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Annual Report and Accounts 2020 About Us Annual Report and Accounts 2020 About us • WH Smith PLC is a global travel retailer with a smaller business located on the UK high street. • WHSmith Travel is a world- leading travel retailer with a presence in over 30 countries across the globe, mainly in airports. The UK Travel business is in a wide range of locations including airports, hospitals, railway stations and motorway service areas. Outside of the UK, our biggest market is in North America. • WHSmith High Street is present on most of the significant high streets and shopping centres in the UK, mainly in prime locations. • WHSmith reaches customers online via whsmith.co.uk, its specialist personalised greetings cards and gifts website funkypigeon.com, its specialist online pen shop cultpens.com and through its personalised stationery websites treeofhearts.co.uk and dottyaboutpaper.co.uk. • WHSmith employs approximately 14,000 colleagues. • WH Smith PLC is listed on the London Stock Exchange (SMWH) and is included in the FTSE 250 Index. • A commitment to the principles of sustainability is a key focus for WHSmith as it continues on its journey to be a better business. • Find out more about WHSmith at whsmithplc.co.uk. Contents Strategic report Strategic Strategic report Group at a glance 2 Business model and strategy 4 Our markets 5 Chairman’s statement 7 Chief Executive’s review 8 – Review of operations: Travel 11 – Review of operations: High Street 14 – Financial review 16 Key performance indicators 20 Principal risks and uncertainties 21 – Brexit 27 Group at a glance – Viability statement 28 Page 2 Non-financial information statement 29 – Our journey to a better business 29 Section 172(1) statement 35 Corporate governance Corporate governance report 38 – Corporate governance statement 40 – Remuneration Committee 45 – Audit Committee 46 Business model and strategy Chief Executive’s review – Nominations Committee 52 Page 4 Page 8 Directors’ biographies 54 Directors’ remuneration report 56 itor Directors’ report 74 on M Id e n t i Statement of directors’ responsibilities 77 f y M i Financial statements t ig a te Independent auditors’ report 78 ss se to the members of WH Smith PLC As Group income statement 88 Group statement of 89 Principal risks Employees comprehensive income Page 21 Page 32 Group balance sheet 90 Group cash flow statement 91 Group statement of changes in equity 92 @whsmith youtube.com/WHSmithDirect Notes to the financial statements 93 Company balance sheet 143 @whsmithofficial linkedin.com/company/whsmith Company statement of changes in equity 143 Find out more at whsmithplc.co.uk Notes to the Company 144 financial statements Disclaimer This Annual report has been prepared for, and only for, the members of the Company, as a body, 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 Additional information shown or into whose hands it may come and any such responsibility or liability is expressly disclaimed. By their nature, the statements concerning the risks and uncertainties facing the Group in this Annual report involve uncertainty since future events and Glossary 146 circumstances can cause results and developments to differ materially from those anticipated. The forward-looking statements reflect knowledge and information available at the date of preparation of this Annual report and the Company undertakes no Information for shareholders 153 obligation to update these forward-looking statements. Nothing in this Annual report should be construed as a profit forecast. WH Smith PLC Annual Report and Accounts 2020 1 Strategic report Group at a glance WH Smith PLC is made up of two core businesses: Travel and High Street Our goal to be the leading retailer in news, books and convenience for the world’s travelling customer. Highlights Operating in 1,174 units (2019: 1,019) 30 countries Revenue Travel £553m (2019: £817m) WHSmith Travel is a global travel retailer with a strong presence in UK travel locations and an increasing portfolio of stores around the world. During the year, we acquired Marshall Retail Group (MRG), a leading and fast-growing US travel retailer, further accelerating our international reach in the world’s largest travel retail market. WHSmith Travel sells a range of products serving customers in travel locations or in need of a 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 2020, the business operated from 1,174 units (2019: 1,019 units), mainly in the UK, in airports, hospitals, railway stations and motorway service areas. 584 of these units (2019: 433 units) are outside the UK across 30 countries and mainly in airports. Following a strong performance in the first half of the financial year, the business was significantly impacted in the second half by Covid-19 with a large number of stores temporarily closed across the globe. 2 WH Smith PLC Annual Report and Accounts 2020 Strategic report Strategic Our goal High Street to be Britain’s most popular High Street sells a wide range of Stationery, Books, Newspapers, high street stationer, bookseller Magazines and Impulse products. and newsagent. Our goal is to be Britain’s most popular high street stationer, bookseller and newsagent. Highlights As at 31 August 2020, the business operated from 568 WHSmith High 1 1 Street stores (2019: 576 stores ), located on most of the UK’s significant WHSmith Stores1 high streets and shopping centres. We operate over 200 Post Offices from within our High Street stores further cementing our position on 568 the high street and at the heart of the communities we serve. (2019: 576) Our online digital business operates through five websites: whsmith.co.uk, funkypigeon.com, cultpens.com, treeofhearts.co.uk Revenue and dottyaboutpaper.co.uk. £468m Like Travel, High Street was impacted by Covid-19 in the second half (2019: £580m) of the financial year after a resilient first half performance. Our online digital business operates through five websites: • funkypigeon.com; • whsmith.co.uk; • cultpens.com; • treeofhearts.co.uk; and • dottyaboutpaper.co.uk. 1 Excludes 3 Cardmarket stores (2019: 18 Cardmarket stores). WH Smith PLC Annual Report and Accounts 2020 3 Strategic report Our business model and strategy to create value WHSmith is a global travel retailer with a smaller business based on UK high streets. Our business model and strategy seeks to create value for all stakeholders through improving our profitability and cash flow to deliver sustainable returns. Our business model Travel UK Travel International High Street Focused use of cash To be the leading retailer in news, books and To be Britain’s most Disciplined approach convenience for the travelling customer popular stationer, to cash generation bookseller and newsagent and capital allocation Driving like-for-like sales Winning new tenders and Adopting a forensic store Investing in the business in existing stores through retaining existing space; by store focus on space where returns are greater than improved execution and management to optimise our cost of capital; service; Expanding our North the returns from our core American business; categories, particularly Value accretive acquisitions in Investment in store Stationery, complemented by attractive markets with good Building critical mass environments and layouts; our online propositions; growth prospects; and in our emerging hubs; A forensic store by store Driving margin growth through Return surplus cash to Driving like-for-like sales focus on space and category category mix management; shareholders through a management; in existing stores; and progressive dividend policy Reducing our cost base to and share buybacks Executing the same retail and Winning new space and reflect our changing sales operational disciplines and retaining existing space; and profile and productivity insights as we do in the UK initiatives; and Developing new formats Creating value from our assets including third party partnerships that enhance our customer offer Operating responsibly Right people and skills Our customers You can read more about our approach You can read more about our values, You can read more about our to Environmental, Social and Corporate employees and diversity on pages markets on pages 5 and 6. Governance (ESG) on pages 29 to 34. 32 and 33. 4 WH Smith PLC Annual Report and Accounts 2020 Our markets Strategic report Strategic Travel In the UK, air passenger numbers have been significantly impacted. According to the Airport Council International (ACI), Travel sells a range of products serving customers UK passenger numbers were down 80 per cent in October 2020 in travel locations and in need of a convenience offer. compared to 2019. Rail passenger numbers have also been Travel’s typical customer has less time to browse significantly impacted by government restrictions and according and is more interested in purchasing convenience to concourse data from Network Rail, have been down 65 per and impulse products such as food, drink and cent to 70 per cent in October 2020 compared to October 2019. Hospitals are impacted by the fall in the number of visitors and confectionery, travel and digital accessories and elective surgeries as well as the number of staff. souvenirs, as well as reading materials for a journey. In North America, airport passenger numbers have slowly Travel units are typically located in high footfall locations with recovered. Based on TSA data, passenger numbers had higher operating and occupation costs and rents paid as a recovered to c.35 per cent of 2019 by the end of October 2020. percentage of sales (subject to minimum guarantees). Travel is In Las Vegas, visitor numbers have also slowly recovered with less affected by the Christmas trading period than high street occupancy levels 49 per cent of 2019 levels in September 2020.
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