ANNUAL REPORT AND ACCOUNTS 2016 WorldReginfo - 885765fb-eb04-49cd-8514-2bf07f7b8e48 Merlin Entertainments plc Annual Report and Accounts 2016 HIGHLIGHTS Financial KPIs Visitors Revenue 52 weeks: 63.8m +1.3% (53 weeks: 65.1m) 52 weeks: £1,428m +11.7% (53 weeks: £1,457m) Like for like growth +1.4% 2016 63.8 2016 1,428 2015 62.9 2015 1,278 2014 62.8 2014 1,249 Underlying EBITDA Underlying operating profit R 52 weeks: £433m +7.7% (53 weeks: £451m) 52 weeks: £302m +3.6% (53 weeks: £320m) 2016 433 2016 302 2015 402 2015 291 2014 411 2014 311 Profit before tax Basic EPS 52 weeks: £259m +9.2% (53 weeks: £277m) 52 weeks: 19.5p +15.7% (53 weeks: 20.8p) 2016 259 2016 19.5 2015 237 2015 16.8 2014 226 2014 16.0 Return on capital employed R Adjusted EPS R 52 weeks: 9.6% (53 weeks: 10.2%) 52 weeks: 19.5p +9.3% (53 weeks: 20.8p) 2016 9.6% 2016 19.5 2015 9.7% 2015 17.8 2014 10.6% 2014 17.7 Non-financial KPIs 2015 2016 Customer satisfaction R - Based on customer satisfaction surveys. Our target is a score over 90%. 94% 94% Staff engagement - Based on annual employee surveys (see page 44). Our target is a score over 80%. 89% 89% Health and safety R - The Medical Treatment Case (MTC) rate captures the rate of guest injuries requiring n/a 0.06 external medical treatment relative to 10,000 guest visitations. The MTC rate is a new measure in 2016. How we report our results This year we are reporting on the 53 weeks to 31 December 2016. Profit metrics are provided on a 53 week statutory basis in the financial statements. To provide a more direct comparison with last year’s 52 week period, the operating performance commentary is stated on a 52 week basis, unless otherwise noted. More details on the period under review (‘52’ and ‘53’ week data) and the performance measures used are set out in the Group Financial Review on page 42. Terms used throughout this document are defined in the Glossary on pages 172 to 173. Executive Directors’ remuneration is linked to certain KPIs, as indicated by the following symbol: R. More details on Director’s remuneration are set out in the Directors’ Remuneration Report on pages 82 to 103. 2 WorldReginfo - 885765fb-eb04-49cd-8514-2bf07f7b8e48 Merlin Entertainments plc Annual Report and Accounts 2016 Merlin Entertainments plc Annual Report and Accounts 2016 CONTENTS At the end of 2016 STRATEGIC REPORT Merlin operated: HIGHLIGHTS 2 CONTENTS 3 MERLIN AT A GLANCE 4 MERLIN’S BUSINESS MODEL 6 MERLIN’S BRANDS 8 MERLIN’S GLOBAL PORTFOLIO 10 MERLIN’S GROWTH DRIVERS 12 CHAIRMAN’S STATEMENT 14 CHIEF EXECUTIVE’S REPORT 16 MERLIN MAGIC MAKING 20 NEW OPENINGS 24 OPERATIONAL REVIEW - Midway Attractions 26 OPERATIONAL REVIEW - LEGOLAND Parks 30 OPERATIONAL REVIEW - Resort Theme Parks 34 GROUP FINANCIAL REVIEW 38 TEAM MERLIN 43 RISKS AND UNCERTAINTIES 47 ‘BEING A FORCE FOR GOOD’ - Corporate Social Responsibility The Merlin Way 53 GOVERNANCE CORPORATE GOVERNANCE STATEMENT 60 BOARD OF DIRECTORS 62 CORPORATE GOVERNANCE REPORT 66 HEALTH, SAFETY AND SECURITY COMMITTEE REPORT 70 AUDIT COMMITTEE REPORT 76 DIRECTORS’ REMUNERATION REPORT 82 NOMINATION COMMITTEE REPORT 104 DIRECTORS’ REPORT 105 DIRECTORS’ RESPONSIBILITIES STATEMENT 108 INDEPENDENT AUDITOR’S REPORT 109 FINANCIAL STATEMENTS TABLE OF CONTENTS 114 CONSOLIDATED INCOME STATEMENT 115 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 116 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 117 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 118 CONSOLIDATED STATEMENT OF CASH FLOWS 119 NOTES TO THE ACCOUNTS 120 MERLIN ENTERTAINMENTS PLC COMPANY FINANCIAL STATEMENTS 163 NOTES TO THE MERLIN ENTERTAINMENTS PLC COMPANY FINANCIAL STATEMENTS 165 ADDITIONAL INFORMATION FINANCIAL RECORD 170 OTHER FINANCIAL INFORMATION 171 GLOSSARY 172 SHAREHOLDER INFORMATION 174 3 WorldReginfo - 885765fb-eb04-49cd-8514-2bf07f7b8e48 Merlin Entertainments plc Annual Report and Accounts 2016 MERLIN at a glance OUR COMPANY Merlin Entertainments is Europe’s leading and the on people’s faces! We believe that we achieve this objective world’s second-largest visitor attraction operator. largely thanks to the commitment and passion of our teams and the strength of our brands, which will never fail to be distinctive, challenging and innovative. Together they deliver some of the We are first and foremost an entertainment company. We aim to best financial returns and growth in the sector. In every respect deliver unique, safe and memorable experiences to millions of and to every group of stakeholders, Merlin will always be an visitors across our growing estate - our passion is putting smiles exciting company to be involved with. OUR VISION Our vision is to become the worldwide leader in We operate in an attractive, dynamic, global marketplace. branded, location based entertainment. Worldwide we see growth in leisure spending, an expansion in leisure time and an expansion of the middle classes in emerging economies. We believe international tourism will continue to grow, as will the market for short break vacations. OUR STRATEGY Our strategy is to create a high growth, high return, Merlin delivers two types of visitor experiences family entertainment company based on strong that we manage across three Operating Groups. brands and a global portfolio that is naturally balanced against the impact of external factors. • Our Midway Attractions are predominantly indoor attractions located in city centres or resorts providing visits of shorter duration. We have high quality, chainable brands Our international footprint and variety of attraction types positioned across all key target demographics. Merlin is the means we are not dependent on any one market. We operate only company to successfully operate the Midway product over Europe, North America and Asia Pacific, with a long term across multiple brands and sites. ambition of an even split between these three areas. We have a 60/40 balance of outdoor and indoor attractions, and with • Our Theme Parks are outdoor attractions offering two thirds of our visitors being domestic, are not reliant on 'fly-in' accommodation, rides, shows and interactive experiences markets. At an attraction level, visits are increasingly booked in around a central theme: advance, also reducing volatility. • LEGOLAND Parks are aimed at families with younger See page 10 for our global portfolio of attractions. children and have LEGO as the central theme. Merlin holds the global, exclusive rights to the LEGOLAND brand. • Resort Theme Parks are national brands aimed at families, teenagers and young adults. They have high brand and customer awareness in their local markets and include the leading theme parks in the UK, Italy and Northern Germany. 4 WorldReginfo - 885765fb-eb04-49cd-8514-2bf07f7b8e48 Merlin Entertainments plc Annual Report and Accounts 2016 Merlin Entertainments plc Annual Report and Accounts 2016 MERLIN at a glance Indoor attractions located in city centres or resorts MIDWAY 104 ATTRACTIONS 21 COUNTRIES 4 CONTINENTS 44%(1) 1-2 HOUR EXPERIENCE 6 GLOBAL BRANDS MIDWAY ATTRACTIONS Outdoor attractions with rides and shows, complemented with themed accommodation LEGOLAND PARKS 7 ATTRACTIONS 34%(1) 6 COUNTRIES 3 CONTINENTS 1-3 DAY EXPERIENCE LEGO THEMED ACCOMMODATION, RIDES, SHOWS AND INTERACTIVE EXPERIENCES c.1,450 ROOMS 2 NEW PARKS IN JAPAN AND SOUTH KOREA UNDER DEVELOPMENT RESORT 22%(1) THEME THEME PARKS PARKS 6 ATTRACTIONS UK, GERMANY, ITALY 1-3 DAY EXPERIENCE ACCOMMODATION, RIDES, SHOWS AND INTERACTIVE EXPERIENCES AROUND A CENTRAL THEME c.1,600 ROOMS Footnotes: (1) Based on 2016 revenue. 5 WorldReginfo - 885765fb-eb04-49cd-8514-2bf07f7b8e48 Merlin Entertainments plc Annual Report and Accounts 2016 MERLIN’S Business model OUR GROWTH DRIVERS We have six highly complementary growth drivers • Transforming our theme parks into destination resorts - to deliver growth in our existing portfolio and as developing our theme parks into short break destinations to extend the catchment area, create new revenue streams we open new attractions all around the world. and improve guest satisfaction. Key to this is on-site themed accommodation. Our 2020 milestone target is to add 2,000 • Growing the existing estate through planned rooms to our accommodation portfolio between 2016 investment cycles - adding new rides and features to our and 2020. attractions to drive customer satisfaction, increase capacity • Rolling out new Midway attractions - opening new and provide a compelling new proposition to guests. The Midway attractions under one of our chainable global investment cycle is specific to each attraction which receives brands, with a focus on ‘cluster’ locations where we can a ‘high’, ‘medium’ or ‘low’ investment depending on its place derive operating cost, marketing and cross-selling advantages. in the cycle. These cycles smooth capital expenditure across Our 2020 milestone target is to open 40 new Midways the portfolio, ensure investments are funded from operating between 2016 and 2020. free cash flow, and enable attractions to plan effectively. • New LEGOLAND park developments - which we operate Exploiting strategic synergies • - leveraging the scale of under three models (operated and owned, operated and the Group in key markets to exploit enhanced operational, leased, under management contract). We combine our marketing and buying power, including the implementation operational expertise with the LEGO brand’s worldwide of e-commerce initiatives that provide commercial benefits popularity. Our 2020 milestone target is to open four new and improved ‘digital journeys’ for our guests. LEGOLAND parks between 2016 and 2020. See page 12 to learn more about developments in • Strategic acquisitions - pursuing acquisition opportunities the year and progress on our 2020 milestones. that complement our strategic objectives. OUR UNIQUE RESOURCES Supporting our Operating Groups are New Openings is a specialist team that has three two specialist teams. areas of focus. • Developing new LEGOLAND parks - locating potential Merlin Magic Making (MMM) is the unique new sites, negotiating contracts, managing the build resource sitting at the heart of Merlin.