Final Results - Part 2 of 2
Burberry Group PLC
25 May 2006
Part 2 of 2
29 Employee costs
Staff costs, including directors' emoluments, during the year are as shown
below. The directors' emoluments are separately disclosed in the 'Report on
Directors' remuneration and related matters', this includes gains arising on the
exercise of share options.
Year Year
to to
31 31
March March
2006 2005
£m £m
Wages and salaries 124.7 107.4
Social security costs 13.9 12.4
Share based compensation (all awards settled in shares) 7.4 9.5
Other pension costs (see note 30) 2.7 2.4
Total 148.7 131.7
The average number of full time equivalent employees (including directors)
during the year are as follows:
Year to Year to
31 March 31 March
2006 2005
Number of Number of
employees employees
*
Spain 917 904
Europe 2,149 1,982
North America 902 837
Asia Pacific 683 506
Total 4,651 4,229
*Restated to include employees omitted in prior period.
The total compensation paid to key management, defined as the executive and
non-executive directors, during the year are as follows:
Year Year
to to
31 31
March March
2006 2005
£m £m
Salaries and short term benefits 4.3 4.0
Post-employment benefits 0.5 0.2
Share based compensation 3.8 5.1
Total 8.6 9.3
In addition, aggregate gains on the exercise of options in the year to 31 March
2006 were £8.4m (2005: £6.4m).
Share options granted to directors and employees
The share option schemes have been valued using the Black-Scholes option pricing
model. The Senior Executive Restricted Share Plan 2004, which has market based
performance conditions attached, has been valued using the Black-Scholes pricing
model with a discount applied to this value, based on information obtained by
running a Monte Carlo simulation model on the scheme.
SAYE share option scheme
A Save As You Earn (SAYE) share option scheme offering GUS plc ordinary shares
was introduced for employees in the UK by GUS plc in the year to 31 March 2002,
with a further option scheme offered to all UK employees of GUS plc in the year
to 31 March 2003. For both of the grants made, employees were entitled to save
for either three years or five years.
The options granted in the year to 31 March 2002 are exercisable from 1 May 2004
(three year) and 1 May 2006 (five year) and are dependent on continued
employment over the vesting period. The options granted in the year to 31 March
2003 are exercisable from 1 September 2005 (three year) and 1 September 2007
(five year) and are dependent on continued employment, as well as a saving
obligation over the vesting period.
The exercise price for these options is calculated at a 20 percent discount to
market price over the three dealing days preceding the grant date. Three day
averages are calculated by taking middle market quotations of a GUS plc share
from the London Stock Exchange.
Movements in the number of SAYE share options in GUS plc shares outstanding and
their weighted average exercise price are as follows:
Weighted Number Weighted Number of
average of average shares
exercise shares exercise under
price under option as
option price at 31
as at 31 March
March 2005
2006
Outstanding at 1 April 432.5p 187,891 408.3p 404,258
Lapsed during the year 429.5p (15,119) 422.0p (14,389)
Exercised during the year 492.3p (43,024) 384.8p (201,978)
Outstanding at 31 March 413.0p 129,748 432.5p 187,891
Exercisable at 31 March - - - -
SAYE share options in GUS plc shares outstanding at the end of the year have the
following expiry date and exercise prices:
Option term Exercise Number Number
price of of
shares shares
under under
option option
as at as at
31 31
March March
2006 2005
5 July 2002 - 28 February 2006 523.0p - 36,184
9 February 2001 - 31 October 2006 384.0p 102,723 122,406
5 July 2002 - 29 February 2008 523.0p 27,025 29,301
Total 129,748 187,891
The administrative costs of this scheme have not been borne by Burberry Group
and are not considered to be material.
As a result of the demerger from GUS plc on 13 December 2005, the employees who
held options at this date as part of the GUS SAYE share option scheme have six
months from the date of the demerger to exercise these options.
Share options and awards
i) GUS schemes
Share options have been granted to Burberry employees under the GUS 1998
Approved and Non-Approved Executive Share Option Schemes during the years to 31
March 2001 and 2002 in respect of the ordinary shares of GUS plc.
The options awarded in the year to 31 March 2001 were exercisable from 7 April
2003. The options awarded in the year to 31 March 2002 were exercisable from 11
June 2004. These options have a non-market performance condition attached. The
options may be exercised if GUS adjusted earnings per share over a period of
three consecutive financial years have increased by an average of at least four
percent per annum more than the growth in the Retail Prices Index. The period of
assessment commences at the beginning of the financial year of grant.
Movements in the number of share options outstanding and their weighted average
exercise price are as follows:
Weighted Number of Weighted Number of
average shares average shares
exercise under exercise under
price option as option as
at 31 price at 31
March March
2006 2005
Outstanding at 1 April 595.2p 500,007 608.5p 1,328,829
Lapsed during the year - - 635.0p (119,624)
Exercised during the year 580.9p (299,564) 613.4p (709,198)
Outstanding at 31 March 616.6p 200,443 595.2p 500,007
Exercisable at 31 March 616.6p 200,443 595.2p 500,007
Share options outstanding at the end of the year have the following expiry date
and exercise prices:
Option term Exercise Number Number
price of of
shares shares
under under
option option
as at as at
31 31
March March
2006 2005
7 April 2000 - 7 April 2010 375.7p - 40,458
11 June 2001 - 11 June 2011 612.7p 165,799 421,717
17 December 2001 - 17 December 2011 635.0p 34,644 37,832
Total 200,443 500,007
As a result of the demerger from GUS plc on 13 December 2005, the employees who
held options at this date as part of the GUS share option scheme have six months
from the date of the demerger to exercise these options.
ii) The Burberry IPO Senior Executive Restricted Share Plan (the 'RSP')
On 11 July 2002 awards in respect of a total of 8,100,198 Ordinary Shares were
made to directors and senior management under the RSP.
The restricted shares vest in three stages, 50 percent are exercisable after
three years, 25 percent are exercisable after four years and 25 percent are
exercisable after five years. The vesting of these share options is dependent on
continued employment over the vesting period.
Obligations under this plan may be met by the issue of Ordinary Shares of the
Company.
Movements in the number of share options outstanding and their weighted average
exercise price are as follows:
Weighted Number of Weighted Number of
average shares average shares
exercise under exercise under
price option as price option as
at at
31 March 31 March
2006 2005
Outstanding at 1 April Nil 6,571,640 Nil 7,718,894
Granted during the year Nil - Nil 231,640
Lapsed during the year Nil (911,640) Nil (343,894)
Exercised during the year Nil (2,050,000) Nil (1,035,000)
Outstanding at 31 March Nil 3,610,000 Nil 6,571,640
Exercisable at 31 March Nil 12,499 Nil -
Share options outstanding at the end of the year have the following terms and
exercise prices:
Option term Exercise Number of Number of
price shares shares
under under
option as option as
at at 31
31 March March
2006 2005
11 July 2002 - 11 July 2012 Nil 3,610,000 6,340,000
2 August 2004 - 2 August 2014 Nil - 231,640
Total 3,610,000 6,571,640
Equity swaps have been entered into to cover future employer's National
Insurance liability (or overseas equivalent) that may arise in respect of this
plan.
iii) Burberry Senior Executive Restricted Share Plan 2004
On 21 July 2005 awards in respect of a total of 1,904,732 (2005: 1,367,592)
Ordinary Shares were made to directors and senior management under the 2004 RSP.
The options vest in three stages, 50 percent are exercisable after three years,
25 percent are exercisable after four years and 25 percent are exercisable after
five years. The vesting of these share options is dependent on two performance
conditions. Vesting of RSP shares is based 50 percent on Burberry's three year
total Shareholder return (TSR) relative to peers and 50 percent on three year
growth in profit before taxation ('PBT'). Awards vest in full only if Burberry
achieves at least upper quartile TSR compared to its global peers and at least
15 percent per annum profit growth, and the executive remains in employment with
Burberry for at least five years. A proportion of an award (12.5%) may vest if
TSR performance exceeds the median of the peer group or if PBT growth exceeds
five percent per annum over three years. The vesting of these share options is
also dependent on continued employment over the vesting period.
An additional grant in respect of 508,474 (2005: nil) Ordinary Shares was made
to Angela Ahrendts on 31 January 2006.
These options vest in three stages, 50 percent are exercisable after three
years, 25 percent are exercisable after four years and 25 percent are
exercisable after five years. The performance conditions attached with this
award are the same as those attached to previous awards under this scheme;
however, the performance period for this award is only two years.
Shares have been purchased by the Burberry Group plc ESOP Trust to meet
obligations under this plan. Movements in the number of share options
outstanding and their weighted average exercise price are as follows:
Weighted Number of Weighted Number of
average shares average shares
exercise under under
option as exercise option as
price at price at
31 March 31 March
2006 2005
Outstanding at 1 April Nil 1,342,592 - -
Granted during the year Nil 2,413,206 Nil 1,367,592
Lapsed during the year Nil (190,321) Nil (25,000)
Outstanding at 31 March Nil 3,565,477 Nil 1,342,592
Exercisable at 31 March - -
Share options outstanding at the end of the year have the following terms and
exercise prices:
Option term Exercise Number of Exercise Number of
shares shares
price under price under
option as option as
at at
31 March 31 March
2006 2005
2 August 2004 - 2 August 2014 Nil 1,322,592 Nil 1,342,592
21 July 2005 - 21 July 2015 Nil 1,734,411 - -
31 January 2006 - 31 January 2016 Nil 508,474 - -
Total Nil 3,565,477 Nil 1,342,592
Equity swaps have been entered into to cover future Employer's National
Insurance liability (or overseas equivalent) that may arise in respect of this
scheme.
For the new awards made on 21 July 2005, the fair value for those restricted
shares with the profit before tax performance condition was determined as £4.27
by applying the Black-Scholes option pricing model. A discount was applied to
the restricted shares with the total shareholder return performance condition,
by applying the Monte Carlo model. The fair value for these restricted shares
was determined to be £1.46.
For the new awards made on 31 January 2006, the fair value for those restricted
shares with the profile before tax performance conditions was determined as
£4.34 by applying the Black-Scholes option - price model. A discount was applied
to the restricted shares with the total Shareholder return performance
condition, by applying the Monte Carlo model. The fair value for these
restricted shares was determined to be £1.82.
As dividends accrue during the vesting period, expected dividends were not
incorporated into the measurement of fair value. The key factors used in
determining the fair value of the options were as follows:
21 July 31 January
2005 2006
Weighted average share price at grant £4.27 £4.34
date
Exercise price - -
Option life Equivalent to Equivalent to
vesting period vesting period
Expected volatility 28.5% 29.4%
Risk free interest rate 4.3% 4.2%
Expected volatility was determined by calculating the historic annualised
standard deviation of the continuously compounded rates of return on the shares
over a period of time, prior to the grant, equivalent to the life of the option.
As share price information was only available for Burberry Group plc from July
2002 an average of a comparator group of companies was used prior to this date.
The average expected volatility over the life of the option was used.
iv) Burberry Restricted Share Reinvestment Plan
On 21 July 2005 awards in respect of a total of 782,500 (2004: nil) Ordinary
Shares were made to senior management under the Restricted Share Reinvestment
Plan.
The options vest in two stages, 50 percent are exercisable after three years and
50 percent are exercisable after four years. The vesting of these share options
is dependent on the employee holding the original IPO RSP shares which were
awarded and which vested on 11 July 2005. The vesting of these share options is
also dependent on continued employment over the vesting period.
Movements in the number of share options outstanding and their weighted average
exercise price are as follows:
Weighted Number Weighted Number
average of average of
exercise shares exercise shares
price under under
option price option
as at as at
31 31
March March
2006 2005
Outstanding at 1 April - - - -
Granted during the year Nil 782,500 - -
Outstanding at 31 March Nil 782,500 - -
Exercisable at 31 March - - - -
Share options outstanding at the end of the year have the following expiry date
and exercise prices:
Option term Exercise Number Exercise Number
of of
Price shares price shares
under under
option option
as at as at
31 31
March March
2006 2005
21 July 2005 - 21 July 2015 Nil 782,500 - -
Total - 782,500 - -
Equity swaps have been entered into to cover future Employer's National
Insurance liability (or overseas equivalent) that may arise in respect of this
scheme.
For the new awards made during the year to 31 March 2006, the fair value was
determined as £4.27 by applying the Black-Scholes option pricing model. As
dividends accrue during the vesting period, expected dividends were not
incorporated into the measurement of fair value. The key factors used in
determining the fair value of the options were as follows:
Weighted average share price at grant date £4.27
Exercise price -
Option life Equivalent to vesting
period
Expected volatility 27.8%
Risk free interest rate 4.2%
Expected volatility was determined by calculating the historical annualised
standard deviation of the continuously compounded rates of return on the shares
over a period of time, prior to the grant, equivalent to the life of the option.
As share price information was only available for Burberry Group plc from July
2002 an average of a comparator group of companies was used prior to this date.
The average expected volatility over the life of the option was used.
v) The Burberry Senior Executive IPO Share Option Scheme ('the IPO Option
Scheme')
On 11 July 2002 awards in respect of a total of 5,955,198 Ordinary Shares were
made to directors and senior management under the IPO Option Scheme.
Participants' awards were made in the form of options with an exercise price
equal to the price on flotation, £2.30 per Ordinary Share.
The options vest in three stages, 33 percent are exercisable after one year, 33
percent are exercisable after two years and 33 percent are exercisable after
three years. The vesting of these share options is dependent on continued
employment over the vesting period. Obligations under this scheme may be met by
the issue of Ordinary Shares of the Company.
Movements in the number of share options outstanding and their weighted average
exercise price are as follows:
Weighted Number of Weighted Number of
average shares average shares
exercise under exercise under
price option as option as
at price at
31 March 31 March
2006 2005
Outstanding at 1 April 230.0p 2,456,683 230.0 p 4,465,998
Lapsed during the year - - 230.0 p (102,966)
Exercised during the year 230.0p (1,614,178) 230.0 p (1,906,349)
Outstanding at 31 March 230.0p 842,505 230.0 p 2,456,683
Exercisable at 31 March 230.0p 842,505 230.0 p 728,351
Share options outstanding at the end of the year have the following terms and
exercise prices:
Option term Exercise Number Number of
price of shares
shares under
under option as
option at
as at 31 March
31
March 2005
2006
11 July 2002 - 11 July 2012 230.0p 842,505 2,456,683
Total 842,505 2,456,683
Equity swaps have been entered into to cover future employer's National
Insurance liability (or overseas equivalent) that may arise in respect of this
plan.
vi) The Burberry Group plc Executive Share Option Scheme 2002
During the year ended 31 March 2006 options were granted to a director in
respect of Ordinary Shares in the Company under the Executive Share Option
Scheme. A total of 833,333 (2005: 2,002,290) options were awarded to a director
at an exercise price of £4.23 (2004: £3.78).
The options vest in three stages, 33 percent are exercisable after one year, 33
percent are exercisable after two years and 33 percent are exercisable after
three years. The vesting of these share options is dependent on continued
employment over the vesting period.
Movements in the number of share options outstanding and their weighted average
exercise price are as follows:
Weighted Number of Weighted Number of
average shares average shares
exercise under under
price option as exercise option as
at price at
31 March 31 March
2006 2005
Outstanding at 1 April 315.4p 4,183,378 258.0p 2,939,033
Granted during the year 423.0p 833,333 378.0p 2,002,290
Lapsed during the year 361.7p (221,091) 258.0p (75,132)
Exercised during the year 274.8p (860,128) 258.0p (682,813)
Outstanding at 31 March 342.0p 3,935,492 315.4p 4,183,378
Exercisable at 31 March 320.0p 1,093,276 258.0p 334,197
Share options outstanding at the end of the year have the following terms and
exercise prices:
Option term Exercise Number of Number of
price shares shares
under under
option as option as
at at
31 March 31 March
2006 2005
13 June 2003 - 12 June 2013 258.0p 1,411,509 2,181,088
2 August 2004 - 2 August 2014 378.0p 1,690,650 2,002,290
21 July 2005 - 21 July 2015 423.0p 833,333 -
Total 3,935,492 4,183,378
Equity swaps have been entered into to cover future Employer's National
Insurance liability (or overseas equivalent) that may arise in respect of this
scheme.
For the new awards made during the year to 31 March 2006, the weighted average
fair value was determined as £1.16 by applying the Black-Scholes option pricing
model. As dividends accrue during the vesting period, expected dividends were
not incorporated into the measurement of fair value. The key factors used in
determining the fair values of the options were as follows:
Weighted average share price at grant date £4.27
Exercise price £4.23
Option life 2 years after
vesting
Expected volatility 24.8%
Expected dividends -
Risk free interest rate 4.2%
Expected volatility was determined by calculating the historic annualised
standard deviation of the continuously compounded rates of return on the shares
over a period of time, prior to the grant, equivalent to the life of the option.
As share price information was only available for Burberry Group plc from July
2002 an average of a comparator group of companies was used prior to this date.
The average expected volatility over the life of the option was used.
vii) All Employee Share Plan
During the year to 31 March 2006, all employees were offered 369,240 (2005:
471,050) Ordinary Shares in the Company with options over the awards at a nil
exercise price under an all Employee Share Plan.
All awards vest after three years and the vesting of these share options is
dependent on continued employment over the vesting period.
These Ordinary Shares are held in two trusts, being the Burberry Group Share
Incentive Plan and the Burberry Group plc ESOP Trust. The Ordinary Shares must
be held in trust between three and five years.
Movements in the number of share options outstanding and their weighted average
exercise price are as follows:
Weighted Number of Weighted Number of
average shares average shares
exercise under exercise under
price option as price option as
at at
31 March 31 March
2006 2005
Outstanding at 1 April Nil 1,029,100 Nil 717,791
Granted during the year Nil 369,240 Nil 471,050
Lapsed during the year Nil (143,040) Nil (133,252)
Exercised during the year Nil (237,720) Nil (26,489)
Outstanding at 31 March Nil 1,017,580 Nil 1,029,100
Exercisable at 31 March Nil 52,650 Nil -
Share options outstanding at the end of the year have the following terms and
exercise prices:
Option term Exercise Number of Number of
price shares shares
under under
option as option as
at at
31 March 31 March
2006 2005
12 July 2002 - 18 July 2082* Nil 52,650 105,850
12 July 2002 - 19 October 2005 Nil - 176,700
30 August 2003 - 18 July 2082* Nil 101,350 119,750
30 August 2003 - 7 October 2006 Nil 174,800 202,650
30 July 2004 - 30 October 2007 Nil 212,650 252,400
20 August 2004 - 18 July 2082* Nil 148,250 171,750
10 June 2005 - 10 June 2008 Nil 200,720 -
1 September 2005 - 18 July 2082* Nil 127,160 -
Total 1,017,580 1,029,100
*No date has been specified when awards lapse. The cessation date of the trust
in which the awards are held is 18 July 2082.
Equity swaps have been entered into to cover future Employer's National
Insurance liability (or overseas equivalent) that may arise in respect of this
scheme.
For the new awards made during the year to 31 March 2006, the weighted average
fair value was determined as £4.16 by applying the Black-Scholes option pricing
model. As dividends accrue during the vesting period, expected dividends were
not incorporated into the measurement of fair value. The key factors used in
determining the fair value of the options were as follows:
Weighted average share price at grant date £4.16
Exercise price -
Option life 3 years
Expected volatility 26.1%
Risk free interest rate 4.2%
Expected volatility was determined by calculating the historic annualised
standard deviation of the continuously compounded rates of return on the shares
over a period of time, prior to the grant, equivalent to the life of the option.
As share price information was only available for Burberry Group plc from July
2002 an average of a comparator group of companies was used prior to this date.
The average expected volatility over the life of the option was used.
viii) Co-investment Scheme
During the year to 31 March 2006, awards were made under this plan in respect of
984,473
(2005: 221,703) Ordinary Shares in the Company. The options are exercisable
after three years and are dependent on continued employment during the vesting
period.
Shares have been purchased by the Burberry Group plc ESOP Trust to meet the
obligations under this plan.
Movements in the number of share options outstanding and their weighted average
exercise price are as follows:
Weighted Number of Weighted Number
average shares average of
exercise under exercise shares
price option as under
at price option
as at
31 March 31
2006 March
2005
Outstanding at 1 April Nil 221,703 - -
Granted during the year Nil 984,473 Nil 221,703
Lapsed during the year Nil (131,654) - -
Outstanding at 31 March Nil 1,074,522 Nil 221,703
Exercisable at 31 March - - - -
Share options outstanding at the end of the year have the following expiry date
and exercise prices:
Option term Exercise Number of Exercise Number
price shares of
under price shares
option as under
at option
as at
31 March 31
March
2006 2005
29 July 2004 - 29 July 2009 Nil 213,996 Nil 221,703
21 July 2005 - 21 July 2015 Nil 860,526 - -
Total Nil 1,074,522 Nil 221,703
Equity swaps have been entered into to cover future Employer's National
Insurance liability (or overseas equivalent) that may arise in respect of this
scheme.
For the new awards made during the year to 31 March 2006, the weighted average
fair value was determined as £4.27 by applying the Black-Scholes option pricing
model. As dividends accrue during the vesting period, expected dividends were
not incorporated into the measurement of fair value. The key factors used in
determining the fair value of the options were as follows:
Weighted average share price at grant date £4.27
Exercise price -
Option life 3 years
Expected volatility 26.8%
Risk free interest rate 4.2%
Expected volatility was determined by calculating the historic annualised
standard deviation of the continuously compounded rates of return on the shares
over a period of time, prior to the grant, equivalent to the life of the option.
As share price information was only available for Burberry Group plc from July
2002 an average of a comparator group of companies was used prior to this date.
The average expected volatility over the life of the option was used.
30 Retirement benefit obligations
Burberry Group provides post-retirement arrangements for its employees in the UK
and its overseas operations, which are both defined benefit and defined
contribution in nature. Where arrangements are funded, assets are held in
independently administered trusts.
The balance sheet obligations in respect of Burberry Group's post-retirement
arrangements, assessed in accordance with IAS 19, were:
As at As at
31 31
March March
2006 2005
£m £m
Defined benefit schemes
GUS defined benefit scheme UK - 1.0
Supplemental executive retirement plan US* 1.4 0.9
Retirement indemnities France 0.2 0.2
Burberry (Taiwan) Co Ltd retirement scheme 0.2 -
Total obligation 1.8 2.1
*The plans in the US are classified as defined benefit schemes under IAS 19
because their exact cost cannot be quantified as the funds are subject to
notional indexation according to specified investment return indices.
No prepayments or obligations in respect of defined contributions schemes were
outstanding at 31 March 2006 (2005: nil).
The pension costs charged to the income statement in respect of the main plans
were:
Year Year
to to
31 31
March March
2006 2005
£m £m
Defined benefit schemes
GUS defined benefit scheme UK 0.4 0.7
Supplemental executive retirement plan US 0.3 0.3
Defined contribution schemes
GUS money purchase pension plan UK 1.0 0.7
Burberry money purchase plan US 0.9 0.6
Burberry Asia Limited retirement scheme 0.1 0.1
Total pension costs 2.7 2.4
Defined benefit schemes
GUS defined benefit scheme UK
Prior to the demerger of Burberry from GUS plc on 13 December 2005, it was
agreed that existing employees of Burberry Group who were participating in the
GUS defined benefit scheme (the 'GUS Pension Scheme') would continue to do so
until 31 December 2007 or such earlier date as required by HM Customs & Revenue
or by Burberry. When the eventual withdrawal of members of the Burberry Group
from the GUS Pension Scheme takes place on or before 31 December 2007, Burberry
must pay any liabilities due under section 75 or 75A of the Pensions Act 1995.
GUS has indemnified Burberry on an after tax basis against any amounts which are
in excess of £1.25m.
The following disclosures regarding the GUS defined benefit scheme UK have been
included for completeness as required by IAS 19 and the assets have been
restricted in accordance with the standard as it is not likely that Burberry
will be able to benefit from this surplus.
The GUS Pension Scheme has rules which specify the benefits to be paid and is
financed accordingly, with assets being held in independently administered
funds.
A full actuarial valuation of the GUS Pension Scheme is carried out every three
years with interim reviews in the intervening years. The last full valuation was
carried out as at 31 March 2004 by independent qualified actuaries, Watson Wyatt
Limited, using the projected unit method.
As a result of the 31 March 2004, valuation it became possible to separately
identify the underlying assets and liabilities which relate to the Burberry
Group. Therefore, since the valuation, Burberry Group has accounted for its
proportionate share of the overall defined benefit obligation, scheme assets and
costs.
The valuation of the GUS Pension Scheme used for Burberry Group's IAS 19
disclosures for the year to 31 March 2006 has been based on an update of the 31
March 2004 valuation. As at 31 March 2006, this update showed that there was an
excess in the value of the assets of the GUS Pension Scheme, when compared to
the value of the liabilities, on the basis set out below. The overall excess was
approximately £22.2m as at 31 March 2006 (2005: deficit £6.6m) before allowing
for deferred tax. Burberry Group's proportionate share of this excess was
approximately £1.8m (2005: deficit £1.0m) before allowing for deferred tax. This
surplus has been restricted as explained above.
Burberry Group's disclosures in respect of its continued participation in the
GUS Pension Scheme are shown below. The disclosures are in accordance with IAS
19 and recognise all gains/losses immediately through a Group Statement of
Recognised Income and Expense (SORIE).
The valuation assumptions
The principal actuarial assumptions used in the IAS 19 valuation of the Burberry
Group portion of the GUS Pension Scheme are the same as those used for the whole
of the GUS Pension Scheme and are shown below:
Year Year
to to
31 31
March March
2006 2005
% %
Discount rate 4.9 5.4
Rate of inflation 2.9 2.9
Rate of salary increases 4.7 4.7
Rate of increases for pensions in payment and deferred pensions 2.9 2.9
Expected return on plan assets 6.8 7.0
The expected return on plan assets is calculated by reference to the GUS Pension
Scheme investments at the year end and is a weighted average of the expected
returns on each main asset type (based on the market yields available on these
asset types at the year end). The main asset types held by the GUS Pension
Scheme (expressed as a percentage of total assets) and their expected returns
are as follows:
Asset Expected Asset Expected
allocation return allocation return
at for the at for the
next next
31 March year 31 March year
2006 2005
% % % %
Equities 67 7.9 67 8.0
Fixed and index linked income securities 30 4.6 31 5.1
Other 3 3.7 2 3.7
Total 100 6.8 100 7.0
The IAS 19 valuation assumes mortality will be in line with standard tables
known as PMA92C2004 for males and PFA92C2004 for females. An allowance is also
made for anticipated future improvements in life expectancy, by assuming that
the probability of death occurring at each age will decrease by 0.25% each year.
Overall, the average expectation of life on retirement in normal health is
assumed to be:
• 18.9 years at age 65 for a male currently aged 65;
• 22.0 years at age 65 for a female currently aged 65;
• 19.6 years at age 65 for a male currently aged 50; and
• 22.9 years at age 65 for a female currently aged 50.
Based on the method and assumptions outlined above, the amount recognised in
Burberry Group's balance sheet is determined as follows:
As at As at
31 31
March March
2006 2005
£m £m
Present value of Burberry Group's share of scheme's liabilities (39.4) (35.0)
(the defined benefit obligation)
Market value of Burberry Group's share of scheme's assets 41.2 34.0
Net asset/(liabilities) 1.8 (1.0)
Restricted recognition of assets (1.8) -
Net assets/(liabilities) recognised in the balance sheet - (1.0)
Amounts for the current and previous two periods are as follows:
As at As at As at
31 31 31
March March March
2006 2005 2004
£m £m £m
Defined benefit obligation (39.4) (35.0) (30.9)
Market value of assets 41.2 34.0 29.4
Surplus/(deficit) 1.8 (1.0) (1.5)
Restricted recognition of assets (1.8) - -
Surplus/(deficit) recognised - (1.0) (1.5)
Experience adjustments on liabilities (3.3) (2.9) (2.0)
Experience adjustments on assets 5.8 1.4 3.8
The amount recognised in the income statement are as follows:
Year Year
to to
31 31
March March
2006 2005
£m £m
Current service cost (included in net operating costs) (0.9) (0.9)
Interest cost (included in net finance income) (1.8) (1.7)
Expected return on plan assets (included in net finance income) 2.3 1.9
Total included within employee costs (0.4) (0.7)
The amount recognised in the Group Statement of Recognised Income and Expense
(SORIE) is as follows:
Year Year
to to
31 31
March March
2006 2005
£m £m
Loss on liabilities (3.3) (2.9)
Gain on assets 5.8 1.4
Total gain/(loss) 2.5 (1.5)
Restricted recognition of assts (1.8) -
Total gain/(loss) included in statement of recognised income and 0.7 (1.5)
expense in year
Cumulative actuarial gain included in statement of recognised 1.0 0.3
income and expense
Changes in the present value of the defined benefit obligation are as follows:
As at As at
31 31
March March
2006 2005
£m £m
Opening defined benefit obligation (35.0) (30.9)
Current service cost (0.9) (0.9)
Interest cost (1.8) (1.7)
Employee contributions (0.2) (0.2)
Actuarial gain/(loss) on liabilities (3.3) (2.9)
Benefits paid 1.8 1.6
Closing defined benefit obligation (39.4) (35.0)
Changes in the fair value of the plan assets are as follows:
As at As at
31 31
March March
2006 2005
£m £m
Opening fair value of plan assets 34.0 29.4
Expected return 2.3 1.9
Actuarial gain on assets 5.8 1.4
Contributions paid by employer 0.7 2.7
Contributions paid by employee 0.2 0.2
Benefits paid (1.8) (1.6)
Closing fair value of plan assets 41.2 34.0
The actual return on the plan assets in the year to 31 March 2006 was £8.1m
(2005: £3.3m).
Burberry Group's total contributions to the GUS Pension Scheme during the year
ended 31 March 2006 were £0.7m (2005: £2.7m). The group expects to contribute
£0.7m in the year to 31 March 2007.
Supplemental executive retirement plan US
Rose Marie Bravo is entitled to these plans as explained in the 'Report on
Directors' remuneration and related matters'. Payments are made into the
Supplemental executive retirement plan based on a percentage of salary and
benefits. Interest is earned on the scheme at a rate of 4.6% (2005: 4.4%).
Retirement indemnities France
Burberry France S.A. offers lump sum benefits at retirement to all employees
that are employed by the company based on the length of service and salary.
There are no assets held by Burberry Group companies in relation to this
commitment.
Burberry (Taiwan) Co. Ltd retirement scheme
Burberry (Taiwan) Co. Ltd offers lump sum benefits at retirement to employees
transferred from one of the previous operators based on the length of service up
to date of transfer (i.e. 1 August 2005) and salary at retirement. There are no
assets held by Burberry Group companies in relation to this commitment
Starting from 1 August 2005, all employees of the company join the defined
contribution scheme operated under local labour ordinance.
Defined contribution schemes
GUS money purchase pension plan UK
This scheme was introduced during the year ended 31 March 1999 with the aim of
providing pension benefits for those GUS group employees in the UK who,
hitherto, had been ineligible for GUS defined benefit pension scheme membership.
The assets of this scheme are held separately from those of GUS plc in an
independently administered fund.
Burberry money purchase plan US
Burberry Group administers a Money Purchase Plan in the US (a 401(k) scheme),
which covers all eligible full-time employees who have reached the age of 21 and
have completed one full year of service. The assets of the scheme are held
separately from those of Burberry Group in an independently administered fund.
Burberry Asia Limited retirement scheme
Burberry Group administers a Money Purchase Plan in Hong Kong, which covers all
eligible full-time employees. The assets of the scheme are held separately from
those of Burberry Group in an independently administered fund.
31 Related party transactions
GUS plc and other GUS related companies were related parties of the Burberry
Group until 12 December 2005 as GUS plc owned the majority shareholding in
Burberry Group plc. On 13 December 2005 Burberry Group demerged from GUS plc,
services provided since this date have been done so in accordance with the
Demerger agreement. Set out below are the transactions undertaken prior to 13
December 2005.
(a) Trading transactions and balances arising in the normal course of business
The following purchases and balances have arisen from transactions between
Burberry Group and GUS related companies. The services purchased by Burberry
Group include treasury and cash management, tax management, insurance and
insurance management, pension, human resources, employee benefit administration,
vehicle hire, property advice, marketing services, credit references,
distribution and warehouse facilities, and certain internal audit support.
Purchases
from
GUS related
companies for
the
year to 31
March
Related party Related party's relationship 2006 2005
until 13 December 2005 £m £m
Purchases from related parties
GUS plc and related companies Ultimate parent company 1.8 2.4
Total 1.8 2.4
Amounts due
to
GUS related
companies
as at 31
March
Related party Related party's relationship 2006 2005
until 13 December 2005 £m £m
Related party creditors
GUS plc and related companies Ultimate parent company - 6.8
Total - 6.8
(b) Funding transactions and balances arising in the normal course of business
Amounts have been deposited with GUS group companies in accordance with
Burberry's counterparty risk policy during the year. No amounts were deposited
with GUS at 31 March 2006 (2005: £18.3m).
In addition forward currency contracts have been undertaken with GUS related
companies during the year, which have been subject to Burberry's counterparty
risk policy. No such hedges were outstanding as at 31 March 2006 (2005: £0.5m).
(c) Share repurchase programme
As part of the Share repurchase programme, 13,063,825 Ordinary Shares were
purchased by the Company from GUS, representing a total cost, including
expenses, of £52.2m. All of Ordinary Shares purchased have been cancelled. In
addition, 570,030 Ordinary Shares purchased in the year to 31 March 2005 were
cancelled in the current year.
32 Transition to IFRS
For all periods up to and including the year to 31 March 2005 the Burberry Group
has prepared its financial statements in accordance with UK generally accepted
accounting practice (UK GAAP). For the year to 31 March 2006 the Burberry Group
is required to prepare consolidated financial statements in accordance with
International Financial Reporting Standards (IFRS) as endorsed by the European
Commission.
The Group's transition date to IFRS is 1 April 2004. This has been determined in
accordance with IFRS 1 'First Time Adoption of International Financial Reporting
Standards', being the start of the earliest period of comparative information.
IFRS 1 allowed an entity to produce comparative information which does not
comply with IAS 32 and IAS 39. The Group has taken advantage of this exemption
and has adopted IAS 32 and IAS 39 with effect from 1 April 2005. The
reconciliations shown below do not include the impact of adopting IAS 32 and IAS
39. The impact of adopting these standards is shown in note 3 - Changes in
accounting policies and presentation.
To explain the change to IFRS, a reconciliation has been provided of the equity
at 1 April 2004 and 31 March 2005 and the net income for the year to 31 March
2005 from the previously published consolidated financial statements, prepared
in accordance with UK GAAP to the accompanying consolidated financial statements
prepared in accordance with IFRS. An explanation of the principle adjustments
required by Burberry Group on conversion to IFRS are set out below. This
information had been extracted from the 'Burberry Group plc financial results
under IFRS' as published by the Group on 10 June 2005, which is available on the
Group's website (www.burberryplc.com). Since June 2005, IFRS have been subject
to ongoing review and further clarification. The principal amendments since June
2005 have been in relation to IAS 12, IAS 38 and Technical Correction 1. The
impact on profit before taxation as a result of these amendments is £0.7m.
There have been no material adjustments to the cash flow statement.
Attributable profit reconciliation between UK GAAP and IFRS:
Year
to
31
March
2005
£m
Attributable profit under UK GAAP 109.9
Share based payments (5.1)
Goodwill no longer amortised 6.8
Deferred tax remeasurement 0.3
Attributable profit under IFRS 111.9
Equity reconciliation between UK GAAP and IFRS:
As at As at
31 1
March April
2005 2004
£m £m
Shareholders' equity under UK GAAP 454.6 429.4
Share based payments 0.7 0.7
Goodwill no longer amortised 6.8 -
Deferred tax remeasurement (11.4) (12.6)
Dividends 21.7 14.9
Other (0.1) (0.2)
Shareholders' equity under IFRS 472.3 432.2
The significant differences between UK GAAP and IFRS which affect the Group are
as follows:
a) Share based payments
Under UK GAAP, the cost of equity settled transactions were recognised in the
year of performance to which the scheme related. The charge was recognised based
on the fair market value of the share award at the date of grant, less any
consideration receivable from the participating Burberry employee.
Under IFRS equity settled transaction charges are recognised from the date of
grant over the vesting period of the shares. The total charge is determined with
reference to the fair value of the equity instruments awarded at the date of
grant. The fair value at the date of grant has been determined using the
Black-Scholes Option Pricing Model.
Where awards are contingent upon future events an assessment of the likelihood
of these conditions being achieved is made at the time of the award.
b) Goodwill no longer amortised
Under UK GAAP, goodwill was capitalised and amortised over its estimated useful
economic life.
Under IFRS, goodwill has been assigned an indefinite life as at the date of
transition and it is no longer amortised. Burberry has elected to apply the
exemption related to Business Combinations and has frozen its goodwill at its
carrying value as at 1 April 2004. All accumulated amortisation at this point in
time has been reclassified against the cost of the goodwill. Impairment reviews
will be carried out on goodwill on an annual basis and any impairment charge
would be charged and if applicable reported as a material item.
c) Deferred taxation remeasurement
Under UK GAAP, deferred tax was recognised for all timing differences, being the
difference between an entity's taxable profits and its statutory results, which
are expected to reverse.
Deferred tax under IAS 12 'Income Taxes' is recognised on all taxable temporary
differences and all deductible temporary differences and unused tax losses, to
the extent that there are sufficient taxable profits available in future
periods. Temporary differences are the difference between the tax base of an
asset/liability and its carrying amount in the financial statements.
The most significant difference between IFRS and UK GAAP is that deferred tax is
now recognised on the revaluation of fixed assets.
d) Dividends
Under UK GAAP, proposed dividends are recorded as a liability at the balance
sheet date.
Under IFRS, dividends proposed at the balance sheet date are only recorded as a
liability when the Shareholders have approved their distribution or for the
interim dividend when it has been paid. The recognition of the charge in the
income statement in relation to dividends does not affect the timing of the
payment of dividends or Burberry's dividend policy.
Principal subsidiaries
Company Country of Nature of business
incorporation
Spain
Burberry (Spain) S.A. Spain Luxury goods wholesaler
Burberry (Spain) Retail S.L. Spain Luxury goods retailer
Mercader y Casadevall S.A. Spain Luxury goods retailer
Europe
Burberry Limited UK Luxury goods retailer,
wholesaler and licensor
Burberry Italy Retail Limited UK Luxury goods retailer
The Scotch House Limited* UK Luxury goods brand and licensor
Woodrow-Universal Limited* UK Textile manufacturer
Burberry France S.A. France Luxury goods retailer and
wholesaler
Burberry (Suisse) S.A.* Switzerland Luxury goods retailer
Burberry Italy SRL* Italy Luxury goods wholesaler
Burberry (Deutschland) GmbH Germany Luxury goods retailer and
wholesaler
Burberry Holdings GmbH Austria Luxury goods retailer
North America
Burberry Limited USA Luxury goods retailer
Burberry (Wholesale) Limited USA Luxury goods wholesaler
Asia Pacific
Burberry Asia Ltd Hong Kong Luxury goods retailer and
wholesaler
Burberry (Singapore) Singapore Luxury goods retailer and
Distribution Company Pte Ltd wholesaler
Burberry Pacific Pty Ltd Australia Luxury goods retailer and
wholesaler
Burberry Korea Ltd Korea Luxury goods retailer and
wholesaler
Burberry (Taiwan) Co Ltd Taiwan Luxury goods retailer
Burberry (Malaysia) Sdn Bhd Malaysia Luxury goods retailer
Burberry Japan KK Japan Luxury goods retailer,
wholesaler and licensor
*Held directly by Burberry Group plc.
All principal subsidiary undertakings are wholly owned as at 31 March 2006 and
operate in the country in which they are incorporated with the exception of
Burberry Italy Retail Limited, which operates principally in Italy. All the
subsidiary undertakings have been consolidated as at 31 March 2006.
Non-operating intermediate holding and financing companies are excluded from the
list above.
Up to 12 December 2005 Burberry Group plc, which is the ultimate parent
undertaking as at 31 March 2006, was 65 percent owned by GUS Holdings Limited, a
subsidiary of GUS plc, which is registered in England and Wales. Prior to 12
December 2005 the ultimate parent undertaking and controlling party was GUS plc.
Turnover by product 2002* 2003* 2004 2005 2005 2006
UK UK UK UK IFRS IFRS
GAAP GAAP GAAP GAAP
(Pro
forma)
£m £m £m £m £m £m
Womenswear 165.2 197.9 225.7 242.1 242.1 249.3
Menswear 149.4 162.8 190.1 194.5 194.5 206.2
Accessories (including Childrens) 125.8 169.5 189.0 197.6 197.6 203.2
Other 5.3 5.1 4.0 2.9 2.9 3.1
Licence 53.5 58.3 67.0 78.4 78.4 81.1
Total 499.2 593.6 675.8 715.5 715.5 742.9
Turnover by destination £m £m £m £m £m £m
Spain 134.1 143.4 155.8 168.4 168.4 134.1
Europe 152.6 159.3 191.0 188.0 188.0 216.3
North America 110.5 140.5 162.4 165.9 165.9 180.4
Asia Pacific 100.1 147.0 162.6 186.6 186.6 201.4
Other 1.9 3.4 4.0 6.6 6.6 10.7
Total 499.2 593.6 675.8 715.5 715.5 742.9
Turnover by operation £m £m £m £m £m £m
Retail 156.9 228.4 257.4 265.2 265.2 318.5
Wholesale 288.8 306.9 351.4 371.9 371.9 343.3
Licence 53.5 58.3 67.0 78.4 78.4 81.1
Total 499.2 593.6 675.8 715.5 715.5 742.9
Profit by operation £m £m £m £m £m £m
Wholesale and Retail 42.7 64.3 86.6 98.5 94.3 96.2
Licence 47.6 52.4 56.0 67.0 67.0 69.4
EBIT** (before Atlas costs) 90.3 116.7 142.6 165.5 161.3 165.6
Net interest income/(expense) (0.5) (0.9) 2.3 4.9 4.9 2.5
Atlas costs - - - - - (11.1)
Foreign currency loss on loans with GUS (0.1) (2.3) - - - -
group (pre-flotation)
Goodwill amortisation (4.9) (6.4) (6.8) (6.8) - -
Exceptional/material items - (22.0) 2.2 0.8 - -
Profit on ordinary activities before 84.8 85.1 140.3 164.4 166.2 157.0
taxation
Tax on profit on ordinary activities (28.3) (32.9) (47.3) (54.5) (54.3) (50.6)
Profit on ordinary activities after 56.5 52.2 93.0 109.9 111.9 106.4
taxation/Attributable profit
Margin analysis % % % % % %
Gross margin as percent of turnover 50.3 56.0 57.9 59.3 59.3 60.0
EBIT** as percent of turnover 18.1 19.7 21.1 23.1 22.5 22.3
*Years to 31 March 2002 and 2003 have not been restated to reflect the impact of
adopting FRS 17 'Retirement Benefits' as the necessary data is not available.
**Earnings before interest, taxation, goodwill amortisation and exceptional/
material items.
Pro forma financial information
Pro forma financial information has been extracted from the Listing Particulars
of the Company, dated 12 July 2002. The pro forma financial information has been
prepared by combining the historical financial information for each of the
Companies that comprise the Burberry Group. The pro forma information relates to
the financial years prior to the flotation of Burberry Group. On flotation the
Burberry Group was reorganised and a legal statutory group was formed, as a
consequence statutory consolidations have been performed for the year to 31
March 2003 and all subsequent years.
Earnings and dividends 2002* 2003* 2004 2005 2005 2006
(Pro
forma)
UK UK UK UK IFRS IFRS
GAAP GAAP GAAP GAAP pence pence
pence pence pence pence per
per per per per share per
share share share share share
Basic earnings per share 11.3 10.5 18.8 22.2 22.7 22.9
Basic earnings per share before goodwill 12.3 14.9 19.8 23.4 n/a 24.7
amortisation and exceptional/Atlas costs
Diluted earnings per share 11.1 10.3 18.4 21.8 22.2 22.3
Diluted earnings per share before 12.1 14.6 19.4 23.0 n/a 24.1
goodwill amortisation and exceptional/
Atlas cost
Dividend per share (UK GAAP on an n/a 3.0 4.5 6.5 n/a n/a
accruals basis)
Dividend per share (IFRS on a paid n/a n/a n/a n/a 5.0 7.0
basis)
Diluted weighted average number of 506.3 506.2 505.9 504.6 504.5 477.6
Ordinary Shares in issue during the year
Dividend cover (UK GAAP on an accruals n/a 5.0 4.4 3.7 n/a n/a
basis)*
Dividend cover (IFRS on a paid basis)* n/a n/a n/a n/a 4.5 3.2
*Based on attributable profit or profit after taxation before goodwill
amortisation and exceptional items.
Balance sheet 2002* 2003* 2004 2005 2005 2006
(Pro (Restated)
forma)
UK UK UK GAAP UK IFRS IFRS
GAAP GAAP GAAP
£m £m £m £m £m £m
Fixed assets, investment and other 125.4 162.4 150.7 167.0 165.6 181.2
intangible assets
Working capital (excluding cash and 87.7 73.8 66.6 77.7 79.6 121.7
borrowings)
Other long term liabilities (3.9) (10.6) (10.8) (9.8) (10.1) (19.2)
Net operating assets 209.2 225.6 206.5 234.9 235.1 283.7
Goodwill 94.9 122.8 110.6 107.1 114.0 121.2
Deferred consideration for (22.5) (31.7) (31.7) (32.7) (32.7) (11.5)
acquisitions
Cash at bank, net of overdraft and 21.3 79.6 157.9 169.9 169.9 12.5
borrowings
Taxation (including deferred taxation) (20.5) 0.4 1.0 (2.9) (14.0) (19.3)
Dividends payable - (10.0) (14.9) (21.7) - -
Net assets 282.4 386.7 429.4 454.6 472.3 386.6
Cash flow 2002* 2003* 2004 2005 2005 2005
(Pro (Restated)
forma)
UK UK UK GAAP UK IFRS IFRS
GAAP GAAP GAAP
£m £m £m £m £m £m
Operating profit before goodwill 90.3 116.7 142.6 165.5 161.3 165.6
amortisation and exceptional items
Atlas costs - - - - - (11.1)
Operating profit after Atlas costs 90.3 116.7 142.6 165.5 161.3 154.5
Depreciation, impairment and trademark 14.0 19.0 28.5 24.4 24.4 24.9
amortisation charges
Loss/(profit) on disposal of fixed 0.2 1.5 1.7 (1.1) (1.1) (1.7)
assets and similar non-cash charges
Charges in respect of employee share - - 3.6 5.3 9.5 7.4
incentive schemes
(Increase)/decrease in stocks (7.0) 5.2 (7.5) (12.8) (12.9) (17.8)
(Increase)/decrease in debtors (5.2) (2.4) (1.5) (7.3) (7.3) 1.8
Increase/(decrease) in creditors (2.2) 25.0 18.2 1.5 1.5 (20.7)
Net cash inflow from operations before 90.1 165.0 185.6 175.5 175.4 148.4
capital expenditure
Purchase of tangible and intangible (39.4) (55.7) (28.8) (37.2) (37.2) (30.7)
fixed assets
Sale of tangible fixed assets 0.5 0.2 - 3.1 3.1 3.6
Net cash inflow from operating 51.2 109.5 156.8 141.4 141.3 121.3
activities
*Years to 31 March 2002 and 2003 have not been restated to reflect the impact of
adopting FRS 17 'Retirement Benefits' as the necessary data is not available.
Registrar
Enquiries concerning holdings of the Company's shares and notification of the
holder's change of address should be referred to Lloyds TSB Registrars, The
Causeway, Worthing, West Sussex, BN99 6DA, telephone: 0870 600 3970. In
addition, Lloyds TSB Registrars offer a range of shareholder information online
at www.shareview.co.uk. A text phone facility for those with hearing
difficulties is available by calling: 0870 600 3950.
Share price information
The latest Burberry Group plc share price is available on Burberry's website and
also on the Financial Times Cityline Service on 0906 843 0000 (calls charged at
60p per minute).
ShareGift
Shareholders with a small number of Burberry shares, the value of which makes it
uneconomic to sell them, may wish to consider donating their shares to the
charity ShareGift, (registered charity 1052686) which specialises in using such
holdings for charitable benefit. A ShareGift Donation form can be obtained from
Lloyds TSB Registrars at the above address.
For further information, ShareGift can be contacted as follows:
ShareGift
46 Grosvenor Street
London
W1K 3HN
Telephone: 020 7828 1151
Website: www.sharegift.org
Internet
A full range of investor relations information on Burberry is available at
www.burberryplc.com. This includes web casts of results presentations given to
analysts and fund managers together with the slides accompanying those
presentations.
Financial calendar
Final dividend record date 6 July 2006
First quarter trading update 12 July 2006
Annual General Meeting 14 July 2006
Final dividend to be paid 3 August 2006
First half trading update October 2006
Preliminary announcement of interim results November 2006
Third quarter trading update and Interim dividend record date January 2007
Interim dividend to be paid February 2007
Second half trading update April 2007
Preliminary announcement of annual results May 2007
Registered office
Burberry Group plc
18-22 Haymarket
London
SW1Y 4DQ
Telephone: 020 7968 0000
Fax: 020 7980 2950
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR BZLLLQEBEBBX
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