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ANNUAL REPORT and ACCOUNTS 2019 WH Smith PLC ANNUAL REPORT and ACCOUNTS 2019 ACCOUNTS and REPORT ANNUAL CONTENTS

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ANNUAL REPORT and ACCOUNTS 2019 WH Smith PLC ANNUAL REPORT and ACCOUNTS 2019 ACCOUNTS and REPORT ANNUAL CONTENTS ANNUAL REPORT AND ACCOUNTS2019 WH Smith PLC ANNUAL REPORT AND ACCOUNTS 2019 CONTENTS STRATEGIC REPORT About us 1 Group at a glance 2 Business model and strategy 4 Our markets 6 Chairman’s statement 7 Chief Executive’s review 8 – Review of operations: Travel 10 – Review of operations: High Street 12 – Financial review 14 Key performance indicators 18 Principal risks and uncertainties 20 – Brexit 24 – Viability statement 24 Non-financial information statement 25 – Corporate responsibility programme 25 – Environment 25 – Greenhouse gas emissions 26 – Waste management 27 – Sustainable forestry 27 – Ethical trading and human rights 27 – Social and community matters 28 Employees 28 CORPORATE GOVERNANCE Corporate governance report 31 – Board of Directors 31 – Audit Committee 35 – Nominations Committee 40 – Remuneration Committee 41 Directors’ biographies 42 Directors’ remuneration report 44 Directors’ report 59 Statement of directors’ responsibilities 62 FINANCIAL STATEMENTS Independent auditors’ report 63 to the members of WH Smith PLC Group income statement 72 Group statement of comprehensive income 73 Group balance sheet 74 Group cash flow statement 75 Group statement of changes in equity 76 Notes to the financial statements 77 Company balance sheet 114 Company statement of changes in equity 114 Disclaimer This Annual report has been prepared for, and only for, the members of the Company, as a body, Notes to the Company financial statements 115 and no other persons. The Company, its directors, employees, agents or advisers do not accept or assume responsibility to any other person to whom this document is shown or into whose hands it may come and any such responsibility or liability is expressly disclaimed. By their nature, ADDITIONAL INFORMATION the statements concerning the risks and uncertainties facing the Group in this Annual report involve uncertainty since future events and circumstances can cause results and developments to differ materially from those anticipated. The forward-looking statements reflect knowledge Glossary 117 and information available at the date of preparation of this Annual report and the Company undertakes no obligation to update these forward-looking statements. Nothing in this Annual Information for shareholders 119 report should be construed as a profit forecast. STRATEGIC REPORT ABOUT US WH Smith PLC is one of the UK’s leading REVENUE REPORT STRATEGIC travel retailers with a smaller business located on the UK high street. £1,397m WHSmith Travel is a leading travel retailer with a presence in a wide range of locations in the UK including airports, hospitals, railway stations and motorway service areas with a fast growing International GOVERNANCE CORPORATE HEADLINE GROUP PROFIT BEFORE TAX1 business in 30 countries, mainly in airports. WHSmith High Street is present mainly in £155m prime locations on most of the significant high streets and shopping centres in the UK. WHSmith reaches customers online via www.whsmith.co.uk, its specialist GROUP PROFIT BEFORE TAX personalised greetings cards and gifts STATEMENTS FINANCIAL website www.funkypigeon.com, its specialist online pen shop www.cultpens.com and through its personalised stationery websites £135m www.treeofhearts.co.uk and www.dottyaboutpaper.co.uk. WHSmith employs approximately ADDITIONAL INFORMATION ADDITIONAL HEADLINE EARNINGS PER SHARE1 14,000 colleagues. WH Smith PLC is listed on the London Stock Exchange (SMWH) and is included 114.7p in the FTSE 250 Index. A commitment to the principles of corporate responsibility is a key focus for WHSmith. DIVIDEND PER SHARE Find out more about WHSmith at www.whsmithplc.co.uk. 58.2p @whsmith youtube.com/WHSmithDirect DIVIDEND PER SHARE – GROWTH @whsmithofficial linkedin.com/company/whsmith +8% Find out more at whsmithplc.co.uk 1 Headline measures exclude Non-underlying items as described on page 117 for definition of Alternative performance measures (‘APM’). WH SMITH PLC ANNUAL REPORT AND ACCOUNTS 2019 1 STRATEGIC REPORT GROUP AT A GLANCE WH SMITH PLC IS MADE UP OF TWO CORE BUSINESSES: TRAVEL AND HIGH STREET TRAVEL GROSS MARGIN 2 WHSmith Travel is a leading travel retailer in the REVENUE GROWTH UK with a fast growing international business outside of the UK. During the year, we acquired InMotion, £817m 100bps a market leading digital accessories retailer in (2018: £672m) (2018: 120bps) US airports. InMotion has an excellent store portfolio with 116 stores across 43 airports. On 17 October 2019, we also announced our intention to acquire Marshall Retail Group, a leading and fast growing US TRADING PROFIT1 UNITS travel retailer, further accelerating our international reach in the world’s largest travel retail market. WHSmith Travel sells a range of products serving £117m 1,019 customers in travel locations or in need of a (2018: £103m) (2018: 867) convenience offer. Our goal is to be the leading retailer in news, books and convenience for the world’s travelling customer. As at 31 August 2019, the business operated from 1,019 units (2018: 867 units), mainly in the UK, in airports, hospitals, railway stations and motorway service areas. 433 of these units (2018: 286 units) are outside the UK across 30 countries and mainly in airports. Travel delivered another strong trading profit1 performance at £117m, up 14 per cent year on year. We made good progress in Travel’s growing International business, winning an additional 45 units, (including WHSmith and InMotion units), bringing the total number of units open outside the UK to 433 units. 1 Travel trading profit is stated after directly attributable share-based payment and pension service charges and before non-underlying items, unallocated costs, finance costs and taxation. See Note 2 to the financial statements, Segmental analysis of results on page 86 and Glossary on page 117 for an explanation of the Group’s alternative performance measures. 2 Basis points (‘bps’). See Glossary on page 117 for an explanation of the Group’s alternative performance measures. WH SMITH PLC 2 ANNUAL REPORT AND ACCOUNTS 2019 STRATEGIC REPORT STRATEGIC CORPORATE GOVERNANCE CORPORATE HIGH STREET GROSS MARGIN 2 High Street sells a wide range of Stationery, Books, REVENUE GROWTH Newspapers, Magazines and Impulse products. Our goal is to be Britain’s most popular high street £580m 70bps stationer, bookseller and newsagent. (2018: £590m) (2018: 70bps) As at 31 August 2019, the business operated from 576 WHSmith High Street stores4 (2018: 578 4 stores ), located on most of the UK’s significant high 3 4 STATEMENTS FINANCIAL streets. We now operate over 200 Post Offices from TRADING PROFIT WHSMITH STORES within our High Street stores further cementing our position on the high street and at the heart of £60m 576 the communities we serve. (2018: £60m) (2018: 578) Our online digital business operates through five websites: www.funkypigeon.com, www.whsmith.co.uk, www.cultpens.com, www.treeofhearts.co.uk INFORMATION ADDITIONAL and www.dottyaboutpaper.co.uk. High Street delivered a good trading performance with profit of £60m. 3 High Street trading profit is stated after directly attributable share-based payment and pension service charges and before non-underlying items, unallocated costs, finance costs and taxation. See Note 2 to the financial statements, Segmental analysis of results on page 86 and Glossary on page 117 for an explanation of the Group’s alternative performance measures. 4 Excludes 18 Cardmarket stores (2018: 29 Cardmarket stores). WH SMITH PLC ANNUAL REPORT AND ACCOUNTS 2019 3 STRATEGIC REPORT OUR BUSINESS MODEL AND STRATEGY TO CREATE VALUE BUSINESS MODEL AND STRATEGY WHSmith is one of the UK’s leading travel retailers Our business model explains what we do and how with a smaller business located on UK high streets. we create value. We aim to do this through improving At the heart of both our businesses are our people our profitability and cash flow, and delivering and our customers. sustainable returns. OUR GOALS TRAVEL HIGH STREET Our goal is to be the leading retailer in news, Our goal is to be Britain’s most popular high books and convenience for the world’s street stationer, bookseller and newsagent. travelling customer. We aim to deliver our goals through our strategic priorities and initiatives. These are detailed on the following page. Travel and High Street are run by separate management teams reflecting the different customers, strategies, operating models and cost structures. WH SMITH PLC 4 ANNUAL REPORT AND ACCOUNTS 2019 STRATEGIC REPORT STRATEGIC TRAVEL HIGH STREET Driving like-for-like sales, profit growth Delivering sustainable profit and high levels of cash generation with and cash generation a growing International business Optimise returns Margin growth Forensic focus on space and from a forensic from category category returns to meet the changing focus on space mix management GOVERNANCE CORPORATE needs of our customers Cost efficiency Improved execution and service Utilising our assets and Winning new space and third party partnerships developing new formats DELIVERING to enhance our customer and channels in the UK SHAREHOLDER offer e.g. Post Offices and internationally RETURNS FINANCIAL STATEMENTS FINANCIAL FOCUSED USE OF CASH Investing in the business where returns are greater than our cost of capital ADDITIONAL INFORMATION ADDITIONAL Value accretive acquisitions in attractive markets with good growth prospects Return surplus cash to shareholders through a progressive dividend policy and share buybacks OPERATING RIGHT PEOPLE OUR RESPONSIBLY AND
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