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Marks and Spencer Group plc VIEW This Annual Report and our How We Do Business Report online Annual report and financial statements 2012 annualreport.marksandspencer.com marksandspencer.com/howwedobusiness Annual report and financial statements 2012 statements reportAnnual financial and Highlights of the year Index A PAGE F PAGE N PAGE Accountability 45 Finance costs/income 84 Nomination Committee 51 FINANCIAL HIGHLIGHTS Accounting policies 78 Finance leases 79 Non-GAAP performance Group revenue Underlying Group Underlying Group Audit Committee 52 Financial assets 96 measures 84 operating profit profit before tax Auditors’ remuneration 108 Financial instruments 97 P Auditors’ report 73 Financial liabilities 97 Plan A 30 £9.9bn £810.0m £705.9m Principal risks and uncertainties 45 2.0% 1.8% 1.2% B Financial review 34 Board 40 Fixed charge cover 110 R Group profit Underlying Interim + final dividend Remuneration Committee 54 before tax earnings per share Borrowing facilities 97 Food 21 6.2p+10.8p Brand 16 Footfall 12 Remuneration report 54 S £658.0m 34.9p =17.0 p C G 15.7% 0.3% level Capital commitments 104 Going concern 72 Segmental information 82 Capital expenditure 36 Goodwill 78 Shareholder information 111 UK MULTI-CHANNEL INTERNATIONAL Share capital 68, 103 Our UK turnover has a However they shop With 387 stores in Cash flow statement 77 H broadly even split with us – in stores, 43 territories across Corporate governance 38 Hedging reserve 76 Share schemes 91 between Food and online or by phone Europe, the Middle Cost of sales 83 Home 20 Statement of comprehensive income 74 General Merchandise – we aim to provide East and Asia, Critical accounting estimates 81 I Statement of financial position 75 (Clothing and Home). the best and most we are growing and judgements Income statement 74 Stores 24 With 731 UK stores, we convenient shopping our international D sell high-quality, great experience for our presence to make Intangible assets 94 Subsidiary undertakings 78 value food and are the customers, from the M&S brand Deferred tax 103 Interests in voting rights 68 T UK market leaders in purchase through more accessible to Depreciation 79, 83, 95 International Financial Reporting Taxation 36, 79, 85 womenswear, lingerie to delivery. customers around Derivatives 80 Standards 78 TSR 64 and menswear. the world. Diluted earnings per share 74 International 28 Trade and other payables 96 Clothing & Home Multi-channel* International Directors’ emoluments 65 Inventories 79 Trade and other receivables 96 revenue revenue revenue Directors’ interests 63 Investment property 96 W £4.2bn £559m £1.1bn Directors’ report index 72 K Womenswear 18 0.9% 18% 5.8% Directors’ responsibilities 72 Key Performance Measures 12 Dividend cover 110 Kidswear 20 Food revenue Weekly site visits International stores Dividend per share 108 L E Lingerie 18 £4.7bn 3.4m 387 Earnings per share 86 M 3.9% 11.2% 26 Employees 32, 70, 87 Management Committee 14 Number of Shop Your Way Territories Environment 30 Margin (gross) 35 UK stores Marketplace 4 731 455 43 Market value of properties 71 28 stores 11 stores 1 new territory Menswear 20 Multi-channel 26 See page 15 See page 26 See page 28 PLAN A We aim to become the world’s most sustainable retailer and our eco and ethical programme is at the heart of how we do business. Total Plan A Commitments Commitments commitments achieved on target 180 138 30 43 See page 30 This report is printed on Revive Pure uncoated, a 100% recycled paper made from post-consumer collected waste. Revive Pure uncoated is manufactured to the certified environmental management system ISO 14001. * Excluding VAT and is generated across the UK and International business. Last year published including VAT. Designed and produced by Salterbaxter Printed by Royle Print Overview report Directors’ Chairman’s statement 02 Marketplace 04 “ In a challenging How M&S creates value for its shareholders 07 marketplace M&S Strategic review has performed well, Chief Executive’s overview 08 – Our plan in action 10 – Performance against our plan 12 as we continue to – People behind the plan 14 Our plan in action make progress Focus on the UK 15 – Our brand 16 – Clothing and Home 18 against our plans.” – Food 21 Marc Bolland – UK stores 24 Chief Executive Officer Multi-channel 26 International 28 Plan A 30 Our people 32 See page 08 for the Chief Executive’s overview Get the latest shareholder Financial review information online Financial review 34 Viewing our online reporting suite keeps shareholders fully up to date whilst helping us achieve our Plan A objectives. Over 26,000 shareholders How We Do Business Report have signed up for electronic Read more about our progress Governance communications and are this year in our How We Do Chairman’s overview 38 benefiting from more accessible Business Report 2012 at Board of directors 40 and interactive information. marksandspencer.com/ Leadership 42 To register, simply go to hwdbreport2012 Effectiveness 44 marksandspencer.com/investors Plan A Accountability 45 and follow the ‘Electronic For highlights of our performance Engagement 49 Shareholder Communication’ link. against Plan A go to page 30 Pensions governance 50 Investor Relations app of this report. For more detailed Nomination Committee 51 The Marks & Spencer Investor information about Plan A go to Audit Committee 52 Relations app provides the latest marksandspencer.com/plana Remuneration report 54 investor and financial media Discover more – go online Other disclosures 68 information in an iPad-optimised Wherever you see the ‘discover Independent auditors’ report 73 format. The app delivers the more’ logo in this report it’s an latest share price information indication that we have video and corporate news as well as content about the relevant financial reports, presentations project in our online version and corporate video. For Financial statements and other information of the annual report more information visit marksandspencer.com/ Consolidated income statement 74 marksandspencer.com/investors annualreport2012 Consolidated statement of 74 comprehensive income Consolidated statement of financial position 75 discover Consolidated statement of changes in equity 76 more Consolidated cash flow information 77 Notes to the financial statements 78 Company statement of financial position 107 Company statement of changes in 107 shareholders’ equity Company statement of cash flows 107 Company notes to the financial statements 108 Group financial record 110 Shareholder information 111 Index IBC Overview Marks and Spencer Group plc Annual report and financial statements 2012 02 Chairman’s statement My first full year as Chairman has been one of continued progress for M&S. Our executive team has driven forward our business plans with consistency and pace. The strategy, set out by Marc Bolland in November 2010, withstood the test of continued evaluation by the Board. Despite challenging market conditions that have put ongoing pressure on our customers’ budgets, we are all agreed on our course. The key now is execution of our strategy to become an international, multi-channel retailer. As a Board, we have undertaken an Over the last 12 months we maintained “Our plan has ordered transition towards our now our focus on these key aspects and will established governance structure. continue to do so in the year ahead. We have in place a talented group of stood the test With implementation of our strategy individuals with a rich mix of experience. underway, the Board provided ongoing of continued We are unified by a shared ambition to enquiry and support to our executive guide M&S to the very best future; directors; ensuring they deliver the evaluation and delivering sustainable growth as an business plan effectively and efficiently international, multi-channel retailer. debate.” in a difficult trading environment. Performance and dividend Robert Swannell We looked carefully at our Board Chairman In a tough market, M&S has made composition, considering the skills progress on a number of fronts, with required to better inform our debate. We DIVIDEND sales up 2%. Our results demonstrate recognised the need to strengthen our a good performance against our Interim dividend paid on consumer and international experience strategic goals. We made important 13 January 2012 and were therefore delighted to welcome improvements in our UK business – our two new non-executive directors; enhancing our stores and products 6.2p per share Vindi Banga and Miranda Curtis, both of and strengthening our brand. whom have abundant expertise in these Final dividend to be paid Our Multi-channel business grew fields. We will continue to ensure that we on 13 July 2012 ahead of the market and we saw have the right balance of skills as we double digit growth in our priority move forward. 10.8p per share international markets. Louise Patten and Sir David Michels We are committed to delivering Total dividend for retired this year. I would like to thank 2011/12 consistent returns to our shareholders. them both for their considerable We intend to pay a final dividend of contributions to the Board and I must per share 10.8p; in line with the dividend policy 17.0 p pay particular tribute to David in his set out last year. roles as Deputy Chairman and Senior Governance and the Board Independent Director. I am delighted Last year, I set three clear priorities for that Jan du Plessis agreed to succeed the Board: David as Senior Independent Director. – First, to debate and agree the best Having the right people in this business strategy for the Company and hold is critical to our success. Over the last the executive team accountable for 12 months the Board has devoted more its execution; time to ensuring we have the best team – Second, to ensure we have the most to deliver the best results, not just today talented team to execute this strategy but over the longer term.