Restricted - External Karine Elias+971 43 621017karine.elias@barclays.comBarclays Bank, DIFCBen Haseler, CFA+44 (0) 20 3555 0089benjamin.haseler@barclays.comBarclays, UK ratings even while theeffectswere unknown. Moody'sreaffirmedat Baa3 on 30 April 2025 andS&P at BBB- on 13 May 2025.Following the move to investment grade, we are dropping coverage of Marks & Spencer atthe bond level and initiating IG coverage with an Overweight rating. We recommend thatinvestors switch out of NXTLN £3.625% 2028s into MARSPE £3.25% 2027s, picking up0.5pts in cash and 33bp in Z-spread while shortening duration.Credit ratingsMoody's - Baa3/StableOn 30 April 2025, Moody's reiterated its Baa3/Stable rating for M&S, viewing the group's currentfinancial headroom as ample even though the cyber attack's implications for sales and earningswere not yet known at the time. As of September 2024, gross leverage was 2.2x, down from 2.6xin March 2024 and 3.4x in April 2023. Levels at September 2024 were materially below the 3.0xdowngrade threshold. Moody's also took comfort in M&S's "excellent" liquidity position, with acash balance of £619mn at 30 September 2024, in addition to a £850mn undrawn RCF maturingin June 2027.S&P - BBB-/StableOn 13 May 2025, S&P published a report on M&S that did not constitute a rating action,confirming that given the headroom under its credit metrics, the significant cyber incident hasnotaffectedratings. Prior to this incident, S&P forecast that M&S would maintain leverage at1.5-2.0x and FFO to debt of 40-45%, while downgrade thresholds are 3.0x and below 30%,respectively. Although the financialeffectsof the cyber attack are clearly a challenge and, at thetime of S&P's report, were unknown, the material headroom led S&P to comfortably maintainits current BBB-/Stable rating. S&P expects M&S to be beholden to higher promotional expensesand discounts in the near term to compensate customers for the disruption. Managementstated on the conference call that full-price sales were 80% last year and that although it wouldnot like to get into heavy discounting, it recognises that the group will have to maximise itsoutlets.Cyber-attack timeline22 April 2025•M&S announced intraday that it had "been managing a cyber incident over the past fewdays".°The £2027s initially fell £0.25 following the announcement.°The 5y € CDS tightened by 2bpafterthe announcement and closed around those levels.25 April 2025•M&S announced intraday that it had "made the decision to pause taking orders via our UK &Ireland websites and apps and some M&S International operated websites".°The £2027s initially traded £0.10 lower following the announcement but closed the dayrecovering the initial drop.°The 5y € CDS tightened by 1bpafterthe announcement and closed incrementally wider.30 April 2025 2 •Moody's published a report stating "M&S' cyber incident is credit negative, but it has amplefinancial headroom at current rating level".°The £2027s initially traded £0.10 higher intraday before closing incrementally higher.°The 5y € CDS widened by a maximum of 2bp and closed 1bp wider.13 May 2025•M&S announced intraday that "some of (its customers') personal data has been taken.Importantly, the data does not include useable payment or card details, which we do nothold on our systems, and it does not include any account passwords".•S&P published a report stating the "cybersecurity breach reported by Marks and Spencerdoes not currentlyaffectits ratings".°The £2027s initially traded £0.10 lower intraday, recovering to close the day £0.15offthelows.°The 5y € CDS widened by 2bp intraday and closed justoffthose levels.14 May 2025•TheFinancial Timespublished a story stating the company is preparing to claim against itscyber insurance policy, which allows up to £100mn to be paid out.°The £2027s fell £0.15 from the highs and closed around those levels.°The 5y € CDS widened by 2bpafterthe announcement and closed at those levels.16 May 2025•Barclays Equity Research cut its price target from 440p to 430p, estimating £200mn in costsrelated to the cyber attacks, partiallyoffsetby the assumed £100mn insurance payout.°The £2027s initially traded £0.12 lower intraday, recovering to close the day at the intradayhighs.°The 5y € CDS traded 1bp tighter intraday before closing 1bp wider.21 May 2025•M&S reported FY25 results, clarified an expected operating profit impact from the cyberattacks of £300mn with operations to fully return by the end of July 2025. Managementhosted its conference call at 9:45am on the same day.°The £2027s initially traded £0.13 lower intraday and traded sideways subsequently.°The 5y € CDS traded 2bp wider intraday before closing 1bp tighter.Bond and CDS reactions to the cyber incident have been far more muted than those seen earlierin April 2025 in reaction to "Liberation Day" and the subsequenttariffpause announcements.The intraday variance of the 3.25% £2027s' price and 5y € CDS has declined materially followingthe turbulence of 3-11 April 2025. 3