2018 Annual Report and Accounts

The Company will today publish on its website www.williamhillplc.com the Annual Report and Accounts for the period ended 1 January 2019 (the 2018 Annual Report).

For those shareholders who have elected to receive paper communications, copies of the 2018 Annual Report will be posted to shareholders on 11 March 2019, together with the Notice of 2019 Annual General Meeting and proxy forms.

Shareholders who have not elected to receive paper communications will be notified of the availability of the 2018 Annual Report on the company’s website. 

In accordance with Listing Rule 9.6.1 of the UK Financial Conduct Authority (FCA), a copy of the 2018 Annual Report will be submitted to the UK Listing Authority and will be available for public inspection at the National Storage Mechanism (NSM) www.morningstar.co.uk/uk/NSM.

The information included in the final results announcement released on 1 March 2019, together with the information in the Appendices to this announcement which is extracted from the 2018 Annual Report, constitute the materials required by the FCA's Disclosure Guidance and Transparency Rule 6.3.5R. This announcement is not a substitute for reading the 2018 Annual Report in full. Page and note references in the Appendices below refer to page and note references in the 2018 Annual Report.

Balbir Kelly-Bisla

Company Secretary

1 March 2019

OAM: Additional Regulated Information 

William Hill LEI: 213800MDW41W5UZQIX82

Cautionary statement regarding forward-looking statements

William Hill PLC (William Hill) cautions investors that any forward-looking statements or projections made by William Hill including those made in this announcement, are subject to risks and uncertainties that may cause actual results to differ materially from those projected. Such factors include, but are not limited to those set out in Appendix A of this announcement.

APPENDIX A

Managing our risks

This year has seen change sweep across the industry, presenting new and material opportunities in the US, continuing consolidation and partnerships amongst new and existing businesses, and ever-evolving regulatory environments globally.

In addition, the landscape for UK PLCs has been challenging and remains uncertain from a political standpoint for the foreseeable future. It follows that all businesses such as ours face evolving, and arguably growing, risks. As a global, regulated, listed and ethical business, William Hill must continue to be aware of the risks we face and take steps to mitigate them, to ensure they remain at an acceptable level, aligned to our risk appetite.

Our approach to risk must take account of the commercial realities, but be sufficiently clear as to the limits of our appetite for risk, and where stronger action is required. No system of control or governance can give absolute certainty over the mitigation of risk and it is the intent of the William Hill risk management programme to highlight risks, ensure management are aware of the ongoing position and act accordingly to keep risk under control.

Our approach

The Board is responsible for the oversight and approval of appropriate responses to potentially significant risks in pursuit of the Group’s strategic objectives. During the year the Board reaffirmed the existing risk appetite as being appropriate. The Board confirms that its assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity, and which are set out in this ‘Managing our risks’ section, was robust.

Each defined business unit has fully considered their own risk profile which has been appraised, challenged and approved by the Group Executive, with a consolidated view presented to the Board. The Executive are charged with managing risk and undertake these duties through specific review of the business unit risk registers, and through maintaining key risk indicators, as well as formally considering risk as part of the investment appraisal process, Group and regional capital expenditure and project appraisals, review of key changes and a thorough discussion with the Board as part of Group strategy days. 

Throughout 2018 we undertook detailed bottom-up risk assessments in business divisions and support functions, highlighting key risks, their current mitigations and areas which required further action. This was presented to the Group Executive in late 2018 to make Group-wide assessments and prioritise areas for action and assurance.

Set out below is our view of key risks currently facing the Group, along with commentary on how this directly affects our strategic goals. Setting these risks out in priority order, we provide a view on the likelihood of these risks crystallising in the coming year and the potential impacts, along with an indicator of the change in risk compared to the prior-year assessment.

An explanation of how the Group manages its various financial risks is provided in note 24 to the financial statements.

Area of risk

Regulatory and political risk

Impact on strategy

Diversification into further regulated markets is a cornerstone of our growth strategy. To succeed in this aim, it is important that we maintain our commitment to upholding the standards required of a regulated business. This expansion in our footprint brings increasing complexity as we seek to maintain the standards required by multiple regulatory bodies, each with differing regulations and approaches to compliance. Whilst we believe that an increasingly diverse market mix reduces the impact and influence of any one regulatory regime, it undoubtedly increases complexity. This is especially true in the US, where we are operating with multiple regulatory bodies as new States open up. These bodies may be largely aligned and our experience operating in Nevada helps ensure alignment, however there are inevitable differences and local reporting requirements.

Our 2018 regulatory settlement with the UK Gambling Commission, which related to historic failures, particularly around sources of funds, brings sharply into focus the need to continually test and monitor how we conduct our business and ensure we remain aligned to the expectations of regulators and our shareholders.

We not only look to meet the requirements a regulatory body sets us, but also through our Nobody Harmed ambition we are setting expectations that William Hill will continue to strive to be seen as a leader when it comes to operating responsibly and in a sustainable manner.

Further the regulatory and taxation environments are not static. Political changes can materially alter our risks and the rules we abide by. Looking forward we now have certainty over the timing of the changes arising from the Triennial Review, however there remains continuing political uncertainty over Brexit and how this will impact the European licensing of the Group or possibly taxation, and there have been recent changes to TV advertising with a voluntary ‘whistle-to-whistle’ ban. Further evolution in 2019 is inevitable.

What are we doing to address the issue?

Due to the breadth and scope of our business maintaining and ensuring a compliant position is challenging, but this remains our absolute goal. We have significantly bolstered our Compliance functions, addressing areas where improvements can be made to ensure that roles, responsibilities and processes remain efficient, effective and aligned to our licensing requirements. A full review of our compliance and anti-money laundering responsibilities, processes and operations has been led by the Group Counsel with external expertise to support, and will continue throughout 2019. We have made a commitment to ‘go one better’ in our responsible gambling processes and procedures through the publicly announced Nobody Harmed ambition which is being used to drive improvements to the way we protect and support customers throughout the business.

We have clear plans around the mitigation of the impact of the Triennial Review on the Retail business, and despite the short-term impact of the review, we remain committed to the successful and profitable operation of the Retail estate.

The Group has increased diversification of operations to reduce the impact of changes in any one market through expansion in the US and the acquisition of Mr Green, opening up further European markets. We maintain relationships with regulators, tax authorities and other stakeholders in our licensed territories internationally, continually monitoring the legal landscape and adapting our strategy on a country-by-country basis to changes in regulation.

We have well-resourced in-house Compliance functions which have been boosted throughout 2018 and have compliance officers in all our strategic business units who are aligned to and engaged with local management teams, ensuring compliance retains a voice at the top table in each location. Our Compliance functions operate independently of operational management to both support management’s compliance obligations and provide ongoing assurance over adherence to local requirements.

We also engage with governments and regulators on a pro-active basis when changes to regulation are proposed and actively contribute to public consultations to promote the consideration of the interests of the Group and the industry before regulation is finalised. The Group Risk and Audit function also considers regulatory compliance as a core part of audit delivery, reporting directly to the Audit and Risk Management Committee, as an independent third line of defence.

Likelihood - High

Impact - High

Change - Increasing

Cyber crime and information security

Impact on strategy

The ability to provide a leading offering to retain and attract customers, and the associated complex back-office functionality we require, is underpinned by significant investment in proprietary technology and carefully selected third-party offerings. In the course of operating these technologies and delivering services to customers, we also need to store and process a wide range of data, including customer and employee data. Increasing threats to these technologies, and the privacy of associated data, from cyber crime or malicious activities requires sophisticated protection techniques and growing investment to mitigate against them. 

Furthermore, this threat landscape continues to evolve and ongoing investment is required to mitigate the risks. The nature of the sports betting and online gaming industries, and the increasing digital footprint of our global operations, means that this risk is a material threat facing the Group.

What are we doing to address the issue?

As a large multi-national, technology-based business, we remain a target for attacks such as sustained DDoS activity or account enumeration attacks. We continue to work with leading prevention and mitigation partners globally to prevent and react to such attacks. The level of threat activity continues to be high across the Group, but steps taken to prevent or to swiftly and successfully address rapidly emerging threats continue to support the value of investments made in this area.

As well as working with a range of specialist security firms to enhance, review and test our defences against these threats, we continue to invest internally. We have also undertaken changes to our network structures to reduce our exposure to external threats. Cyber threats have had continuing prominence at Executive meetings and Board or Committee meetings throughout the year. The threat continues to evolve and it is clear that no company or sector is immune. We believe our exposure is being well managed and continue to be vigilant and not complacent.

Likelihood - High

Impact - High

Change - Stable

Competitive landscape

Impact on strategy

2018 has seen material and unprecedented changes in the industry, specifically with PASPA being overturned in the US. This opportunity has seen a series of strategic partnerships formed across the industry between European operators with established sports betting platforms and operators with a local presence. Our strategy has been to tailor our response on a state-by-state basis, enabling William Hill to have a presence in all relevant states to date. Whilst results to date are encouraging, there remains a risk that the opportunity is not fully grasped and investments made do not meet expectations.

Our existing digital business continues to operate in a crowded and competitive market. With respect to the gaming element, our investment in Mr Green provides access to further European markets, new content, a Malta operator’s licence and additional expertise and capability through the colleagues who have joined.

Our Retail business is focused on addressing the challenges laid down by the Triennial Review decision, which will drive substantial structural change across the LBO sector over the coming years.

The need for investment to secure these opportunities is clear and the business must carefully manage both the cost and the financial implications of such investments and any subsequent implications for its funding arrangements.

Of course as we make such changes, so do others in the market, emphasising the continuing competitive nature of the industry and the significant interest in the US opportunity.

What are we doing to address the issue?

Through carefully selecting strategic partners and key suppliers in the US we have been able to diversify into all states currently regulating sports betting and have the ability to expand quickly into other states as they regulate. Further relationships are constantly under review to allow us to increase our footprint in existing markets or ensure we are in a position to be at the front of the queue when new markets open up.

The partnerships we have entered into are free from onerous, restrictive terms which allows us the flexibility to look at future strategic options as the details of each new state emerges.

As well as having an established brand name in the US through our existing Nevada business, we became the first business to agree a sponsorship deal with a major US sport franchise in the form of the Vegas Golden Knights ice hockey team and have a similar agreement with the New Jersey Devils.

We continue to develop our marketing activities in order to increase our brand awareness and develop market share in both our Retail and Online channels in the US.

Our response to the Triennial Review decision includes product innovation to offer alternatives to B2 gaming, as well as remodelling the estate and the business.

We continue to invest in improving our product and the customer experience across our Online business. The utilisation of data analytics drives insights that help us to understand our customers and tailor our offering and marketing accordingly.

Our acquisition of Mr Green further reduces our reliance on the core UK market and increases the online share of Group revenue. A strength of the Mr Green management team lies in growing international markets, allowing best practices to be shared across all our brands. Both the US and Mr Green businesses benefit from the support they receive from William Hill management, central functions and technical teams.

The Group will continue to carefully manage its investments, which are well controlled and governed. However, it is feasible that the Group would seek to consider other options for investment in new US states should the need arise, which is made possible through our flexible strategy in the US to date.

Likelihood - Medium

Impact - High

Change – Stable

Delivery of IT strategy

Impact on strategy

To succeed we must develop our services from commodity-driven offerings. It remains important to enhance customer experience through our time to market, front-end flexibility and performance, customer analytics and personalisation. Our global technology footprint comprises a sophisticated combination of core central services and capabilities and more targeted, more localised and business-specific capabilities, delivered from multiple locations, to meet specific local business needs.

Specifically, as our US business grows we must ensure that our technology platforms are fit for purpose to deal with high volumes and varying local requirements, as the offering in each state differs between channels and partnerships. The complexity of our technologies and our changing business needs means that execution within IT is a key area of management focus.

What are we doing to address the issue?

We continue to evolve our technology services and throughout the year have invested significantly to ensure that the right technology foundations are put in place to meet our customer needs. This includes progressing delivery of a new US technology solution to go live in 2019, incorporating the newest elements of the Group’s existing platform and a bespoke Player Account Management system from NeoGames, whose solution is more feature-rich than any sports betting platform currently live in the US.

We also continue to invest in our Krakow team to further enhance our development capabilities and increase the efficiency of core operations. Additionally, the investment in Mr Green adds fresh development capabilities to the Group.

Likelihood - Medium

Impact - High

Change – Stable

Talent engagement and retention

Impact on strategy

We have already talked to the high levels of change across the industry, and the changing focus of the business as we continue to diversify geographically. Further, regulatory changes, specifically the Triennial Review, have instigated the need to take tough decisions around core parts of the existing business.

We have also acquired key talent through Mr Green, and continue to align our development and technology teams across our Group footprint.

The recruitment needs of the US business are challenging and, as with all large employers, the maintenance and development of our existing teams is a big task.

As such, there is a risk that if we do not fully engage with and support our human resources we may suffer the loss of key individuals, and the knowledge/capabilities they hold. There is a clear cost related to keeping such talent, as well as associated costs when they have to be replaced.

What are we doing to address the issue?

This risk was acknowledged on the 2016 and prior corporate risk assessments. In 2017, given the transition to a revised core leadership team and upscaling of HR capabilities, including changes to the talent development and retention programmes, this risk was removed as a top corporate level risk, although it remained as a priority of operational management.

As such, whilst we add this back into our assessment of principal risks due to the factors noted above, we remain confident in our ability to resource our business effectively and efficiently. We have significantly upskilled our HR capability, including the talent development model, over recent years whilst continuing to supplement our home-grown talent with external hires to bring in new thinking and ideas from the industry and beyond.

The US opportunity also provides secondment and promotion opportunities for high-achieving employees, and similarly in the long term will increase the available talent pool back to Group.

Talent risk management is focused on engagement with staff, and supporting staff through the changes in the business so that key staff in particular are retained to help drive the business forward.

Likelihood - High

Impact - Medium

Change – New

Programme optimisation

Impact on strategy

During 2019 our transformation programme will be formally brought to a close and projects which remain open have already been transferred into the core business for ownership and oversight. The formal transformation programme delivered material change across the business, but that is not to say that the William Hill environments are now in a steady state.

We continue to drive change where required and make key decisions to deal with our rapidly evolving competitive, technological and regulatory environments.

Delivering a continuing level of change as the ‘norm’ has the potential to impact core business if not properly managed. The business faces into change in Retail as we mitigate the impact of the £2 stake limits on B2 gaming products announced through the Triennial Review; there are resource requirements to support the expansion of our US business; this growth must be aligned to our ongoing tech developments, and the integration of Mr Green all represent a level of change which have the potential to draw resource and focus away from business as usual. 

What are we doing to address the issue?

We have transitioned control over our portfolio of work from a third-party consultancy firm, bringing programmes back into our core business units and under the management of William Hill staff and Executive sponsors. Solid discipline in programme and portfolio management has been enhanced through working with the third party and stronger governance models on all project-style work is a beneficial legacy of that period of change. Better, simplified programme and project reporting is now embedded and a clearer picture is presented to our business leaders as part of business as usual.

Programmes with significant business impact are also prioritised under the Internal Audit plan with multiple reviews scheduled throughout the year, as well as considering the need for external specialist support. With these developments in mind, we believe the likelihood of this risk having a significant impact has decreased compared to the prior year.

Likelihood - Low

Impact - Low

Change – Decreasing

Brexit

The Group Executive and the Board are monitoring the UK’s withdrawal from the European Union (Brexit) and the potential impact this may have upon the business, in particular in the event of an unfavourable outcome in respect of any final agreements between the UK and EU. Management have reviewed and considered that Brexit is likely to have limited impact on William Hill.  However, three particular risks have been identified and are being considered.

Firstly, much of the Company’s current Online operations are based in Gibraltar, with many colleagues commuting regularly from mainland Spain. The Company is monitoring how Brexit may impact upon such commutes and has considered mitigating actions to address any near- or longer-term operational issues. 

Secondly, in light of the UK Parliament’s overwhelming rejection of the Prime Minister’s Brexit ‘Deal’, and the EU’s subsequent indication that it will not renegotiate, the likelihood of a ‘nodeal’ Brexit has increased. Management will monitor closely the potential impact on the Group’s workforce of the UK Government’s skills-based immigration and ‘settled status’ proposals, including a salary threshold,  all of which may apply from 29 March 2019 in the absence of a transition period.

Thirdly, Brexit uncertainty has raised questions about the status of Gibraltar as a British Overseas Territory. However, it is likely that Gibraltar will also no longer be within the single market following Brexit, which may give rise to certain regulatory and tax issues. In particular, William Hill may require a licensed operation within the EU to conduct business with customers within the EU. The Company therefore considered a location strategy to mitigate this risk. In early 2019, the Company completed its acquisition of Mr Green, which has operations and holds a remote gambling licence in Malta. The acquisition also complements our location strategy and creates an international hub in Malta, enabling the Group to access European markets on the same basis as currently enjoyed. It is anticipated that Gibraltar will remain a key part of the Group’s overall location strategy. Online gambling services to UK customers will continue to be provided primarily from Gibraltar. The new Malta hub will provide support for our international businesses servicing customers beyond the UK.

Our ‘Going concern’ and ‘Viability statement’ assessments reflect the potential impacts of Brexit on the Group.

APPENDIX B

Related party transactions  

Associates

During the period, the Group made purchases of £73.3m (52 weeks ended 26 December 2017: £52.5m) from Sports Information Services Limited, a subsidiary of the Group’s associated undertaking, Sports Information Services (Holdings) Limited. At 1 January 2019, the amount receivable from Sports Information Services Limited by the Group was £nil (26 December 2017: £nil).

The Group made no purchases from its associated undertaking, NeoGames. At 1 January 2019 and 26 December 2017, no amounts were due to or from NeoGames.

All transactions with associates were made on market terms.

The Group has made available a US$15m loan facility to NeoGames, of which $nil is drawn down.

Remuneration of key management personnel

The aggregate compensation of the Directors and key management personnel is given in Note

34 ‘Remuneration of key management personnel.’

APPENDIX C

Directors' statement of responsibilities

Each of the current Directors, whose names and functions are listed below and in the Corporate Governance section of the 2018 Annual Report confirms that, to the best of his or her knowledge:

• the 2018 Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s position and performance, business model and strategy;
• the Group financial statements, which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union and Article 4 of the IAS Regulation (in the case of the consolidated financial statements) and United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (FRS 101) (in the case of the parent company financial statements), give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the undertakings included in the consolidation taken as a whole; and
• the Strategic Report and risk sections of the 2018 Annual Report, which represent the management report, include a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.

About William Hill

William Hill PLC is one of the world's leading betting and gaming companies, employing c15,500 people. Its origins are in the UK where it was founded in 1934, and where it is listed on the London Stock Exchange. The majority of its £1.6 billion annual revenues are still derived from the UK, where it has a national presence of licensed betting offices and one of the leading online betting and gaming services. In 2012, it established William Hill US with a focus on retail and mobile operations in Nevada and established the largest sports betting business in the US. Following the ruling in May 2018 by the Supreme Court that the federal ban on state sponsored sports betting was unconstitutional, William Hill US has expanded and continues to expand as new states regulate sports betting. It is now operating in seven states: Nevada, New Jersey, Delaware, Rhode Island, Mississippi, Pennsylvania and West Virginia. William Hill’s Online business has operations in Italy and Spain, and to support its international expansion strategy acquired Mr Green & Co AB in January 2019.