Foundations for growth AA plc Annual Report and Accounts 2016 THE AA’s TRUSTED BRAND The AA has a long tradition of service, We ensure our services are delivered expertise and innovation which is at the with our long-standing values of courtesy, core of all we do and means after more care and expertise. And, as we take the than 110 years, we are still one of the AA to the next stage of its development UK’s most trusted brands. in the dynamic markets in which we operate, we will work collaboratively with our partners to realise the opportunities. 1906 1911 1945 1967 2016 THE AA INVESTMENT CASE The AA has strong fundamentals and High barriers to entry Our vehicle deployment a sustainable business model system, people and scale combined with the high start-up costs required to operate an efficient A highly trusted commercial brand The AA national roadside service pose significant barriers has one of the most widely recognised and to entry. trusted brands in the UK. High recurring revenue Our personal Members Market leadership We are by far the largest are loyal with stable retention rates and average Roadside Assistance provider with more than tenure of 12 years. 40% share of the UK market. We also have strong market positions across our product range. High cash generation The majority of our customers pay for our services in advance so Opportunity for digital transformation We are that virtually all of our accounting profits convert at the forefront of digital development with to cash during the year. the potential to transform the services we deliver and the experience our Members and Experienced and skilled workforce Our selection customers receive. process and continual training for our excellent workforce lead to long service and high repair rates in Roadside Assistance. THE STRATEGIC PRIORITIES Strengthen the Revolutionise Reduce Group AA’s foundations customer experience borrowings to become the pre-eminent through investing in and and the associated Membership services embracing new technologies interest costs organisation in the UK The strategic journey Year 1: (the 2016 financial year): Our ambition for the AA is to Strengthening of the AA’s foundations transform it into the UK’s pre-eminent Membership services organisation Year 2: Building momentum for change Year 3: Realising the transformation Year 4: Delivering growth Executive Chairman’s statement p08 FINANCIAL HIGHLIGHTS STRATEGIC HIGHLIGHTS Revenue (excluding business disposed of) The transformation of the AA is well underway. We are building the UK’s leading £963m Membership services organisation by 2015: £967m strengthening the AA’s foundations to Trading EBITDA (excluding business disposed of) provide a platform for growth Good progress in the first phase of the transformation £415m of the AA, including investing in IT and the brand 2015: £429m Early signs of the turn-around of Roadside Assistance with a slowing of the decline in personal Membership Operating profit Improving the Membership proposition with better £305m products, rewards and marketing 2015: £326m Engaging in digital change with growth in usage of our breakdown app, the launch of Intelematics Europe, Cash conversion our connected car JV, and of Trakm8 telematics Delivered cost savings in the first of a three-year 101% programme culminating in savings of at least 2015: 97% £40m per year from the 2019 financial year Won the Lex Autoleasing contract bringing our overall Net debt share of business customers to approximately 60% Launched our in house Insurance Underwriter £2.8bn and Financial Services in partnership with the Bank 2015: £3.0bn of Ireland Adjusted basic EPS Reduced the cost of borrowings, producing annualised savings of £45m net finance costs, 23.2p through the refinancing 2015: 23.3p Recommended our first dividend of 9p in total with respect to the 2016 financial year and paid the interim Basic EPS dividend of 3.5p 1.0p Our marketplace p4 2015: 13.3p Interest cover 2.2x 2015: 2.0x Financial Review p20 1905 1914 1940s 1950s The AA has a long tradition of service and innovation which is at the core of all we do and means that more than 110 years on, we remain the UK’s leading motoring organisation. THE AA’S AREAS OF BUSINESS Roadside Assistance1 Insurance Services % of Group % of Group % of Group % of Group excluding excluding Head Office Head Office costs costs Revenue Trading EBITDA Revenue Trading EBITDA £724m £361m £131m £78m 1 Excluding the glass business disposed of Driving Services Ireland % of Group % of Group % of Group % of Group excluding excluding Head Office Head Office costs costs Revenue Trading EBITDA Revenue Trading EBITDA £68m £19m £38m £13m Our performance p26 1960s 1980s 1990s 2016 The following definitions apply throughout the report. amortisation of debt issue fees, items not allocated to a segment, 2016 financial year is the year to 31 January 2016: the amortisation of debt issue fees, penalties on early repayment of debt and double running interest costs on Class B/B2 notes. Trading EBITDA (earnings before interest, tax, depreciation and This is covered more fully in note 8 to the accounts. amortisation) excludes exceptional items and items not allocated to a segment. In the current period items not allocated to a segment Cash conversion is net cash inflow from operating activities before principally relate to the difference between the cash contributions to tax and exceptional items divided by Trading EBITDA. the pension schemes for on-going service and the calculated annual Interest cover is Trading EBITDA divided by cash finance costs, service cost and share-based payments (see note 32). excluding any early repayment fees. Adjusted basic EPS (earnings per share) adjusts for a number of Net debt includes the principal amounts of the Group’s borrowings one-offs of which the largest are exceptional items and the less cash and cash equivalents. AA plc Annual Report and Accounts 2016 1 CONTENTS STRATEGIC REPORT 2 The AA at a glance 20 Financial review 44 Governance Report Introduction 88 Consolidated income statement 4 Our marketplace 24 Key performance indicators 46 Our Board 89 Consolidated statement of 7 Our business model 26 Performance: Roadside Assistance 48 Executive Committee comprehensive income 8 Executive Chairman’s statement 27 Performance: Insurance Services 50 Governance Structure 90 Consolidated statement of financial position Business Our 12 Strategic priorities 28 Performance: Driving Services 54 Audit Committee Report 91 Consolidated statement of 29 Performance: Ireland 59 Nomination Committee Report changes of equity 30 Risk Management 62 Risk Committee Report 92 Consolidated statement of 36 Corporate Responsibility 64 Directors’ Remuneration Report cashflows 77 Relations with shareholders 93 Notes to the consolidated 78 Directors’ Report financial statements 82 Independent Auditor’s Report 126 Company statement of financial position 127 Company statement of changes in equity 128 Notes to the Company financial statements 132 Shareholder information Our Performance Our The strength of the AA is inextricably linked with our brand and its foundations in our market- leading roadside assistance service in the UK. We offer UK motorists roadside assistance both through personal Membership and business partnerships. Insurance Services includes motor and home insurance and Home Services. We offer many other services, which enrich Governance Membership, including driving lessons and training within the Driving Services division and such services as AA Tyres, Automyze and AA Cars which are part of Roadside Assistance. The AA in Ireland offers insurance and roadside assistance. Financial Statements Financial Forward-looking statements This Annual Report contains certain forward-looking statements with respect to the operations, strategy, performance, financial condition, and growth opportunities of the Group. By their nature, these statements involve uncertainty and are based on assumptions and involve risks, uncertainties and other factors that could cause actual 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, other than in accordance with its legal and regulatory obligations, the Company undertakes no obligation to update these forward-looking statements. Nothing in this Annual Report should be construed as a profit forecast. 2 AA plc Annual Report and Accounts 2016 The AA at ROADSIDE ASSISTANCE a glance We operate three divisions: Roadside Assistance, We are the UK’s leading provider Insurance Services and Driving Services. We also of roadside assistance, with operate in Ireland providing Roadside Assistance approximately 3,000 patrols attending an average of around 10,000 and Insurance Services. breakdowns by cars, motorbikes, caravans and vans every day. Revenue split by division1 Revenue1 Roadside Assistance Insurance Services £724m 75% 14% Driving Services Ireland Trading EBITDA1 7% 4% £361m Trading EBITDA split by division1,2 Personal Members Roadside Assistance Insurance Services 3.7m 76% 17% Driving Services Ireland Business customers 4% 3% 10.2m 1 Revenue and Trading EBITDA excluding the Glass business disposed of. 2 Excluding head office costs. Our performance p26 Highlights of the year March April June July August Indexation – inclusion Raised £199m equity and Launched our award-winning Announced Joint Venture Launched The AA in the FTSE 250 £735m new bonds to redeem advertising campaign with TVS in India focusing Garage Guide PIK notes and Class B notes on roadside assistance for August reducing cost of debt from the business market 5.9% to 5.0% Which? survey recommended JulyJuly provider of breakdown cover April LaunchedLaunched Financial for 10th successive year Launchedd AA TyresTyres ServicesServices partnership withwith BankBan of Ireland AA plc Annual Report and Accounts 2016 3 Our Business Our INSURANCE SERVICES DRIVING SERVICES IRELAND The AA offers motor, home, home We are the UK’s leading provider of Roadside Membership, which emergency services, travel and other driving lessons through AA Driving provides 24 hour roadside assistance Performance Our specialist insurance policies.