The Edrington Group Limited Annual Report and Financial Statements for the year ended 31 March 2020 Company Registration No. SC036374 Contents Page Annual Report* Key Financial Highlights 2 Directors and Advisers 4 Strategic Report 5 Chairman’s Statement 5 Chief Executive’s Review 7 Financial Review 10 Corporate Governance 20 Corporate Sustainability and Responsibility 33 Directors’ Report 37 Independent Auditor’s Report 39 Financial Statements Group Consolidated Income Statement 41 Group Statement of Comprehensive Income 42 Statement of Financial Position 43 Consolidated Statement of Changes in Equity 45 Company Statement of Changes in Equity 46 Group Cash Flow Statement 47 Accounting Policies 48 Notes to the Financial Statements 59 * In the context of the Annual Report, the ‘Company’ or ‘Edrington’ refers collectively to The Edrington Group Limited, and its subsidiary and joint venture undertakings. Differentiation is made between Company and consolidated group results in the financial statements and the related independent auditor’s report. 1 Key Financial Highlights CORE REVENUE BRAND INVESTMENT 2020 - £699.6m 2020 - £133.2m 2019 - £661.9m 2019 - £133.0m 2018 - £607.2m 2018 - £123.9m 6% 0% ToTotal revenue from our sales of continuing Edrington ĐǁėƎƢļƖļŝİɆɆëŝĐ ƋƎŨśŨƢļŨŝëŒ ɆėLJƋėŝĐļƢƪƎė ɆɆɆɆŨŝ ŨƪƎ ĉŨƎė ĈƎëŝĐƖȚ Ɇ branded products on a constant currency basis. ėLJĉŒƪĐļŝİɆɆɆɆɆɆĐļƖĉŨƪŝƢƖ Ũŝ ë ĉŨŝƖƢëŝƢ ĉƪƎƎėŝĉLj ĈëƖļƖș ANALY SIS ANALY SIS Core revenue growth of 6% was greater than our volume ƎëŝĐɆɆɆɆɆɆɆɆɆɆļŝǁėƖƢśėŝƢ ǂëƖ ǙëƢ ǁėƎƖƪƖ ŒëƖƢ LjėëƎ ëŝĐ ŒŨǂėƎ Ƣķëŝ İƎŨǂƢķɆɆŨį Ǧɼ ɆƎėǙėĉƢļŝİ ɆƢķė ɆļśƋƎŨǁėĐ ɆśļLJ ɆɆŨį ķļİķėƎ ɆǁëŒƪė Ɇ planned due to the outbreak of COVID-19 and our inability to ƋƎŨĐƪĉƢƖɆɆɆɆɆɆɆƢŨİėƢķėƎ ǂļƢķ Ƣķė ĈėŝėǘƢ Ũį ƋƎļĉė ļŝĉƎėëƖėƖș spend effectively across the last quarter. Our ratio of brand investment to core revenue was 19% in the year. CORE CONTRIBUTION EARNINGS BEFORE INTEREST AND TAX* (EBIT) 2020 - £248.2m 2020 - £246.0m 2019 - £219.7m 2019 - £223.2m 2018 - £207.2m 2018 - £206.6m 13% 10% ƎŨǘƢƖɆɆɆįƎŨś ŨƪƎ ĈƎëŝĐėĐ ɆƖëŒėƖ ɆɆëŝĐ ĐļƖƢƎļĈƪƢļŨŝ ɆɆëƢ ĉŨŝƖƢëŝƢ Ɇ ,Q¶ɆɆɆļƖ ë śėëƖƪƎė ɆɆɆŨį Ƣķė ƋƎŨǘƢ ɆİėŝėƎëƢėĐ ɆɆɆĈLj Ƣķė ĈƪƖļŝėƖƖ Ɇ currency and after the deduction of overheads. ĈėįŨƎėɆɆƢķė ļśƋëĉƢ ɆɆŨį ļŝƢėƎėƖƢȚ ɆƢëLJȚ ɆśļŝŨƎļƢLj ɆļŝƢėƎėƖƢ ɆĉķëƎİėƖ Ɇ ëŝĐɆɆļƢėśƖ ĐėėśėĐ ɆɆɆƢŨ Ĉė ėLJĉėƋƢļŨŝëŒ ɆɆļŝ ŝëƢƪƎėș ANALY SIS ANALY SIS Core contribution is the key measure of the underlying performance of the business and the increase in the year EBIT growth is lower than core contribution growth due represents strong growth from The Maca llan an d Bruga l tthito the impac tft of a stronger average £d£ dur ing the year ƢŨİėƢķėƎɆɆɆɆǂļƢķ ë ƢļİķƢ ĉŨŝƢƎŨŒ ɆɆɆŨį ŨƪƎ ŨƋėƎëƢļŝİ ɆėLJƋėŝƖėƖș Ɇ compared to last year. ȤĈėįŨƎėɆɆėLJĉėƋƢļŨŝëŒ ļƢėśƖ 2 Key Financial Highlights FREE CASH FLOW RETAINED PROFIT* 2020 - £64.8m 2020 - £90.3m 2019 - £87.7m 2019 - £91.6m 2018 - £91.2m 2018 - £87.9m 26% 1% pėƢɆɆɆĉëƖķ ǙŨǂ ėLJĉŒƪĐļŝİ ɆɆƢķė śŨǁėśėŝƢƖ ɆɆļŝ ĈŨƎƎŨǂļŝİƖȚ Ɇ ,ëƎŝļŝİƖɆɆɆɆëįƢįƢėƎ ƢëLJ ëŝĐ śļŝŨƎļƢLj ɆļŝƢėƎėƖƢƖ ɆėLJĉŒƪĐļŝİ Ɇ ƖķëƎėƖȚɆɆĐļǁļĐėŝĐ ƋëLjśėŝƢƖȚ ɆƢƎëŝƖįŨƎśëƢļŨŝëŒ ɆɆĉëƋļƢëŒ ėLJĉėƋƢļŨŝëŒɆļƢėśƖș ėLJƋėŝĐļƢƪƎėɆɆëŝĐ ėLJĉėƋƢļŨŝëŒ ɆļƢėśƖș ANALY SIS ANALY SIS ƎŨǘƢɆɆįŨƎ Ƣķė ɆLjėëƎ ɆķëƖ ɆĐėĉƎėëƖėĐ ɆɆĈLj Ǥɼ ɆĐƪė ɆɆɆƢŨ ëŝ ɞǤǤșǩś Ɇ DƎėėɆɆɆĉëƖķ ǙŨǂ ƎėƋƎėƖėŝƢƖ ɆɆɆɆƢķė ĉëƖķ Ƣķė ĈƪƖļŝėƖƖ ɆİėŝėƎëƢėƖ Ɇ ĐėįėƎƎėĐɆɆƢëLJ ĉķëƎİė ɆɆɆŝėƢ Ũį śļŝŨƎļƢLj ɆļŝƢėƎėƖƢ ɆƎėƖƪŒƢļŝİ ɆįƎŨś ɆɆƢķė afftter maintaining our asset base. The decrease in the year ƎėǁėƎƖëŒɆɆŨį Ƣķė ɆĐėĉļƖļŨŝ ɆɆƢŨ ƎėĐƪĉė ɆƢķė Ɇ½b ɆĉŨƎƋŨƎëƢļŨŝ ɆƢëLJ ɆƎëƢė Ɇ represents an increased investment in casks and maturing to 17%. stocks for the future growth of our brands and increased UK ƢëLJɆɆɆɆɆɆɆɆɆƋëLjśėŝƢƖ Đƪė ƢŨ Ƣķė ŝėǂ ƢëLJ ƋëLjśėŝƢ ƖƢƎƪĉƢƪƎė ȤĈėįŨƎėɆɆėLJĉėƋƢļŨŝëŒ ļƢėśƖ introduced by HMRC this year. STRATEGIC INVENTORIES NET DEBT/EBITDA 2020 - £845.1m 2020 - 1.5 2019 - £756.2m 2019 - 1.8 2018 - £685.3m 2018 - 2.3 12% 17% The net book value of our maturing inventories of whisky The ratio of bank and private placement debt at hedged and rum and the casks in which they are held. ƎëƢėƖȚɆɆǂķėƎė ëƋƋŒļĉëĈŒėȚ ɆɆëįƢįƢėƎ ĐėĐƪĉƢļŨŝ ɆɆɆŨį ĉëƖķ ĈëŒëŝĉėƖ Ɇ ƢŨɆɆɆɆɆɆɆƎėƋŨƎƢėĐ ėëƎŝļŝİƖ ĈėįŨƎė ļŝƢėƎėƖƢȚ ƢëLJȚ ĐėƋƎėĉļëƢļŨŝ ANALY SIS and amortisation. The 12% growth in strategic inventories results from our ANALY SIS continued production of malt whisky substantially higher than current sales in order to support our projected growth The 17% improvement in the ratio is driven by both ŨǁėƎɆɆɆɆƢķė ŝėLJƢ Ǥǥ LjėëƎƖ ɆɆëŝĐ ĈėLjŨŝĐș ɆɆ¶ķė ļŝƖƪƎëŝĉė ɆɆëŝĐ an increase in our EBITDA together with a reduction śëƎŏėƢɆɆɆɆǁëŒƪė Ũį ŨƪƎ śëƢƪƎļŝİ ɆǂķļƖŏLj ɆɆɆɆëŝĐ Ǝƪś ļƖ ƖļİŝļǘĉëŝƢŒLj Ɇ in our net debt. higher than the carrying value. 3 Directors and Advisers Directors C S Gillies, Chairman S J McCroskie, Chief Executive G R Hutcheon P A Hyde D H Richardson A M C Avis MBE S Fitzgerald S Hizuka _____________ Secretary M A Cooke _____________ Registered Office 100 Queen Street Glasgow G1 3DN _____________ Independent Auditor Deloitte LLP Statutory Auditor 110 Queen Street Glasgow G1 3BX _____________ Solicitors Dentons 1 George Square Glasgow G2 1AL 4 Chairman’s Statement Dear Shareholder COVID-19, individuals’ willingness to spend could cut consumer spending even further. As for spirit sales, we are I am pleased to introduce our Annual Report for 2020. As I look likely to face further downward pressure from fewer visits to back on the year just finished, I reflect on an exceptionally restaurants, hotels, clubs and bars, while reduced air travel successful year which everyone involved with Edrington can will impact travel retail sales. be extremely proud of. By contrast, as I look forward to the years ahead, I recognise the unprecedented uncertainty that Edrington started to plan for the impact of COVID-19 in the we along with many other companies face. However, I do so early months of this year, as the disease impacted first on our in the knowledge and quiet confidence that your company is operations in China and across Asia Pacific. Our teams in built on strong foundations. APAC responded brilliantly to this huge challenge, and teams across the rest of the Edrington world have learned from their experience and adapted quickly to keep this great business 2019/20 operating. The year just finished, the first under the leadership of our new Our people have shown great agility and ingenuity to prepare Chief Executive, Scott McCroskie, was very successful. The for new working patterns, many hundreds working from home. new leadership team set out some bold, ambitious targets at At our bottling facilities and distilleries in Scotland and the the beginning of the year, based on the performance of the Dominican Republic they have created safe systems of highest performing companies in our sector worldwide. Those working that have allowed us to maintain the crucial supply targets were all hit. Core Revenues grew at 6%, and core of our super premium spirits to our markets. contribution at 13%. I would like to say a huge thank you to all our people across Those results were achieved in the face of considerable all international locations for their professionalism, tenacity headwinds during the year including on/off Brexit planning, and sacrifices during this incredibly challenging time. protests in Hong Kong and the imposition by the US of tariffs on malt whisky, before the tsunami of COVID-19 hit our markets in the fourth quarter. For further details on the Our purpose performance during the year, please see the Chief Executive’s There is much talk in business these days of the ‘purpose review overleaf. driven company’. Of how companies exist not just to satisfy I would like to congratulate Scott, his leadership team and all their shareholders, but also to meet the needs of all their our staff worldwide for their contributions to this exceptional stakeholders including their employees, their communities and result. society at large. In many respects Edrington was a purpose driven company long before the term was first used. As a result of the values Looking Ahead the company has always had, inherited from the Robertson As I write this in the midst of the COVID-19 pandemic, I am sisters, and reinforced by our unique ownership structure, we aware that it is a bit of a cliché to talk of uncertainty and have long recognised our wider obligations to society. unprecedented change. While we don’t yet know the depth of That in turn has had a major influence on our strong culture the COVID-19 economic downturn or its length, we do know and values, which I know from my own visits to markets that the years immediately ahead of us will be materially more around the world, extends well beyond our Scottish roots. difficult for many businesses than the relatively benign conditions we have faced over the last decade. The strength that comes from that sense of purpose, our outstanding people, and the way they live and breathe the Edrington will not be immune from those difficulties and company’s values of giving, integrity, excellence and respect, challenges. provides the foundation from which we face the future. While Higher taxation to pay for government debt, higher the short term may well prove difficult and require us to unemployment, and greater consumer debt will all hit respond as we never before imagined, that foundation gives discretionary expenditure. Not only will the ability to spend be me confidence for the longer term. impacted, it is possible that after the psychological shock of 5 Chairman’s Statement (continued) Suntory Board Changes A major development in the early months of 2020, was the I would like to extend a warm welcome to Shinichiro Hizuka, cementing of our long-term relationship with Suntory with the EVP Suntory Holdings who joined our board in March sale by our principal shareholder The Robertson Trust and the following Suntory’s acquisition of its stake in Edrington. Edrington Employee Benefit Trust of a 10% stake in Edrington I would also like to take this opportunity to thank David to Suntory Holdings.