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THORN EMI - David Kronemyer

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Results in brief<br />

Board of directors<br />

Chairmans statemcnr<br />

Managing direcror s review including<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Five vear summar)'<br />

Management<br />

NoricE of Meeting<br />

<br />

<br />

Review of activities :<br />

Report ol the directors<br />

Accounting policies<br />

Consolidated profit and loss account<br />

Balance sheets<br />

Source and applicarion of funds<br />

Notes to the accounts<br />

Report of the auditors<br />

Shareholders i,<br />

Financial calendar


Turnover<br />

<br />

Profit after taxation<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Dividends per Ordinary Share <br />

Number of employees at year end


Sir Graham Wilkins<br />

Cbairman and Cbief Executiue<br />

AppointedJulr' 1985. A non-executive Director since<br />

l97fl, he became non-executive Deput)' Chairman<br />

1984. Chairman and ChiefExecutive Beecham<br />

Grr<br />

19i15. Prer.iously Depr,rtV Finance Director The<br />

Plessev Companr; Director of Accounting Rolls<br />

Rovce l9:--r9. Group Finance Director, Hestair<br />

19-l-l-.<br />

Ivor Owen<br />

Cbairman, Appliances and Ligbting<br />

Joined companr' l9ill as Chief Executive of the<br />

Gcneral Engineering Division. Appointed to Board<br />

in 1985. Previnsh'\Ianaging Director RHP and held<br />

senior positions n'ith ICL. Ilember of The Design<br />

Council and Chairman t>f its Industrial Advisorr,<br />

Group.<br />

SirJohn Read<br />

Non-executizte<br />

Appointed Deputv Chairman l9r9 follon'ing merger<br />

$'ith EIUI s'here he g'as Chairman. Became<br />

non-executive Director l9Ul on appointment as<br />

Chairman Trustee Savings Banks (lentral Board, and<br />

nor.TSB Group plc. Deputt'Chairman Thames<br />

Television. Director Vbnders'orld plc and nlember<br />

of CBI Council. Gt>r-ernr>r Henler' \tanagemcnt<br />

College.<br />

Sir Ian Trethowan<br />

Non-executiue<br />

Appointed Direc()r l9U6 and joined Tharres<br />

Television Board. Director-General BtsC 19---f i2.<br />

Currenth'. Chairman Horse race Betting Le\-\' Iloardi<br />

Director Barclavs Bank and Times Ne$'spaper<br />

Holdings: Trustec. British Museunl xnd<br />

Glvndebourne Opera: \lenrbe r of l]oard of the<br />

Ilritish Council.<br />

Left to right,<br />

Seated:<br />

Jim llaxntin,<br />

Bob Nellist.<br />

Colin Southgate,<br />

Sir Grabam Wilkins,<br />

Harold Mourgue,<br />

Iror Ou'en.<br />

Standing:<br />

SirJobn Read,<br />

Sir \Yilliam Barlou',<br />

Sir TreL'or Holdsu'ortb,<br />

Sir lan Tiethou,an.


Board of Directors<br />

Sir Graham Vilkins<br />

Cbairman and Cbief Executiue<br />

H G Mourgue rce<br />

Vice Cbairrnan<br />

C G Southgate<br />

Managing Director<br />

SirVilliam Barlow'<br />

Sir Tlevor Holdsworth*<br />

HJ Maxmin nl, PhD<br />

R H H Nellist MA (oxon), FCA,J Dip MA<br />

I H Owen<br />

SirJohn Read'<br />

Sir Ian Thethowan*<br />

*non-executive<br />

Associate Dlrectors<br />

T MayeT CBE, BSc ENG, FIEE, FRTS, CBIM, FIM<br />

V B Menon MA(oxon)<br />

Secretary<br />

R Charlton MA(oxon), Barrister<br />

Registered Office<br />

<strong>THORN</strong> <strong>EMI</strong> plc<br />

<strong>THORN</strong> <strong>EMI</strong> House<br />

Upper Saint Martin's Lane<br />

tondonWC2H 9ED


The vear 198516 was one of considerable<br />

changc in your Company which is now<br />

structured into four main business sectors.<br />

I am pleased to report that the prospect for<br />

improved profitability in each of these<br />

sectors is now much brighter. As evidence<br />

of this trading profit in the second half of<br />

the year showed an increase of S10m ovcr<br />

the corresponding period in the previous<br />

year, despite our problems with INMOS.<br />

Because of changes made in the business,<br />

the underlying trading performance is in<br />

reality ^t<br />

a rather higher rate.<br />

Turnover for the year to 31 March<br />

1986 amounted to 53,316.5m compared<br />

with 5J.204 .4m for the previous year.<br />

Profit before finance charges and<br />

exceptional items amounted to Sl54.0m<br />

(1985 Sl7l.7m). Finance charges amounted<br />

ro 549.3m (1985 550.4m) and profit before<br />

taxation was Sl04.7m (1985 5108.3m after<br />

exceptional items of Sl3.0m). Earnings per<br />

share were 26.5p 11985 29.9p).<br />

Extraordinarf items of 56l.0m nct of<br />

tax were charged (1985 527.4m): these<br />

included a net provision of 545.0m for the<br />

restructuring of INMOS.<br />

An interim dividend of 5.0p per<br />

share was paid in March 1986. The Board is<br />

recommending a final dividend of 12.5p<br />

per share, making a total of 17.5p (1985<br />

17.5p) for the full year. The ordinary<br />

dividend for the year is covered 1.5 times.<br />

Investment in fixed assets during the<br />

year amounted to s314.lm (1985 5314.0m)<br />

comprising rental equipment S19l.4m<br />

(1985 5186.2m) and other fixed assets<br />

&122.7m (1985 Sl2 7.8m).<br />

Net borrowings after deducting<br />

liquid funds at 31 March 1986 amounted tcr<br />

5337.3m (1985 5356.6m). Had the balance<br />

of the <strong>THORN</strong> <strong>EMI</strong> Screen Entertainment<br />

(TESE) disposal proceeds been received<br />

prior to 31 March 1986, these borrowings<br />

would have been 5219.0m, representing a<br />

net gearing ratio of 37. r- per cent (1985 57.2<br />

per cent).<br />

Disposals<br />

One of our prime aims has been to reduce<br />

borrwings through a more efficient use of<br />

resources. This has been achieved mainly<br />

by disposals. The principal disposals<br />

during last year were Heating, further<br />

companies in the Metal Industries<br />

Division, and the Cable TV interests. Since<br />

the year end the main disposals have been<br />

the remainder of Me tal Industries, a<br />

proportion of our shareholding in Thames<br />

TV, and TESE; taken together these<br />

disposals realised in excess of 5200m. In<br />

view of the importance of the TESE<br />

disposal and the publicity it and its<br />

subsequent resale attracted, I intend to<br />

explain the background to the transaction.<br />

Our strategy is to concentrate on<br />

those businesses from which aclequate<br />

profits can be made and where the Group<br />

has, or can obtain a competitive advantage.<br />

As TESE did not meet these criteria we<br />

decided to dispose of it.<br />

Discussions were carried out with a<br />

number of interested parties including<br />

Cannon. The offer in December 1985 from<br />

Screen Entertainment Limited, a company<br />

promoted by the management of TESE<br />

-<br />

supported by the Bond Corporation<br />

-<br />

vt'as the highest received and no better<br />

offer was forthcoming. Significantly<br />

Cannon was not prepared at that time to<br />

make a more attractive offer than the one<br />

we accepted.<br />

Nearly four months later, Screen<br />

Entertainment informed us it could not<br />

complete the acquisition. As previously<br />

undertaken bv the Bond Corporation,<br />

in the event of Screen Entertainment<br />

failing to complete, it purchased TESE<br />

outright.<br />

Your Board reiterates its conviction<br />

that on all the evidence, we obtained the<br />

best price possible at the time. Your<br />

Companv is also much strong€r for having<br />

disposed of this high risk and inadequately<br />

profitable activity. 'We have received<br />

Sl28m in cash from Bond Corporation,<br />

n'hich also assumed responsibilitv for the<br />

refinancing ol58.5m of borrowings. In<br />

addition, the sale has also relieved us of<br />

commitments of more than 5100m.<br />

4


The sale has strengthened our<br />

balance sheet and it will also enable us to<br />

invest in the future of our four sectors.<br />

INMOS<br />

Now let me put INMOS into context. In the<br />

months following acquisition it made a<br />

small profit but since the beginning of<br />

1985, it suffered from the worldwide<br />

slump experienced by the semiconductor<br />

industry.<br />

Our recently introduced transputer<br />

family of products remains ahead of the<br />

world in technical specification and<br />

performance. The orders from Floating<br />

Point Systems of the USA among others are<br />

an important beginning, but its adoption<br />

by other leading manufacturers is vital.<br />

\7ith the launch of the transputer<br />

INMOS is now a substantially different<br />

company, with its emphasis on high value,<br />

low volume products. Some restructuring<br />

was undertaken a year ago to meet<br />

changing market requirements and<br />

substantial reductions were achieved in<br />

operating costs. However, we maintained<br />

the fabrication facilities at Colorado<br />

Springs, USA, and Newport, South Wales,<br />

in the hope that market conditions would<br />

improve.<br />

'W'e<br />

budgeted for INMOS to breakeven<br />

for the current year but the<br />

improvement has not been realised and<br />

the rate of the losses reported by the<br />

company has continued. It is now clear<br />

that with the amount of industry capacity<br />

in the world and a very slow sales growth,<br />

we shall not require our full present<br />

production facilities. Wafer fabrication of<br />

the bulk of the product range is to be<br />

concentrated at Newport, leaving<br />

Colorado Springs as primarily an R&D<br />

activity with pilot plant operations.<br />

This decision involves a further<br />

contraction in the workforce at Colorado<br />

Springs as well as substantial write-offs in<br />

equipment and facilities there, plus the<br />

cost of reorganising the Newport facilities.<br />

Hence the provision to meet these and the<br />

excess operating costs while the cut-back<br />

is taking place.<br />

\7ith these measures to reduce<br />

INMOS' ongoing costs of operations, its<br />

management and the Board of <strong>THORN</strong><br />

<strong>EMI</strong> have again demonstrated their<br />

determination to take whatever actions are<br />

necessary to return INMOS to profitability.<br />

Also, during the next few months we<br />

should start to see the build-up in sales<br />

from the new memory and transputer<br />

products launched recently. Thken<br />

together this should give INMOS the<br />

opportunity to break-even on a month-bymonth<br />

basis.<br />

Other Developments<br />

Of the other problem areas referred to a<br />

year ago,I am pleased to report that<br />

Ferguson has now been restored to<br />

profitable trading following a restructuring<br />

and cost reduction programme. Recovery<br />

of the Music business is taking somewhat<br />

longer than expected, The satisfactory<br />

profits being earned in the rest of the<br />

world continue to be offset by poor results<br />

in North America. Howeveq there are signs<br />

of a progressive recovery which should be<br />

reflected in improving results in 198617.<br />

Much is being done to improve<br />

returns from all our businesses, but our<br />

Rental operations, HMV Shops and<br />

<strong>THORN</strong> <strong>EMI</strong> Electronics can be singled out<br />

for their excellent performance. UK Rental<br />

reported record profits and the<br />

International Rental businesses had<br />

another excellent year. HMV Shops also<br />

reported another excellent year, expanding<br />

its business in the UK and Denmark. In<br />

tougher business conditions, Electronics<br />

performed particularly well and<br />

maintained a strong order book.<br />

Reorganisation and investment in<br />

Appliances and Lighting will enable them<br />

to focus on higher-margin products and<br />

make further progress.<br />

Last yeat I said we would strengthen<br />

the company's management systems and<br />

organisation, improve cash controls and<br />

cash management in addition to investing<br />

in new products to meet the demands of<br />

the market. Much of this is already being<br />

achieved. Under Colin Southgate's<br />

direction the operating management team<br />

has a firm sense of purpose and realism.<br />

His Managing Director's Review and the<br />

Review of Activities of our main business<br />

areas describe in more detail how we are<br />

developing strategies for the core<br />

businesses.<br />

My Board colleagues join with me in<br />

expressing their sincere appreciation of the<br />

very high level of commitment and effort<br />

shown by all employees during another<br />

difficult year. lt is already apparent with<br />

the reorganisation in place that the<br />

Company will achieve the results for<br />

which we are all striving.<br />

In welcoming Sir Ian Trethowan to<br />

the Board, I should like to take the<br />

opportunity to record our thanks for the<br />

contribution to the Company over the<br />

years made by Lord Brabourne, John<br />

Sibley, Peter Bennett and Richard Norman,<br />

all of whom retired from the Board during<br />

the year.<br />

<br />

Sir Graham \filkins "<br />

Cbairman and Cbief Executiue<br />

l0 July 1986<br />

Sir Grahanr \X/ilkins<br />

Cltairntart anrl Cbief<br />

Ilxecutit'e


Our aim over the past year has been to<br />

maintain pressure on reducing costs and<br />

cash outflow, while concentrating on the<br />

development of core businesses, with<br />

profit rather than turnover as the main<br />

criterion. This was aided by completing<br />

disposals of businesses not central to our<br />

mainstream operations.<br />

Although the second half shows<br />

improvement on the same period last yeaq<br />

achieving the higher levels of profitability<br />

possible from our portfolio remains our<br />

constant goal.<br />

Managlng Change<br />

The Group is responding to the tough<br />

action taken to improve performance. In<br />

this, we are determined not to sacrifice for<br />

short-term expedienry long-term<br />

investment crucial to adapting to the<br />

increasing pace of change in the intensely<br />

competitive, global marketplace.<br />

The task of our management team<br />

has been to reverse our earlier decline<br />

while seizing opportunities across our<br />

businesses to foster progress. I am<br />

convinced that even with our short-term<br />

problems we can actively and successfully<br />

manage change.<br />

'!7e are now well placed in terms of<br />

innovative management skills,<br />

technological, engineering and product<br />

design resources, modern production and<br />

international marketing expertise, to<br />

achieve results justifying the continued<br />

confidence of shareholders and<br />

employees.<br />

A continuing programme of<br />

organisation development has<br />

fundamentally strengthened the senior<br />

management of each major business, and<br />

hence their ability to improve performance<br />

and competitiveness. Of 44key business<br />

units, 32 new appointments at managing<br />

director level have been made, 20 by<br />

internal promotion, the remainder by<br />

external appointments.<br />

The overall profile of the Company's<br />

senior management has also changed<br />

materially: the average age is now<br />

markedly lower, the academic and<br />

business education levels much greatet<br />

prior experience wider, and the<br />

international business background<br />

considerably broader.<br />

Our goals are ambitious but there is a<br />

climate of change in the Company<br />

reflecting greater realism, openness and<br />

speed of response which is already<br />

beginning to have the desired effect.<br />

Short Term Actions<br />

The Review of Activities describes the<br />

performance of our core businesses in<br />

more detail, but I would like to set these in<br />

perspective. Our first priority has been to<br />

tidy up the balance sheet and reduce<br />

borrowings.<br />

Disposals. The main disposal, Screen<br />

Entertainment, to which the Chairman<br />

referred, led logically to the divestment of<br />

cable television (apart from a small residual<br />

interest in The Children's Channel). Others<br />

included Dynatel, Brimaq Gothic Crellon,<br />

some microsoftware activities of <strong>THORN</strong><br />

<strong>EMI</strong> Computer Software and certain South<br />

African operations.<br />

The disposal of the domestic central<br />

heating business has given us a 22 per cent<br />

interest in a stronger operation which<br />

should produce worthwhile returns.<br />

Ve continued the planned<br />

withdrawal from business areas not<br />

relevant to our core business strategy, or<br />

unlikely to be viable in the overall context:<br />

the phased disposal of the Metal Industries<br />

division (in 1983 comprising 45 companies<br />

engaged in distribution, general<br />

engineering and component manufacture)<br />

has been completed since the end of the<br />

financial year.<br />

During last year and since, these<br />

disposals have realised in excess of S200m,<br />

almost all in cash, and relieved the Group<br />

of onerous commitments.<br />

Apart from the positive impact on<br />

our balance sheet and profit and loss<br />

account, this allows us to concentrate on<br />

improving profitability throughout the<br />

portfolio by optimising the use of our<br />

technical, marketing, financial and human<br />

resources to international competitive<br />

advantage.<br />

Restructuring. Our dominant remaining<br />

problem area, INMOS, has been dealt with<br />

in detail in the Chairman's Statement. Our<br />

desire to take partners should not be seen<br />

as alzck of vision or confidence in the<br />

company. If the opportunities are to be<br />

fully exploited we need to share the<br />

ongoing high investment costs. Hopefully<br />

partners would also be a source of<br />

additional business.<br />

Ferguson's restructuring and cost<br />

reduction programme has now been<br />

completed. As stated at the half yeaq<br />

Ferguson is restored to profitable trading.<br />

It is demonstrating improved marketresponsiveness<br />

and competitiveness with<br />

exciting new products. The manufacturing<br />

agreement with JVC, including technology<br />

co-operarion, will be a further boost to its<br />

progress.<br />

Music in North America is showing<br />

gradual signs ofrecovery, despite subdued<br />

market conditions. 'We are beginning to see<br />

results from our increased investment in<br />

tapping new strearns of Pop talent through<br />

three labels Capitol, <strong>EMI</strong> America and<br />

Manhattan<br />

-<br />

as part of our successful<br />

market segmentation<br />

- policy. Howeveq the<br />

measures taken have required a revenue<br />

investment of $25m. Similar continuing<br />

support costs will be necessary to secure<br />

our objectives.<br />

6


A radicd reassessment of the<br />

management resource required by <strong>EMI</strong><br />

Music for the future has led to the<br />

promotion to a restructured worldwide<br />

operating team of a number of younger<br />

line executives with proven capabilities.<br />

<strong>EMI</strong> Music's North American<br />

operations will be consolidated under a<br />

new President to be appointed shortly.<br />

The new Compact Disc facilities in<br />

Swindon, UK, and atJacksonville, USA,<br />

will also help our competitive position.<br />

Progress Elsewhere<br />

Rental operations were a highlight with the<br />

UK businesses reporting record profits and<br />

gains in market share, The International<br />

Rental business also experienced strong<br />

growth in market share, reflected in<br />

increased sales and profits.<br />

In Retail, HMV Shops also enjoyed<br />

another excellent year. The acquisition of<br />

Revolver Records, a UK chain, is important<br />

in both geographic and customer-profile<br />

terms. Our successful concept of music<br />

retailing is being actively developed<br />

internationally. The Rumbelows chain in<br />

the UK has been completely restructured,<br />

concentrating exclusively on retail<br />

operations with recent marked success. In<br />

Denmark, FONA had another excellent<br />

year. W'e plan substantial expansion of the<br />

financing of consumer credit through our<br />

retail outlets and, accordingly, we have<br />

established a separate retail credit<br />

company, Rumbelows Finance Limited.<br />

Because the nature of its business is<br />

fundamentally different from that of the<br />

rest of the Group, we have decided to<br />

show the assets and liabilities of that<br />

subsidiary as a net investment in the Group<br />

Balance Sheet. This enables a more<br />

meaningful view to be taken of the Group's<br />

financial position as<br />

^t3l<br />

March 1986.<br />

The formation of a unified<br />

Technology Group from I April this year<br />

concentrates our first-class capabilities on<br />

specialised high-technology market<br />

sectors, while focusing on a limited<br />

number of new product areas. The<br />

Electronics grouping performed<br />

particularly well in a tougher UK defence<br />

electronics market and continues to have a<br />

strong order book. Thorn Ericsson's<br />

success with orders from British Telecom<br />

for the AXE l0 digital exchanges means<br />

expansion of its Scunthorpe plant.<br />

Despite a weaker overall computer<br />

market, in the Information Systems and<br />

Services sectors, Software Sciences and<br />

Datasolve both performed very<br />

satisfactorily. Considerable costs were<br />

involved in setting up a US Software<br />

Product unit for our computer software<br />

paclage business and continuous<br />

improvement is essential for this to begin<br />

contributing. In line with the computer<br />

peripherals sector worldwide, Datatech,<br />

which also used to manufacture for<br />

Sinclair, had a very difficult yeaq<br />

necessitating substantid reductions in staff<br />

levels and facilities. Our Security business<br />

progressed, but the Measurement activities<br />

encountered more difficult trading<br />

circumstances.<br />

Lighting continues to be well served<br />

by its high-technology innovations but still<br />

needs to become stronger internationally.<br />

Its performance was close to target and<br />

recent organisational changes should<br />

enhance future results.<br />

The Domestic Appliances activities<br />

have been akey area for reorganisation and<br />

reinvestment, although the results have yet<br />

to show through. Management, facilities<br />

and products have been strengthened,<br />

particularly in the Major Domestic<br />

Appliances sector. Despite avery weak UK<br />

market for small appliances, Kenwood<br />

managed to trade profitably woddwide,<br />

albeit at a lower level.<br />

A primary focus has been product<br />

design, quality and competitiveness to<br />

benefit market share and profitability. Our<br />

new Spennymoor cooker plant is the most<br />

modern in Europe, setting standards for<br />

efficiency and working environment<br />

which we are determined to apply<br />

generally. The Commercial Appliances<br />

businesses in the UK and France all<br />

performed well.<br />

Australia<br />

The performance of <strong>THORN</strong> <strong>EMI</strong> Australia<br />

was subdued apart from its Rental, Lighting<br />

and Electronics sectors. Its future direction<br />

is currently being reviewed to permit firmer<br />

concentration on a core business strategy.<br />

Thames lblevision<br />

During last autumn a provisional<br />

agreement was reached with Cadton<br />

Communications to sell our, then,46per<br />

cent shareholding in Thames. However the<br />

sale was blocked by the IBA. Our decision<br />

at that time has to be seen in relation to our<br />

undertaking to the IBA to reduce our<br />

shareholding, Thames' prevailing<br />

management problems and its poor results<br />

inI984l5 and the first half of 198516.<br />

Thames today presents a re-vitalised<br />

picture. Important management changes<br />

have been made and results in the second<br />

half of 198515 and the early months of<br />

198517 show considerable improvement.<br />

The recent flotation has been an<br />

outstanding success, realising for <strong>THORN</strong><br />

<strong>EMI</strong> 517.1m gross and leaving us with a<br />

holding of 29 per cent (BET have an equal<br />

holding).<br />

Our concern for the continued wellbeing<br />

and success of Thames is<br />

undiminished and the flotation should<br />

help to safeguard its IBA franchise. It is our<br />

wish to retain a substantial shareholding in<br />

Thames.<br />

Oolin Sor.rthgate<br />

.l fu t ) t (tgi t t g D irec k ) r


Revicw of activitics:<br />

RENTAL AND RETAIL<br />

Jim Nlaxmin<br />

Chairman and Cbief<br />

Executit)e <strong>THORN</strong> <strong>EMI</strong><br />

Home Electronics.<br />

During the yeaq our Rental and Retail<br />

operations were reorganised in order to<br />

differentiate between the UK and overseas<br />

interests. This was intended to increase the<br />

focus of our business development<br />

programmes, while exploiting the<br />

common services and gaining the<br />

economies of scale inherent in the UK<br />

operations. In the UK, <strong>THORN</strong> <strong>EMI</strong> High<br />

Street Electronics was created, with<br />

responsibility for Rumbelows, Radio<br />

Rentals, <strong>THORN</strong> <strong>EMI</strong> TV and Video<br />

Centres, DER and High Street Operations.<br />

The overseas operations include <strong>THORN</strong><br />

<strong>EMI</strong> International Rentals (which operates<br />

in 13 countries), FONA, and HMV Shops.<br />

Already represented in Denmark, HMV<br />

Shops is actively planning overseas<br />

expansion based on its unique and<br />

successful UK formula.<br />

The <strong>THORN</strong> <strong>EMI</strong> High Street<br />

Electronics grouping of UK companies<br />

now contains over 1,500 retail outlets,<br />

servicing an established household base<br />

exceeding 3 million. This makes it one of<br />

the largest UK high street property<br />

portfolios and one of the world's largest<br />

purchasers of brown goods.<br />

Each company is being developed to<br />

exploit different consumer segments and<br />

to offer a differentiated product/service<br />

mix:<br />

Radio Rentals<br />

n SPECIALIST RENTAL<br />

is the UK market leader and<br />

- premier<br />

specialist rental chain. DER is also a<br />

specialist renter, and is being positioned to<br />

cover a wider consumer segment.<br />

N MIXED RENTAL/RETAIL<br />

- <strong>THORN</strong><br />

<strong>EMI</strong> TV and Video Centres trades under<br />

the Focus and Multi-broadcast brands,<br />

both regionally focused, mixed rental/<br />

retail operations appealing to a younger<br />

market.<br />

! RETAIL Rumbelows is now<br />

exclusively - concerned with retailing and is<br />

targeted at the youngeq service-sensitive<br />

consumer, seeking high quality consumer<br />

durables.<br />

High Street Operations is the<br />

service company within <strong>THORN</strong> <strong>EMI</strong> High<br />

Street Electronics providing comprehensive,<br />

cost-effective central services to the<br />

operating companies. Specialist rental and<br />

retail services to the business sector are<br />

provided through <strong>THORN</strong> <strong>EMI</strong> Business<br />

Communicatlons, incorporating Radio<br />

Rentals Contracts, REW and <strong>THORN</strong> <strong>EMI</strong><br />

Dataphone.<br />

The UK rental interests enjoyed a<br />

record year in terms of profit. Profitability<br />

was substantially increased by significant<br />

reduction in capital employed. Each<br />

Rumbelou,s'sbop at<br />

Soutbend in tbe neu'<br />

lit,ert'.<br />

Turnover contribution<br />

to Group<br />

Proportion of total<br />

Group employees


DER is a specialist<br />

rental cbain.<br />

FONA, tbe leading<br />

Danisb electrical<br />

retailer uitb ouer 70<br />

outlets, recently<br />

celebrated its 60tb<br />

anniuersary.<br />

Radio Rentals is<br />

<strong>THORN</strong> <strong>EMI</strong>'s premier<br />

specialist rental cbain<br />

and []K market leader<br />

Multi-broadcast is one<br />

of tuo n',ixed rental/<br />

retail cbains operated<br />

by <strong>THORN</strong> <strong>EMI</strong> TV and<br />

Video Centres.


company also increased its market share.<br />

This performance reflected both<br />

innovative marketing programmes<br />

designed to improve customer retention<br />

and firm management action to reduce the<br />

cost base and improve asset management.<br />

During the year, over 375,000 rental<br />

accounts were transferred from<br />

Rumbelows to the "traditional" rental<br />

companies in a programme to gain further<br />

economies of scale within the specialist<br />

rental organisation, while allowing<br />

Rumbelows to focus single-mindedly on<br />

retail. All the indications are that both<br />

objectives are being achieved.<br />

After a relatively disappointing first<br />

half, Rumbelows finished the year strongly<br />

with a high level of sales and market share<br />

growth. Its new management has<br />

implemented a wide range of market<br />

initiatives which should ensure continuing<br />

sales and profit success. An advanced<br />

electronic point of sale system for all<br />

Rumbelows' outlets will streamline<br />

inventory management.<br />

Our International Rentals<br />

business had another excellent year. All of<br />

its operations in 13 overseas countries<br />

(the South African business was sold)<br />

experienced strong growth in terms of<br />

new business, reduced terminations and<br />

increased profitability. Overall the<br />

businesses added substantially to their<br />

rental bases while remaining cash neutral.<br />

New marketing programmes based on<br />

innovative rental concepts were widely<br />

introduced and met with considerable<br />

success. Strong management action has<br />

also resulted in lower operating costs,<br />

better asset management and more<br />

effective marketing expenditure. New data<br />

systems should help improve customer<br />

retention rates and target marketing. Plans<br />

are in place to add 10 new shops and to<br />

further upgrade the quality of the premises<br />

and rental fleet.<br />

HMV Shops, our music retailing<br />

stores operation, reported another<br />

excellent year in the UK with sales some<br />

23 per cent above the previous year's level,<br />

despite increased competition and a<br />

relatively sluggish market over the last six<br />

months. Another four shops were opened,<br />

increasing the retail space to over 100,000<br />

square feet and adding substantially to our<br />

market dominance in the central London<br />

area.The opening of another five shops is<br />

planned, so that a total of 180,000 square<br />

feet of retail space should be operational<br />

by March, 1987 Plans are well advanced to<br />

create "The World s Largest Record Store",<br />

with over 50,000 square feet, on a<br />

prestigious site at the eastern end of<br />

London's Oxford Street.<br />

Dominion kleuision<br />

Rentdls in Neu<br />

Zealancl, one of lJ<br />

countries sert'ed b! tbe<br />

I n te rn at i ( )na I Re ntal s<br />

business.


This HMV Sbop in<br />

Peterborougb is one of<br />

.four neu UK outlets.<br />

I.'our more opened in<br />

Denmark bat'e alread))<br />

obtained an impressiue<br />

-sbare of tbe market.<br />

Revolver Records, a chain of 14 shops<br />

mainly based in the Midlands, was<br />

acquired. Revolver appeals to a slightly<br />

older customer profile than HMV Shops<br />

and will provide an important strategic<br />

addition to our high street record retailing<br />

portfolio.<br />

HMV Shops is one of the key<br />

businesses targeted for overseas<br />

expansion. It is already successfully<br />

established in Denmark and negotiations<br />

and feasibility studies are now under way<br />

in several overseas countries.<br />

FONA Denmarks leading<br />

electrical retailer -<br />

celebrated its 60th<br />

anniversary during - the year. Despite<br />

extremely fierce competition, it increased<br />

sales by 14 per cent and improved overall<br />

profitability.<br />

In April 1985, FONA opened its first<br />

HMV Shops record store in Copenhagen to<br />

enthusiastic market response: three more<br />

outlets have since opened.<br />

Strong management and good<br />

financial controls coupled with well-sited<br />

and merchandised shops should ensure<br />

FONAs continued success.<br />

Skala Tbleuision in<br />

Belgium, part of<br />

<strong>THORN</strong> <strong>EMI</strong>\<br />

International Rental<br />

operatiOns.


Review of activities:<br />

TECHNOLOGY<br />

Tom Mayer<br />

Cbief Executiue<br />

<strong>THORN</strong> <strong>EMI</strong><br />

Tbcbnologlt.<br />

On I April this year, our activities in several<br />

technologicalareas were reorganised into a<br />

unified Technology Group, comprising<br />

seven substantial operations addressing<br />

specialised sectors of the high technology<br />

market.<br />

The largest of the groupings,<br />

<strong>THORN</strong> <strong>EMI</strong> Electronics, reported<br />

another successful year with sales and<br />

profit showing considerable improvement<br />

on previous years. The company is now<br />

organised into eight major divisions<br />

covering specific business areas.<br />

The Computer Systems Division<br />

completed an important ndar integration<br />

project in Denmark and handed over the<br />

first sophisticated mission support system<br />

to the RAF. Deliveries of British Rail<br />

advanced ticket issuing systems are<br />

proceeding well and purpose-designed<br />

passenger information displays have been<br />

widely installed on the London<br />

Underground.<br />

Defence Systems Division secured<br />

new contracts to produce fuzes for the<br />

ALARM and ASRAAM airlaunched missiles.<br />

The complex warhead-activating fuzes for<br />

the RAF airfield denial weapons and the<br />

new generation of artillery shells are now<br />

in full production. Work continues on the<br />

multi-national MLRS III multiple-launch<br />

rocket system project.<br />

Electro Optics Division has won<br />

every major British Army contract for<br />

man-portable thermal imagers.<br />

Completion of a new factory this year will<br />

aid expansion of this important business area.<br />

With the award to Naval Systems<br />

Division of the contract to supply data<br />

distribution systems for the Royal Navy's<br />

new single-role mine-hunter, these systems<br />

will now be supplied for all other classes<br />

of vessel on order for the Royal Navy.<br />

Degaussing ranges were installed in two<br />

NATO countries and in Australia and a<br />

further contract obtained for the British<br />

Army NAIAD nerve gas detector.<br />

During the year Radar Division<br />

delivered its 300th Cymbeline mortar<br />

locating ndar and completed Royal Navy<br />

sea trials for its advanced Guardian<br />

electronic countermeasures system,<br />

Company-funded development of the<br />

Skymaster aircraft early warnin g radar<br />

continues.<br />

California-based Systron Donner<br />

maintained its leading position in aircraft<br />

engine fire detection systems with further<br />

orders from Boeing, Airbus Industrie and<br />

other leading manufacturers. Eleven<br />

inertial flight control packages are being<br />

supplied for the United States Air Force<br />

81-B bomber.<br />

Ti:rnover contribution<br />

to Group<br />

Proportion of total<br />

Group employees<br />

<strong>THORN</strong> <strong>EMI</strong><br />

Electronics is the UK<br />

national prime<br />

contractor on tbe<br />

Phase III terminallyguided<br />

warbeadfor tbe<br />

multinational MLRS<br />

(Multiple La.uncb<br />

Rocket System) pryiect.


Tbe INMOS 32 bit<br />

tfansputer, a comPuter<br />

on a chip that can<br />

execute 10 million<br />

instructions per<br />

second<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Assembling a linear<br />

acceleromeler at<br />

Systron Donnerfor use<br />

in tbe Landsat salellite.<br />

Tbe Electro Optics<br />

Dittision of <strong>THORN</strong><br />

E,\,II EIeclronics has<br />

u,on a !5m corilrdct<br />

from lbe UK ,\,linistrt'<br />

of Defence for the<br />

derelopme,tl of lbe Air<br />

Defence Alerliil!1<br />

Derice (ADAD) usi,tg<br />

tlrermal imallittg<br />

tecbnologl'.<br />

Both <strong>THORN</strong> <strong>EMI</strong> Varian, with a<br />

contract to supply a new klystron tube for<br />

the European Space Agency earth resource<br />

satellite, and <strong>THORN</strong> <strong>EMI</strong> Electron Tubes,<br />

with contracts for space applications for<br />

low light level sensing devices, maintained<br />

good progress.<br />

In Sensors and Security Systems<br />

the merging of AFA-Minerva and <strong>THORN</strong><br />

<strong>EMI</strong> Fire Appliances created a major fire<br />

and security protection enterprise with<br />

sales well ahead of the previous year's<br />

combined results. A major fire protection<br />

scheme for the headquarters of the<br />

Hongkong and Shanghai Bank was<br />

completed, and a product and technology<br />

transfer agreement was signed with the<br />

People's Republic of China. An important<br />

Ministry of Defence contract was won, to<br />

develop the Tiident submarine fire<br />

protection syst€m.<br />

<strong>THORN</strong> <strong>EMI</strong> Datatech experienced a<br />

difficult year and a major reorganisation<br />

programme has been instituted to improve<br />

profitability.<br />

Nuclear Enterprises had another<br />

successful year with substantial orders<br />

from the US nuclear power industry.<br />

Exports now account for 60 per cent of<br />

sales, withJapan an especially valuable<br />

market for precision dosimetry<br />

equipment.<br />

<strong>THORN</strong> <strong>EMI</strong> Datatecb<br />

triple densit!<br />

streaming lape clriue.


Review of activities:<br />

TECHNOLOGY<br />

continued<br />

In the USA, <strong>THORN</strong> <strong>EMI</strong> Malco<br />

reported a successful year in its traditional<br />

plastic card business, achieving<br />

coast-to-coast market coverage through a<br />

West Coast acquisition. Malco's magnetic<br />

tape plant came on stream successfully.<br />

Information Systems' principal<br />

operating company, Software Sciences,<br />

completed a number of major information<br />

technology systems contracts for the UK<br />

Ministry of Defence. The recently formed<br />

Finance Group successfully exploited<br />

opportunities resulting from deregulation<br />

in the UK securities market. The<br />

company's subsidiary in Holland also had<br />

an excellent year.<br />

<strong>THORN</strong> <strong>EMI</strong> Micrologic obtained<br />

major orders for electronic point-of-sale<br />

terminals from several prestigious high<br />

street names including Marks and Spencer<br />

and Victoria \fline, giving a strong year-end<br />

order book.<br />

In Information Servlces,<br />

Datasolve increased business throughout<br />

its divisions and moved into new areas.<br />

Noteworthy was the contract won by the<br />

Bureau Division to process the UK Data<br />

Protection Register and transfer it to<br />

microfiche. Substantial contracts were also<br />

signed with Vestern Tiust and Savings and<br />

Tamar Bureau, while Datashield<br />

substantially extended the penetration of<br />

its disaster recovery service. Data<br />

Information Services Division added the<br />

Soviet News Agency TASS to its World<br />

Reporter service. Among other contracts<br />

was a "Gateway" deal with British Telecom<br />

for its electronic mail service. The<br />

Education Division launched a new<br />

interactive video-box training method,<br />

'Actioncode".<br />

<strong>THORN</strong> <strong>EMI</strong> Computer Software,<br />

Europe's largest independent software<br />

product company, is within the top 15<br />

worldwide. It withdrew from certain<br />

microcomputer software activities in order<br />

to sharpen its focus on its specialisation in<br />

decision support and management<br />

information products, which include FCS,<br />

FQS, Tempus Link and Host. Its Shadow II<br />

recently won a Design Council Award.<br />

Computeraid Services Division<br />

extended both the range of its third-party<br />

computer maintenance services and its<br />

customer base.<br />

In lblecommunications Thorn<br />

Ericsson's activities are entering a phase of<br />

considerable growth with substantial<br />

orders from British Telecom for AXE 10<br />

digital public telephone exchanges. This<br />

has led to a major expansion at its<br />

Scunthorpe factory where the number of<br />

employees should double. There are also<br />

150 engineers and programmers at PCE,<br />

the company's associate software house in<br />

Brighton.<br />

The company serves both the public<br />

and private sectors with products<br />

including high capacity optical fibre data<br />

package switches and computer controlled<br />

business telephone systems. It has<br />

introduced new versions of the MDll0<br />

private automatic branch exchange.<br />

Our Measurement business<br />

performance was below the previous year's<br />

record level, reflecting the depressed state<br />

of the general instrument market. A<br />

number of competitive new products were<br />

successfully introduced, however.<br />

In the USA, Biddle continued to<br />

perform well, while Modutec maintained<br />

its share of a subdued and competitive<br />

marketplace.<br />

In Semiconductors the sharp<br />

decline in the market impacted<br />

significantly on the results of INMOS.<br />

However, a highlight of the year was the<br />

successful launch of the transputer in<br />

Octobeq with a substantial number of<br />

recent additions to the range. Transputer<br />

products sold throughout Europe, the<br />

United States andJapan, are currently<br />

being designed into a wide range of<br />

applications including robotics, computer<br />

graphics, artificial intelligence, and digital<br />

signal processing.<br />

INMOS maintained its position as a<br />

world leader in high performance static<br />

and dynamic RAMs (Random Access<br />

Memories) by the introduction of 64X<br />

static RAMS and the world s fastest<br />

production 256K dy namic RAMs.<br />

Softuare Sciences'<br />

CHAMPS computer<br />

system prouides afull<br />

botel ..ccounting,<br />

management,<br />

processing and.<br />

reseruations seruice.


T he operater's position<br />

in the airborne earl!<br />

u,arning tersion of<br />

<strong>THORN</strong> EITI<br />

Electronics' higbly<br />

s uc c e s sf u I S e arc b uta te r<br />

rctdar nou' being<br />

delitered b tbe<br />

Spanisb Nat'I'.<br />

TTIORN E.III<br />

,l I i c rr.t I r.tgi c e I ec t ro n i c<br />

poi,tt-of saIe te rmi naIs<br />

pro r i de fas t, ctcc u rate<br />

sk)re data etutbling<br />

retailers b operdte<br />

t'JJ i c ie nt 1.1'.'.\hctp I i n k "<br />

prot'ides tlJe<br />

c( ) I I tt ect ijt t bet u een<br />

E['( )S terntiilctls aild<br />

tl.te host contpuler<br />

Thorn Ericsson<br />

deueloPed and<br />

supplied tbe netu'ork<br />

su'itching equiPment<br />

for the Racal<br />

lbdaphone cellular<br />

rad.io swtem.


Bhaskar Menon<br />

Cbairman and Chief<br />

Executiue <strong>EMI</strong> Music.<br />

<strong>EMI</strong> Music's performance for the year<br />

reflected both the volatility and<br />

opportunities for growth in the worldwide<br />

market for pre-recorded music.<br />

In order to progress and prepare the<br />

music business for future growth a<br />

reassessment of management needs has<br />

led to the formation of a restructured<br />

worldwide operating team of younger line<br />

executives.<br />

In North America results were<br />

depressed by the continuing high level of<br />

support required to maintain the<br />

aggressive initiatives taken during the last<br />

two years to strengthen our position in<br />

Pop, Classical,Jazz, Country and in Black<br />

music where "Capitol Records" emerged<br />

last year as America's leading label for<br />

Black music. Together with creating the<br />

New York-based "Manhattan Records ",<br />

focused on East Coast talent, and<br />

sustaining the recovery of the "<strong>EMI</strong><br />

America" label, these actions entailed<br />

significant additional investment and costs.<br />

However there are encouraging signs of<br />

volume improvement during the first half<br />

of the current year, substantiating the<br />

pursuit of the US growth strategy.<br />

The Europe and International<br />

operations achieved results in line with the<br />

previous year despite problems in Australia<br />

and South Africa. Noteworthy were the<br />

contributions of the UK, Germany and<br />

Italy, significant recovery in South East<br />

Asia and Spain, and major profit<br />

improvements in Latin America and<br />

Scandinavia.<br />

The international roster of artists<br />

includes Paul McCartney and <strong>David</strong> Bowie<br />

both of whom have recently signed<br />

- new long term recording agreements;<br />

Heart, with multi-platinum sales<br />

worldwide last year; Tina Turner, whose<br />

sensational "Private Dancer" album will be<br />

followed by a new album this autumn;<br />

Freddie Jackson, America's newest Black<br />

music star; Queen, who have maintained<br />

their position as one of the world's leading<br />

recording groups; Pet Shop Boys, the latest<br />

UK act to achieve number-one hits<br />

throughout the world; and GraceJones,<br />

one of Pop music's unique performers. In<br />

addition, artists such as Kate Bush, Duran<br />

Duran, Iron Maiden, Katrina & The'Waves,<br />

Marillion, Stevie Nicks, Diana Ross, Bob<br />

Seger, Sigue Sigue Sputnik, Thlking Heads<br />

and Thlk Thlk continued to emphasise the<br />

importance of the UK and US as prime<br />

sources of popular repertoire.<br />

Local artists also featured<br />

prominently in the activities of <strong>EMI</strong> Music's<br />

companies worldwide, providing the<br />

essential national and international talent<br />

mix in each region.<br />

Turnover contribution<br />

to Group (including<br />

previous Entertainment<br />

activities)<br />

Proportion of total<br />

Group employees


International Classical Division<br />

fostered its immensely valuable catalogue<br />

of recordings spanning over 80 ,vears ancl<br />

including a prestigious contemporar,v<br />

roster of distinguished soloists and<br />

cor-rductors such as Dimitri Alexeev, Jose<br />

Carreras, Placiclo Domingo, Andrei<br />

Gavrilov, Kiri TL Kanawa, Herbert vn<br />

Karajan, Nigel Kennedy, Katia & Marielle<br />

Lcbeque, Ychudi Menuhin, Riccardo Muti,<br />

Anne-Sophie Muttet Jessve Norman,<br />

Itzhak Pcrlman, Andrc Previn, Simon<br />

Rattlc, Jeffrel, ?ate, Klaus Tennstedt and<br />

Frank-Peter Zimmermann.<br />

<strong>EMI</strong> Music Publishing operations<br />

in 22 countries continued to make an<br />

impressive contribution to profits and<br />

remain an important source of rcpertoire<br />

for our rccord companies.<br />

<strong>EMI</strong> Music's Capitol Magnetic<br />

Products Division maintained its position<br />

as a major supplier of duplicator maplnetic<br />

tape and acetate discs to the international<br />

<br />

<br />

<br />

record industrl', and Picture Music<br />

International, the video division,<br />

increased its release of titles for sale to<br />

consumers and to growing cable and<br />

broadcast television outlets worldwide.<br />

The traditional frrrms of record<br />

carrier continued to be influenced b_v<br />

radical technology' changes<br />

- a challenge<br />

being met b,v <strong>EMI</strong> Musics UK Compact<br />

Disc factor,v in Swindon, which was<br />

opcrational in March, and by a similar<br />

facilitv in the US being built at Jacksonville,<br />

Illinois, scheduled to be on stream in the<br />

late autumn of this vear.<br />

<strong>EMI</strong> Music'sfirst<br />

Compact Disc plarrt,<br />

at Swindon in the UK,<br />

is nou operational.<br />

A second planl in<br />

Jacksont,ille, USA u,ill<br />

also be opened in 1()8(t<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Riccardo,\Iuli<br />

music director irt<br />

Philadelpbia and La<br />

Scala,11ilan, signed<br />

e.rclusit;el! to Ef,4I<br />

,llttsic,<br />

Itzbak Perlman<br />

-<br />

i tile rna I i o na I t, i rt uo so<br />

u'itb an oulstanding<br />

catalogue of major<br />

recordings for E,\II<br />

Music.


Review of activities:<br />

CONSUMER AND COMMERCIAL<br />

Appliances and Lighting<br />

Ivor Owen<br />

Cbairman <strong>THORN</strong> <strong>EMI</strong><br />

Appliances and<br />

Ligbting Group.<br />

The Appltances and Lighting Group<br />

serves international consumer and<br />

industrial markets through five divisions:<br />

Major Domestic Appliances (trading under<br />

the Tiicity, Bendix, Moffat, Parkinson<br />

Cowan and Main brands); Kenwood Small<br />

Appliances ; Commercial Appliances ;<br />

Metering; and Lighting. The exploitation of<br />

new technologies, design enhancement,<br />

investment in modern manufacturing<br />

facilities, and the highest quality, safety and<br />

reliability standards are shared<br />

characteristics.<br />

Maj or reorganisation programmes,<br />

notably within Major Domestic Appliances<br />

and Lighting and largely completed during<br />

the year, are bolstering increased flexibility<br />

and responsiveness to international market<br />

trends and competition in each key<br />

product sector.<br />

The sale of the Heating business, in<br />

March 1986, is allowing concentration on<br />

businesses with a more international,<br />

higher technology profile.<br />

The financial performance of Major<br />

Domestic Appliances was disappointing,<br />

with particularly poor results on Electric<br />

Cooking and Refrigeration although<br />

management, products and capital<br />

investment have now been strengthened.<br />

Design will have increasing<br />

importance in the international<br />

marketplace and the creation of high<br />

quality, innovative products with matching<br />

manufacturing facilities remains a priority.<br />

An Advanced Product Development<br />

Group in the new Mountjoy Research<br />

Centre adjacent to Durham University was<br />

recently announced.<br />

Highlights in our Electric Cooker<br />

business included the commissioning of<br />

an advanced new factory and extensive<br />

product redesign. Despite short-term<br />

production problems, UK market<br />

leadership was maintained and innovative<br />

new products, backed by exceptional<br />

automated production techniques, augur<br />

well for the future.<br />

The Microwave business performed<br />

satisfactorily, given slower market growth<br />

and a proliferation of competition.<br />

Investment in manufacturing facilities and<br />

in exciting new technology-based product<br />

ideas heralds improved performance in<br />

expanding international markets.<br />

Refrigeration's difficulties were due<br />

to the combine d effects on sales of the<br />

poor weather in the UK and an ageing<br />

product range. Full exploitation of<br />

technological advances in product<br />

concepts and manufacturing techniques<br />

underlies our plans for a fundamental<br />

reapproach to market needs.<br />

TUrnover contribution<br />

to Group<br />

Proportion of total<br />

Group emplovees<br />

<br />

<br />

<br />

Tbe best-sellingfood<br />

processor in Britain -<br />

the Kenwood Gourmel<br />

V.triomatic.


Tbe Bendix Home<br />

Ia.undry Centre de<br />

Luxe is a major step<br />

forward in uent-free<br />

condenser<br />

uasber/d.rier<br />

enSineering.<br />

<strong>THORN</strong> <strong>EMI</strong> Flott<br />

Measurement<br />

specialises in domestic<br />

and industrial gas<br />

fneters.


Review of activities:<br />

CONSUMER AND COMMERCIAL<br />

Appliances and Lighting<br />

continued<br />

Bendix brand home laundry products<br />

became established as a UK market leader.<br />

Enhanced reliability and a buoyant market<br />

contributed to improved results.<br />

Gas Cookers overcame the previous<br />

year's problems through increased<br />

productivity and successful extension of<br />

both product range and market share.<br />

'With new, "up-market" Sheerline and<br />

Program branded products, including a<br />

built-in microwave, the business is poised<br />

to take advantage of changes in the UK<br />

market arising from British Gas<br />

privatisation.<br />

Our Kenwood Small Appliances<br />

business is strong internationally. The<br />

overseas and direct export operations<br />

performed satisfactorily in the main, but<br />

the UK market was depressed, with a<br />

particularly disappointing Christmas<br />

period. Kenwood remained profitable,<br />

however, unlike many of its large,<br />

well-known competitors. Exploiting the<br />

powerful Kenwood name on an impressive<br />

spread of attractive, keenly-priced<br />

products is broadening the range and<br />

sharpening the Division's competitive<br />

edge.<br />

Overall the Commercial<br />

Appliances business performed well,<br />

improving substantially on the previous<br />

year. The Foodservice Equipment<br />

businesses are now well placed to expand.<br />

Against a much better yeaq Stott Benham<br />

aims to srengthen its UK leadership in<br />

commercial cooking equipment through<br />

product development incorporating new<br />

materials and microprocessor controls.<br />

Crypto Peerless reversed a previous<br />

decline by improving products and<br />

productivity. Dito Sama, the French<br />

company, continues to perform well in all<br />

its markets and is broadening its range.<br />

The Metering activity, centred on<br />

<strong>THORN</strong> <strong>EMI</strong> Flow Measurement (whose<br />

results are reported within the Technology<br />

Product Sector), had another good year,<br />

fighting off a determine dJapanese<br />

challenge to its supremacy in Hong Kong<br />

and benefiting from a sudden surge in UK<br />

demand for coin metering. Important<br />

export business was obtained in China.<br />

Our Lighting business serves<br />

worldwide markets. A leading<br />

international Iighting organisation, its<br />

comprehensive product range<br />

Computer aided design<br />

and computer aided<br />

manufacture are an<br />

important pafi or<br />

mod.ern ligbting<br />

prod.uction at<br />

Spennymoor<br />

encompasses industrial, commercial,<br />

scientific, medical, outdoor and domestic<br />

illumination. Sales increased by 9 per cent<br />

with particularly strong growth coming<br />

from the international activities which<br />

account for almost half the total business.<br />

Its business is characterised by keen<br />

pricing competition in the high volume<br />

domestic lighting products ateaat one end<br />

of the market, and by the need to offer<br />

new technically-innovative specialist<br />

products at the other. Demand for hightechnology,<br />

low-energy products<br />

continued to increase during the year and<br />

long-term development is closely linked<br />

with the success of these products.<br />

Supported by substantial investment in<br />

advanced production plant and by<br />

technical improvements, the business in<br />

2D 16\f and 28W compact fluorescent<br />

lamps expanded further. A larger 38\7 2D<br />

and a 39W 2L light source have been<br />

introduced for commercial markets.<br />

Backed by an attractive range of fittings,<br />

2D is spearheading the drive to increase<br />

market penetration in'Western Europe.<br />

Sales of high-pressure sodium (SON)<br />

lamps and fittings reflected increased<br />

demand. A notable application was<br />

lighting a stretch of the M4 motorway.<br />

Incandescent and fluorescent lamps<br />

expcrienced strong competitive pressure<br />

during the year with increasing price<br />

competition from the Eastern bloc. A S3m<br />

investment in the fittings operation at the<br />

Spennymoor factory, County Durham,<br />

included production equipment for<br />

electronic control gear and a computer<br />

aided design and manufacturing<br />

(CAD/CAM) system, giving improved speed<br />

and flexibility in fittings design, and<br />

reduced development time-scales for both<br />

general products and customer-tailored<br />

lighting designs.<br />

The Lightstream miniature lowvoltage<br />

tungsten halogen products<br />

launched during 1985 address the valuable<br />

display markets. The comprehensive range<br />

enables designers to produce more<br />

effective and efficient displays. Its success<br />

has won significant market share from<br />

long-established specialist suppliers.<br />

Our products featured prominently<br />

in the Energy Management in Lighting<br />

Awards Scheme (<strong>EMI</strong>LAS) which<br />

recognises the efficient use of e lcctricity<br />

for lighting and encourages good energymanagemcnt<br />

practicc.<br />

Lou 0oltage tungsten<br />

balogen spotligbts in<br />

<strong>THORN</strong> <strong>EMI</strong> Litbtings<br />

Ligbtstream range.


A section of tbe M4<br />

motorway near<br />

Windsor lit uitb 25OW'<br />

SON latnps.<br />

Research, development and<br />

advanced engineering continue to occupy<br />

a key position in the business strategy. Our<br />

prestigious laboratories at Enfield and<br />

Leicester work at the leading edge of<br />

technology to contribute medium and<br />

long-term product innovations, as well as<br />

supporting day-to-day activities. Their preeminence<br />

was acknowledged by their<br />

third Design Council Award presented by<br />

HRH The Duke of Edinburgh, this time for<br />

developments in low-wattage tungsten<br />

halogen lamps.<br />

Early indications for the current<br />

financial year show a continuing demand<br />

for energy-saving and innovative products<br />

which will lead to further growth and<br />

progress during 1986.<br />

The Lighting business has now been<br />

reorganised into six business units to allow<br />

improved responsiveness to market<br />

requirements and enhanced customer<br />

service, reinforcing its leadership in lamp<br />

technology and lighting system design.


Review of activities:<br />

CONSUMER AND COMMERCIAL<br />

Ferguson<br />

Jim Maxmin<br />

Cbairman <strong>THORN</strong> <strong>EMI</strong><br />

Ferguson.<br />

During the course of the year, our<br />

Ferguson business underwent a<br />

fundamental restructuring designed to<br />

reduce the cost base, improve efficiency<br />

and increase its responsiveness to rapidly<br />

changing market conditions.<br />

This programme entailed reducing<br />

the overhead costs burden as well as<br />

reconfiguring the factories to simplify the<br />

production procedures and to achieve<br />

greater flexibility and overall economies of<br />

scale. Carried out betweenJanuary and<br />

June 1986, to avoid the seasonal peak, this<br />

has involved concentraring all printed<br />

circuit board and sub-assembly work at<br />

Enfield, and all final assembly at Gosport,<br />

with plastics mouldings produced at the<br />

specialist High \Wycombe facility.<br />

In addition, the organisation of the<br />

business was restructured to ensure greater<br />

accountability and clear lines of<br />

responsibility, while eliminating<br />

unnecessary layers of management.<br />

Substantial progress was also made in<br />

accelerating the pace of new product<br />

introduction. During the year eight new<br />

TV models were introduced. These<br />

reflected the policy of improving the<br />

appearance-design and functional<br />

presentation of products, coupled with<br />

technological excellence. An additional l4<br />

models have since been introduced to<br />

Ferguson dealers to meet the demands of<br />

the 1987 season.<br />

The ne t effect of the programme has<br />

been to return rhe company to profitability<br />

while retaining its position as brand leader<br />

in the UK marker,<br />

Despite fierce price competirion, rhe<br />

Ferguson Videostar video recorders<br />

continued to perform well in the market.<br />

The video manufacturing joint-venture<br />

company, J2T Holdings, enjoyed a<br />

successful year with record levels of<br />

output and of European content in the<br />

products.<br />

During the yeat discussions withJVC<br />

(the Victor Company ofJapan), Ferguson's<br />

trading partner of long standing, resulted<br />

in a joint manufacturing agreement under<br />

whichJVC colour TV sets and other screen<br />

products will be manufactured in Ferguson<br />

factories for distribution roJVC sales<br />

outlets throughout Europe.<br />

This logical extension of our<br />

excellent relationship withJVC will add<br />

approximately 200,000 units annually to<br />

Ferguson's production loading.<br />

TUrnover contribution<br />

to Group<br />

Proportion of total<br />

Group employees<br />

h.erguson bds tbe L'K's<br />

widest range of colour<br />

portable teleuision<br />

receiuers, o[Jering<br />

Standard, Remote<br />

Control and kletext<br />

models in a uariety of<br />

cctlour-finisbes.


One of Ferguson\<br />

Designer Range of<br />

telez)ision receiuers in<br />

roseuood cabinet<br />

finisbes, witb<br />

cont ras t in g s te e I - s i lu e r<br />

fascias, and utitb<br />

superior TX picture<br />

performance.<br />

Tbe Specialist<br />

Coftlponents Diuision,<br />

one of the uK\ largest<br />

rnanufacturers of<br />

quality finisbed Plastic<br />

injection mouldings,<br />

uses robots for multicolour<br />

s?rayinS.<br />

A bigh qualiry plasticmoulded<br />

teleuision<br />

receiuer cabinet<br />

produced by Ferguson\<br />

Specialist Conxponents<br />

Diuision.


Review of activities:<br />

RESEARCH AND <br />

Increased investment, company-wide in<br />

research, development and engineering<br />

recognises the crucial role of technological<br />

innovation in <strong>THORN</strong> <strong>EMI</strong>'s future<br />

progress, to assist optimum responsiveness<br />

to new market opportunities.<br />

Support to the Company's operations<br />

is given by research into key "enabling"<br />

technologies at the Central Research<br />

laboratories in Hayes, a purpose-designed<br />

SSm complex where the size and scope of<br />

the research activities are being expanded.<br />

A venture operation based on its work in<br />

sensors was formed during the year.<br />

The Laboratories work closely with<br />

specialist teams within the operating<br />

businesses concerned with product<br />

innovation. Advanced Product<br />

Development Centres, focusing on<br />

generating products with high added-value<br />

features for introduction two vears or so<br />

ahead, have been established;t Bristol,<br />

Bradford and Durham during the past year.<br />

Company-funded research<br />

expenditure at 560/m represented 3.5 per<br />

cent ofthe turnover ofour "technology<br />

using" business operations.<br />

Investment in high-technology<br />

products continued throughout the world,<br />

ranging from the Compact Discs in the UK<br />

and USA, advanced electric and microwave<br />

cookers in Spennymooq UK, video<br />

recorders in West Berlin and surface<br />

mounted circuits in Philadelphia, USA.<br />

Advanced manufacturing techniques<br />

to improve production economies,<br />

profitability and market share are being<br />

widely developed and applied, extending<br />

from plastics moulding and printed circuit<br />

board assembly, to complete production<br />

processes for television sets and domestic<br />

appliances.<br />

Collaborative research and<br />

development through UK and<br />

international schemes such as the<br />

European EUREKA and ESPRIT<br />

programmes is a growing trend. These<br />

allow participation in large-scale projects<br />

on a limited-risk basis, crucial where<br />

success in a major new area depends on<br />

market standardisation.<br />

Aduanced millimetre<br />

waue seekerfor<br />

terrninally guided submunition,<br />

by <strong>THORN</strong><br />

<strong>EMI</strong> Electronics.<br />

Deueloprnent work on<br />

aduanced<br />

manufacturing<br />

tecbniques.


MANAGING DIRECTOR'S REVIEW<br />

conclusion<br />

The Future<br />

'We are determined to exploit our<br />

innovative capabilities in new products<br />

and become an internationallv competitivc<br />

frrrce in carefull_v chosen markets,<br />

recognising that this requires setting<br />

standards in everv aspect of our activities<br />

at least equal to those of major<br />

international competitors. \We shall achievc<br />

value-added for our shareholders,<br />

customers and staff b,v concentrating<br />

resources on those selected core<br />

businesses that har.e a potential in size,<br />

technology, product marketing and growth<br />

that makcs them trulv competitive on a<br />

global or regional basis. Ultimatell' the kev<br />

to value-added is the qualitv of the people<br />

emplo.ved, the efficiency' of the internal<br />

information s).stems and competitive data<br />

supporting them. Much effort has been<br />

concentrated in these three areas.<br />

Despite facing certain short-term<br />

difficulties we are well on the road to<br />

influencing the climate of change for the<br />

future benefit of our businesses.<br />

G;f-,*<br />

Colin southgatc 0<br />

,\lanaging Director<br />

10 July 1986<br />

Silicon inl(graled<br />

circuilsfor larqe area<br />

d isplays.<br />

Design c4nd<br />

deL,elopment of<br />

magnetic recording<br />

heads.<br />

The digita I te let' ision<br />

receiuer is one of tbe<br />

projects at <strong>THORN</strong> E'\II<br />

]'brguson's recentlll<br />

eslablisbed Adt'anced<br />

I)roclucl DereloPment<br />

(:entre iil Rradforcl.<br />

THORI\ <strong>EMI</strong><br />

,l[icrosensor\<br />

deuelopment of blood<br />

analysis equiPment.


The directors submit for consideration at the<br />

Annual General Meeting on 11 September 1986<br />

their annual report and sratement of accounts.<br />

Accounts and Dividends<br />

Turnover for the year to 31 March 1986<br />

amounted to t3,316.5m compared with<br />

53,204Am for the previous year. Profit before<br />

finance charges and exceptional items<br />

amounted to S,154.0m (1985 Sl7l.7m). Finance<br />

charges amounted to S49.3m (1985 S,50.4m)<br />

and profit before taxation was Sl04.7m<br />

(1985 5108.3m after exceptional items of<br />

Sl3.0m). Earnings per share were 26.5p (1985<br />

29.9p)<br />

Ėxtraordinary items of 561.0m net ctf rax<br />

were charged (1985 5,27.4m): these included a<br />

net provision of 545.0m for the restructuring<br />

of INMOS.<br />

An interim dividend of 5.0p per share<br />

was paid in March 1986. The Board is<br />

recommending a final dividend of 12.5p per<br />

share, making a total of 175p (1985 17.5p) for<br />

the full year. The ordinar,v dividend for the<br />

vear is ct>vered 1.5 times.<br />

lnvestment in fixed assets during the<br />

)'ear amounted to S,314.1m (1985 5314.0m)<br />

comprising rental equipment 5191.4m<br />

(1985 5186.2m) and other fixed assers 5122.7m<br />

(1985 51278m).<br />

Net borrowings after deducting liquid<br />

funds at 31 March 1986 amounted to 533r.3m<br />

(1985 SJ56.6m). Had the balance of the<br />

<strong>THORN</strong> <strong>EMI</strong> Screen Entertainment (TESE)<br />

disposal proceeds been received prior t


connection s'ith any issue of further shares for<br />

cash where the shares cannot be offered<br />

proportionally to all shareholders because<br />

some of them live abroad and are not entitled<br />

to accept UK listed shares or where there are<br />

fractional entitlements.<br />

A Special Resolution is required to give<br />

the Board this limited freedom to issue further<br />

Ordinary Shares. The full text of the Resolution<br />

is set out in the Notice of Meeting on page 52 .<br />

Scrip Dividend Scheme<br />

It is proposed to introduce a scheme to enable<br />

those Ordinary Shareholders who wish to do<br />

so to elect to receive Ordinary Shares in lieu of<br />

a cash dividend.<br />

The introduction of such a scheme<br />

requires the prior approval of the holders of<br />

the 7 o/" Convertible Redeemable Second<br />

Cumulative Preference Shares 1992199 and of<br />

the Company in general meeting. Details of the<br />

scheme and the text of the necessary<br />

resolutions are set out in the enclosed letter to<br />

shareholders.<br />

Share Optlon Schemes<br />

During the year under review, the following<br />

options were granted under the terms of the<br />

Executive and Savings Related Share Option<br />

Schemes:<br />

Executive Share Option Scheme<br />

- in<br />

October 1985 66 Options were granted over<br />

1,091,500 Ordinary Shares at 355p per Share;<br />

and<br />

Savings Related Share Option Scheme<br />

-<br />

in November 1985 1,247 Options were granted<br />

over 592,809 Ordinary Shaies at 32lp pel Share.<br />

At the Extraordinary General Meering to<br />

be held immediately before the Annual<br />

General Meeting, shareholders will be asked to<br />

approve amendments ro the Savings Related<br />

and Executive Share Option Schemes.<br />

The main purpose of the amendmenrs is<br />

to bring the schemes into line with current<br />

practice and include the following:<br />

Savings Related Share Option Scheme<br />

To reduce or abolish the minimum eligibility<br />

period and widen the ability of former<br />

employees to exercise options on voluntary<br />

termination of employment or on disposal of a<br />

participating company.<br />

Executive Share Option Scheme<br />

To amend the periods during which options<br />

can be granted, to protect the rights of all<br />

participants on takeover or termination of<br />

service and to extend the grant of options to<br />

executives nearing retirement and to<br />

executives based outside the Unired Kingdom.<br />

Fuller details of the changes are set our<br />

in the letter to shareholders enclosed with this<br />

report.<br />

Articles of Assoclation<br />

The Articles of Association of the Company,<br />

although amended in certain respects over the<br />

years, were last up-dated in 1973.In view of<br />

the major changes in practice and company<br />

law since 1973 Special Resolutions proposing<br />

the adoption of revised Articles of Association<br />

are to be proposed for considerarion at the<br />

Extraordinary General Meeting on<br />

1l September 1986.<br />

Summaries of the proposed changes to<br />

the Articles of Association are set out in the letter<br />

to shareholders enclosed wirh this reporr.<br />

INMOS International plc<br />

In accordance with its undertaking, given on<br />

the purchase of the National Enterprise Board s<br />

approximate 76%" shareholding in INMOS<br />

International plc, the Company made Offers<br />

on I April 1985, to the minority shareholders<br />

of INMOS who, in the main, were employees<br />

or former employees of INMOS. As a result on<br />

1 July 1985 (being the last date for acceprance<br />

in respect of the 1985 Offers) the Company s<br />

holding represented 94.7%" of the issubd share<br />

capital of INMOS.<br />

The 1986 Offers to the minoritv shareholders<br />

of INMOS were made on 7 April 1986.<br />

On I July 1986, being the larest pracricable<br />

date prior to the prinring of this report,<br />

acceptances had been received in respect of a<br />

further 3,231,219 INMOS Ordinary Shares and<br />

the Company s holding at that date represented<br />

99.4%" of rhe issued share capital of INMOS.<br />

Substantial Interests<br />

At the date of this report the only substantial<br />

interest in the issued share capital of the<br />

Company which has been notified is a holding<br />

by the Prudential Group of Companies of<br />

ll.4 4 1,967 O rdi nary Shares repres enting 5 . 3<br />

yo<br />

of the Ordinary Shares in issue on l0 July 1986.<br />

Research and Development<br />

Each Product Sector is responsible for research<br />

and development in its particular are^ of<br />

activity. These activities are supported<br />

corporately by the Central Research<br />

Laboratories.<br />

The Group spent 560.4m on research<br />

and development during the year. an increase<br />

of S,l.4m over lasr year. In addition customers<br />

funded a further &72 .Om of research and<br />

development proiects, compared with 565.8m<br />

previously.<br />

During the past year, Advanced Product<br />

Development Centres have been established at<br />

Bristol, Bradford and Durham.<br />

Employee Involvement<br />

During the year the Company consolidated<br />

and, where practicable, extended its policy of<br />

employee involvement through consultati,on<br />

and communication on a wide variety of topics.<br />

The diverse nature of the Group meant<br />

that no single vehicle was suitable for all<br />

operations and management have devised and<br />

implemented sysrems appropriare to rheir<br />

business needs.<br />

Amongst these are information flows<br />

through the Company newspaper "Headline"<br />

with its special localised editions as well as<br />

employee reports covering the financial results<br />

of the Company and the annual report and<br />

accounts of the Pension Fund.<br />

Other communications media include<br />

operational newspapers afid m g^zines, telex,<br />

notice boards, briefing groups, video<br />

presentations and consultative and<br />

communication committees.


TheJoint Pension Fund Committee has<br />

extensive representation of employees and<br />

management. Regular reports were made on<br />

their deliberations. This body and the<br />

contribution by the employee trustees on the<br />

Trustee Board helped considerably during the<br />

year in general and in particular with<br />

suggestions for dealing with the actuarial<br />

surplus on the Fund.<br />

Vithin the operations there areJoint<br />

Committees on Health and Safety and other<br />

subjects pertinent to employees and their<br />

fepresentatives and the present and future<br />

prosperity of the Company.<br />

The operation of the Savings Related<br />

Share Option Scheme continued to promote<br />

considerable interest and a fourth tranche of<br />

options and savings accounts was allocated<br />

during the year, thus giving a still wider range<br />

of employees the opportunity to participate in<br />

the future of the Company.<br />

Employment of Disabled Persons<br />

Changes in the health of individual employees<br />

may raise questions about rehabilitation and<br />

resettlement, particularly following<br />

occupational disability. It is Company policy to<br />

encourage good employment practices with<br />

regard to the disabled in accordance with the<br />

Government recommended guidelines.<br />

Tfaining and Development<br />

<strong>THORN</strong> <strong>EMI</strong> as part of its business planning<br />

process continues to lay emphasis on the<br />

development and training of its people both<br />

now and for the future.<br />

Personnel and manpower resource<br />

management increased its emphasis on inhouse<br />

development and training programmes<br />

to ensure relevance and quality at all levels,<br />

In 1985 over 4,000 graduates applied to<br />

the Companv for employment and 220 were<br />

selected. The links with universities and<br />

schools were further extended to include<br />

investment in several neu'Advanced Product<br />

Development Centres, increased research<br />

funding and the establishment of a <strong>THORN</strong><br />

<strong>EMI</strong> Laboratory in Oxford Universit-t'.<br />

The number of undergra


Basis of consolidatlon The consolidated<br />

accounts comprise the accounts of the holding<br />

company, its subsidiaries and related companies,<br />

prepared under the historical cost convention.<br />

The results of subsidiaries and related companies<br />

sold or acquired during the year are included<br />

up to, or from, the respective dates of sale or<br />

acquisition.<br />

During the year, a separate financing<br />

subsidiary was formed. Its assets and liabilities<br />

are shown as a net investment in the Group<br />

balance sheet and are analysed separately in<br />

note 15 on page 40.<br />

Related companles The Group includes its<br />

share of profits and losses of all related<br />

companies. Related companies are those, other<br />

than subsidiaries, in which the Group has a<br />

beneficial interest of 20% or more in the<br />

equity share capital and is in a position to<br />

exercise significant infl uence.<br />

The investment in related companies is<br />

stated at the Group's share of the underlying<br />

net asset values; their accounts are made up to<br />

31March, based on unaudited statements<br />

where necessary.<br />

Goodwill, being the excess of the<br />

consideration paid over the values attributed<br />

to net tangible assets acquired, is charged<br />

against Group reserves in the year of<br />

acquisition.<br />

Foreign curencies All amounts<br />

denominated in foreign currencies have been<br />

translated into sterling at year-end rates.<br />

The adjustments to investments in<br />

overseas companies and related foreign<br />

currency borrowings arising from exchange<br />

movements during the year, in so far as they<br />

are matched, are dealt with through reserves.<br />

All other exchange adiustments are dealt<br />

with in determining the profit of the year.<br />

Depreciation of property, plant,<br />

equipment and vehlcles is calculated on<br />

cost at rates estimated to write off the relevant<br />

assets by equal annual amounts over their<br />

expected useful lives; effect is given, where<br />

necessary, to commercial and technical<br />

obsolescence.<br />

The annual rates used are:<br />

Freehold buildings and long<br />

leasehold property - 2Yo.<br />

Short leasehold property - over<br />

period of lease.<br />

Plant and equipment - at rates<br />

ranging from l0% to 33 Vt %.<br />

Motor vehicles - 25Y".<br />

Depreciation of rental equipment Rental<br />

equipment is depreciated to a nil residual<br />

value, by the application of basic depreciation<br />

rates, on a graduated basis, from the month of<br />

installation, so that a relatively high charge is<br />

borne in the early years. Depreciation periods<br />

used for the year ended 3l March 1986 are:<br />

colour sets - 6 years (overseas, other than<br />

Australia and New Zealand - 5 years), video<br />

equipment - 4years, monochromesets- I<br />

ye r.<br />

Governrnent grants in respect of capital<br />

expenditure are deducted from the cost of the<br />

assets to which they relate and depreciation is<br />

calculated by reference to net cost. Grants in<br />

respect of revenue expenditure are taken to<br />

profit when due.<br />

Leaslng<br />

Tangible fixed assets acquired under finance<br />

leases are not capitalised. Rentals payable<br />

under both finance and operating leases are<br />

written off as incurred.<br />

Stocks and work in progress are stated at the<br />

lower of cost and net realisable value, less<br />

progress payments on uncompleted contracts<br />

and provisions for expected losses. Cost<br />

includes manufacturing overheads where<br />

appropriate. A conservatively estimated profit<br />

element is taken during the course of long<br />

term contr2cts.<br />

Tbxation The Company has undertaken to<br />

discharge the liability to corporation tax of all<br />

wholly-owned UK subsidiaries. The total UK tax<br />

liability is, therefore, dealt with in the accounts<br />

of the Company as from I April 1985.<br />

Deferred taxation is calculated using the<br />

liability method in respect of timing differences<br />

arising primarily from the different accounting<br />

and tax treatment of depreciation. Provision is<br />

made, or recovery anticipated, where timing<br />

differences are expected to reverse in the<br />

foreseeable luture.<br />

Warranty provislons Many products carry<br />

formal guarante es of satisfactory performance<br />

for varying periods following purchase by<br />

customers. Provision is made at accounting<br />

dates for the estimated cost of honouring<br />

unexpired warranties.<br />

Thrnover represents the invoiced value of<br />

goods and services supplied, including rental<br />

income, but exclusive of value added tax and<br />

similar sales-related taxes.<br />

Patent lncome arises from licences granted to<br />

third parties. rVhere the licensee pays a lump<br />

sum, instead of a continuing royalty, for the<br />

use of a patent, that lump sum is apportioned<br />

on a straightJine basis over the estimated life<br />

of the patent.<br />

Research and developmerit €xpenditure,<br />

and the costs of establishing and protecting<br />

patent rights in respect ofinventions derived<br />

therefrom, are wholly written off as incurred.<br />

Recordlng and associated costs of adding<br />

to the permanent catalogue of recorded music,<br />

and administrative and technical expenses in<br />

maintaining and developing the copyright<br />

interests in music compositions, are written off<br />

as incurred.<br />

Reorganlsation costs The costs of business<br />

reorganisations are provided when a<br />

reorganisation decision has been made in<br />

principle. Costs relating to the reorganisation<br />

of continuing businesses are charged against<br />

profit before taxation and those relating to<br />

withdrawal from businesses, or their<br />

fundamental restructure, are charged as<br />

extraordinary items.


Tlrrnover<br />

<br />

Cost of sales<br />

<br />

Gross profit<br />

<br />

Distribution costs<br />

<br />

Administrative expenses<br />

<br />

Other operating income<br />

<br />

<br />

Share of profits less losses of related companies <br />

ProIIt before flnance charyes and exceptlonal items 1 <br />

<br />

Proflt before exceptlonal ltems<br />

<br />

<br />

Exceptional items<br />

Proflt on ordlnary activities before taxation<br />

<br />

<br />

<br />

Thxation on profit on ordinary activities 5<br />

Prollt on ordinary activities after taxation<br />

Minority interests<br />

Proflt before extraordinary items<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Ihansfer from feserves<br />

<br />

<br />

<br />

<br />

Earniqgs per Ordlnary Share<br />

<br />

<br />

In accordance with the exemption permitted by 5228(7)of the Companies Act 1985, the profit<br />

and loss account of the Company is not separately preiented. The piofit attributable to niembers<br />

of the holding company, dealt with in the accounts of the Company, is S20.2m (1985 S50.lm).


Notes<br />

Group<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Tangible assetsl<br />

<br />

<br />

Rental equipment<br />

<br />

<br />

<br />

<br />

Investments<br />

<br />

<br />

<br />

<br />

Stocks<br />

Debtors<br />

Investments<br />

Cash at bank and in hand<br />

<br />

<br />

CREDITORS: amounts falling due<br />

withln one year<br />

Borrowings<br />

Other creditors<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Borrowings<br />

<br />

Other creditors<br />

<br />

<br />

<br />

<br />

<br />

<br />

Deferred taxation<br />

Other provisions<br />

<br />

<br />

<br />

<br />

<br />

Called-up share capital 23 <br />

Share premium account<br />

<br />

Reserves


Funds generated from operatlons<br />

Profit before exceptional items<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Disposal of related companies and other investments<br />

<br />

Disposal of tangible fixed assets<br />

<br />

Proceeds of share issues<br />

<br />

<br />

<br />

<br />

<br />

Capital expenditure<br />

Property, plant, equipment and vehicles<br />

Rental equipment<br />

Related companies and other investments<br />

Minoritv interests<br />

Acquisition of subsidiaries<br />

Expenditure charged to provisions<br />

Increase/(decrease) in working capital:<br />

Debtors<br />

Creditors<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Taxation paid<br />

<br />

Sundrv items<br />

Total application of funds<br />

Movement in net borrowlngs:<br />

Borrowings<br />

<br />

Net decrease/(increase)<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Effect of acquisitions and disposals of businesses (note 7):<br />

Net assets at dates of acquisitions and disposals:<br />

Tangible fixed assets and investments<br />

Stocks<br />

Debtors<br />

Cash at bank<br />

Creditors and provisions<br />

Borrowings<br />

Consideration: cash<br />

: other<br />

Goodwill on acquisitions<br />

Profit on disposals


Turnover Profit Turnover Profit<br />

The contributions of the product<br />

sectors to Group turnover and profit<br />

before finance charges and<br />

exceptional items are summarised<br />

below:<br />

5m<br />

<br />

Rental and Retail<br />

Technology (including INMOS)<br />

<br />

<br />

<br />

<br />

<br />

Deduct: intra-group transactions<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Geoeraphical analysis of turnover:<br />

<br />

Rest of Europe<br />

The Americas<br />

Australasia<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Interest payable:<br />

on bank overdrafts<br />

on loans repayable within 5 Years<br />

on other loans<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Interest receivable


Thxation on profit on ordinary activities<br />

<br />

<br />

double taxation relief<br />

Overseas taxation<br />

Deferred tax:<br />

United Kingdom<br />

<br />

Prior year adiustments<br />

Thx on share of profits less losses of related companies<br />

53.7m(1985 &2.4m) of the charge for related companies arises overseas.<br />

6 EXTRAORDINARYITEMS<br />

INMOS restructuring<br />

Costs of withdrawal from certain business activities<br />

Profits less losses on disposals of businesses<br />

Surplus on public flotation af 25o/" of equity of Australian group<br />

and dilution of equity in Electronics subsidiary in rhat couhrry-<br />

Net extraordinary loss before taxation<br />

United Kingdom taxation:<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

D..uring the year, the Group disposed of a number of businesses which, in the opinion of the<br />

directors, were not relevant to its core ope-rations. The principal disposals were <strong>THORN</strong> SMI<br />

Heating_Limited (completed in March 1986) and the various subsidiaiies comprising <strong>THORN</strong> <strong>EMI</strong><br />

Screen Entertainment division (conracted before the year-end and completed in A-pril 1986). In<br />

addition, minor-disposals resulted in the Group's exit irom cable TV programmes and<br />

operations and from certain engineering and other businesses.<br />

The sale of <strong>THORN</strong> <strong>EMI</strong> Heating.Limited realised cash of 527.5m and an equity holding of<br />

22%o of tlre p"r_chase r, Yyson Group_ plc. Pre-tax profits for the period up to the 'date of disp6sal<br />

amounted to s2.8m and are included in the consolidated profit ind loss account.<br />

The <strong>THORN</strong> <strong>EMI</strong> Screen Entertainment division was sold for5128.3m, of which SlOm was<br />

received in December 1985, the balance being due on completion in April 1985. In order to show<br />

the effects of the disposal more clearly, this lalter sum has 6een shown as a debtor at 31 March<br />

1986 in lieu of consolidating the individual assets and liabilities of the division which, at that<br />

date, amounted to 5141.6m. Pre-tax profits for the year amounted to $1.0m and are included in<br />

the consolidated profit and loss account.<br />

The profits less losses realised on the disposals of businesses amounted to S7.8m. The<br />

related combined net assets are included in the figures shown ar the foor of the statement of<br />

source and application of funds on page 32.


Ordinary dividends:<br />

interim<br />

proposed final<br />

Tictal for the year<br />

Preference dividends<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Basic earnings per share are calculated on profit attributable to Ordinary shareholders of 556.9m<br />

(1985 S6O.7m), being profit before extraordinary items, less preference dividends, and on<br />

214,502,160 (1985 2O2,751,101) Ordinary Shares, being the weighted<br />

^verage<br />

number in issue<br />

during the year. The fully diluted earnings per share are not materially different from the basic<br />

earnings per share.<br />

<br />

Average number of employees by product sector:<br />

Rental and Retail<br />

Technoloev<br />

Entertainment<br />

Consumer and Commercial<br />

Corporate<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Emolovee costs, including directors' emoluments:<br />

<br />

<br />

'Wages and salaries <br />

Social security costs<br />

<br />

Other pension costs (see note 27)<br />

<br />

<br />

The numbers of UK employees (other than directors of the<br />

Company) whose emoluments, excluding pension contributions,<br />

exceeded 530,000 were as follows:


Fees as directors<br />

<br />

Manaqement remuneration. includinq pension contributions<br />

<br />

<br />

Contract termination payment to former director<br />

<br />

The emoluments, excluding pension contributions, of the chairmen during the year were:<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Group<br />

Plant,<br />

<br />

equipment<br />

<br />

and vehicles Total<br />

<br />

<br />

<br />

<br />

<br />

Currency retranslation<br />

<br />

Subsidiaries sold less acquired<br />

<br />

<br />

<br />

<br />

Disposals<br />

<br />

<br />

Depreciation at 3l March 1985<br />

Currency retranslation<br />

Charge for year<br />

Subsidiaries sold less acquired<br />

Disposals<br />

Depreciation at 3l March 1986<br />

Net book values: 31 March 1986<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

3l March 1985 173.t 36.0 235.7 444.8<br />

Payments on account and assets in course of construction included above at 3l March 1986<br />

amounted to.S8.9m.<br />

The net book values of leasehold properties comprised 56.4m (1985 515.3m) in respect of<br />

long-term leases and 516 .2m (1985 S2O.7m) in respecr of short-term leases.


Company<br />

planr,<br />

Freehold Leasehold equipment<br />

property property and vehicles<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Disposals<br />

Depreciation at 3l March 1986<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Net book values: 3l March 1986<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Currencv retranslation<br />

<br />

Disposals<br />

<br />

<br />

Depreciation at 3l March 1985<br />

Currency retranslation<br />

Charge for year<br />

Disposals<br />

Depreciation at 3l March 1986<br />

Net book values: 31 March 1986


Group<br />

Related<br />

companies<br />

Other<br />

investments<br />

Total<br />

T,M<br />

<br />

<br />

Cost ofshares:<br />

<br />

Currency retranslation<br />

Acquisitions<br />

<br />

Disposals<br />

<br />

<br />

Loans:<br />

<br />

Repayments and disposals during year<br />

<br />

Provisions:<br />

<br />

Provided<br />

Released<br />

<br />

Share of reserves:<br />

<br />

Cu rrency retranslation<br />

Increase in year<br />

Disposals<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

The net book value of investments in listed related companies is nil (1985 nil). The net book value<br />

of other investments includes 516.4m (1985 S0.3m) in respect of listed investments (market value<br />

516/m -<br />

1985 $0.3m). Dividends received and receivable from unlisted related companies<br />

amounted to 52.6m (1985 52.5m).<br />

<br />

<br />

<br />

<br />

<br />

<br />

Net book values: 31 March 1986 <br />

<br />

<br />

Comoanv<br />

Cost ofshares:<br />

<br />

Pre-acquisition dividends<br />

Acquisitions<br />

Disposals<br />

<br />

Loans<br />

<br />

Loans during year<br />

Repavments during year<br />

<br />

Provisions:<br />

<br />

Released<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Net book values: 31 March 1986<br />

<br />

<br />

Provisions against investments in subsidiaries includes 566.8m (1985 nil) to cover deficits in<br />

certain subsidiaries' reserves in excess of the Company's cost of investments in shares and loans.<br />

38


Princlpal subsidiaries<br />

The companies set out below are those which, in the opinion of the directors and in terms of<br />

assets and/or results, are the principal subsidiaries in each product sector. Except where<br />

otherwise indicated, the country of incorporation is England and operations aie within the<br />

United Kingdom, the shares are in equity capital and the companies are wholly-owned.<br />

n denotes that shares are held through a subsidiary.<br />

Rental and Retail<br />

<strong>THORN</strong> <strong>EMI</strong> Home Electronics Ltd (excluding Ferguson division)<br />

Technology<br />

U <strong>THORN</strong> <strong>EMI</strong> Electronics Ltd<br />

<strong>THORN</strong> <strong>EMI</strong> Information Technology Ltd<br />

Thorn Ericsson Telecommunications (Holdings) Ltd (51%)<br />

INMOS International plc (94.7o/")<br />

Entertainment<br />

n Capitol Industries-EMl Inc (USA)<br />

fl <strong>EMI</strong> Records Ltd<br />

<strong>THORN</strong> <strong>EMI</strong> Screen Enrertainment Ltd (sold 24 April 1986)<br />

Consumer and Commercial<br />

<strong>THORN</strong> <strong>EMI</strong> Appliances Ltd<br />

<strong>THORN</strong> <strong>EMI</strong> Lighting Ltd<br />

<strong>THORN</strong> <strong>EMI</strong> Home Electronics Ltd (Ferguson division)<br />

Internatlonal<br />

fl <strong>THORN</strong> <strong>EMI</strong> (Australia)Ltd(75%) and similar holding<br />

companies (mostly wholly owned) in other countries<br />

operate in most of the product secrors indicated above.<br />

Principal related companies<br />

The principal investments of the Group in the equity share capital of related companies are<br />

shown below:<br />

Entertalnment<br />

Thames Television PLC<br />

<br />

Consumer and Commercial<br />

J2T Holdings BV<br />

Principal country<br />

of incorporation<br />

and operation<br />

England<br />

Japan<br />

<br />

<br />

<br />

<br />

<br />

Netherlands<br />

*The percentage shareholdings in Thames Television PLC are A ordinary (voting) 50% and 'B'<br />

grdinaly (non-voting) 47"/". The shares are held by a subsidiary in which the Conipany owns<br />

4O%" of the issued voting shares and 95o/" of the total issued oidinary shares, maki?rg the effective<br />

holding 46%. Since the year-end, the Group holding in Thames Television PLC hasbeen reduced<br />

to 28.75Y".<br />

Other investments<br />

The Company-oq/ns 22%" of the ordinarv share capital of Myson Group plc, acquired in March<br />

1986 as part of the consideration for the sale of <strong>THORN</strong> EMi Heating fjmiteO. Myson Group plc is<br />

not classified as a related company because the Group s influence over the affairs of that company<br />

is restricted.


Trade debtors:<br />

Due within one year<br />

Due after more than one year<br />

Unsecured bank borrowing. repavable in one year or less<br />

<br />

36.O<br />

f 0.6<br />

46.6<br />

(4O.O)<br />

6.6<br />

In March 1985, the business of financing the hire purchase operations of a subsidiary.was<br />

transferred to a new subsidiary whose external net assets are shown above. Trade debtors<br />

comprise amounts receivable under hire-purchase contracts and these are financed by a specific<br />

revolving short-term borrowing facility, guaranteed by the Company.<br />

<br />

Raw materials and comPonents<br />

Vork in Drogress<br />

Finished soods<br />

Films, television and video productions<br />

Other<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

'Work in Droqress<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

SSAp9. This constitutes a depirture from ihe statutory valuation rules, but is required by 5228(2)<br />

of the Companies Act l9S5 to enable the accounts to give a true and fair.view. As orogress<br />

payments cinnot meaningfully be allocated between cost and profit, it is impracticable to .<br />

belermine the effect of rh6 departure on the value of long-term contract work in progress shown<br />

<br />

<br />

Group<br />

<br />

<br />

<br />

<br />

<br />

Trade debtors <br />

Royalty advances<br />

<br />

Amounts owed by subsidiarY<br />

companies<br />

Amounts owed by related<br />

companies <br />

Balance of amount due on sale ol<br />

Screen Entertainment division<br />

<br />

Other debtors<br />

<br />

<br />

Company<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Trade debtors<br />

<br />

Other debtors


Repayrnent<br />

dates<br />

<br />

<br />

<br />

Group<br />

<br />

Bank loans (at variable rates):<br />

<br />

<br />

Others<br />

<br />

Unsecured loan stocks:<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Variable rate<br />

<br />

Other loans<br />

Various <br />

<br />

Certain of the loan stocks can be<br />

redeemed at a premium before the<br />

final dates quoted.<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

9t/t%" notes <br />

Variable rate notes <br />

<br />

9"2 notes <br />

7%" convertible bonds <br />

<br />

Others<br />

Various <br />

<br />

<br />

<br />

<br />

Bank loans<br />

(at variable rates) Various 16.6 <br />

Others<br />

<br />

<br />

<br />

<br />

Total loans <br />

<br />

Bank overdrafts<br />

- sterling<br />

<br />

other currencies <br />

-<br />

Others <br />

- sterling<br />

- other currencies Total short term borrowings<br />

<br />

<br />

<br />

<br />

<br />

<br />

Total borrowings<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Net borrowings <br />

<br />

<br />

Bank loans and overdrafts totalling 51ll.3m (1985 593/m) and equivalent amounts of liquid<br />

funds are not reflected above, as the banks concerned have rights of set-off in respect of these<br />

balances. Of the total group borrowings, 51.8m (1985 52.4m) is secured.


Borrowings comprise:<br />

Amounts falling due within one year:<br />

Overdrafts and other short-term<br />

borrowings<br />

Group<br />

<br />

<br />

<br />

<br />

Company<br />

<br />

<br />

<br />

<br />

<br />

<br />

Loans<br />

<br />

<br />

Amounts falling due after more than<br />

one year, which are repayable as<br />

follows:<br />

Between one and two years<br />

<br />

Between two and five years<br />

<br />

<br />

<br />

After five years<br />

-<br />

by instalments<br />

<br />

<br />

- other <br />

<br />

<br />

19 OTHER CREDITORS: amounts fafHng due within one_Ilq4r<br />

Group<br />

Company<br />

<br />

<br />

<br />

<br />

Rentals in advance<br />

<br />

Customer deposits<br />

<br />

Trade creditors <br />

Royalties and fees payable<br />

<br />

Amounts owed to subsidiary<br />

companies<br />

<br />

Amounts owed to related<br />

companies<br />

<br />

Corporation tax United Kingdom <br />

-<br />

- overseas<br />

<br />

Other taxes including VAT and<br />

social security costs<br />

<br />

Other creditors<br />

Accruals and deferred income<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

2O OTHER CREDITORS: amounts falltng due after more then one year<br />

Group<br />

Companv<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Amounts owed to subsidiary<br />

comDanies<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Accruals and deferred income


Excess of accumulated taxation<br />

allowances over corresponding<br />

depreciation provided:<br />

Property, plant, equipment and<br />

vehicles<br />

Rental equipment<br />

Other timing differences<br />

Advance corporation tax<br />

Movements durine the vear:<br />

<br />

Currency retranslation<br />

Arisinq during the year<br />

Other movements<br />

<br />

Group<br />

<br />

<br />

<br />

<br />

<br />

ComDanv<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

(i) If certain properties, which were revalued prior to acquisition, were to be sold at the net book<br />

values included in the consolidated balance sheet, a taxation liability of approximately S6m, not<br />

reflected above, would arise.<br />

(ii) No provision has been made for any taxation liabilities which might arise in the event of the<br />

sale of related companies at the amounts at which they are stated in the consolidated balance<br />

sheet (see note 14).<br />

<br />

<br />

Group<br />

<br />

Currencv retranslation<br />

Pensions ation costs<br />

<br />

<br />

'Warranty<br />

and other<br />

<br />

Sm<br />

<br />

o':pqgL9!!Ers$e'<br />

Expenditure during the year<br />

Charged against:<br />

profit before taxation<br />

extraordinary items<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

(i) The pension provisions arise largely in overseas companies in respect of employees not<br />

covered by the Groups funded<br />

<br />

schemes.<br />

(ii) The warranty and other provisions include the estimated cosr<br />

service.<br />

of guaranteed after-sales<br />

<br />

<br />

Exoenditure during the year


Ordinary Shares of25p each<br />

77" Convertible Redeemable<br />

Second Cumulative Preference<br />

Shares 1992199 of Sl each<br />

3 .5 %" Cumulative Preference Shares<br />

of5l each<br />

Ordinary Shares in issue:<br />

<br />

On acquisition:<br />

of Shares in SMB Computers Ltd<br />

of Shares in INMOS International plc<br />

of Shares in Revolver Records Ltd<br />

of EPS Consultants<br />

On Conversionof 7%o Redeemable Preference<br />

Shares<br />

On exercise of Options:<br />

Executive Scheme<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Number<br />

<br />

<br />

Nominal<br />

value<br />

<br />

<br />

<br />

<br />

<br />

Premium<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Savinqs Related Scheme <br />

<br />

7o/o Convettible Redeemable Second Cumulatlve Preference Shares 1992199<br />

In October of each of the years 1986 to 1992 inclusive, holders of theT%" Convertible Preference<br />

Shares have the right to convert all or any of such Shares into fully paid Ordinary Shares of 25p<br />

each at the rate of 1 Ordinary Share for every four 7% Convertible Preference Shares. The<br />

Company is entitled to redeem rheTYo Convertible Preference Shares at par after 1992 and must<br />

so redeem on 31 December 1999 any such shares remaining in issue. On redemption, theTo/o<br />

Convertible Preference Shares are converted and reclassified and form part of the authorised<br />

Ordinary Share Capital .57,124 7% Convertible Preference Shares were converted on application<br />

of holders with effect from 3l October 1985. The conversion was dealt with by means of<br />

redemptionoutof theproceedsof anissueforcash at4OOp perShare of 16,781 OrdinaryShares.<br />

7o/o Coo,vettlble Guaranteed Bonds 1988<br />

US$205,000 nominal of Bonds, convertible into Ordinary Shares at a price (after adjusting for<br />

rights issue) of 348p per share and a fixed exchange rate of US$1.88525, werc outstanding at<br />

3l March 1986. The Bonds are convertible at any time up to 1988.


Share Options<br />

At 3l March 1986, the following options were outsranding:<br />

Executive Scheme<br />

(a)f Options granted in October 1982 at a price of 378p* per share, normally exercisable<br />

between October 1985 and October 1992, remzined capable of being exercised in respect of<br />

885,000 Ordinary Shares.<br />

(b)f Options granted in September 1983 ar a price of 577p* per share, normally exercisable<br />

lgqween September- 1986 and September 1993 remained capable of being exercised in respect of<br />

662,ooo Ordinary Shares.<br />

(c) Options granted in October 1984 at a price of 418p per share, normally exercisable berween<br />

October 1987 and October 1994, rcmalned capable of being exercised in iespect of 947,250<br />

Ordinary Shares.<br />

(d) Options granted in February 1985 at a price of 45Op per share, normally exercisable berween<br />

February 1988 and February 1995, rcmained capable of being exercised in respecr of 31,000<br />

Ordinary Shares.<br />

(e) Options granted in October 1985 at a price of 355p per share, normally exercisable berween<br />

October 1988 and October 1995, remained capable of being exercised in respect of l,O9l,5OO<br />

Ordinary Shares.<br />

Savlngs Related Scheme<br />

(a) Options granted in October 1982 at a price of 325.97p* per share, normally exercisable<br />

between February andJuly 1988, remained capable of being exercised in resp-ct of 3,448,926<br />

Ordinary Shares.<br />

(b) Options granted in October 1983 at a price of 509.54p. per share, normally exercisable<br />

betweenJanuary andJuly 1989, remained capable of being exercised in respecr of 529,3O3<br />

Ordinary Shares.<br />

(c) Options granted in November 1984 at a price of 375.00p per share, normally exercisable<br />

between February andJuly 1990, remained capable of being exercised in respect of 1,447,484<br />

Ordinary Shares.<br />

(d) Options granted in November 1985 at a price of 321,OOp per share, normally exercisable<br />

between February andJuly 1991, remained capable of being exercised in respect of 692,8o9<br />

Ordinary Shares.<br />

f.Parallel Options granted in Octobe r 1984 under the terms of the 1984 Executive Option Scheme at 4t8p per<br />

share; such options can only be exercised as an alternative to oprions previously granted.<br />

.Adiusted for rights issue.<br />

<br />

Group Company<br />

<br />

<br />

Currency retranslation<br />

Gains on foreign currency borrowings<br />

Goodwill on acquisitions in the year<br />

(18.9)<br />

25.8<br />

(14.0)<br />

Deficit for the vear (41.9) (22.1)<br />

<br />

(i) Groupreservesat3t<br />

tuodl-.r-1us5s86)i"--<br />

respect of related companies.<br />

(ii) Provision continues to be made within deferred taxation for the additional liability which<br />

would arise on the foreseeable distribution of overseas companies' retained profits.<br />

24.2


NOTES TO THE ACCOUNTS<br />

continued<br />

<br />

<br />

Group<br />

Company<br />

<br />

Capltal exDenditure <br />

<br />

Contracted for, but not provided for<br />

in the accounts <br />

<br />

<br />

Authorised by the directors, but not<br />

yet contracted fof<br />

<br />

<br />

<br />

<br />

<br />

Lease commltments<br />

There were net obligations under<br />

finance leases at 31 March 1986 as<br />

follows:<br />

Payable in the first year<br />

Payable in the second to fifth<br />

years inclusive<br />

Payable after the fifth year<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

There were the following contingent liabilities at 3l March 1986:<br />

(i) Claims arising from litigation whlch are being contested and, based on consultation with legal<br />

counsel, are not considered likely to result in any liability significantly in excess of provisions in<br />

the accounts.<br />

(ii) Guarantees, bills discounted and other contingent liabilities totalling 55 5.2m for the Group.<br />

(iii) Guarantees and commitments by the Company for film finance totalling 53 5 .5m, which<br />

reduced by $8.5m on completion of the sale of the Screen Entertainment division. The<br />

remaining S270m was the subiect of counter-indemnities from the purchaser.<br />

(iv) Guarlntees by the Company totallingSlT2.5m in respect of subsidiaries' liabilities included<br />

in the Group accounts.


A significant number of employees in the UK belong to the recently merged <strong>THORN</strong> <strong>EMI</strong> Pension<br />

Fund which is self-administered and externally funded. Employees overseas belong to pension<br />

schemes administered and financed in accordance with local practice and legislation: some of<br />

these are internally funded and the amounts set aside are shown as provisions (note 22).<br />

Contributions in all cases are made in accordance with actuarial recommendations in order that<br />

benefits can be met as and when they fall due.<br />

Following the merger of the <strong>THORN</strong> <strong>EMI</strong> fund and the <strong>EMI</strong> scheme an actuarial valuation<br />

was made of the new fund at 5 April 1985. This disclosed a surplus which has been appropriated<br />

in part by an improvement in benefits and in part by a reduction in the funding rates. Ordinary<br />

contributions to the fund by members have been permanently reduced from 6"/" of contributory<br />

pay ro 5%" with effect from 1 April 1986. In the year to 31 March 1986 the contribution to the<br />

fundby<strong>THORN</strong><strong>EMI</strong>was setztT.zyo of contributorypayandfortheperiod l April 1986to<br />

3l March 1989ithasbeenset at2.5%o perannum. Asaresultof thesechangestheanticipated<br />

reduction in company contributions in the 1986/87 financial year compared with 1985/86 will be<br />

in the order of $9ml$lOm.<br />

After the foregoing appropriations a residual surplus of S25m was left which is being<br />

carried forward in the fund as a contingency reserve.<br />

28 DIRECTORS' INTERESTS<br />

The beneficial interests of the directors in the share capital of the Company were as follows:<br />

<br />

<br />

Options<br />

Options<br />

ovef<br />

over<br />

Ordinary Ordlnary Ordinary Ordinary<br />

Shares Shares Shares Shares<br />

<br />

<br />

H G Mourgue<br />

C G Southgate<br />

<br />

<br />

<br />

<br />

<br />

The Lord Brabourne<br />

Sir Trevor Holdsworth<br />

<br />

<br />

<br />

<br />

H I Maxmin<br />

<br />

<br />

<br />

<br />

I H Owen<br />

<br />

<br />

f includes Ordinary Shares under the Savings Related Share Option Scheme.<br />

In addition to the holdings shown above, at the beginning and at the end of the year under review<br />

SirGrahamlW.ilkins,DrHJMaxminandSirJohnReadwereinterestedin4O6, l00and3,O94 7%<br />

Convertible Redeemable Second Cumulative Preference Shares 1992199 respectively. Mr R H H<br />

Nellist acquired on 13 May 1985, and retained for the rest of the year, 100 7% Convertible<br />

Redeemable Second Cumulative Preference Sharcs 7992199.<br />

No transactions subsequent to 31 March 1986 have been notified.<br />

Except as stated above, or in respect of a contract of service, neither the directors nor any<br />

members of their families have, during the year ended 31 March 1986 or in the period since that<br />

date, had any material interest in any contract with the Company or a subsidiary.


Ve have examined the accounts of <strong>THORN</strong><br />

<strong>EMI</strong> plc set out on pages 29 to 47. These have<br />

been prepared under the historical cost<br />

convention. Our audit has been carried out in<br />

accordance with approved auditing standards.<br />

In our opinion the accounts give a true and<br />

fair view of the state of affairs of the Company<br />

and of the Group, so far as concerns Members<br />

of the Company, at 31 March 1986 and of the<br />

profit, changes in reserves and source and<br />

application of funds of the Grqpp for the year<br />

then ended and comply with the Companies<br />

Act 1985.<br />

Ernst & Vhinney<br />

Chartered Accountants<br />

London l0July 1986


Results<br />

Tirrnover<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Profit before taxation<br />

?xation<br />

<br />

<br />

<br />

Profit before extraordinary items <br />

<br />

Earnings per Ordinary Share<br />

Dividends per Ordinary Share<br />

'After adjustment for the bonus element of the 1984 rights issue<br />

<br />

<br />

<br />

<br />

<br />

Employment of capltal<br />

Property, plant, equipment and<br />

vehicles<br />

Rental equiDment<br />

Fixed asset investments<br />

Net assets of financing subsidiary<br />

Stocks and debtors<br />

Creditors and provisions, excluding<br />

deferred tax and borrowings<br />

Capital employed<br />

Share capital<br />

Share premium<br />

Reserves<br />

Minority interests<br />

Net borrowings<br />

Deferred taxation<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

236.6


BOARD OF DIRECTORS<br />

Sir Graham rVilkins Cbairman and<br />

Cbief Executiue<br />

H G Mourgue Vice Cbairman<br />

C G Southgate Managing Director<br />

HJ Maxmin<br />

R H H Nellist<br />

I H Owen<br />

Non-executive<br />

Sir Villiam Barlow<br />

Sir Trevor Holdsworth<br />

SirJohn Read<br />

Sir Ian Tlethowan<br />

Associate Dlrectors<br />

T Mayer cnr<br />

V B Menon<br />

RENTAL AND RETAIL<br />

<strong>THORN</strong> <strong>EMI</strong> Home Electronlcs<br />

(UK)Limtted<br />

HJ Maxmin Chairman & Cbief Executiue<br />

S McAllister Personnel<br />

MEMetcalf Finance<br />

M D Young Eusiness Deuelopment<br />

Rental and Retail -<br />

UK<br />

MJ Barnes Higb Street Electronics<br />

J A Geers Higb Street Operations<br />

L E Govier TV & Video Centres<br />

I Gray Rumbelous<br />

R B Robertson Radio Rentals<br />

R F Spragge DER<br />

Internatlonal<br />

HBiarnt Fona<br />

R A L Campbell International Rentals<br />

lDuffell HMV Sbops<br />

Ferguson<br />

D P McNaughton<br />

CORPORATE<br />

R Charlton Company Secretary<br />

R F Eade International<br />

K Gray Researcb<br />

R P Hayes Corporate Communications<br />

R H H Nellist Finance Director<br />

J B Richards Personnel<br />

D Young M ana gem ent D eue I op m ent<br />

Financlal<br />

JJ S Brown Financial Analysis<br />

D A MacKechnie Control and Auclit<br />

D T Smith Tieasury and Thx<br />

T S Taylor Group Accounting<br />

Administration<br />

t] T Burford Purchasing<br />

G J Cant Estates<br />

K W Flack Insurance<br />

R A Hurst Patents<br />

P P Richbell Zegal<br />

DJ Webb Assistant Secretary<br />

J \(zinters Emplctyee Commun icLtt iotts<br />

C N E Voodley Public Affairs<br />

TECHNOLOGY<br />

T Mayer Cbief Executiue<br />

JASBright Engineering<br />

J Hughes Personnel and Organisation<br />

S A Pandit Finance and Planning<br />

Electronics<br />

T Mayer<br />

Sensors and Securlty Systems<br />

C M Power<br />

Informatlon Systems<br />

M L Shone<br />

Informatlon Services<br />

C J \food<br />

Telecommunications<br />

D MacDougall<br />

Semiconductors<br />

D Stevenson<br />

Measurement<br />

WJ Goldfinch


MUSIC<br />

<strong>EMI</strong> Music<br />

V B Menon Cbairman 6 Cbief Executiue<br />

P E Andry International Classical Diuision<br />

D Lawhon Tbcbnical Resources<br />

G Manufacturing<br />

B Southall Public Relations<br />

<strong>EMI</strong> Muslc North Amerlca &Japan<br />

V B Menon President<br />

E Cbief Operating Officer<br />

G CollinsJapan<br />

R E Cousino Tbcbnologlt Deuelopment<br />

J D Evans Capitol Canada<br />

C P Fitzgerald Finance<br />

A F M Harford Human Resources<br />

E CKhoury Magnetic Products & Retail<br />

B Lundvall Manbattan/Blue Note Records<br />

J Mazza <strong>EMI</strong> America Records<br />

R B O'Neill Zegal<br />

H Posnerlssistant to tbe President<br />

D R tVhite Records Group Seruices<br />

FJ \Willms Music Publisbing<br />

D E ZimmermAnn Capitol Records<br />

<strong>EMI</strong> Music Europe & International<br />

KA C East President<br />

& Cbief Operating Officer<br />

CJHodgson Finance<br />

R Kruize,46R and Marketing<br />

RJ Legg Human Resources<br />

G Marriott Business Affairs and Copyrigbt<br />

R Perry UK 6 Ireland<br />

A Rotelli Continental Europe<br />

D Stockley International<br />

H L Simpson,4.lanufacturing & Distribution<br />

R N \trhire Music Publisbing<br />

INTERNATIONAL<br />

<strong>THORN</strong> <strong>EMI</strong> Australia<br />

Sir John Mason Non- exec u t i t' e C b airman<br />

J P Slater Managinp4 Director<br />

D Snell Music<br />

BJeanes TbchnoloSSt<br />

DJordon Canberra TV Sert,ices<br />

L Palmer Radio Rentals<br />

J H Parker Finance 6 Admirxistration<br />

G H Raymond Electronics<br />

<strong>THORN</strong> <strong>EMI</strong>Japan<br />

$7 A Cripps<br />

<strong>THORN</strong> <strong>EMI</strong> Hong Kong<br />

KJ \ilard<br />

<strong>THORN</strong> <strong>EMI</strong> New Zealand<br />

Sir Laurence Stevens Non -executiue Cbairman<br />

C G Martin Managing Director<br />

<strong>THORN</strong> <strong>EMI</strong> South Africa<br />

Dr T F Muller Non-executiue Cbairman<br />

RLeComber Music<br />

G B Beadle Kenuood<br />

K S Schrader Zigbting<br />

CONSUMER AND COMMERCIAL<br />

Appllances and Lighting Group<br />

I H Owen Cbairman<br />

W B Heslop Planning<br />

M H Levett Personnel<br />

D E Midgley Financial<br />

AJ A Sutherland Engineering<br />

<strong>THORN</strong> <strong>EMI</strong> Maior Domestic Appliances<br />

J R Crathorne Chief Executiue<br />

P Buckle Managing Director Electrical Appliances<br />

D Cropper Managing Director -<br />

Gas Appliatzces<br />

-<br />

<strong>THORN</strong> <strong>EMI</strong> Kenwood Small Appliances<br />

T C Parker Managing Director<br />

<strong>THORN</strong> <strong>EMI</strong> Lighting<br />

I H Owen Cbairman<br />

R M Everett Vice Cbairman<br />

R D H Bryce trIanagingi Director<br />

Foodservice Equipment<br />

P Bos Dito Sama<br />

D Covenev Stott Benbam<br />

E Stevens Cr-ypto Peerless<br />

Flow Measufement<br />

R Hanson Cbief Executiue<br />

E T Vidler Pol.ymer Components


Notice is herebv given that the Annual General Mceting of <strong>THORN</strong> <strong>EMI</strong> plc u'ill be held in the<br />

Methven Room, Centre Point, 103 New Oxford Street, London \wClA 1DU on Thursdar',<br />

11 September 1986 at 11.45 am (or as soon thereafter as the Extraordinarv General Meeting of the<br />

Company convened for that day shall have been concluded or adiourned) for the following<br />

purposes:<br />

1. To receive and consider the Report of the Directors and Statement of Accounts for the vear<br />

ended 3l March 198(-r<br />

2. To declare a final dividend on the Orclinarv Shares<br />

3. To re-elect Directors<br />

4. To appoint auditors and to authorise the Directors to fix their remuneration<br />

5. To consider and, if thought fit, to pass the following Resolution which will be proposed as an<br />

Ordinarv Resolution:<br />

That:<br />

i) the Directors be and they are herebv generalll'and unconditionallv authorised for the<br />

purpose of Section 80 of the Companies Act 1985 to allot relevant securities (as definecl in<br />

that Act) up to a maximum nominal amount equal to the authorise d share capital of the<br />

Company remaining unissued at the date of this resolution to such persons at such times<br />

and upon such terms and conditions as the,v may determine (subject to the Articles of<br />

Association of the Company) during the period expiring at the end of fifteen months from<br />

the date of the passing of this resolution, and<br />

ii) the Company may at any time prior to the expiration of such authorit]' make an offer or<br />

agreement which would or might recluire relevant securities to be allotted pursuant thereto<br />

after expiration of such authority.<br />

6. To consider and, if thought fit, to pass the following Resolution u,'hich u'ill be propose d as a<br />

Special Resolution:<br />

That:<br />

i) Subject to the passing of Ordinary Resolution No. 5 above the Directors be empowered<br />

pursuant to Section 95 of the Companies Act 1985 to allot equit,v securities (as defined in<br />

Section 94(2) of the Companies Act 1985) as if Section 89(1) of that Act did not apply to the<br />

allotment; and references in this Resolution to the allotment of equity securities include<br />

references to the grant of a right to subscribe for or to convert an1' securities into relevant<br />

shares (as delined by the Section 94(5) of that Act) in the Company; provided that the<br />

power conferred by this Resolution shall be limited to the allotment of equity securities up<br />

roan^ggreg te nominal value of 53,560,478.00 (being 5% of the aggregate nominal value<br />

at the date of the passing of this Resolution of the issued and unissued equity share capital<br />

of the Company) or in connection with a rights issue in favour of holders of Ordinary<br />

Shares where rhe equiry securities attributable to each holder are proportionate (as nearly<br />

as may be practical) to the number of Ordinary Shares held by such holder but subject t


Shareholders <br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

10,001 and above <br />

<br />

<br />

<br />

Banks and nominees<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Pension funds <br />

Other corporate bodies<br />

<br />

<br />

<br />

<br />

Interim results announced December<br />

Final results announced July<br />

Dividend Payments<br />

On Ordinary Shares:<br />

tnterim paid 7 March 1986<br />

Final to be paid J October 1986<br />

An 35% Preference Sharesr<br />

3l March and 30 SePtember<br />

On 7 Y. Convertible Preference Shares:<br />

J0June and 31 December


Shareholders <br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

10,001 and above <br />

<br />

<br />

<br />

Banks and nominees<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Pension funds <br />

Other corporate bodies<br />

<br />

<br />

<br />

<br />

Interim results announced December<br />

Final results announced July<br />

Dividend Payments<br />

On Ordinary Shares:<br />

tnterim paid 7 March 1986<br />

Final to be paid J October 1986<br />

An 35% Preference Sharesr<br />

3l March and 30 SePtember<br />

On 7 Y. Convertible Preference Shares:<br />

J0June and 31 December

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