Annual Report & Accounts 2015 THIS THIS IS WHO WE ARE Ashtead Group plc Annual Report & Accounts 2015 Day and night, they work 24 hours a day. AL HEINKE Mohawk Northeast Inc. > Find out more at ashtead-group.com Ashtead is an international equipment rental company with national networks in the US and the UK, and a small presence in Canada. We rent a full range of construction and industrial equipment across a wide variety of applications to a diverse customer base. Our objectives are to: 1. deliver sustainable value and above average performance across the economic cycle, thereby extending our industry-leading position and delivering superior total returns for shareholders; and 2. deliver the very best levels of customer service throughout our networks to enable that growth every day. Contents 2 This is who we are OUR FINANCIAL STATEMENTS 2015 STRATEGIC REPORT 71 Independent auditor’s report 4 Chairman’s statement 74 Consolidated income statement 5 Highlights of the year 74 Consolidated statement of 6 Strategic review comprehensive income 8 Our business model 75 Consolidated balance sheet 12 Our markets 76 Consolidated statement of 16 Our strategy changes in equity 22 Key performance indicators 77 Consolidated cash flow statement 24 Principal risks and uncertainties 78 Notes to the consolidated 26 Financial review financial statements 33 Responsible business report ADDITIONAL INFORMATION DIRECTORS’ REPORT 107 Ten year history 42 Our Board of directors 108 Additional information 44 Corporate governance 49 Audit Committee report 51 Nomination Committee report 52 Remuneration report 67 Other statutory disclosures 69 Statement of directors’ responsibilities Financial highlights Strategicreport Performing strongly £2,039m £557m Revenue Underlying operating profit 2,039 557 2039 557 1,635 409 1,362 1,135 290 949 181 99 0 0 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 £490m £474m Underlying profit Profit before taxation before taxation 490 474 490 474 362 357 245 214 131 135 31 2 0 0 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 > Group rental revenue up 24%1 > Record Group pre-tax profit of £490m, up 35% at constant exchange rates > £1bn invested in the rental fleet (2014: £657m) > £236m spent on bolt-on acquisitions (2014: £103m) > Net debt to EBITDA leverage1 of 1.8 times (2014: 1.8 times) > Group RoI of 19% (2014: 19%) > Proposed final dividend of 12.25p, making 15.25p for the full year, up 33% (2014: 11.5p) 1 At constant exchange rates. Underlying profit and earnings per share are stated before exceptional items and amortisation of intangibles. The definition of exceptional items is set out in Note 2 to the financial statements. Forward looking statements This report contains forward looking statements. These have been made by the directors in good faith using information available up to the date on which they approved this report. The directors can give no assurance that these expectations will prove to be correct. Due to the inherent uncertainties, including both business and economic risk factors underlying such forward looking statements, actual results may differ materially from those expressed or implied by these forward looking statements. Except as required by law or regulation, the directors undertake no obligation to update any forward looking statements whether as a result of new information, future events or otherwise. Ashtead Group plc Annual Report & Accounts 2015 1 This is who we are Showcasing NORTH AMERICA: SUNBELT > our Group Ashtead is one of the largest equipment rental companies in the world and operates as Sunbelt in North America and as A-Plant in the UK. The second largest equipment rental company in the US with 504 stores in 45 states and Canada. GROUP > UK: A-PLANT > REVENUE BY BUSINESS Sunbelt 84% A-Plant 16% The second largest equipment rental company in the UK with 136 stores throughout England, Scotland and Wales. 2 Ashtead Group plc Annual Report & Accounts 2015 Strategicreport NORTH AMERICA: SUNBELT > US MARKET SHARE US FLEET COMPOSITION 474* Full service stores 30 Sunbelt at Lowes stores 9,200 Employees $2,742m Revenue United Rentals 13% Aerial work platforms 36% $833m Sunbelt 7% Forklifts 17% Profits Hertz Equipment Earth moving 16% Rental Co. (‘HERC’) 3% Pump and power 10% 26% Home Depot 2% Return on investment** Scaffold 4% BlueLine Rental 1% * Includes six stores in Canada having acquired Other 17% GWG Rentals in 2014. Aggreko 1% ** Excluding goodwill and intangible assets. Top 7–10 5% Top 11–100 c.19% Others c.49% Source: Management estimate based on IHS Global Insight market estimates. Source: Management information. UK: A-PLANT > UK MARKET SHARE UK FLEET COMPOSITION 136 Stores 2,700 Employees £323m Revenue £46m Profits Speedy 6% Aerial work platforms 12% 1 3 % Return on investment* A-Plant 6% Forklifts 13% * Excluding goodwill and intangible assets. HSS 5% Earth moving 20% VP 3% Accommodation 14% Lavendon 2% Pump and power 3% Hewdon 2% Acrow 4% GAP 2% Traffic 3% Others 74% Panels, fencing & barriers 9% Other 22% Source: Management estimate based on IHS Global Insight market estimates. Source: Management information. Ashtead Group plc Annual Report & Accounts 2015 3 Chairman’s statement Combining growth with financial stability I am delighted to report that we again had an excellent year with Prudent financial management is one of the anchors to Ashtead’s strong performance in North America and the UK. We delivered strategy and growth and ensures we retain financial security record results with both Sunbelt and A-Plant performing well in and strength at all stages of the economic and market cycles. steadily improving markets. Our full-year revenue was £2,039m This prudency has enabled us to support our structural growth compared to £1,635m the previous year. Our underlying pre-tax and market share penetration. We will continue to capitalise on our profit was up 35% year-on-year to £490m at constant exchange momentum in our strong markets and sectors to grow responsibly rates and our EBITDA margin rose to 45% (2014: 42%), reflecting whilst positioning the business to perform in any economic continued strong operational performance and efficiency gains. environment. Our strong balance sheet serves us well and, in September 2014, we issued $500m of senior secured notes due Rental revenue at Sunbelt grew 25% and 19% at A-Plant as both in 2024 to provide continued flexibility. businesses took advantage of improving market conditions and increased their market share. The theme of this year’s report ‘This is who we are’ builds on last year’s emphasis on customer service. Sunbelt and A-Plant people We continue to invest significantly in the business and spent £1,063m make things happen for our customers every day. They take great on capital expenditure and £236m on strategic acquisitions during pride in finding solutions to all manner of challenges. We feature the year. We acquired a number of new businesses including our first in this report some of the great things customers say about our acquisition in Canada. We invested £1bn in building and maintaining dependable team and the difference they make to their working day. our best in class rental fleet and expect to invest a similar amount Management is immensely grateful for the continuing commitment next year to further assist our growth. of all our people who make us who we are, a great company to work Notwithstanding our significant investment over the year, we continue for and with. to prioritise responsible growth, generating strong returns and I am confident that your Board is well balanced and diverse, keeping leverage within our stated objective of two times EBITDA or promoting good governance, support and thoughtful, enlightened lower. Our expenditure is consistent with our strategy at this stage of challenge. In view of our excellent performance and in line with the economic cycle, of investing in organic growth, opening greenfield our progressive dividend policy, the Board is recommending a final sites whilst continuing to reduce our leverage. dividend of 12.25p per share making 15.25p for the year compared to 11.5p in 2014. Assuming the final dividend is approved at the Annual General Meeting, it will be paid on 4 September 2015 to shareholders on the register on 14 August 2015. We continue to see strategic, cyclical and structural growth opportunities and remain confident of our ability to continue to deliver excellent operational performance and strong financial management which underpins ongoing shareholder value. CHRIS COLE Chairman 15 June 2015 4 Ashtead Group plc Annual Report & Accounts 2015 Highlights of the year Strategicreport £••• 490m 7 record full-year acquisitions to underlying profit develop our US following record specialty businesses £• 266m profit at including two in the the half year £236m fast growing Climate spent on 21 Control sector bolt-on acquisitions 2014 £1bn entered the invested in building Canadian market and maintaining following the our best in class acquisition of rental fleet GWG Rentals 31 new greenfield sites and 51 new sites from bolt-on acquisitions in the US Ashtead Group plc Annual Report & Accounts 2015 5 Strategic review Delivering strong results and consistent customer service GEOFF DRABBLE SUZANNE WOOD Chief executive Finance director We’ve had another great year and have again delivered At Sunbelt, same-store revenue growth was 17% reflecting good strong results. This shows that our strategy of focusing markets and continuing gains in market share. Meanwhile greenfields and bolt-on acquisitions contributed revenue growth of 10%. We are on same-store organic growth supplemented by bolt- delighted that we continue to see both structural and cyclical ons and new greenfield investments is the right one. It opportunity and talk more about how we make the most of this in our also demonstrates that our focus on consistently great strategy section on page 16.