financing net of liquid resources disposed with subsidiary 839.7 ------------------------------------- ------ --------- --------- --------- --------- --------- --------- 11 Date of approval The financial statements for the year ended 2 April 2005 were approved by the Directors on 23 May 2005. 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