2019 ANNUAL REPORT ASTON MARTIN LAGONDA 2019 ANNUAL REPORT WITH OVER A HUNDRED YEARS OF HISTORY, ASTON MARTIN LAGONDA* IS ONE OF THE WORLD’S MOST ICONIC LUXURY COMPANIES FOCUSED ON THE DESIGN, ENGINEERING AND MANUFACTURE OF HIGH LUXURY CARS * Aston Martin Lagonda Global Holdings plc CONTENTS STRATEGIC REPORT Chair’s Statement 4 Key Performance Indicators 6 President and Group Chief Executive 8 Officer’s Statement Aston Martin Lagonda and the Luxury Market 12 Strategy 14 Strategic Focus DBX and St Athan 16 Specials and Mid-Engined 20 Core and Vantage 24 Our Global Footprint 28 Business Model 30 Stakeholder Engagement 32 Responsibility 38 EVP and Chief Financial Officer’s Statement 46 Group Financial Review 48 Risk and Viability Report 52 CORPORATE GOVERNANCE Board of Directors and Executive Committee 72 Chair’s Introduction to Governance 76 Governance Report 78 Nomination Committee Report 86 Audit and Risk Committee Report 88 Directors’ Remuneration Report 96 Directors’ Report 108 Statement of Directors’ Responsibilities 115 FINANCIAL STATEMENTS Independent Auditor’s Report 117 Consolidated Financial Statements 126 Notes to the Financial Statements 131 Company Statement of Financial Position 175 Company Statement of Changes in Equity 176 Notes to the Company Financial Statements 177 Shareholder Information 179 ASTON MARTIN LAGONDA GLOBAL HOLDINGS PLC 2019 ANNUAL REPORT 1 2 ASTON MARTIN LAGONDA GLOBAL HOLDINGS PLC 2019 ANNUAL REPORT STRATEGIC REPORT Chair’s Statement 4 Key Performance Indicators 6 President and Group Chief Executive 8 Officer’s Statement Aston Martin Lagonda and the Luxury Market 12 Strategy 14 Strategic Focus DBX and St Athan 16 Specials and Mid-Engined 20 Core and Vantage 24 Our Global Footprint 28 Business Model 30 Stakeholder Engagement 32 Responsibility 38 EVP and Chief Financial Officer’s Statement 46 Group Financial Review 48 Risk and Viability Report 52 ASTON MARTIN LAGONDA GLOBAL HOLDINGS PLC 2019 ANNUAL REPORT 3 CHAIR’S STATEMENT CHAIR’S STATEMENT The Second Century Plan, to which the business was committed since 2015 and through IPO, ultimately proved to be too ambitious and was not able to withstand the demanding scale of investment required including committed new manufacturing facilities, and the unexpectedly large downside risk of underperformance that the business has experienced. This has required decisions of the Board in relation to the capital structure of the Company and the business plan. US$190m additional debt was raised in April 2019 to maintain liquidity but trading performance weakened further resulting in the Trading Update and Revised Outlook announced on 24 July 2019. Trading through Q3 continued to be weak, putting further pressure on liquidity and so the Board authorised the drawing of further debt. This resulted in the raising of US$150m of Senior PENNY HUGHES, CBE Secured Notes announced in September 2019, with a potential to raise an additional US$100m of Delayed Draw Notes. As a result, the Board called for a fundamental operational, financial THIS HAS BEEN A DISAPPOINTING and strategic review of the business. YEAR FOR ASTON MARTIN LAGONDA. With debt at heightened levels and cost of new debt onerous, the Board agreed a sizeable capital raise REVENUES OF £997M, (9% LOWER) was necessary in order to continue operations. AND A SIGNIFICANT FALL IN ADJUSTED Trading continued to underperform through the peak December delivery period resulting in a further EBITDA TO £134M (DOWN 46%), Trading Update on 7 January 2020. Despite the HAVE CONTRIBUTED TO SEVERE financial condition of the Company, the brand and the excellence of its cars attracted significant interest PRESSURE ON LIQUIDITY WHICH from high quality strategic and financial investors. HAS LEFT THE COMPANY WITH NO A thorough process was conducted which ALTERNATIVE BUT TO SEEK £500M resulted in the unanimous decision of the Board to announce on 31 January 2020 a proposed OF ADDITIONAL EQUITY FINANCING, strategic investment of £182m by a consortium WITHOUT WHICH, THE BALANCE led by Lawrence Stroll and an underwritten Rights Issue supported by major shareholders, Prestige/ SHEET IS NOT ROBUST ENOUGH SEIG and Adeem/PW, of £318m to raise TO SUPPORT THE OPERATIONS OF combined gross proceeds of £500m. THE GROUP. A reset business plan was also announced with a focus on (i) adjusting production to prioritise demand over supply, thereby building a stronger order book and regaining price positioning, (ii) delaying investment in electric vehicles to no earlier than 2025 and to move out mid-engined model roll out to 2022 with the Valhalla to be revealed then, (iii) focusing on the successful launch 4 ASTON MARTIN LAGONDA GLOBAL HOLDINGS PLC 2019 ANNUAL REPORT CHAIR’S STATEMENT of DBX, the relaunch of Vantage and commencing Company to assist with transition in the period deliveries of Valkyrie in 2020 and (iv) reducing through to 30 June 2020. I would like to note operating costs and capital expenditure and giving the sad passing in early February of Peter Rogers priority to improving the Company’s cashflow. who joined the Board on IPO representing the Prestige/SEIG Shareholder Group. We will This work towards a more realistic reset of the remember Peter’s contribution to the Board and business plan and repair of the balance sheet has miss his strong character and kindness of spirit. required a very high level of Board engagement, meeting 20 times in the period from August to The Board has had its challenges and, as set out in our announcement on 31 January. the Governance Report, will not be Code compliant following the Placing, although Board changes During the course of the year, information provided announced on 8 October 2019 resulted in Code to the Board evolved in response to feedback to the compliance with respect to the Board Committees. Executive management and to the changing dynamics of the business, which has made forecasting, for In relation to future Board composition following example, challenging. The Board recognised that the Placing, Lawrence Stroll will take up the strengthening was needed and management has position of Executive Chairman and I will step already put in place an externally supported project down as a Director on 7 April. to drive substantive improvements. The three Significant Shareholder Groups of the The Board and Executive team were both Company will be the Stroll Consortium, Prestige/SEIG challenged and supported in these efforts by and Adeem/PW, and each will be entitled under refreshed external advisors on business forecasting new Relationship Agreements to have representative and short term cashflow modelling and on the Board appointments at a revised lower shareholding longer term strategic and investment choices. following the capital raise. The full details are Throughout this period the Board has received explained in the Governance Report on page 80. formal advice from Freshfields on their directors’ Due to the Board appointment rights, each of Richard duties, Morgan Stanley as Independent Financial Solomons and Imelda Walsh have advised that they Advisor on the capital markets transactions and held will not seek re-election at the forthcoming AGM. discussions with auditors EY on going concern and Tensie Whelan has also advised she will not stand viability. Further information on this work is set out for re-election. These directors will work to support in this Annual Report and the Prospectus published the transition to Lawrence Stroll as Executive Chairman on 27 February in connection with the equity raise. during their period of notice. Non-compliance has only been accepted in order to support the capital The year has not been without some notable raise and it is understood significant focus and effort achievements which provide optimism for the future will need to be applied to Board composition. success of the Company. Core retail sales (dealer sales to customers) increased 12%, with significant Whilst the results of the past year are not satisfactory growth in the important markets of the US and and have been particularly sobering for shareholders China. Specials continued to be a significant who joined at IPO, I am satisfied that the reset of the contributor to brand and financial value. The DBS plan and investment by the Stroll Consortium and Superleggera was named Sunday Times Sports Car the Rights Issue will enable the business to move of the Year and the DBX named the Best Luxury SUV forward into its next phase of development. by the GQ Car Awards. The development of St Athan I would like to thank our employees, customers as a second major manufacturing location has been and suppliers for their support during this difficult completed on time and within budget. St Athan will period. I would also like to express my appreciation be home to DBX production; the launch of which to those shareholders who continue to support us. has been very well received and the order book has grown faster than our expectations. Following discussions and by mutual agreement PENNY HUGHES, CBE Mark Wilson will step down as Chief Financial Officer CHAIR and as an Executive Director of the Company no later than 30 April 2020. He will remain available to the 26 FEBRUARY 2020 ASTON MARTIN LAGONDA GLOBAL HOLDINGS PLC 2019 ANNUAL REPORT 5 KEY PERFORMANCE INDICTATORS A DIFFICULT YEAR FOR ASTON MARTIN LAGONDA FINANCIAL MEASURES We use a number of KPIs to monitor the performance of the business to measure how we are delivering against our plans. Elements of Executive remuneration are based on performance against the following measures: ROIC, Revenue, Adjusted EBITDA, Net debt to Adjusted EBITDA (‘Adjusted Leverage’) and Adjusted Diluted EPS. REVENUE (£’M) WHOLESALE VOLUMES (UNITS) 593 876 1,097 997 3,687 5,098 6,441 5,862 2016 2017 2018 2019 2016 2017 2018 2019 This measures the appeal of our brands, our ability to build and sustain This includes sales from the Company to its dealers and measures the appeal brand equity and increase market share through product expansion.