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Casestudy_Debehams-2018Financialreport164pages.pdf

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Making shopping sociable and fun

2018 has been a tough year for UK retail and this is reflected in our results for the year. However we are seeing the first positive signs of results from our Debenhams Redesigned strategy. We have built a plan that allows us to focus on priorities within our

strategy that are scalable and will help us to mitigate the challenging retail environment.

We are taking decisive action to drive further cost savings and generate cash whilst addressing the structural challenge of our store

estate. This will create a solid financial platform for us to invest behind our strategy and create value for our shareholders and stakeholders.

Our strategy is to deliver growth by becoming a Destination for Social Shopping and offering exciting new products and services; being

driven by Digital, with mobile unifying our channels and our interaction with customers, as well as broadening our reach; and being

Different in how we create and manage our brands and product, supported by a more innovative culture.

This will be combined with a focus on driving efficiency by removing barriers to shopping both online and instore;

Simplifying and Focusing our store estate and operating model; and making more effective use of our resources.

Financial highlights Strategic highlights Shareholder returns

Gross transaction value1,*

£2.9bn Digital sales growth*

12.3% Underlying EPS2,*

2.2p Profit before tax2,*

£33.2m Beauty sales decline*

(0.8)% Dividend per share

0.5p Net debt

£321.3m UK Food sales growth*

9.6% ROCE (lease-adjusted)*

9.4% 1 Compares to £3.0bn for FY2017. 2 Pre exceptional items of £524.7m, statutory loss before tax of £491.5m, refer to page 36 for further detail. * Alternative performance measures are defined in the Glossary section of the Annual Report on pages 156 to 159.

20 Doing our bit: Equality, Community & Environment

Strategic report Business model and strategy 2 Market context 4 CEO’s strategic perspective 6 Strategy in action 10 Resources, relationships 20 and sustainability Key performance indicators 28 Risk management 30 Principal risks and uncertainties 32 Financial review 35 Viability statement 41

Corporate governance Chairman’s Introduction to Governance 42 Leadership 43 Board of directors 44 Corporate governance report 46 Nomination Committee report 52 Audit Committee report 54 Chair’s introduction 58 to Remuneration Remuneration policy 60 The annual report on remuneration 64 Directors’ report 76 Statement of directors’ 79 responsibilities

Financial statements Independent auditors’ 80 report to the members of Debenhams plc Consolidated income statement 90 Consolidated statement of 91 comprehensive income Consolidated balance sheet 92 Consolidated statement 93 of changes in equity Consolidated cash flow statement 94 Notes to the financial statements 95 Five year record income statements 144 Five year record balance sheets 145 Company balance sheet 146 Company statement of 147 changes in equity Notes to the Company 148 financial statements

Additional information Store list 155 Glossary and references 156 Additional information 1606

CEO’s strategic perspective

10 Strategy in action: Destination, Digital, Different branding, Simplify & Focus and International

Financial review of the year 35

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B U S I N E S S M O D E L A N D S T R A T E G Y

Creating value for our stakeholders

Our resources and relationships

How we create value today Innovation and culture We are developing a culture that puts our customers first, enabling product creation and development in an inspiring environment, supported by data-informed decision-making

Developing and managing brands Approximately half our sales come from our own or exclusive brands. We use the insight from 19 million customers to inform brand development, and to edit and curate the choice of products and brands we sell

Serving our customers We have worked hard to make shopping easier and more fun for our customers: reducing colleague tasks; equipping them with technology and data; and giving them more time in front of customers

Creating inspiring places to shop We are reducing clutter in our stores, reducing stock options and improving visual merchandising. We have continued to upgrade our digital presentation for mobile display, to improve conversion

Leveraging partnerships We continue to strengthen our relationships with third parties to broaden our reach. This includes accessing new customers both in the UK and overseas through partners for our own brands, and working with service providers to exploit growth categories, such as food and beauty services in our stores

The value we create We create value for our stakeholders and our business by carefully managing the use of, and the return on, our resources and relationships

Gross transaction value

£2.9bn

Digital sales growth

12.3% EBITDA*

£157.3m Return on capital**

9.4% Underlying EPS*

2.2p Direct employment

c26,000 * Before exceptional charges. ** Lease-adjusted.

People We employ around 26,000 colleagues in the UK, the Republic of Ireland, Denmark and in our sourcing offices in Hong Kong and Bangladesh. They support our own-operated stores in the UK and Europe and our digital operations, and serve around 19 million customers

Read more on page 20

Expertise and insight We recruit and train experts in design, buying and merchandising, supported by excellent creative, marketing, logistics, financial and administrative functions. Our customer insight unit provides us with valuable feedback on our customers’ spending habits and their view of our offer

Read more on page 5

Channels We have 182 stores across major retail locations in the UK, the Republic of Ireland and Denmark. We also have franchised stores across a number of international markets, particularly in the Middle East. We have a flagship digital store in the UK and a localised online service in a number of overseas markets. Our UK website is one of the top online UK retail destinations with over 300 million visits each year

Read more on pages 6 and 7

Suppliers and partners We have a well-established network of more than 1,000 suppliers, as well as concession, logistics and franchise partners, who provide us with high quality product, logistical support and local market expertise in locations where we trade with a partner

Read more on page 22

Finance We have a strong balance sheet, with flexible financing provision through a £320 million financing facility and a £200 million bond, which are available until 2020 and 2021 respectively. These resources are more than adequate to provide working capital and support our capital spending programme including investment in our strategic priorities.

Read more on pages 38 and 39

Our value creation is underpinned by

Risk management A systematic approach to managing risk to ensure strategic goals are met

Read more on pages 30 and 31

Governance A governance framework designed to safeguard long-term shareholder value

Read more on pages 46 to 51

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Debenhams plc Annual Report & Accounts 2018

What we do We aim to make shopping confidence-boosting, sociable and fun for our customers, through our 240 department store destinations and online in more than 90 countries. We give our customers around the world a unique, differentiated and exclusive mix of own brands, international brands and concessions.

The value we share

How we aim to maximise value through our strateg y

Destination By making Debenhams more of a Destination, especially for Beauty and beauty services; Fashion and accessories; and Food and events, we will grow “Social Shopping” and increase frequency of visits

Digital By using mobile to integrate our channels and become the primary means of interacting with our customers, we will increase loyalty and personalisation and broaden our reach

Different By being different in how we create and manage our brands and product, we will increase innovation and differentiation, building the desirability and value of our brands

Underpinned by Simplify & Focus By simplifying our operations and processes and focusing on doing fewer things better, we will increase the efficiency of our business

Read more on pages 10 to 17

By running a profitable, sustainable, responsible business, we create value which is used to strengthen our financial position, invested to enable growth and shared with all of our stakeholders

Customers We invest in our stores and integrated digital offer (2018 capex of £143.5 million in order to provide our customers with an inspiring environment and a convenient customer journey

Read more on page 39

Shareholders We have paid a dividend (2018: £35.6 million) although the board has decided not to pay a final dividend to retain cash in the business and reduce debt at this time

Read more on page 38

Colleagues We invest in training and support for our colleagues in order to enable them to create and manage brands and to serve our customers well

Read more on page 20

Suppliers We source globally from more than 1,000 suppliers adopting ethical trading principles. We have increased our business through direct sourcing operations in Hong Kong and Bangladesh

Read more on page 22

Communities We raised £1.3 million through Group activities in 2018 to support charitable giving and community involvement

Read more on page 24

Environment We seek to operate our stores, logistics and sourcing operations in a way that minimises the use of energy and resources

Read more on page 25

Sustainability Introducing “doing our bit”, Debenhams’ new approach to CSR

Read more on pages 20 to 27

Culture Taking a customer first approach, fostering innovative thinking underpinned by data

Read more on page 15

Social Shopping

Simplify & Focus

Destination Digital Different

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M A R K E T C O N T E X T

2018: a tough year for retailers – and it’s not over yet

Our market context commentary comes from a research report, from broker Citi, published on 25 July 2018.

“Two years on from the Brexit vote, we take a more positive view on Citi’s UK measure of Household Available Cashflow (HAC) for 2019 and 2020 although we expect disposable income to remain subdued for the remainder of 2018.

So far in 2018, the UK has seen extreme weather conditions, from snow in March to a summer heatwave. This has had more of an impact on retail sales than any underlying change in consumer behaviour. Given the long-standing structural headwinds of online challenging the store-based retail model, we have remained cautious on the more traditional retailers, and sentiment has been negatively affected by high profile retail failures.

Very weak footfall in 2018

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Source: Citi Research, BRC

Online growth is slowing but the shift from instore to online continues

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For the majority of UK consumers, the only real impact from Brexit has been higher inflation due to weak sterling and an increased cost of holidays. Arguably the economy has proven more resilient than many feared, albeit still at a slightly lower growth rate than would otherwise have been the case. However, given the impending deadline for an agreement, large domestic employers are now calling for information on exactly how Brexit will be enacted before they can confirm investment plans.

Consumer confidence has bounced off its recent lows but is still lower than the pre-Brexit vote level

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0.3% growth in Household Available Cashflow in 2018

Strategic report

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Debenhams plc Annual Report & Accounts 2018

UK consumers feeling better about their personal financial situation

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Source: Citi Research

Looking at the data from our regular UK consumer survey of 1,200 respondents on their spending intentions, it supports a positive outlook for online and discount retail, while indicating continuing weakness in home-related spending. It does indicate an improving outlook for UK clothing – where spending intentions are better than expected. However, we believe that trends in spend still favour online and value players rather than the traditional retailers.

Specific spending intentions by category

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Source: Citi Research

The demand environment remains uncertain for 2018 with the final Brexit agreement creating significant volatility in terms of the outlook for the important peak trading period for retailers. As we look into 2019, a better demand and operating cost environment than in the previous two years should help offset any incremental gross margin pressure.

• UK consumer demand likely to rebound in 2019 – 2018 is likely to be the low point for consumer disposable income with a recovery as inflation fades. The UK HAC points to just

+0.3% implied like-for-like improvement in 2018 before a projected rebound to +1.3% in 2019 and +1.5% in 2020. Over the next year, by category the UK consumer survey sees net intentions to spend more in Food, Discount retail and Clothing with less in other categories. However, we are not expecting a strong increase in consumption compared to history and much of this spend will likely be transferred online. The direction of Brexit negotiations will also affect confidence and, therefore, willingness to spend

• Store closures are starting to see a benefit in terms of sales transfer both from own estate and competitor closures – The upside of the structural challenges for the remaining retailers is the benefit of a pick-up in sales from retailers such as House of Fraser, Homebase and Toys’R’Us closing stores as well as the benefit from sales transfer from reducing the size of their own store estates (Dixons Carphone, M&S)

• Gross margin headwind for 2019 on FX and commodities – However, we assume a negative outlook for gross margins for UK clothing retailers as foreign exchange, cotton prices and freight have all moved against the sector

• Less operating cost pressure than we have seen in recent years – This should be mitigated by the lower level of minimum wage inflation at c+4.5%, lower average rents as lease renewals drive downwards pressure, a possible freeze on business rates for retailers, and less of a step-up in IT and warehousing investment

Where could we be wrong? The main risk to our more constructive view for 2019 is the increased political uncertainty over Brexit. This would likely delay investment and curtail employment growth, as well as negatively impact sterling. Citi’s view is that GBP/USD is the single most important macro driver of the UK retail sector followed by consumer confidence, and both of these could be under pressure without a satisfactory Brexit agreement.

There is also a risk that increasing employment fears drive an increase in the savings rate given its historic low level and the high level of consumer debt. This would see any increase in disposable income revert to shoring up personal finances. An upside risk is post-Brexit inward investment stepping back up given the removal of uncertainty, or a reversal of leisure spend back towards retail.”

+4.5% National Minimum Wage inflation

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C E O ’ S S T R A T E G I C P E R S P E C T I V E

“After a huge amount of change behind the scenes,

we’re starting to see evidence of progress.”

Sergio Bucher Chief Executive Officer

ear shareholder, It has been a tough year for UK retail and our trading performance in FY2018 reflects

that. Nevertheless, we are encouraged

by the signs that our transformation is gaining

traction. We have been reshaping our business, taking some hard decisions, including announcing more store closures, to make sure that Debenhams is in a strong financial position to trade successfully in a highly competitive and promotional marketplace. I would like to thank all my colleagues for their resilience and support in delivering the necessary changes and building the foundations for our transformation of Debenhams.

We announced our new strategy, Debenhams Redesigned, in April 2017. see the framework of our strategy below and Strategy In Action (SIA) pages 10 to 19. The strategy aimed to address the challenges that face department store retailing and to create a business that makes shopping confidence boosting, sociable and fun for our customers. In order

to deliver our strategy, we needed to restructure the organisation to make it simpler, leaner and more nimble. We have made huge progress with this reorganisation and we have assembled a strong management team.

Five key priorities identified At our interims in April, acknowledging the rapid change in our industry, we identified five priority actions within our strategy that will help mitigate the trading environment; that are scalable; and that will deliver positive returns. These priorities are:

• Delivering above-market digital sales growth driven by technological change focused on mobile

• Sustaining leadership in Beauty through innovative customer engagement both instore and online

• Revitalising fashion product under new leadership, with Designers@Debenhams reinvention under way

• Changing the instore experience for customers through our redesigned service model and store presentation

• Accelerating cost reduction activity to underpin announced annualised savings of £20 million

Strategic report

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Debenhams plc Annual Report & Accounts 2018

A strategy that aims to create shareholder value

Debenhams Redesigned Our objective is to build a successful future for Debenhams against a fast changing background, with a mission to make shopping confidence-boosting, sociable and fun. Our plan is to transform the shopping experience at Debenhams, creating great reasons for our customers to come to us whether they are sitting at home, commuting to work or enjoying leisure time browsing in stores. The strategic framework illustrates our Debenhams Redesigned strategy:

Destination 2 We aim to make Debenhams a destination for Social Shopping by focusing on three key areas to grow: Beauty and beauty services; Fashion via accessories; and food and events – which we call Meet me @ Debenhams. If we can be higher in our customer’s consideration for these categories, this will increase frequency of visits. Our customers visit us less frequently than some of our peers and by exploiting our market-leading position in premium beauty; encouraging cross-shopping between fashion and accessories and creating exciting places to eat and drink, we can increase traffic and spend per customer.

Different 3 4 We are redesigning the culture at Debenhams, from being process-driven, to customer-led. We aim to foster creativity and innovation, underpinned by data-driven decision-making. We are reinventing Designers@Debenhams, making the proposition more relevant and managing our brand portfolio more robustly. We are building ranges for our online customers first. By being different in how we create and manage our brands and products; we will build their desirability and value.

Digital 1 Growth in mobile demand is driving growth in UK non-food retail sales and is a significant opportunity overseas. We saw continuing rapid growth in mobile demand in 2018 of 20%, and it now accounts for almost 60% of UK Group digital sales. By using mobile to integrate our channels and become the primary means of interacting with our customers, we will increase loyalty and personalisation and broaden our reach. We intend to increase our digital distribution both through our own infrastructure and via strategic partnerships.

Strength in digital sales growth Debenhams is one of the top ten most visited retail websites in the UK and a clear destination at peak shopping dates in the calendar. We have delivered strong growth in digital sales in FY2018, up 12% to £530 million. This accelerated well ahead of the wider market in H2, driven by continuing agile development focused on mobile. The smartphone is increasingly the centre of our interaction with customers and mobile demand accounts for over half our digital sales. Our partnership with Mobify, a digital experience platform, has successfully delivered a faster, more responsive mobile website and improved customer experience. We plan to extend this to our customers shopping via their desktops and expect to continue to drive profitable, above-market growth in the coming year.

Sustaining leadership in Beauty Debenhams is a leader in the UK premium beauty market, which has slowed this year after several years of strong growth. Our Beauty Redesigned strategy aims to sustain our leadership through making our beauty halls even more of a Destination, through

driving Digital engagement with our customers and offering Different brands and categories where we see growth opportunities. We took a minority stake in digital beauty services provider blow LTD. Our Beauty Hall of the Future has opened in two locations; our new store in Watford and our modernised store at Meadowhall, with elements of our new thinking being rolled out to more stores. We have launched the BeautyClub Community, a social media platform for beauty devotees, where our 1.3m BeautyClub members and instore beauty consultants can share advice, tips and recommendations, building content and gaining rewards based on their participation. This is an exciting development, the first of its kind in the UK, that brings our channels together, tapping into a highly socially- engaged customer.

Revitalising fashion product Under the leadership of Steven Cook (see overleaf), we have restructured the organisation of our Fashion & Home business unit: reducing complexity, aligning the management of the trading divisions and improving accountability.

1 Above market growth

2 Growth in beauty through digital/social

3 Improve fashion product

4 Change instore experience

5 Deliver cost reduction activity

Underpinned by Simplify & Focus 5 We have reviewed our processes and the way we do business in all areas to simplify them and improve our flexibility, with the aim of making more effective use of our people, our inventory and our infrastructure, including how we generate and deploy our cash. We have now started to address the structural challenge within our store estate: segmenting the portfolio between the investable core; those markets we plan to exit; and a low cost model for the balance of the UK chain.

This strategy will deliver growth and efficiency over the next three years and beyond, delivering an enhanced experience for our customers, helping our colleagues to serve our customers better and creating value for our shareholders.

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Introducing our new CFO, Rachel Osborne Rachel joined in September 2018. She was previously CFO at Domino’s Pizza Group plc and has also held finance roles at both Kingfisher plc and the John Lewis Partnership.

Read more on page 44

C E O ’ S S T R A T E G I C P E R S P E C T I V E C O N T I N U E D

This will underpin our work to differentiate our brands better. We are revitalising Designers@ Debenhams, which remains an important asset of the business, with some changes to our portfolio of Designers. The first collection from our newest partner, Richard Quinn, winner of the London Fashion Week Queen Elizabeth II award, was very well received. In those brands where our work is most advanced, we have seen a strong improvement in full price sell-through.

Changing instore experience We started our work on instore experience by addressing some of the issues that have hindered our customers from enjoying their shopping experience with us. We introduced customer service measures to our KPIs and in FY2018 we have seen a significant improvement in our net promoter scores. Building on the lessons from our store  “test-lab” at Stevenage we restarted our store investment programme, with six stores, Uxbridge, Westfield, Reading, Cambridge, Leicester and Meadowhall, being modernised in time for the autumn season. We have opened our “store of the future” at Watford, which brings together our latest thinking instore presentation and layout. We are assessing how to focus our investment plans, within a lower capex budget to deliver the best returns.

Accelerating cost reduction activity We announced in January that we were working on a new, more flexible operating model that would result in reorganisation and restructuring activity both in our stores and support centre. We have reduced the layers of management, taking out 320 roles in stores and c300 roles in the support centre, delivering £12 million of cost savings in FY2018, and secured further efficiencies to deliver the annualised £20 million identified. Market conditions remain volatile and challenging. We are therefore taking a prudent approach and assume no improvement in the trading environment for the foreseeable future. We have identified a further £30 million of cost savings for FY2019, annualising to c£50 million by FY2020.

Strengthening our financial position As well as driving out further cost opportunities beyond those already announced, we are focusing on self-help and prioritising cash generation. In order to give us maximum flexibility amidst difficult trading conditions we are taking the opportunity to strengthen our balance sheet further. Whilst still pushing ahead with key strategic initiatives, we are planning for a material reduction in FY2019 capital expenditure to £70 million. As a result, we expect net debt to be lower in FY2019 than in FY2018. We are also conducting a strategic review of non-core assets, aiming to focus investment behind our strategy.

Debenhams management team The team delivering the transformation of Debenhams

Executive committee (left to right): David Smith MD of International

Angela Morrison Technology and Supply Chain Director

Sally Hyndman HR Director

Ross Clemmow MD of Retail, Digital, Food & Events

Steven Cook MD of Fashion & Home

Sergio Bucher CEO

Rachel Osborne CFO

Richard Cristofoli MD of Marketing & Beauty Services

Read more on page 47

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Debenhams plc Annual Report & Accounts 2018

Strategic report

Putting Debenhams on firmer foundations Early evidence of strategic progress

SEPTEMBER 2017 Debenhams announces partnership with blow LTD to drive beauty services growth

Opens first southern hemisphere store in Melbourne, Australia

JANUARY 2018 Steven Cook joins as MD, Fashion & Home

Debenhams reports tough Christmas trading, but strong digital performance

Initiates move towards new operating model and confirms £20 million cost saving target

MAY 2018 New Designer collaboration with Richard Quinn launches

MARCH 2018 Furniture trials with partners Maisons du Monde and Swoon open in Westfield

JUNE 2018 Q3 trading update notes deterioration in market environment

Announce strategic review of non-core assets

APRIL 2018 Interims introduce five priority actions under Redesigned strategy

Confirms de- layered management structure both in stores and at support centre

AUGUST 2018 First Sweat! gym opens at Sutton, Surrey

Appointment of new CFO, Rachel Osborne

OC TOBER 2017 Preliminary results and strategic update introducing new KPIs

First downsized store launched at Uxbridge

Looking different The Debenhams Redesigned strategy sets out to reinvent the shopping experience for customers. Whilst we have made real improvements to our stores and continue to improve our product offering, we also want to signify clearly to customers that Debenhams is changing and give them more reasons to come instore – our new brand identity signals the next phase in our continued transformation. You will see it on our website, in all our communications, especially on social and digital platforms, and in our new and modernised stores.

Store of the future I am as convinced as ever that the high street has a big role to play in the future of retail. We invited some of our stakeholders to see our vision of the future of department stores, as displayed at our new store in Watford. It is obvious that online platforms, including ours, provide a very convenient way of shopping. However, shopping is one of the favourite hobbies for many people around the world and particularly in the UK. If the high street wants to compete, we need to make sure that every shopping trip has a little something that is memorable: the product, the experience, the service, the environment, the food, the drinks, the friends. Watford brings to life what we call Social Shopping: that is, shopping as a fun experience you can do on your own or share with friends, with family, wrapped in a set of digital experiences. Watford will form the template for the future revitalisation of our store portfolio, which will underpin the transformation of your company.

Changes to the senior team We have said Hello and Goodbye to some members of the senior team. In January, we welcomed an important new member of the executive committee, Steven Cook, who has joined from Holt Renfrew as Managing Director of Fashion & Home. I would like to take a moment to thank Matt Smith, our CFO, who left in August 2018, for his contribution to Debenhams over the past three years including developing and shaping the strategy and strengthening our financial position. I am delighted that we have appointed a very able successor to Matt in Rachel Osborne, who has joined us from Dominos plc, with invaluable experience across retail and consumer-facing businesses. I’d also like to thank Paul Eardley, who served most ably as Company Secretary for 11 years. We all hope he enjoys his well-earned retirement.

Sergio Bucher Chief Executive Officer 25 October 2018

1 Above market growth

2 Growth in beauty through digital/ social

3 Improve fashion product

4 Change instore experience

5 Deliver cost reduction activity

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S T R A T E G Y I N A C T I O N

estination Our priority actions to sustain leadership in Beauty and to improve the shopping experience for our customers underpin our mission

to make shopping fun, social and easy, as well as being key to encouraging our customers to visit us more often.

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Debenhams plc Annual Report & Accounts 2018

2 Growth in beauty through digital/social

Beauty products and services What we have done Our first two Beauty Halls of the Future have opened at Watford and Meadowhall. We have trialled a new multi-brand format – #beautyhub – that will extend choice in smaller stores. We launched three blow bars offering beauty services in our stores at London Oxford Street, Birmingham and Manchester.

What we are going to do We plan to roll out elements of our Beauty Hall of the Future to 40 further stores before peak trading. We see opportunities in mini beauty products (for travel and gift) and growth in categories such as skincare and male grooming.

3 Improve fashion product

Fashion via accessories What we have done Debenhams has maintained a 5% share in the UK clothing market, supported by leading market positions in important accessories categories (eg bags, swimwear, branded lingerie). We have assembled a new leadership team in Fashion & Home, with a restructured organisation.

What we are going to do We will see a step forward in product this autumn, particularly in womenswear. We are increasing the emphasis on newness, introducing new brands, “new this week” hubs and more capsule collections in our own brands. We have seen a strong customer response to trials of an enhanced service proposition in footwear and lingerie.

4 Change instore experience

Meet me @ debenhams What we have done We have continued to roll out new food and drink offers with exciting new brand partners, such as Franco Manca and Nando’s. This has driven a record year in food sales. We trialled our own in-house developed fresh and healthy food offer, Loaf & Bloom, and upgraded menus and service in our instore restaurants. As well as our established VIP evenings before Christmas, we hosted a national “Summer School of Beauty” event in June.

What we are going to do We are adding 75 pop-up food offers before Christmas, including gin bars, as seen at Watford. We are testing another in-house developed concept, The Kitchen, for a different customer demographic. As the nationwide destination for shopping events, we are expanding our event programme with privileged access for our VIP customers.

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S T R A T E G Y I N A C T I O N

igital One of our five priority actions is to continue to deliver

above market growth in digital. Mobile is becoming the primary means of interacting with our customers;

we aim to increase loyalty and personalisation.

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1 Above market growth

Mobile@ everywhere What we have done FY2018 growth in UK digital sales of 10% compares with UK market growth of c7% (according to the BRC) and was powered by strong mobile demand, which now accounts for c60% of online orders. Through our partnership with progressive web application Mobify, our work to improve the customer journey has grown smartphone conversion rates by 17%.

What we are going to do Our progressive web application development will gradually replace functionality in our existing web platform and give us all the flexibility of an app. All our development work is mobile first as this is the focus of how we are building customer loyalty and personalisation.

4 Change instore experience

Click & Collect What we have done Next day click & collect accounts for over 30% of online orders and drives store footfall. We have been testing a partnership with Doddle in 50 stores, providing collection services for other retailers’ orders. We have announced this will be extended to all stores.

What we are going to do Our modernised stores show how we can transform the click & collect service to be engaging and sociable as well as a convenient and reliable service. Linking the service with personal shopping and other activities will make click & collect a leisure experience in its own right.

2 Growth in beauty through digital/social

BeautyClub Community What we have done Our BeautyClub card loyalty scheme has more than 1.3m members and we have over half a million followers on Facebook and Instagram. We also have more than 6,000 beauty experts in our stores. We have developed our own social media platform using an established software provider to access the community of highly digitally- engaged beauty consumers.

What we are going to do We are creating a digital destination, accessed via Debenhams.com, bringing together beauty beginners, enthusiasts and experts in a fun, rewarding and safe space to connect and share their passion by asking questions, offering knowledge and giving authentic advice. Users will be able to earn rewards from their participation. The BeautyClub Community is the first of its kind in the UK and has met with an enthusiastic early response.

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S T R A T E G Y I N A C T I O N

ifferent branding

We aim to foster creativity and innovation, underpinned by data-driven decision-making. We have launched

new branding and marketing which is consistent across all our communications and acts as a call to action to customers signalling

changes to product, presentation and environment.

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do a bit of

4 Change instore experience

Innovation and culture What we have done We have reorganised the way we operate into three business units that are aligned with our strategy: Beauty & Beauty services; Fashion & Home; and Food & Events. With clearer lines of responsibility and a holistic view of each division we are already seeing better collaboration and visibility of data. Our “Service Redesigned” programme included dedicated training and incentives and a mystery shopper programme. As a result we have delivered a significant improvement in net promoter scores.

What we are going to do Our new structure for Fashion & Home is buyer-led and design-driven, supported by a centralised planning function. This will improve accountability, align activity across channels and markets and lead to faster decision-making.

3 Improve fashion product

Brand matrix What we have done We have a strong track record of brand creation, with a number of our brands generating annual turnover of over £100 million, making them sizeable businesses in their own right. We have taken some of these brands back to their roots, restoring a clear brand identity, with positive early results, for example at Principles and Star by Julien Macdonald.

What we are going to do We are rolling out a new brand identity – our first for 20 years – which aims to alert our customers to the changes at Debenhams and encourage brand reappraisal. We are proud of the Debenhams brand and are bringing together our entry level product in home under this label. We are managing our gift offer differently, with 70% of the range changed for this Christmas. We are starting to build ranges online first, editing store ranges based on online catchment data.

3 Improve fashion product

Designers@ Debenhams What we have done Our long-standing collaboration with designers remains a core attraction for customers and an important point of differentiation for Debenhams. In line with a more robust portfolio approach, we are phasing out Ben de Lisi and John Rocha and have introduced a capsule collection from London Fashion Week award-winner Richard Quinn.

What we are going to do Following positive early results from upgrading fabric quality for some of our newer designers, we are extending this further across the portfolio. We plan to offer “little black dresses” from each designer to make Debenhams the destination for partywear this season.

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S T R A T E G Y I N A C T I O N

Simplify & Focus

In light of rapid market change, we accelerated our cost reduction programme to deliver annualised savings of £20 million. A leaner operating model,

with fewer management layers, is delivering faster decision-making and potential to drive out further efficiencies.

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Debenhams plc Annual Report & Accounts 2018

5 Deliver cost reduction activity

New operating model What we have done We identified the opportunity for £20 million cost savings. We reduced the number of roles across our store estate by 320 whilst increasing customer-facing hours. At our support centre, we have streamlined the number of management layers from 17 to nine and reduced the space and occupancy cost in our London office by 20%.

What we are going to do We have identified further cost opportunities that should deliver additional cumulative annual savings of c£70 million by FY2020. Whilst the market remains volatile and uncertain, we will continue to look for further efficiency savings to offset inflationary headwinds.

5 Deliver cost reduction activity

More efficient use of resources What we have done We have created two key sourcing hubs in Hong Kong and Bangladesh to drive standard and efficient ways of working that support a leaner and more flexible UK sourcing structure.

What we are going to do Our aim is to achieve a more flexible and customer-led supply chain, supporting more frequent product newness whilst also delivering better availability on continuity lines. We are maintaining our investment in warehouse automation, which will reduce fulfilment costs.

4 Change instore experience

Store estate What we have done We closed two stores of the ten that we had identified for potential closure as a result of our initial portfolio review. We have modernised six stores, including a downsized store at Uxbridge, building on the lessons from our award-winning Stevenage store.

What we are going to do We have again reviewed our store estate in light of the rapidly-changing market environment. As a result we have segmented our stores into those locations that will deliver a good return on investment, in line with the principles embodied at our “store of the future” in Watford; those locations in lower-performing markets where we see risk that they will become unprofitable and so will exit; and the balance which remain profitable but are unlikely to justify future investment. We are working closely with landlords to align rents to the market.

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International We are adapting Debenhams Redesigned to our International operations,

looking to leverage and grow successful partnerships through both franchised and wholesale relationships, and increasing our digital presence.

We continue to exit lower-growth, lower-potential markets.

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Leverage and grow successful partnerships What we have done We have strong partnerships in markets such as the Middle East, which account for around half our franchise operations. We opened a flagship store in Kuwait, and a new store in Riyadh. Wholesale customer sales grew over 50%, with strong growth via our digital partner Zalando. We have launched a mobile site for international e-commerce.

What we are going to do Our international teams have been reorganised to align with our new business unit structure and this will underpin our future franchise service model. As we focus on fewer partners, we will be able to pursue our ambition to develop a multi-channel offering in key international markets.

Simplify What we have done We are continuing to review our international market presence. In FY2018 we closed a net five franchise stores, exiting two markets, mainly in Eastern Europe.

What we are going to do We are testing and learning from marketplace and wholesale models in order to prioritise investment. We are working with our international partners to introduce customer-led methodology for product selection and we are developing an agile design, sourcing and buying operation to support targeted international product.

Denmark What we have done Magasin du Nord remains the largest profit-generating entity within International. It has invested in its flagship Copenhagen store and introduced 75 new brands. Digital growth has continued to be exceptionally strong.

What we are going to do Our first new store for 12 years opened in Aalborg in September, taking the chain to seven. We plan to take Magasin beyond its domestic market, as the destination for the best of Scandinavian design, with digital entry to another Nordic market planned this year.

Debenhams Avenues, Kuwait

Beauty Hall, Copenhagen, Kgs Nytorv

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Equality Community Environment

doing our bitEquality Community Environment

doing our bit

Equality Community Environment

doing our bit

Equality Community Environment

doing our bit

Equality Community Environment

doing our bit

Equality Community Environment

doing our bit

Equality Community Environment

doing our bit

Equality Community Environment

doing our bit

Equality Community Environment

doing our bit

Equality Community Environment

doing our bit

“ We are committed to five of the United Nation Sustainable Development Goals of the BRC Better Retail, Better World Initiative.”

R E S O U R C E S , R E L A T I O N S H I P S A N D S U S T A I N A B I L I T Y

This year we have launched our CSR strategy “Doing our bit” which is focused on three strands: Equality – striving for equality and diversity throughout our workforce and supply chain; Community – being an active part of the communities in which we serve; and Environment – reducing, reusing and recycling all that we do to the best of our abilities.

We have executive committee sponsorship for the overall programme as well as members focusing on specific strands. We have underpinned our strategy by signing up to the BRC Better Retail, Better World Initiative which concentrates on five of the 17 United Nation Sustainability Development Goals which align to our three strands (see diagram above).

EQUALITY

To ensure we strive for equality and diversity throughout our workforce and supply chain, we are focusing on our colleagues and our partners colleagues.

Our colleagues We directly employ around 26,000 colleagues globally. We work hard at ensuring our colleagues are kept informed and offer two-way communications through a regular drumbeat of messages. These include newsletters, video diaries from our CEO and broader leadership group, leadership events and cascades, weekly huddles, live Yammer Q&A with the members of the executive committee, regular floor walks on major announcements and breakfast sessions. We also organise activities for colleagues, such as bring your dogs to work days and wellbeing days.

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Our behaviours We have worked with colleagues from across the business to redefine our culture through creating a set of behaviours (see above diagram) to support the delivery of Debenhams Redesigned, harnessing the best of what we have today together with the cultural shifts needed to achieve our mission of making shopping confidence-boosting, sociable and fun. Our new behaviours complement the customer service behaviours rolled out to stores which are designed to drive a customer-led business.

Equal opportunities We are committed to ensuring that colleagues are treated equally, regardless of gender, sexual orientation, religion or belief, age, mental status, social class, colour, race, ethnic origin, creed, disability, political or philosophical beliefs, or marital or civil partnership status.

Through our equal opportunities policy, we aim to create an environment that offers all colleagues the chance to use their skills and talent. Decisions on recruitment, training, promotion and employment conditions are based solely on objective, job-related criteria, and personal competence and performance.

We seek wherever possible to make reasonable adjustments to ensure that a colleague who becomes disabled during the course of his or her employment is able to continue working effectively. This includes providing equipment or altering working arrangements; providing additional training; re-allocating on a temporary or permanent basis some of the colleague’s duties to other members of staff; transferring the colleague to a suitable alternative role; and adjusting working times. Any such adjustment will be monitored and reviewed on a regular basis to ensure it continues to be effective.

We are confident that our men and women are paid equally for doing equivalent jobs across our business and have an equal opportunity to participate in and earn incentives. Our current recruitment, progression, performance, reward and benefit policies and practices are not gender biased and we will continue to monitor them to ensure they remain fair and equitable.

We use gender pay data to inform talent targets, policies and processes to support the progression of women into more senior roles.

Our gender pay and bonus gap calculations include all UK colleagues employed by Debenhams Retail plc and in the spirit of being open and transparent we have chosen to include executive directors to give a complete picture. Our next gender pay gap report will be published in March 2019.

Building a pipeline of future leaders We adopt a consistent approach to identify and develop talent across the stores and the support centres. We also use a consistent framework to develop our leaders of the future. We participate in the 30% club mentoring scheme, delivered by Women Ahead. This aims to develop a broader pipeline of women and achieve a gender balance at all levels. We also have three female leaders taking part in Retail Week’s Be Inspired Senior Leadership Academy.

Diversity of candidates is key to us. We are growing followers on our social media recruitment channels, including LinkedIn, and the launch of a Debenhams Facebook Careers Page to build engagement and stay connected with a diverse audience of potential candidates for roles within Debenhams.

ENERGY We are proud to work here; we’re passionate

about our products and passionate

about customers.

ONE TEAM Together we are

stronger, we trust and support each other to deliver results.

OWNERSHIP We take personal

responsibility for results, we thrive on change and

make things happen.

AMBITION We love a challenge;

we stretch ourselves to be successful; we’re bold, we’re brave,

we’re creative.

OUR BEHAVIOURS

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During FY2018 the Ethical Trade team conducted over 450 factory visits, to support remediation, conduct training and support implementation of corrective actions identified within the third party audit. This would have included: critical non-compliances, indicators of Modern Slavery, young workers, health and safety issues, wage violations, excessive working hours, lack of legal employment contracts and discrimination against migrant labour.

Top ten sourcing countries

Countries Factory Count Total workers

China 486 125,081

Bangladesh 67 165,043

India 122 44,608

Cambodia 23 17,200

Turkey 45 11,262

Sri Lanka 34 19,003

Vietnam 24 8,003

Romania 18 4,555

Pakistan 16 31,368

United Kingdom 23 2,198

Source: Aug 2018

34 sourcing countries

475 suppliers

450+ visits to factories

We continue to support suppliers through training and awareness so that they can take ownership of their remediation plans, which would include collaboration with other retailers and local actors to work on key issues.

We have achieved this by providing training on the empowerment of women and their communities, focusing on:

• Challenging gender stereotypes • Health & wellbeing • Financial literacy & inclusion

Open to both male and female employees, with the aim to educate and reduce gender inequality, whilst promoting diversity and inclusion.

R E S O U R C E S , R E L A T I O N S H I P S A N D S U S T A I N A B I L I T Y C O N T I N U E D

Apprenticeships We continue to support apprenticeships in retail with 50 colleagues in England now getting ready for end point assessment in spring 2019, when they will achieve the Level 3 Team Leader Standard.

In line with our plan, we have started to explore the introduction of apprenticeships in specialist areas in the support centres, creating career paths for school leavers, with the appropriate skill set, who prefer a work-based learning programme to university.

Recruiting externally and upskilling existing colleagues through apprenticeships provides us with a pipeline of talent for the future. We continue to feed back to the National Apprenticeship Service on the development of occupational standards and quality of apprenticeships.

Our partners’ colleagues Our partners’ programme is primarily supported by the Ethical Trade and Corporate Responsibility teams who sit within the sourcing division, forming part of the wider business function Fashion & Home. This structure supports alignment of the Ethical Trade strategy with the over- arching Sourcing strategy, focusing on the salient risks and labour rights issues, therefore embedding responsible sourcing into the companies purchasing practices.

We operate a continuous monitoring programme which assesses all factories making own brand product, against the Supplier Code of Conduct. This is done through either an independent third party ethical audit or a remediation visit by Ethical Trade team members based in the UK, Hong Kong and Bangladesh.

China Capacity programme

• sharing working best practices • 39 factories • 16,000 workers in China

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HUMAN RIGHTS & MODERN SLAVERY As a fundamental part of our Supplier Code of Conduct, we respect International principles of Human Rights, including but not limited to those expressed in our Human Rights Policy, UN Declaration of Human Rights, United Nations Guiding Principles, Sustainable Development Goals and those principles contained within the Modern Slavery Act 2015.

All Ethical Trade policies have ownership at company board level, with the aim to protect the employee welfare and basic human rights within our supply chains. These policies have been made in line with the UN guiding principles and are influenced by civil society, unions, NGOs, multi-stakeholder and brand collaboration.

Over the past 12 months we have made the following changes to our company policies and processes, to support improvement of Human Rights within the supply chain:

• Modern Slavery clause is now integrated into all contracts (Conditions of Trading), including those made with our supplier partners and service providers

• We re-evaluated the Supplier Code of Conduct and made amendments referring to conventions related to International Principles of Human Rights, United Nation Guiding Principles and Modern Slavery Act

• The scope of our policies has been expanded to include goods not for resale (GNFR), service and labour providers, who support and operate within our business

• Continued the use of the Fast Forward programme to assess our own brand manufacturing sites in the UK, including warehouses and GNFR. The assessment programme helps us identify indicators of Modern Slavery and includes worker- voice feedback

• The full Tier 1 factory list is now publicly disclosed on our website as part of our ongoing pledge to support transparency

• Reinforce our partnership with our suppliers by providing capacity building through programmes such as China Capacity Building and ILO Better Work

A full version of Debenhams’ statement on Modern Slavery is on our website at www.sustainability.debenhamsplc.com.

SWASTI LIFE

• Focuses on Health & Wellbeing, Financial Literacy and Gender Violence Awareness.

• Impacts 5,000 workers in India

We have already seen positive results with the current SWASTI LIFE women empowerment programme in India, which we now plan to expand into other sourcing countries within the supply chain. Other existing programmes include, HER Finance supporting digital banking for Bangladesh factory workers and sexual harassment training conducted by ILO Better Work in Vietnam and Cambodia.

For more information, visit our webpage at www.sustainability.debenhamsplc.com/ ethical-trade.

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COMMUNITY

Supporting the local communities in which we serve is very important. For many years we have raised funds for national charity partners that have a presence across the UK and ROI and more recently, we have built on this foundation as part of our Doing Our Bit strategy.

Fundraising This year we raised £1.3 million for our national charity partners: Look Good Feel Better; Help For Heroes; Breast Cancer Now; Children In Need; and Make A Wish Ireland. These funds are generated from a variety of activities including: a donation of profits from the sale of exclusive products; the sale of charity partners’ merchandise; an annual supplier and business partner funded charity ball; as well as a range of colleague challenges from a 500km bike ride to bake sales. Customer and colleague donations raised throughout the year, linked to specific events and causes, complete the effort in both stores and our support centres.

We also raise funds and make donations to the Debenhams Retirement Association, the retailTRUST and Regent’s Place Community Fund. In addition, outdated and surplus stock is donated to the Salvation Army Trading Company.

Volunteering This year we have developed a number of volunteering initiatives to enable our colleagues to support our partner charities. Over 400 of the beauty sales consultants have voluntarily completed training with Look Good Feel Better to advise those undergoing treatment for cancer on how to deal with physical side effects.

A number of our London Support Centre colleagues have more recently volunteered to become mentors for the C4WS Jobs Club as part of its support for the Regent’s Place Community Fund. In addition, colleagues are also invited to support fundraising activities in stores on a voluntary basis.

Local communities We have a number of initiatives in place to support activities taking place in the areas that we serve including hosting Look Good Feel Better workshops in a number of our stores where customers can receive advice and support from trained colleagues. In addition, we have worked with Help For Heroes to support the Band of Sisters programme, creating respite areas in our restaurants for partners of service personnel who have been wounded, injured or sick as a result of their service, to meet and socialise.

Colleague awards This year we invested in recognising our colleagues for the work that they do to raise funds, reduce our impact on the environment and support the local community with the first Doing Our Bit Awards. Colleagues were presented with awards by our Chief Executive at our annual charity ball in recognition for their efforts in these areas.

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£1.3m raised for national charities

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ENVIRONMENT

Reducing, reusing and recycling all that we do to the best of our abilities is a far reaching challenge. We have created five focus areas to ensure we minimise our impact on the environment, namely: energy; emissions; waste; water; and sustain.

Energy We are committed to continuously improving the energy efficiency of our buildings and operations. This has driven a material reduction in this year’s carbon footprint. In FY2018; we invested over £3 million and retrofitted LED lighting in 12 stores. These projects have not only delivered excellent results in reducing energy use, but have also led to a more comfortable customer environment. For FY2019 we will be focusing on energy savings that can be achieved through behavioural change, primarily through the use of energy alerts that will be sent to store management teams if they breach energy thresholds.

Emissions We cover emissions in three ways: greenhouse gas; carbon; and chemicals.

We have reported our greenhouse gas (GHG) emissions for our UK, Irish and Danish operations since FY2008. Since then, our footprint boundary has evolved to include areas such as other international offices, packaging, production of hangers, and

manufacture of catalogues, brochures and direct mail. This section provides a breakdown of our GHG emissions for this year. Further details of our GHG emissions can be found on our website www.sustainability.debenhamsplc.com.

With the support of Ricardo Energy & Environment, we have applied the GHG Protocol Corporate Accounting and Reporting Standard (revised edition), and the UK Government Conversion Factors for Company Reporting, 2018, to calculate our carbon emissions. Our annual reporting year is 3 September 2017 to 1 September 2018 and we report GHG emissions in line with this period. We have followed the GHG Protocol’s new, scope 2 emissions reporting guidance and used two different quantification methods: location-based1 and market-based, as in previous years. Scope 2 emissions, using the market-based method, are lower than with the location-based approach, mainly because of our decision to purchase 100% renewable electricity in the Republic of Ireland and Northern Ireland.

This year, our overall carbon footprint has decreased by 21%, from 177,611 tonnes CO2e in FY2017 to 140,352 tonnes CO2e (using the location-based approach). Table 1 below provides a breakdown of these figures.

1 The location-based method reflects the average emissions intensity of grids on which energy consumption occurs, whereas the market-based method reflects emissions from the electricity that companies have chosen in the market (or their lack of choice).

Table 1: Absolute GHG emissions from scope 1, 2 and 3 shown in tonnes CO2e

FY2013 FY2014 FY2015 FY2016 FY2017 FY2018

Scope 1 17,786 15,989 19,668 14,241 13,721 9,135

Scope 2 (location-based) 139,607 149,068 139,354 125,453 103,754 81,887

Scope 2 (market-based) Not calculated; market-based method was introduced in FY2016

113,134 81,914 78,091

Scope 3 16,687 28,308 31,908 64,442 60,137 49,329

Total 174,080 193,365 190,930 204,136* 177,611* 140,352*

* Total emissions calculated using the location-based scope 2 emissions figure.

Carbon footprint down

21%

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Emissions data are made more meaningful when compared to a core business variable. We have used intensity ratios, alongside the absolute figures provided above, to report our GHG emissions in the context of our annual turnover and premises floor area.

Table 2 (below) shows the total annual turnover and floor area for the whole business. The total absolute emissions are then divided by these figures to provide tonnes of CO2e per million pounds of turnover and tonnes of CO2e per m2 of floor area, respectively, as shown in Table 3 (below).

These tables show that the tonnes CO2e for both intensity metrics have also decreased.

Table 2: Data used for intensity measurements

FY2013 FY2014 FY2015 FY2016 FY2017 FY2018

Turnover (GTV £m) 2,777 2,824 2,860 2,939 2,954 2,900

Total floor area*(m2) 1,808,398 1,850,874 1,867,291 1,876,533 1,873,568 1,904,937**

* This total floor area includes back of store, offices and distribution centres. ** For FY2018 the accuracy of the calculation of the back of store areas was improved, causing an increase in total

floor area.

Table 3: Assessment of absolute footprint emissions

FY2013 FY2014 FY2015 FY2016 FY2017 FY2018

Absolute emissions (tCO2e) 174,080 193,365 190,930 204,136* 177,611* 140,352*

Absolute tCO2e / £m Turnover 63 68 67 69 60 48

Absolute tCO2e / m2 0.096 0.104 0.102 0.109 0.095 0.074

* Total emissions calculated using the location-based scope 2 emissions figure.

The carbon footprint has decreased across all three scopes this year compared to FY2017. The main reasons for the decrease in the overall emissions is due to a reduction in: electricity consumption, including the associated grid losses (32% reduction) and air imports (27% reduction).

We have a carbon reduction target to reduce Group-wide scope 1 and 2 absolute operational CO2e emissions by 10% by FY2020 against our FY2008 baseline. The FY2018 scope 1 and scope 2 total emissions have reduced by 47% compared to the scope 1 and 2 CO2e emissions in FY2008.

Overall, the progress on improvement and monitoring management remains stringent and during the next few years towards FY2020, we aim to continue to positively contribute to the Better Retail Climate as part of our drive to save energy and protect the environment.

Our aim is to further reduce and or eradicate harmful chemicals where industry alternatives are available.

Restricted Substances List is available for suppliers whereby limit values are stated in line with REACH (Registration, Evaluation, Authorization and Restriction of Chemicals) and governed by global regulations.

Waste As a business 97% of our waste doesn’t go to landfill, the majority of this is a result of recycling our product packaging. To further improve this, we have a number of initiatives to reduce, reuse and recycle all that we touch. This year we introduced 100% recycled bags for Life and also standardised our hangers, reducing the number of types from 1000 to 50, enabling much easier reuse.

We have a relationship with Salvation Army to recycle our stores’ “not quite perfect” product. In FY2017 we donated 6.3 tonnes of product. Within our support centres, TRAID collected 6.9 tonnes of samples in FY2018. Going forward the Salvation Army will cover both stores and the support centres.

R E S O U R C E S , R E L A T I O N S H I P S A N D S U S T A I N A B I L I T Y C O N T I N U E D

100% Bags for life are made from 100% recycled plastic

Reused and recycled Hangers have been standardised and are reused and recycled back into the supply chain several times

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Water As part of our supply chain mapping programme, we will be reviewing the environmental impact of manufacturing, including reducing the consumption of water. The priority will be to focus on beyond Tier 1 supplier production sites, that require heavy water use, such as fabric mills, tanneries and other wet processing units, to actively work with our supplier partners to monitor and reduce their water usage through sustainable alternatives.

For denim production we are already using Avol oxy white, which reduces water usage and eliminates use of hazardous chemicals.

Sustain We aim to continue the work around responsible sourcing and consumption through:

• Purchasing practices: Creating improvements around purchasing practices to provide a positive social and environmental impact within our supply chains. This will be done through education of our support centres’ colleagues and engagement with collaborative industry initiatives, such as ACT Living Wage and the ETI (Ethical Trading Initiative)

• Sustainable Product Initiatives: Establishing the Sustainable Product Working group, with an aim to focus on sustainable CSR initiatives from a product perspective with a shared approach across Fashion & Home. The first activity for the working group was to research the current sustainable cotton initiatives, and to recommend the most suitable initiative for us. Future projects are to focus on other sustainable materials and fibres. Sustainable product is already within the business – REPREVE Denim. This contains recycled materials such as plastic bottles and so results in the reduction of the use of petroleum and the emission of greenhouse gases

• Educating our customers: We continue to share information around sustainability via our public website and as of FY2019 we will be introducing instore CSR Ambassadors, who will engage with our customers to promote Debenhams sustainability initiatives. Debenhams carries out testing to ensure all products we sell are fit for purpose, also educating our customers on caring for their items post purchase. This is with the aim to significantly and positively extend the longevity of the product life cycle

NON-FINANCIAL REPORTING COMPLIANCE STATEMENT The following table lists the policies we have in place to support and govern our CSR strategy, “Doing our bit”. In accordance with the Non-Financial Reporting regulations, details of each policy, our governance, their implementation and management, can be found on our website www.sustainability.debenhamsplc.com.

Non-financial reporting matter Our policies

Environmental Matters • Environmental and Chemical • Supplier Code of Conduct

Employees • Code of Business Conduct • Health & Safety at Work

• Bullying and Harassment • Colleague Privacy

Human Rights • Human Rights • Modern Slavery Statement

• Information Security • Data Protection

Social Matters • Supporting Charities

Anti-corruption and anti-bribery

• Anti-bribery and Corruption • Whistleblowing

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We established Key Performance Indicators (KPIs) under the Debenhams Redesigned strategy, linked to the Destination categories where Debenhams is targeting growth. More information on how management remuneration is linked can be found in the remuneration report starting on page 64. We have also maintained sustainable KPIs that ensure that the management of resources and relationships remains core to our business model.

All income statement numbers for FY2016 are given on a 52 week basis.

Group financial KPIs Strategic KPIs Sustainability KPI

Like-for-like sales change (%)

2016 0.6

2017

2018 (2.3)

2.1

Underlying profit before tax* (£m)

2016 114.1

2017

2018 33.2

95.2

Beauty & beauty services – gross transaction value growth (%)

2016

2017

2018 (0.8)

6.0

4.8

Growth in UK Food, drink & events – gross transaction value growth (%)

2016 13.1

2017

2018 9.6

8.6

Carbon emissions (CO2e 000 tonnes)

2016 204

2017

2018 140

178

Rationale Like-for-like (LFL) is a measure of the annual performance of stores that have been open for at least one year, plus digital sales growth, from our UK and international business.

2018 performance Group LFL sales decreased by 2.3%. When adjusted for foreign exchange translation, constant currency LFL decreased by 2.7%, with a UK LFL decrease of 3.4% and international LFL growth of 0.2%.

Rationale Underlying profit before tax (PBT) is our principal measure of profitability, and excludes items that are one-off in nature.

2018 performance Underlying PBT* declined by 65.1% to £33.2 million. This follows a 27.5% decline in EBITDA, with an increase in depreciation charges as a result of previous capital investment.

* Before exceptional items (FY2018: £524.7 million; FY2017: £36.2 million; FY2016: £12.4 million).

Rationale Core destination category in which Debenhams will sustain market leadership.

2018 performance In a market where growth has slowed, Beauty category sales declined by 0.8%. This reflected a decline in the make-up market, mitigated by growth in perfumery and skincare, and a strong performance in digital.

Rationale “Meet me @ Debenhams” is a core destination category that drives frequency of visits.

2018 performance UK Food and drink gross transaction value (GTV) grew by 9.6% driven by further new third party brand introductions, and improved performance from our own in-house restaurants.

Rationale CO2e is used as a measure of environmental impact. It takes into account harmful emissions from the six greenhouse gases identified by the Kyoto Protocol.

2018 performance Emissions declined by 21%. This reflects a reduction in electricity consumption, supported by rolling out LED store lighting, and reduced air freight.

Underlying earnings per share* (pence)

2016 7.5

2017

2018 2.2

6.4

Return on capital employed* (%)

2016 11.8

2017

2018 9.4

11.1

Net debt (£m)

2016 279.0

2017

2018 321.3

275.9

Growth in mobile penetration – mix of demand (%)

2016 48.2

2017

2018 58.0

55.0

Accelerating warehouse automation – online cost improvement (bps improvement to GTV)

2016 40

2017

2018 80

70

Rationale Basic earnings per share (EPS) divides earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the financial year.

2018 performance Underlying EPS* declined by 65.6% to 2.2p, after a reduction in profit after tax.

* Before exceptional items (FY2018: £524.7 million; FY2017: £36.2 million; FY2016: £12.4 million).

Rationale Return on capital employed (ROCE) measures the profitability of the Company relative to the size of assets used to generate returns.

2018 performance Underlying ROCE declined from 11.1% to 9.4% reflecting the fall in profitability in the year.

* Lease-adjusted before exceptional items.

Rationale Net debt measures Group borrowings net of cash held at the balance sheet date, and reflects the movement in cash generated by the business after cash expenses.

2018 performance Including cash outflow relating to the exceptional restructuring charges, year end net debt has increased to £321.3 million.

Rationale Mobile@everywhere will be the primary form of customer interaction unifying channels and building loyalty.

2018 performance Mobile demand grew by 20%, outpacing desktop demand and accounting for 58% of digital orders.

Rationale Driving efficiency through investment in warehouse automation to improve digital profitability.

2018 performance Fulfilment cost ratios improved by 80 bps as a result of efficiencies made.

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We established Key Performance Indicators (KPIs) under the Debenhams Redesigned strategy, linked to the Destination categories where Debenhams is targeting growth. More information on how management remuneration is linked can be found in the remuneration report starting on page 64. We have also maintained sustainable KPIs that ensure that the management of resources and relationships remains core to our business model.

All income statement numbers for FY2016 are given on a 52 week basis.

Group financial KPIs Strategic KPIs Sustainability KPI

Like-for-like sales change (%)

2016 0.6

2017

2018 (2.3)

2.1

Underlying profit before tax* (£m)

2016 114.1

2017

2018 33.2

95.2

Beauty & beauty services – gross transaction value growth (%)

2016

2017

2018 (0.8)

6.0

4.8

Growth in UK Food, drink & events – gross transaction value growth (%)

2016 13.1

2017

2018 9.6

8.6

Carbon emissions (CO2e 000 tonnes)

2016 204

2017

2018 140

178

Rationale Like-for-like (LFL) is a measure of the annual performance of stores that have been open for at least one year, plus digital sales growth, from our UK and international business.

2018 performance Group LFL sales decreased by 2.3%. When adjusted for foreign exchange translation, constant currency LFL decreased by 2.7%, with a UK LFL decrease of 3.4% and international LFL growth of 0.2%.

Rationale Underlying profit before tax (PBT) is our principal measure of profitability, and excludes items that are one-off in nature.

2018 performance Underlying PBT* declined by 65.1% to £33.2 million. This follows a 27.5% decline in EBITDA, with an increase in depreciation charges as a result of previous capital investment.

* Before exceptional items (FY2018: £524.7 million; FY2017: £36.2 million; FY2016: £12.4 million).

Rationale Core destination category in which Debenhams will sustain market leadership.

2018 performance In a market where growth has slowed, Beauty category sales declined by 0.8%. This reflected a decline in the make-up market, mitigated by growth in perfumery and skincare, and a strong performance in digital.

Rationale “Meet me @ Debenhams” is a core destination category that drives frequency of visits.

2018 performance UK Food and drink gross transaction value (GTV) grew by 9.6% driven by further new third party brand introductions, and improved performance from our own in-house restaurants.

Rationale CO2e is used as a measure of environmental impact. It takes into account harmful emissions from the six greenhouse gases identified by the Kyoto Protocol.

2018 performance Emissions declined by 21%. This reflects a reduction in electricity consumption, supported by rolling out LED store lighting, and reduced air freight.

Underlying earnings per share* (pence)

2016 7.5

2017

2018 2.2

6.4

Return on capital employed* (%)

2016 11.8

2017

2018 9.4

11.1

Net debt (£m)

2016 279.0

2017

2018 321.3

275.9

Growth in mobile penetration – mix of demand (%)

2016 48.2

2017

2018 58.0

55.0

Accelerating warehouse automation – online cost improvement (bps improvement to GTV)

2016 40

2017

2018 80

70

Rationale Basic earnings per share (EPS) divides earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the financial year.

2018 performance Underlying EPS* declined by 65.6% to 2.2p, after a reduction in profit after tax.

* Before exceptional items (FY2018: £524.7 million; FY2017: £36.2 million; FY2016: £12.4 million).

Rationale Return on capital employed (ROCE) measures the profitability of the Company relative to the size of assets used to generate returns.

2018 performance Underlying ROCE declined from 11.1% to 9.4% reflecting the fall in profitability in the year.

* Lease-adjusted before exceptional items.

Rationale Net debt measures Group borrowings net of cash held at the balance sheet date, and reflects the movement in cash generated by the business after cash expenses.

2018 performance Including cash outflow relating to the exceptional restructuring charges, year end net debt has increased to £321.3 million.

Rationale Mobile@everywhere will be the primary form of customer interaction unifying channels and building loyalty.

2018 performance Mobile demand grew by 20%, outpacing desktop demand and accounting for 58% of digital orders.

Rationale Driving efficiency through investment in warehouse automation to improve digital profitability.

2018 performance Fulfilment cost ratios improved by 80 bps as a result of efficiencies made.

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Risk framework (based on

ISO 31000)

Risk Reporting

Risk Treatment

Risk Evaluation

Risk Identification

Set Risk Appetite

The board of Debenhams considers it important that there should be a regular and systematic approach to the management of risks in order to provide assurance that strategic and operational goals can be met and the Group’s reputation is protected.

The board has conducted a review of the effectiveness of internal controls and is satisfied that those in place remain appropriate.

An overview of the risk management process including clearly defined roles and responsibilities is outlined in the risk management framework (figure 1).

R I S K M A N A G E M E N T

Optimising our risk management processes

The board Sets strategic objectives

Agrees risk framework and risk appetite

Identifies principal risks and ensures appropriately managed

Sets delegation of authority

Approves Group policies and procedures

Executive Committee Monitors performance and

changes in key risks facing the business and provides regular

reports to the board

Agrees key actions to manage risks

Audit Committee Monitors assurance and risk management arrangements

Heads of function Management and employees

are responsible for the identification, evaluation, treatment and reporting

of local risks

Maintenance of individual department risk registers

Implementation of key risk mitigation plans

Effectiveness of risk and control processes

Reviews of the effectiveness of key risk management and control processes through:

– Risk Committee – Internal audit – External audit

– Whistleblowing

Risk management

Guidance and advice to Heads of Function and specialist teams to help them with the following:

Figure 1: Risk management framework

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Principal risks

Economic environment

Financial, liquidity

and credit

Systems availability and cyber security

Competition for customers

Business strategy and

transformation

Supply chain and key

suppliers

Legal and regulatory

Key personnel

Property

Whistleblowing Two main routes are available to colleagues and direct supply chain workers to raise concerns over malpractices. The first encourages colleagues to talk to their line manager, their manager’s manager or the human resources team. The second route is a confidential reporting line via which colleagues can speak to the Group’s anti-fraud team. If a colleague feels that the matter is so serious that it cannot be discussed in any of these ways, they can contact the Company Secretary or the Director of Internal Audit and Risk Management. The Group policy on whistleblowing and the methods to raise issues are reviewed annually by the Audit Committee and any serious matters are raised with the chairman of the Audit Committee.

Principal risks and uncertainties The risks detailed on pages 32 to 34 are the principal risks and uncertainties that may impact the Group’s ability to achieve its strategic and operational goals. They are reviewed on, at least, an annual basis as part of the risk management process and are ranked based on overall risk to the business.

Whilst the impact of the UK’s decision to exit the European Union (EU) cannot yet be fully quantified, a number of existing risks have already been identified as sensitive to Brexit and continue to be monitored carefully, with appropriate levels of mitigating action being considered as details emerge.

It should be noted that any system of risk management and internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

Figure 2: Principal risks Risk management activities Risk appetite The Group’s risk appetite is defined by the board, and provides guidance on any requirement for additional controls, implementation timeframes and authority levels.

Risk identification Risks are identified through a number of routes, including a regular organisation-wide review facilitated by the risk management team across each operating division on an ongoing cyclical basis. All senior managers participate in the exercise, including the executive committee.

Risk evaluation In order to understand the impact specific risks would have on the Group, risks are evaluated based on the likelihood of occurrence and severity using a standardised scoring model, which considers the degree of change across one or more performance indicators.

Risk treatment The organisation-wide review captures the controls used by management to mitigate identified risks, with the risk score determining if additional treatment is required based on the Group’s risk appetite.

Risk reporting The outputs from these processes are collated into the Group’s risk register and linked together to define the principal risks faced by the Group. Performance is monitored by the board, executive committee, Audit Committee, Risk Committee, and other key governance groups. The overall risk profile is taken into consideration when setting the annual internal audit plan.

Viability assessment The principal risks and uncertainties identified through these risk management activities are taken into consideration as part of the directors’ assessment of ongoing viability, described in more detail on page 41.

Anti-Bribery and Corruption Debenhams is committed to conducting its business affairs so as to ensure that it does not engage in or facilitate any form of bribery or corruption in any part of its supply chain. Expected standards of behaviour are outlined in the anti-bribery policy, which also provides guidance on the giving and receiving of gifts and hospitality, and is supported by an e-learning training programme for selected roles.

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Competition for customers

2

Business strateg y and transformation

3

Supply chain and key suppliers

4

Economic environment

5

Financial, liquidity and credit

6

Systems availability and cyber security

Risk • Inability to predict accurately or

fulfil customer preferences or demand through competitive, economic and profitable channels

• This is an increasing risk given the ongoing market conditions faced

Risk • Failure to deliver Debenhams’

redesigned strategic priorities • This is an increasing risk due to

the importance of fully delivering the strategy

Risk • Adverse events influencing either

the sustainability of the supply chain or Debenhams’ relationship with any of its major suppliers, service providers, international partners, designers, or concessionaires

• This is an increasing risk due to the potential of reduced access to credit insurance for our supply base

Risk • Continuing adverse

economic conditions

Risk • Exposure to market rates, liquidity

and credit risks have an adverse impact of the Group’s financial position or performance

• This is an increasing risk due to the recent fall in profitability and the reduction in credit insurance available for Debenhams’ suppliers

Risk • Systems failure, external attack

of systems, or data inaccuracy • Inability to continue smooth

operations following a major incident

Potential impact • Sales will be lower, market share

will be reduced and the Group may be forced to rely on additional markdowns or promotional sales to dispose of excess or slow-moving inventory or may experience inventory shortfalls on popular merchandise

• Channel shifts away from stores to online could lead to higher operational costs within the online channel and lower profitability, or even impairment, of store assets

Potential impact • Could significantly delay or prevent

the achievement of Debenhams’ business plan and could have a material adverse effect on Debenhams’ business, financial condition or results of operations

Potential impact • Place pressure on margins and

profitability or require the Group to divert financial and management resources from more beneficial uses

• Additional unplanned costs required to transfer operations between providers or additional operational costs from a new provider

• Changes in exclusivity arrangements with designers or any decline in their popularity

• The loss of a number of key concession partners

Potential impact • A decline in sales on discretionary

purchases leading to a reduction in profit alongside a material adverse effect on Debenhams’ results

Potential impact • A material reduction in cash and

liquidity could affect the financial position and/or performance of the Group

• Hinder ability to adjust rapidly to changing market conditions and impact earnings and cash flow

Potential impact • Failure in the stability, integrity or

availability of information systems could adversely affect Debenhams’ business operations and results or could cause inappropriate decisions to be made using wrong, missing or ambiguous information

• Cyber attack resulting in reduced availability of Debenhams’ systems, loss of reputation and customer trust, and regulatory fines

Examples of mitigation • Making shopping confidence-

boosting, sociable and fun is at the heart of Debenhams’ strategy, which is outlined on pages 10 to 19

• In developing its strategy, the Group takes into consideration market, trend and customer research, with the customer insight team providing valuable intelligence on any changes in customer priorities

• An understanding of customers and their needs is developed by listening to their views, market intelligence and reviewing KPIs which ensures that pricing is competitive and promotional activity is appropriate

• The UK exiting the European Union may generate foreign exchange rate volatility, lead to delays at ports, or changes to trade agreements and duty rates, which could impede the organisation’s ability to compete effectively, meaning this is a risk that is carefully monitored

Examples of mitigation • Debenhams is reviewing and

updating its business change roadmap to ensure its project portfolio focuses on the five key strategic areas outlined on pages 10 to 19

• Management supplies detailed updates on progress within the transformation programme, which are closely reviewed by the board to ensure that management is focused on key priorities, cost control and benefit realisation

• The UK exiting the European Union may lead to loss of access to the free movement of goods, services, people and capital, making this a risk that is closely monitored

• The volume and complexity of change being implemented, its importance to the business plan, and our reliance on third party specialist resource to support delivery make this a risk that is monitored carefully

Examples of mitigation • Debenhams fosters close and

collaborative relationships with its suppliers. Both parties work towards the objective of optimising sustainable fulfilment and costs, which is measured regularly by management through KPIs. You can read more about how the Group builds relationships with our suppliers on page 22

• Debenhams continues to develop its supplier base to mitigate the potential of cost-price inflation without compromising the quality of its products. In addition, the sourcing division has been strengthened to include additional expertise which assists with sourcing decisions, production consolidation and lead time reduction, amongst other things

• Loss of supplier confidence impacts on quality or availability of key product

Examples of mitigation • The board conducts strategic

business reviews which ensure that management is focused on key priorities and cost control. These reviews also focus on the Group’s strategy to make shopping confidence-boosting, sociable and fun

• The continued volatility of the consumer environment make this a risk that is monitored carefully

Examples of mitigation • Committed funding lines are

regularly reviewed for headroom and refinanced significantly in advance of expiry. Current facilities expire in June 2020 and July 2021

• Regular cash and liquidity forecasting supports proactive management of cash flows to meet the Group’s obligations as they fall due

• Hedging policies are in place to manage interest and exchange rate risk to minimise the impact of any material market movements

• Further details on financial risks are included in the notes to the financial statements

Examples of mitigation • A robust systems infrastructure is

required to support the delivery of our strategic objectives which are outlined on page 7

• Information systems developments are key enablers and critical to ensure we can compete effectively, and these are monitored through a business change roadmap

• The overall governance framework has been further enhanced, and includes committees that focus on areas such as general data protection regulation and payment card industry compliance

• A business continuity policy and processes, ensure an effective framework is in place to enable the swift recovery and continuation of normal business operations, and this has been improved through the introduction of a new data centre

• This continues to be an area of high management focus given the rising levels of cybercrime globally and the increasing reliance on information assets

Strategic focus

Strategic focus

Strategic focus

Strategic focus

Strategic focus Strategic focus

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1

Competition for customers

2

Business strateg y and transformation

3

Supply chain and key suppliers

4

Economic environment

5

Financial, liquidity and credit

6

Systems availability and cyber security

Risk • Inability to predict accurately or

fulfil customer preferences or demand through competitive, economic and profitable channels

• This is an increasing risk given the ongoing market conditions faced

Risk • Failure to deliver Debenhams’

redesigned strategic priorities • This is an increasing risk due to

the importance of fully delivering the strategy

Risk • Adverse events influencing either

the sustainability of the supply chain or Debenhams’ relationship with any of its major suppliers, service providers, international partners, designers, or concessionaires

• This is an increasing risk due to the potential of reduced access to credit insurance for our supply base

Risk • Continuing adverse

economic conditions

Risk • Exposure to market rates, liquidity

and credit risks have an adverse impact of the Group’s financial position or performance

• This is an increasing risk due to the recent fall in profitability and the reduction in credit insurance available for Debenhams’ suppliers

Risk • Systems failure, external attack

of systems, or data inaccuracy • Inability to continue smooth

operations following a major incident

Potential impact • Sales will be lower, market share

will be reduced and the Group may be forced to rely on additional markdowns or promotional sales to dispose of excess or slow-moving inventory or may experience inventory shortfalls on popular merchandise

• Channel shifts away from stores to online could lead to higher operational costs within the online channel and lower profitability, or even impairment, of store assets

Potential impact • Could significantly delay or prevent

the achievement of Debenhams’ business plan and could have a material adverse effect on Debenhams’ business, financial condition or results of operations

Potential impact • Place pressure on margins and

profitability or require the Group to divert financial and management resources from more beneficial uses

• Additional unplanned costs required to transfer operations between providers or additional operational costs from a new provider

• Changes in exclusivity arrangements with designers or any decline in their popularity

• The loss of a number of key concession partners

Potential impact • A decline in sales on discretionary

purchases leading to a reduction in profit alongside a material adverse effect on Debenhams’ results

Potential impact • A material reduction in cash and

liquidity could affect the financial position and/or performance of the Group

• Hinder ability to adjust rapidly to changing market conditions and impact earnings and cash flow

Potential impact • Failure in the stability, integrity or

availability of information systems could adversely affect Debenhams’ business operations and results or could cause inappropriate decisions to be made using wrong, missing or ambiguous information

• Cyber attack resulting in reduced availability of Debenhams’ systems, loss of reputation and customer trust, and regulatory fines

Examples of mitigation • Making shopping confidence-

boosting, sociable and fun is at the heart of Debenhams’ strategy, which is outlined on pages 10 to 19

• In developing its strategy, the Group takes into consideration market, trend and customer research, with the customer insight team providing valuable intelligence on any changes in customer priorities

• An understanding of customers and their needs is developed by listening to their views, market intelligence and reviewing KPIs which ensures that pricing is competitive and promotional activity is appropriate

• The UK exiting the European Union may generate foreign exchange rate volatility, lead to delays at ports, or changes to trade agreements and duty rates, which could impede the organisation’s ability to compete effectively, meaning this is a risk that is carefully monitored

Examples of mitigation • Debenhams is reviewing and

updating its business change roadmap to ensure its project portfolio focuses on the five key strategic areas outlined on pages 10 to 19

• Management supplies detailed updates on progress within the transformation programme, which are closely reviewed by the board to ensure that management is focused on key priorities, cost control and benefit realisation

• The UK exiting the European Union may lead to loss of access to the free movement of goods, services, people and capital, making this a risk that is closely monitored

• The volume and complexity of change being implemented, its importance to the business plan, and our reliance on third party specialist resource to support delivery make this a risk that is monitored carefully

Examples of mitigation • Debenhams fosters close and

collaborative relationships with its suppliers. Both parties work towards the objective of optimising sustainable fulfilment and costs, which is measured regularly by management through KPIs. You can read more about how the Group builds relationships with our suppliers on page 22

• Debenhams continues to develop its supplier base to mitigate the potential of cost-price inflation without compromising the quality of its products. In addition, the sourcing division has been strengthened to include additional expertise which assists with sourcing decisions, production consolidation and lead time reduction, amongst other things

• Loss of supplier confidence impacts on quality or availability of key product

Examples of mitigation • The board conducts strategic

business reviews which ensure that management is focused on key priorities and cost control. These reviews also focus on the Group’s strategy to make shopping confidence-boosting, sociable and fun

• The continued volatility of the consumer environment make this a risk that is monitored carefully

Examples of mitigation • Committed funding lines are

regularly reviewed for headroom and refinanced significantly in advance of expiry. Current facilities expire in June 2020 and July 2021

• Regular cash and liquidity forecasting supports proactive management of cash flows to meet the Group’s obligations as they fall due

• Hedging policies are in place to manage interest and exchange rate risk to minimise the impact of any material market movements

• Further details on financial risks are included in the notes to the financial statements

Examples of mitigation • A robust systems infrastructure is

required to support the delivery of our strategic objectives which are outlined on page 7

• Information systems developments are key enablers and critical to ensure we can compete effectively, and these are monitored through a business change roadmap

• The overall governance framework has been further enhanced, and includes committees that focus on areas such as general data protection regulation and payment card industry compliance

• A business continuity policy and processes, ensure an effective framework is in place to enable the swift recovery and continuation of normal business operations, and this has been improved through the introduction of a new data centre

• This continues to be an area of high management focus given the rising levels of cybercrime globally and the increasing reliance on information assets

Strategic focus

Strategic focus

Strategic focus

Strategic focus

Strategic focus Strategic focus

Key

Destination Digital Different Underpinned by Simplify & Focus

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7

Property 8

Legal and regulatory

9

Key personnel

Risk • An adverse impact on performance

from property-related events, such as store closures, business rates or rental increases

• This is an increasing risk due the potential for additional store closures, and associated costs of exit, following the comprehensive review of the UK portfolio

Risk • Events that negatively impact the

reputation of, or value associated with, Debenhams’ brand

Risk • Loss of key management or

other personnel Debenhams depends upon

• This is an increasing risk given the ongoing market conditions faced

Potential impact • Significant alterations in rental

terms could have a material adverse effect on the business

• Disputes over store modernisations may lead to reinstatement costs and termination of leases may lead to unexpected dilapidation costs being incurred

Potential impact • Loss of stakeholder trust and

confidence, including an adverse effect on Debenhams’ ability to attract and retain third party brands, suppliers, designers, concessions and franchisees

• Material adverse effect on Debenhams’ business, financial condition or profitability

Potential impact • Significantly delay or prevent

the achievement of Debenhams’ business plan

• Material adverse effect on Debenhams’ business, financial condition or results of operations

Examples of mitigation • Debenhams has a specialist

property team which manages all aspects of leasehold property, including cost renegotiations, communication of the store modernisation programme, lease renewals and adherence to all legal obligations under the lease

Examples of mitigation • Forums exist to focus on specific

areas of legislation, with business policies and procedures in place to ensure roles and responsibilities are understood across the Group

• Debenhams has specialist teams in place to monitor changes to legislation and standards, further supported by membership of key industry bodies to enhance awareness

• All suppliers are expected to adhere to Debenhams’ own supplier code of conduct, which is underpinned by Debenhams’ robust policy on compliance that includes a focus on social and ethical standards

• The uncertainty around the likely changes to UK legislation following the UK decision to exit the European Union mean this is a risk which is being monitored closely

Examples of mitigation • In order to attract and retain talent,

both succession and personal development plans are in place throughout the Group. In addition, target-led, performance-related incentive schemes exist

• The UK decision to exit the European Union could impact on the availability of talent in the job market and the eligibility for individuals to work in certain jurisdictions, making this a risk that is monitored carefully

Strategic focus

Strategic focus

Strategic focus

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Debenhams plc Annual Report & Accounts 2018

F I N A N C I A L R E V I E W

Rigorous cost and capital discipline

Rachel Osborne Chief Financial Officer

SEGMENTAL PERFORMANCE UK Gross transaction value (GTV) for the UK segment decreased by 2.7% to £2,287.3 million and reported revenue decreased by 3.2% to £1,832.7 million. The GTV decline was a result of a volatile and highly competitive market throughout the year, exacerbated by weak consumer confidence, particularly seen through weaker demand in areas of more discretionary spend. Despite the difficult backdrop, we have made progress in our destination categories, in particular UK growth in food categories over last year of c10%. In addition our UK digital growth of 10.0% grew ahead of the online market.

EBITDA before exceptional charges decreased by 35.6% to £112.0 million as a result of the sales decline and additional markdown required to maintain competitive pricing and market position. The impact of markdown on margin was similar across the first and second half. Operating profit before exceptional costs for the year, after

increased depreciation costs arising from increased capital investment in our Debenhams Redesigned strategy, decreased by 88.5% to £8.5 million.

International In the International segment, gross transaction value of £613.1 million was 1.5% higher than last year and reported revenue increased by 0.5% to £444.3 million. This has been driven by an improvement in performance from Magasin du Nord and the Republic of Ireland, both of which have benefited from strong digital growth. Sales in the franchise business fell 4.6% as a result of the net five closures (nine closures and four openings) as we continue to optimise the number of partners, and close some of the low growth categories.

EBITDA grew by 5.3% to £45.3 million, with operating profit increasing by 4.2% to £34.9 million as a result of the sales growth.

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Financial summary

£m

52 weeks to 1 September

2018

52 weeks to 2 September

2017 % change

Gross transaction value1,2

UK 2,287.3 2,350.0 (2.7)%

International 613.1 604.1 1.5%

Group 2,900.4 2,954.1 (1.8)%

Statutory revenue1,2

UK 1,832.7 1,892.9 (3.2)%

International 444.3 442.1 0.5%

Group 2,277.0 2,335.0 (2.5)%

Group like-for-like sales movement3 (2.3)%

Group gross margin movement4 (140 bps)

EBITDA1,5,6

UK 112.0 174.0 (35.6)%

International 45.3 43.0 5.3%

Group 157.3 217.0 (27.5)%

Operating profit1,6

UK 8.5 74.0 (88.5)%

International 34.9 33.5 4.2%

Group 43.4 107.5 (59.6)%

Underlying profit before tax6 33.2 95.2 (65.1)%

Cash exceptional items6 (12.3) (8.5)

Non-cash exceptional items6 (512.4) (27.7)

Reported (loss)/profit before tax (491.5) 59.0

Underlying earnings per share6 2.2p 6.4p

Basic (losses)/earnings per share (37.5)p 4.0p

Dividend per share 0.500p 3.425p

1 September 2018

2 September 2017

Net debt (£m) 321.3 275.9

Net debt: EBITDA (last 12 months)6 2.0x 1.3x

Notes to the above table and to all references in this statement: 1 UK operating segment comprises stores in the UK and digital sales to UK addresses. International operating segment comprises the

international franchise stores, the owned stores in Denmark and the Republic of Ireland and digital sales to addresses outside the UK. 2 Gross transaction value (GTV): sales on a gross basis before adjusting for concessions, consignments and staff discounts. Statutory revenue:

sales after adjusting for these items. 3 Like-for-like sales movement relates to sales from stores which have been open for more than 12 months plus digital sales. 4 Gross margin: GTV less the value of cost of goods sold, as a percentage of GTV. 5 EBITDA is earnings before interest, taxation, depreciation and amortisation. 6 Before exceptional items, comprising costs associated with the strategic review, warehouse restructuring, provisions for impairment losses

and onerous lease commitments, write-off of intangible assets and the impairment of goodwill.

F I N A N C I A L R E V I E W C O N T I N U E D

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Debenhams plc Annual Report & Accounts 2018

GROUP SALES AND PROFITS Sales and revenue Group gross transaction value decreased by 1.8% to £2,900.4 million and Group revenue decreased by 2.5% to £2,277.0 million. Group like-for-like sales decreased by 2.3% on a reported basis and 2.7% on a constant currency basis.

The constant currency like-for-like sales performance reflects the difficult market conditions in FY2018 with lower footfall and heavier discounting having impacted our overall sales. The shift to digital also continued, with Group like-for-like digital sales growth of 12.3% representing 18.3% of Group gross transaction value (FY2017: 16.0%).

The like-for-like sales decline of 2.3% is shown by segment below:

UK stores (6.3)%

UK digital 10.0%

International 0.2%

Like-for-like-sales – constant currency (2.7)%

Exchange rate impact 0.4%

Like-for-like sales – reported (2.3)%

Group own bought mix decreased from 72.4% in 2017 to 71.3% mainly as a result of the movement in the UK mix, with the sales growth from concessions, especially in food, increasing at a faster rate.

Operating profit In addition to the effect of lower sales, Group margin rate has been significantly impacted by the additional markdown in response to competitive discounting and to ensure cleaner positions as we transition between seasons. This has resulted in a gross margin rate reduction of 140 bps year on year.

Operating costs before depreciation were well controlled and we delivered additional cost savings in the year to manage to an overall decrease of 0.2% on a reported basis and 0.5% excluding the impact of exchange rate. The decrease reflected our cost savings initiatives of an annualised c£20 million, which were delivered through reorganisation and restructuring activity both in stores and the support centres. Of this c£12 million were delivered in FY2018 with the remainder annualising in FY2019. We introduced a cost saving programme which we expect to deliver a further £30 million (£50 million annualised) in FY2019.

Depreciation and amortisation (including loss on disposal of assets and excluding exceptional items) increased by 4.0% to £113.9 million, reflecting investment in the Debenhams Redesigned strategy.

As a result of the above, Group operating profit before exceptional costs was £43.4 million, a decline of 59.6% year on year.

Net finance costs Net finance costs decreased by 17.1% to £10.2 million benefiting from a £2.0 million pension valuation credit associated with the pension surplus in accordance with IAS 19 “Employee benefits” (FY2017: £nil).

Exceptional items During FY2017, the Group announced a new strategy, Debenhams Redesigned, and embarked on a period of significant change, investment and innovation. However, H2 2018 was a period of volatility and change in the retail market as a whole. Debenhams was not insulated from these challenging trading conditions and as a result the business delivered substantially lower profits year on year. This has resulted in revised future growth projections.

Total exceptional costs before taxation recognised during the year in relation to the strategic review, restructuring and a revised outlook of future growth were £524.7 million (FY2017: £36.2 million). Of this charge £12.3 million had an in year cash impact. The remaining £512.4 million are non-cash items. The exceptional costs are detailed below:

£m Cash in

year Non cash Total

Strategic review & restructuring 3.1 10.5 13.6

Warehouse restructure 9.2 1.8 11.0

Store impairment & onerous leases – 117.5 117.5

Goodwill impairment – 302.1 302.1

Asset write-offs – 80.5 80.5

Total exceptional costs 12.3 512.4 524.7

a) Strategic review and restructuring Exceptional costs of £13.6 million were incurred as a result of transforming the business in line with the new Debenhams Redesigned strategy including redundancies (including some senior management within the trading division and the support centres), professional fees, and store closure costs.

b) Warehouse restructure During FY2017 we announced the closure of the distribution centre at Northampton and certain regional warehousing facilities. During FY2018 costs of £11.0 million were recognised relating to one-off transition costs including staff time, and inventory moves.

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c) Non cash impairment, onerous lease charges As a result of the FY2018 store performance and reflecting revised future projections, stores at risk of becoming unprofitable over time, and other stores where anticipated future performance would not support the carrying value of assets, have been identified. The overall costs charged in the year were £117.5 million (FY2017: £10.4 million).

In addition, management have assessed whether the goodwill intangible asset, created when the Group was privatised in 2003, will continue to deliver economic benefit in the future. Given the pace of change in retail and our view of future growth rates, previous estimates of future economic benefit have been revised and reduced. As a result a non-cash impairment charge to goodwill has been made of £302.1 million (FY2017: £nil).

d) IT systems write-off As a result of the simplification of the organisation and improved consistency in ways of working, a review of IT systems and ongoing projects was undertaken. As a result, the decision was taken to write off a number of previously-established projects with a value of £80.5 million.

Profit before tax Profit before tax before exceptional items decreased by 65.1% to £33.2 million (FY2017: £95.2 million). Reported profit before tax after exceptional items decreased from £59.0 million profit in FY2017 to a £491.5 million loss in FY2018.

Taxation Taxation excluding the impact of exceptional items decreased from £17.2 million last year to £5.3 million, principally due to a decrease in reported profits and a lower effective tax rate. The effective tax rate decreased from 18.1% in FY2017 to 16.0% in FY2018 due to a reduction in the headline corporation tax rate and the impact of prior period adjustments.

Profit after tax Profit after tax but before exceptional items decreased by 64.2% to £27.9 million. Profit after tax after accounting for exceptional items was a loss of £460.2 million.

Share of loss of associate On 5 September 2017, the Group acquired a stake in blow LTD for a cash consideration of £7.5 million. For the period from acquisition to 1 September 2018, the Group incurred a £0.8 million charge relating to the share of losses of blow LTD.

Earnings per share Underlying basic and diluted earnings per share, before exceptional items, decreased by 65.6% to 2.2 pence. The basic weighted average number of shares in issue remained at 1,227.8 million and the diluted weighted average number of shares increased from 1,229.0 million to 1,231.9 million due to issued share options.

Dividends An interim dividend of 0.500 pence per share was paid to shareholders on 6 July 2018 (FY2017: 1.025 pence), in respect of the 26 weeks ended 3 March 2018 which equated to £6.2 million of shareholders’ funds (FY2017: £12.6 million).

The board has decided not to declare a final dividend in order to prioritise generating cash and reducing net debt (FY2017: 2.400 pence).

CASH FLOW, USES OF CASH AND MOVEMENT IN NET DEBT Debenhams remains a cash generative business delivering free cash flow of £117.9 million in the year. This was a reduction from £159.9 million in FY2017 as a result of lower EBITDA and increased capital investment. Cash flow generation, the uses of cash and the movement in net debt are summarised below.

£m

52 weeks to 1 September

2018

52 weeks to 2 September

2017

Operating profit before exceptional costs 43.4 107.5

Depreciation, amortisation and loss on disposal 113.9 109.5

Working capital 1.8 (0.7)

Cash Inflow from Operations 159.1 216.3

Taxation 1.3 (16.3)

Financing (11.0) (11.1)

Non-discretionary capital spend (31.5) (29.0)

Free Cash Flow 117.9 159.9

Development capital spend (112.0) (95.8)

Dividends (35.6) (42.0)

Exceptional items (14.5) (15.9)

Other movements (1.2) (3.1)

Change in net debt (45.4) 3.1

Opening net debt 275.9 279.0

Closing net debt 321.3 275.9

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Debenhams plc Annual Report & Accounts 2018

Capital expenditure Total capital expenditure was £143.5 million during the year compared to £124.8 million last year, reflecting the increase in development investment in the store environment in the second half of the year. Looking ahead, we will reduce capital spend and expect it to be c£70 million for FY2019. This reflects a change in priorities toward generating cash and reducing net debt.

BALANCE SHEET

£m 1 September

2018 2 September

2017

Intangible assets (inc. goodwill) 619.4 991.9

Property, plant and equipment 603.7 654.9

Inventory 396.0 374.1

Other assets 123.5 108.7

Trade and other payables (615.6) (579.6)

Other liabilities (447.1) (398.7)

Retirement benefit surplus 159.4 80.9

Net deferred tax liabilities (28.6) (38.7)

Net debt (321.3) (275.9)

Reported net assets 489.4 917.6

Intangible assets The balance has reduced by £372.5 million in the year to £619.4 million due to the goodwill impairment of £302.1m and the write-off of intangible systems assets of £80.5 million.

Property, plant and equipment The year end balance of £603.7 million (£654.9 million FY2017) has been reduced by an exceptional store impairment charge of £55.8 million.

Inventory Stock levels increased by 5.9% to £396.0 million, primarily due to the two new stores and early intake of autumn/winter stock in order to improve availability for the new season. FY2017 stock and trade creditor balances have been restated to include owned stock in transit yet to reach the UK, which was previously excluded from the stock numbers; the corresponding entry being made in trade creditors. This has no overall impact on the profits, working capital or cash flows of the Group. Refer to note 2 to the financial statements for further details.

Terminal stock levels reduced to 2.7% from 2.8% in FY2017, and remain in line with our historical range of 2.5% to 3.5%.

Net debt The Group’s net debt position as at 1 September 2018 of £321.3 million increased by £45.4 million from the same point last year (FY2017: £275.9 million). The ratio of net debt to EBITDA has increased to 2.0 times from 1.3 times at the end of the previous year, as a result of the fall in profits.

The Group’s revolving credit facility (RCF) of £320 million is in place until June 2020, with an option to extend until June 2021. During the year, the Company made an amendment to its revolving credit facility to increase headroom on the fixed charge cover covenant. In addition, the Group has a £200 million 5.25% Senior Bond in place until July 2021.

With the actions we have taken to step up our cost savings programme, reduce medium-term capital investment and suspend dividends we are focused on building a robust and sustainable financial platform from which to grow.

Pensions The Group provides a number of pension arrangements for its employees. These include the Debenhams Retirement Scheme (DRS) and the Debenhams Executive Pension Plan (DEPP) (together “the pension schemes”) which both closed for future service accrual from 31 October 2006. On an accounting basis, the net surplus on the Group’s pension schemes as at 1 September 2018 was £159.4 million (2 September 2017: £80.9 million). The surplus was due to both the continued success of the returns being made on the assets and reduction in liabilities within the schemes.

On 6 October 2017, the actuarial valuation of the Group’s pension schemes at 31 March 2017 was completed, concluding that DEPP was fully funded on a technical provisions basis and on the same basis DRS had improved since the previous actuarial valuation but remained in deficit. Therefore the Group agreed a recovery plan for DRS which was intended to restore the scheme to a fully funded position on an ongoing basis. Under that agreement, the Group agreed to contribute £5.0 million per annum to the pension schemes for the period from 1 September 2017 to 31 March 2022.

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The agreement replaced an agreement made in 2015 under which the Group agreed to contribute £9.5 million per annum to the pension schemes for the period from 1 April 2014 to 31 March 2022 increasing by the percentage increase in retail price index (RPI) over the year to the previous December. Additionally during October 2017, the Group agreed to continue to cover the non-investment expenses and levies of the pension schemes, including those payable to the Pension Protection Fund.

PRINCIPAL RISKS AND UNCERTAINTIES Whilst the impact of the UK’s decision to exit the European Union cannot yet be fully quantified, Debenhams has identified a number of existing risks that would be sensitive to Brexit. These risks continue to be monitored carefully, with appropriate levels of mitigating action being considered as more clarity on the potential transition and end states emerge.

In light of recent press speculation which has encouraged certain credit insurers to hasten the reduction of cover for some of our suppliers, we are working closely with those suppliers to secure stock flows, whilst continuing to manage our working capital tightly. As a result, we have included this risk in our usual going concern stress tests.

GOING CONCERN The Group finances its operations through a combination of committed long-term borrowing facilities and committed term debt in the form of senior notes. The Group’s long-term borrowing facilities are structured as a revolving credit facility syndicated across a group of eight lenders, totalling £320 million and expiring in June 2020. The Group’s senior notes total a further £200 million expiring in July 2021. There are two principal financial covenants relating to the Group’s debt. The first tests the ratio of net debt relative to Group EBITDA and the second assesses fixed charge cover. Given recent trading, the level of headroom on fixed charge cover reduced over

the course of FY2018 and as such the Group successfully renegotiated the fixed charge cover covenant level in July 2018 thus significantly improving headroom against this covenant for the foreseeable future. The net debt to EBITDA covenant level was deemed to be appropriate relative to current and anticipated levels of headroom.

As part of the board’s assessment of going concern and ongoing liquidity, forecasts were prepared for the 18 months to February 2020 in order to support the board’s conclusions of the ability of the business to continue to operate as a going concern for at least the next 12 months. These forecasts included sensitivities relating to a variety of downside trading outcomes, which recognised the uncertain UK retail environment and allowed the board to assess the level of liquidity and covenant headroom in such scenarios. In addition to these trading scenarios, given the actions of certain credit insurers in recent months, the forecasts were further sensitised for a number of extreme working capital scenarios, which while not seen to date, reflect the theoretical impact on liquidity should the Group experience a sustained deterioration in trade associated working capital.

Having assessed the Group’s liquidity outlook on the basis of the above projections and sensitivities, the board concluded that the Group would continue to have sufficient headroom to its committed borrowing facilities to ensure it can operate as a going concern for the next 12 months. For this reason the board concluded it could continue to adopt the going concern basis in preparing the financial statements.

Rachel Osborne Chief Financial Officer 25 October 2018

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Debenhams plc Annual Report & Accounts 2018

V I A B I L I T Y S T A T E M E N T

The aim of the Viability Statement is for the directors to assess the prospects of Debenhams to meet its liabilities, taking into account its current position and principal risks.

Debenhams has developed an annual three year strategic plan, which considers the Group’s cash flows and other financial key performance indicators over this period. The three year strategic plan takes into consideration sensitivities that encompass a wide spectrum of potential outcomes including changes in like-for-like sales, margin rate, costs, capital expenditure forecasts and working capital movements.

These scenarios are designed to explore the resilience of Debenhams to the potential impact of the Principal risks set out on pages 32 to 34, or a combination of those risks. The directors paid particular attention to the following principal risks:

• Competition for customers • Financial, Liquidity and Credit • Economic environment; and • Business strategy & transformation

The three year strategic plan is reviewed each year by the directors. Once approved by the board, the plan is cascaded across the business and provides the basis for setting strategic priorities and detailed budgets that are subsequently used by the board to monitor and evaluate performance.

The directors have assessed the viability of Debenhams over the three year period to 28 August 2021. This period has been selected because it reflects the pace of change in retail; uncertainty surrounding the UK’s decision to exit the European Union; aligns with the Group’s plans under its Debenhams Redesigned strategy and its three year planning process; and presents the board and the readers of the annual report with a reasonable degree of confidence whilst still providing an appropriate longer-term outlook.

The board is in agreement that Debenhams is a viable business and the viability statement can be found in the directors’ report on page 78.

In making this statement the directors have considered the resilience of Debenhams, taking account of its current position and historical financial performance, the principal risks facing the business in severe but theoretical scenarios, and the effectiveness of any mitigating actions. This assessment has considered the potential impacts of these risks on the business model, future performance, solvency and liquidity over the period. In assessing these impacts, the directors also considered specific supplier risks in relation to credit insurance and the potential impact that working capital may be impacted by such risks.

As noted in note 22 of the financial statements on page 121, the Group’s revolving credit facility is due to expire in June 2020 and its issued senior notes expire in July 2021. While recognizing the challenging retail environment will increase the risks and costs around the future refinance of these facilities, based on current market conditions the directors believe Debenhams has the appropriate plans and mitigations in place to maximize the prospects of a successful refinance of these facilities in advance of the 2020 and 2021 expiries.

The financial position of the Group, including information on cash flow, can be found in the financial review section on pages 35 to 40.

In addition, the financial statements include notes on finance costs page 111 and financial risk management including treasury policies on interest rate, liquidity, currency and credit risk pages 122 to 127.

STRATEGIC REPORT The strategic report was approved by a duly authorised committee of the board of directors on 24 October 2018 and signed on its behalf by:

Sergio Bucher Chief Executive Officer 25 October 2018

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C H A I R M A N ’ S I N T R O D U C T I O N T O G O V E R N A N C E

The board continues to be committed to high standards

of corporate governance

Sir Ian Cheshire Chairman

ear shareholder, On behalf of the board, I am pleased to present our corporate

governance report for the financial year

ended 1 September 2018.

We were delighted to welcome David Adams as a non-executive director in October 2017. David subsequently assumed the role of chair of the Audit Committee on 11 January 2018.

Martina King stepped down from the board on 31 July 2018 having served nine years as a non-executive director. I would like to take this opportunity to thank Martina for her valuable contribution to the board and the Remuneration Committee. Nicky Kinnaird took over the role as chair of the Remuneration Committee on 1 August 2018.

Peter Fitzgerald stepped down from the board as an independent non-executive director on 24 October 2018 following six years service. The board thanks him for his service to the board and to the Audit Committee.

The board continues to be committed to promoting high standards of corporate governance. Following the publication in July of the new UK Corporate Governance Code work has already begun to determine how we may apply the new provisions, which will be applicable for Debenhams in FY2020. Ahead of FY2020 the Remuneration Committee has recommended the introduction of post-holding periods for future awards granted under the Performance Share Plan. More details can be found on page 59.

Furthermore, the board recognises the importance of our wider stakeholders and its responsibility and duty to them under section 172 of the Companies Act 2016. Please refer to our Business Model and Strategy on pages 2 and 3 of this report which illustrates how we create value for our stakeholders. In addition, please refer to pages 49 and 50 which provides details on the results of our internal evaluation of the Board and its committees.

Finally, I look forward to meeting shareholders at our next Annual General Meeting which will be held on 10 January 2019 at 2.00pm at our registered office, 10 Brock Street, Regent’s Place, London NW1 3FG.

Sir Ian Cheshire Chairman

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Debenhams plc Annual Report & Accounts 2018

L E A D E R S H I P

Board statements The directors consider that this annual report and accounts, taken as a whole, is fair, balanced and understandable and gives shareholders the information needed to assess the Group’s performance, business model and strategy. Further confirmations to support the disclosures provided within this annual report and accounts are provided below.

Requirement Compliance statement Where to find further information

Strategic report The strategic report was approved by the board of directors on 24 October 2018. Page 41

NFR statement The Company has complied with the Non-Financial Reporting Directive contained in sections 414CA and 414CB of the Companies Act 2006.

Page 27

S.172 of the Companies Act 2006

The board of directors, through the strategic report, provides information for shareholders to help them assess how the directors have performed their duty, under section 172, to promote the success of the Company and, in doing so, had regard to the matters set out in that section. This includes considering the interests of other stakeholders which will have an impact on the long-term success of the Debenhams.

Pages 2 to 41

Compliance with the UK Corporate Governance Code

In accordance with the Listing Rules of the UK Listing Authority, the Company confirms that throughout the period ended 1 September 2018 and at the date of this annual report, it was compliant with all the relevant provisions as set out in the April 2016 UK Corporate Governance Code, copies of which can be obtained from the Financial Reporting Council website (www.frc.org.uk).

Page 46

Going concern Having assessed the Group’s liquidity outlook on the basis of business projections and sensitivities, the directors consider that the Group has sufficient headroom to its committed borrowing facilities to ensure it can operate as a going concern for at least the next 12 months and that it is therefore appropriate to adopt the going concern basis of accounting in preparing these financial statements.

Page 40

Viability statement The directors confirm that they have a reasonable expectation that the Group will continue in operation and meet its liabilities as they fall due over the three year period under review.

Pages 41 and 78

Robust assessment of the principal risks facing the Group

The directors confirm they have carried out a robust assessment of the principal risks facing the Group, including those that would threaten its strategy, business model and future performance. The directors also assessed the Group’s risk appetite with regard to each risk and considered how to manage and mitigate such risks.

Pages 32 to 34

Annual review of the systems of risk management and internal control

During FY2018, the Audit Committee provided transparency on the Group’s systems of risk management and internal control which were confirmed as effective.

Pages 30 and 31

Remuneration report

The directors confirm that the remuneration report for the year ended 1 September 2018 complies with the requirements of the Listing Rules of the Listing Authority, Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) and the provisions of the April 2016 UK Corporate Governance Code.

Pages 58 to 75

Competition and Markets Authority

The Audit Committee considers that the Company complied with the mandatory audit processes and audit committee responsibility provisions of the Competition and Markets Authority Audit Order for the period ending 1 September 2018.

Page 56

Modern Slavery Act 2015

The directors confirm, for the financial year ended 1 September 2018, that the steps that have been taken in relation to our responsibilities under section 54, part 6 of the Modern Slavery Act 2015 and our activities taken prior to this legislation have ensured, and will continue to ensure, that slavery and human trafficking is not taking place in Debenhams’ supply chains or in any part of our business operations.

Page 23

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L E A D E R S H I P : B O A R D O F D I R E C T O R S

Our board

1. Sir Ian Cheshire Chairman Date appointed to the board: Joined the board in January 2016, becoming Chairman in April 2016

Tenure on board: 2 years, 7 months

Independent: Yes

Committee membership: 1 2

Relevant skills and experience: Sir Ian has vast experience of a range of businesses in both an executive and non-executive capacity. He spent 17 years with Kingfisher plc, including seven years as Group Chief Executive between 2007 and 2014, where he drove consistent and significant growth in shareholder value. Sir Ian was formerly Chairman of the British Retail Consortium, a non-executive board member of the Cabinet Office, Senior Independent Director of Whitbread plc and Chair of the advisory board of the Cambridge Institute for Sustainability Leadership.

Principal current external appointments: Chairman of Barclays’ ring fenced bank, Barclays UK, Chairman of Menhaden Capital plc and President of Maisons du Monde. He is also Government Lead non-executive and Lead non-executive board member of the Cabinet Office and President of the Business Disability Forum.

2. Sergio Bucher Chief Executive Officer Date appointed to the board: October 2016

Tenure on board: 1 year, 10 months

Relevant skills and experience: Sergio brings extensive experience of international and multi-channel retailing to his role as Chief Executive Officer. Sergio worked for Amazon.com, Inc. where he served as Vice President, Amazon Fashion Europe since 2013. Previously he was General Manager, Retail E-Commerce Worldwide, at Puma, and prior to that held retail roles at Nike and Inditex, where he led the start-up of its lingerie retail brand Oysho.

Principal current external appointments: None

3. Rachel Osborne Chief Financial Officer Date appointed to the board: September 2018

Relevant skills and experience: Rachel has a strong retail and customer-facing background including previous roles at John Lewis plc and Kingfisher plc. Her last position was Chief Financial Officer at Domino’s Pizza Group plc. She has also held senior finance positions at Sodexo and Vodafone. Rachel is a chartered accountant and has also worked for KPMG.

Principal current external appointments: None

4. Terry Duddy Senior Independent Director Date appointed to the board: Joined the board in April 2015, becoming Senior Independent Director in January 2016

Tenure on board: 3 years, 5 months

Independent: Yes

Committee membership: 1 2 3

Relevant skills and experience: Terry was Chief Executive of Home Retail Group from October 2006 until March 2014, having previously served as CEO of Argos since its acquisition by GUS in 1998. He had previously held senior executive roles at Dixons Stores Group, latterly as MD at PC World. In addition to the management of a large public company, Terry brings specific insight into customer behaviour and retail markets.

Principal current external appointments: Non-executive director of Hammerson plc and Majid Al Futtaim Properties LLC, Chair of the Retail Trust and Senior Independent Director of GEMS Education Limited.

1. 2. 3. 4.

Corporate governance

5. Stephen Ingham Independent non-executive director Date appointed to the board: January 2013

Tenure on board: 5 years, 7 months

Independent: Yes

Committee membership: 2

Relevant skills and experience: Stephen has been Chief Executive Officer of PageGroup plc since 2006 having worked for that company since 1987 transforming it into an international business. Having served as a CEO of a public company for many years, Stephen has strong entrepreneurial and strategic skills.

Principal current external appointments: Chief Executive Officer of PageGroup plc. Stephen is also a member of Great Ormond Street Hospital’s corporate partnership.

6. Nicky Kinnaird Independent non-executive director Date appointed to the board: November 2016

Tenure on board: 1 year, 9 months

Independent: Yes

Committee membership: 2

Relevant skills and experience: Nicky brings a wealth of experience and understanding in brand development and the global beauty industry. Nicky founded speciality retailer Space NK and, following the sale of the business, consults for an international roster of clients in the beauty, wellness and lifestyle sectors.

Principal current external appointments: Director of Nicky Kinnaird Consulting Limited and Colorscience Inc. Nicky is also co-founder of Ancora Holdings LLC and non-executive Chairman of Walkactive Company Limited.

7. Lisa Myers Independent non-executive director Date appointed to the board: September 2016

Tenure on board: 2 years

Independent: Yes

Committee membership: 3

Relevant skills and experience: Lisa brings an investor’s perspective to the board together with a strong focus on revenue and profitability drivers, brand equity and return on invested capital. Prior to joining L Catterton, the pre-eminent global consumer-focused private equity firm, Lisa was lead portfolio manager of some of Templeton’s flagship global funds and Executive Vice-president at Franklin Templeton, managing or co-managing more than $10 billion of assets. As the coordinator of Templeton’s global consumer research, Lisa had direct research responsibility for the retail, textile and apparel and luxury good sectors.

Principal current external appointments: Partner at L Catterton.

8. David Adams Independent non-executive director Date appointed to the board: October 2017

Tenure on board: 11 months

Independent: Yes

Committee memberships: 1 2 3

Relevant skills and experience: David was Finance Director and Deputy Chief Executive of House of Fraser plc until 2006, then Executive Chairman of Jessops plc, becoming non-executive Chairman in 2009. In addition, he has held several Executive and non-executive roles in 30 years in retailing, including ten years as a plc Finance Director.

Principal current external directorships: David is currently the Senior Independent Director and Chair of the Audit Committee at Halfords plc, and a non-executive Director and Chair of the Audit Committee at Thinksmart plc (AIM) listed. In addition, he is Chairman of Park Cameras Ltd and a trustee of Walk the Walk, a breast cancer charity. During this year, Conviviality plc (AIM listed), of which David was Chairman, went into administration.

Rosalynde Harrison Company Secretary and General Counsel Date appointed: September 2018

Board committees key:

1 Nomination Committee

2 Remuneration Committee

3 Audit Committee

Chair of Committee

5. 6. 7. 8.

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C O R P O R A T E G O V E R N A N C E R E P O R T

Our corporate governance framework supports our strategy

In accordance with the Listing Rules of the UK Listing Authority, the Company confirms that throughout the period ended 1 September 2018 and at the date of this annual report, it was compliant with all the relevant provisions as set out in the April 2016 UK Corporate Governance Code (“the Code”), copies of which can be downloaded from the Financial Reporting Council website (www.frc.org.uk).

LEADERSHIP The board The board of Debenhams is collectively responsible for the long-term success of the Company by directing and supervising the affairs of the Company and is accountable to its shareholders for the Company’s strategic aims, risk management and performance. No individual or small group of individuals dominates the board’s decision- making process. Strong leadership and strong corporate governance are integral parts of our corporate culture and the board leads by example.

Biographical details of the board of directors are on pages 44 and 45. As at 25 October 2018, the board has eight members: the Chairman, five independent non- executive directors and two executive directors.

The Chairman The Chairman is responsible for the effective leadership, operation and governance of the board and its committees. He ensures that all directors contribute effectively in the development and implementation of the Company’s strategy whilst ensuring that the nature and extent of the significant risks the Company is willing to embrace in the implementation of its strategy are determined and

challenged. The Chairman is also responsible for the induction of new directors and their continuing development, board evaluations and succession planning. The Chairman holds regular meetings with the non- executive directors without the executive directors being present and has regular contact with all board members.

Sir Ian Cheshire has been Debenhams’ Chairman since April 2016.

The Chief Executive Officer The CEO is responsible for the management of the Group’s business and for implementing the Group’s strategic aims. He also chairs the executive committee and ensures that it achieves its delegated objectives in accordance with the Company’s business policies. The roles and responsibilities of the members of the executive committee are detailed in the table on the next page. The CEO also leads an annual strategy event to focus on the Group’s overall performance and the development of the business strategy.

Sergio Bucher has been Debenhams’ CEO since October 2016.

The Chief Financial Officer The CFO is responsible for the financial reporting and management of the Group and strategy. In addition to the finance, audit, tax and treasury teams, the CFO is responsible for strategy, property, space planning, procurement and investor relations.

Rachel Osborne joined Debenhams as CFO in September 2018.

Chairman Chief Executive Officer Chief Financial Officer Senior Independent Director

Independent non- executive directors

Sir Ian Cheshire Sergio Bucher Rachel Osborne (appointed to the board: 17 September 2018)

Terry Duddy David Adams (appointed to the board: 19 October 2017) Stephen Ingham Nicky Kinnaird Lisa Myers

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Debenhams plc Annual Report & Accounts 2018

BOARD TENURE AT 25 OCTOBER 2018

0-2 years 5 2-4 years 2 4-6 years 1 6+ years 0

BOARD BALANCE AT 25 OCTOBER 2018

Male 5 Female 3

BOARD COMPOSITION AT 25 OCTOBER 2018

Executive directors 2 Non-executive directors 5 Chairman 1

The Senior Independent Director (SID) Any concerns that shareholders may have which are not appropriate for discussion through the normal channels of Chairman, CEO or CFO will be dealt with by the SID, who also serves as an intermediary for the other directors as necessary and acts as a sounding board for the Chairman. In addition, the SID leads the annual appraisal of the Chairman’s performance. This year’s appraisal of the Chairman was considered by the non-executive directors at the conclusion of the September board meeting.

Terry Duddy has been the SID since January 2016.

Non-executive directors As detailed in their biographies on pages 44 and 45, our non-executive directors have a diverse range of skills, experience and backgrounds and provide constructive challenge within the boardroom. They are well informed about the Company and have a strong command of the issues relevant to the business.

As at 1 September 2018, all the non-executive directors were considered by the board to be independent and free from any relationship or circumstances that could affect their independent judgement.

The independence of non-executive directors who serve more than six years is subject to rigorous review.

Executive committee In order to support the delivery of the strategy, the business has three business units around our three Destinations: Fashion & Home; Beauty & Beauty Services, and Food & Events. Steven Cook, who joined Debenhams in January 2018, leads Fashion & Home; Ross Clemmow leads the Food & Events unit; and Richard Cristofoli leads the Beauty & Beauty Services unit. The roles of the members of the executive committee are reflected in the diagram below.

EXECUTIVE COMMITTEE

Sergio Bucher CEO

Rachel Osborne CFO

Financial reporting and management, strategy, tax, treasury, internal audit, property, space planning, investor relations and procurement

Angela Morrison Technology and Supply Chain Director

Systems, imports and exports, and distribution

David Smith Managing Director International

Franchises, Magasin du Nord and responsibility for the international business strategy in all channels and markets

Richard Cristofoli Managing Director Beauty and Marketing

Beauty & Beauty Services, product marketing, advertising, PR, visual and creative and customer strategy and insight

Ross Clemmow Managing Director Retail, Digital, Food and Events

Retail & Digital

Food & Events and UK and ROI stores

Sally Hyndman HR Director

HR, culture, pay and reward, learning and development, recruitment, pensions, internal communications and engagement

Steven Cook Managing Director Fashion and Home

Sourcing, buying, design and merchandising

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Board diversity The Company’s diversity policy was originally adopted by the board in FY2014. It is reviewed annually and incorporates best practice recommendations including those within the Hampton-Alexander Review and the Parker Report.

It is the responsibility of the Nomination Committee to implement and monitor the objectives set out in the board’s diversity policy and to review the policy annually (last reviewed September 2018). The main objectives of the policy are to ensure that the board is well balanced, comprises directors who are sufficiently experienced and independent in character and who will provide the necessary skillsets to drive the business forward and to bring challenge to the boardroom.

Debenhams is aware of the added value diversity brings to the operation of the Debenhams business and is therefore seeking to achieve a diverse workforce that embraces different skillsets, cultural approaches and different mindsets throughout all areas of the Group. The bar chart above right illustrates this year’s gender split at board level, within the executive committee, senior management and for the workforce as a whole (UK and ROI only).

Gender diversity1

Debenhams board

Executive committee

Senior management

All colleagues

Male Female

5

3

4

2

70

60

4,576

15,625

1 As at the date of this report.

Induction and ongoing development On appointment, a director is provided with an induction programme which is tailored to his or her experience of listed company responsibilities and based on his or her knowledge of the retail sector. Meetings are arranged with advisors and visits to operations around the Group are arranged. One-to-one meetings are held with members of the executive committee, other senior management in the business and external advisors as appropriate. The induction includes the provision of relevant current and historical information about the Company together with applicable business policies. The Company Secretary assists in the induction of new directors and their ongoing development as required and also undertakes a review with new directors following induction to consider any initiatives which would improve the induction process.

The table below details the length of service of our Chairman and each of our non-executive directors:

Director Date of appointment Length of service as a non-executive director at 1 September 2018

Sir Ian Cheshire – Chairman 14 January 2016 2 years, 7 months

Terry Duddy 10 April 2015 3 years, 5 months

David Adams 19 October 2017 11 months

Peter Fitzgerald1 4 October 2012 5 years, 10 months

Stephen Ingham 8 January 2013 5 years, 7 months

Nicky Kinnaird 5 November 2016 1 year, 9 months

Lisa Myers 6 September 2016 2 years

1 Peter Fitzgerald stepped down from the board on 24 October 2018.

C O R P O R A T E G O V E R N A N C E R E P O R T C O N T I N U E D

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Debenhams plc Annual Report & Accounts 2018

Indemnification of directors Qualifying third party indemnity provisions (as defined in section 234 of the Companies Act 2006) are in force for the benefit of the directors who held office during the year. The Company also provides directors’ and officers’ liability insurance for its directors and other officers.

Board meetings The board held seven scheduled meetings and a strategic awayday during FY2018 which were fully attended by all the board members, save for the October meeting which Lisa Myers was unable to attend due to a family commitment. A further four ad hoc telephone conference calls were held during the year. In addition to the directors, the operational section of each board meeting was attended by the members of the executive committee. Details of the principal items discussed at each meeting are shown in the table on page 51.

The presentation of timely, high quality information to the board and its committees is essential to ensure that there is thorough prior consideration of the issues and informed debate and challenge at all meetings. All information is published several days in advance via a secure web portal in order that directors can fully prepare for the meeting. If directors are not able to attend meetings due to conflicts in their schedule, they review the papers due for consideration and relay any comments to the Chairman, in advance of the meeting where possible, which are then passed on to the other directors. The Company Secretary ensures relevant information flows within the board, its committees and to senior management and records all matters discussed within the minutes of the meeting. The agenda for each board meeting typically includes operational reports from the members of the executive committee and an update on the execution of the strategy, with deep dives on selected projects. Presentations are requested by the board on an ad hoc basis from the trading divisions and other business areas, including investor relations, treasury, taxation, health and safety and human resources. In addition, the board receives regular updates on the key Group risks and ensures that the risk management framework and profile supports the business strategy. In accordance with the Code, the formal schedule of matters reserved for the board is reviewed annually.

Board committees The board committees are the Audit, Remuneration and Nomination Committees. The terms of reference (which are reviewed annually) of each committee can be found on our website at www.debenhamsplc.com.

The members, together with the role and activities of each board committee, can be found at:

Nomination Committee Pages 52 and 53 Audit Committee Pages 54 to 57 Remuneration Committee Pages 58 to 75

In the interest of shareholders, the board created a sub-committee to provide oversight of the executive committee’s review of Debenhams’ long-term plan. Chaired by David Adams, the committee, whose other members are the Chairman and the SID, held regular meeting on several occasions throughout FY2017 and into FY2018.

The Company Secretary The Company Secretary plays a leading role in the good governance of the Company by supporting the Chairman and helping the board and its committees to function efficiently. Together with the Chairman, the Company Secretary keeps under review the governance processes adopted by the Company to ensure that they remain fit for purpose and considers any improvements that could strengthen the governance of the Company. All directors have access to the services of the Company Secretary and may take independent professional advice at the Company’s expense in conducting their duties.

The Company Secretary acts as secretary to the board and each of its committees. The appointment or removal of the Company Secretary is a matter for the board as a whole. Rosalynde Harrison replaced Paul Eardley as the Company Secretary in September 2018.

PERFORMANCE EVALUATION In accordance with the Code, we conduct external evaluations of the board, its committees and each individual director at least once every three years. The last external evaluation was carried out in FY2017 by Lintstock Limited.

During FY2018, an internal evaluation was carried out via the collation of results from questionnaires circulated to the members of the board and to the members of the Remuneration and Audit Committees. Questionnaires were also circulated to those colleagues who work closely with the internal and external auditors and the Remuneration Committee consultants. The findings of those evaluations are given below.

Board evaluation results: • Given the tough trading conditions, the board is

operating effectively as demonstrated by the activities of the sub-committee previously referred to and also by David Adams providing additional services in supporting and chairing the Company’s strategic planning committee

• The number of non-executive directors on the board required consideration. The board concluded that, following the stepping down of Peter Fitzgerald in October 2018, eight non-executive directors was the right balance to support the needs of the business going forward

• Oversight of succession plans for key management positions below the board and the importance of further development of board diversity over the next 3-5 years remains on the board’s radar

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Audit Committee and internal & external auditor results: • The composition of the Committee is appropriate and

the new Chairman has hit the ground running • The continuance of thorough analyses on particular

risks and controls, together with ongoing training, would be beneficial to the members and these will be scheduled into the Committee’s programme for FY2019

• The performance of both the internal and external auditors was highly rated

Remuneration Committee results: • The Committee is mindful of governance and that the

members benefit from regular updates by advisors, in particular from Deloittes LLP, who have been very supportive in this process

• The evaluation demonstrated the Committees commitment to retain and motive colleagues whilst staying within appropriate guidelines

SHARE CAPITAL AND CONTROL Information which the directors are required to disclose pursuant to section 992 of the Companies Act 2006 can be found on page 77 of the directors’ report.

SHAREHOLDER ENGAGEMENT The board is responsible for ensuring that the Company maintains a satisfactory dialogue with shareholders. The Chairman and the SID are always available to major shareholders. Formal trading updates are given to the market on four occasions during the year. Following each of these announcements, conference calls are held with shareholders and analysts and, after the full year and interim results, a presentation is made to shareholders and analysts. Analysts’ research is circulated to the board. A programme of meetings and conference calls is also organised at appropriate times during the year at which the CEO and CFO comment on Company performance and respond to any issues raised by investors (see table opposite). In addition, Debenhams arranges visits to its stores for analysts and shareholders and holds regular capital markets days in order to explain aspects of business performance and strategy.

JANUARY 2018 AGM – HIGHLIGHTS • Between 701,737,090 and 986,781,044 votes were cast

for each resolution • The directors who retired and were elected/re-elected

to the board received, on average, 78.69% of votes cast in favour

• The resolution to approve the directors’ remuneration policy received 98.57% of votes cast in favour

• The resolutions to approve the director’ remuneration report for the period ended 2 September 2017 was passed with 98.55% of votes cast in favour

SHAREHOLDERS BY GEOGRAPHY

UK 57 USA 28 EU 5 Middle East 7 Rest of World 3

A geographical analysis of shareholders is shown in the pie chart above.

The major shareholders of the Company are listed on page 77 of the directors’ report.

HOW GOVERNANCE SUPPORTS STRATEGY Our governance framework (see chart opposite), which has been adopted by the board, is underpinned by the UK Corporate Governance Code. It is designed to safeguard and enhance long-term shareholder value and to provide a platform to realise the Group’s strategy, Debenhams Redesigned.

The board: • Selects its membership through a comprehensive and

considered process, aligned with Company’s strategy and its diversity policy (see Nomination Committee section for more details on our approach)

• Sets the cultural stance for the organisation with management adopting and implementing policies and procedures designed to promote both legal compliance and appropriate ethical standards in all their business interactions, including the delivery of strategic objectives

• Agrees the risk management process which it considers to be a fundamental part of an effective governance programme (see Risk Management and Principal Risks and Uncertainties sections for more details on our approach and how this links to strategy)

• Maintains oversight across the delivery of strategic and operational objectives through independent reports from the Audit and Remuneration Committees and updates from key management

• Actively monitors management’s execution of approved strategic plans against established budgets and timeframes, to ensure their alignment to strategic objectives

The framework is continually reviewed to ensure it remains fit for purpose.

C O R P O R A T E G O V E R N A N C E R E P O R T C O N T I N U E D

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Debenhams plc Annual Report & Accounts 2018

OCT

APR

SEP

MAR JUN

JAN

JUL

DEC

The board

Risk Committee

Disclosure Committee

Audit Committee

Annual Report Compliance Committee

Nomination Committee

Capex Committee

Executive Committee

Remuneration Committee

Debenhams plc

• Approved the FY2018 budget

• Autumn/winter Launch • Supply Chain

Programme presentation

• Board Evaluation review

• Approved full year results, report and accounts and recommended the final dividend

• Approved the corporate risk map

• International Strategy

• Trading update, CEO Overview

• Presentation on the Furniture & Home plan

• Met with shareholders at the Annual General Meeting

• Strategy meeting • Approved first half results and resolved to pay interim dividend

• Review of Long-Term Financial Plan

• Reviewed Schedule of Matters Reserved to the Board and executive & disclosure committee terms of reference

• Approved the June trading statement

• Strategic & Financial Plan Update

• Customer Segmentation presentation

• Reviewed board diversity policy

• Review of FY2019 budget • Key projects overview

BOARD ACTIVITY THROUGH THE YEAR – 2017-2018

THE KEY ELEMENTS OF THE GROUP’S INVESTOR RELATIONS CALENDAR IN FY2018 ARE SHOWN IN THE TABLE BELOW. Sep 2017 Oct 2017 Nov 2017 Dec 2017 Jan 2018 Feb 2018 Apr 2018 May 2018 Jun 2018 Jul 2018 Aug 2018

European investor meetings

Full year results

UK shareholder roadshow

UK investor meetings

Trading Update

Investor meetings

First half results

Investor conference meetings

Trading Update

Investor meetings

Investor meetings

Stevenage analyst store visit

US shareholder roadshow

Investor conference meetings

Annual General Meeting

UK shareholder roadshow

UK Investor meetings

UK Investor meetings

UK investor meetings

UK Investor meetings

Investor conference meetings

GOVERNANCE FRAMEWORK

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N O M I N A T I O N C O M M I T T E E R E P O R T

The goal is to ensure the board is well

balanced and independent

Sir Ian Cheshire Chairman, Nomination Committee

MEMBERSHIP OF THE NOMINATION COMMITTEE The individuals who served on the Committee during the year under review are set out below:

Member Date appointed Committee member

Attendance at meetings

during the year

Sir Ian Cheshire (Committee Chairman)

14 January 2016 2/2

Terry Duddy 10 April 2015 2/2

Martina King 1 August 2009 (stepped down on 31 July 2018)

2/2

Mark Rolfe 1 October 2010 (stepped down on 11 January 2018)

1/1

David Adams1 31 July 2018 0/0

1 Both Committee meetings were held prior to David becoming a member of the Committee.

Dear shareholder, On behalf of the Nomination Committee, I am pleased to present its report for the year ended 1 September 2018.

The key responsibilities of the Committee are: • Identifying and nominating, for the approval of

the board, candidates to fill board vacancies based on merit and objective criteria as and when they arise together with leading the process for such appointments

• Putting in place plans for succession, in particular with respect to the Chairman, the CEO, the Senior Independent Director and the members of the executive committee

• Reviewing regularly the board structure, size and composition and making recommendations to the board of adjustments that are deemed necessary and in accordance with the Company’s policy on diversity

• Annually reviewing the time required from and spent by a non-executive director in fulfilling his or her duties

• Annually reviewing the board’s diversity policy and recommending any necessary changes in that policy to the board

• Reviewing director’s conflicts of interest and the number of external directorships held

The full terms of reference of the Committee are available on the Company’s website and are reviewed annually by the Committee.

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ACTIVITIES DURING THE YEAR The Committee met twice during the year at which it: • Reviewed the time commitments and length of service

of the non-executive directors. Mark Rolfe’s fixed term was due to expire at the end of September 2017 and the Committee recommended that his term be extended until the AGM held in January 2018. David Adams took over Mark’s role as chair of the Audit Committee effective from the end of the AGM

• Carried out an annual review of the directors’ conflicts of interest register and the Committee’s terms of reference

• Recommended to the board the re-appointment of Terry Duddy for a second three year term effective from 10 April 2018

• Recommended the appointment of Nicky Kinnaird as chair of the Remuneration Committee effective from 31 July 2018, pursuant to Martina King’s departure from the board of Debenhams following nine years’ service

• Recommended the appointment of Rachel Osborne as Chief Financial Officer, effective from 17 September 2018, further to Matt Smith’s resignation from the role on 31 August 2018

DIVERSITY The goal at Debenhams is to ensure that the board is well balanced and appropriate for the needs of the business, comprising directors who are sufficiently experienced and independent of character and judgement. When recommending new directors to the board, the Nomination Committee has regard to the balance of skills, knowledge and experience required for the board and its committees to operate effectively. Board appointments are, of course, made on merit but the Committee is also mindful of the board’s diversity policy (for more details see page 48). The aim of the policy is for new directors to bring different experience, skills, perspective and different important personal attributes and thus make a positive contribution to Debenhams.

Following the board changes which took place during this year, the percentage of women on the Debenhams plc board at the end of FY2018 was 33.3%, which is at the current voluntary target to have a third of female board members by FY2020.

As detailed on page 21, Debenhams is keen to embrace diversity at all levels and is therefore assessing diversity, in the widest sense, in relation to the recruitment process throughout the business.

DIRECTORS’ TIME COMMITMENT All directors are aware of the need to allocate sufficient time to the Company in order to discharge their responsibilities effectively. The board, with the support of the Nomination Committee, monitors attendance, committee composition, length of service, the extent of the directors’ external interests and any conflicts on an ongoing basis. The letters of appointment for non-executive directors set out the time commitment expected for them to perform their duties effectively. The time required of directors will fluctuate depending on the demands of the business and any other events, but the expected number of days required for each non-executive director is ten per annum.

Directors’ conflicts of interest The Nomination Committee annually reviews and considers the interests and other external appointments held by the members of the board. All conflicts declared were approved at its meeting in September 2018. The directors have a continuing duty to inform the board of any potential conflicts immediately so that such conflicts may be considered and, if authorised, included within the register of conflicts. We recognise that the non-executive directors have other business interests outside of the Company and that other directorships bring significant benefits to the board. All existing directorships are detailed within the director biographies on pages 44 and 45. Non-executive directors are required to obtain the approval of the Chairman before accepting any further appointments.

A register of related parties is maintained and updated by the Company Secretary in order that any related party transactions are identified and the necessary disclosures are made.

ACTIVITIES SINCE YEAR END • Recommended to the board the re-appointment

of Stephen Ingham for a further three years effective from 7 January 2019

• Peter Fitzgerald stepped down from the board on 24 October as an independent non-executive director Following this board change our percentage of women on the Debenhams plc board moved from 33.3% to 37.5%

• All directors will seek election/re-election at the next AGM at the Annual General Meeting on 10 January 2019

Sir Ian Cheshire Chairman

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A U D I T C O M M I T T E E R E P O R T

A focus on the control of risks

David Adams Chairman, Audit Committee

MEMBERSHIP OF THE AUDIT COMMITTEE The individuals who served on the Committee during the year under review are set out below:

Member Date appointed Committee member

Attendance at meetings

during the year

David Adams (Committee chair)

19 October 2017 (appointed Committee chair 11 January 2018)

3/3

Terry Duddy 10 April 2015 3/3

Peter Fitzgerald 18 October 2012 3/3

Martina King (Stepped down from the board and the Audit Committee on 31 July 2018)

1 August 2009 3/3

Lisa Myers 6 September 2016 2/21

Mark Rolfe 1 October 2010 1/12

1 Lisa Myers was unable to attend the meeting held in October 2017 due to a family commitment.

2 Mark Rolfe stepped down from the board on 11 January 2018. Two of the Audit Committee meetings were held post that date.

Dear shareholder, On behalf of the Audit Committee (“the Committee”), I am pleased to present my first report as chairman of the Committee for the period ended 1 September 2018. The report sets out the remit of the Committee, its areas of focus during the year and the Company’s relationship with the external auditors.

The Committee has satisfied itself that the Debenhams plc 2018 annual report and accounts is fair and balanced. We have sought to make the report as clear, understandable and informative as possible to provide the information necessary for shareholders to assess the Company’s performance, business model and strategy. The Committee therefore supports the board in making its formal statement on page 43.

During the year the Committee ran a thorough audit tender process and we are pleased to recommend the appointment of Ernst & Young LLP as our auditors.

On behalf of the Committee, I would like to thank PwC for their support over the last 12 years.

David Adams Chairman, Audit Committee

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Corporate governance

All of the members of the Committee are independent non-executive directors and, in the board’s view, the Committee as a whole has competence relevant to the retail sector and its operations. In accordance with the UK Corporate Governance Code, I am considered by the board to have recent and relevant financial experience.

In addition to the members of the Committee, the Chairman, the CFO, the Director of Internal Audit and Risk Management and senior representatives of the Company’s external auditors, PwC LLP, attend and receive papers for each meeting. After each meeting, the chairman reports to the board on the matters discussed, on recommendations and on actions to be taken.

The Committee met three times during FY2018, with meetings timed to coincide with the financial and reporting cycles of the Company. Attendance at these meetings is set out on the opposite page. In addition, the Committee met with the Company’s external auditor twice during the year without management being present and once with each of the CFO and the Director of Internal Audit and Risk Management without other management being present.

RESPONSIBILITIES OF THE COMMITTEE The role and responsibilities of the Committee are set out in its terms of reference which are reviewed annually by the Committee taking into account relevant legislation and recommended good practice. The terms of reference of the Committee are available on the Company’s website: www.debenhamsplc.com.

In accordance with the terms of reference, the Committee’s responsibilities include, but are not limited to, the following matters:

• Monitoring the integrity of financial statements (including any related information presented with the financial statements) and any formal announcements relating to the Company’s financial performance

• Reviewing any changes in accounting principles, considering the appropriateness of accounting policies adopted by the Company, and the use of any alternative performance measures

• Reviewing the internal audit programme and ensuring that the internal audit function is properly resourced

• Agreeing with the external auditors the nature and scope of the audit and reviewing the output

• Reviewing and monitoring the effectiveness of the risk management and internal control systems within the business

• Considering the appointment of the external auditors and their independence and making recommendations to the board in relation to their appointment, remuneration and terms of engagement

• Reviewing the Company’s plans for the prevention and detection of fraud, bribery and corruption

• Assessing the long-term viability of the Company over a three year period taking into account its current position and principal risks

• Providing advice to the board on whether the Company’s annual report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy

ACTIVITIES OF THE COMMITTEE DURING THE YEAR Financial reporting • The Committee reviewed the annual and interim

financial statements during the year. It considered significant accounting policies, financial reporting issues and judgements together with the findings as set out in the reports from the external auditors

• The Committee also received a presentation on the process and stress testing undertaken in relation to the viability statement included in this report

• The Committee considered the clarity and completeness of the disclosures within the financial reports reviewed

• The Committee received deep dives on the impact of Brexit and the new GDPR regulations

• The Committee carried out an audit tender process and recommended the appointment of Ernst & Young LLP as auditors

Internal audit and risk management The Committee received and considered updates from the Director of Internal Audit and Risk Management at each of its meetings during the year covering, amongst other matters:

• The output from the Group-wide risk review process to identify, evaluate and mitigate risks and the Group’s changing risk profile

• The adequacy and effectiveness of the internal financial controls

• Updates on any fraud attempts or incidents further to the processes in place throughout the Group which prevent and detect fraud, including concerns raised in confidence by employees via the Company’s whistleblowing process which are also reported through to the Committee

• Progress against the approved audit plan, the key findings from reviews undertaken and management’s implementation of its recommendations

• The resource requirements for internal audit and risk management

Governance • Internally facilitated formal evaluations of the

Committee together with the internal and external audit functions

• The compliance committee, chaired by the CFO, supported the Committee in assessing whether the Company’s annual report, taken as a whole, is fair, balanced and understandable and complies with all legal and regulatory requirements. The compliance statements in relation to the disclosures within this annual report are provided on page 43

• The Risk Committee, which is chaired by the Director of Internal Audit and Risk Management, supported the Audit Committee in the identification and assessment of the Group’s significant risks

• The Committee receives briefings and training by senior management which, this year, included a review of the requirements of IFRS 16 with regard to Debenhams’ lease portfolio

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External audit • The scope of the audit for FY2018 was agreed together with the fees and terms of engagement. Details of the amounts

paid to the external auditors for the audit services for FY2018 are given on page 109 in note 6 to the financial statements • The Committee considered the regulations contained within the Competition and Markets Authority Audit Order to ensure

that the Company carries out specific functions in relation to audit services. The Company’s statement of compliance with these regulations is provided on page 43

• The audit tender was carried out • The non-audit work carried out by PwC in accordance with the Company’s prevailing External Auditor’s Independence Policy

was approved and PwC’s independence confirmed

SIGNIFICANT AREAS OF FOCUS IN RELATION TO THE FINANCIAL STATEMENTS The significant issues considered in relation to the Group’s financial statements for the period ended 1 September 2018 are set out in the table below together with a summary of the actions taken. In addition, the Committee and the external auditors have discussed the other areas of focus of the audit as set out in the independent auditors’ report on pages 80 to 89.

Matters considered Actions

Going Concern The Committee considered the work management had undertaken to support the going concern statement and the review of that work by PwC.

A review was undertaken by management to stress test business projections for a variety of trading and working capital scenarios. This was further reviewed by PwC. Based on these projections and sensitivities, the Committee is satisfied that the Group would continue to have sufficient headroom to its committed borrowing facilities to ensure it can operate as a going concern for the next 12 months.

Exceptional items & Impairment As a result of the strategic reviews, the Group has incurred one-off costs totalling £524.7 million (before tax), see note 7 on pages 109 and 110.

The exceptional costs incurred this year related to: strategic review and restructure (£13.6 million); strategic warehouse restructure (£11.0 million); store impairment and onerous leases (£117.5 million); goodwill impairment (£302.1 million) and asset write-offs (£80.5 million). The Committee has considered the quantum of each exceptional cost or charge and has approved the disclosures made.

Revenue recognition As with most companies, there is a risk that, in order to achieve the planned results, revenue may be recognised in contravention of the Group’s policy for revenue recognition.

The Committee has reviewed revenue recognition practice and the underlying assumptions and estimates. In addition, the internal audit function has reported to the Committee on the controls and processes in this area. The Committee also routinely monitors the views of the external auditors on revenue recognition issues.

Inventory valuation The Company continues to use the retail method in respect of valuation of inventory in the UK and Ireland which is reliant on a number of judgemental components, details of which are set out in note 5 to the financial statements on pages 107 and 108.

During FY2018, the Committee received reports from both the internal and external auditors setting out inventory risk metrics and findings from the examination of controls in these areas. These reports indicated that inventory was valued satisfactorily.

PERFORMANCE EVALUATION An evaluation of the Audit Committee together with the internal and external auditors was this year carried out via an internal questionnaire.

The results for the Audit Committee and the internal and external auditors can be found on pages 49 and 50.

EXTERNAL AUDITORS’ INDEPENDENCE In order to ensure that an appropriate relationship is maintained with the external auditors, a policy on auditor independence has been established and is reviewed annually. This policy covers matters such as: auditors and their staff must have no family, financial,

employment, investment or business relationship with the Company; the employment by the Company of former audit employees; the rotation of audit partners and the controls around the provision of non-audit services; and specifically those services which the Company’s auditors may never provide. As part of the Committee’s assessment of the ongoing independence of the auditors, the Committee receives details of any relationship between the Group and PwC that may have a bearing on their independence and seeks confirmation from PwC that they remain independent.

As regards the risk of the external auditors’ withdrawal from the market, the Company considers that there are sufficient other auditors in the marketplace should this situation arise.

A U D I T C O M M I T T E E R E P O R T C O N T I N U E D

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The objective of the Audit Committee’s policy in relation to the provision of non-audit services by the auditors is to ensure that the provision of such services does not impair the external auditors’ independence or objectivity. All fees for non-audit work require pre-authorisation by the CFO, or the Company Secretary, or by the Audit Committee in circumstances where the fees are above an agreed threshold. An independent report is produced each quarter detailing all non-audit work, its cost, when it was carried out and who instructed it. This information is reported to the Audit Committee at each meeting by the Company Secretary.

The Company’s policy identifies three categories of accounting services. The first category is audit-related services which the auditors are permitted to provide, such as interim and full year reports. The second category is prohibited services which the auditors are not permitted to provide. Prohibited services are those which might result in the external auditors auditing their own work, or making management decisions for the Company, and those where some mutuality of interest is created or where the external auditors are put in the role of advocate for the Company. The prohibited services included in the Company’s policy are itemised in more detail and the list includes all the services set out on the FRC’s “black list”. The third category is “potential” services which the auditors may, in certain circumstances, provide subject to compliance with the independence policy. These services include services where the auditors are acting as the Company’s reporting accountant.

£63,900 was paid by the Company to PwC for non-audit services which represents 8.3% of the total audit fee paid to PwC, see note 6 on page 109.

The audit fees paid by the pension schemes were £35,000.

The FRC’s Audit Quality Review team (AQR) routinely monitors the quality of the audit work of certain UK audit firms through inspections of sample audits and related procedures at individual audit firms. The AQR carried out a review of the audit of our financial reporting for FY2017. The AQR engaged with the Committee during the review process. There were no significant findings resulting from the review.

EXTERNAL AUDITORS’ APPOINTMENT PwC has served as the Company’s auditors since flotation in 2006 and John Ellis has been the audit partner since 1 September 2013.

As reported in the FY2017 annual reports and financial statements, the Committee decided to hold a competitive audit tender process for rotation of the audit firm in respect of FY2019. The tender process was overseen by the Audit Committee and the management of the process was delegated to the chairman of the Committee and the CFO. The key objective was to deliver a fair, transparent and successful tender process with minimum disruption to the business and at the conclusion of the process the Committee made its proposal to the board.

Two major firms of accountants were invited to take part in the tender. During the tender, each firm was given equal access to management and to information about the Group. The tender process was thorough and was designed to assess each firm’s audit proposal against a set of predetermined criteria that had been agreed by the Committee. Each firm was invited to an extensive series of interviews with members of the Audit Committee, members of the board and a number of the Group’s senior management team. These interviews formed part of a formal assessment process whereby each firm was assessed against these criteria, including matters such as the strength and experience of senior team members and their firm’s ability to serve the Group’s operations effectively.

Each firm was asked to provide a written document containing detailed information on certain matters in support of their audit proposal which were key to the Audit Committee’s assessment of each bid, including the firm’s evaluation of the Group’s risks, the proposed audit plan and the use of technology. Both of the firms were invited to present their audit proposition to a meeting held with the chairman of the Committee, the CFO and a number of the Group’s senior management team. The Committee subsequently considered each firm’s audit proposals against the criteria that had previously been agreed by the Committee. The Committee’s evaluation also took into account the outcome of recent external reviews to assess the quality of each firm’s audits, details of each firm’s audit methodology and areas of audit focus with regard to the Group.

Throughout the process, the Committee were mindful of the need to maintain the independence of the external auditors. As part of the tender, each firm was required to disclose all existing relationships with the Group and explain how the firm would meet Debenhams’ policy on audit effectiveness and independence.

The Company announced, on 25 June 2018, that Ernst & Young LLP had been successful in the audit tender process and will therefore be appointed, subject to approval by shareholders at the AGM in January 2019, as its new auditor with effect from the year commencing 2 September 2018. Ernst & Young LLP have therefore been shadowing PwC during the FY2018 year end audit process and have attended a Committee meeting prior to their formal appointment. The Committee would like to record their thanks to PwC and their partners and staff for their many years of service to the shareholders of Debenhams.

The Committee is satisfied that Ernst & Young LLP is independent and is best placed to conduct the Company’s audit for FY2019 and therefore recommends that Ernst & Young LLP be appointed as the Company’s auditors.

David Adams Chairman, Audit Committee

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C H A I R ’ S I N T R O D U C T I O N T O R E M U N E R A T I O N

FY2018 has been a challenging year for the

Company and this is reflected in our

incentive outcomes Nicky Kinnaird

Chair, Remuneration Committee

STRUCTURE OF THE REMUNERATION REPORT Statement by the Chair of the Remuneration Committee

Pages 58 and 59

Directors’ remuneration policy Pages 60 to 63

Annual report on remuneration Pages 64 to 75

Dear shareholder, On behalf of the Remuneration Committee (“the Committee”), I am pleased to present our annual remuneration report for FY2018.

Martina King stepped down from the board at the end of July 2018 having served nine years on the board as an independent non-executive director. I replaced Martina as chair of the Remuneration Committee on 1 August 2018 and I would like to thank Martina for both her contribution to the Remuneration Committee over the years and her support during the handover.

Remuneration policy Last year we renewed our directors’ remuneration policy which received a 98.57% vote in favour from our shareholders. We are not proposing to make any changes to our directors’ remuneration policy this year and we continue to be bound by the policy as approved at last year’s Annual General Meeting. To make this report as concise as possible, a summary of the policy is set out on pages 60 to 63 with details of how we intend to apply the policy for FY2019 included on page 70. The full details of the policy can be found on our website debenhamsplc.com.

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Debenhams plc Annual Report & Accounts 2018

Incentive outcomes for FY2018 The trading environment has continued to be tough for Debenhams over the last 12 months and this has again been reflected in our incentive outcomes with no bonus or PSP payouts in respect of FY2018.

FY2018 annual bonus The annual bonus for FY2018 was based 80% on PBT targets and 20% on a customer measure – Net Promoter Score (NPS) to focus on improving customer satisfaction over the year. The PBT target was not met. In addition, the customer satisfaction element, although satisfied in part, was subject to a PBT hurdle and that PBT hurdle was not met. No annual bonus payment will therefore be made to executive directors in respect of FY2018. Further details are provided on pages 64 and 65.

FY2016 PSP award For the PSP awards granted in November 2015 and May 2016, 70% of the award was subject to EPS performance and 30% to strategic objectives. The targets for the awards were not met and therefore those PSP awards will lapse in November 2018 and May 2019. Further details are provided on page 65.

Remuneration policy for FY2019 For FY2019 to ensure a clear focus on profit performance the annual bonus will be based solely on underlying PBT.

The Committee very carefully considered the level of PSP award that should be granted to executive directors in November 2018 in light of the fall in share price since awards were last granted. The Committee decided to reduce PSP awards by one third. The 2018 PSP award to the CEO will therefore be 100% of base salary rather than 150% of salary and the award to the CFO will be 67% of base salary rather than 100% of salary. The Committee believes these reduced awards strike an appropriate balance between addressing the share price fall and guarding against the potential for windfall gains and the need to motivate management to deliver our long-term plans in a challenging environment.

The PSP awards to be granted in November 2018 will be based on the new measures which were introduced last year – 50% on total shareholder return (TSR) against a bespoke group of retail comparators, 25% on earnings per share (EPS) performance and 25% on return on capital employed (ROCE).

Salaries for executive directors will not be increased with effect from 1 November 2018. The CEO’s salary remains therefore at £700,000 which is the same level as when he was appointed in 2016.

Board changes The Company announced in April 2018 that Matt Smith, our CFO would be leaving the Company which he did on 31 August 2018. Matt received his salary, benefits and pension until his date of leaving. He will not receive a bonus for FY2018 and his outstanding Performance Share Plan awards lapsed in full on the date he left. No other payments were made in connection with his departure.

On 22 August 2018, we were delighted to announce that Rachel Osborne would be taking over the role of CFO. Rachel joined the board on 17 September 2018.

Rachel’s remuneration arrangements are in line with our shareholder approved policy and the remuneration of her predecessor. Her basic salary is £439,000. For FY2019 her annual bonus opportunity will be 100% of base salary and she will receive a PSP award of 67% of salary as outlined above. Rachel also receives a pension allowance of 15% of base salary, a car allowance of £17,850 per annum and medical insurance. The Committee’s view is that this package is appropriate and reflects her skills, experience and potential to add value to Debenhams.

UK Corporate Governance Code A key focus for the Committee over the next 12 months will be considering the application of the 2018 UK Corporate Governance Code (“the Code”) which comes into force for Debenhams from the start of FY2020.

In light of the new Code and evolving market practice the Committee has decided, however, to introduce a post-vesting holding period for PSP awards granted from November 2018 onwards. Executive directors will be required to hold half of any vested PSP shares for a further year from vesting (ie four years in total) and they will be required to hold the remaining half for two years from vesting (ie five years in total).

Our directors’ remuneration report will be subject to advisory votes at the AGM on 10 January 2019. We look forward to receiving your support for the report.

Nicky Kinnaird Chair, Remuneration Committee

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R E M U N E R A T I O N P O L I C Y

This remuneration report for the year ended 1 September 2018 complies with the requirements of the Listing Rules of the UK Listing Authority, Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) and the provisions of the UK Corporate Governance Code in force at the date of publication.

REMUNERATION POLICY TABLE FOR EXECUTIVE DIRECTORS Our remuneration policy was approved by shareholders at the AGM on 11 January 2018 and took effect from that date. The full policy can be found on our website www.debenhamsplc.com.

We have provided a summary of the policy table for executive directors below along with a summary of how we intend to implement policy for FY2019 on page 70.

Element Base salary

Purpose and link to strategy • Supports the recruitment and retention of executive directors of the required calibre to fulfil the role without paying more than is considered necessary to do so

• Rewards executives for the performance of their role

Key features/operation • Paid in cash • Normally reviewed annually with effect from 1 November but may be reviewed

more or less frequently at the Committee’s discretion • In determining base salaries, the Committee considers:

– Pay levels at companies of a similar size and complexity and other retail companies – External market conditions – Pay and conditions elsewhere in the Group – The individual’s skills, knowledge, experience and performance

What is the maximum potential value?

• Whilst there is no defined maximum salary, any base salary increases will normally be in line with the increases awarded to other employees of the Group

• However, increases may be made outside of this policy in exceptional circumstances, such as: – Where a director is appointed on a salary that is at the lower end of the market

practice range, larger increases may be awarded as the executive gains experience to move the salary closer to a more typical market level

– Where there has been a change in the responsibility and accountability of the role – Where there has been a significant change in market practice

Details of current salary levels are set out in the annual report on remuneration

Performance metrics None

Element Pension

Purpose and link to strategy • Provides funds to allow executives to save for retirement • Provides a market competitive retirement benefit thereby recruiting and retaining

executives of the required calibre

Key features/operation • In determining pension arrangements, the Committee takes into account relevant market practice and practice throughout the Group

• Executive directors are generally provided with a cash allowance in lieu of a pension provision or a contribution to a defined contribution pension scheme or similar arrangement

• However, the Committee may determine that alternative pension provisions will operate for new appointments to the board if considered appropriate. If an alternative pension arrangement is provided, this will generally be of a similar level to current arrangements

What is the maximum potential value?

• The CEO’s annual cash pension allowance is 20% of base salary • The annual pension contribution for the CFO is 15% of base salary • New appointments would be entitled to a maximum pension contribution of 15%

of salary

Performance metrics None

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Element Benefits

Purpose and link to strategy • Provides a market competitive level of benefits for executive directors, thereby recruiting and retaining executives of the required calibre

Key features/operation • Executive directors receive a benefits allowance which can be used to fund a range of benefits (in line with the allowance provided to the wider management population)

• Executive directors also benefit from the Company’s directors’ and officers’ liability and indemnity insurance

• Executive directors may participate in any all-employee share plans which may be operated by the Company on the same terms as other employees

• Executive directors receive life assurance and an annual health assessment • In accordance with the terms of his appointment, the CEO receives a housing

allowance for the first two years of his employment and reasonable re-location expenses were met by the Company

• Executive directors may buy or sell a week’s holiday with the approval of the Committee

• Executive directors are eligible to receive a staff discount in line with other senior executives

• The Committee may determine that executive directors should receive additional reasonable benefits if appropriate, taking into account typical market practice

• Executive directors may be reimbursed for all reasonable expenses and the Company may settle any tax incurred in relation to these

• Where an executive director is required to relocate to perform their role, they may be provided with reasonable benefits as determined by the Committee in connection with this relocation (on either a one-off or ongoing basis), including any expatriate benefits such as housing, travel or education allowances

What is the maximum potential value?

• It is the Committee’s policy to provide benefits at a market competitive level taking into account local market practice in the location in which the executive director operates

• The overall value of benefits will depend on the individual’s circumstances and the cost of providing such benefits by the Company and therefore there is no maximum

• The current level of benefit allowance for the CEO is £18,375 and £17,850 for the CFO (this may be changed during the life of the policy)

• The executive directors’ participation in any all-employee share plans will be in line with relevant statutory limits

Performance metrics None

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Element Annual bonus

Purpose and link to strategy • Rewards and incentivises the achievement of annual objectives which are aligned with key financial and strategic goals and supports the enhancement of shareholder value

Key features/operation • Unless otherwise determined by the Committee, bonuses are paid in cash following the year end

• Bonuses are not pensionable • Malus and clawback provisions apply (see page 63 for further information) • Bonuses are based on annual performance targets • The Committee retains the discretion to adjust the bonus award if it does not

consider that it reflects underlying Company performance but may not exceed the maximum policy limit

What is the maximum potential value?

• Maximum opportunity of 100% of base salary • The bonus starts accruing from threshold levels of performance

Performance metrics • The Committee determines appropriate performance metrics to support the annual business strategy, external expectations and the enhancement of shareholder value on an annual basis

• The bonus may be based on a mix of profitability, strategic financial, strategic non-financial and individual performance targets

• At least 80% of the bonus will be based on financial performance targets • Further information in relation to the performance measures is set out in the annual

report on remuneration

Element Performance Share Plan (PSP)

Purpose and link to strategy • Incentivises executives to achieve Debenhams’ long-term strategy and create sustainable shareholder value

• Aligns with shareholder interests through the delivery of shares • Acts as a retention tool

Key features/operation • Awards normally vest based on performance assessed over a period not shorter than three years

• Awards may only vest to the extent the Committee is satisfied that the underlying financial performance of the Company over the relevant performance period justifies vesting. The Committee may also adjust the final vesting level if it does not consider that it reflects the underlying performance of the Company

• Malus and clawback provisions apply (see page 63 for further information) • Awards may incorporate the right to receive (in cash or shares) the value of the

dividends that would have been paid on the shares that vest (which may assume the dividends had been reinvested in the Company’s shares). However, it is not the current intention of the Committee that dividend equivalents will be paid on shares that vest

What is the maximum potential value?

• The maximum value of shares over which an individual can be granted an award in respect of any one financial year of the Company is normally 200% of base salary, although this limit may be increased to 250% of base salary in exceptional circumstances

• Typically 25% of an award vests for threshold levels of performance • The Committee retains the discretion to alter the performance measures for

future awards if it deems appropriate. However, the Committee will endeavour to consult with the Company’s largest shareholders prior to doing so, other than for minor changes

Performance metrics • The Committee sets performance targets each year, taking into account the business plan, external expectations and market practice

• For further information in relation to the performance measures, weightings and targets for awards, see the annual report on remuneration

Executive directors also have a shareholding guideline. Further details are provided on page 66 of the annual report on remuneration.

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NOTES TO THE POLICY TABLE Malus and clawback Malus and clawback provisions apply to the annual bonus and PSP. Annual bonus payments may be subject to clawback for a period of three years following the payment of the cash bonus. PSP awards may be subject to clawback for a period of three years following vesting.

The Committee has the discretion to reduce or withhold an award (“malus”) or clawback awards in the following circumstances:

• Material misstatement of financial or other data • Gross misconduct (includes inappropriate conduct by a participant and behaviour which fails to reflect the

Company’s governance and business values) • Fraud effected by or with the knowledge of the participant

Malus may also apply in other circumstances at the discretion of the Committee.

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This report sets out details of the implementation of the remuneration policy during FY2018 and provides details as to how the Committee intends to implement the policy during FY2019. The report will be subject to an advisory shareholder vote at the Annual General Meeting on 10 January 2019. This report contains unaudited information except where stated that it is audited.

What did executive directors earn in respect of FY2018 (audited) and FY2017 (audited)? The table below sets out a single figure of remuneration for each executive director for FY2018 and FY2017.

2018

Executive director Base salary

(£) Benefits

(£)

Retirement benefits

(£) Bonus

(£) PSP awards

(£) Total

(£)

Sergio Bucher – CEO1 700,000 132,763 140,000 0 0 972,763

Matt Smith – CFO2 443,313 34,554 66,497 0 0 544,364

Suzanne Harlow5 51,058 25,646 107,868 0 0 184,572

2017

Executive director Base salary

(£) Benefits

(£)

Retirement benefits

(£) Bonus

(£) PSP awards

(£) Compensation3

(£) Total

(£)

Sergio Bucher – CEO1 612,949 163,409 122,590 0 N/A 445,184 1,344,132

Matt Smith – CFO2 429,666 33,9484 62,200 0 0 N/A 525,814

Suzanne Harlow 429,666 15,634 94,526 0 0 N/A 539,826

1 As part of the terms of his appointment, for the first two years of his employment Sergio Bucher is provided with a housing allowance. The amount therefore includes £113,204 in relation to housing allowance.

2 Matt Smith stepped down from the board of Debenhams plc on 31 August 2018. An additional £7,601 is included in the base salary column in respect of holiday pay.

3 As a consequence of joining Debenhams, Sergio forfeited an award of restricted stock in his previous employer’s restricted stock plan. In order to compensate him for this he received a cash payment of £445,184 on joining the business (being around the date on which that restricted stock award would have vested). This payment represented the value of that stock on the business day prior to the announcement of his appointment on 26 May 2016.

4 During FY2017 and FY2018 Matt Smith elected to receive a company car. As a result of this a total of £17,170 in FY2017 and £17,170 in FY2018 was deducted from his benefits allowance reflecting the cost of providing the car. The above single figure amount includes the P11D value of the car of £30,911 for FY2017 and £31,769 for FY2018.

5 Suzanne Harlow stepped down from the board on 20 October 2018 and remuneration paid is shown to this date.

The following details how the single figure for FY2018 has been calculated:

Base salary – As disclosed in last year’s report, Matt Smith received a salary increase of 5% on 1 November 2017 taking his base salary to £439,200. This was to reflect his additional responsibility for strategy. For the second consecutive year Sergio Bucher did not receive a base salary increase during FY2018.

Benefits – The CEO receives a benefits allowance which can be used to purchase benefits under the Group scheme. The CFO receives a car allowance and medical insurance. In addition, the executive directors receive life assurance.

Retirement benefits – Sergio Bucher received a cash contribution in lieu of pension of 20% of base salary (£140,000). Matt Smith received a cash contribution in lieu of pension of 15% of base salary (£66,497).

Annual bonus for FY2018 – The maximum bonus for the year was 100% of base salary for the CEO and 100% for the CFO. The bonus was based 80% on Group PBT and 20% on a customer-focused measure, net promoter score. Bonuses start accruing for meeting threshold levels of performance with the maximum bonus only being payable for achieving performance significantly in excess of this level.

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Bonus targets and performance achieved are set out in the table below:

Measure Threshold Target Maximum Actual

Payout (% of max) 10% 50% 100% 0%

PBT* £85m £100.0m £115.6m £33.2m

Measure Threshold Target Maximum Actual

Payout (% of max) 0% 50% 100% 0%

NPS Moving Annual Target (improvement on prior year) +2 points +3 points +5 points +4 points

* Before exceptional items.

The payout of the portion of the bonus based on NPS was also subject to achieving a minimum level of profit performance. While NPS performance exceeded the target required to trigger a payment under this element of the bonus, the minimum level of profit performance was not achieved and therefore no bonus will be paid to executive directors in respect of FY2018.

PSPs – PSP awards granted in November 2015 and May 2016 were subject to the following performance targets:

Measure Benefits Target Actual performance

EPS (70% of award) EPS growth 3% per annum to 10% pa growth

(33.85)% per annum growth

Four strategic objectives (each objective equal to 7.5% of award)

Delivering a compelling customer proposition

Group gross margin improvement (>65bps)

(170)bps

Increasing availability and choice through multi-channel

Online EBITDA growth rate (>21.5%)

+14.5%

Focusing on UK Retail UK GTV >2.9% (0.5)%

Expanding the brand internationally

International EBITDA growth rate >11.8%

+3.3%

25% of the EPS amount vests for meeting threshold levels of performance and 100% vesting for reaching maximum levels of performance with straight line vesting between threshold and maximum.

The strategic objectives were subject to a single performance hurdle and were subject to meeting a ROCE underpin.

The EPS performance targets and the targets for strategic objectives were not met and the awards will therefore lapse in full on 3 November 2018 and 3 May 2019.

Scheme interests awarded during the financial year (audited) Awards with the following performance targets (which were announced to the market at the time of grant) were made on 3 November 2017.

Director Type of interest Basis on which

award made

Number of shares awarded

Face value of shares (£)1

Percentage vesting at threshold

Performance period end

Sergio Bucher 0.01 pence option

150% of base salary

2,553,191 £1,050,000 25% 29 August 2020

Matt Smith2 0.01 pence option

100% of base salary

1,067,963 £439,200 25% 29 August 2020

1 The face value of shares awarded was calculated using the closing mid-market share price on the date of award (3 November 2017), which was 41.125 pence.

2 Matt Smith stepped down from the board on 31 August 2018 and, in accordance with the PSP rules, the award lapsed at that date.

These awards are based on 50% relative total shareholder return (TSR) against a bespoke group of retail comparators, 25% on EPS performance and 25% on return on capital employed (ROCE).

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The bespoke group of companies include AO World, B&M European Value Retail, Card Factory, Dixons Carphone, Dunelm Group, Halfords Group, JD Sports Fashion, Marks & Spencer Group, Mothercare, Next, Pets At Home Group, Sports Direct International and WH Smith.

For the relative TSR measure, 25% vests for achieving median performance against the bespoke group with 100% vesting for the upper-quartile performance.

For the EPS element, we set absolute EPS targets for EPS performance for FY2020 to ensure a clear focus on achieving this goal. The EPS targets are as follows:

Entry (25% vesting) Target (50% vesting)

Maximum (100% vesting)

5.8p 6.3p 8.2p

Target performance was set to be aligned with market consensus for our performance for FY2020 at the time the targets were set. The maximum target was set to be significantly in excess of market expectations and the Committee believes that if this is achieved it will represent exceptional performance in a challenging market.

The November 2017 PSP awards are based on ROCE for FY2020. The ROCE targets are as follows:

Entry (25% vesting) Target (50% vesting) Maximum (100% vesting)

10.7% 10.9% 11.8%

For the purpose of defining ROCE, capital employed will include a capitalised value of future store rental payments at an eight times multiple and profitability items on a pre-rental basis.

In order for the PSP award to vest, the Committee must also be satisfied that the underlying financial performance of the Company over the performance period is sufficient to justify the vesting of the award.

Shareholding guidelines In order to align the interests of executive directors with those of shareholders and to demonstrate the executive directors’ ongoing personal financial commitment to the business, executive directors are expected to build and maintain a holding of Debenhams shares as follows:

CEO – shareholding to equal 200% of base salary.

CFO – shareholding to equal 150% of base salary.

Executives are generally expected to retain 50% of any post-tax shares that vest under any share incentive plans until this shareholding is reached.

Directors’ shareholdings and share interests (audited) The value of the directors’ current shareholding shown in the table below has been calculated using the three month average closing share price to 1 September 2018 of 14.76p.

Ordinary shares held at

25 October 2018

Ordinary shares held at

1 September 2018

Ordinary shares held at

2 September 2017

Unvested awards

subject to performance

Unvested options

subject to performance

Vested options

not exercised

Awards lapsed

Shareholding requirement

Shareholding held at

1 September 2018

Requirement met?

Sergio Bucher – CEO 356,617 356,617 187,617 5,347,602 – – – £1,400,000 £52,637 No

Matt Smith1 – CFO 97,465 97,465 97,465 – – – 3,370,141 £658,800 £14,386 No

1 Matt Smith stepped down from the board on 31 August 2018 and, in accordance with the Rules of the PSP Performance Share Plan, all of his awards lapsed on his leave date.

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Scheme interests (audited) Performance Share Plan

Director Date of award

Number of shares

held at 3 September

2017

Shares awarded

during the year

Shares lapsed

during the year

Shares exercised

during the year

Number of shares held at

1 September 2018

Market value on date of award

Market value on date of

exercise

Earliest date of vesting

Expiry date of vesting period

Sergio Bucher

31 May 2017

2,794,411 – – – 2,794,411 50.1p – 31.5.20 30.11.20

3 November 20171

– 2,553,191 – – 2,553,191 41.125p – 3.11.20 3.5.21

Matt Smith

1 May 20152

900,900 – 900,900 – – 88.8p – 1.5.18 1.10.18

3 November 20152

566,406 – 566,406 – – 89.6p – 3.11.18 3.5.19

31 May 20172

834,872 – 834,872 – – 50.1p – 31.5.20 30.11.20

3 November 20171,2

– 1,067,963 1,067,963 – – 41.125p – 3.11.20 3.5.21

1 The awards granted on 3 November 2017 are subject to 50% relative TSR, 25% EPS and 25% ROCE. Performance targets for awards granted in FY2018 are outlined on pages 65 and 66.

2 Matt Smith stepped down from the board on 31 August 2018 and, in accordance with the Rules of the PSP Performance Share Plan, all of his awards lapsed on his leave date.

Update on performance against strategic measures for “in-flight” PSP awards The measures and performance targets for awards granted in November 2015 and May 2016 are disclosed on page 65 of the report. These targets were not met and the awards will lapse.

For awards granted in May 2017, 70% is based on EPS performance and 30% on four strategic measures which were as follows: beauty gross transaction value, food gross transaction value, mobile gross transaction value and online cost per unit improvement.

The Committee set stretching targets and these were not disclosed at the time of the awards as they were considered to be commercially sensitive. We are now two years into the performance cycle and currently some of the metrics are tracking to vest. Vesting will be determined based on performance in FY2017, FY2018 and FY2019.

Performance targets for May 2017 awards 70% of the PSP awards granted in May 2017 is based on EPS performance and 30% is subject to the following strategic objectives which are themselves subject to a meeting a ROCE underpin:

Measure Benefits Metric

Four strategic objectives (each objective equal to 7.5% of award)

Grow market-leading position in Premium Beauty

Beauty GTV growth

Meet me @ Debenhams – step change food and drink offer instore

Food GTV growth

Mobile @ Everywhere – re platform and harness the power of mobile to unify across all channels

Mobile GTV

Accelerated warehouse automation Online cost per unit improvement

The strategic objectives are considered by the board to be market sensitive and therefore will be disclosed in full, along with actual performance against targets, at the time of vesting.

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The EPS targets for May 2017 awards are as follows:

Entry (25% vesting) Target (50% vesting) Maximum (100% vesting)

5.6p 6.0p 8.0p

Payments to past directors (audited) As set out in last year’s report, Suzanne Harlow stepped down from the board and left the business on 20 October 2017 following 23 years’ service. Suzanne Harlow’s remuneration terms in relation to her departure were in line with her service agreement and the remuneration policy as approved by shareholders in December 2014 and were as follows:

• Suzanne Harlow was made a payment in lieu of notice comprising 12 months’ salary and benefits (£418,271). She also received £30,000 in respect of her statutory rights in connection with her departure

• Outplacement support in the amount of £54,000 (inclusive of VAT), and up to £15,000 (plus VAT) in respect of legal fees incurred in connection with her departure may also be paid

• Suzanne Harlow was treated as a good leaver for the purpose of the Performance Share Plan. The awards are pro-rated to reflect service from the respective grant dates to 20 October 2017 and remain subject to meeting the relevant performance targets. As noted, on page 65, November 2015 PSP awards will not vest

• Suzanne is also eligible to receive her staff discount for two years from leaving

Payments for loss of office (audited) No payments were made for loss of office during the year.

Leaving arrangements for Matt Smith Matt Smith announced his intention to leave the business in April 2018 and stepped down from the board on 31 August 2018. Matt Smith received his salary, benefits and pension until the date of leaving. He will not receive a bonus for FY2018 and his outstanding Performance Share Plan awards lapsed on the date he left. No other payments were made in connection with his departure.

Executive director service contracts

Notice period 12 months’ notice by the Company or by the executive director

Sergio Bucher entered into his service agreement on 25 May 2016

Matt Smith entered into his service agreement on 25 July 2014 and it terminated on 31 August 2018

Rachel Osborne entered into her service agreement on 19 August 2018

Expiry date All are rolling contracts with no expiry date

External appointments for executive directors Executive directors may undertake external directorships with the consent of the board. Any proposed external directorships are considered by the Nomination Committee to ensure that they do not cause a conflict of interest. Matt Smith was appointed a director of blow LTD on 12 September 2017 and resigned on 31 August 2018. No fees were payable in respect of that directorship.

Total shareholder return performance graph The performance graph below shows the Company’s total shareholder return against the FTSE All-Share General Retailers Index over the period from 29 August 2009 to 1 September 2018. The FTSE All-Share General Retailers Index has been chosen as it is made up of a broad spectrum of retail competitors (including major general retail listed comparators) in the principal product areas in which the Company trades.

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150

200

250

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Historical Chief Executive Officer pay The table below sets out details of the CEO’s pay for the current year and the previous eight years and the payout of incentive awards as a proportion of the maximum opportunity for each period. The CEO’s pay is calculated as per the single figure of remuneration shown on page 64.

FY2010 FY2011 FY2012 FY2013 FY2014 FY2015 FY2016 FY2017 FY2018

Single figure of total remuneration £1,477,607 £1,044,515 £1,288,857 £754,396 £990,959 £986,323 £690,530 £898,9481 £972,763

Annual variable element award rates against maximum opportunity 100% 33.3% 40% 0% 0% 0% 0% 0% 0%

Long-term incentive vesting rates against maximum opportunity N/A N/A

PSP: 32% ESOP: 100% N/A 22% 17% N/A2 N/A3 0%

1 This figure excludes a cash payment of £445,184 made to Sergio Bucher to compensate him for remuneration foregone at his previous employer. Including this buyout gives a total single figure for the year of £1,344,132.

2 No PSP award was granted in FY2016. 3 Sergio Bucher was not in the role of CEO during FY2014 and therefore did not receive a PSP award.

The CEO for FY2010 and FY2011 was Rob Templeman. Michael Sharp was CEO from the start of FY2012 to 24 June 2016. For the remainder of 2016 and for the period from 4 September 2016 to 16 October 2016, Matt Smith and Suzanne Harlow shared the CEO responsibilities. Their pay for those additional responsibilities has not been included in this analysis as they were acting in a temporary capacity. Sergio Bucher was appointed CEO on 17 October 2016.

Percentage change in remuneration of the CEO The change in remuneration from FY2017 to FY2018 of the CEO and the Group’s UK employee population is shown below. This group has been chosen as the comparator group as the majority of Debenhams employees are based in the UK.

CEO UK employees (average full time equivalent)

Base salary 0% 1.2%

Benefits 14% 16.7%

Bonus 0% 0%

The CEO did not receive a salary increase or bonus during FY2018.

There have been no changes to Sergio’s benefit package during FY2018. Sergio joined the business part way through FY2017 and therefore his benefits for this year were pro-rated. If Sergio had been in employment for the full year in FY2017 then the change in his benefits recorded in the table above would be 0% rather than the 14% shown.

As part of the terms of Sergio Bucher’s appointment, for the first two years of his employment Sergio is provided with a housing allowance and reasonable relocation expenses which were paid in FY2017. The expenses relating to Sergio’s relocation paid in FY2017 have not been included in this analysis.

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Relative importance of spend on pay The chart below sets out the amounts paid in FY2017 and FY2018 in respect of the remuneration of all employees and dividends to shareholders.

0

100

200

300

400

500

2017-18

Profit before tax£m Distributions by way of dividends in respect of the year

Overall expenditure on remuneration for all employees

2016-17 2017-18 2016-172017-18 2016-17

-65% -15%

-4%

The Debenhams Retail Employee Trust 2004 The Debenhams Retail Employee Trust 2004 (“the Trust“) currently holds 1,222,274 shares in the Company. Any shares allocated under the Debenhams 2008 Share Incentive Plan (a plan for employees below board level) are held by the Trust. Dividends arising on the shares held in the Trust are waived on the recommendation of the Company.

Funding of share schemes It is the Company’s current intention to satisfy any future requirements of its share schemes in a method best suited to the interests of the Company, either by utilising shares held as treasury shares, acquiring shares in the market or issuing new shares. Where the awards are satisfied by newly issued shares or treasury shares, the Company will comply with Investment Association guidelines on shareholder dilution.

Current levels of shareholder dilution are FY2018: 2.39% (FY2017: 2.03%) of share capital.

Implementation of the policy for FY2019 The following summarises how the policy will be implemented for FY2019:

Operation and opportunity Performance measures Changes

Salary CEO – £700,000 CFO – £439,000

N/A • Salaries will not be increased with effect from 1 November 2018

• The next review will be on 1 November 2019

Pension Cash pension allowance CEO – 20% of salary CFO – 15% of salary

• No changes

Benefits The CEO receives a benefits allowance of £18,376 and the CFO receives a car allowance of £17,850 and medical insurance. In addition to these allowances, executives receive life assurance and an annual health assessment

• No changes

Annual bonus

Paid in cash following year end Malus and clawback provisions apply Maximum opportunity: CEO – 100% of salary CFO – 100% of salary

100% based on underlying PBT performance

• To ensure a clear focus on profit performance, annual bonus measures have been changed from 80% based on PBT and 20% based on NPS performance to 100% based on PBT

PSP Award of shares which vest based on performance over a three year period Malus and clawback provisions apply Maximum opportunity: CEO – 100% of salary (reduced from 150%) CFO – 67% of salary (reduced from 100%)

50% relative TSR compared to a bespoke peer group of retail companies, 25% EPS, 25% ROCE. 25% of the award vests for threshold performance

• In light of the new Code and evolving market practice, the Committee has decided, however, to introduce a post-vesting holding period for PSP awards granted from November 2018 onwards

• Executive directors will be required to hold half of any vested PSP shares for a further year from vesting (ie four years in total) and they will be required to hold the remaining half for two years from vesting (ie five years in total)

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The Committee very carefully considered the level of PSP award that should be granted to executive directors in November 2018 in light of the fall in share price since awards were last granted. The Committee decided to reduce PSP awards by one third. The 2018 PSP award to the CEO will therefore be 100% of base salary rather than 150% of salary and the award to the CFO will be 67% of base salary rather than 100% of salary. The Committee believes these reduced awards strike an appropriate balance between addressing the share price fall and guarding against the potential for windfall gains and the need to motivate management to deliver our long-term plans in a challenging environment.

FY2019 PSP performance measures PSP awards to be granted in FY2019 will be subject to performance conditions with 50% of the award keyed off relative TSR compared to a bespoke peer group of retail companies, 25% of the award keyed off EPS performance and 25% keyed off ROCE performance.

For the relative TSR measures, 25% vests for achieving median performance against the peer group, with 100% vesting for upper-quartile performance.

The peer group includes the following companies: AO World; B&M European Value Retail; Card Factory; Dixons Carphone; Dunelm Group; Halfords Group; JD Sports Fashion; Marks & Spencer Group; Mothercare; Next; Pets At Home Group; Sports Direct International; and WH Smith.

EPS targets are as follows:

Entry (25% vesting) Target (50% vesting) Maximum (100% vesting)

2.7p 3.5p 4.3p

Entry level vesting has been set to be aligned with market consensus for our performance for FY2021. The maximum target has been set to be significantly in excess of market expectations and the Committee believes that if this is achieved, it will represent exceptional performance in a challenging market.

ROCE targets are as follows:

Entry (25% vesting) Target (50% vesting) Maximum (100% vesting)

11.1% 11.6% 12.0%

In order for the award to vest, the Committee must also be satisfied that the underlying financial performance of the Company over the performance period is sufficient to justify the vesting of the award.

For the purpose of defining ROCE, capital employed will include a capitalised value of future store rental payments at an eight times multiple and profitability items on a pre-rental basis.

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Summary remuneration policy for non-executive directors

Element Key features/operation Implementation for FY2019

Fees Our non-executive director fees policy is to pay a basic fee for membership of the board and additional fees for the Senior Independent Director, chairmanship of a committee and membership of a committee to take into account the additional responsibilities and time commitment of these roles. The Chairman is paid an all-inclusive fee.

Fees for the year are: Basic fee – £40,000 Senior Independent Director – £10,000 Committee chairmanship fee (Audit and Remuneration) – £10,000 Committee membership fee (per committee) – £2,500 The non-executive Chairman’s fee is £200,000 Effective from 1 August 2018, David Adams also received an additional £10,000 per month in relation to the review of the capital structure of the business during the period before the appointment of Rachel Osborne as CFO. This arrangement was for a period of three months and therefore expired in November 2018.

Benefits and expenses Reasonable costs in relation to travel and accommodation for business purposes are reimbursed to the Chairman and non- executive directors. The Company may meet any tax liabilities that may arise on such expenses. The Chairman and non-executive directors are eligible for a staff discount and an annual health assessment.

Terms and conditions for the Chairman and non-executive directors The Chairman’s appointment may be terminated by the Company in accordance with the Company’s Articles of Association and the Companies Act 2006 or upon the Chairman’s resignation. In the event that the Chairman’s appointment is terminated early, there will be no payment for loss of office or for the unexpired appointment term. The Chairman is permitted to hold other directorships provided that any such appointment does not interfere with his position at the Company.

The non-executive directors have letters of appointment from the Company covering matters such as duties, time commitment, fees and other business interests. The non-executive directors are appointed for an initial three years which may be extended for further terms of three years by mutual agreement. Non-executive director appointments may be terminated by the Company in accordance with the Company’s Articles of Association and the Companies Act 2006 or upon the director’s resignation. In the event that a non-executive director’s appointment is terminated early, there will be no payment for loss of office or for the unexpired appointment term.

The following summarises when the current non-executives were appointed and the end of their current contract.

Name Date of appointment Contract end date

Sir Ian Cheshire 14 January 2016 Appointed for a term of three years ending on 13 January 2019

Terry Duddy 10 April 2015 Contract renewed for a further three years at the end of his initial term. The end date for his current contract is 9 April 2021

David Adams 19 October 2017 Appointed for a term of three years ending on 18 October 2020

Peter Fitzgerald 4 October 2012 Having served two three year terms, Peter Fitzgerald stepped down from the board on 24 October 2018

Stephen Ingham 8 January 2013 Contract renewed for a further three years at the end of his initial term. The end date for his current contract is 7 January 2019

Nicky Kinnaird 15 November 2016 Appointed for a term of three years ending on 14 November 2019

Lisa Myers 6 September 2016 Appointed for a term of three years ending on 5 September 2019

All appointments are subject to the Company’s Articles of Association and annual re-election by shareholders.

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What did non-executive directors earn in respect of FY2018 (audited) and FY2017 (audited) The table below sets out the fees payable to each director not performing an executive function in respect of FY2018 and FY2017.

2018 2017

Fees Benefits Total Fees Benefits Total

Sir Ian Cheshire

Non-executive Chairman, chairman of Nomination Committee, member of Remuneration Committee

£200,000 – £200,000 £200,000 – £200,000

Terry Duddy

Senior Independent Director and member of Remuneration, Audit and Nomination committees

£57,500 – £57,500 £57,500 – £57,500

David Adams1

Chairman of Audit Committee, member of Remuneration and Nomination committees

£54,247 – £54,247 – – –

Peter Fitzgerald2

Member of Audit Committee £42,500 – £42,500 £42,500 – £42,500

Stephen Ingham

Member of Remuneration Committee

£42,500 – £42,500 £42,500 – £42,500

Nicky Kinnaird3

Chair of the Remuneration Committee

£40,833 – £40,833 £31,846 – £31,846

Lisa Myers

Non-executive Director and Member of Audit Committee

£42,500 – £42,500 £42,064 – £42,064

1 David Adams joined the Company on 19 October 2017 and became chairman of the Audit Committee on 12 January 2018 further to Mark Rolfe stepping down from the Company on 11 January 2018. Prior to the appointment of Rachel Osborne as CFO, David Adams was asked to support the Company by undertaking a review of the capital structure of the business. Due to the significant additional time commitment this required, it was agreed that David would receive an additional fee of £10,000 per month, effective from 1 August 2018. This arrangement was for a period of three months and therefore expired in November 2018.

2 Peter Fitzgerald stepped down from the board on 24 October 2018 having served six years on the board. 3 Nicky Kinnaird took over chairmanship of the Remuneration Committee on 1 August 2018 further to Martina King stepping down from the

Company on 31 July 2018.

Former Director (audited) 2018 2017

Fees Benefits Total Fees Benefits Total

Martina King1

Chairman of the Remuneration Committee, member of the Audit and Nomination Committees

£50,417 – £50,417 £62,500 – £62,500

Mark Rolfe2

Chairman of the Audit and a member of the Nomination and Remuneration Committees

£20,237 – £20,237 £55,000 – £55,000

1 Martina King stepped down from the board on 31 July 2018. 2 Mark Rolfe stepped down from the board on 11 January 2018.

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The total interests of the Chairman and non-executive directors in the share capital of the Company as at 1 September 2018 are shown below.

Director

Ordinary shares held at 3 September

2017

Ordinary shares held at 1 September

2018

Ordinary shares held at

24 October 2018

Sir Ian Cheshire 625,000 800,000 800,000

Terry Duddy 140,000 140,000 140,000

David Adams – 75,000 75,000

Peter Fitzgerald – – –

Stephen Ingham 74,557 74,557 74,557

Martina King1 10,000 10,0001 10,0001

Mark Rolfe1 30,000 30,0001 30,0001

Lisa Myers – – –

Nicky Kinnaird – – –

1 Balance of shares disclosed is as at date of resignation.

The information in the table above is audited.

Consideration of matters in relation to directors’ remuneration Remuneration Committee members during the year Nicky Kinnaird became chair of the Committee on 1 August 2018 following Martina King stepping down from the board on 31 July 2018. The other members of the Committee are Sir Ian Cheshire, David Adams, Terry Duddy and Stephen Ingham. Mark Rolfe stepped down from the board during the year on 11 January 2018.

Details of the members’ background and experience is provided within their biography on pages 44 and 45.

Director Position Number of meetings held and attended during the year (of those eligible to attend)

Nicky Kinnaird1, Committee Chair

Independent non-executive director 1/1

Sir Ian Cheshire Independent non-executive Chairman 3/3

David Adams2 Independent non-executive director 2/2

Terry Duddy Senior Independent non-executive director 3/3

Stephen Ingham Independent non-executive director 3/3

Mark Rolfe3 Independent non-executive director 2/2

Martina King Independent non-executive director 3/3

1 Nicky Kinnaird was invited to attend the meeting held in April 2018 to shadow Martina King before she assumed the role of the chair of the Remuneration Committee, effective 1 August 2018.

2 David Adams was appointed as a member of the Committee on 19 October 2017 and was therefore only able to attend the meetings scheduled subsequent to that date.

3 Mark Rolfe stepped down from the board on 11 January 2018 and was therefore only eligible to attend two of the three meetings held during FY2018.

Role of the Committee The full terms of reference for the Remuneration Committee, which are reviewed annually, are available on the Company’s website at www.debenhamsplc.com. In summary, the Committee has responsibility for determining all elements of the remuneration of the executive committee and the Company Secretary together with the provisions of their service agreements, reviewing the bonus structure for the executive committee, reviewing the appropriateness and relevance of the Company’s remuneration policy (taking into account the remuneration arrangements and levels across the Company) and administering all aspects of any share incentives in operation for senior management. The remuneration of the non-executive directors is a matter for the Company’s Chairman and the executive members of the board.

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The Committee’s main activities during the year • Approved the directors’ remuneration report for FY2018 • Reviewed performance against targets for the executive directors’ FY2018 bonuses • Reviewed the operation of the PSP, particularly the performance measures for the 3 November 2017 PSP awards • Approved a pay increase for Matt Smith, the previous CFO • Approved the executive directors’ bonus plan for FY2019 • Approved the performance conditions for the PSP awards to be granted in FY2019 • Evaluated the performance of the Committee and the remuneration consultants • Approved the departure arrangements for Suzanne Harlow and Matt Smith • Approved the recruitment arrangements for Rachel Osborne • Considered executive pay in the context of arrangements across the wider workforce • Considered remuneration arrangements for other roles within the Committee’s remit

Advisors to the Committee In performing its duties, the Committee has received advice from Deloitte LLP (“Deloitte”) which acted as external advisor to the Committee throughout the financial year, providing independent advice on directors’ remuneration and share incentives. The fees for advice provided to the Committee during the financial year were £14,400.

Deloitte is one of the founding members of the Remuneration Consulting Group. The Committee has been fully briefed on Deloitte’s compliance with the voluntary code of conduct in respect of the provision of remuneration consulting services. Deloitte provides industry and comparative employee remuneration data to Debenhams’ management. Deloitte also provided unrelated advisory services in respect of share schemes, and corporate employment and personal taxes during the year.

Deloitte was appointed by the Committee. It is the view of the Committee that the Deloitte LLP engagement partner and team that provide remuneration advice to the Committee do not have connections with Debenhams that may impair their independence. The Committee reviewed the potential for conflicts of interest and judged that there were appropriate safeguards against such conflicts.

The Committee consider that the advice received from the advisors is independent, straightforward, relevant and appropriate and that it has an appropriate level of access to them and has confidence in their advice.

The CEO, Matt Smith (the previous CFO), the HR Director and the Head of Pay & Reward have attended certain Committee meetings and provided advice to the Committee during the year. They are not in attendance when matters relating to their own compensation or contracts are discussed.

Performance evaluation of the Committee and its Advisors This year’s evaluation of the Committee and Deloitte LLP was conducted via the circulation of internal questionnaires. Full details can be found on pages 49 and 50.

Summary of shareholder voting Debenhams remains committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. In the event of a substantial vote against a resolution in relation to directors’ remuneration, Debenhams would seek to understand the reasons for any such vote and would set out in the following annual report and accounts any actions in response to it.

The following table sets out actual voting in respect of the current policy and the FY2017 annual remuneration report:

Director For Against

2017 directors remuneration policy (2018 AGM) 98.57% 1.43%

2017 annual remuneration report (2018 AGM) 98.55% 1.45%

1,851,132 and 3,266,626 votes were withheld in relation to the policy report and annual remuneration report resolutions respectively.

On behalf of the board

Nicky Kinnaird Chair, Remuneration Committee 25 October 2018

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As required by the Companies Act 2006, the directors’ report of Debenhams plc for the year ended 1 September 2018 is comprised of these pages 76 to 78 and information found in the following sections of the annual report and accounts, all of which are incorporated into this report by reference.

The content of the directors’ report has been drawn up and presented in accordance with, and in reliance upon, applicable English company law and any liability of the directors is restricted to the extent prescribed by the Companies Act 2006.

Information Location in annual report

Review of the business, principal risks and uncertainties and KPIs

Business model and strategy, key performance indicators, financial review, and principal risks and uncertainties

Strategy Business model and strategy and CEO’s strategic perspective

Business model Business model and strategy in action

Future business developments

CEO’s strategic perspective

Non Financial Reporting:

• Environmental matters (including GHG emissions), employees and social, community and human rights issues

• Anti-corruption and Anti-bribery

Resources, relationships & sustainability

Employment policy for disabled persons and employee engagement throughout the workforce

Resources, relationships & sustainability

Gender diversity Nomination Committee report

PROFIT AND DIVIDENDS The total loss after tax for the financial year ended 1 September 2018 was £461.0 million (2017: profit £48.8 million). The board has decided not to declare a final dividend in order to prioritise generating cash and reducing debt. The interim dividend of 0.50 pence per share was paid on 6 July 2018.

DIRECTORS The following persons were directors of the Company during the period ended 1 September 2018 and unless otherwise stated at the date of this annual report and accounts:

Sir Ian Cheshire Sergio Bucher Matt Smith (resigned 31 August 2018)

Terry Duddy David Adams (appointed 19 October 2017) Peter Fitzgerald (resigned 24 October 2018) Stephen Ingham Martina King (resigned 31 July 2018) Mark Rolfe (resigned 11 January 2018) Lisa Myers Nicky Kinnaird

The membership of the board and biographical details of the directors are given on pages 44 and 45 The business of the Company is managed by the board which exercises all the powers of the Company, subject to the provisions of the Companies Act 2006, the Company’s Articles of Association and any shareholder resolution. In accordance with the Company’s Articles of Association, the directors shall be no less than two but is not subject to any maximum number. Directors may be appointed by the Company by ordinary resolution or by the board. A director appointed by the board holds office only until the next Annual General Meeting. The Company may, by ordinary resolution, remove any director from office. The office of a director is vacated if s/he (i) resigns or retires; (ii) becomes bankrupt or makes an arrangement or composition with his or her creditors generally; (iii) becomes physically or mentally incapable of acting as a director and may remain so for more than three months, or by reason of his or her mental health a court has made an order that prevents the director from acting, and in either case, the board resolves that his or her office is vacated; (iv) has been absent for more than six consecutive months without the board’s permission from meetings of the board held during that period and his or her alternate director (if any) has not attended in his or her place during that period and the board resolves that his/her office be vacated; or (v) receives a notice signed by not less than three quarters of the other directors stating that the person should cease to be a director. Any amendments to the Company’s Articles of Association may be made in accordance with the Companies Act 2006 by way of special resolution.

In accordance with the UK Corporate Governance Code, all of our directors will retire at the forthcoming Annual General Meeting of the Company and they all offer themselves for re-election. A formal evaluation of the performance of each director and of the board has been carried out and the performance of each of them continues to be effective and demonstrates commitment to his or her role. There is more information on the evaluation and its outcome within the corporate governance report on page 49. Following the end of the year, Rachel Osborne was appointed CFO on 17 September 2018. As a result, Rachel Osborne will be offering herself for election to the board at the Annual General Meeting.

In addition to the indemnity provisions in their Articles of Association, the Company and other Group companies have entered into a direct indemnity agreement with each of the directors and certain other officers or senior employees of the Group. These indemnities constitute qualifying indemnities for the purposes of the Companies Act 2006 and remain in force at the date of approval of

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this report without any payment having been made under them. The Company also maintains directors’ and officers’ liability insurance which gives appropriate cover for any legal action brought against its directors.

No director had, during or at the end of the year, any material interest in any contract of significance in relation to the Group’s business.

MAJOR SHAREHOLDERS In accordance with Listing Rule 9.8.6(2), the following investor interests have been disclosed to the Company, as at 1 September 2018, pursuant to the Disclosure Guidance and Transparency Rules. This information was correct at the date of notification. It should be noted that these holdings may have changed since being notified to the Company. Notification of any changes is not required until the next applicable threshold is crossed.

Shareholder Number of

shares

Percentage of issued

share capital

Sports Direct International plc 364,698,818 29.70%

Brandes Investment Partners LP 151,371,716 12.33%

Schroders plc 119,889,662 9.76%

Milestone (Landmark Group) 89,183,155 7.26%

Invesco 67,238,107 5.47%

Standard Life Aberdeen 54,570,445 4.44%

The following notification(s) have been received since 1 September 2018 and up to 24 October 2018:

Shareholder Number of

shares

Percentage of issued

share capital

Brandes Investment Partners LP 150,996,594 12.29%

Schroders plc 65,073,685 5.30%

Any notifications received during the period 25 October 2018 and 4 November 2018, being one month prior to the date of the notice of Annual General Meeting will be included in the notes to that notice.

SHARE CAPITAL As at 1 September 2018, the issued share capital of the Company was 1,227,822,150 ordinary shares of 0.01 pence each and 59,041,231 ordinary shares of 0.01 pence each were held in Treasury. In addition to the shares trading on the London Stock Exchange, the Company operates a level 1 American depositary receipt programme. Each American depositary share represents four ordinary shares of 0.01p each. No shares were transferred out of treasury during the year.

At the January 2018 Annual General Meeting, shareholders authorised the Company to purchase up to 122,782,215 ordinary shares in the market. Although this authority was not utilised by the Company during the last financial year, approval will be sought from shareholders at the forthcoming Annual General Meeting to renew its authority to purchase shares in the market for a further year. This is a standard annual authority that the Company seeks and it is the Company’s present intention, should shares be bought

back, for them to be cancelled or retained in treasury pending a subsequent sale, cancellation or transfer. The directors have no present intention of exercising the authority to purchase the Company’s ordinary shares. The authority will be exercised only if the directors believe that to do so would result in an increase in earnings per share and would be likely to promote the success of the Company for the benefit of its shareholders as a whole.

VOTING RIGHTS If voting on a resolution at any general meeting of the Company is on a show of hands, every member present in person has one vote and every proxy appointed by one or more members has one vote regardless of the number of shares held by the shareholder or represented by the proxy. On a poll, every shareholder who is present in person or by proxy has one vote for every share held by that shareholder, but a shareholder or proxy entitled to more than one vote need not cast all his/her votes or cast them all the same way. No member shall be entitled to vote at any general meeting of the Company, either in person or by proxy, in respect of any share held unless all monies payable in respect of that share have been paid. There are no known arrangements which may restrict voting rights.

As at 1 September 2018, the Debenhams Retail Employee Trust 2004 (“the Trust”) holds 1,222,274 ordinary shares in the Company (0.10%). Any voting or other similar decisions relating to the shares held by the Trust would be taken by the trustees, who may take account of any recommendations of the Company.

TRANSFER OF SHARES Any member may transfer all or any of his or her certificated shares by an instrument of transfer in any usual form or in any form which the board may approve. The board may, in its absolute discretion, decline to register any instrument of transfer of a certificated share which is not a fully paid share (although not so as to prevent dealings in shares taking place on an open and proper basis). The board may also refuse to register the transfer of a certificated share where the instrument of transfer is invalid. There are no known arrangements which may restrict the transfer of shares.

SIGNIFICANT AGREEMENTS There are some agreements that take effect, alter or terminate upon a change of control of the Company following a takeover bid. Details of the significant agreements of this kind are as follows:

• The multi-currency revolving credit facility dated 25 February 2016 contains mandatory prepayment

• The terms and conditions of the 5.25% senior notes due 2021 contain a requirement for the Company to make an offer to repurchase all of the notes at a price equal to 101% of the principal amount thereof, plus any accrued unpaid interest

• The Company’s performance share plan contains provision regarding change of control. Awards under the plan may vest subject to the satisfaction of any performance conditions

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Other than the provisions of the Company’s share plans, there are no agreements providing for compensation for directors or employees on change of control. Details concerning the impact on share options and share awards held by directors or employees in the event of a change of control are set out in the remuneration policy.

POLITICAL DONATIONS There were no disclosable expenses made during the financial year which fall within the definition of a political donation under the Political Parties, Elections and Referendums Act 2000. It is the Group’s policy not to make donations to political organisations or independent election candidates or incur political expenditure.

FINANCIAL INSTRUMENTS Debenhams does not enter into financial instruments for speculative trade. Details of financial instruments entered into for underlying risks are set out in note 24 on pages 127 and 128 of the financial statements. Information regarding the Group’s financial risk management policies is set out in note 23 to the financial statements on pages 122 to 127.

EVENTS SINCE YEAR END • Rachel Osborne was appointed CFO on

17 September 2018 • Peter Fitzgerald stepped down from the board

on 24 October 2018

GOING CONCERN Having assessed the Group’s liquidity outlook on the basis of the business projections and sensitivities, the board concluded that the Group would continue to have sufficient headroom to its committed borrowing facilities to ensure it can operate as a going concern for at least the next 12 months. For this reason the board concluded it could continue to adopt the going concern basis in preparing the financial statements (see page 40 for more details).

LONG-TERM VIABILITY STATEMENT The directors have assessed the viability of Debenhams over the three year period to 28 August 2021. This period has been selected because it reflects the pace of change in retail; uncertainty surrounding the UK’s decision to exit the European Union; aligns with the Group’s plans under its Debenhams Redesigned strategy and its three year planning process; and presents the board and the readers of the annual report with a reasonable degree of confidence whilst still providing an appropriate longer-term outlook. The board is in agreement that Debenhams is a viable business and the viability statement can be found in the strategic report on page 41.

In making this statement the directors have considered the resilience of Debenhams, taking account of its current position and historical financial performance, the principal risks facing the business in severe but theoretical scenarios, and the effectiveness of any mitigating actions.

This assessment has considered the potential impacts of these risks on the business model, future performance, solvency and liquidity over the period. In assessing these impacts, the directors also considered specific supplier risks in relation to credit insurance and the potential impact that working capital may be impacted by such risks.

As noted in note 22 of the financial statements on page 121, the Group’s revolving credit facility is due to expire in June 2020 and its issued senior notes expire in June 2021. While recognising the challenging retail environment will increase the risks and costs around the future refinance of these facilities, based on current market conditions the directors believe Debenhams has the appropriate plans and mitigations in place to maximise the prospects of a successful refinance of these facilities in advance of the 2020 and 2021 expiries.

CORPORATE GOVERNANCE STATEMENT In accordance with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rule (DTR) 7.2.1, the disclosures required by DTR 7.2.2R to DTR 7.2.7 and DTR 7.2.10 are within the corporate governance report on pages 46 to 51 and risk management report on pages 30 to 34 and are therefore incorporated into this report by reference.

DISCLOSURE OF INFORMATION TO AUDITORS Each of the directors of the Company at the time when the directors’ report was approved confirms that:

a) so far as the director is aware, there is no information needed by the Company’s auditors in connection with preparing their report of which the Company’s auditors are unaware; and

b) s/he has taken all the steps that s/he ought to have taken as a director in order to make herself or himself aware of any information needed by the Company’s auditors in connection with preparing the report and to establish that the Company’s auditors are aware of that information

INDEPENDENT AUDITORS Ernst and Young LLP has indicated its willingness to be appointed auditors of the Company and a resolution dealing with their appointment as auditor of the Company will be proposed at the forthcoming Annual General Meeting.

ANNUAL GENERAL MEETING The Annual General Meeting of Debenhams plc will be held at Debenhams Head Office, 10 Brock Street, Regent’s Place, London NW1 3FG on 10 January 2019. The Notice of meeting is given, together with explanatory notes, in the booklet which accompanies this report.

The directors’ report was approved by a duly appointed and authorised committee of the board of directors on 24 October 2018 and signed on its order by:

Rosalynde Harrison Company Secretary

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S T A T E M E N T O F D I R E C T O R S ’ R E S P O N S I B I L I T I E S I N R E S P E C T O F T H E F I N A N C I A L S T A T E M E N T S

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group and Company for that period. In preparing the financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently

• state whether applicable IFRSs as adopted by the European Union have been followed for the Group financial statements and United Kingdom Accounting Standards, comprising FRS 101, have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements and the directors’ remuneration report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation.

The directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The directors consider that the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and Company’s performance, business model and strategy.

Each of the directors, whose names and functions are listed in the corporate governance section of this report confirm that, to the best of their knowledge:

• the Company financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law), give a true and fair view of the assets, liabilities, financial position and profit of the Company

• the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and

• the directors’ report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces

On behalf of the board

Sergio Bucher Chief Executive Officer 25 October 2018

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INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DEBENHAMS PLC

80 Debenhams plc Annual Report & Accounts 2018

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS Opinion In our opinion:

• Debenhams plc’s Group financial statements and Company financial statements (the “financial statements”) give a true and fair view of the state of the Group’s and of the Company’s affairs as at 1 September 2018 and of the Group’s loss and cash flows for the year then ended;

• the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union;

• the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law); and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation.

We have audited the financial statements, included within the Annual Report and Accounts (the “Annual Report”), which comprise: the consolidated and Company balance sheets as at 1 September 2018; the consolidated income statement and consolidated statement of comprehensive income, the consolidated cash flow statement and the consolidated and Company statements of changes in equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Company.

Other than those disclosed in note 6 to the financial statements, we have provided no non-audit services to the Group or the Company in the period from 3 September 2017 to 1 September 2018.

I N D E P E N D E N T A U D I T O R S ’ R E P O R T T O T H E M E M B E R S O F D E B E N H A M S P L C

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INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DEBENHAMS PLC

80 Debenhams plc Annual Report & Accounts 2018

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS Opinion In our opinion:

• Debenhams plc’s Group financial statements and Company financial statements (the “financial statements”) give a true and fair view of the state of the Group’s and of the Company’s affairs as at 1 September 2018 and of the Group’s loss and cash flows for the year then ended;

• the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union;

• the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law); and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation.

We have audited the financial statements, included within the Annual Report and Accounts (the “Annual Report”), which comprise: the consolidated and Company balance sheets as at 1 September 2018; the consolidated income statement and consolidated statement of comprehensive income, the consolidated cash flow statement and the consolidated and Company statements of changes in equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Company.

Other than those disclosed in note 6 to the financial statements, we have provided no non-audit services to the Group or the Company in the period from 3 September 2017 to 1 September 2018.

81 Debenhams plc Annual Report & Accounts 2018

Our audit approach Overview

• Overall Group materiality: £4.1 million (2017: £4.8 million), based on 5% of three year average profit before tax and exceptional items.

• Overall Company materiality: £3.8 million (2017: £4.8 million), based on 5% of profit before tax and exceptional items.

• Debenhams plc consists two operating segments – UK and International. Within these two operating segments there are eight reporting units (excluding dormant entities), of which five are considered to be financially significant to the Group.

• We performed full scope audits on the five significant reporting units (Debenhams Retail plc, Debenhams Properties Limited, Debenhams (Retail) Ireland Limited, Debenhams plc, and Aktieselskabet Th. Wessel & Vett Magasin Du Nord (“Magasin du Nord”)).

• The entities where we performed full scope audits accounted for 100% of retail revenue and profit before tax and exceptional items.

• Ability of the Group to continue as a going concern (Group and Company). • Goodwill and store asset impairment assessment (Group and Company). • Risk of fraud in revenue recognition in relation to manual adjustments posted

to revenue and the cut-off of wholesale invoicing to franchises (Group). • Inventory valuation using the retail method and provisioning for out of season

inventory (Group). • Defined benefit pension plans (Group). • Exceptional items (Group).

The scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.

We gained an understanding of the legal and regulatory framework applicable to the Group and the industry in which it operates, and considered the risk of acts by the Group which were contrary to applicable laws and regulations, including fraud. We designed audit procedures at Group and significant component level to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. We focused on laws and regulations that could give rise to a material misstatement in the Group and Company financial statements, including, but not limited to, Companies Act 2006, the Listing Rules and UK tax legislation. Our tests included, but were not limited to, review of the financial statement disclosures to underlying supporting documentation, review of correspondence with legal advisors, enquiries of management, review of significant component auditors’ work and review of internal audit reports in so far as they related to the financial statements. There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

We found the risk of fraud in revenue recognition to be a key audit matter and this is discussed further below. As in all of our audits we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

Key audit matters Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit.

Audit scope

Key audit matters

Materiality

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INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DEBENHAMS PLC

CONTINUED

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Key audit matter How our audit addressed the key audit matter Ability of the Group to continue as a going concern Refer to Note 2 to the financial statements for the directors’ assessment of going concern, note 5 for the directors’ disclosures for the critical accounting estimates and judgements and page 56 for the views of the Audit Committee.

During the year ended 1 September 2018, the Group made a loss after tax and exceptional items of £461.0 million and as a reaction to trading updates, saw a reduction in the cover offered by credit insurers to its suppliers.

The directors performed a going concern assessment, based on their latest budgets and forecasts, and taking into account the Group’s current facilities (£200 million bond and £320 million RCF) and covenants included within those facilities.

The directors’ assessment included a number of downside trading and working capital sensitivities and identified mitigating actions that could be taken to reduce cash expenditure if necessary. The directors concluded that it was appropriate to prepare the financial statements on a going concern basis.

We considered this to be a key audit matter because of the significant loss in the year, the overall net liabilities position at the year end and the potential impact on the Group’s liquidity and covenant compliance of further downside risks applied to management’s forecasts.

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We examined the Group’s trading and cash flow forecast for the 18 month period to 29 February 2020 and agreed that this was based on the latest board approved budget.

The forecast included key assumptions in relation to future sales performance in each part of the business, capital expenditure, working capital movements and cost savings. The forecasts were used to assess the liquidity available to the Group and the performance against the covenants included with the facilities.

We tested the key assumptions in the forecast. For sales forecasts, we compared them to historic performance and market forecasts and examined the initiatives developed by the directors to drive sales.

We agreed the capital expenditure and cost savings to detailed plans and assumptions.

We considered the working capital assumptions in light of historic and recent working capital movements.

We also tested the mathematical accuracy of the forecast and managements’ calculations of forecast covenant compliance.

We held discussions with the directors and management to understand the nature of the downside risks modelled in their going concern assessment, and considered whether further risks should be applied to the forecasts. In particular, we focused on the trading sensitivities of like for like sales growth and the working capital sensitivities of worsening supplier credit.

We used our understanding of the Group and industry to assess the possibility of such risks arising and their potential impact.

In addition to assessing managements’ downside scenarios, we considered what further sensitivities (modelled by management) would need to be applied to result in a breach of covenants, or a lack of funds to pay debts as they fall due.

We examined documentation supporting the mitigating actions identified by management that could be taken to reduce cash expenditure should downside risks arise.

We evaluated the adequacy of the directors’ disclosure of their basis for determining that the going concern basis of preparation of the financial statements is appropriate.

Our conclusion in respect of going concern is set out on page 87.

Goodwill, store asset and company investment impairment assessment Refer to note 5 to the financial statements for the directors’ disclosures of the critical accounting estimates and judgements related to the goodwill impairment assessment, notes 14 and 15 for further details on the

We tested that the impairment models used by management for goodwill, store impairment, onerous lease provisions and Company investment impairment were mathematically correct with no issues noted. We challenged the directors

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Key audit matter How our audit addressed the key audit matter Ability of the Group to continue as a going concern Refer to Note 2 to the financial statements for the directors’ assessment of going concern, note 5 for the directors’ disclosures for the critical accounting estimates and judgements and page 56 for the views of the Audit Committee.

During the year ended 1 September 2018, the Group made a loss after tax and exceptional items of £461.0 million and as a reaction to trading updates, saw a reduction in the cover offered by credit insurers to its suppliers.

The directors performed a going concern assessment, based on their latest budgets and forecasts, and taking into account the Group’s current facilities (£200 million bond and £320 million RCF) and covenants included within those facilities.

The directors’ assessment included a number of downside trading and working capital sensitivities and identified mitigating actions that could be taken to reduce cash expenditure if necessary. The directors concluded that it was appropriate to prepare the financial statements on a going concern basis.

We considered this to be a key audit matter because of the significant loss in the year, the overall net liabilities position at the year end and the potential impact on the Group’s liquidity and covenant compliance of further downside risks applied to management’s forecasts.

Group and Company

We examined the Group’s trading and cash flow forecast for the 18 month period to 29 February 2020 and agreed that this was based on the latest board approved budget.

The forecast included key assumptions in relation to future sales performance in each part of the business, capital expenditure, working capital movements and cost savings. The forecasts were used to assess the liquidity available to the Group and the performance against the covenants included with the facilities.

We tested the key assumptions in the forecast. For sales forecasts, we compared them to historic performance and market forecasts and examined the initiatives developed by the directors to drive sales.

We agreed the capital expenditure and cost savings to detailed plans and assumptions.

We considered the working capital assumptions in light of historic and recent working capital movements.

We also tested the mathematical accuracy of the forecast and managements’ calculations of forecast covenant compliance.

We held discussions with the directors and management to understand the nature of the downside risks modelled in their going concern assessment, and considered whether further risks should be applied to the forecasts. In particular, we focused on the trading sensitivities of like for like sales growth and the working capital sensitivities of worsening supplier credit.

We used our understanding of the Group and industry to assess the possibility of such risks arising and their potential impact.

In addition to assessing managements’ downside scenarios, we considered what further sensitivities (modelled by management) would need to be applied to result in a breach of covenants, or a lack of funds to pay debts as they fall due.

We examined documentation supporting the mitigating actions identified by management that could be taken to reduce cash expenditure should downside risks arise.

We evaluated the adequacy of the directors’ disclosure of their basis for determining that the going concern basis of preparation of the financial statements is appropriate.

Our conclusion in respect of going concern is set out on page 87.

Goodwill, store asset and company investment impairment assessment Refer to note 5 to the financial statements for the directors’ disclosures of the critical accounting estimates and judgements related to the goodwill impairment assessment, notes 14 and 15 for further details on the

We tested that the impairment models used by management for goodwill, store impairment, onerous lease provisions and Company investment impairment were mathematically correct with no issues noted. We challenged the directors

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Key audit matter How our audit addressed the key audit matter impairment assessment and note 1 to the Company financial statements for the directors’ disclosures of the critical accounting estimates and judgements related to the carrying value of the Company investment in the Group. Also see page 56 for the views of the Audit Committee.

The UK retail market continues to evolve rapidly, with customers’ purchasing habits adapting to include online offerings and other convenience options, and there is a risk that this could impact the recoverable value of assets used within the store portfolio.

Management considers each store to be a cash-generating unit (“CGU”) and has performed a discounted cash flow impairment assessment at CGU level to ensure that the store assets are supported by its expected future cash flows. We focused on this area because of the recent performance of the Group, the retail market in the UK and Denmark, the significant carrying value of store assets within the Group and the judgement used in management’s impairment assessment including assumptions over future growth rates and discount rate. Where stores are fully impaired and there is further risk of the lease contracts being onerous, management have recognised an onerous lease provision of £61.7 million in the year. This reflects the fact that the cost of keeping these stores open outweighs the forecast future benefits.

This risk is relevant to Debenhams Retail plc, Debenhams Properties Limited, Debenhams Retail (Ireland) Limited and Magasin du Nord as these are the only entities that have store assets.

The Group balance sheet also includes £517.3 million of goodwill which relates primarily to the acquisition in December 2003 of the Debenhams Group by Debenhams plc. Management’s assessment of the store portfolio as detailed above is used to form the basis of the goodwill impairment review and is therefore subject to the same assumptions as the store impairment review above. We focused on this area due to the changes noted in the retail market as detailed above, the recent performance of the Group, the significant carrying value of the goodwill balance and the judgement used in management’s impairment assessment including assumptions over future growth rates and discount rate.

This risk is relevant to Debenhams Retail plc and Debenhams Retail (Ireland) Limited as these are the only entities with goodwill included on their balance sheet.

The Company balance sheet includes £1,918.4 million investment in the Group. Given the factors set out above, this is also an area of heightened risk of impairment given the performance of the Group. This risk is only relevant to Debenhams plc.

Group and Company

on the inputs into their impairment assessment calculations, including:

• short-term sales growth rates (from -6% to 3%), are driven by the implementation of the new Debenhams Redesigned strategy and their view of the outlook for the UK retail market. We have agreed the growth rates to management’s five year plan and assessed the components of that five year plan. The growth rates used are in line with the five year plan;

• long-term EBITDA growth rate of 0%, by comparing this to historical results, and economic and industry forecasts and note that the rates used in management’s calculations were in line with this data; and

• the discount rate (post tax rate of 7.22%), by assessing the cost of capital for the Group and comparable organisations, forming a view of risk premiums as appropriate. We also benchmarked the rate used against other comparable retailers. Having performed this assessment we believe this is an appropriate discount rate.

We agreed the impairment charge recognised regarding store assets of £55.8 million, the onerous lease charge of £61.7 million (where the value in use of a store fell below zero) and the impairment charge regarding goodwill of £302.1 million to management’s impairment assessment and challenged these assumptions used. We agreed the impairment charge recognised in relation to the Company investment to managements’ assessment.

We also reviewed the calculations for the value in use of stores that had not been impaired to ensure that the impairment charge was complete. For marginal stores, not impaired, we challenged management and understood their argument for the carrying value of store assets and agreed that the carrying value was appropriate. We also performed sensitivity analysis on the assumptions including the short- term growth rates and discount rates as these are the key assumptions in the impairment model and noted that whilst the calculations are most sensitive to changes in short-term growth rates, there is sufficient headroom for this not to result in further impairments being required to store assets when using the sensitivities we applied.

In addition, we agreed that the impact that the key sensitivities would have on the remaining goodwill balance were appropriately disclosed in note 14 to the financial statements. We found, based on our audit work, that the key assumptions used by management were supportable.

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Key audit matter How our audit addressed the key audit matter Risk of fraud in revenue recognition in relation to manual adjustments posted to revenue and the cut-off of wholesale invoicing to franchises See note 2 to the financial statements for the directors’ disclosures of the related revenue recognition accounting policy and page 56 for the views of the Audit Committee.

The Group’s revenue relates to both retail trading and trading with franchise partners. Retail revenue comprises high volume, low value cash or credit/debit card transactions where the principal risk of fraud and manual error comes from the ability to manipulate the results through posting manual journals outside of the standard automated transaction flow and therefore not subject to the main controls over revenue.

The Group uses manual journals to post accounting adjustments including adjusting concessions sales so as to remove the element of the sale that is due to the concession partner; for deferral of revenue where sale of goods online are not yet despatched at the year end, and adjustments for staff discounts and refund provisions.

This risk is applicable to Debenhams Retail plc, Debenhams Retail (Ireland) Limited and Magasin du Nord as these are the only reporting units which generate retail revenue.

Franchise revenue comprises revenue from the sale of inventory to franchise partners for sale in overseas franchise stores and franchise fees for the use of the Debenhams brand by overseas franchise partners. The principal risk of fraud and manual error in franchise revenue comes from manual journals as noted above. There is also a risk that management could materially manipulate franchise revenue figures through forcing sales or invoicing the franchises in the incorrect period artificially inflating revenue for the current year. Franchise sales are only recognised in Debenhams Retail plc.

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For both retail and franchise revenue we agreed material manual journal entry adjustments made to revenue to supporting documentation. Our work did not identify any significant unexpected or unsupported adjustments.

In addition, for franchise revenue, we tested a sample of sales transactions back to supporting documentation such as cash receipts or purchase orders and goods despatched notes to ascertain the point at which the revenue should be recorded and to make sure it is in the correct period. Our testing noted that Debenhams is entitled to recognise sales on despatch of the goods in line with the franchise agreements, and all items tested had been despatched in advance of the year end. We also obtained confirmation of a sample of year end accounts receivable balances with no material issues noted.

Inventory valuation using the retail method and provisioning for out of season inventory Refer to page 56 (Audit Committee report) and note 5 to the financial statements for the directors’ disclosures of the critical accounting estimates and judgements related to the valuation of inventory.

The valuation of inventory in the UK and Ireland is determined using the retail method. This is an industry specific accounting method used to derive a weighted average product cost. This method relies on a number of inputs including selling price, assumed margin and quantity.

The methodology is also impacted by the timing of processing markdowns which could significantly affect gross margin. Due to differences in the systems used, inventory in

Due to the reliance management places on the various stock systems used within the Group, we evaluated the IT controls over the relevant systems and tested the internal controls over the inventory valuation process including the process of recording inventory on receipt and agreement of inventory invoices to proof of receipt and purchase orders. This work gave us assurance over the processing of the inputs into management’s margin calculations which are the basis of the inventory valuation.

We also tested interfaces between the Group’s systems to ensure that sales prices used in the valuation were consistent with those prices in the store till system. Our testing did not note any issues between systems.

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Key audit matter How our audit addressed the key audit matter Risk of fraud in revenue recognition in relation to manual adjustments posted to revenue and the cut-off of wholesale invoicing to franchises See note 2 to the financial statements for the directors’ disclosures of the related revenue recognition accounting policy and page 56 for the views of the Audit Committee.

The Group’s revenue relates to both retail trading and trading with franchise partners. Retail revenue comprises high volume, low value cash or credit/debit card transactions where the principal risk of fraud and manual error comes from the ability to manipulate the results through posting manual journals outside of the standard automated transaction flow and therefore not subject to the main controls over revenue.

The Group uses manual journals to post accounting adjustments including adjusting concessions sales so as to remove the element of the sale that is due to the concession partner; for deferral of revenue where sale of goods online are not yet despatched at the year end, and adjustments for staff discounts and refund provisions.

This risk is applicable to Debenhams Retail plc, Debenhams Retail (Ireland) Limited and Magasin du Nord as these are the only reporting units which generate retail revenue.

Franchise revenue comprises revenue from the sale of inventory to franchise partners for sale in overseas franchise stores and franchise fees for the use of the Debenhams brand by overseas franchise partners. The principal risk of fraud and manual error in franchise revenue comes from manual journals as noted above. There is also a risk that management could materially manipulate franchise revenue figures through forcing sales or invoicing the franchises in the incorrect period artificially inflating revenue for the current year. Franchise sales are only recognised in Debenhams Retail plc.

Group

For both retail and franchise revenue we agreed material manual journal entry adjustments made to revenue to supporting documentation. Our work did not identify any significant unexpected or unsupported adjustments.

In addition, for franchise revenue, we tested a sample of sales transactions back to supporting documentation such as cash receipts or purchase orders and goods despatched notes to ascertain the point at which the revenue should be recorded and to make sure it is in the correct period. Our testing noted that Debenhams is entitled to recognise sales on despatch of the goods in line with the franchise agreements, and all items tested had been despatched in advance of the year end. We also obtained confirmation of a sample of year end accounts receivable balances with no material issues noted.

Inventory valuation using the retail method and provisioning for out of season inventory Refer to page 56 (Audit Committee report) and note 5 to the financial statements for the directors’ disclosures of the critical accounting estimates and judgements related to the valuation of inventory.

The valuation of inventory in the UK and Ireland is determined using the retail method. This is an industry specific accounting method used to derive a weighted average product cost. This method relies on a number of inputs including selling price, assumed margin and quantity.

The methodology is also impacted by the timing of processing markdowns which could significantly affect gross margin. Due to differences in the systems used, inventory in

Due to the reliance management places on the various stock systems used within the Group, we evaluated the IT controls over the relevant systems and tested the internal controls over the inventory valuation process including the process of recording inventory on receipt and agreement of inventory invoices to proof of receipt and purchase orders. This work gave us assurance over the processing of the inputs into management’s margin calculations which are the basis of the inventory valuation.

We also tested interfaces between the Group’s systems to ensure that sales prices used in the valuation were consistent with those prices in the store till system. Our testing did not note any issues between systems.

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Key audit matter How our audit addressed the key audit matter Magasin du Nord is valued using a cost based method which is less complex and therefore this risk is not applicable to that reporting unit.

Furthermore, the ongoing pressure on consumer spending within the retail sector continues to create competition on the high street, especially in non-essential categories such as fashion. This could put pressure on the level of out of season stock identified for markdown within the Group. As such there is a risk that the realisable value of inventory will be lower than its recorded cost. This risk is relevant to Debenhams Retail plc, Debenhams Retail (Ireland) Limited and Magasin du Nord as these are the only reporting units that hold inventory.

Group

We obtained evidence over the quantities of inventory through assessing the Group’s controls by attending a sample of inventory counts at stores and distribution centres and reviewing the results of those counts not attended. No significant issues were noted regarding existence or accuracy of inventory.

We reviewed departmental level margins against the prior year margins for unusual fluctuations, with none being identified.

We assessed the level of out of season inventory at the year end, including testing management’s controls in relation to classifying inventory as current, continuity (inventory with no season) or out of season inventory. We also assessed the spend on mark downs in the month following the year-end and the level of out of season inventory at the end of this period to check the reasonableness of the judgement involved in the markdown provisions applied to the year- end inventory valuation.

Our testing noted that the controls in place were operating effectively for the purposes of our audit and no unusual patterns were noted through examining post year end markdowns.

Defined benefit pension plans Refer to note 5 to the financial statements for the directors’ disclosures on the critical accounting estimates and judgements related to the defined benefit pension plans and note 25 for detailed disclosures in relation to these plans.

The Group has two defined benefit pension plans which comprise total pension assets of £1,093.4 million and total pension liabilities of £934.0 million. The valuation of the pension liabilities requires significant levels of judgement and technical expertise in choosing appropriate assumptions. Changes in a number of the key assumptions (including inflation, discount rates, and mortality) can have a material impact on the calculation of the liability.

This risk is relevant to Debenhams Retail plc as this is the only entity which has employees in the defined benefit pension schemes.

Group

We evaluated the pension liability assumptions, including discount rates, salary increases, inflation and mortality, utilising our internal actuarial specialists. We considered and challenged the reasonableness of the actuarial assumptions comparing the discount and inflation rates used to our internally developed benchmark ranges, finding them to be within an acceptable range.

Exceptional items Refer to note 5 to the financial statements for the directors’ disclosures on the critical accounting estimates and judgements related to the exceptional items and note 7 for detailed disclosures in relation to these items.

The Group has classified £524.7 million as exceptional costs in the current period. The classification of exceptional costs includes judgements on the nature of the cost incurred and the recurrence of those costs in future years. These costs are

We evaluated the assessment of management covering the nature of the item, cause of occurrence and the scale of the impact of that item on reported performance.

We considered and challenged the consistency of the use of exceptional items, both within the single set of accounts and year on year.

Our testing noted that management were able to demonstrate the nature of the expenses were non- recurring and related to the roll out of the new strategy

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Key audit matter How our audit addressed the key audit matter attributable to the Strategic review and restructuring and Strategic warehouse restructuring.

We focused on this area because of the magnitude of the amount of costs being classified as exceptional items in the current period and the element of judgement involved in determining whether an item should be classified as an exceptional item or included within the underlying results.

This risk is relevant to Debenhams Retail plc, Magasin du Nord, Debenhams Retail (Ireland) Limited and Debenhams Properties Limited which are the only entities that have incurred exceptional items in the year.

Group

and the impairment of assets given the deterioration in trading conditions and strategic direction of the Group.

We reviewed the disclosures given in both the notes to the financial statements and in the strategic and directors’ reports to ensure the disclosure of exceptional items was sufficient for users of the accounts to understand the nature of and reasons for the costs.

How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate.

The Group is structured into two operating segments – UK and International. These operating segments consist of eight reporting units (excluding dormant entities).

Our audit approach was based on the underlying reporting units within the two operating segments. We considered there to be five financially significant reporting units – Debenhams Retail plc, Debenhams Properties Limited, Debenhams Retail (Ireland) Limited, Debenhams plc and Magasin du Nord.

The five financially significant reporting units were audited by the UK Group team with the exception of Magasin du Nord which was audited by PwC Denmark as component auditor operating under our instruction. Audit work was performed over the consolidation process, tax and going concern at a consolidated Group level.

Where the work was performed by the component auditor, we determined the level of involvement we needed to have in their audit work to be able to conclude whether sufficient audit evidence had been obtained as a basis for our opinion on the Group financial statements as a whole. As part of our year end procedures, we held detailed discussions with the Magasin du Nord component audit team including evaluation of and review of the work performed, update calls on the progress of their fieldwork and attending the clearance meeting with management.

The reporting units where we performed full scope audit work accounted for 100% of retail revenue and 100% of consolidated profit before tax and exceptional items.

Our scoping of the Company was based on the materiality of the Company and covered all material financial statement line items and related disclosure notes. All work was performed by the Group audit team.

Materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

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Key audit matter How our audit addressed the key audit matter attributable to the Strategic review and restructuring and Strategic warehouse restructuring.

We focused on this area because of the magnitude of the amount of costs being classified as exceptional items in the current period and the element of judgement involved in determining whether an item should be classified as an exceptional item or included within the underlying results.

This risk is relevant to Debenhams Retail plc, Magasin du Nord, Debenhams Retail (Ireland) Limited and Debenhams Properties Limited which are the only entities that have incurred exceptional items in the year.

Group

and the impairment of assets given the deterioration in trading conditions and strategic direction of the Group.

We reviewed the disclosures given in both the notes to the financial statements and in the strategic and directors’ reports to ensure the disclosure of exceptional items was sufficient for users of the accounts to understand the nature of and reasons for the costs.

How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate.

The Group is structured into two operating segments – UK and International. These operating segments consist of eight reporting units (excluding dormant entities).

Our audit approach was based on the underlying reporting units within the two operating segments. We considered there to be five financially significant reporting units – Debenhams Retail plc, Debenhams Properties Limited, Debenhams Retail (Ireland) Limited, Debenhams plc and Magasin du Nord.

The five financially significant reporting units were audited by the UK Group team with the exception of Magasin du Nord which was audited by PwC Denmark as component auditor operating under our instruction. Audit work was performed over the consolidation process, tax and going concern at a consolidated Group level.

Where the work was performed by the component auditor, we determined the level of involvement we needed to have in their audit work to be able to conclude whether sufficient audit evidence had been obtained as a basis for our opinion on the Group financial statements as a whole. As part of our year end procedures, we held detailed discussions with the Magasin du Nord component audit team including evaluation of and review of the work performed, update calls on the progress of their fieldwork and attending the clearance meeting with management.

The reporting units where we performed full scope audit work accounted for 100% of retail revenue and 100% of consolidated profit before tax and exceptional items.

Our scoping of the Company was based on the materiality of the Company and covered all material financial statement line items and related disclosure notes. All work was performed by the Group audit team.

Materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

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Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Group financial statements Company financial statements Overall materiality £4.1 million (2017: £4.8 million). £3.8 million (2017: £4.8 million). How we determined it 5% of three year average profit before tax

and exceptional items. 5% of profit before tax and exceptional items.

Rationale for benchmark applied

We believe that profit before tax and exceptional items is the primary measure used by the shareholders in assessing the performance of the Group, and is a generally accepted auditing benchmark. Given the volatility of the profitability of the Group in recent years, we consider a three year average to be an appropriate reflection of the trading performance.

Whilst the Company is a holding company and therefore an asset measure would be a generally accepted auditing benchmark, we have restricted the level of materiality to be lower than the level applied to the consolidated financial statements and therefore used consolidated profit before tax and exceptional items as the benchmark.

For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality allocated across components was between £2.2 million and £4.0 million. Certain components were audited to a local statutory audit materiality that was also less than our overall Group materiality.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £200,000 (Group audit) (2017: £500,000) and £200,000 (Company audit) (2017: £500,000) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

Going concern In accordance with ISAs (UK) we report as follows:

Reporting obligation Outcome We are required to report if we have anything material to add or draw attention to in respect of the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements and the directors’ identification of any material uncertainties to the Group’s and the Company’s ability to continue as a going concern over a period of at least twelve months from the date of approval of the financial statements.

We have nothing material to add or to draw attention to. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s and Company’s ability to continue as a going concern.

We are required to report if the directors’ statement relating to going concern in accordance with Listing Rule 9.8.6R (3) is materially inconsistent with our knowledge obtained in the audit.

We have nothing to report.

REPORTING ON OTHER INFORMATION The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.

With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

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Based on the responsibilities described above and our work undertaken in the course of the audit, the Companies Act 2006 (CA06), ISAs (UK) and the Listing Rules of the Financial Conduct Authority (FCA) require us also to report certain opinions and matters as described below (required by ISAs (UK) unless otherwise stated).

Strategic Report and Directors’ Report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors’ Report for the year ended 1 September 2018 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. (CA06)

In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report. (CA06)

The directors’ assessment of the prospects of the Group and of the principal risks that would threaten the solvency or liquidity of the Group We have nothing material to add or draw attention to regarding:

• The directors’ confirmation on page 31 of the Annual Report that they have carried out a robust assessment of the principal risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity.

• The disclosures in the Annual Report that describe those risks and explain how they are being managed or mitigated. • The directors’ explanation on page 41 of the Annual Report as to how they have assessed the prospects of the Group,

over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

We have nothing to report having performed a review of the directors’ statement that they have carried out a robust assessment of the principal risks facing the Group and statement in relation to the longer-term viability of the Group. Our review was substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statements; checking that the statements are in alignment with the relevant provisions of the UK Corporate Governance Code (the “Code”); and considering whether the statements are consistent with the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit. (Listing Rules)

Other Code provisions We have nothing to report in respect of our responsibility to report when:

• The statement given by the directors, on page 43, that they consider the Annual Report taken as a whole to be fair, balanced and understandable, and provides the information necessary for the members to assess the Group’s and Company’s position and performance, business model and strategy is materially inconsistent with our knowledge of the Group and Company obtained in the course of performing our audit.

• The section of the Annual Report on page 56 describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee.

The directors’ statement relating to the Company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified, under the Listing Rules, for review by the auditors.

Directors’ remuneration In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. (CA06)

Responsibilities for the financial statements and the audit Responsibilities of the directors for the financial statements As explained more fully in the Statement of Directors’ Responsibilities in Respect of the Financial Statements set out on page 79, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

I N D E P E N D E N T A U D I T O R S ’ R E P O R T T O T H E M E M B E R S O F D E B E N H A M S P L C

C O N T I N U E D

Financial statements

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INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DEBENHAMS PLC

CONTINUED

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Based on the responsibilities described above and our work undertaken in the course of the audit, the Companies Act 2006 (CA06), ISAs (UK) and the Listing Rules of the Financial Conduct Authority (FCA) require us also to report certain opinions and matters as described below (required by ISAs (UK) unless otherwise stated).

Strategic Report and Directors’ Report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors’ Report for the year ended 1 September 2018 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. (CA06)

In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report. (CA06)

The directors’ assessment of the prospects of the Group and of the principal risks that would threaten the solvency or liquidity of the Group We have nothing material to add or draw attention to regarding:

• The directors’ confirmation on page 31 of the Annual Report that they have carried out a robust assessment of the principal risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity.

• The disclosures in the Annual Report that describe those risks and explain how they are being managed or mitigated. • The directors’ explanation on page 41 of the Annual Report as to how they have assessed the prospects of the Group,

over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

We have nothing to report having performed a review of the directors’ statement that they have carried out a robust assessment of the principal risks facing the Group and statement in relation to the longer-term viability of the Group. Our review was substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statements; checking that the statements are in alignment with the relevant provisions of the UK Corporate Governance Code (the “Code”); and considering whether the statements are consistent with the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit. (Listing Rules)

Other Code provisions We have nothing to report in respect of our responsibility to report when:

• The statement given by the directors, on page 43, that they consider the Annual Report taken as a whole to be fair, balanced and understandable, and provides the information necessary for the members to assess the Group’s and Company’s position and performance, business model and strategy is materially inconsistent with our knowledge of the Group and Company obtained in the course of performing our audit.

• The section of the Annual Report on page 56 describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee.

The directors’ statement relating to the Company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified, under the Listing Rules, for review by the auditors.

Directors’ remuneration In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. (CA06)

Responsibilities for the financial statements and the audit Responsibilities of the directors for the financial statements As explained more fully in the Statement of Directors’ Responsibilities in Respect of the Financial Statements set out on page 79, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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In preparing the financial statements, the directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

OTHER REQUIRED REPORTING Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not received all the information and explanations we require for our audit; or • adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been

received from branches not visited by us; or • certain disclosures of directors’ remuneration specified by law are not made; or • the Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement

with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment Following the recommendation of the audit committee, we were appointed by the members of Debenhams plc to audit the financial statements for its first year after incorporation for the year ended 3 September 2005 and subsequent financial periods. The period of total uninterrupted engagement is 14 years, covering the years ended 3 September 2005 to 1 September 2018. As noted on page 57, this is our final year as auditors of Debenhams plc due to required rotation.

John Ellis (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 25 October 2018

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52 weeks ended 1 September 2018 52 weeks ended 2 September 2017

Note

Before exceptional

items £m

Exceptional items (note 7)

£m Total

£m

Before exceptional

items £m

Exceptional

items (note 7) £m

Total £m

Revenue 3, 4 2,277.0 – 2,277.0 2,335.0 – 2,335.0 Cost of sales (2,044.8) (217.1) (2,261.9) (2,046.1) (24.1) (2,070.2)

Gross profit 232.2 (217.1) 15.1 288.9 (24.1) 264.8 Distribution costs (133.6) (9.4) (143.0) (124.5) (10.6) (135.1) Administrative expenses (55.2) (298.2) (353.4) (56.9) (1.5) (58.4)

Operating (loss)/profit 6 43.4 (524.7) (481.3) 107.5 (36.2) 71.3

Finance income 9 2.3 – 2.3 0.1 – 0.1 Finance costs 10 (12.5) – (12.5) (12.4) – (12.4)

(Loss)/Profit before taxation 33.2 (524.7) (491.5) 95.2 (36.2) 59.0 Taxation 11 (5.3) 36.6 31.3 (17.2) 7.0 (10.2)

(Loss)/Profit for the financial year before share of associate 27.9 (488.1) (460.2) 78.0 (29.2) 48.8

Share of net profit of associate accounted for using the equity method (0.8) – (0.8) – – –

(Loss)/profit for the financial period attributable to equity holders of the Parent Company 27.1 (488.1) (461.0) 78.0 (29.2) 48.8

EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE PARENT Pence

per share Pence

per share Pence

per share Pence

per share

Basic (loss)/earnings per share 13 2.2 (37.5) 6.4 4.0 Diluted (loss)/earnings per share 13 2.2 (37.5) 6.4 4.0

CONSOLIDATED INCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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52 weeks ended 1 September 2018 52 weeks ended 2 September 2017

Note

Before exceptional

items £m

Exceptional items (note 7)

£m Total

£m

Before exceptional

items £m

Exceptional

items (note 7) £m

Total £m

Revenue 3, 4 2,277.0 – 2,277.0 2,335.0 – 2,335.0 Cost of sales (2,044.8) (217.1) (2,261.9) (2,046.1) (24.1) (2,070.2)

Gross profit 232.2 (217.1) 15.1 288.9 (24.1) 264.8 Distribution costs (133.6) (9.4) (143.0) (124.5) (10.6) (135.1) Administrative expenses (55.2) (298.2) (353.4) (56.9) (1.5) (58.4)

Operating (loss)/profit 6 43.4 (524.7) (481.3) 107.5 (36.2) 71.3

Finance income 9 2.3 – 2.3 0.1 – 0.1 Finance costs 10 (12.5) – (12.5) (12.4) – (12.4)

(Loss)/Profit before taxation 33.2 (524.7) (491.5) 95.2 (36.2) 59.0 Taxation 11 (5.3) 36.6 31.3 (17.2) 7.0 (10.2)

(Loss)/Profit for the financial year before share of associate 27.9 (488.1) (460.2) 78.0 (29.2) 48.8

Share of net profit of associate accounted for using the equity method (0.8) – (0.8) – – –

(Loss)/profit for the financial period attributable to equity holders of the Parent Company 27.1 (488.1) (461.0) 78.0 (29.2) 48.8

EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE PARENT Pence

per share Pence

per share Pence

per share Pence

per share

Basic (loss)/earnings per share 13 2.2 (37.5) 6.4 4.0 Diluted (loss)/earnings per share 13 2.2 (37.5) 6.4 4.0

CONSOLIDATED INCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

91 Debenhams plc Annual Report & Accounts 2018

Note

52 weeks ended

1 September 2018

£m

52 weeks ended

2 September 2017 £m

(Loss)/profit for the financial year (461.0) 48.8

Other comprehensive income Items that will not be reclassified to the income statement Remeasurements of pension schemes 25 71.9 76.7 Taxation relating to items that will not be reclassified 11 (14.8) (18.5)

57.1 58.2

Items that may be reclassified to the income statement Change in the valuation of available-for-sale investments 17 (0.2) (0.1) Currency translation differences:

Retranslation of overseas subsidiaries (2.8) 5.9 Foreign currency cash flow hedges:

Fair value gains 13.9 4.6 Recycled and adjusted against cost of inventory 23 2.2 (50.4)

Cash flow hedges reclassified and reported in the income statement 23 – 0.2 Taxation relating to items that may be reclassified 11 (3.5) 8.2

9.6 (31.6)

Total other comprehensive income 66.7 26.6

Total comprehensive (expense)/income for the financial year (394.3) 75.4

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

C O N S O L I D A T E D S T A T E M E N T O F   C O M P R E H E N S I V E   I N C O M E

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Note

1 September 2018

£m

Restated* 2 September

2017 £m

Assets Non-current assets Intangible assets 14 619.4 991.9 Property, plant and equipment 15 603.7 654.9 Investment in associate 16 6.7 – Available-for-sale investments 17 1.0 1.2 Derivative financial instruments 24 6.0 0.5 Trade and other receivables 19 20.4 19.3 Retirement benefit surplus 25 159.4 80.9 Deferred tax assets 26 23.2 15.3 1,439.8 1,764.0 Current assets Inventories 18 396.0 374.1 Trade and other receivables 19 81.3 82.9 Derivative financial instruments 24 8.1 4.8 Cash and cash equivalents 20 42.7 40.0 528.1 501.8 Liabilities Current liabilities Borrowings 22 (165.6) (116.4) Derivative financial instruments 24 (4.4) (12.0) Trade and other payables 21 (615.6) (579.6) Current tax liabilities (7.3) (9.8) Provisions 28 (14.1) (10.2) (807.0) (728.0) Net current liabilities (278.9) (226.2) Non-current liabilities Borrowings 22 (198.4) (199.5) Derivative financial instruments 24 (0.6) (5.3) Deferred tax liabilities 26 (51.8) (54.0) Other non-current liabilities 27 (354.4) (351.7) Provisions 28 (66.3) (9.7) (671.5) (620.2) Net assets 489.4 917.6 Equity Share capital 29 0.1 0.1 Share premium account 682.9 682.9 Merger reserve 29 1,200.9 1,200.9 Reverse acquisition reserve 29 (1,199.9) (1,199.9) Hedging reserve 29 6.4 (6.2) Other reserves 29 (6.5) (3.5) Retained earnings (194.5) 243.3

Total equity 489.4 917.6

* See note 2 for details.

The financial statements on pages 90 to 143 were approved by the board on 25 October 2018 and were signed on its behalf by:

Rachel Osborne Chief Financial Officer

CONSOLIDATED BALANCE SHEET AS AT 1 SEPTEMBER 2018

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Note

1 September 2018

£m

Restated* 2 September

2017 £m

Assets Non-current assets Intangible assets 14 619.4 991.9 Property, plant and equipment 15 603.7 654.9 Investment in associate 16 6.7 – Available-for-sale investments 17 1.0 1.2 Derivative financial instruments 24 6.0 0.5 Trade and other receivables 19 20.4 19.3 Retirement benefit surplus 25 159.4 80.9 Deferred tax assets 26 23.2 15.3 1,439.8 1,764.0 Current assets Inventories 18 396.0 374.1 Trade and other receivables 19 81.3 82.9 Derivative financial instruments 24 8.1 4.8 Cash and cash equivalents 20 42.7 40.0 528.1 501.8 Liabilities Current liabilities Borrowings 22 (165.6) (116.4) Derivative financial instruments 24 (4.4) (12.0) Trade and other payables 21 (615.6) (579.6) Current tax liabilities (7.3) (9.8) Provisions 28 (14.1) (10.2) (807.0) (728.0) Net current liabilities (278.9) (226.2) Non-current liabilities Borrowings 22 (198.4) (199.5) Derivative financial instruments 24 (0.6) (5.3) Deferred tax liabilities 26 (51.8) (54.0) Other non-current liabilities 27 (354.4) (351.7) Provisions 28 (66.3) (9.7) (671.5) (620.2) Net assets 489.4 917.6 Equity Share capital 29 0.1 0.1 Share premium account 682.9 682.9 Merger reserve 29 1,200.9 1,200.9 Reverse acquisition reserve 29 (1,199.9) (1,199.9) Hedging reserve 29 6.4 (6.2) Other reserves 29 (6.5) (3.5) Retained earnings (194.5) 243.3

Total equity 489.4 917.6

* See note 2 for details.

The financial statements on pages 90 to 143 were approved by the board on 25 October 2018 and were signed on its behalf by:

Rachel Osborne Chief Financial Officer

CONSOLIDATED BALANCE SHEET AS AT 1 SEPTEMBER 2018

93 Debenhams plc Annual Report & Accounts 2018

Note

Share capital and share premium account

£m

Merger reserve

£m

Reverse acquisition

reserve £m

Hedging reserve

£m

Other reserves

£m

Retained earnings

£m

Total equity

£m

Balance at 3 September 2016 683.0 1,200.9 (1,199.9) 31.2 (9.3) 178.0 883.9

Profit for the financial year – – – – – 48.8 48.8 Other comprehensive (expense)/income for the financial year – – – (37.4) 5.8 58.2 26.6

Total comprehensive (expense)/income for the financial year – – – (37.4) 5.8 107.0 75.4

Share-based payment charge 30 – – – – – 0.5 0.5 Taxation recognised directly in equity 11 – – – – – 0.6 0.6 Dividends paid 12 – – – – – (42.0) (42.0) Purchase of shares by Debenhams Retail Employment Trust 2004 29 – – – – – (0.8) (0.8)

Total transactions with owners – – – – – (41.7) (41.7)

Balance at 2 September 2017 683.0 1,200.9 (1,199.9) (6.2) (3.5) 243.3 917.6

Loss for the financial year – – – – – (461.0) (461.0) Other comprehensive income/(expense) for the financial year – – – 12.6 (3.0) 57.1 66.7

Total comprehensive income/(expense) for the financial year – – – 12.6 (3.0) (403.9) (394.3)

Share-based payment charge – – – – – 0.4 0.4 Dividends paid – – – – – (35.6) (35.6) Unclaimed dividends – – – – – 1.3 1.3

Total transactions with owners – – – – – (33.9) (33.9)

Balance at 1 September 2018 683.0 1,200.9 (1,199.9) 6.4 (6.5) (194.5) 489.4

For a description of other reserves see note 29.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

C O N S O L I D A T E D S T A T E M E N T O F C H A N G E S I N E Q U I T Y F O R T H E F I N A N C I A L Y E A R E N D E D 1 S E P T E M B E R 2 0 1 8

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Note

52 weeks ended

1 September 2018

£m

52 weeks ended

2 September 2017

£m

Cash flows from operating activities Cash generated from operations 32 137.5 200.4 Finance income 0.1 0.1 Finance costs (11.1) (11.2) Tax received/(paid) 1.3 (16.3)

Net cash generated from operating activities 127.8 173.0

Cash flows from investing activities Purchase of property, plant and equipment (105.3) (72.6) Purchase of intangible assets (30.7) (52.2) Proceeds from the sale of property, plant and equipment 7.1 – Investment in associate (7.5) –

Net cash used in investing activities (136.4) (124.8)

Cash flows from financing activities Drawdown/(repayment) of revolving credit facility 22 66.0 (25.0) Dividends paid 12 (35.6) (42.0) Purchase of shares by Debenhams Retail Employment Trust 2004 29 – (0.8) Finance lease payments (1.6) (1.6) Debt amendment costs (0.8) –

Net cash generated from/(used in) financing activities 28.0 (69.4)

Net increase/(decrease) in cash and cash equivalents 19.4 (21.2) Net cash and cash equivalents at beginning of financial year 19.7 40.8 Foreign exchange (losses)/gains on cash and cash equivalents (0.2) 0.1

Net cash and cash equivalents at end of financial year 33 38.9 19.7

CONSOLIDATED CASH FLOW STATEMENT FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

C O N S O L I D A T E D C A S H F L O W S T A T E M E N T F O R T H E F I N A N C I A L Y E A R E N D E D 1 S E P T E M B E R 2 0 1 8

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Note

52 weeks ended

1 September 2018

£m

52 weeks ended

2 September 2017

£m

Cash flows from operating activities Cash generated from operations 32 137.5 200.4 Finance income 0.1 0.1 Finance costs (11.1) (11.2) Tax received/(paid) 1.3 (16.3)

Net cash generated from operating activities 127.8 173.0

Cash flows from investing activities Purchase of property, plant and equipment (105.3) (72.6) Purchase of intangible assets (30.7) (52.2) Proceeds from the sale of property, plant and equipment 7.1 – Investment in associate (7.5) –

Net cash used in investing activities (136.4) (124.8)

Cash flows from financing activities Drawdown/(repayment) of revolving credit facility 22 66.0 (25.0) Dividends paid 12 (35.6) (42.0) Purchase of shares by Debenhams Retail Employment Trust 2004 29 – (0.8) Finance lease payments (1.6) (1.6) Debt amendment costs (0.8) –

Net cash generated from/(used in) financing activities 28.0 (69.4)

Net increase/(decrease) in cash and cash equivalents 19.4 (21.2) Net cash and cash equivalents at beginning of financial year 19.7 40.8 Foreign exchange (losses)/gains on cash and cash equivalents (0.2) 0.1

Net cash and cash equivalents at end of financial year 33 38.9 19.7

CONSOLIDATED CASH FLOW STATEMENT FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

95 Debenhams plc Annual Report & Accounts 2018

1 GENERAL INFORMATION Introduction Debenhams plc (“the Company”) is a public limited company incorporated and domiciled in the United Kingdom under the Companies Act 2006 (Company number 5448421). The address of the registered office is 10 Brock Street, Regent’s Place, London NW1 3FG.

The principal activity of the Company is that of a holding company. The principal activities of the Company and its subsidiaries (together “the Group” or “the Debenhams Group”) are the sale of fashion clothing and accessories, beauty and gifting products and products for use in the home. The Group trades from department stores and online in the UK, the Republic of Ireland and Denmark and has international franchise stores.

The Group prepares its financial statements for the financial year ending on the nearest Saturday to 31 August of a given calendar year.

The subsidiary and associated undertakings within the Group during the financial year ended 1 September 2018 are disclosed in note 4 to the Debenhams plc Company financial statements.

2 ACCOUNTING POLICIES The Group’s principal accounting policies, as described below, have been consistently applied to all financial years presented, unless otherwise stated.

Basis of preparation The consolidated financial statements have been prepared on the going concern basis and in accordance with International Financial Reporting Standards (IFRS) including International Accounting Standards (IAS) and IFRS Interpretations Committee (IFRS IC) interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under accounting standards as adopted for use in the EU. The consolidated financial statements for the financial years ended 1 September 2018 and 2 September 2017 have been prepared under the historical cost convention as modified by the revaluation of available-for-sale financial assets and financial assets and financial liabilities (including derivative instruments) at fair value through the income statement.

The preparation of the financial statements, in conformity with IFRS, requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Although these results are based on management’s best knowledge of the amounts, events or actions, actual results ultimately may differ from those estimates (see note 5).

Going concern As part of the board’s assessment of going concern and ongoing liquidity, forecasts were prepared for the 18 months to February 2020 in order to support the board’s conclusions of the ability of the business to continue to operate as a going concern for at least the next 12 months. These forecasts included sensitivities relating to a variety of downside trading outcomes, which recognised the uncertain UK retail environment and allowed the board to assess the level of liquidity and covenant headroom in such scenarios. In addition to these trading scenarios, given the actions of certain credit insurers in recent months, the forecasts were further sensitised for a number of extreme working capital scenarios, which while not seen to date or anticipated, reflect the theoretical impact on liquidity should the Group experience a sustained deterioration in trade associated working capital.

Having assessed the Group’s liquidity outlook on the basis of the above projections and sensitivities, the board concluded that the Group would continue to have sufficient headroom to its committed borrowing facilities to ensure it can operate as a going concern for the next 12 months. For this reason the board concluded it could continue to adopt the going concern basis in preparing the financial statements.

Alternative performance measures In reporting financial information, the Group presents alternative performance measures, “APMs”, which are not defined or specified under the requirements of IFRS and therefore may not be directly comparable with other companies’ APMs.

The Group believes that these APMs, which are not considered a substitute for or superior to IFRS measures, provide stakeholders with additional helpful information on the performance of the business. The APMs are consistent with how business performance is planned and reported within the internal management reporting to the board and executive committee. Some of the measures are also used for the purpose of setting remuneration targets.

The key APMs that the Group uses include gross transaction value; like-for-like sales movement; gross margin; operational costs; underlying profit before tax; underlying earnings per share before exceptional items; underlying EBITDA; net debt; free cash flow and return on capital employed. Each of these APMs and others used by the Group, are set out in the Glossary on pages 156 to 159 including explanations of how they are calculated and how they can be reconciled to a statutory measure where relevant.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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2 ACCOUNTING POLICIES CONTINUED Exceptional items Items which are both non-recurring and material in either size or nature are presented as exceptional items within their relevant income statement line. The separate reporting of exceptional items helps provide a better indication of underlying performance of the Group. The principal items which are included as exceptional items are costs arising from significant strategy changes that are not considered by the Group to be part of the normal operating costs of the business. These costs may include restructuring and other associated costs (only where there is a significant or wholesale restructuring programme), impairment charges and onerous lease charges. See note 7 for further details.

Basis of consolidation The financial statements comprise a consolidation of the accounts of Debenhams plc, its subsidiaries and the Group’s share of its interests in associates.

a) Subsidiaries Subsidiaries include all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

On consolidation, inter company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. On acquisition, accounting policies of the Company and its subsidiaries have been changed where these have a significant impact on the Group’s income statement or balance sheet to ensure consistency with the policies adopted by the Group.

b) Associates An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but it is not control or joint control over those policies.

The Group’s share of the results of associates is incorporated into the Group’s results using the equity method of accounting. Investments in associates are carried in the Group balance sheet at cost plus post-acquisition changes in the Group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in associates include acquired goodwill.

If the Group’s share of losses in an associate equals or exceeds its investment in the associate, the Group does not recognise further losses, unless it has incurred obligations to do so or made payments on behalf of the associate.

Revenue recognition Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of staff discounts, and is stated net of value added tax and other sales-related taxes. Revenue is also adjusted for the fair value of loyalty points awarded. Loyalty points awarded are reflected within liabilities until such time as they are redeemed.

Revenue on department store sales of goods and commission on concession and consignment sales is recognised when goods are sold to the customer and is stated at the value of the margin that the Group receives on the transaction. Retail sales are usually settled in cash or by credit or debit card. Internet sales are recognised when the goods are despatched to the customer. Revenue from gift cards and gift vouchers sold by the Group is recognised on the redemption of the gift card or gift voucher. Revenue from sales to franchisees is recognised when goods are despatched or when goods are sold to the customer depending on the terms of the franchise agreement. Revenue from franchise fees is recognised when earned.

It is the Group’s policy to sell its products to retail customers with a right of return. Accumulated experience is used to estimate and provide for such returns at the time of sale.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

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2 ACCOUNTING POLICIES CONTINUED Exceptional items Items which are both non-recurring and material in either size or nature are presented as exceptional items within their relevant income statement line. The separate reporting of exceptional items helps provide a better indication of underlying performance of the Group. The principal items which are included as exceptional items are costs arising from significant strategy changes that are not considered by the Group to be part of the normal operating costs of the business. These costs may include restructuring and other associated costs (only where there is a significant or wholesale restructuring programme), impairment charges and onerous lease charges. See note 7 for further details.

Basis of consolidation The financial statements comprise a consolidation of the accounts of Debenhams plc, its subsidiaries and the Group’s share of its interests in associates.

a) Subsidiaries Subsidiaries include all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

On consolidation, inter company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. On acquisition, accounting policies of the Company and its subsidiaries have been changed where these have a significant impact on the Group’s income statement or balance sheet to ensure consistency with the policies adopted by the Group.

b) Associates An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but it is not control or joint control over those policies.

The Group’s share of the results of associates is incorporated into the Group’s results using the equity method of accounting. Investments in associates are carried in the Group balance sheet at cost plus post-acquisition changes in the Group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in associates include acquired goodwill.

If the Group’s share of losses in an associate equals or exceeds its investment in the associate, the Group does not recognise further losses, unless it has incurred obligations to do so or made payments on behalf of the associate.

Revenue recognition Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of staff discounts, and is stated net of value added tax and other sales-related taxes. Revenue is also adjusted for the fair value of loyalty points awarded. Loyalty points awarded are reflected within liabilities until such time as they are redeemed.

Revenue on department store sales of goods and commission on concession and consignment sales is recognised when goods are sold to the customer and is stated at the value of the margin that the Group receives on the transaction. Retail sales are usually settled in cash or by credit or debit card. Internet sales are recognised when the goods are despatched to the customer. Revenue from gift cards and gift vouchers sold by the Group is recognised on the redemption of the gift card or gift voucher. Revenue from sales to franchisees is recognised when goods are despatched or when goods are sold to the customer depending on the terms of the franchise agreement. Revenue from franchise fees is recognised when earned.

It is the Group’s policy to sell its products to retail customers with a right of return. Accumulated experience is used to estimate and provide for such returns at the time of sale.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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97 Debenhams plc Annual Report & Accounts 2018

Supplier income recognition The Group receives income from its suppliers, mainly in the form of settlement discounts, volume-based rebates and marketing and advertising income. Supplier income is recognised as a deduction from cost of sales, based on the expected entitlement that has been earned up to the balance sheet date. The Group only recognises supplier income where there is documented evidence of an agreement with a supplier.

Settlement discounts are recognised on receipt of the invoice, provided that the invoice will be settled in accordance with the agreed terms. Volume-based rebates are earned based on purchase or sales triggers over specific periods, such as the number of units sold to customers or purchased from the supplier. Volume-based rebates are recognised once the Group has a contractual entitlement to the income, income can be estimated reliably and it is probable that it will be received. Marketing and advertising income includes markdown or marketing support provided by suppliers and is agreed with suppliers for specified periods and products.

A proportion of the Group’s trading terms state that income due from suppliers will be netted against amounts owing to that supplier. Any outstanding invoiced supplier income relating to these suppliers at the balance sheet date will be deducted from trade payables. Where these trading terms do not exist, the Group classifies outstanding supplier income within trade receivables. Where supplier income is earned and not invoiced to the supplier at the balance sheet date, this is classified within prepayments and accrued income.

Segmental reporting IFRS 8 “Operating Segments” requires segment information to be presented based on what is reported to the Chief Operating Decision Maker. The Group has identified the executive committee as its Chief Operating Decision Maker and has identified two operating segments: UK and International.

Interest recognition Finance income and finance costs are recognised in the period to which they relate using the effective interest rate method.

Dividend distribution A final dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s and Group’s financial statements in the period in which the dividend is approved by the Company’s shareholders. Interim dividends are recognised when paid.

Retirement benefit costs The Group operates various defined benefit and defined contribution schemes for its employees.

A defined benefit scheme is a pension plan that defines an amount of pension benefit that an employee will receive on retirement.

The pension scheme surplus or deficit recognised in the balance sheet represents the difference between the fair value of the plan assets and the present value of the defined benefit obligation at the balance sheet date. This surplus or deficit is actuarially calculated on an annual basis using the projected unit credit method. The income statement is charged or credited with a net interest expense which is calculated by applying the discount rate to the net defined benefit liability or asset. Administration costs of pension funds are recognised as an expense when the administration services are performed. Actuarial gains and losses are recognised immediately in the statement of comprehensive income. A retirement benefit surplus is only recognised to the extent that it is expected to be recoverable in the future.

A defined contribution scheme is a pension plan under which the Group pays fixed contributions to a separate entity. Payments to defined contribution pension schemes are charged as an expense as they fall due. Any contributions unpaid at the balance sheet date are included as an accrual as at that date. The Group has no further payment obligations once the contributions have been paid.

Share-based payments The Group issues equity-settled share-based awards to certain employees. A fair value for the equity-settled share awards is measured at the date of grant. The Group measures the fair value of each award using the Black- Scholes model where appropriate.

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2 ACCOUNTING POLICIES CONTINUED The fair value determined at the grant date is expensed on a straight line basis over the vesting period, based on the Group’s estimate of the shares that will eventually vest and adjusted for the effect of non-market vesting conditions. At each balance sheet date, the Group revises its estimates of the number of awards that are expected to vest. Non- market performance and service conditions are included in assumptions about the number of awards that are expected to vest.

The Group recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

When the awards are exercised, the Company may, if permitted, issue new shares, or utilise shares held as treasury shares or those held within the Debenhams Retail Employee Trust. The proceeds received net of any directly attributable transaction costs (for new share issues) are credited to share capital (at nominal value) and share premium when the awards are exercised.

Foreign exchange a) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in sterling, which is the Group’s presentation currency.

b) Group companies The results and financial position of all Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

Assets and liabilities are translated at the closing rate at the date of the balance sheet.

Income and expenses are translated at the average exchange rate unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transaction.

The resulting net exchange difference is recognised in other comprehensive income and accumulated as a separate component of equity.

c) Transactions and balances Transactions denominated in foreign currencies are translated into the respective functional currency at the exchange rates prevailing at the dates of the transactions.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation, at the balance sheet date exchange rate, of monetary assets and liabilities denominated in foreign currencies, are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges.

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the closing rates ruling at the balance sheet date.

Translation differences on non-monetary financial assets, such as equities classified as available-for-sale, are included in other comprehensive income and accumulated as a separate component of equity.

Foreign exchange gains and losses that relate to borrowings, cash and cash equivalents and the translation of inter company loans, are presented in the income statement within finance income or costs, with the exception of foreign exchange gains and losses that relate to inter company loans classed as permanent equity which are recognised in other comprehensive income. All other foreign exchange gains and losses are presented in the income statement within cost of sales.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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2 ACCOUNTING POLICIES CONTINUED The fair value determined at the grant date is expensed on a straight line basis over the vesting period, based on the Group’s estimate of the shares that will eventually vest and adjusted for the effect of non-market vesting conditions. At each balance sheet date, the Group revises its estimates of the number of awards that are expected to vest. Non- market performance and service conditions are included in assumptions about the number of awards that are expected to vest.

The Group recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

When the awards are exercised, the Company may, if permitted, issue new shares, or utilise shares held as treasury shares or those held within the Debenhams Retail Employee Trust. The proceeds received net of any directly attributable transaction costs (for new share issues) are credited to share capital (at nominal value) and share premium when the awards are exercised.

Foreign exchange a) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in sterling, which is the Group’s presentation currency.

b) Group companies The results and financial position of all Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

Assets and liabilities are translated at the closing rate at the date of the balance sheet.

Income and expenses are translated at the average exchange rate unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transaction.

The resulting net exchange difference is recognised in other comprehensive income and accumulated as a separate component of equity.

c) Transactions and balances Transactions denominated in foreign currencies are translated into the respective functional currency at the exchange rates prevailing at the dates of the transactions.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation, at the balance sheet date exchange rate, of monetary assets and liabilities denominated in foreign currencies, are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges.

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the closing rates ruling at the balance sheet date.

Translation differences on non-monetary financial assets, such as equities classified as available-for-sale, are included in other comprehensive income and accumulated as a separate component of equity.

Foreign exchange gains and losses that relate to borrowings, cash and cash equivalents and the translation of inter company loans, are presented in the income statement within finance income or costs, with the exception of foreign exchange gains and losses that relate to inter company loans classed as permanent equity which are recognised in other comprehensive income. All other foreign exchange gains and losses are presented in the income statement within cost of sales.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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99 Debenhams plc Annual Report & Accounts 2018

Taxation Taxation expense represents the sum of current tax and deferred tax. Taxation which relates to items recognised in other comprehensive income or equity is recognised in other comprehensive income or equity respectively.

Current tax is based on taxable profits for the financial period using tax rates that are in force during the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other financial years and it further excludes items that are never taxable or deductible.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. If deferred tax arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred tax is determined using tax rates that have been enacted or substantively enacted at the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets are recognised to the extent that it is probable that future taxable amounts will be available against which the temporary differences can be utilised.

Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversals of the temporary differences is controlled by the Group and it is probable that the temporary differences will not reverse in the foreseeable future.

Leased assets a) Finance leases Leases of assets which transfer substantially all the risks and rewards of ownership to the Group are classified as finance leases. Finance leases are classified as a financial liability and measured at amortised cost. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the asset or the present value of the minimum lease payments and depreciated over the useful economic life or the period of the lease. The resulting lease obligations are included in liabilities.

Lease payments are apportioned between finance costs and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability.

b) Operating leases All other leases are classified as operating leases. Rentals payable under operating leases, net of lease incentives, are charged to the income statement on a straight line basis over the period of the lease.

Where property lease contracts contain guaranteed fixed minimum incremental rental payments, the total committed cost is determined and is calculated and amortised on a straight line basis over the life of the lease.

Business combinations The purchase method of accounting is used to account for all business combinations.

The cost of an acquisition is measured as the fair value of the consideration given, liabilities incurred or assumed and equity instruments issued by the Group in exchange for control of the acquiree. All costs directly attributable to an acquisition are expensed to the income statement.

Identifiable assets, liabilities and contingent liabilities acquired in a business combination are initially measured at their fair values at the acquisition date. The excess of cost over the Group’s share of identifiable net assets acquired is recognised as goodwill. If, after reassessment, the cost of acquisition is less than the fair value of assets acquired, the excess is immediately recognised in the income statement.

Intangible assets a) Goodwill Goodwill on acquisition of subsidiaries represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets, liabilities and contingent liabilities of the acquired subsidiary. Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill is not amortised but tested for impairment annually, or when trigger events occur, and carried at cost less accumulated impairment losses. Any impairment is recognised immediately as an expense and is not subsequently reversed.

Goodwill also represents the goodwill for a portfolio of sites which have been allocated to cash-generating units for the purpose of impairment testing on the basis of UK and other which is the lowest level at which goodwill is monitored for internal management purposes.

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2 ACCOUNTING POLICIES CONTINUED b) Other intangible assets Other intangible assets are held at cost less accumulated amortisation and any provision for impairment.

Internally generated software costs, where it is clear that the software developed is technically feasible and will be completed and that the software generated will generate economic benefit, are capitalised as an intangible asset. Included within intangible assets are assets in the course of construction. These assets include directly attributable costs to bring the assets into use and may include capitalised borrowing costs. Amortisation is provided at the following rates per annum to write off the costs of other intangible assets, less residual value, on a straight line basis from the date on which they are brought into use:

Acquired licences and trademarks Up to 10.0% Internally generated software 10.0% to 33.3% Purchased software 10.0% to 33.3%

Impairment testing – goodwill Assets that have an indefinite useful life, for example goodwill or intangible assets not ready for use, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value-in-use. For the purposes of assessing impairment, assets are grouped by store, which is the lowest level for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that have been impaired are reviewed at each reporting date for possible reversal of the impairment.

Property, plant and equipment Property, plant and equipment is held at historical purchase cost less accumulated depreciation and any provision for impairment. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. This may include capitalised borrowing costs.

Depreciation is provided at the following rates per annum to write off the cost of property, plant and equipment, less residual value, on a straight line basis from the date on which the assets are brought into use:

Freehold land Not depreciated Freehold buildings 1.0% Long leasehold land and buildings including landlords’ fixtures and fittings

1.0% or life of lease if shorter

Short leasehold land and buildings including landlords’ fixtures and fittings

Life of lease

Vehicles, fixtures and equipment 4.0% to 33.3%

The gains and losses on disposal are determined by comparing proceeds with carrying amount. These are included in the income statement.

Included within property, plant and equipment are assets in the course of construction. These assets comprise stores which are under construction or modernisation, including costs directly attributable to bring the asset into use. Transfers to the appropriate category of property, plant and equipment are made when the store opens. No depreciation is provided on stores or other assets under construction.

Impairment testing – property, plant and equipment Assets that have an indefinite useful life are not subject to depreciation and are tested annually for impairment. Assets that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.

The recoverable amount is the higher of an asset’s fair value less costs to sell and value-in-use. For the purposes of assessing impairment, assets are grouped by store, which is the lowest level for which there are separately identifiable cash flows (cash-generating units). Non-financial assets that have been impaired are reviewed at each reporting date for possible reversal of the impairment. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount. The increased carrying amount must not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. Any reversal of an impairment loss is recognised as income immediately.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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2 ACCOUNTING POLICIES CONTINUED b) Other intangible assets Other intangible assets are held at cost less accumulated amortisation and any provision for impairment.

Internally generated software costs, where it is clear that the software developed is technically feasible and will be completed and that the software generated will generate economic benefit, are capitalised as an intangible asset. Included within intangible assets are assets in the course of construction. These assets include directly attributable costs to bring the assets into use and may include capitalised borrowing costs. Amortisation is provided at the following rates per annum to write off the costs of other intangible assets, less residual value, on a straight line basis from the date on which they are brought into use:

Acquired licences and trademarks Up to 10.0% Internally generated software 10.0% to 33.3% Purchased software 10.0% to 33.3%

Impairment testing – goodwill Assets that have an indefinite useful life, for example goodwill or intangible assets not ready for use, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value-in-use. For the purposes of assessing impairment, assets are grouped by store, which is the lowest level for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that have been impaired are reviewed at each reporting date for possible reversal of the impairment.

Property, plant and equipment Property, plant and equipment is held at historical purchase cost less accumulated depreciation and any provision for impairment. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. This may include capitalised borrowing costs.

Depreciation is provided at the following rates per annum to write off the cost of property, plant and equipment, less residual value, on a straight line basis from the date on which the assets are brought into use:

Freehold land Not depreciated Freehold buildings 1.0% Long leasehold land and buildings including landlords’ fixtures and fittings

1.0% or life of lease if shorter

Short leasehold land and buildings including landlords’ fixtures and fittings

Life of lease

Vehicles, fixtures and equipment 4.0% to 33.3%

The gains and losses on disposal are determined by comparing proceeds with carrying amount. These are included in the income statement.

Included within property, plant and equipment are assets in the course of construction. These assets comprise stores which are under construction or modernisation, including costs directly attributable to bring the asset into use. Transfers to the appropriate category of property, plant and equipment are made when the store opens. No depreciation is provided on stores or other assets under construction.

Impairment testing – property, plant and equipment Assets that have an indefinite useful life are not subject to depreciation and are tested annually for impairment. Assets that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.

The recoverable amount is the higher of an asset’s fair value less costs to sell and value-in-use. For the purposes of assessing impairment, assets are grouped by store, which is the lowest level for which there are separately identifiable cash flows (cash-generating units). Non-financial assets that have been impaired are reviewed at each reporting date for possible reversal of the impairment. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount. The increased carrying amount must not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. Any reversal of an impairment loss is recognised as income immediately.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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Capitalisation of finance costs Finance costs that are directly attributable to the acquisition or construction of qualifying assets are capitalised to the cost of the asset, gross of tax relief. Qualifying assets are those that necessarily take a substantial period of time to prepare for their intended use.

Available-for-sale investments Purchases and sales of financial assets are recognised on the trade-date, being the date on which the Group commits to purchase or sell the asset. The Group classifies its investments as available-for-sale financial assets in accordance with IAS 39 “Financial instruments: recognition and measurement” (IAS 39). Available-for-sale financial investments are non-derivative assets that are either designated in this category or are not classified in the other financial instrument categories being “Fair value through profit or loss” or “Loans and receivables”. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date. Available-for-sale investments are recognised at fair value.

The fair values of quoted investments are based on current bid prices. If the market for a financial asset (and for unlisted securities) is not active, the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis and option pricing models, making maximum use of market inputs and relying as little as possible on entity specific inputs. The fair value of available-for-sale investments denominated in a foreign currency is calculated in that foreign currency and translated at the closing rate at the reporting date. Changes in the fair value of securities classified as “available-for-sale” are recognised in other comprehensive income.

An impairment test is performed annually on the carrying value of each investment. An impairment loss is recognised for the amount by which the asset’s carrying value exceeds its recoverable amount. Impairment losses are recognised in the income statement.

Inventories Inventories are stated at the lower of cost and net realizable value primarily using the retail method and represent goods for resale. The retail method is an industry- specific accounting method used to derive a weighted average product cost. Product cost and retail values are aggregated at a departmental level to determine an average margin per department. These margins are then applied to the retail value of inventory to derive the cost of the inventory.

Cost includes all direct expenditure and other attributable costs, net of volume and settlement supplier discounts, incurred in bringing inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. This method intrinsically takes into account any stock loss or markdown to goods sold below cost. Concession inventories are not included within inventory held by the Group. Inventories on consignment at third parties are included within inventory held by the Group.

Trade and other receivables Trade receivables are initially recognised at fair value and subsequently held at amortised cost less provisions for impairment. A provision for impairment of trade receivables is established when there is evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of future cash flows discounted at the effective interest rate. The movement in the provision is recognised in the income statement.

Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held at the bank and other short-term liquid investments with original maturities of three months or less. Cash and cash equivalents also include debit and credit card receipts, taken from customers which clear the bank shortly after the sale takes place.

Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

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2 ACCOUNTING POLICIES CONTINUED Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

Transaction costs associated with borrowings are recognised initially at fair value and are amortised over the term of the facilities using the effective interest rate on the committed amount of each facility.

Debt repurchase The nominal value of debt repurchased is accounted for as a loan redemption, reducing net borrowings at the balance sheet date.

Trade payables Trade payables, defined as financial liabilities in accordance with IAS 39, are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

All of the trade payables are non-interest bearing.

Other payables and non-current liabilities Included within other payables are lease incentives received from landlords either through developers’ contributions or rent-free periods. These incentives are credited to the income statement on a straight line basis over the term of the relevant lease. Other payables also relate to the spreading of charges in respect of leases with fixed annual increments in rent (escalating rent clauses) over the term of the relevant lease.

Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events and where it is more likely than not an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the balance sheet date.

Onerous leases Present obligations arising out of onerous contracts are recognised and measured as provisions. An onerous lease is considered to exist where the Group has a contract under which the unavoidable costs of meeting its obligations exceed the economic benefits expected to be received. The amounts provided are based on the Group’s best estimate of the least net cost of exit. Where material, these estimated outflows are discounted to net present value using a pre-tax rate that reflects current market assumptions.

Derivatives Derivatives comprise forward foreign currency contracts and interest rate swaps. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as an effective hedging instrument and the nature of the item being hedged. The Group designates certain derivatives as hedges of highly probable forecast transactions (cash flow hedges).

At the inception of the transaction, the Group documents the relationship between hedging instruments and hedged items as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at the inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, the hedge relationship no longer qualifies for hedge accounting, the forecast transaction is no longer expected to occur or the Group de-designates the hedge relationship. The replacement or roll-over of a hedging instrument into another hedging instrument is not an expiration or termination if it formed part of the Group’s documented hedging strategy from inception.

a) Cash flow hedges The effective portion of the changes in fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the relevant line of the income statement which will be affected by the underlying hedged item. Forward foreign currency contracts designated as cash flow hedges are de-designated and subsequently classified as “held for trading” when the underlying forecast transaction is recognised in the financial statements.

Amounts accumulated in equity are reclassified and adjusted against the initial measurement of the underlying hedged item when the underlying hedged item is recognised on the balance sheet or in the income statement.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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2 ACCOUNTING POLICIES CONTINUED Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

Transaction costs associated with borrowings are recognised initially at fair value and are amortised over the term of the facilities using the effective interest rate on the committed amount of each facility.

Debt repurchase The nominal value of debt repurchased is accounted for as a loan redemption, reducing net borrowings at the balance sheet date.

Trade payables Trade payables, defined as financial liabilities in accordance with IAS 39, are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

All of the trade payables are non-interest bearing.

Other payables and non-current liabilities Included within other payables are lease incentives received from landlords either through developers’ contributions or rent-free periods. These incentives are credited to the income statement on a straight line basis over the term of the relevant lease. Other payables also relate to the spreading of charges in respect of leases with fixed annual increments in rent (escalating rent clauses) over the term of the relevant lease.

Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events and where it is more likely than not an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the balance sheet date.

Onerous leases Present obligations arising out of onerous contracts are recognised and measured as provisions. An onerous lease is considered to exist where the Group has a contract under which the unavoidable costs of meeting its obligations exceed the economic benefits expected to be received. The amounts provided are based on the Group’s best estimate of the least net cost of exit. Where material, these estimated outflows are discounted to net present value using a pre-tax rate that reflects current market assumptions.

Derivatives Derivatives comprise forward foreign currency contracts and interest rate swaps. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as an effective hedging instrument and the nature of the item being hedged. The Group designates certain derivatives as hedges of highly probable forecast transactions (cash flow hedges).

At the inception of the transaction, the Group documents the relationship between hedging instruments and hedged items as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at the inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, the hedge relationship no longer qualifies for hedge accounting, the forecast transaction is no longer expected to occur or the Group de-designates the hedge relationship. The replacement or roll-over of a hedging instrument into another hedging instrument is not an expiration or termination if it formed part of the Group’s documented hedging strategy from inception.

a) Cash flow hedges The effective portion of the changes in fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the relevant line of the income statement which will be affected by the underlying hedged item. Forward foreign currency contracts designated as cash flow hedges are de-designated and subsequently classified as “held for trading” when the underlying forecast transaction is recognised in the financial statements.

Amounts accumulated in equity are reclassified and adjusted against the initial measurement of the underlying hedged item when the underlying hedged item is recognised on the balance sheet or in the income statement.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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103 Debenhams plc Annual Report & Accounts 2018

When a hedged instrument expires, is sold, terminated or when a hedge no longer meets the criteria for hedge accounting, hedge accounting is discontinued. Any cumulative gain or loss existing in equity at that time is held in equity until the forecast transaction occurs. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately reclassified to the relevant line of the income statement which would have been affected by the forecast transaction.

b) Derivatives that do not qualify for hedge accounting Certain derivatives do not qualify for hedge accounting. Changes in fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately in the income statement within cost of sales or finance costs.

Share capital Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares in equity are shown as a deduction, net of tax, from the proceeds.

Where the Company purchases its own ordinary shares, the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the Company’s equity holders until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs together with the related income tax effects, is included in equity attributable to the Company’s equity holders.

Restatement of 2017 comparatives Inventory and trade creditor balances for the year ended 2 September 2017 have been restated, to recognise stock in transit from overseas suppliers for which Debenhams has taken title at the year end date, as a result of improved information over the value of this stock. The restatement has resulted in an increase to inventory and trade creditors of £56.3 million. The impact of the restatement on the opening balance as at 4 September 2016 is £56.2 million. This has no overall impact on the profit, working capital or cash flows of the Group.

New standards and interpretations The following IFRS have been issued but are not yet effective:

IFRS 15 “Revenue from Contracts with Customers”, was issued in May 2014 and subsequent amendments, “Clarifications to IFRS 15”, were issued in April 2016; both have been endorsed by the EU. IFRS 15, as amended, is effective for accounting periods beginning on or after 1 January 2018 and will be adopted by the Group on 2 September 2018.

The standard establishes a principles-based approach for revenue recognition and is based on the concept of recognising revenue for performance obligations only when they are satisfied and the control of goods or services is transferred. In doing so, the standard applies a five-step approach to the timing of revenue recognition and applies it to all contracts with customers, except those in the scope of other standards. The Group has completed its assessment of the impact of IFRS 15 and, based on the nature of the Group’s revenue streams with the recognition of revenue at the point of sale and the absence of significant judgement required in determining the timing of transfer of control, the adoption of IFRS 15 will not have a material impact on the timing or nature of the Group’s revenue recognition.

IFRS 9 “Financial Instruments” was issued in July 2014 to replace IAS 39 “Financial Instruments: Recognition and Measurement” and has been endorsed by the EU. The standard is effective for accounting periods beginning on or after 1 January 2018 and will be adopted by the Group on 2 September 2018. IFRS 9 will impact the classification and measurement of the Group’s financial instruments, revises the requirements for when hedge accounting can be applied and requires certain additional disclosures. The primary changes resulting from IFRS 9 on the Group’s accounting for financial instruments are as follows:

The Group has elected, under IFRS 9, to recognise the full amount of expected credit losses, resulting in the recognition of a loss allowance before the credit loss is incurred. This is applicable to trade receivables, contract assets recorded under IFRS 15 and finance lease receivables at the date of initial recognition of those assets; currently credit losses are only applied against trade receivable debt aged greater than 90 days.

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2 ACCOUNTING POLICIES CONTINUED Whilst hedge accounting requirements are revised under IFRS 9, no material changes to the Group’s hedge accounting have been identified.

The Group will adopt IFRS 9 with the cumulative retrospective impact on the classification and measurement of financial instruments reflected as an adjustment to equity on the date of adoption.

IFRS 16 “Leases” was issued in January 2016 to replace IAS 17 “Leases” and has been endorsed by the EU. The standard is effective for accounting periods beginning on or after 1 January 2019 and will be adopted by the Group on 1 September 2019.

IFRS 16 will primarily change lease accounting for lessees. Lease agreements will give rise to the recognition of an asset representing the right to use the leased item and an obligation for future lease payables. Lease costs will be recognised in the form of depreciation of the right-to-use asset and interest on the lease liability, resulting in a higher interest expense in the earlier years of the lease term. The total expense recognised in the Income Statement over the life of the lease will be unaffected by the new standard. However, IFRS 16 will result in the timing of lease expense recognition being accelerated for leases which would be currently accounted for as operating leases.

From the work performed to date and based on the undiscounted lease commitments presented in note 31, it is anticipated that implementation of the new standard will have a significant impact on the reported assets and liabilities of the Group. In addition, the implementation of the standard will impact the income statement and classification of cash flows.

IFRS 16 will not have any impact on the underlying commercial performance of the Group nor the cash flow generated in the year.

Material judgements are required in identifying and accounting for leases. The most significant judgement areas are expected to be around the determination of the lease term and discount rate. The lease term includes extension periods where it is reasonably certain that a lease extension option will be exercised or that a lease termination option will not be exercised. The discount rate should best represent the rate implicit in the lease or the incremental borrowing rate in order to determine the present value of future lease commitments.

The Group is continuing to assess the impact of the accounting changes on its existing lease portfolio of approximately 250 property leases and other contracts and cannot yet reasonably quantify the impact. Work performed to date includes consideration of the transition approaches available under the standard and collection of relevant data from different areas of the business. The Group has invested in a new property management system to prepare for the adoption of the new standard. Given the complexities of IFRS 16 and the material sensitivity to key assumptions, such as discount rates, it is not yet practicable to fully quantify the effect of IFRS 16 on the financial statements of the Group.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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2 ACCOUNTING POLICIES CONTINUED Whilst hedge accounting requirements are revised under IFRS 9, no material changes to the Group’s hedge accounting have been identified.

The Group will adopt IFRS 9 with the cumulative retrospective impact on the classification and measurement of financial instruments reflected as an adjustment to equity on the date of adoption.

IFRS 16 “Leases” was issued in January 2016 to replace IAS 17 “Leases” and has been endorsed by the EU. The standard is effective for accounting periods beginning on or after 1 January 2019 and will be adopted by the Group on 1 September 2019.

IFRS 16 will primarily change lease accounting for lessees. Lease agreements will give rise to the recognition of an asset representing the right to use the leased item and an obligation for future lease payables. Lease costs will be recognised in the form of depreciation of the right-to-use asset and interest on the lease liability, resulting in a higher interest expense in the earlier years of the lease term. The total expense recognised in the Income Statement over the life of the lease will be unaffected by the new standard. However, IFRS 16 will result in the timing of lease expense recognition being accelerated for leases which would be currently accounted for as operating leases.

From the work performed to date and based on the undiscounted lease commitments presented in note 31, it is anticipated that implementation of the new standard will have a significant impact on the reported assets and liabilities of the Group. In addition, the implementation of the standard will impact the income statement and classification of cash flows.

IFRS 16 will not have any impact on the underlying commercial performance of the Group nor the cash flow generated in the year.

Material judgements are required in identifying and accounting for leases. The most significant judgement areas are expected to be around the determination of the lease term and discount rate. The lease term includes extension periods where it is reasonably certain that a lease extension option will be exercised or that a lease termination option will not be exercised. The discount rate should best represent the rate implicit in the lease or the incremental borrowing rate in order to determine the present value of future lease commitments.

The Group is continuing to assess the impact of the accounting changes on its existing lease portfolio of approximately 250 property leases and other contracts and cannot yet reasonably quantify the impact. Work performed to date includes consideration of the transition approaches available under the standard and collection of relevant data from different areas of the business. The Group has invested in a new property management system to prepare for the adoption of the new standard. Given the complexities of IFRS 16 and the material sensitivity to key assumptions, such as discount rates, it is not yet practicable to fully quantify the effect of IFRS 16 on the financial statements of the Group.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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3 SEGMENTAL REPORTING IFRS 8 “Operating Segments” requires disclosure of the operating segments which are reported to the Chief Operating Decision Maker (CODM). The CODM has been identified as the executive committee, which includes the executive directors and other key management. It is the executive committee that has responsibility for planning and controlling the activities of the Group.

The Group’s reportable segments have been identified as UK and International representing the geographical areas in which the Group operates. The UK segment consists of the UK store and online retail business. The International segment consists of subsidiaries in the Republic of Ireland and Denmark, together with international franchise and online operations. Transactions between segments have been eliminated from the information presented below.

The segments are reported to the CODM to operating profit level, using the same accounting policies as applied to the Group accounts. Current assets, current liabilities and non-current liabilities are not reported to or reviewed by the CODM on the basis of operating segment as these are reviewed on a Group-wide basis and therefore these amounts are not presented below.

UK £m

International £m

Total £m

Financial year ended 1 September 2018 Gross transaction value 2,287.3 613.1 2,900.4 Concessions, consignments and staff discounts (454.6) (168.8) (623.4)

External revenue 1,832.7 444.3 2,277.0

Operating profit before exceptional items 8.5 34.9 43.4 Exceptional items (518.0) (6.7) (524.7)

Operating (loss)/profit after exceptional items (509.5) 28.2 (481.3)

Other segment items Depreciation (note 15) 83.1 9.3 92.4 Amortisation (note 14) 21.9 1.1 23.0 Impairment of property, plant and equipment (note 15) 55.6 0.2 55.8 Impairment of intangible assets (note 14) 302.1 – 302.1 (Profit)/loss on disposal and write-off of property, plant and equipment (note 15) (4.0) 1.4 (2.6) Loss on disposal and write-off of intangible assets (note 14) 78.3 – 78.3

Financial year ended 2 September 2017 Gross transaction value 2,350.0 604.1 2,954.1 Concessions, consignments and staff discounts (457.1) (162.0) (619.1)

External revenue 1,892.9 442.1 2,335.0

Operating profit before exceptional items 74.0 33.5 107.5 Exceptional items (34.3) (1.9) (36.2)

Operating profit after exceptional items 39.7 31.6 71.3

Other segment items Depreciation (note 15) 81.0 8.5 89.5 Amortisation (note 14) 19.0 1.0 20.0 Impairment of property, plant and equipment (note 15) 7.2 – 7.2 Loss on disposal and write-off of property, plant and equipment (note 15) 1.2 – 1.2 Loss on disposal and write-off of intangible assets (note 14) 4.6 – 4.6

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3 SEGMENTAL REPORTING CONTINUED Segmental analysis of results Total segmental operating (loss)/profit may be reconciled to total (loss)/profit before taxation as follows:

1 September 2018

£m

2 September 2017

£m

Total operating (loss)/profit (481.3) 71.3 Finance income 2.3 0.1 Finance costs (12.5) (12.4)

Total (loss)/profit before taxation (491.5) 59.0

Revenues analysed by country, based on the customers’ location, are set out below:

1 September 2018

£m

2 September 2017

£m

United Kingdom 1,832.7 1,892.9 Denmark 210.1 205.6 Republic of Ireland 149.2 147.5 Rest of the world 85.0 89.0

Total external revenue 2,277.0 2,335.0

Non-current assets, which comprise intangible assets and property and plant and equipment analysed by country, are set out below:

1 September 2018

£m

2 September 2017

£m

United Kingdom 1,159.6 1,585.9 Denmark 39.3 36.0 Republic of Ireland 23.3 24.0 Rest of the world 0.9 0.9

Total non-current assets 1,223.1 1,646.8

Additions to intangible assets and property, plant and equipment analysed by operating segment are set out below:

UK £m

International £m

Total £m

Financial year ended 1 September 2018 117.8 15.8 133.6 Financial year ended 2 September 2017 116.1 15.6 131.7

4 GROSS TRANSACTION VALUE In relation to concession and consignment sales, revenue is required to be shown on a net basis, being the commission received, rather than the gross value achieved on the sale. Management believes that gross transaction value (GTV), which presents revenue on a gross basis before adjusting for concessions, consignments and staff discounts, represents a good guide to the overall activity of the Group.

1 September 2018

£m

2 September 2017

£m

Gross transaction value 2,900.4 2,954.1

A reconciliation of GTV to external revenue is included in note 3.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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3 SEGMENTAL REPORTING CONTINUED Segmental analysis of results Total segmental operating (loss)/profit may be reconciled to total (loss)/profit before taxation as follows:

1 September 2018

£m

2 September 2017

£m

Total operating (loss)/profit (481.3) 71.3 Finance income 2.3 0.1 Finance costs (12.5) (12.4)

Total (loss)/profit before taxation (491.5) 59.0

Revenues analysed by country, based on the customers’ location, are set out below:

1 September 2018

£m

2 September 2017

£m

United Kingdom 1,832.7 1,892.9 Denmark 210.1 205.6 Republic of Ireland 149.2 147.5 Rest of the world 85.0 89.0

Total external revenue 2,277.0 2,335.0

Non-current assets, which comprise intangible assets and property and plant and equipment analysed by country, are set out below:

1 September 2018

£m

2 September 2017

£m

United Kingdom 1,159.6 1,585.9 Denmark 39.3 36.0 Republic of Ireland 23.3 24.0 Rest of the world 0.9 0.9

Total non-current assets 1,223.1 1,646.8

Additions to intangible assets and property, plant and equipment analysed by operating segment are set out below:

UK £m

International £m

Total £m

Financial year ended 1 September 2018 117.8 15.8 133.6 Financial year ended 2 September 2017 116.1 15.6 131.7

4 GROSS TRANSACTION VALUE In relation to concession and consignment sales, revenue is required to be shown on a net basis, being the commission received, rather than the gross value achieved on the sale. Management believes that gross transaction value (GTV), which presents revenue on a gross basis before adjusting for concessions, consignments and staff discounts, represents a good guide to the overall activity of the Group.

1 September 2018

£m

2 September 2017

£m

Gross transaction value 2,900.4 2,954.1

A reconciliation of GTV to external revenue is included in note 3.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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5 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of the consolidated Group and Company financial statements requires the Group to make estimates and assumptions that affect the application of policies and reported amounts. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The significant judgements applied in the preparation of the consolidated financial statements, along with estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Sources of estimation uncertainty Estimated impairment of goodwill, investments and store assets The Group tests whether goodwill, investments and store assets have suffered any impairment in accordance with the accounting policies stated in note 2.

a) Impairment of goodwill Management tests annually whether goodwill has suffered any impairment through estimating the value-in-use of the cash-generating units to which goodwill has been allocated. Key estimate and sensitivities for impairment of goodwill are disclosed in note 14.

b) Impairment of investments Where there are indicators of impairment for investments in subsidiaries, joint ventures and associates management performs an impairment test for the investment based on the higher of value-in-use and fair value less costs of disposal. Key estimates and sensitivities for impairment of investment are disclosed in note 16 and note 4 of the Parent Company financial statements.

c) Impairment of assets Where there are indicators of impairment, management performs an impairment test, unless this relates to intangible assets where an impairment test is performed annually. Recoverable amounts for cash-generating units are the higher of fair value less costs of disposal, and value-in-use. Value-in-use is calculated from cash flow projections based on the Group’s three year internal forecast which incorporate the impact of the strategic review, the results of which have been approved by the board. The forecasts are extrapolated beyond these three year years based on management’s expectations and long-term growth rates. Key estimates and sensitivities for impairment of assets are disclosed in note 15.

Estimated useful life of property, plant and equipment and intangible assets At the date of capitalising property, plant and equipment and intangible assets, the Group estimates the useful life of the asset based on management’s judgement and experience. Due to the significance of capital investment to the Group, variances between actual and estimated useful economic lives could impact results both positively and negatively.

Inventories Inventories are stated at the lower of cost and net realisable value primarily using the retail method and represent goods for resale. The retail method is an industry-specific accounting method used to derive a weighted average product cost. Product cost and retail values are aggregated at a departmental level to determine an average margin per department. These margins are then applied to the retail value of inventory to derive the cost of inventory. This method intrinsically takes into account any stock loss or markdown to goods sold below cost. Concession inventories are not included within inventory held by the Group.

Retirement benefits The Group’s defined benefit schemes’ pension surplus/obligation, which is assessed each period by actuaries, is based on key assumptions including discount rates, mortality rates, inflation, future salary costs and pension costs. These assumptions, individually or collectively, may be different to actual outcomes. Refer to note 25 for further details.

A retirement benefit surplus is only recognised to the extent that it is expected to be recoverable in the future.

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5 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS CONTINUED Property provisions Property provisions comprise dilapidations provisions and onerous lease provisions, relating to leases on properties where the current and anticipated performance does not support the carrying value of the stores.

As part of the impairment review of intangible and other assets (refer to note 14 and note 15), the recoverable amount is estimated and where property contracts for which expected future cash flows are less than the future contract commitments, an onerous contract provision is recognised. Judgement is required in applying estimates to assess the level of provision required. Onerous lease provisions are based on the lower of the net cost of fulfilling or exiting the contract where material, these estimated outflows are discounted to net present value using a pre-tax rate that reflects current market assumptions.

The ultimate costs and timing of cash flows are dependent on managements estimates and likelihood of exiting the property lease contracts and sub-letting surplus space. Significant assumptions are used in making these calculations, in particular the nature, timing and value of mitigating lease costs including the level of sub-lease income, and changes in these assumptions and future events could cause the value of these provisions to change. Refer to note 28 for further details.

Judgements made in applying accounting policies Going concern The board applies judgement to assess whether it is appropriate for the Group to be reported as a going concern, by considering the business activities and the Group’s principal risks and uncertainties. Details of the considerations made by the board as part of the assessment of going concern are included within the accounting policy note 2.

Exceptional items The Group separately reports exceptional items within their relevant income statement line as it believes this helps provide a better indication of the underlying performance of the Group.

Judgement is required in determining whether an item should be classified as an exceptional item or included within underlying results. This assessment covers the nature of the item, cause of occurrence and the scale of the impact of that item on reported performance. Reversals of previous exceptional items are assessed based on the same criteria. A breakdown of the exceptional items included in the income statement is disclosed in note 7.

6 OPERATING (LOSS)/PROFIT 1 September 2018 2 September 2017

Before exceptional

items £m

Exceptional items

(note 7) £m

Total £m

Before exceptional

items £m

Exceptional items

(note 7) £m

Total £m

The following items have been included in arriving at operating (loss)/profit:

The amounts of inventory written down during the financial year 12.3 – 12.3 9.7 – 9.7 Cost of inventory recognised as an expense 1,169.9 – 1,169.9 1,151.3 – 1,151.3 Depreciation of property, plant and equipment (note 15) 90.0 2.4 92.4 89.3 0.2 89.5 Amortisation of intangible assets (note 14) 23.0 – 23.0 20.0 – 20.0 Impairment of intangible assets (note 14) – 302.1 302.1 – – – Impairment of property, plant and equipment (note 15) – 55.8 55.8 – 7.2 7.2 (Profit)/loss on disposal and write-off of property, plant and equipment (note 15) 0.9 (3.5) (2.6) 0.2 1.0 1.2 Loss on disposal and write-off of intangible assets (note 14) – 78.3 78.3 – 4.6 4.6 Operating lease rentals 222.9 – 222.9 221.4 – 221.4 Foreign exchange gains (11.0) – (11.0) (49.4) – (49.4) Auditors’ remuneration 0.4 – 0.4 0.5 – 0.5

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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5 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS CONTINUED Property provisions Property provisions comprise dilapidations provisions and onerous lease provisions, relating to leases on properties where the current and anticipated performance does not support the carrying value of the stores.

As part of the impairment review of intangible and other assets (refer to note 14 and note 15), the recoverable amount is estimated and where property contracts for which expected future cash flows are less than the future contract commitments, an onerous contract provision is recognised. Judgement is required in applying estimates to assess the level of provision required. Onerous lease provisions are based on the lower of the net cost of fulfilling or exiting the contract where material, these estimated outflows are discounted to net present value using a pre-tax rate that reflects current market assumptions.

The ultimate costs and timing of cash flows are dependent on managements estimates and likelihood of exiting the property lease contracts and sub-letting surplus space. Significant assumptions are used in making these calculations, in particular the nature, timing and value of mitigating lease costs including the level of sub-lease income, and changes in these assumptions and future events could cause the value of these provisions to change. Refer to note 28 for further details.

Judgements made in applying accounting policies Going concern The board applies judgement to assess whether it is appropriate for the Group to be reported as a going concern, by considering the business activities and the Group’s principal risks and uncertainties. Details of the considerations made by the board as part of the assessment of going concern are included within the accounting policy note 2.

Exceptional items The Group separately reports exceptional items within their relevant income statement line as it believes this helps provide a better indication of the underlying performance of the Group.

Judgement is required in determining whether an item should be classified as an exceptional item or included within underlying results. This assessment covers the nature of the item, cause of occurrence and the scale of the impact of that item on reported performance. Reversals of previous exceptional items are assessed based on the same criteria. A breakdown of the exceptional items included in the income statement is disclosed in note 7.

6 OPERATING (LOSS)/PROFIT 1 September 2018 2 September 2017

Before exceptional

items £m

Exceptional items

(note 7) £m

Total £m

Before exceptional

items £m

Exceptional items

(note 7) £m

Total £m

The following items have been included in arriving at operating (loss)/profit:

The amounts of inventory written down during the financial year 12.3 – 12.3 9.7 – 9.7 Cost of inventory recognised as an expense 1,169.9 – 1,169.9 1,151.3 – 1,151.3 Depreciation of property, plant and equipment (note 15) 90.0 2.4 92.4 89.3 0.2 89.5 Amortisation of intangible assets (note 14) 23.0 – 23.0 20.0 – 20.0 Impairment of intangible assets (note 14) – 302.1 302.1 – – – Impairment of property, plant and equipment (note 15) – 55.8 55.8 – 7.2 7.2 (Profit)/loss on disposal and write-off of property, plant and equipment (note 15) 0.9 (3.5) (2.6) 0.2 1.0 1.2 Loss on disposal and write-off of intangible assets (note 14) – 78.3 78.3 – 4.6 4.6 Operating lease rentals 222.9 – 222.9 221.4 – 221.4 Foreign exchange gains (11.0) – (11.0) (49.4) – (49.4) Auditors’ remuneration 0.4 – 0.4 0.5 – 0.5

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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Services provided by the Company’s auditors and network firms During the financial year, the Group obtained the services detailed below from the Company’s auditors and its associates.

1 September 2018

£m

2 September 2017

£m

Audit services Annual audit fees for the Company and the consolidated accounts 0.2 0.2 Other services Audit of subsidiary companies 0.2 0.2 Other non-audit services – 0.1

Non-audit service fees payable to the Group’s auditors during the financial year ended 1 September 2018 included £35,000 for their role as auditors of the pension schemes. This is a role typically performed by the auditors.

7 EXCEPTIONAL ITEMS Exceptional items for the 52 weeks ended 1 September 2018 comprise the following:

Cost of sales

£m

Distribution costs

£m

Administrative expenses

£m

Operating profit

£m Taxation

£m Total

£m

Strategic review and restructuring 17.6 (0.1) (3.9) 13.6 2.5 16.1 Strategic warehouse restructuring 1.5 9.5 – 11.0 2.0 13.0 Asset write-offs 80.5 – – 80.5 15.0 95.5 Impairment and onerous lease charges 117.5 – 302.1 419.6 20.6 440.2

Total exceptional items 217.1 9.4 298.2 524.7 40.1 564.8

As well as the £40.1 million tax credit arising on the exceptional items above, the total tax credit has been reduced by £3.5 million for adjustments arising from the overall loss position of the Group, resulting in a total exceptional tax credit of £36.6 million.

Exceptional items for the 52 weeks ended 2 September 2017 comprise the following:

Cost of sales

£m

Distribution costs

£m

Administrative expenses

£m

Operating profit

£m Taxation

£m Total

£m

Strategic review and restructuring 5.6 0.9 1.5 8.0 (1.5) 6.5 Strategic warehouse restructuring 3.0 7.1 – 10.1 (1.9) 8.2 Asset write-offs 5.1 – – 5.1 (1.0) 4.1 Impairment and onerous lease charges 10.4 2.6 – 13.0 (2.6) 10.4

Total exceptional items 24.1 10.6 1.5 36.2 (7.0) 29.2

The period ended 1 September 2018 was the Group’s second year of conducting the strategic review and new strategy Debenhams Redesigned together with a planned restructuring of operations encompassing the following areas:

Strategic review and restructuring Exceptional charges of £13.6 million (2017: £8.0 million) were incurred as a result of transforming the business in line with the new Debenhams Redesigned strategy including redundancies (including some senior management within the trading division and the support centre), professional fees, recruitment costs of key people to help drive the strategy, and costs arising from third party default in certain international markets due to political unrest.

During the period the Group executed a sale and leaseback of a freehold interest. A gain on the sale of £6.0 million was recognised in the exceptional charges above.

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7 EXCEPTIONAL ITEMS CONTINUED Costs incurred in relation to the strategic review and restructuring were considered to be exceptional because the Debenhams Redesigned strategy is a significant change of direction for the business and costs are not considered to be normal operating costs. Further details on the progress of the Debenhams Redesigned strategic review are set out in the CEO’s strategic perspective on pages 10 to 19.

Strategic warehouse restructuring The Group carried out a strategic review of its warehouse operations which led to a restructuring. As a result, the Group announced the closure of its distribution centre at Northampton and certain regional warehousing facilities and recognised exceptional closure costs of £2.0 million (2017: £6.2 million) relating to accelerated depreciation of assets, dilapidations, onerous lease commitments and redundancy costs.

Exceptional charges of £9.0 million (2017: £3.9 million) were incurred during the financial year relating to one-off transition costs including staff time, training and inventory moves. Part of this restructuring was related to warehouse automation which is an ongoing project over the next year.

Costs incurred in relation to the strategic warehouse are considered to be exceptional because the project is non-recurring and costs are not considered to be normal operating costs.

Asset write-offs As a result of the simplification of the organisation and improved consistency in ways of working, a review of IT systems and ongoing projects was undertaken. As a result, the decision was taken to write off a number of previously-established projects with a value £77.7 million. A further £1.4 million relating to international assets and £1.4 million relating to the development of a digital platform has been written off.

During the prior period, asset write-offs of legacy IT systems amounted to £5.1 million. These write-offs are considered to be exceptional because they are significant in value to the results of the Group and represent a major change in the direction of the IT plan.

Impairment losses and onerous lease charges As part of the strategic review carried out at the end of the year, the Group revised future projections for all stores to reflect the change of direction. This review identified stores at risk of becoming unprofitable over time and others where anticipated future performance would not support the carrying value of store assets. Exceptional store costs of £117.5 million (2017: £13.0 million) relating to impairment of property, plant and equipment (note 15) and onerous lease charges (note 28) were recognised as a result.

In addition, management has assessed whether the goodwill intangible asset, created when the Group was privatised in 2003, will continue to deliver economic benefit in the future. Given the pace of change in retail and management’s view of future growth rates, previous estimates of future economic benefit have been revised and reduced. As a result a material non-cash impairment charge to goodwill has been made of £302.1 million (FY2017: £nil). These changes are considered to be exceptional because they are significant in value to the results of the Group and reflect a change in direction of the outlook of the business.

8 EMPLOYEES

1 September 2018

£m

2 September 2017

£m

Wages and salaries 351.6 366.5 Social security costs 22.0 23.0 Other pension costs (note 25) 18.2 17.5 Share-based payments (note 30) 0.4 0.5

Employment costs 392.2 407.5

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

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7 EXCEPTIONAL ITEMS CONTINUED Costs incurred in relation to the strategic review and restructuring were considered to be exceptional because the Debenhams Redesigned strategy is a significant change of direction for the business and costs are not considered to be normal operating costs. Further details on the progress of the Debenhams Redesigned strategic review are set out in the CEO’s strategic perspective on pages 10 to 19.

Strategic warehouse restructuring The Group carried out a strategic review of its warehouse operations which led to a restructuring. As a result, the Group announced the closure of its distribution centre at Northampton and certain regional warehousing facilities and recognised exceptional closure costs of £2.0 million (2017: £6.2 million) relating to accelerated depreciation of assets, dilapidations, onerous lease commitments and redundancy costs.

Exceptional charges of £9.0 million (2017: £3.9 million) were incurred during the financial year relating to one-off transition costs including staff time, training and inventory moves. Part of this restructuring was related to warehouse automation which is an ongoing project over the next year.

Costs incurred in relation to the strategic warehouse are considered to be exceptional because the project is non-recurring and costs are not considered to be normal operating costs.

Asset write-offs As a result of the simplification of the organisation and improved consistency in ways of working, a review of IT systems and ongoing projects was undertaken. As a result, the decision was taken to write off a number of previously-established projects with a value £77.7 million. A further £1.4 million relating to international assets and £1.4 million relating to the development of a digital platform has been written off.

During the prior period, asset write-offs of legacy IT systems amounted to £5.1 million. These write-offs are considered to be exceptional because they are significant in value to the results of the Group and represent a major change in the direction of the IT plan.

Impairment losses and onerous lease charges As part of the strategic review carried out at the end of the year, the Group revised future projections for all stores to reflect the change of direction. This review identified stores at risk of becoming unprofitable over time and others where anticipated future performance would not support the carrying value of store assets. Exceptional store costs of £117.5 million (2017: £13.0 million) relating to impairment of property, plant and equipment (note 15) and onerous lease charges (note 28) were recognised as a result.

In addition, management has assessed whether the goodwill intangible asset, created when the Group was privatised in 2003, will continue to deliver economic benefit in the future. Given the pace of change in retail and management’s view of future growth rates, previous estimates of future economic benefit have been revised and reduced. As a result a material non-cash impairment charge to goodwill has been made of £302.1 million (FY2017: £nil). These changes are considered to be exceptional because they are significant in value to the results of the Group and reflect a change in direction of the outlook of the business.

8 EMPLOYEES

1 September 2018

£m

2 September 2017

£m

Wages and salaries 351.6 366.5 Social security costs 22.0 23.0 Other pension costs (note 25) 18.2 17.5 Share-based payments (note 30) 0.4 0.5

Employment costs 392.2 407.5

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

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Number Number

Average monthly number of employees (including key management): Full time 7,895 8,431 Part time 17,768 18,651

Total 25,663 27,082

Wages and salaries include restructuring costs and other termination benefits.

Information concerning directors’ remuneration, shares and share interests is included in the directors’ remuneration report on pages 64 to 75, which forms part of these financial statements.

Key management compensation

1 September 2018

£m

2 September 2017

£m

Short-term employee benefits 3.9 4.4 Post-employment benefits 0.5 0.5 Other long-term benefits and termination benefits 0.3 1.0 Share-based payments – 0.2

4.7 6.1

Members of the executive committee (which includes the executive directors) and the non-executive directors are deemed to be key management. During the financial year key management consisted of 16 members (2017: 16 members).

9 FINANCE INCOME

1 September 2018

£m

2 September 2017

£m

Interest on bank deposits 0.3 0.1 Net interest on net defined benefit pension schemes’ asset (note 25) 2.0 –

2.3 0.1

10 FINANCE COSTS

1 September 2018

£m

2 September 2017

£m

Interest payable on bank loans and overdrafts 4.6 2.8 Interest payable on senior notes 10.4 10.4 Cash flow hedges reclassified and reported in the income statement – 0.2 Amortisation of issue costs on loans and senior notes (note 22) 1.0 1.3 Interest payable on finance leases 0.1 0.2 Capitalised finance costs – qualifying assets (note 14, 15) (3.6) (2.5)

12.5 12.4

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11 TAXATION Analysis of taxation (credit)/charge to the income statement for the financial year:

1 September 2018

£m

2 September 2017

£m

Current taxation Current taxation charge on profit for the financial year 1.7 12.6 Adjustments in respect of prior years (2.7) 0.2

Current taxation (credit)/charge (1.0) 12.8

Deferred taxation Origination and reversal of temporary differences (32.1) 1.8 Pension cost relief in excess of pension charge (0.1) (0.3) Adjustments in respect of prior years (0.4) (3.1) Effect of changes in current tax rate on the net deferred tax asset recognised at the beginning of the financial year 2.3 (1.0)

Deferred taxation credit (note 26) (30.3) (2.6)

Taxation (credit)/charge for the financial year (31.3) 10.2

The effective tax rate for the financial year is lower at 6.4%, (excluding exceptional items, 16.0%), (2017: 17.3% (excluding exceptional items, 18.1%) than the rate of corporation tax in the UK of 19.0% (2017: 19.6%). The differences are explained below:

1 September 2018

£m

2 September 2017

£m

Profit before taxation (491.5) 59.0

(loss)/profit on ordinary activities at standard rate of corporation tax in the UK of 19.0% (2017: 19.6%) (93.4) 11.6 Effects of: Permanent differences 57.8 (0.2) Overseas tax rates 1.2 1.9

Non-qualifying depreciation and lease transactions 2.5 1.1 Effect on deferred taxation of the change in current tax rate 3.7 (1.3) Adjustments in respect of prior financial years (3.1) (2.9)

Taxation (credit)/charge for the financial year (31.3) 10.2

The Finance Act 2016, which was enacted on 15 September 2016, included legislation to reduce the main rate of UK corporation tax from 20% to 19% from 1 April 2017 and to 17% from 1 April 2020. As these rate reductions were substantively enacted by the balance sheet date the Group has measured its UK deferred tax assets and liabilities at the end of the relevant reporting periods at the rates of 19% and 17% based on an expectation of when those balances are expected to unwind. This has resulted in the recognition of a deferred tax credit in the income statement of £30.3 million and the recognition of a deferred tax credit of £3.5 million in other comprehensive income with a corresponding reduction of the net deferred tax liability recognised at the previous year end, 2 September 2017.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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11 TAXATION Analysis of taxation (credit)/charge to the income statement for the financial year:

1 September 2018

£m

2 September 2017

£m

Current taxation Current taxation charge on profit for the financial year 1.7 12.6 Adjustments in respect of prior years (2.7) 0.2

Current taxation (credit)/charge (1.0) 12.8

Deferred taxation Origination and reversal of temporary differences (32.1) 1.8 Pension cost relief in excess of pension charge (0.1) (0.3) Adjustments in respect of prior years (0.4) (3.1) Effect of changes in current tax rate on the net deferred tax asset recognised at the beginning of the financial year 2.3 (1.0)

Deferred taxation credit (note 26) (30.3) (2.6)

Taxation (credit)/charge for the financial year (31.3) 10.2

The effective tax rate for the financial year is lower at 6.4%, (excluding exceptional items, 16.0%), (2017: 17.3% (excluding exceptional items, 18.1%) than the rate of corporation tax in the UK of 19.0% (2017: 19.6%). The differences are explained below:

1 September 2018

£m

2 September 2017

£m

Profit before taxation (491.5) 59.0

(loss)/profit on ordinary activities at standard rate of corporation tax in the UK of 19.0% (2017: 19.6%) (93.4) 11.6 Effects of: Permanent differences 57.8 (0.2) Overseas tax rates 1.2 1.9

Non-qualifying depreciation and lease transactions 2.5 1.1 Effect on deferred taxation of the change in current tax rate 3.7 (1.3) Adjustments in respect of prior financial years (3.1) (2.9)

Taxation (credit)/charge for the financial year (31.3) 10.2

The Finance Act 2016, which was enacted on 15 September 2016, included legislation to reduce the main rate of UK corporation tax from 20% to 19% from 1 April 2017 and to 17% from 1 April 2020. As these rate reductions were substantively enacted by the balance sheet date the Group has measured its UK deferred tax assets and liabilities at the end of the relevant reporting periods at the rates of 19% and 17% based on an expectation of when those balances are expected to unwind. This has resulted in the recognition of a deferred tax credit in the income statement of £30.3 million and the recognition of a deferred tax credit of £3.5 million in other comprehensive income with a corresponding reduction of the net deferred tax liability recognised at the previous year end, 2 September 2017.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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In addition to the amount charged to the income statement, taxation movements recognised in other comprehensive income were:

1 September 2018

£m

2 September 2017

£m

Taxation relating to items that will not be reclassified to the income statement Current taxation Pension schemes (1.8) (1.5) Deferred taxation Remeasurements of pension schemes 16.6 20.0

Total taxation relating to items that will not be reclassified to the income statement 14.8 18.5

Taxation relating to items that may be reclassified to the income statement Current taxation 0.1 0.3 Deferred taxation Currency translation differences – (0.3) Gains on cash flow hedges 3.4 0.8 Recycled and adjusted against cost of inventory – (9.0)

Total taxation relating to items that may be reclassified to the income statement 3.5 (8.2)

Total taxation charge in other comprehensive income 18.3 10.3

Taxation movements recognised directly in equity were:

1 September 2018

£m

2 September 2017

£m

Taxation recognised directly in equity Deferred taxation Share-based payments – 0.6

Total taxation recognised directly in equity – 0.6

12 DIVIDENDS

1 September 2018

£m

2 September 2017

£m

Final paid 2.4 pence (2017: 2.4 pence) per £0.0001 share Settled in cash 29.4 29.4

Interim paid 0.5 pence (2017: 1.025 pence) per £0.0001 share Settled in cash 6.2 12.6

35.6 42.0

A final dividend of 2.4 pence per share (2017: 2.4 pence per share) was paid during the financial year in respect of the financial year ended 2 September 2017, together with an interim dividend of 0.5 pence per share (2017: 1.025 pence per share) in respect of the financial year ended 1 September 2018. The directors have not recommended a final dividend in respect of the financial year ended 1 September 2018 (2017: 2.4 pence per share).

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13 (LOSS)/EARNINGS PER SHARE Basic (loss)/earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the financial year, excluding any shares purchased by the Company and held as treasury shares.

For diluted (loss)/earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The Group has one class of dilutive potential ordinary share, those share options granted to employees where the exercise price is less than the market price of the Company’s ordinary shares during the financial year.

With respect to the current period, there was no difference in the weighted average number of shares used in the calculation of basic and diluted loss per share as the effect of all potentially dilutive shares outstanding was anti-dilutive.

Basic and diluted (loss)/earnings per share 1 September 2018 2 September 2017

Basic £m

Diluted £m

Basic £m

Diluted £m

(Loss)/profit for the financial year after taxation (461.0) (461.0) 48.8 48.8 Exceptional items after taxation (note 7) 488.1 488.1 29.2 29.2

Profit for the financial year after taxation – before exceptional items 27.1 27.1 78.0 78.0

Number

m Number

m Number

m Number

m

Weighted average number of shares 1,227.8 1,227.8 1,227.8 1,227.8 Shares held by ESOP (weighted) – – – – Shares issuable (weighted) – 4.1 – 1.2

Weighted average number of shares used in calculating (loss)/earnings per share 1,227.8 1,231.9 1,227.8 1,229.0

Pence

per share Pence

per share Pence

per share Pence

per share

(Loss)/earnings per share (37.5) (37.5) 4.0 4.0

Earnings per share – before exceptional items 2.2 2.2 6.4 6.4

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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13 (LOSS)/EARNINGS PER SHARE Basic (loss)/earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the financial year, excluding any shares purchased by the Company and held as treasury shares.

For diluted (loss)/earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The Group has one class of dilutive potential ordinary share, those share options granted to employees where the exercise price is less than the market price of the Company’s ordinary shares during the financial year.

With respect to the current period, there was no difference in the weighted average number of shares used in the calculation of basic and diluted loss per share as the effect of all potentially dilutive shares outstanding was anti-dilutive.

Basic and diluted (loss)/earnings per share 1 September 2018 2 September 2017

Basic £m

Diluted £m

Basic £m

Diluted £m

(Loss)/profit for the financial year after taxation (461.0) (461.0) 48.8 48.8 Exceptional items after taxation (note 7) 488.1 488.1 29.2 29.2

Profit for the financial year after taxation – before exceptional items 27.1 27.1 78.0 78.0

Number

m Number

m Number

m Number

m

Weighted average number of shares 1,227.8 1,227.8 1,227.8 1,227.8 Shares held by ESOP (weighted) – – – – Shares issuable (weighted) – 4.1 – 1.2

Weighted average number of shares used in calculating (loss)/earnings per share 1,227.8 1,231.9 1,227.8 1,229.0

Pence

per share Pence

per share Pence

per share Pence

per share

(Loss)/earnings per share (37.5) (37.5) 4.0 4.0

Earnings per share – before exceptional items 2.2 2.2 6.4 6.4

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

115 Debenhams plc Annual Report & Accounts 2018

14 INTANGIBLE ASSETS

Goodwill £m

Acquired licences and trademarks

£m

Internally generated

software £m

Purchased software

£m Total

£m

Cost At 3 September 2016 818.9 7.2 194.1 40.6 1,060.8 Additions – – 42.8 10.5 53.3 Exchange rate movement 0.6 – 1.1 0.1 1.8 Disposals and write-offs – – (12.0) (3.2) (15.2)

At 2 September 2017 819.5 7.2 226.0 48.0 1,100.7 Additions – – 29.3 1.7 31.0 Exchange rate movement (0.1) – (0.2) – (0.3) Disposals and write-offs – – (83.2) (0.9) (84.1)

At 1 September 2018 819.4 7.2 171.9 48.8 1,047.3

Accumulated amortisation and impairment At 3 September 2016 – 5.1 82.0 11.6 98.7 Charge for the financial year – 0.7 15.7 3.6 20.0 Exchange rate movement – – 0.7 – 0.7 Disposals and write-offs – – (8.0) (2.6) (10.6)

At 2 September 2017 – 5.8 90.4 12.6 108.8 Charge for the financial year – 0.5 18.1 4.4 23.0 Impairment loss (note 7) 302.1 – – – 302.1 Exchange rate movement – – (0.2) – (0.2) Disposals and write-offs – – (5.0) (0.8) (5.8)

At 1 September 2018 302.1 6.3 103.3 16.2 427.9

Net book value At 1 September 2018 517.3 0.9 68.6 32.6 619.4

At 2 September 2017 819.5 1.4 135.6 35.4 991.9

At 3 September 2016 818.9 2.1 112.1 29.0 962.1

Assets in the course of construction at net book value, included primarily within internally generated software, were:

1 September 2018

£m

2 September 2017

£m

Assets in the course of construction 10.0 84.8

Amortisation and impairment of intangible assets Amortisation of the Group’s intangible assets has been charged to the income statement as follows:

1 September

2018 £m

2 September 2017

£m

Included within:

Cost of sales 13.9 13.5 Distribution costs 2.9 2.0 Administrative expenses 6.2 4.5

23.0 20.0

Amortisation and impairment includes an impairment loss of £302.1 million (2017: £nil) which has been charged to the income statement within exceptional cost of sales.

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14 INTANGIBLE ASSETS CONTINUED Intangible assets includes within “purchased software” the following assets held under finance leases:

1 September 2018

£m

2 September 2017

£m

Cost 8.2 8.2 Accumulated amortisation (3.9) (2.7)

Net book value 4.3 5.5

Contractual commitments at 1 September 2018 were £0.4 million (2017: £nil).

Capitalised finance costs Finance costs capitalised on qualifying assets included in additions amounted to £3.1 million (2017: £2.1 million). Accumulated finance costs capitalised included in the cost of intangible assets (net of disposals) amounted to £0.6 million (2017: £3.7 million). The capitalisation rate used to determine the amount of borrowing costs eligible for capitalisation is 4.2% (2017: 4.2%).

Impairment test for goodwill Goodwill is not amortised but is reviewed on an annual basis or more frequently if there are indications that goodwill may be impaired. Goodwill represents the goodwill for a portfolio of sites, which has been allocated to cash-generating units (CGUs) according to the level at which management monitors that goodwill. The CGUs are UK and other.

In prior years, the UK CGU comprised of UK stores only, whilst the other CGU aggregated all the online (“direct”) sales, international and wholesale sales. In the current year the Group has aggregated all UK assets (stores and direct) to better reflect how cash flows are generated within the UK segment and comparatives have been restated below.

UK £m

Other £m

Total £m

Goodwill

At 1 September 2018 497.5 19.8 517.3

At 2 September 2017 799.6 19.9 819.5

For the purposes of this impairment review, the recoverable amounts of the CGUs are determined based on value-in-use calculations. Cash flow projections are based on the Group’s three year internal forecasts, the results of which are reviewed by the board. The forecasts are extrapolated to five years based on management’s expectations. Internal forecasts are built up using management’s previous experience and incorporates its view of current economic conditions and trading expectations. For further details refer to the Strategic report on pages 10 to 19. Management determines that the discount factor, sales growth and operating margins are the key assumptions.

Discount rates are determined using rates that reflect the current market assessment of the time value of money and the risks specific to the cash-generating units. The post-tax discount rate used to calculate the value-in-use was 7.2% (2017: 7.3%) and reflects the specific risks in the retail business. The pre-tax discount rate is 8.1% (2017: 8.4%). The discount rates used are post-tax and risk-free rates.

The annual sales growth ranges from (6.0)% to 3.0% (2017: (2.0)% to 4.0%) during the five year period, taking into consideration both external factors, such as market expectations and internal factors such as trading plans and the transformation process. Cash flows beyond the five year period are extrapolated based on the assumption of 0% (2017: 1.0%) growth after year five. The growth rates do not exceed the long-term average growth rate for the retail sector in which the CGUs operate.

Management determined the gross margin for each CGU based on performance and its expectations for the market. Assumed margin percentage improvements represent the cost savings through operational efficiencies as part of the strategic review. The weighted average growth rates used are consistent with the forecasts included in industry reports.

As a result of the impairment review, as at 1 September 2018 an impairment of £302.1 million (2017: £nil) to goodwill was required (refer to note 7).

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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14 INTANGIBLE ASSETS CONTINUED Intangible assets includes within “purchased software” the following assets held under finance leases:

1 September 2018

£m

2 September 2017

£m

Cost 8.2 8.2 Accumulated amortisation (3.9) (2.7)

Net book value 4.3 5.5

Contractual commitments at 1 September 2018 were £0.4 million (2017: £nil).

Capitalised finance costs Finance costs capitalised on qualifying assets included in additions amounted to £3.1 million (2017: £2.1 million). Accumulated finance costs capitalised included in the cost of intangible assets (net of disposals) amounted to £0.6 million (2017: £3.7 million). The capitalisation rate used to determine the amount of borrowing costs eligible for capitalisation is 4.2% (2017: 4.2%).

Impairment test for goodwill Goodwill is not amortised but is reviewed on an annual basis or more frequently if there are indications that goodwill may be impaired. Goodwill represents the goodwill for a portfolio of sites, which has been allocated to cash-generating units (CGUs) according to the level at which management monitors that goodwill. The CGUs are UK and other.

In prior years, the UK CGU comprised of UK stores only, whilst the other CGU aggregated all the online (“direct”) sales, international and wholesale sales. In the current year the Group has aggregated all UK assets (stores and direct) to better reflect how cash flows are generated within the UK segment and comparatives have been restated below.

UK £m

Other £m

Total £m

Goodwill

At 1 September 2018 497.5 19.8 517.3

At 2 September 2017 799.6 19.9 819.5

For the purposes of this impairment review, the recoverable amounts of the CGUs are determined based on value-in-use calculations. Cash flow projections are based on the Group’s three year internal forecasts, the results of which are reviewed by the board. The forecasts are extrapolated to five years based on management’s expectations. Internal forecasts are built up using management’s previous experience and incorporates its view of current economic conditions and trading expectations. For further details refer to the Strategic report on pages 10 to 19. Management determines that the discount factor, sales growth and operating margins are the key assumptions.

Discount rates are determined using rates that reflect the current market assessment of the time value of money and the risks specific to the cash-generating units. The post-tax discount rate used to calculate the value-in-use was 7.2% (2017: 7.3%) and reflects the specific risks in the retail business. The pre-tax discount rate is 8.1% (2017: 8.4%). The discount rates used are post-tax and risk-free rates.

The annual sales growth ranges from (6.0)% to 3.0% (2017: (2.0)% to 4.0%) during the five year period, taking into consideration both external factors, such as market expectations and internal factors such as trading plans and the transformation process. Cash flows beyond the five year period are extrapolated based on the assumption of 0% (2017: 1.0%) growth after year five. The growth rates do not exceed the long-term average growth rate for the retail sector in which the CGUs operate.

Management determined the gross margin for each CGU based on performance and its expectations for the market. Assumed margin percentage improvements represent the cost savings through operational efficiencies as part of the strategic review. The weighted average growth rates used are consistent with the forecasts included in industry reports.

As a result of the impairment review, as at 1 September 2018 an impairment of £302.1 million (2017: £nil) to goodwill was required (refer to note 7).

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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117 Debenhams plc Annual Report & Accounts 2018

The board has performed a sensitivity analysis. Possible changes to the assumptions would result in the following changes to the impairment charge.

Change

1 September 2018

£m

Change to the discount factor 0.5% (48.3) Change to the short-term growth rate (1.0%) (68.9) Change to the long-term growth rate (1.0%) (115.0)

In accordance with the requirements of IAS 36 “Impairment of assets”, the individual store assets have been tested for impairment before the group of stores considered to be the CGU for goodwill purposes. Goodwill impairment is applied after also considering onerous lease obligations arising from the impairment review.

Disposals and write-offs During the period the Group made the decision to write off intangible assets result from the decision to no longer pursue various projects totalling £78.3 million (2017: £nil) as part of the strategic review (refer to note 7).

15 PROPERTY, PLANT AND EQUIPMENT Land and buildings

Freehold £m

Long leasehold

£m

Short leasehold fixtures and

fittings £m

Vehicles, fixtures and equipment

£m Total

£m

Cost At 3 September 2016 1.6 7.7 383.1 1,059.4 1,451.8 Additions – – 3.1 75.3 78.4 Exchange rate movements – – 2.2 9.4 11.6 Disposals and write-offs – – – (22.8) (22.8)

At 2 September 2017 1.6 7.7 388.4 1,121.3 1,519.0 Additions – – 4.4 98.2 102.6 Exchange rate movements – – (0.7) (2.6) (3.3) Disposals and write-offs (1.0) – (1.4) (42.2) (44.6)

At 1 September 2018 0.6 7.7 390.7 1,174.7 1,573.7

Accumulated depreciation and impairment At 3 September 2016 0.2 1.5 168.4 611.5 781.6 Charge for the financial year – 0.1 15.3 74.1 89.5 Impairment loss (note 7) – – 2.2 5.0 7.2 Exchange rate movements – – 0.8 6.6 7.4 Disposals and write-offs – – – (21.6) (21.6)

At 2 September 2017 0.2 1.6 186.7 675.6 864.1 Charge for the financial year – 0.2 15.5 76.7 92.4 Impairment loss (note 7) – – 20.3 35.5 55.8 Exchange rate movements – – (0.2) (2.0) (2.2) Disposals and write-offs (0.1) – (1.2) (38.8) (40.1)

At 1 September 2018 0.1 1.8 221.1 747.0 970.0

Net book value At 1 September 2018 0.5 5.9 169.6 427.7 603.7

At 2 September 2017 1.4 6.1 201.7 445.7 654.9

At 3 September 2016 1.4 6.2 214.7 447.9 670.2

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15 PROPERTY, PLANT AND EQUIPMENT CONTINUED Assets in the course of construction, included primarily in fixtures and fittings within “Vehicles, fixtures and equipment” above at net book value was:

1 September 2018

£m

2 September 2017

£m

Assets in the course of construction 61.4 34.2

Property, plant and equipment includes the following assets held under finance leases included primarily in “Vehicles, fixtures and equipment”:

1 September

2018 £m

2 September 2017

£m

Cost 7.3 8.0 Accumulated depreciation (6.6) (6.3)

Net book value 0.7 1.7

Contractual commitments at 1 September 2018 were £6.8 million (2017: £0.5 million).

Capitalised finance costs Finance costs capitalised on qualifying assets included in additions amounted to £0.5 million (2017: £0.4 million). Accumulated finance costs capitalised included in the cost of property, plant and equipment (net of disposals) amounted to £3.9 million (2017: £3.4 million). The capitalisation rate used to determine the amount of borrowing costs eligible for capitalisation is 4.2% (2017: 4.2%).

Impairment test for store assets Store assets are subject to impairment reviews whenever changes in events or circumstances indicate that an impairment may have occurred. Store assets (or the CGU to which the assets belong) are written down to the higher of fair value less costs to sell and value-in-use. The key assumptions for the value-in-use calculations are based on those detailed for the goodwill impairment model in note 14 as applicable to stores.

During the year, the Group has recognised an impairment charge of £55.8 million (2017: £7.2 million) relating to property plant and equipment. This impairment charge has been recognised within exceptional items within cost of sales (see note 7).

The Group has performed a sensitivity analysis on the impairment tests for its store portfolio using various reasonably possible scenarios. An increase of one percentage point in the post-tax discount rate would have resulted in an increase to the impairment charge of £0.1 million (2017: £0.2 million). A decrease of one percentage point in the growth rate after year three would have resulted in an increase to the impairment charge of £0.2 million (2017: £0.3 million).

16 INVESTMENT IN ASSOCIATE Total

£m

Acquisition of associate 7.5 Share of post-tax losses (0.8)

At 1 September 2018 6.7

On 5 September 2017, the Group acquired a minority stake in blow LTD for a cash consideration of £7.5 million. blow LTD provides beauty services and is registered in the UK.

The Group’s interest accounts for 20% of the issued share capital in blow LTD and is accounted for using the equity method. The Group concluded that it does not control this associate’s activities, and therefore has not included it in the Group consolidation.

The accounting period end date of the associate blow LTD is 30 April 2018. The accounting period end date for this associate differs from those of the Group for commercial reasons and depends upon the requirements of the associate as well as those of the Group. There are no significant restrictions on the ability of this associate to transfer funds to the Group, other than those imposed by the Companies Act 2006.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

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15 PROPERTY, PLANT AND EQUIPMENT CONTINUED Assets in the course of construction, included primarily in fixtures and fittings within “Vehicles, fixtures and equipment” above at net book value was:

1 September 2018

£m

2 September 2017

£m

Assets in the course of construction 61.4 34.2

Property, plant and equipment includes the following assets held under finance leases included primarily in “Vehicles, fixtures and equipment”:

1 September

2018 £m

2 September 2017

£m

Cost 7.3 8.0 Accumulated depreciation (6.6) (6.3)

Net book value 0.7 1.7

Contractual commitments at 1 September 2018 were £6.8 million (2017: £0.5 million).

Capitalised finance costs Finance costs capitalised on qualifying assets included in additions amounted to £0.5 million (2017: £0.4 million). Accumulated finance costs capitalised included in the cost of property, plant and equipment (net of disposals) amounted to £3.9 million (2017: £3.4 million). The capitalisation rate used to determine the amount of borrowing costs eligible for capitalisation is 4.2% (2017: 4.2%).

Impairment test for store assets Store assets are subject to impairment reviews whenever changes in events or circumstances indicate that an impairment may have occurred. Store assets (or the CGU to which the assets belong) are written down to the higher of fair value less costs to sell and value-in-use. The key assumptions for the value-in-use calculations are based on those detailed for the goodwill impairment model in note 14 as applicable to stores.

During the year, the Group has recognised an impairment charge of £55.8 million (2017: £7.2 million) relating to property plant and equipment. This impairment charge has been recognised within exceptional items within cost of sales (see note 7).

The Group has performed a sensitivity analysis on the impairment tests for its store portfolio using various reasonably possible scenarios. An increase of one percentage point in the post-tax discount rate would have resulted in an increase to the impairment charge of £0.1 million (2017: £0.2 million). A decrease of one percentage point in the growth rate after year three would have resulted in an increase to the impairment charge of £0.2 million (2017: £0.3 million).

16 INVESTMENT IN ASSOCIATE Total

£m

Acquisition of associate 7.5 Share of post-tax losses (0.8)

At 1 September 2018 6.7

On 5 September 2017, the Group acquired a minority stake in blow LTD for a cash consideration of £7.5 million. blow LTD provides beauty services and is registered in the UK.

The Group’s interest accounts for 20% of the issued share capital in blow LTD and is accounted for using the equity method. The Group concluded that it does not control this associate’s activities, and therefore has not included it in the Group consolidation.

The accounting period end date of the associate blow LTD is 30 April 2018. The accounting period end date for this associate differs from those of the Group for commercial reasons and depends upon the requirements of the associate as well as those of the Group. There are no significant restrictions on the ability of this associate to transfer funds to the Group, other than those imposed by the Companies Act 2006.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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119 Debenhams plc Annual Report & Accounts 2018

Management has performed an impairment test and sensitivity analysis on its investment in blow LTD. The carrying value of blow LTD at 1 September 2018 is £6.7 million. The recoverable value of this investment was estimated using a discounted cash flow model based on latest forecasts. No impairment was recognised in the period for this investment. Sensitivity tests for reasonably possible increases in the assumptions would not indicate impairment in this investment. Future changes in estimated cash flows, discount rates, competitive landscape, retail market conditions and other factors may result in impairment losses or reversals of impairment in future periods.

This associate is not considered to be individually material to the Group.

17 AVAILABLE-FOR-SALE INVESTMENTS Total

£m

At 3 September 2016 1.3 Decrease in the market value charged to the statement of comprehensive income (0.1)

At 2 September 2017 1.2 Decrease in the market value charged to the statement of comprehensive income (0.2)

At 1 September 2018 1.0

The Group holds 10% (2017: 10%) of the issued shares of Ermes Department Stores Plc (“Ermes”), a company listed on the Cyprus Stock Exchange whose shares are quoted in Euro. The market value of the shares at 1 September 2018 was £1.0 million (2017: £1.2 million). Ermes is a company that is registered and trades in Cyprus.

18 INVENTORIES

1 September

2018 £m

Restated* 2 September

2017 £m

Items held for resale 396.0 374.1

* See note 2 for details.

19 TRADE AND OTHER RECEIVABLES

1 September

2018 £m

2 September 2017

£m

Non-current Trade and other receivables 20.4 19.8 Allowance for doubtful debts – (0.5)

20.4 19.3

Other receivables include contractual lease deposits of £18.1 million (2017: £18.7 million).

1 September

2018 £m

2 September 2017

£m

Current Trade receivables 27.4 28.6 Allowance for doubtful debts (3.2) (1.1)

24.2 27.5 Other receivables 1.4 2.1 Prepayments and accrued income 55.7 53.3

81.3 82.9

At the year end, £23.1 million (2017: £24.6 million) of the trade receivables were denominated in sterling, £0.4 million (2017: 0.4 million) in dollars £0.5 million (2017: £0.5 million) in Euro and £3.4 million (2017: £3.5 million) in Danish krone.

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19 TRADE AND OTHER RECEIVABLES CONTINUED The movement in the allowance for doubtful debts is analysed as follows:

Total £m

At 3 September 2016 (0.9) Increase in provision (0.7)

At 2 September 2017 (1.6) Increase in provision (1.6)

At 1 September 2018 (3.2)

Trade receivables which are past their due date but not impaired amount to £5.4 million (2017: £2.7 million). Trade receivables which are past their due date are provided based on estimated irrecoverable amounts from the sale of goods. At 1 September 2018, £3.2 million (2017: £1.6 million) of trade receivables were past their due date and impaired. Included in prepayments and accrued income is £5.0 million (2017: £4.2 million) of accrued supplier income relating to rebates which have been earned but not yet invoiced. Supplier income that has been invoiced but not yet paid is included in trade receivables and supplier income that has been invoiced but not yet settled against future trade payable balances is included in trade payables.

20 CASH AND CASH EQUIVALENTS

1 September

2018 £m

2 September 2017

£m

Cash at bank and in hand 42.7 40.0

21 TRADE AND OTHER PAYABLES

1 September 2018

£m

Restated* 2 September

2017 £m

Trade payables 433.0 387.6 Other payables 77.8 82.4 Taxation and social security 30.3 24.2 Accruals 70.4 82.1 Deferred income 4.1 3.3 615.6 579.6

* See note 2 for details.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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19 TRADE AND OTHER RECEIVABLES CONTINUED The movement in the allowance for doubtful debts is analysed as follows:

Total £m

At 3 September 2016 (0.9) Increase in provision (0.7)

At 2 September 2017 (1.6) Increase in provision (1.6)

At 1 September 2018 (3.2)

Trade receivables which are past their due date but not impaired amount to £5.4 million (2017: £2.7 million). Trade receivables which are past their due date are provided based on estimated irrecoverable amounts from the sale of goods. At 1 September 2018, £3.2 million (2017: £1.6 million) of trade receivables were past their due date and impaired. Included in prepayments and accrued income is £5.0 million (2017: £4.2 million) of accrued supplier income relating to rebates which have been earned but not yet invoiced. Supplier income that has been invoiced but not yet paid is included in trade receivables and supplier income that has been invoiced but not yet settled against future trade payable balances is included in trade payables.

20 CASH AND CASH EQUIVALENTS

1 September

2018 £m

2 September 2017

£m

Cash at bank and in hand 42.7 40.0

21 TRADE AND OTHER PAYABLES

1 September 2018

£m

Restated* 2 September

2017 £m

Trade payables 433.0 387.6 Other payables 77.8 82.4 Taxation and social security 30.3 24.2 Accruals 70.4 82.1 Deferred income 4.1 3.3 615.6 579.6

* See note 2 for details.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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121 Debenhams plc Annual Report & Accounts 2018

22 BORROWINGS

1 September

2018 £m

2 September 2017

£m

Current Bank overdraft 3.8 20.3 Revolving credit facility1 158.9 93.1 Senior notes2 1.4 1.4 Lease obligations 1.5 1.6

Total current borrowings 165.6 116.4

Non-current Senior notes2 198.4 197.9 Lease obligations – 1.6

Total non-current borrowings 198.4 199.5

Total current and non-current borrowings 364.0 315.9

1 Revolving credit facility is stated net of unamortised issue costs of £2.2 million (2017: £1.9 million) and includes accrued interest of £0.1 million (2017: £nil). 2 Senior notes, due in 2021, were issued during July 2014 at a coupon rate of 5.25%. Senior notes include accrued interest of £1.4 million (2017:

£1.4 million) and are stated net of unamortised issue costs of £1.6 million (2017: £2.1 million). Interest on the senior notes is payable semi-annually.

At 1 September 2018, the Group’s drawings under credit facilities outstanding comprised revolving credit facility drawings of £161.0 million (2017: £95.0 million). During the 2016 financial year, the Company refinanced its £350.0 million revolving credit facility, choosing to reduce the facility size to £320.0 million in the process and extending the maturity from October 2018 to June 2020. The amended revolving credit facility contains an option to request an extension to June 2021. During the year ended 1 September 2018, the Company made an amendment to its revolving credit facility to increase headroom on the fixed charge covenant, £0.8 million of debt amendment fees were incurred in this process.

During the current and prior financial years, the Group has complied with its covenants relating to its credit facilities.

The amortisation charge relating to the issue costs of the revolving credit facility was £0.5 million for the year ended 1 September 2018 (2017: £0.7 million). The amortisation charge relating to the issue costs of the senior notes was £0.5 million for the year ended 1 September 2018 (2017: £0.6 million).

Finance lease obligations Finance lease obligations relate mainly to software, leased under hire purchase contracts.

The minimum lease payments under finance leases fall due as follows:

1 September

2018 £m

2 September 2017

£m

Not later than one year 1.5 1.7 Later than one year but not later than five years – 1.6

1.5 3.3 Interest element of future instalments – (0.1)

Present value of finance lease obligations 1.5 3.2

The present value of finance lease obligations does not materially differ from their carrying values.

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22 BORROWINGS CONTINED Maturity of borrowings The maturity of the Group’s undiscounted borrowings is:

1 September

2018 £m

2 September 2017

£m

Amounts falling due: In one year or less or on demand 165.6 116.4 In more than one year but not more than two years – 1.6 In more than two years but not more than five years 198.4 197.9

364.0 315.9

Interest rates The effective interest rates at the balance sheet dates were:

1 September

2018 %

2 September 2017

%

Bank overdraft 2.45 1.63 Revolving credit facility 2.96 1.74 Senior notes 5.25 5.25 Lease obligations 2.25 2.25

Borrowing facilities The Group has the following undrawn committed facilities available at 1 September 2018, in respect of which all conditions precedent had been met as at that date:

1 September

2018 £m

2 September 2017

£m

Expiring in: More than one year but not more than two years (2017: between two and five years) 159.0 225.0

23 FINANCIAL RISK MANAGEMENT a) Financial risks and treasury management The Group conducts its treasury activities within the remit of a treasury policy which outlines approved policies, procedures and authority levels. The board delegates its responsibility for reviewing and approving treasury policy to the Audit Committee. Reports are prepared monthly covering all areas of treasury activity and policy compliance and are reviewed by the Chief Financial Officer. The board and Audit Committee receive regular reports covering treasury activities and policy compliance. Group treasury manages the Group’s funding requirements and financial risks in line with the agreed treasury policies and procedures.

The Group’s financial instruments, other than derivatives, primarily include borrowings, cash and liquid resources, available- for-sale assets, trade receivables and trade payables. The main purpose of these financial instruments is to manage liquidity or raise finance for the Group.

Group treasury uses derivative financial instruments to manage its currency risk arising from the Group’s operations and interest rate risks associated with the Group’s financing. The derivatives used are mainly forward currency contracts and interest rate swaps. The Group did not have any interest rate swaps in place at 1 September 2018.

The Group’s activities expose it to a variety of financial risks, which include:

• Funding and liquidity risk • Credit risk • Foreign exchange risk • Interest rate risk • Other price risk

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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22 BORROWINGS CONTINED Maturity of borrowings The maturity of the Group’s undiscounted borrowings is:

1 September

2018 £m

2 September 2017

£m

Amounts falling due: In one year or less or on demand 165.6 116.4 In more than one year but not more than two years – 1.6 In more than two years but not more than five years 198.4 197.9

364.0 315.9

Interest rates The effective interest rates at the balance sheet dates were:

1 September

2018 %

2 September 2017

%

Bank overdraft 2.45 1.63 Revolving credit facility 2.96 1.74 Senior notes 5.25 5.25 Lease obligations 2.25 2.25

Borrowing facilities The Group has the following undrawn committed facilities available at 1 September 2018, in respect of which all conditions precedent had been met as at that date:

1 September

2018 £m

2 September 2017

£m

Expiring in: More than one year but not more than two years (2017: between two and five years) 159.0 225.0

23 FINANCIAL RISK MANAGEMENT a) Financial risks and treasury management The Group conducts its treasury activities within the remit of a treasury policy which outlines approved policies, procedures and authority levels. The board delegates its responsibility for reviewing and approving treasury policy to the Audit Committee. Reports are prepared monthly covering all areas of treasury activity and policy compliance and are reviewed by the Chief Financial Officer. The board and Audit Committee receive regular reports covering treasury activities and policy compliance. Group treasury manages the Group’s funding requirements and financial risks in line with the agreed treasury policies and procedures.

The Group’s financial instruments, other than derivatives, primarily include borrowings, cash and liquid resources, available- for-sale assets, trade receivables and trade payables. The main purpose of these financial instruments is to manage liquidity or raise finance for the Group.

Group treasury uses derivative financial instruments to manage its currency risk arising from the Group’s operations and interest rate risks associated with the Group’s financing. The derivatives used are mainly forward currency contracts and interest rate swaps. The Group did not have any interest rate swaps in place at 1 September 2018.

The Group’s activities expose it to a variety of financial risks, which include:

• Funding and liquidity risk • Credit risk • Foreign exchange risk • Interest rate risk • Other price risk

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

123 Debenhams plc Annual Report & Accounts 2018

The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. The Group uses derivative financial instruments to hedge certain risk exposures.

The policies and strategies for managing these risks are summarised as follows:

i) Funding and liquidity risk Prudent liquidity risk management implies sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying business, Group treasury aims to maintain flexibility in funding by keeping committed credit lines available.

The Group finances its operations by a combination of retained profits, debt finance and leases. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure that it has a sufficient cash or working capital facility to meet the cash flow and covenant requirements of the Group and the current business plan.

Surplus cash held by the operating entities over and above balances required for working capital management is transferred to Group treasury. Group treasury invests surplus cash in interest bearing current accounts and term deposits, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the above-mentioned forecasts.

The table below shows the maturity analysis of the Group’s net contractual undiscounted cash flows in respect of non- derivative financial liabilities and derivative assets and liabilities at the balance sheet date.

Less than one year

£m

One to two years

£m

Two to five years

£m

At 1 September 2018 Non-derivative financial liabilities Borrowings excluding finance lease liabilities (164.8) – (200.0) Interest payments due on borrowings (10.6) (10.5) (10.5) Finance lease liabilities (1.5) – – Trade and other payables (557.5) – – Derivative financial assets and liabilities

Forward foreign currency contracts Gross settled derivative contracts – receipts 546.6 209.6 – Gross settled derivative contracts – payments (542.6) (204.2) –

Total (730.4) (5.1) (210.5)

Restated (see note 2) Less than one year

£m

One to two years

£m

Two to five years

£m

At 2 September 2017 Non-derivative financial liabilities Borrowings excluding finance lease liabilities (115.3) – (200.0) Interest payments due on borrowings (10.5) (10.5) (21.0) Finance lease liabilities (1.7) (1.6) – Trade and other payables (507.8) – – Derivative financial assets and liabilities Forward foreign currency contracts

Gross settled derivative contracts – receipts 402.4 190.1 – Gross settled derivative contracts – payments (409.7) (194.8) –

Total (642.6) (16.8) (221.0)

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23 FINANCIAL RISK MANAGEMENT CONTINUED ii) Credit risk Credit risk is the risk that the Group may suffer financial loss through default by customers or financial institutions. The Group has no significant concentrations of credit risk. Sales to retail customers are made in cash or by credit and debit cards. Wholesale sales of products are made to franchise partners with an appropriate credit history and, where possible, are covered by letters of credit and/or credit insurance. Derivative counterparties and cash transactions are limited to high credit-quality financial institutions. The Group has policies that limit the amount of credit exposure to any one financial institution. The Group’s policy requires that cash surpluses are placed on deposit for no longer than three months and only with counterparties with a credit rating of BBB- or Baa3 or higher as assigned by Standard & Poor’s or Moody’s respectively. Exceptions to this policy require Audit Committee approval.

The Group considers its maximum credit risk at 1 September 2018 to be £103.8 million (2017: £95.4 million) being the Group’s total financial assets.

iii) Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar, the Euro, the Chinese yuan and the Danish krone.

To manage the foreign exchange transaction risk, entities in the Group use forward foreign currency contracts transacted by Group treasury. Foreign exchange risk arises when commercial transactions are denominated in a currency that is not the entity’s functional currency. Group treasury is responsible for managing the exposure in each foreign currency by using external forward foreign currency contracts with a settlement of up to three (2017: three) years. Forecast cash flows are hedged to the extent that those cash flows are deemed highly probable. The Group regularly reviews the need to hedge foreign exchange exposure arising from the financial results, assets and liabilities of its non-sterling businesses, hedging those exposures to the extent that they are considered appropriate for hedging.

The Group manages foreign exchange translation risk by entering into monthly foreign exchange swap contracts to offset month-by-month currency translation impacts within the Group, where appropriate.

During the period ended 2 September 2017, the Group closed out certain forward foreign currency contracts and reset the contracts to current market rates. As a result of these prior period transactions, cash amounting to £10.1 million was received. Gains on forward foreign currency contracts reset to current market rates are recycled from the hedging reserve as the contracts reach expiry in accordance with the Group’s cash flow hedging policy.

A loss of £2.2 million (2017: gain of £50.4 million) was reclassified from equity to the income statement within cost of inventory during the year in respect of forward foreign currency contracts designated as cash flow hedges.

The notional value of open forward foreign currency contracts at 1 September 2018 was £632.6 million (2017: £565.7 million).

The net fair value gains on open forward foreign currency contracts held in the hedging reserve at 1 September 2018 were £8.5 million (2017: losses of £5.5 million). This will be recycled and adjusted against the initial measurement of the acquisition cost of inventory over the next three years.

During the current and prior financial years, there were no contracts reclassified to “held for trading” due to cash flow hedges being ineffective.

iv) Interest rate risk The Group’s interest rate risk arises from long-term borrowing facilities with debt issued at variable rates that expose the Group to cash flow interest rate risk. At 1 September 2018, Debenhams plc has in issue £200.0 million (2017: £200.0 million) of senior notes at a coupon rate of 5.25% (2017: 5.25%) which reduces the Group’s exposure to cash flow interest rate risk.

The interest exposure of the Group is managed within the constraints of the Group’s business plan and the financial covenants under its facilities. The aim is to reduce exposure to interest rate movements and to take advantage of low interest rates by hedging an appropriate amount of interest rate exposure whilst maintaining the flexibility to minimise early termination costs. The Group’s interest rate hedging strategy is to achieve a target fixed percentage of 75%, with a 15% tolerance (60%-90%).

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

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23 FINANCIAL RISK MANAGEMENT CONTINUED ii) Credit risk Credit risk is the risk that the Group may suffer financial loss through default by customers or financial institutions. The Group has no significant concentrations of credit risk. Sales to retail customers are made in cash or by credit and debit cards. Wholesale sales of products are made to franchise partners with an appropriate credit history and, where possible, are covered by letters of credit and/or credit insurance. Derivative counterparties and cash transactions are limited to high credit-quality financial institutions. The Group has policies that limit the amount of credit exposure to any one financial institution. The Group’s policy requires that cash surpluses are placed on deposit for no longer than three months and only with counterparties with a credit rating of BBB- or Baa3 or higher as assigned by Standard & Poor’s or Moody’s respectively. Exceptions to this policy require Audit Committee approval.

The Group considers its maximum credit risk at 1 September 2018 to be £103.8 million (2017: £95.4 million) being the Group’s total financial assets.

iii) Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar, the Euro, the Chinese yuan and the Danish krone.

To manage the foreign exchange transaction risk, entities in the Group use forward foreign currency contracts transacted by Group treasury. Foreign exchange risk arises when commercial transactions are denominated in a currency that is not the entity’s functional currency. Group treasury is responsible for managing the exposure in each foreign currency by using external forward foreign currency contracts with a settlement of up to three (2017: three) years. Forecast cash flows are hedged to the extent that those cash flows are deemed highly probable. The Group regularly reviews the need to hedge foreign exchange exposure arising from the financial results, assets and liabilities of its non-sterling businesses, hedging those exposures to the extent that they are considered appropriate for hedging.

The Group manages foreign exchange translation risk by entering into monthly foreign exchange swap contracts to offset month-by-month currency translation impacts within the Group, where appropriate.

During the period ended 2 September 2017, the Group closed out certain forward foreign currency contracts and reset the contracts to current market rates. As a result of these prior period transactions, cash amounting to £10.1 million was received. Gains on forward foreign currency contracts reset to current market rates are recycled from the hedging reserve as the contracts reach expiry in accordance with the Group’s cash flow hedging policy.

A loss of £2.2 million (2017: gain of £50.4 million) was reclassified from equity to the income statement within cost of inventory during the year in respect of forward foreign currency contracts designated as cash flow hedges.

The notional value of open forward foreign currency contracts at 1 September 2018 was £632.6 million (2017: £565.7 million).

The net fair value gains on open forward foreign currency contracts held in the hedging reserve at 1 September 2018 were £8.5 million (2017: losses of £5.5 million). This will be recycled and adjusted against the initial measurement of the acquisition cost of inventory over the next three years.

During the current and prior financial years, there were no contracts reclassified to “held for trading” due to cash flow hedges being ineffective.

iv) Interest rate risk The Group’s interest rate risk arises from long-term borrowing facilities with debt issued at variable rates that expose the Group to cash flow interest rate risk. At 1 September 2018, Debenhams plc has in issue £200.0 million (2017: £200.0 million) of senior notes at a coupon rate of 5.25% (2017: 5.25%) which reduces the Group’s exposure to cash flow interest rate risk.

The interest exposure of the Group is managed within the constraints of the Group’s business plan and the financial covenants under its facilities. The aim is to reduce exposure to interest rate movements and to take advantage of low interest rates by hedging an appropriate amount of interest rate exposure whilst maintaining the flexibility to minimise early termination costs. The Group’s interest rate hedging strategy is to achieve a target fixed percentage of 75%, with a 15% tolerance (60%-90%).

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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125 Debenhams plc Annual Report & Accounts 2018

The impact of movements in interest rates is managed with fixed rate debt and the use of interest rate swaps. Interest rate swaps are usually matched with specific loans for a period of time up to their maturity or call date.

The Group’s main interest rate exposure is from the floating rate loans under the credit facilities. At the year end, the percentage of the Group’s total borrowings subject to fixed interest rates (either directly or as a result of hedging) was 54.6% (2017: 62.8%). The average percentage of the Group’s total borrowings throughout the year was 60.0% (2017: 72.0%), which better reflects the cyclical nature of the Group’s cash utilisation.

Interest rate swaps The Group’s interest rate swaps switch interest from floating rates to fixed rates. At 1 September 2018, the Group held no interest rate swaps (2017: none).

The net gains and losses on these swaps throughout the prior year, were deferred in equity, reversed through interest in the income statement over the life of the swaps. During the prior year, a loss of £0.2 million was reclassified and reported in the income statement in respect of interest rate swaps.

Borrowings and cash and cash equivalents The interest rate profiles of borrowings are as follows:

1 September 2018 2 September 2017

Fixed £m

Floating £m

Total £m

Fixed £m

Floating £m

Total £m

Sterling1 (201.5) (164.8) (366.3) (203.2) (115.3) (318.5)

1 Unamortised debt issue costs of £3.8 million (2017: £4.0 million) are excluded from the borrowings above.

Fixed sterling borrowings comprise senior notes of £200.0 million (2017: £200.0 million) and finance lease liabilities of £1.6 million (2017: £3.2 million) at 1 September 2018. The weighted average interest rate on the above fixed and floating rate borrowings as at 1 September 2018 was 4.2% (2017: 4.1%), with the weighted average time for which rates are fixed being 2.8 years (2017: 3.8 years). Floating rate borrowings are interest bearing at interest rates based on LIBOR. Cash deposits are interest bearing at rates based on LIBID or relevant base rates. Non-interest bearing cash refers to cash in stores and uncleared funds.

Floating rate borrowings have been classified as fixed if there were derivative financial instruments hedging the floating rate interest exposure.

The interest rate profiles of cash and cash equivalents were:

1 September 2018 2 September 2017

Fixed £m

Floating £m

Non-interest bearing

£m Total

£m Fixed

£m Floating

£m

Non-interest bearing

£m Total

£m

Financial assets Sterling – 0.4 27.3 27.7 – 0.1 24.3 24.4 Euro – 0.8 5.5 6.3 – – 6.4 6.4 US dollar – 0.4 1.7 2.1 – 0.5 1.6 2.1 Danish krone – 0.9 3.3 4.2 – 0.9 3.0 3.9 Chinese yuan – 0.3 – 0.3 0.2 – 0.1 0.3 Other – 0.1 2.0 2.1 0.8 0.9 1.2 2.9

Total financial assets – 2.9 39.8 42.7 1.0 2.4 36.6 40.0

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23 FINANCIAL RISK MANAGEMENT CONTINUED v) Other price risk The Group is exposed to price risk arising from equity investments.

The sensitivity analysis below has been determined based on the exposure to equity price risk at the reporting date. At the year end, if the market value of equity investments had been 10% higher/lower, when all other variables were held constant, then:

• The income statement would have been unaffected as the equity investments were classified as available-for-sale investments

• Other reserves would increase/decrease by £0.1 million (2017: £0.1 million) for the Group as a result of the changes in the fair value of available-for-sale investments

The above movement in rates is considered to represent reasonable possible changes. Larger or smaller changes are also possible.

b) Capital management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, provide returns for shareholders and benefits to other stakeholders and maintain a structure to optimise the cost of capital. The Group defines capital as debt and equity.

In order to maintain or adjust the capital structure, the Group may consider the amount of dividend paid to shareholders, the return of capital to shareholders, the issue or sale of shares or the sale of assets and the amount of capital-related expenditure to reduce debt.

The Group routinely monitors its capital and liquidity requirements through leverage ratios consistent with industry-wide borrowing standards, maintaining suitable headroom to the bank facility fixed charge, senior notes and leverage covenants together with credit market requirements to ensure that financing requirements continue to be serviceable.

c) Fair value estimates The fair value of forward foreign currency contracts has been determined based on discounted market forward currency exchange rates at the balance sheet date.

The fair value of short-term deposits, loans and overdrafts with a maturity of less than one year are assumed to approximate to their book value. In the case of the Group’s loans due in more than one year, the fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rates available to the Group.

Note 24 shows the carrying value and fair value of financial assets and liabilities.

d) Sensitivity analysis The Group monitors foreign exchange risk and interest rate risk by determining the effect on profit and equity of a range of possible changes in foreign exchange rates and interest rates. The range of sensitivities chosen, being a 10% movement in sterling when compared to the US dollar, Euro, Chinese yuan and Danish krone or 1% movement in the interest rate, reflects the Group’s view of reasonably possible changes to these risk variables which existed at the year end.

The table below illustrates the estimated impact on the Group as a result of market movements in foreign exchange rates in relation to all the Group’s financial instruments.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

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23 FINANCIAL RISK MANAGEMENT CONTINUED v) Other price risk The Group is exposed to price risk arising from equity investments.

The sensitivity analysis below has been determined based on the exposure to equity price risk at the reporting date. At the year end, if the market value of equity investments had been 10% higher/lower, when all other variables were held constant, then:

• The income statement would have been unaffected as the equity investments were classified as available-for-sale investments

• Other reserves would increase/decrease by £0.1 million (2017: £0.1 million) for the Group as a result of the changes in the fair value of available-for-sale investments

The above movement in rates is considered to represent reasonable possible changes. Larger or smaller changes are also possible.

b) Capital management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, provide returns for shareholders and benefits to other stakeholders and maintain a structure to optimise the cost of capital. The Group defines capital as debt and equity.

In order to maintain or adjust the capital structure, the Group may consider the amount of dividend paid to shareholders, the return of capital to shareholders, the issue or sale of shares or the sale of assets and the amount of capital-related expenditure to reduce debt.

The Group routinely monitors its capital and liquidity requirements through leverage ratios consistent with industry-wide borrowing standards, maintaining suitable headroom to the bank facility fixed charge, senior notes and leverage covenants together with credit market requirements to ensure that financing requirements continue to be serviceable.

c) Fair value estimates The fair value of forward foreign currency contracts has been determined based on discounted market forward currency exchange rates at the balance sheet date.

The fair value of short-term deposits, loans and overdrafts with a maturity of less than one year are assumed to approximate to their book value. In the case of the Group’s loans due in more than one year, the fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rates available to the Group.

Note 24 shows the carrying value and fair value of financial assets and liabilities.

d) Sensitivity analysis The Group monitors foreign exchange risk and interest rate risk by determining the effect on profit and equity of a range of possible changes in foreign exchange rates and interest rates. The range of sensitivities chosen, being a 10% movement in sterling when compared to the US dollar, Euro, Chinese yuan and Danish krone or 1% movement in the interest rate, reflects the Group’s view of reasonably possible changes to these risk variables which existed at the year end.

The table below illustrates the estimated impact on the Group as a result of market movements in foreign exchange rates in relation to all the Group’s financial instruments.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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127 Debenhams plc Annual Report & Accounts 2018

1 September 2018 2 September 2017

Income statement (loss)/gain

£m

Equity gain/(loss)

£m

Income statement (loss)/gain

£m

Equity gain/(loss)

£m

10% weakening in sterling compared to US dollar (0.3) 36.7 (0.1) 27.5 10% weakening in sterling compared to Euro – (10.1) – (10.6) 10% weakening in sterling compared to Chinese yuan – 3.0 – 2.9 10% weakening in sterling compared to Danish krone 2.0 – 1.7 –

A 10% strengthening in sterling compared to the US dollar, Euro, Chinese yuan or Danish krone would result in an equal and opposite change in the income statement and equity respectively.

The table below illustrates the estimated impact on the Group as a result of market movements in interest rates in relation to all the Group’s financial instruments. The analysis has been produced assuming no changes in the borrowings and existing interest rate swaps portfolio when considering the interest rate movement.

1 September 2018 2 September 2017

Income statement

loss £m

Equity gain £m

Income statement

loss £m

Equity gain £m

1% increase in interest rate (1.6) – (1.1) –

A 1% decrease in interest rate would result in an equal and opposite change in the income statement.

24 FINANCIAL INSTRUMENTS Financial instruments by category Information regarding the Group’s financial risk management policies has been disclosed in note 23. The following table shows the classification of the Group’s financial instruments that are measured at fair value:

1 September 2018 2 September 2017

Assets £m

Liabilities £m

Assets £m

Liabilities £m

Current Forward foreign currency contracts – cash flow hedges 8.0 (4.2) 4.7 (12.0) Forward foreign currency contracts – held for trading 0.1 (0.2) 0.1 –

8.1 (4.4) 4.8 (12.0)

Non-current Available-for-sale financial assets 1.0 – 1.2 – Forward foreign currency contracts – cash flow hedges 6.0 (0.6) 0.5 (5.3)

7.0 (0.6) 1.7 (5.3)

There were no material differences between the carrying value of cash and cash equivalents, trade and other receivables, trade and other payables, current borrowings and non-current lease obligations and their fair values at the balance sheet date. The carrying value of the Group’s senior notes debt was £199.8 million (2017: £199.3 million) and the fair value of this debt was £155.6 million (2017: £205.4 million).

Fair value measurement The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

• Level 1 – Quoted prices (unadjusted) based on active markets for identical assets or liabilities • Level 2 – Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly

(that is, prices) or indirectly (that is, derived from prices) • Level 3 – Inputs for the asset or liability that are not based on observable market data

None of the Group’s financial assets and liabilities are classed as level 3 within the fair value hierarchy.

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24 FINANCIAL INSTRUMENTS CONTINUED The following table shows the Group’s financial assets and liabilities that are measured at fair value:

Level 1

£m Level 2

£m Total

£m

At 1 September 2018 Assets Available-for-sale financial investments 1.0 – 1.0 Derivative financial instruments:

Forward foreign currency contracts held as cash flow hedges – 14.0 14.0 Other forward foreign currency contracts – 0.1 0.1

Total assets 1.0 14.1 15.1

Liabilities Derivative financial instruments:

Forward foreign currency contracts held as cash flow hedges – (4.8) (4.8) Other forward foreign currency contracts – (0.2) (0.2)

Total liabilities – (5.0) (5.0)

Level 1

£m Level 2

£m Total

£m

At 2 September 2017 Assets Available-for-sale financial investments 1.2 – 1.2 Derivative financial instruments:

Forward foreign currency contracts held as cash flow hedges – 5.2 5.2 Other forward foreign currency contracts – 0.1 0.1

Total assets 1.2 5.3 6.5

Liabilities Derivative financial instruments:

Forward foreign currency contracts held as cash flow hedges – (17.3) (17.3)

Total liabilities – (17.3) (17.3)

The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as at the date of the event or change in circumstances that caused the transfer. There has been no transfer of assets or liabilities between levels of the fair value hierarchy during the year.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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24 FINANCIAL INSTRUMENTS CONTINUED The following table shows the Group’s financial assets and liabilities that are measured at fair value:

Level 1

£m Level 2

£m Total

£m

At 1 September 2018 Assets Available-for-sale financial investments 1.0 – 1.0 Derivative financial instruments:

Forward foreign currency contracts held as cash flow hedges – 14.0 14.0 Other forward foreign currency contracts – 0.1 0.1

Total assets 1.0 14.1 15.1

Liabilities Derivative financial instruments:

Forward foreign currency contracts held as cash flow hedges – (4.8) (4.8) Other forward foreign currency contracts – (0.2) (0.2)

Total liabilities – (5.0) (5.0)

Level 1

£m Level 2

£m Total

£m

At 2 September 2017 Assets Available-for-sale financial investments 1.2 – 1.2 Derivative financial instruments:

Forward foreign currency contracts held as cash flow hedges – 5.2 5.2 Other forward foreign currency contracts – 0.1 0.1

Total assets 1.2 5.3 6.5

Liabilities Derivative financial instruments:

Forward foreign currency contracts held as cash flow hedges – (17.3) (17.3)

Total liabilities – (17.3) (17.3)

The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as at the date of the event or change in circumstances that caused the transfer. There has been no transfer of assets or liabilities between levels of the fair value hierarchy during the year.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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25 RETIREMENT BENEFIT SCHEMES Defined contribution pension schemes The Group operates defined contribution pension schemes for its employees. In these schemes, contributions are invested in a choice of funds and then the contributions and investment returns are used to buy benefits on retirement. Group contributions to defined contribution pension schemes during the financial year were £16.6 million (2017: £16.0 million).

Defined benefit pension schemes The Group also operates defined benefit type pension schemes, being the Debenhams Executive Pension Plan (DEPP) and the Debenhams Retirement Scheme (DRS) (together “the Group’s pension schemes”), the assets of which are held in separate trustee-administered funds. This scheme provides a pension in retirement based on pensionable pay and pensionable service. The Group’s pension schemes were closed to future service accrual from 31 October 2006. The closure to future accrual will not affect the pensions of those who have retired or the deferred benefits of those who have left service or opted out before 31 October 2006.

The Group’s pension schemes are established under trust law and each has a corporate trustee that is required to run the scheme in accordance with the scheme’s Trust Deed and Rules and to comply with the Pensions Act 2004 and all relevant legislation. Responsibility for governance of the schemes lies with the trustee of each scheme. Each corporate trustee is a company whose directors comprise of representatives:

• Appointed by the Group • Nominated by scheme members

The chair of both corporate trustees is independent from the schemes and from the Group.

At 1 September 2018, the most recent completed actuarial valuation of the Company’s pension schemes was carried out at 31 March 2017 and has been used by KPMG LLP, a qualified independent actuary, when calculating the IAS 19 “Employee benefits” revised valuation at 1 September 2018.

The actuarial valuation of the Group’s pension schemes at 31 March 2017 concluded that DEPP was fully funded on a technical provisions basis and on a technical provisions basis DRS had improved since the previous actuarial valuation, but remained in deficit. Therefore, the Group agreed a recovery plan for DRS which was intended to restore the scheme to a fully funded position on an ongoing basis. Under that agreement, the Group agreed to contribute £5.0 million per annum to the pension schemes for the period from 1 September 2017 to 31 March 2022. The agreement replaced an agreement made in 2015 under which the Group agreed to contribute £9.5 million per annum to the pension schemes for the period from 1 April 2014 to 31 March 2022 increasing by the percentage increase in RPI over the year to the previous December. Additionally, during October 2017, the Group agreed to continue to cover the non-investment expenses and levies of the pension schemes, including those payable to the Pension Protection Fund.

Employees make no further contributions to the schemes. By funding its defined benefit pension schemes, the Group is exposed to the risk that the cost of meeting its obligations is higher than anticipated. This could occur for several reasons, for example:

• Investment returns on the schemes’ assets may be lower than anticipated, especially if falls in asset values are not matched by similar falls in the value of the schemes’ liabilities

• The level of price inflation may be higher than that assumed, resulting in higher payments from the schemes • Scheme members may live longer than assumed • Legislative changes could lead to an increase in the liabilities of the pension schemes

Investment of the schemes’ assets is managed by Hewitt Risk Management Services Limited under a delegated consulting service agreement. As at 1 September 2018, most of the schemes’ assets were invested in a hedging component or a growth component.

The weighted average duration of the defined benefit obligation is 21 years for DRS, 19 years for DEPP (2017: 22 years for DRS and DEPP).

The contributions expected to be paid during the financial year ending 31 August 2019 amount to £6.7 million.

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25 RETIREMENT BENEFIT SCHEMES CONTINUED The major assumptions used by the actuary were:

1 September 2018 per annum

%

2 September 2017 per annum

%

Inflation assumption 3.2 3.2 General salary and wage increase 3.2 3.2 Rate of increase in pension payments and deferred payments 3.2 3.2 Pension increase rate 3.0 3.1 Discount rate 2.7 2.4

The above assumptions do not materially differ between the plans. The inflation assumption is based on the RPI rate because pension increases, both in payment and deferment within the schemes, are set out with reference to this measure.

At the financial year end, the schemes’ assets were:

1 September 2018 2 September 2017

Quoted £m

Unquoted £m

Total £m

Quoted £m

Unquoted £m

Total £m

Assets Hedging component 486.3 – 486.3 188.5 – 188.5 Growth component 356.1 245.8 601.9 671.3 237.8 909.1 Cash and other assets 5.2 – 5.2 25.8 – 25.8

Total market value of assets 847.6 245.8 1,093.4 885.6 237.8 1,123.4 Present value of scheme liabilities (934.0) (1,042.5)

Net surplus in schemes 159.4 80.9

Analysed as: DEPP scheme surplus 46.4 22.3 DRS scheme surplus 113.0 58.6

At 1 September 2018, 77.5% (2017: 78.8%) of investments were quoted on a recognised stock exchange or held in cash or assets readily convertible to cash and are therefore considered to be liquid.

The Trust Deeds and Rules provide the Group with an unconditional right to a refund of surplus assets assuming the full settlement of plan liabilities in the event of a plan wind up. Furthermore, in the ordinary course of business the trustees have no right to unilaterally wind up, or otherwise augment the benefits due to members of the schemes. Based on these rights any net surplus in the schemes is recognised in full.

The current life expectancies of a pensioner retiring aged 65 underlying the mortality tables for each of the schemes above are:

1 September 2018 2 September 2017

Years Male

Years Female

Years Male

Years Female

Debenhams Retirement Scheme Member currently aged 65 22.1 23.9 22.2 24.5 Member aged 65 in 15 years 23.1 25.1 23.6 25.9

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

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25 RETIREMENT BENEFIT SCHEMES CONTINUED The major assumptions used by the actuary were:

1 September 2018 per annum

%

2 September 2017 per annum

%

Inflation assumption 3.2 3.2 General salary and wage increase 3.2 3.2 Rate of increase in pension payments and deferred payments 3.2 3.2 Pension increase rate 3.0 3.1 Discount rate 2.7 2.4

The above assumptions do not materially differ between the plans. The inflation assumption is based on the RPI rate because pension increases, both in payment and deferment within the schemes, are set out with reference to this measure.

At the financial year end, the schemes’ assets were:

1 September 2018 2 September 2017

Quoted £m

Unquoted £m

Total £m

Quoted £m

Unquoted £m

Total £m

Assets Hedging component 486.3 – 486.3 188.5 – 188.5 Growth component 356.1 245.8 601.9 671.3 237.8 909.1 Cash and other assets 5.2 – 5.2 25.8 – 25.8

Total market value of assets 847.6 245.8 1,093.4 885.6 237.8 1,123.4 Present value of scheme liabilities (934.0) (1,042.5)

Net surplus in schemes 159.4 80.9

Analysed as: DEPP scheme surplus 46.4 22.3 DRS scheme surplus 113.0 58.6

At 1 September 2018, 77.5% (2017: 78.8%) of investments were quoted on a recognised stock exchange or held in cash or assets readily convertible to cash and are therefore considered to be liquid.

The Trust Deeds and Rules provide the Group with an unconditional right to a refund of surplus assets assuming the full settlement of plan liabilities in the event of a plan wind up. Furthermore, in the ordinary course of business the trustees have no right to unilaterally wind up, or otherwise augment the benefits due to members of the schemes. Based on these rights any net surplus in the schemes is recognised in full.

The current life expectancies of a pensioner retiring aged 65 underlying the mortality tables for each of the schemes above are:

1 September 2018 2 September 2017

Years Male

Years Female

Years Male

Years Female

Debenhams Retirement Scheme Member currently aged 65 22.1 23.9 22.2 24.5 Member aged 65 in 15 years 23.1 25.1 23.6 25.9

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

131 Debenhams plc Annual Report & Accounts 2018

1 September 2018 2 September 2017

Years Male

Years Female

Years Male

Years Female

Debenhams Executive Pension Plan Member currently aged 65 23.9 25.8 24.2 26.4 Member aged 65 in 15 years 24.9 26.9 25.6 27.8

Changes in the present value of the defined benefit obligations are:

1 September 2018

£m

2 September 2017

£m

Present value of obligations at start of the financial year 1,042.5 1,061.7 Current service cost (including expenses) 1.6 1.5 Interest cost on the defined benefit liability 24.1 21.4 Benefit payments from plan assets (38.3) (40.2) Remeasurements:

Gains from changes in demographic assumptions (25.6) – Gains from changes in financial assumptions (63.6) (0.8) Experience gains (6.7) (1.1)

Present value of obligations at end of the financial year 934.0 1,042.5

Changes in the fair value of plan assets are:

1 September 2018

£m

2 September 2017

£m

Fair value of pension scheme assets at start of the financial year 1,123.4 1,057.6 Interest income on plan assets 26.1 21.4 Benefit payments from plan assets (38.3) (40.2) Company contributions 6.2 9.8 Remeasurements: Return on plan assets, excluding amounts included in finance costs (24.0) 74.8

Fair value of pension scheme assets at end of the financial year 1,093.4 1,123.4

Movement in the net surplus/(deficit) during the financial year is:

1 September 2018

£m

2 September 2017

£m

Net surplus/(deficit) in the schemes at start of the financial year 80.9 (4.1) Movement in the financial year:

Company contributions 6.2 9.8 Current service cost (including expenses) (1.6) (1.5) Net interest on net defined benefit asset/liability 2.0 – Remeasurements of pension schemes 71.9 76.7

Net surplus in the schemes at end of the financial year 159.4 80.9

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25 RETIREMENT BENEFIT SCHEMES CONTINUED The table below illustrates the estimated impact on the schemes’ liabilities as a result of movements in the principal assumptions used to measure those liabilities.

1 September

2018 £m

2 September 2017

£m

Increase in schemes’ liabilities arising from a 0.5% increase in inflation 73.8 113.2 Increase in schemes’ liabilities arising from a 0.5% reduction in the discount rate 101.0 123.3 Increase in schemes’ liabilities arising from a one year increase in life expectancy 31.6 27.3

A 0.5% reduction in the inflation assumption, a 0.5% increase in the discount rate assumption and a one year reduction in the life expectancy assumption would result in an equal and opposite change in the schemes’ liabilities. The above sensitivities relate purely to liabilities. Inflation and discount rate movements may be mitigated by a similar offsetting movement in the schemes’ assets.

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be accumulated. When calculating the sensitivity of the schemes’ liabilities to significant actuarial assumptions, the same method has been applied as when calculating the retirement benefit obligations/surplus recognised within the balance sheet.

26 DEFERRED TAX ASSETS AND LIABILITIES Deferred tax is calculated in full on temporary differences under the liability method using a tax rates of 19.0% and 17.0% for the UK differences (2017: 19.0%). Local tax rates have been used for overseas differences.

1 September 2018

£m

2 September 2017

£m

Non-current Deferred tax assets 23.2 15.3 Deferred tax liabilities (51.8) (54.0)

(28.6) (38.7)

Deferred tax expected to be reversed within 12 months of the balance sheet date:

1 September 2018

£m

2 September 2017

£m

Deferred tax assets 1.0 4.4 Deferred tax liabilities (3.3) (6.0)

(2.3) (1.6)

Deferred tax assets have been recognised in respect of temporary differences giving rise to deferred tax assets because it is probable that these assets will be recovered.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

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25 RETIREMENT BENEFIT SCHEMES CONTINUED The table below illustrates the estimated impact on the schemes’ liabilities as a result of movements in the principal assumptions used to measure those liabilities.

1 September

2018 £m

2 September 2017

£m

Increase in schemes’ liabilities arising from a 0.5% increase in inflation 73.8 113.2 Increase in schemes’ liabilities arising from a 0.5% reduction in the discount rate 101.0 123.3 Increase in schemes’ liabilities arising from a one year increase in life expectancy 31.6 27.3

A 0.5% reduction in the inflation assumption, a 0.5% increase in the discount rate assumption and a one year reduction in the life expectancy assumption would result in an equal and opposite change in the schemes’ liabilities. The above sensitivities relate purely to liabilities. Inflation and discount rate movements may be mitigated by a similar offsetting movement in the schemes’ assets.

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be accumulated. When calculating the sensitivity of the schemes’ liabilities to significant actuarial assumptions, the same method has been applied as when calculating the retirement benefit obligations/surplus recognised within the balance sheet.

26 DEFERRED TAX ASSETS AND LIABILITIES Deferred tax is calculated in full on temporary differences under the liability method using a tax rates of 19.0% and 17.0% for the UK differences (2017: 19.0%). Local tax rates have been used for overseas differences.

1 September 2018

£m

2 September 2017

£m

Non-current Deferred tax assets 23.2 15.3 Deferred tax liabilities (51.8) (54.0)

(28.6) (38.7)

Deferred tax expected to be reversed within 12 months of the balance sheet date:

1 September 2018

£m

2 September 2017

£m

Deferred tax assets 1.0 4.4 Deferred tax liabilities (3.3) (6.0)

(2.3) (1.6)

Deferred tax assets have been recognised in respect of temporary differences giving rise to deferred tax assets because it is probable that these assets will be recovered.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

133 Debenhams plc Annual Report & Accounts 2018

The movement on the deferred tax account is as shown below:

Assets

Developers’ contributions

received £m

Accelerated tax

depreciation £m

Fair value losses

£m Losses

£m

Other provisions

£m

Retirement benefit

obligation £m

Total £m

At 3 September 2016 11.9 1.8 1.4 – 3.1 1.9 20.1 Charged to the income statement (1.2) (1.6) (0.3) – (0.3) – (3.4) Transfer from deferred tax liabilities – – (7.8) – – (1.9) (9.7) Prior year adjustment to the income statement

0.2 – – – – – 0.2 Result of change in the rate of corporation tax charged to the income statement (0.8) – – – (0.3) –

(1.1)

Credited to the statement of comprehensive income – – 8.2 – – – 8.2 Exchange differences credited to the statement of comprehensive income – 0.2 – – 0.2 – 0.4 Taxation recognised directly in equity – – – – 0.6 – 0.6

At 2 September 2017 10.1 0.4 1.5 – 3.3 – 15.3 Charged/(credited) to the income statement (1.3) – – 9.4 1.7 – 9.8 Transfer from deferred tax liabilities – (0.4) (1.5) – – – (1.9) Prior year adjustment to the income statement – – – – 0.8 – 0.8 Result of change in the rate of corporation tax charged to the income statement (0.8) – – – – – (0.8) Charged to the statement of comprehensive income – – – – – – –

At 1 September 2018 8.0 – – 9.4 5.8 – 23.2

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26 DEFERRED TAX ASSETS AND LIABILITIES CONTINUED

Liabilities

Accelerated tax

depreciation £m

Fair value gains

£m

Retirement benefit surplus

£m Total

£m

At 3 September 2016 (41.6) (7.8) (1.1) (50.5) Credited to the income statement 1.6 – 0.3 1.9 Transfer to deferred tax assets – 7.8 1.9 9.7 Prior year adjustment to the income statement 2.9 – – 2.9 Result of change in the rate of corporation tax credited to the income statement 2.1 – – 2.1 Charged to the statement of comprehensive income – – (20.0) (20.0) Exchange differences charged to the statement of comprehensive income (0.1) – – (0.1)

At 2 September 2017 (35.1) – (18.9) (54.0) Credited to the income statement 21.9 0.3 0.1 22.3 Transfer to deferred tax assets 0.4 1.5 – 1.9 Prior year adjustment to the income statement (0.4) – – (0.4) Result of change in the rate of corporation tax debited to the income statement (1.5) – – (1.5) Charged to the statement of comprehensive income – (3.5) (16.6) (20.1)

At 1 September 2018 (14.7) (1.7) (35.4) (51.8)

Within other provisions is a deferred tax asset of £0.5 million (2017: £0.6 million) in relation to overseas operations which has been recognised.

No deferred tax is recognised in respect of undistributed earnings of overseas subsidiaries of £43.3 million (2017: £37.4 million) on the basis that the timing of any distribution out of these earnings can be controlled by the Group.

27 OTHER NON-CURRENT LIABILITIES

1 September 2018

£m

2 September 2017

£m

Property lease incentives 354.4 351.7

Property lease incentives received from landlords, either through developers’ contributions or rent-free periods, are recognised as non-current liabilities and are credited to the income statement on a straight line basis over the term of the relevant lease. Property lease incentives received also relate to the spreading of the charges in respect of leases with fixed annual increments in rent (escalating rent clauses) over the term of the relevant lease.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E F I N A N C I A L Y E A R E N D E D 1 S E P T E M B E R 2 0 1 8

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26 DEFERRED TAX ASSETS AND LIABILITIES CONTINUED

Liabilities

Accelerated tax

depreciation £m

Fair value gains

£m

Retirement benefit surplus

£m Total

£m

At 3 September 2016 (41.6) (7.8) (1.1) (50.5) Credited to the income statement 1.6 – 0.3 1.9 Transfer to deferred tax assets – 7.8 1.9 9.7 Prior year adjustment to the income statement 2.9 – – 2.9 Result of change in the rate of corporation tax credited to the income statement 2.1 – – 2.1 Charged to the statement of comprehensive income – – (20.0) (20.0) Exchange differences charged to the statement of comprehensive income (0.1) – – (0.1)

At 2 September 2017 (35.1) – (18.9) (54.0) Credited to the income statement 21.9 0.3 0.1 22.3 Transfer to deferred tax assets 0.4 1.5 – 1.9 Prior year adjustment to the income statement (0.4) – – (0.4) Result of change in the rate of corporation tax debited to the income statement (1.5) – – (1.5) Charged to the statement of comprehensive income – (3.5) (16.6) (20.1)

At 1 September 2018 (14.7) (1.7) (35.4) (51.8)

Within other provisions is a deferred tax asset of £0.5 million (2017: £0.6 million) in relation to overseas operations which has been recognised.

No deferred tax is recognised in respect of undistributed earnings of overseas subsidiaries of £43.3 million (2017: £37.4 million) on the basis that the timing of any distribution out of these earnings can be controlled by the Group.

27 OTHER NON-CURRENT LIABILITIES

1 September 2018

£m

2 September 2017

£m

Property lease incentives 354.4 351.7

Property lease incentives received from landlords, either through developers’ contributions or rent-free periods, are recognised as non-current liabilities and are credited to the income statement on a straight line basis over the term of the relevant lease. Property lease incentives received also relate to the spreading of the charges in respect of leases with fixed annual increments in rent (escalating rent clauses) over the term of the relevant lease.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

135 Debenhams plc Annual Report & Accounts 2018

28 PROVISIONS

Promotional

activities £m

Property £m

Restructuring £m

Total £m

At 2 September 2017 6.0 10.2 3.7 19.9 Charged to the income statement 18.3 63.3 1.5 83.1 Utilised during the financial year (19.0) (1.9) (1.7) (22.6)

At 1 September 2018 5.3 71.6 3.5 80.4

Analysis of total provisions:

1 September

2018 £m

2 September 2017

£m

Non-current 66.3 9.7 Current 14.1 10.2

Total 80.4 19.9

Promotional activities provision Provisions for promotional activities represent deferred income relating to the internal beauty and cardholder loyalty schemes in the UK and the reward scheme in the Republic of Ireland. They are expected to be utilised during the next 24 months and have been analysed as current.

Property provisions Property provisions comprise onerous lease provisions and dilapidations provisions.

Onerous lease charges resulting from impairment testing:

The Group has recognised a net onerous property provision charge in the year of £61.7 million (2017: £3.2 million) which has been recognised as an exceptional item (refer note 7). This charge has resulted from the store impairment review to reflect property contracts for which expected future cash flows are less than the future contract commitments. Onerous lease provisions are calculated as the lower of the net cost of fulfilling the contract (based on the discounted negative cash flows) or exiting the contract (based on outflows discounted to net present value using a pre-tax rate that reflects current market assumptions). Judgement is required in applying estimates to assess the level of provision required. Key judgement areas are considered to be sales growth by reference to management forecasts and discount rates and lease terms (refer note 14).

Other onerous property contracts:

The cost of exiting lease contracts is estimated as the present value of expected surrender premiums or deficits from sub-letting at market rents, assuming that the Group can sub-let properties at market rents, based on discounting at the Group’s risk-free rate of 1.8%. Onerous lease provisions will be utilised over the relevant lease terms, predominantly within the next ten years.

Dilapidations provisions:

Dilapidations provisions relate to dilapidations on properties in the UK and the Republic of Ireland based on the best estimate of the Group’s future liability and are expected to be utilised over the next two years.

Restructuring provision The restructuring provision relates to redundancy and other restructuring costs in the UK and the Republic of Ireland. The £1.5 million (2017: £5.2 million) charge for the financial year principally relates to the support centre (2017: support centre and closure of the Group’s distribution centre at Northampton). The provision is expected to be utilised over the next two years.

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29 SHARE CAPITAL AND RESERVES 1 September 2018 2 September 2017

£ Number £ Number

Issued and fully paid – ordinary shares of £0.0001 each At start of year 128,686 1,286,863,381 128,686 1,286,862,247 Allotted under share option schemes – – – 1,134

At end of year 128,686 1,286,863,381 128,686 1,286,863,381

Employee share trust – interest in share capital The number of ordinary shares in the Company held by the Debenhams Retail Employee Trust 2004 (DRET) was as follows:

1 September 2018

Ordinary shares

Number

2 September 2017

Ordinary shares

Number

Debenhams Retail Employee Trust 2004 1,222,274 1,673,537

The market value of the shares on 1 September 2018 was £0.2 million for the DRET (2017: £0.7 million). DRET purchased 1,400,000 shares on 3 November 2016 at a cost of 54.9 pence per share. The cost of the shares held at the year end was £0.7 million (2017: £1.0 million).

Merger reserve The merger reserve of £1,200.9 million exists as a result of the 2005 Group reconstruction.

Reverse acquisition reserve The reverse acquisition reserve exists as a result of the method of accounting for the 2005 Group reconstruction.

Hedging reserve The hedging reserve represents the change in fair value of all forward foreign currency contracts and interest rate swaps which have been designated as cash flow hedges. The effective portion of the changes in fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the relevant line of the income statement which will be affected by the underlying hedged item.

Other reserves The other reserves represent the change in fair value in respect of the Group’s available-for-sale investments (note 17) and exchange differences arising as part of a reporting entity’s net investment in a foreign operation. Other reserves may be analysed as follows:

Translation

reserve £m

Change in fair value

of available- for-sale

investments £m

Total £m

At 3 September 2016 (6.4) (2.9) (9.3) Currency translation differences 5.9 – 5.9 Change in the fair value of available-for-sale investments – (0.1) (0.1)

At 2 September 2017 (0.5) (3.0) (3.5) Currency translation differences (2.8) – (2.8) Change in the fair value of available-for-sale investments – (0.2) (0.2)

At 1 September 2018 (3.3) (3.2) (6.5)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E F I N A N C I A L Y E A R E N D E D 1 S E P T E M B E R 2 0 1 8

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136 Debenhams plc Annual Report & Accounts 2018

29 SHARE CAPITAL AND RESERVES 1 September 2018 2 September 2017

£ Number £ Number

Issued and fully paid – ordinary shares of £0.0001 each At start of year 128,686 1,286,863,381 128,686 1,286,862,247 Allotted under share option schemes – – – 1,134

At end of year 128,686 1,286,863,381 128,686 1,286,863,381

Employee share trust – interest in share capital The number of ordinary shares in the Company held by the Debenhams Retail Employee Trust 2004 (DRET) was as follows:

1 September 2018

Ordinary shares

Number

2 September 2017

Ordinary shares

Number

Debenhams Retail Employee Trust 2004 1,222,274 1,673,537

The market value of the shares on 1 September 2018 was £0.2 million for the DRET (2017: £0.7 million). DRET purchased 1,400,000 shares on 3 November 2016 at a cost of 54.9 pence per share. The cost of the shares held at the year end was £0.7 million (2017: £1.0 million).

Merger reserve The merger reserve of £1,200.9 million exists as a result of the 2005 Group reconstruction.

Reverse acquisition reserve The reverse acquisition reserve exists as a result of the method of accounting for the 2005 Group reconstruction.

Hedging reserve The hedging reserve represents the change in fair value of all forward foreign currency contracts and interest rate swaps which have been designated as cash flow hedges. The effective portion of the changes in fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the relevant line of the income statement which will be affected by the underlying hedged item.

Other reserves The other reserves represent the change in fair value in respect of the Group’s available-for-sale investments (note 17) and exchange differences arising as part of a reporting entity’s net investment in a foreign operation. Other reserves may be analysed as follows:

Translation

reserve £m

Change in fair value

of available- for-sale

investments £m

Total £m

At 3 September 2016 (6.4) (2.9) (9.3) Currency translation differences 5.9 – 5.9 Change in the fair value of available-for-sale investments – (0.1) (0.1)

At 2 September 2017 (0.5) (3.0) (3.5) Currency translation differences (2.8) – (2.8) Change in the fair value of available-for-sale investments – (0.2) (0.2)

At 1 September 2018 (3.3) (3.2) (6.5)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

137 Debenhams plc Annual Report & Accounts 2018

30 SHARE-BASED PAYMENTS The total charge/(credit) to operating (loss)/profit relates to the following equity-settled schemes:

1 September

2018 £m

2 September 2017

£m

Performance Share Plan (PSP) (0.1) – Share Incentive Plan (SIP) 0.5 0.5

Charge for the financial year 0.4 0.5

The following table reconciles the movement in shares awarded under the Company share schemes and the weighted average exercise price (WAEP) for the ESOP scheme. Grants under the PSP and SIP all comprise a right to acquire shares for no or nominal consideration.

ESOP

PSP Number SIP Number Number WAEP Pence

Outstanding at 3 September 2016 13,386,949 150,000 643,650 85.5 Granted 11,284,301 3,714,684 – N/A Exercised (1,134) – – N/A Lapsed (277,954) – – N/A Forfeited (1,011,657) – – N/A

Outstanding at 2 September 2017 23,380,505 3,864,684 643,650 85.5 Granted 17,661,757 253,164 – N/A Exercised – (451,263) – N/A Lapsed (8,995,334) (618,291) (643,650) N/A Forfeited (4,413,947) – – N/A

Outstanding at 1 September 2018 27,632,981 3,048,294 – 85.5

Exercisable At 1 September 2018 – – – – At 2 September 2017 – – 643,650 85.5

Weighted average remaining contractual life (years) At 1 September 2018 – – – At 2 September 2017 – – 2.25

a) Performance Share Plan The PSP allows the Company to grant awards of shares to senior management. An award under the PSP will normally vest on the third anniversary of date of grant and must be exercised within six months of vesting. No payment is required for the grant of an award. An award under the PSP comprises a right to receive free shares or a nil cost option with performance conditions attached.

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30 SHARE-BASED PAYMENTS CONTINUED i) Awards granted on, 3 November 2015, 3 May 2016 and 13 May 2016 The vesting of the shares granted under these awards is dependent upon a combination of EPS growth and strategic measures with the strategic measures being subject to meeting a ROCE underpin.

70% of the awards are based upon EPS growth. Where growth is less than 3% per annum over the performance period, this element of the awards lapses. Where growth is 3% per annum, 25% of the shares awarded vest. Where growth is 10% per annum, the EPS element of the awards vests in full. Between these two points, awards vest on a straight line basis between 25% and 100%.

The remaining 30% of the awards are dependent upon the performance of the four strategic measures (each with a maximum vesting of 7.5%). The strategic measures are: Group gross margin improvement, online EBITDA growth rate, UK gross transaction value growth and International EBITDA growth rate. Each strategic measure is subject to a single performance test at the end of the performance period which will result in either vesting at 0% or in full 7.5% of the award. If the Group’s ROCE at the end of the applicable performance period is not greater than ROCE at the start of the applicable performance period, the 30% of the awards subject to the strategic measures will not vest.

At 1 September 2018, the awards granted on 3 November 2015, 3 May 2016 and 13 May 2016 had not met their performance conditions and the awards will therefore lapse in full on 3 November 2018, 3 May 2019 and 13 May 2019 respectively.

ii) Awards granted on 31 May 2017 The vesting of the shares granted under these awards is dependent upon a combination of EPS targets and strategic performance measures with strategic performance measures being subject to meeting a ROCE underpin.

70% of the awards are based upon the EPS value for the financial year ending 31 August 2019. Where the EPS value is 5.6 pence, 25% of the shares awarded vest. Where the EPS value is 6.0 pence, 50% of the shares awarded vest. Where the EPS value is 8.0 pence, the award vests in full. Between these values, the awards vest on a straight line basis.

The remaining 30% of the awards are dependent upon beauty gross transaction value growth, food gross transaction value growth, mobile gross transaction value growth and online cost per unit improvement. Each strategic measure is subject to a performance test at the end of the performance period which will result in vesting on a straight line basis between the entry point, the target point and the maximum point. If the Group’s ROCE at the end of the applicable performance period is not greater than a target percentage, 30% of the awards subject to the strategic measures will not vest.

iii) Awards granted on 3 November 2017 Under the PSP, employees are granted awards to acquire shares which vest three years after the date of the grant.

50% of the awards are subject to a relative total shareholder return (TSR) performance condition, 25% are subject to an Earnings per share (EPS) performance condition with the remaining 25% of the awards subject to a return on capital employed (ROCE) performance condition.

25% of the awards are based upon the ROCE performance at the end of the financial year ending 29 August 2020. Where the ROCE value is 10.7%, 25% of the shares awarded vest. Where the ROCE value is 10.9% 50% of the shares awarded vest. Where the ROCE value is 11.8%, the award vests in full. Between these values the awards vest on a straight line basis.

25% of the awards are based upon the EPS value for the financial year ending 29 August 2020. Where the EPS value is 5.8 pence, 25% of the shares awarded vest. Where the EPS value is 6.3 pence, 50% of the shares awarded vest. Where the EPS value is 8.2 pence, the award vests in full. Between these values, the awards vest on a straight line basis.

The vesting of the remaining 50% of the award is based on how the Debenhams’ TSR compares to a bespoke comparator group of other UK-listed retail companies over a period of three financial years from 3 September 2017 to 29 August 2020 based on a three month average at the start and end of the period for each company.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

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30 SHARE-BASED PAYMENTS CONTINUED i) Awards granted on, 3 November 2015, 3 May 2016 and 13 May 2016 The vesting of the shares granted under these awards is dependent upon a combination of EPS growth and strategic measures with the strategic measures being subject to meeting a ROCE underpin.

70% of the awards are based upon EPS growth. Where growth is less than 3% per annum over the performance period, this element of the awards lapses. Where growth is 3% per annum, 25% of the shares awarded vest. Where growth is 10% per annum, the EPS element of the awards vests in full. Between these two points, awards vest on a straight line basis between 25% and 100%.

The remaining 30% of the awards are dependent upon the performance of the four strategic measures (each with a maximum vesting of 7.5%). The strategic measures are: Group gross margin improvement, online EBITDA growth rate, UK gross transaction value growth and International EBITDA growth rate. Each strategic measure is subject to a single performance test at the end of the performance period which will result in either vesting at 0% or in full 7.5% of the award. If the Group’s ROCE at the end of the applicable performance period is not greater than ROCE at the start of the applicable performance period, the 30% of the awards subject to the strategic measures will not vest.

At 1 September 2018, the awards granted on 3 November 2015, 3 May 2016 and 13 May 2016 had not met their performance conditions and the awards will therefore lapse in full on 3 November 2018, 3 May 2019 and 13 May 2019 respectively.

ii) Awards granted on 31 May 2017 The vesting of the shares granted under these awards is dependent upon a combination of EPS targets and strategic performance measures with strategic performance measures being subject to meeting a ROCE underpin.

70% of the awards are based upon the EPS value for the financial year ending 31 August 2019. Where the EPS value is 5.6 pence, 25% of the shares awarded vest. Where the EPS value is 6.0 pence, 50% of the shares awarded vest. Where the EPS value is 8.0 pence, the award vests in full. Between these values, the awards vest on a straight line basis.

The remaining 30% of the awards are dependent upon beauty gross transaction value growth, food gross transaction value growth, mobile gross transaction value growth and online cost per unit improvement. Each strategic measure is subject to a performance test at the end of the performance period which will result in vesting on a straight line basis between the entry point, the target point and the maximum point. If the Group’s ROCE at the end of the applicable performance period is not greater than a target percentage, 30% of the awards subject to the strategic measures will not vest.

iii) Awards granted on 3 November 2017 Under the PSP, employees are granted awards to acquire shares which vest three years after the date of the grant.

50% of the awards are subject to a relative total shareholder return (TSR) performance condition, 25% are subject to an Earnings per share (EPS) performance condition with the remaining 25% of the awards subject to a return on capital employed (ROCE) performance condition.

25% of the awards are based upon the ROCE performance at the end of the financial year ending 29 August 2020. Where the ROCE value is 10.7%, 25% of the shares awarded vest. Where the ROCE value is 10.9% 50% of the shares awarded vest. Where the ROCE value is 11.8%, the award vests in full. Between these values the awards vest on a straight line basis.

25% of the awards are based upon the EPS value for the financial year ending 29 August 2020. Where the EPS value is 5.8 pence, 25% of the shares awarded vest. Where the EPS value is 6.3 pence, 50% of the shares awarded vest. Where the EPS value is 8.2 pence, the award vests in full. Between these values, the awards vest on a straight line basis.

The vesting of the remaining 50% of the award is based on how the Debenhams’ TSR compares to a bespoke comparator group of other UK-listed retail companies over a period of three financial years from 3 September 2017 to 29 August 2020 based on a three month average at the start and end of the period for each company.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

139 Debenhams plc Annual Report & Accounts 2018

TSR measures the value delivered to shareholders over a fixed period of time relative to a group of comparative companies, these being: Next, Marks and Spencer, JD Sports Fashion, B&M European Value Retail, Dixons Carphone, WH Smith, Sports Direct International, Dunelm Group, Card Factory, Pets at Home Group, Halfords Group, AO World and Mothercare. Performance will be assessed on a ranked basis, with 25% of the award vesting for median performance and 100% of the award vesting for upper-quartile performance.

In accordance with IFRS 2 “Share-based payments”, the shares have been fair valued using a Monte Carlo or Black-Scholes model assuming the inputs in the table below:

Grant date 3 November 2017

Number of shares under award 4,609,668 Expected term (years) 3.0 Share price at grant (pence) 41.12 Exercise price (pence) – Risk-free rate 0.53% Expected volatility 30.7% Expected dividend yield 8.3% Fair value of award (pence) TSR 14.84 Fair value of award (pence) non TSR 32.06

Volatility is a measure of the amount by which the Company’s share price is expected to fluctuate in the period. Where volatility has been used in the calculation of the fair value of the award, it has been estimated by using the most recent historical share price volatility which is commensurate with the expected term of the option taking into account its contractual life.

iv) Awards granted on 1 May 2018 Under the PSP, employees are granted awards to acquire shares which vests three years after the date of the grant.

50% of the awards are subject to a relative total shareholder return (TSR) performance condition, 25% are subject to an earnings per share (EPS) performance condition with the remaining 25% of the awards subject to a return on capital employed (ROCE) performance condition.

25% of the awards are based upon the ROCE performance at the end of the financial year ending 29 August 2020. Where the ROCE value is 10.7%, 25% of the shares awarded vest. Where the ROCE value is 10.9%, 50% of the shares awarded vest. Where the ROCE value is 11.8%, the award vests in full. Between these values, the awards vest on a straight line basis.

25% of the awards are based upon the EPS value for the financial year ending 29 August 2020. Where the EPS value is 5.8 pence, 25% of the shares awarded vest. Where the EPS value is 6.3 pence, 50% of the shares awarded vest. Where the EPS value is 8.2 pence, the award vests in full. Between these values the awards vest on a straight line basis.

The vesting of the remaining 50% of the award is based on how the Debenhams’ TSR compares to a bespoke comparator group of other UK-listed retail companies over a period of three financial years from 3 September 2017 to 29 August 2020 based on a three month average at the start and end of the period for each company.

TSR measures the value delivered to shareholders over a fixed period of time relative to a group of comparative companies these being: Next, Marks and Spencer, JD Sports Fashion, B&M European Value Retail, Dixons Carphone, WH Smith, Sports Direct International, Dunelm Group, Card Factory, Pets at Home Group, Halfords Group, AO World and Mothercare. Performance will be assessed on a ranked basis, with 25% of the award vesting for median performance and 100% of the award vesting for upper-quartile performance.

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30 SHARE-BASED PAYMENTS CONTINUED In accordance with IFRS 2 “Share-based payments”, the shares have been fair valued using a Monte Carlo or Black-Scholes model assuming the inputs in the table below:

Grant date 1 May 2018

Number of shares under award 3,052,089 Expected term (years) 3.0 Share price at grant (pence) 22.46 Exercise price (pence) 0.01 Risk-free rate 0.85% Expected volatility 34.9% Expected dividend yield 0% Fair value of award (pence) TSR 2.7 Fair value of award (pence) non TSR 22.46

b) Share Incentive Plan The SIP allows the Company to grant options to key senior managers, below board level, whom the Company wishes to retain and incentivise in the short to medium term. Once the options have vested, the employee has six months in which to exercise them.

i) Options granted on 2 December 2015 The option granted on 2 December 2015 over 150,000 shares which had a 24 month vesting period lapsed in full on 2 December 2017 due to performance targets specific to the employee’s role.

ii) Options granted on 5 December 2016 and 2 May 2017 Options granted on 5 December 2016 over 451,263 and 180,505 shares have 12 and 24 month vesting periods respectively based on the employee’s continued employment within the business and were granted with no exercise price.

The option granted over 451,263 shares was exercised in full on 5 December 2017.

Options granted on 2 May 2017 over 3,082,916 shares have a 30 month vesting period based on the employee’s continued employment within the business and were granted with no exercise price. During the period ended 2 September 2018 468,291 shares lapsed due to leavers in the period.

iii) Options granted on 1 December 2017 Options granted on 1 December 2017 over 253,164 shares have a 36 month vesting period based on the employee’s continued employment within the business and performance targets specific to the employees’ role, and were granted with no exercise price.

In accordance with IFRS 2 “Share-based payments”, the vesting conditions attached to the SIP awards are classified as non-market conditions and therefore the shares have been fair valued at face value with a discount to take into account the non-entitlement to dividends in the vesting period where relevant. The fair value of the SIP awards is calculated based on the Black-Scholes model assuming the inputs in the table below:

Grant date 1 December

2017

Number of shares under award 253,164 Expected term (years) 3 Share price at grant (pence) 39.5 Exercise price (pence) – Risk-free rate 0.0% Expected volatility 0.0% Expected dividend yield 8.6% Fair value of award (pence) 30.5

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

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30 SHARE-BASED PAYMENTS CONTINUED In accordance with IFRS 2 “Share-based payments”, the shares have been fair valued using a Monte Carlo or Black-Scholes model assuming the inputs in the table below:

Grant date 1 May 2018

Number of shares under award 3,052,089 Expected term (years) 3.0 Share price at grant (pence) 22.46 Exercise price (pence) 0.01 Risk-free rate 0.85% Expected volatility 34.9% Expected dividend yield 0% Fair value of award (pence) TSR 2.7 Fair value of award (pence) non TSR 22.46

b) Share Incentive Plan The SIP allows the Company to grant options to key senior managers, below board level, whom the Company wishes to retain and incentivise in the short to medium term. Once the options have vested, the employee has six months in which to exercise them.

i) Options granted on 2 December 2015 The option granted on 2 December 2015 over 150,000 shares which had a 24 month vesting period lapsed in full on 2 December 2017 due to performance targets specific to the employee’s role.

ii) Options granted on 5 December 2016 and 2 May 2017 Options granted on 5 December 2016 over 451,263 and 180,505 shares have 12 and 24 month vesting periods respectively based on the employee’s continued employment within the business and were granted with no exercise price.

The option granted over 451,263 shares was exercised in full on 5 December 2017.

Options granted on 2 May 2017 over 3,082,916 shares have a 30 month vesting period based on the employee’s continued employment within the business and were granted with no exercise price. During the period ended 2 September 2018 468,291 shares lapsed due to leavers in the period.

iii) Options granted on 1 December 2017 Options granted on 1 December 2017 over 253,164 shares have a 36 month vesting period based on the employee’s continued employment within the business and performance targets specific to the employees’ role, and were granted with no exercise price.

In accordance with IFRS 2 “Share-based payments”, the vesting conditions attached to the SIP awards are classified as non-market conditions and therefore the shares have been fair valued at face value with a discount to take into account the non-entitlement to dividends in the vesting period where relevant. The fair value of the SIP awards is calculated based on the Black-Scholes model assuming the inputs in the table below:

Grant date 1 December

2017

Number of shares under award 253,164 Expected term (years) 3 Share price at grant (pence) 39.5 Exercise price (pence) – Risk-free rate 0.0% Expected volatility 0.0% Expected dividend yield 8.6% Fair value of award (pence) 30.5

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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141 Debenhams plc Annual Report & Accounts 2018

Volatility is a measure of the amount by which the Company’s share price is expected to fluctuate in the period. Where volatility has been used in the calculation of the fair value of the award, it has been estimated by using the most recent historical share price volatility which is commensurate with the expected term of the option taking into account its contractual life.

c) Executive Share Option Plan The ESOP allowed the Company to grant options to acquire shares to eligible employees. These options would normally become exercisable following a three year performance period, only if and to the extent that the performance conditions to which they were subject had been satisfied. Once the options had vested, the employees had a seven year period in which to exercise them. Options were granted with an exercise price equal to the middle market value of the shares on the day immediately preceding the date of grant. The options granted on 24 November 2009 became exercisable in full based on ROCE performance exceeding the cost of capital by 7.8% during the applicable performance period. All remaining vested options lapsed during the year and the plan has now closed.

31 OPERATING LEASE COMMITMENTS 1 September 2018 2 September 2017

Land and buildings

£m Other

£m

Land and buildings

£m Other

£m

The future aggregate minimum lease payments under non-cancellable operating leases are as follows: Within one year 227.2 1.0 223.9 1.3 Later than one year and not later than five years 894.7 0.9 905.8 1.3 Later than five years and not later than ten years 1,042.9 – 1,056.3 – Later than ten years and not later than 20 years 1,361.1 – 1,463.1 – Later than 20 years 820.9 – 896.1 –

4,346.8 1.9 4,545.2 2.6

The Group leases department stores, warehouses and offices under non-cancellable operating leases. The leases have various terms including escalating rent and contingent turnover rent clauses and renewal rights. The Group has pre-emption rights over a number of properties, which provides the Group with the right of first refusal to purchase the property in the event the landlord chooses to sell. The option price payable for the property in each instance is referenced to current market value prevailing at the point of pre-emption. The Group also leases vehicles and fixtures and equipment under non-cancellable operating leases.

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32 CASH GENERATED FROM OPERATIONS

1 September 2018

£m

2 September 2017

£m

(Loss)/profit before taxation (491.5) 59.0 Depreciation (note 15) 92.4 89.5 Amortisation (note 14) 23.0 20.0 Impairment of intangible assets (note 14) 302.1 – Impairment of property, plant and equipment (note 15) 55.8 7.2 Loss on disposal and write-off of intangible assets 78.3 4.6 (Profit)/loss on disposal and write-off of property, plant and equipment (2.6) 1.2 Share-based payment charge (note 30) 0.4 0.5 Fair value (gains)/losses on derivative instruments (5.1) 6.4 Net movements in provisions (note 28) 60.5 5.9 Finance income (2.3) (0.1) Finance costs 12.5 12.4 Net movement in close out of forward foreign currency contracts – (1.6) Pension current service cost 1.6 1.5 Cash contributions to pension schemes (note 25) (6.2) (9.8) Net movement in other long-term receivables (1.7) (0.1) Net movement in other non-current liabilities 2.7 (2.8) Changes in working capital (Increase)/decrease in inventories (22.1) 8.8 Decrease/(increase) in trade and other receivables 1.3 (1.4) Increase/(decrease) in trade and other payables 38.4 (0.8)

Cash generated from operations 137.5 200.4

Cash payments in relation to exceptional items were as follows:

1 September

2018 £m

2 September 2017

£m

Exceptional items for the year ended 1 September 2018 12.3 – Exceptional items for the year ended 2 September 2017 2.2 8.5 Exceptional items for the year ended 3 September 2016 – 7.4

Total cash payments in relation to exceptional items 14.5 15.9

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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32 CASH GENERATED FROM OPERATIONS

1 September 2018

£m

2 September 2017

£m

(Loss)/profit before taxation (491.5) 59.0 Depreciation (note 15) 92.4 89.5 Amortisation (note 14) 23.0 20.0 Impairment of intangible assets (note 14) 302.1 – Impairment of property, plant and equipment (note 15) 55.8 7.2 Loss on disposal and write-off of intangible assets 78.3 4.6 (Profit)/loss on disposal and write-off of property, plant and equipment (2.6) 1.2 Share-based payment charge (note 30) 0.4 0.5 Fair value (gains)/losses on derivative instruments (5.1) 6.4 Net movements in provisions (note 28) 60.5 5.9 Finance income (2.3) (0.1) Finance costs 12.5 12.4 Net movement in close out of forward foreign currency contracts – (1.6) Pension current service cost 1.6 1.5 Cash contributions to pension schemes (note 25) (6.2) (9.8) Net movement in other long-term receivables (1.7) (0.1) Net movement in other non-current liabilities 2.7 (2.8) Changes in working capital (Increase)/decrease in inventories (22.1) 8.8 Decrease/(increase) in trade and other receivables 1.3 (1.4) Increase/(decrease) in trade and other payables 38.4 (0.8)

Cash generated from operations 137.5 200.4

Cash payments in relation to exceptional items were as follows:

1 September

2018 £m

2 September 2017

£m

Exceptional items for the year ended 1 September 2018 12.3 – Exceptional items for the year ended 2 September 2017 2.2 8.5 Exceptional items for the year ended 3 September 2016 – 7.4

Total cash payments in relation to exceptional items 14.5 15.9

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

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33 ANALYSIS OF CHANGES IN NET DEBT

2 September

2017 £m

Cash flow £m

Foreign exchange

gains £m

Other non-cash

movements £m

1 September 2018

£m

Analysis of net debt Cash and cash equivalents 40.0 2.9 (0.2) – 42.7 Bank overdrafts (20.3) 16.5 – – (3.8)

Net cash and cash equivalents 19.7 19.4 (0.2) – 38.9 Debt due within one year (94.5) (65.2) – (0.6) (160.3) Debt due after one year (197.9) – – (0.5) (198.4) Finance lease obligations due within one year (1.6) 1.6 – (1.5) (1.5) Finance lease obligations due after one year (1.6) – – 1.6 –

(275.9) (44.2) (0.2) (1.0) (321.3)

Other non-cash movements comprise:

1 September

2018 £m

2 September 2017

£m

Amortisation of issue costs relating to revolving credit facilities 0.5 0.7 Amortisation of issue costs relating to senior notes 0.5 0.6 Non-cash movements associated with finance lease obligations (0.1) 1.2 Non-cash movements associated with revolving credit facilities 0.1 – Non-cash movements associated with senior notes – (0.1)

Other non-cash transactions 1.0 2.4

34 CONTINGENT LIABILITIES The Group is subject to litigation from time to time as a result of its activities. The Group establishes provisions in connection with litigation where it has a present legal or constructive obligation as a result of past events and where it is more likely than not an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.

There are a number of contingent liabilities that arise in the normal course of business which if realised are not expected to result in a material liability to the Group.

35 RELATED PARTY TRANSACTIONS During the period the Group received income of £75,000 from blow LTD. (2017: £nil) in relation to sales made in Debenhams stores. This balance remains outstanding at the year end (2017: £nil). The Group has a 20% interest in blow LTD. (refer to note 16).

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52 weeks

2018 £m

52 weeks 2017

£m

53 weeks 2016

£m

52 weeks 2015

£m

52 weeks 2014

£m

Gross transaction value 2,900.4 2,954.1 2,938.5 2,860.1 2,823.9 Revenue 2,277.0 2,335.0 2,341.7 2,322.7 2,312.7 Cost of sales (2,044.8) (2,046.1) (2,039.8) (2,023.5) (2,033.4)

Gross profit 232.2 288.9 301.9 299.2 279.3 Distribution costs (133.6) (124.5) (115.4) (111.1) (98.5) Administrative expenses (55.2) (56.9) (55.5) (54.0) (52.2)

Operating profit before exceptional items 43.4 107.5 131.0 134.1 128.6 Exceptional items (524.7) (36.2) (12.4) – –

Operating (loss)/profit (481.3) 71.3 118.6 134.1 128.6 Net recurring finance costs (10.2) (12.3) (12.8) (20.6) (18.3) Non-recurring finance costs – – – – (4.5)

(Loss)/profit before taxation (491.5) 59.0 105.8 113.5 105.8 Taxation 31.3 (10.2) (19.9) (20.0) (18.6)

(Loss)/profit for the financial year attributable to owners of the Parent Company (460.2) 48.8 85.9 93.5 87.2

Share of non-integral associate (0.8) – – – –

Profit for the financial year after share of associate attributable to equity holders of the Parent Company (461.0) 48.8 85.9 93.5 87.2

FIVE YEAR RECORD INCOME STATEMENTS

F I V E Y E A R R E C O R D I N C O M E S T A T E M E N T S Financial statements

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52 weeks

2018 £m

52 weeks 2017

£m

53 weeks 2016

£m

52 weeks 2015

£m

52 weeks 2014

£m

Gross transaction value 2,900.4 2,954.1 2,938.5 2,860.1 2,823.9 Revenue 2,277.0 2,335.0 2,341.7 2,322.7 2,312.7 Cost of sales (2,044.8) (2,046.1) (2,039.8) (2,023.5) (2,033.4)

Gross profit 232.2 288.9 301.9 299.2 279.3 Distribution costs (133.6) (124.5) (115.4) (111.1) (98.5) Administrative expenses (55.2) (56.9) (55.5) (54.0) (52.2)

Operating profit before exceptional items 43.4 107.5 131.0 134.1 128.6 Exceptional items (524.7) (36.2) (12.4) – –

Operating (loss)/profit (481.3) 71.3 118.6 134.1 128.6 Net recurring finance costs (10.2) (12.3) (12.8) (20.6) (18.3) Non-recurring finance costs – – – – (4.5)

(Loss)/profit before taxation (491.5) 59.0 105.8 113.5 105.8 Taxation 31.3 (10.2) (19.9) (20.0) (18.6)

(Loss)/profit for the financial year attributable to owners of the Parent Company (460.2) 48.8 85.9 93.5 87.2

Share of non-integral associate (0.8) – – – –

Profit for the financial year after share of associate attributable to equity holders of the Parent Company (461.0) 48.8 85.9 93.5 87.2

FIVE YEAR RECORD INCOME STATEMENTS

145 Debenhams plc Annual Report & Accounts 2018

2018 £m

2017 £m

2016 £m

2015 £m

2014 £m

Assets Non-current assets Intangible assets 619.4 991.9 962.1 931.5 892.8 Property, plant and equipment 603.7 654.9 670.2 675.3 689.2 Investments in associate 6.7 – – – – Financial assets 7.0 1.7 12.0 14.2 6.6 Trade and other receivables 20.4 19.3 17.4 14.9 15.6 Retirement benefit surplus 159.4 80.9 6.4 26.2 6.9 Deferred tax assets 23.2 15.3 20.1 20.8 51.0

Total non-current assets 1,439.8 1,764.0 1,688.2 1,682.9 1,662.1 Net current liabilities (278.9) (226.2) (185.4) (236.0) (271.7) Non-current liabilities (671.5) (620.2) (618.9) (593.6) (623.0)

Net assets 489.4 917.6 883.9 853.3 767.4

Shareholders’ equity Share capital 0.1 0.1 0.1 0.1 0.1 Share premium account 682.9 682.9 682.9 682.9 682.9 Other reserves 0.9 (8.7) 22.9 2.4 (16.3) Retained earnings (194.5) 243.3 178.0 167.9 100.7

Total equity 489.4 917.6 883.9 853.3 767.4

FIVE YEAR RECORD BALANCE SHEET

F I V E Y E A R R E C O R D B A L A N C E S H E E T S

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Note

1 September 2018

£m

2 September 2017

£m

Fixed assets Investments 4 1,918.4 2,248.0 Trade and other receivables 5 0.6 0.6

1,919.0 2,248.6 Current assets Trade and other receivables 5 179.9 165.2 Cash at bank and in hand 0.5 –

180.4 165.2

Current liabilities Creditors: amounts falling due within one year 6 (1,187.7) (1,116.0)

(1,187.7) (1,116.0)

Net current liabilities (1,007.3) (950.8)

Total assets less current liabilities 911.7 1,297.8

Non-current liabilities

Creditors: amounts falling due after more than one year 7 (198.4) (197.9)

(198.4) (197.9)

Net assets 713.3 1,099.9

Equity Called up share capital 9 0.1 0.1 Share premium account 682.9 682.9 Hedging reserve – – Retained earnings (including loss for the year of £351.4 million (2017: £24.7 million))

30.3 416.9

Total shareholders’ funds 713.3 1,099.9

The financial statements on pages 146 to 154 were approved by the board on 25 October 2018 and were signed on its behalf by:

Rachel Osborne Chief Financial Officer

COMPANY BALANCE SHEET COMPANY NUMBER 5448421

AS AT 1 SEPTEMBER 2018

C O M P A N Y B A L A N C E S H E E T C O M P A N Y N U M B E R 5 4 4 8 4 2 1

A S A T 1 S E P T E M B E R 2 0 1 8

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146 Debenhams plc Annual Report & Accounts 2018

Note

1 September 2018

£m

2 September 2017

£m

Fixed assets Investments 4 1,918.4 2,248.0 Trade and other receivables 5 0.6 0.6

1,919.0 2,248.6 Current assets Trade and other receivables 5 179.9 165.2 Cash at bank and in hand 0.5 –

180.4 165.2

Current liabilities Creditors: amounts falling due within one year 6 (1,187.7) (1,116.0)

(1,187.7) (1,116.0)

Net current liabilities (1,007.3) (950.8)

Total assets less current liabilities 911.7 1,297.8

Non-current liabilities

Creditors: amounts falling due after more than one year 7 (198.4) (197.9)

(198.4) (197.9)

Net assets 713.3 1,099.9

Equity Called up share capital 9 0.1 0.1 Share premium account 682.9 682.9 Hedging reserve – – Retained earnings (including loss for the year of £351.4 million (2017: £24.7 million))

30.3 416.9

Total shareholders’ funds 713.3 1,099.9

The financial statements on pages 146 to 154 were approved by the board on 25 October 2018 and were signed on its behalf by:

Rachel Osborne Chief Financial Officer

COMPANY BALANCE SHEET COMPANY NUMBER 5448421

AS AT 1 SEPTEMBER 2018

147 Debenhams plc Annual Report & Accounts 2018

Note

Called up share capital

£m

Share premium account

£m

Hedging reserve

£m

Retained earnings

£m

Total equity

£m

Balance at 3 September 2016 0.1 682.9 (0.1) 483.9 1,166.8

Loss for the financial year – – – (24.7) (24.7) Other comprehensive income for the financial year – – 0.1 – 0.1

Total comprehensive income/ (expense) for the financial year – – 0.1 (24.7) (24.6)

Share-based payment charge – – – 0.5 0.5 Dividends paid 3 – – – (42.0) (42.0) Purchase of shares by Debenhams Retail Employment Trust 2004 – – – (0.8) (0.8)

Total transactions with owners – – – (42.3) (42.3)

Balance at 2 September 2017 0.1 682.9 – 416.9 1,099.9

Loss for the financial year – – – (351.4) (351.4)

Total comprehensive expense for the financial year

– – – (351.4) (351.4)

Share-based payment charge – – – 0.4 0.4 Dividends paid – – – (35.6) (35.6)

Total transactions with owners – – – (35.2) (35.2)

Balance at 1 September 2018 0.1 682.9 – 30.3 713.3

The hedging reserve represents the change in fair value of the interest rate swaps which have been designated as cash flow hedges. Information relating to the hedging reserve is shown in note 29 to the Debenhams Group financial statements.

COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

C O M P A N Y S T A T E M E N T O F C H A N G E S I N E Q U I T Y F O R T H E F I N A N C I A L Y E A R E N D E D 1 S E P T E M B E R 2 0 1 8

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148 Debenhams plc Annual Report & Accounts 2018

1 ACCOUNTING POLICIES Basis of preparation These financial statements are for the 52 weeks ended 1 September 2018.

The financial statements have been prepared in accordance FRS 101 “Reduced Disclosure Framework” (FRS 101). The accounting policies as described below have been consistently applied to all financial years presented. The financial statements have been prepared on a going concern basis under the historical cost convention (as modified by the revaluation of derivative financial assets and financial liabilities measured at fair value through profit and loss) and in accordance with the Companies Act 2006. Historical cost is generally based on the fair value of the consideration given in exchange for the assets.

FRS 101 enables the financial statements of the Parent Company to be prepared in accordance with EU-adopted IFRS but with certain disclosure exemptions. The main areas of reduced disclosure are in respect of equity-settled share-based payments, financial instruments, the cash flow statement and related party transactions with Group companies. When required, equivalent disclosures are given in the consolidated financial statements of Debenhams plc.

As permitted by section 408 of the Companies Act 2006, the income statement for the Company has not been presented.

The principal accounting policies, which have been applied consistently for each financial year unless stated otherwise, are set out below.

The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are the same for the Company as they are for the Group. For further details, refer note 5 in the Group financial statements.

Investments Investments comprise the Company’s investment in subsidiaries and are shown at cost less any provision for impairment.

Impairment testing Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognised for the amount by which the asset’s

carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s net realisable value and value-in-use. A reversal of an impairment loss is recognised as income immediately.

Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

Transaction costs associated with borrowings are recognised initially at fair value and are amortised over the term of the facilities using the effective interest rate on the committed amount of each facility.

Debt repurchase The nominal value of debt repurchased is accounted for as a loan redemption, reducing net borrowings at the balance sheet date.

Property-related income and costs Property-related income and costs are recognised in the period to which they relate.

Interest recognition Finance income and finance costs are recognised in the period to which they relate using the effective interest method.

Dividend income Dividend income is recognised when the right to receive payment is established.

Taxation Current tax is provided at amounts expected to be paid (or recovered) using the tax rates that are in force during the period.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the taxable profits and the results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

NOTES TO THE COMPANY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

N O T E S T O T H E C O M P A N Y F I N A N C I A L S T A T E M E N T S F O R T H E F I N A N C I A L Y E A R E N D E D 1 S E P T E M B E R 2 0 1 8

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1 ACCOUNTING POLICIES Basis of preparation These financial statements are for the 52 weeks ended 1 September 2018.

The financial statements have been prepared in accordance FRS 101 “Reduced Disclosure Framework” (FRS 101). The accounting policies as described below have been consistently applied to all financial years presented. The financial statements have been prepared on a going concern basis under the historical cost convention (as modified by the revaluation of derivative financial assets and financial liabilities measured at fair value through profit and loss) and in accordance with the Companies Act 2006. Historical cost is generally based on the fair value of the consideration given in exchange for the assets.

FRS 101 enables the financial statements of the Parent Company to be prepared in accordance with EU-adopted IFRS but with certain disclosure exemptions. The main areas of reduced disclosure are in respect of equity-settled share-based payments, financial instruments, the cash flow statement and related party transactions with Group companies. When required, equivalent disclosures are given in the consolidated financial statements of Debenhams plc.

As permitted by section 408 of the Companies Act 2006, the income statement for the Company has not been presented.

The principal accounting policies, which have been applied consistently for each financial year unless stated otherwise, are set out below.

The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are the same for the Company as they are for the Group. For further details, refer note 5 in the Group financial statements.

Investments Investments comprise the Company’s investment in subsidiaries and are shown at cost less any provision for impairment.

Impairment testing Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognised for the amount by which the asset’s

carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s net realisable value and value-in-use. A reversal of an impairment loss is recognised as income immediately.

Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

Transaction costs associated with borrowings are recognised initially at fair value and are amortised over the term of the facilities using the effective interest rate on the committed amount of each facility.

Debt repurchase The nominal value of debt repurchased is accounted for as a loan redemption, reducing net borrowings at the balance sheet date.

Property-related income and costs Property-related income and costs are recognised in the period to which they relate.

Interest recognition Finance income and finance costs are recognised in the period to which they relate using the effective interest method.

Dividend income Dividend income is recognised when the right to receive payment is established.

Taxation Current tax is provided at amounts expected to be paid (or recovered) using the tax rates that are in force during the period.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the taxable profits and the results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

NOTES TO THE COMPANY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

149 Debenhams plc Annual Report & Accounts 2018

Deferred tax is measured on a non-discounted basis. A deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured at the average tax rates which are expected to apply in the periods in which the timing differences are expected to reverse, based upon tax rates and laws which have been enacted or substantively enacted by the balance sheet date.

Dividend distribution A final dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial statements in the period in which the dividend is approved by the Company’s shareholders. Interim dividends are recognised when paid.

Share-based payments The Company issues equity-settled share-based payments to certain employees. A fair value for the equity-settled share awards is measured at the date of grant. The Company measures the fair value of each award using the Black- Scholes model where appropriate.

The fair value determined at the grant date is expensed on a straight line basis over the vesting period, based on the Company’s estimate of the shares that will eventually vest, and adjusted for the effect of non-market-based vesting conditions. At each balance sheet date, the Company revises its estimates of the number of awards that are expected to vest. Non-market performance and service conditions are included in assumptions about the number of awards that are expected to vest. The Company recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

When the awards are exercised, the Company may issue new shares or utilise shares held as treasury shares or within the Debenhams Retail Employee Trust 2004. The proceeds received net of any directly attributable transaction costs are credited to share capital (at nominal value) and share premium when the awards are exercised.

Where the Company has granted options over the Company’s shares to employees of its subsidiaries, a capital contribution has been deemed made by the Company. This is then recharged to the subsidiary and is based on the fair value of the options issued spread over the option’s vesting period.

Foreign exchange Transactions denominated in foreign currencies are translated into the respective functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities that are denominated in foreign currencies are translated into sterling at the closing rates ruling at the balance sheet date.

Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown as a deduction, net of tax, from the proceeds.

Where the Company purchases its own ordinary shares, the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the Company’s equity holders until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs together with the related income tax effects, is included in equity attributable to the Company’s equity holders.

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150 Debenhams plc Annual Report & Accounts 2018

2 INCOME STATEMENT The contracts of employment for all the executive directors were held throughout the year either by Debenhams plc and Debenhams Retail Plc. Information concerning directors’ remuneration, shares and share interests is included in the directors’ remuneration report on pages 64 to 75, which forms part of these financial statements.

Auditors’ remuneration relating to the audit of the Company financial statements of £0.1 million (2017: £0.1 million) is borne by another Group undertaking.

3 DIVIDENDS

1 September

2018 £m

2 September 2017

£m

Final paid 2.4 pence (2017: 2.4 pence) per £0.0001 share Settled in cash 29.4 29.4

Interim paid 0.5 pence (2017: 1.025 pence) per £0.0001 share Settled in cash 6.2 12.6

35.6 42.0

A final dividend of 2.4 pence per share (2017: 2.4 pence per share) was paid during the year in respect of the financial year ended 1 September 2017, together with an interim dividend of 0.5 pence per share (2017: 1.025 pence per share) in respect of the financial year ended 1 September 2018. The directors have not recommended a final dividend in respect of the financial year ended 1 September 2018 (2017: 2.4 pence per share).

4 INVESTMENTS

1 September

2018 £m

2 September 2017

£m

Investments in subsidiary undertakings Cost 3,375.9 3,375.9 Provision for impairment 1,127.9 1,127.9 Impairment 329.6 –

1,457.5 1,127.9 Net book value 1,918.4 2,248.0

The carrying values of the Company’s subsidiary undertakings have been compared to their recoverable amounts represented by the value-in-use to the Company. The review has resulted in an impairment of £329.6 million (2017: £nil). The discount rate used in the calculation to arrive at the valuation was 7.2% (2017: 7.3%) on a post-tax basis. The pre-tax discount rate was 8.1% (2017: 8.4%). The Company considers the post-tax discount rate and long-term growth rate to be key judgement areas when calculating the value-in-use. An increase of one percentage point in the post-tax discount rate would have resulted in an increase to the impairment charge of £197.8 million (2017: £nil). A decrease of one percentage point in the long-term growth rate would have resulted in an increase to the impairment charge of £141.9 million (2017: £nil).

NOTES TO THE COMPANY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

N O T E S T O T H E C O M P A N Y F I N A N C I A L S T A T E M E N T S F O R T H E F I N A N C I A L Y E A R E N D E D 1 S E P T E M B E R 2 0 1 8

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2 INCOME STATEMENT The contracts of employment for all the executive directors were held throughout the year either by Debenhams plc and Debenhams Retail Plc. Information concerning directors’ remuneration, shares and share interests is included in the directors’ remuneration report on pages 64 to 75, which forms part of these financial statements.

Auditors’ remuneration relating to the audit of the Company financial statements of £0.1 million (2017: £0.1 million) is borne by another Group undertaking.

3 DIVIDENDS

1 September

2018 £m

2 September 2017

£m

Final paid 2.4 pence (2017: 2.4 pence) per £0.0001 share Settled in cash 29.4 29.4

Interim paid 0.5 pence (2017: 1.025 pence) per £0.0001 share Settled in cash 6.2 12.6

35.6 42.0

A final dividend of 2.4 pence per share (2017: 2.4 pence per share) was paid during the year in respect of the financial year ended 1 September 2017, together with an interim dividend of 0.5 pence per share (2017: 1.025 pence per share) in respect of the financial year ended 1 September 2018. The directors have not recommended a final dividend in respect of the financial year ended 1 September 2018 (2017: 2.4 pence per share).

4 INVESTMENTS

1 September

2018 £m

2 September 2017

£m

Investments in subsidiary undertakings Cost 3,375.9 3,375.9 Provision for impairment 1,127.9 1,127.9 Impairment 329.6 –

1,457.5 1,127.9 Net book value 1,918.4 2,248.0

The carrying values of the Company’s subsidiary undertakings have been compared to their recoverable amounts represented by the value-in-use to the Company. The review has resulted in an impairment of £329.6 million (2017: £nil). The discount rate used in the calculation to arrive at the valuation was 7.2% (2017: 7.3%) on a post-tax basis. The pre-tax discount rate was 8.1% (2017: 8.4%). The Company considers the post-tax discount rate and long-term growth rate to be key judgement areas when calculating the value-in-use. An increase of one percentage point in the post-tax discount rate would have resulted in an increase to the impairment charge of £197.8 million (2017: £nil). A decrease of one percentage point in the long-term growth rate would have resulted in an increase to the impairment charge of £141.9 million (2017: £nil).

NOTES TO THE COMPANY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

151 Debenhams plc Annual Report & Accounts 2018

At 1 September 2018, the Company held, either directly or indirectly, 20% or more of the allotted share capital of the following companies:

Company

Share of issued ordinary share

capital and voting rights Country

Subsidiary undertakings

Debenhams Retail plc1* 100% UK Debenhams Group Holdings Limited1,8* 100% UK Debenhams Retail (Ireland) Limited2* 100% Republic of Ireland Aktieselskabet Th. Wessel & Vett. Magasin du Nord3* 100% Denmark Debenhams Properties Limited1* 100% UK Debenhams Hong Kong Limited4 100% Hong Kong Debenhams Business Consulting (Shanghai) Company Limited5 100% China Baroness Group Holdings Limited6 100% Jersey BF III Limited1,8,9 100% UK BF Properties (No. 2) Ltd1,8,9 100% UK BF Properties (No. 3) Ltd1,8,9 100% UK Debenhams Finance Holdings Limited1,9 100% UK Baroness Retail Limited1,9 100% UK Jerimain Investments Limited1 100% UK Debenhams Pension Trust Limited1,9 100% UK Debenhams (No. 2) Pension Trust Limited1 100% UK Debenhams Card Handling Services Limited1,8,9 100% UK Debenhams Direct Limited1,9 100% UK Debenhams Principles Limited1 100% UK debenhams.com ltd1,8,9 100% UK Associated undertakings

blow LTD7 20% UK

* Principal undertakings at 1 September 2018 1 Registered address is 10 Brock Street, Regent’s Place, London, NW1 3FG. 2 Registered address is Ireland Region Office, 54-62 Henry Street, Dublin 1, Ireland. 3 Registered address is Kongens Nytorv 13, 1095 Copenhagen K,, Denmark. 4 Registered address is 6th Floor, Wincome Centre, 39 Des Voeux Road, Central, Hong Kong. 5 Registered address is Unit 2, 18/F Tower B Central Towers, 567 Lan Gao Road, Putuo, Shanghai, China. 6 Registered address is Lime Grove House, Green Street, St Helier, Jersey, JE1 2ST. 7 Registered address 81 Farringdon Street, London, United Kingdom, EC4A 4BL. 8 Denotes investments held by the Company. All other investments are held by subsidiary undertakings. 9 Denotes UK dormant subsidiaries that will take advantage of the audit exemption set out within section 480 of the Companies Act 2006

for the year ended 1 September 2018.

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5 TRADE AND OTHER RECEIVABLES

1 September

2018 £m

2 September 2017

£m

Non-current

Other receivables 0.6 0.6

1 September

2018 £m

2 September 2017

£m

Current Amounts owed by Group undertakings 174.8 163.4 Other receivables 3.1 – Prepayments and accrued income 2.0 1.8

179.9 165.2

Amounts owed by Group undertakings are unsecured, repayable on demand and carry an average rate of interest of 2.2% (2017: 2.0%).

6 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

1 September

2018 £m

2 September 2017

£m

Bank loans and overdrafts (note 8) 160.3 94.5 Trade payables 0.9 – Amounts owed to Group undertakings 1,025.2 1,020.7 Other payables 0.9 0.5 Accruals and deferred income 0.4 0.3

1,187.7 1,116.0

Amounts owed to Group undertakings are unsecured, have no fixed date of redemption and either carry an average interest rate of 2.2% (2017: 2.0%) or are interest free.

7 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

1 September

2018 £m

2 September 2017

£m

Bank and other borrowings (note 8) 198.4 197.9

NOTES TO THE COMPANY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

N O T E S T O T H E C O M P A N Y F I N A N C I A L S T A T E M E N T S F O R T H E F I N A N C I A L Y E A R E N D E D 1 S E P T E M B E R 2 0 1 8

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5 TRADE AND OTHER RECEIVABLES

1 September

2018 £m

2 September 2017

£m

Non-current

Other receivables 0.6 0.6

1 September

2018 £m

2 September 2017

£m

Current Amounts owed by Group undertakings 174.8 163.4 Other receivables 3.1 – Prepayments and accrued income 2.0 1.8

179.9 165.2

Amounts owed by Group undertakings are unsecured, repayable on demand and carry an average rate of interest of 2.2% (2017: 2.0%).

6 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

1 September

2018 £m

2 September 2017

£m

Bank loans and overdrafts (note 8) 160.3 94.5 Trade payables 0.9 – Amounts owed to Group undertakings 1,025.2 1,020.7 Other payables 0.9 0.5 Accruals and deferred income 0.4 0.3

1,187.7 1,116.0

Amounts owed to Group undertakings are unsecured, have no fixed date of redemption and either carry an average interest rate of 2.2% (2017: 2.0%) or are interest free.

7 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

1 September

2018 £m

2 September 2017

£m

Bank and other borrowings (note 8) 198.4 197.9

NOTES TO THE COMPANY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

153 Debenhams plc Annual Report & Accounts 2018

8 BORROWINGS

1 September

2018 £m

2 September 2017

£m

Creditors: amounts falling due within one year Revolving credit facility1 161.1 95.0 Less: revolving credit facility issue costs (2.2) (1.9) Senior notes accrued interest 1.4 1.4

160.3 94.5

Creditors: amounts falling due in more than one year Senior notes 200.0 200.0 Less: senior notes issue costs (1.6) (2.1)

198.4 197.9

Maturity of debt

1 September

2018 £m

2 September 2017

£m

Amounts falling due: In one year or less or on demand 161.0 95.0 In more than two years but not more than five years 200.0 200.0

361.0 295.0

1 Revolving credit facility includes accrued interest of £0.1 million (2017: £nil).

Information relating to the borrowings of the Company is shown in note 22 to the Debenhams Group financial statements.

At 1 September 2018, the Company’s drawings under credit facilities outstanding comprised revolving credit facility drawings of £161.0 million (2017: £95.0 million). During the 2016 financial year, the Company refinanced its £350.0 million revolving credit facility, choosing to reduce the facility size to £320.0 million in the process and extending the maturity from October 2018 to June 2020. The amended revolving credit facility contains an option to request an extension to June 2021. During the year ended 1 September 2018, the Company made an amendment to its revolving credit facility to increase headroom on the fixed charge covenant, £0.8 million of debt amendment fees were incurred in this process.

During the current and prior financial years, the Company has complied with its covenants relating to its credit facilities.

The amortisation charge relating to the issue costs of the revolving credit facility was £0.5 million for the year ended 1 September 2018 (2017: £0.7 million). The amortisation charge relating to the issue costs of the senior notes was £0.5 million for the year ended 1 September 2018 (2017: £0.6 million).

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9 CALLED UP SHARE CAPITAL 1 September 2018 2 September 2017

£ Number £ Number

Issued and fully paid – ordinary shares of £0.0001 each At start of year 128,686 1,286,863,381 128,686 1,286,862,247 Allotted under share option schemes – – – 1,134

At end of year 128,686 1,286,863,381 128,686 1,286,863,381

The number of ordinary shares in the Company held by the Debenhams Retail Employee Trust 2004 (DRET) in connection with the Group’s employee ownership plan described is as follows:

1 September 2018

Ordinary shares Number

2 September 2017

Ordinary shares Number

Debenhams Retail Employee Trust 2004 1,222,274 1,673,537

The market value of the shares at 1 September 2018 was £0.2 million for the DRET (2017: £0.7 million). The cost of the shares held at the year end was £0.7 million (2017: £1.0 million).

Share option schemes At 1 September 2018, the Group had two (2017: three) schemes in operation: the Performance Share Plan (PSP), and the Share Incentive Plan (SIP) (2017: the PSP, the SIP and the Executive Share Option Plan (ESOP)).

For further information on these schemes please see note 30 to the Debenhams Group financial statements.

10 OPERATING LEASE COMMITMENTS

1 September 2018

Land and buildings

£m

2 September 2017

Land and buildings

£m

The future aggregate minimum lease payments under non-cancellable operating leases are as follows: Within one year 20.3 20.8 Later than one year and not later than five years 81.7 83.5 Later than five years and not later than ten years 98.5 101.9 Later than ten years and not later than 20 years 58.5 79.5

259.0 285.7

The Company leases department stores under non-cancellable operating leases. These leases have various terms including in some cases contingent turnover rent clauses. A subsidiary undertaking continues to occupy and trade from these properties under a letting arrangement with the Company.

11 CONTINGENT LIABILITIES The Company is subject to litigation from time to time as a result of its activities. The Company establishes provisions in connection with litigation where it has a present legal or constructive obligation as a result of past events and where it is more likely than not an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.

There are a number of contingent liabilities that arise in the normal course of business which if realised are not expected to result in a material liability to the Company.

NOTES TO THE COMPANY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 1 SEPTEMBER 2018

CONTINUED

N O T E S T O T H E C O M P A N Y F I N A N C I A L S T A T E M E N T S F O R T H E F I N A N C I A L Y E A R E N D E D 1 S E P T E M B E R 2 0 1 8

C O N T I N U E D

Financial statements

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Stores as at Report Date.

S T O R E L I S T

UK Aberdeen Altrincham Ashford Ayr Ballymena Banbury Bangor Barrow Basildon Basingstoke Bath Bedford Belfast Beverley Birmingham Birmingham Fort Blackburn Blackpool Bolton Borehamwood Bournemouth Bradford Brighton Bristol Bromley Bury Bury St Edmunds Cambridge Canterbury Cardiff Carlisle Carmarthen Chatham Chelmsford Cheshire Oaks Chester Chesterfield Clapham Colchester Coventry Crawley Croydon Derby Doncaster Dumfries Dundee Dunfermline East Kilbride Eastbourne Edinburgh Exeter Falkirk Fareham Folkestone Foyleside

Gateshead – Metro Centre Glasgow Glasgow Silverburn Gloucester Gravesend Great Yarmouth Guildford Hanley Harrogate Harrow Hastings Haverfordwest Hemel Hempstead Hereford Hounslow Hull Ilford Inverness Ipswich Kidderminster King’s Lynn Kirkcaldy Lakeside Leamington Spa Leeds – City Centre Leeds – White Rose Leicester Leith Lichfield Lincoln Liverpool Livingston Llandudno Llanelli London – Oxford Street London – Westfield Luton Manchester Manchester – Trafford Park Mansfield Merryhill Merthyr Tydfil Middlesbrough Milton Keynes Monks Cross Newbury – Parkway Newcastle-upon- Tyne Newport Newry Northampton Norwich Nottingham Nuneaton

Oldham Orpington Oxford Perth Plymouth Portsmouth Preston Reading Redditch Romford Rugby Rushmere Salisbury Scarborough Scunthorpe Sheffield Sheffield – Meadowhall Slough Southampton Southend Southport Southsea South Shields Staines Stevenage Stirling Stockport Stockton Stratford-upon-Avon Sunderland Sutton Swansea Swindon Taunton Telford Torquay Truro Uxbridge Wakefield Walsall Walton Wandsworth Warrington Welwyn Garden City Westwood Cross Weymouth Wigan Wimbledon Winchester Witney Woking Wolverhampton Worcester Workington Worthing Wrexham York

International Magasin du Nord Århus Copenhagen – Field’s Copenhagen – Kgs Nytorv Lyngby Odense Rødovre

Republic of Ireland Cork – Mahon Point Cork – Patrick Street Dublin – Blackrock Dublin – Blanchardstown Dublin – Henry Street Dublin – Tallaght Galway Limerick Newbridge Tralee Waterford

Franchise stores Armenia Yerevan Australia Melbourne Bahrain Manama Cyprus Apollon Central Engomi Korivos Nicosia Olympia Zenon Egypt Alexandria Cairo, Festival City Estonia Tallinn Gibraltar Gibraltar Gibraltar Main Store Iran Isfahan Mashad Shiraz Tehran Tehran – Jame Jam Jordan Amman Kuwait Airport

Avenues Fashionway Gate Mall Souq Sharq Latvia Spice Mall Libya Tripoli Malaysia Kuala Lumpur – Star Hill Kuala Lumpur – The Curve Penang Malta Paola Sliema, The Point Pakistan Karachi Philippines Davao Abreeza Mall Manila – RCC Manila – Shangri La Manila – Trinoma Paeso Santa Rosa Qatar Doha Mall of Qatar Saudi Arabia Dammam Othiam Herra Jeddah – Bin Homran Jeddah – Thalia Street Jeddah – Mall of Arabia Madinah Al Noor Red Sea Mall Riyadh – Gallery Mall Riyadh – Granada Riyadh – Rabwa UAE Abu Dhabi – Dalma Dubai – Deira Dubai – Dubai Mall Dubai – Mall of Emirates Dubai – Mirdiff Sharjah Sahara Centre Yas Island

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G L O S S A R Y A N D R E F E R E N C E S

ALTERNATIVE PERFORMANCE MEASURES In reporting financial information, the Group presents alternative performance measures (APMs) which are not defined or specified under the requirements of IFRS.

The Group believes that these APMs, which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders with additional useful information on the underlying trends, performance and position of the Group and are consistent with how business performance is measured internally. The APMs are not defined by IFRS and therefore may not be directly comparable with other companies’ APMs including those in the Group’s industry. The key APMs that the Group uses are outlined below.

APM

Closest equivalent IFRS measure

Reconciling items to IFRS measure

Definition and purpose

Income statement measures

Gross transaction value (GTV)

No direct equivalent

Refer to definition

Gross transaction value is calculated as sales (excluding VAT) on a gross basis before adjusting for concessions, consignments and staff discounts. Management believes that gross transaction value represents a good guide to the overall activity of the Group. The calculation of this measure is outlined in note 3.

Like-for- like sales movement

No direct equivalent

Refer to definition

Like-for-like sales movement relates to sales from stores which have been open for more than 12 months plus digital sales. It is a widely used indicator of a retailer’s current trading performance and is important when comparing growth between retailers that have different profiles of expansion, disposals and closures. A reconciliation of these percentages is shown below:

UK stores (6.3)%

UK digital 10.0%

International 0.2%

Like-for-like-sales – constant currency1 (2.7)%

Exchange rate impact +0.4%

Like-for-like sales movement – reported (2.3)%

1 Constant exchange rates are the average actual periodic exchange rates for the previous financial period and are used to eliminate the effects of exchange rate fluctuations in assessing performance. Actual exchange rates are the average actual periodic exchange rates for that financial period.

Digital like-for- like sales movement

No direct equivalent

Refer to definition

Digital like-for-like sales movement measures the movement in online GTV. This measure is used in tracking Group digital sales performance.

Online mobile mix

No direct equivalent

Refer to definition

Online mobile mix is calculated as GTV generated from smartphone and tablet devices as a percentage of total online GTV and is used to track Group digital sales performance.

Additional information

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APM

Closest equivalent IFRS measure

Reconciling items to IFRS measure

Definition and purpose

Income statement measures continued

Full price sell-through

No direct equivalent

Refer to definition

Full price sell-through is the number of units sold instore or online at the original selling price, as a percentage of the total units sold. This measure is used in tracking Group sales performance and in managing inventory turn.

Gross margin Not defined within IFRS

Refer to definition

Gross margin is calculated as GTV less the value of cost of goods sold, as a percentage of GTV. The gross profit used in this calculation is based on an internal measure of margin and is a key internal management metric for assessing division performance.

Operational costs

Cost of sales, administration costs and distribution costs

Operational costs exclude depreciation and gross margin-related product costs

Operational costs are defined as gross margin less underlying Group EBITDA, and are viewed as a key metric for management in assessing operational efficiency of the business units.

Underlying Group EBITDA

Not defined within IFRS

Refer to definition

Underlying Group EBITDA is calculated as profit before interest, tax, depreciation, amortisation and profit/loss on disposal of assets, asset write-offs and exceptional items. Underlying Group EBITDA is used as an operating performance measure and is used in calculating financial leverage targets (net debt to underlying Group EBITDA). A reconciliation of underlying Group EBITDA to operating profit before exceptional items is shown below:

£m

Operating profit before exceptional items 43.4

Add: non-exceptional depreciation and amortisation 113.0

Add: non-exceptional loss on disposal of assets and asset write-offs 0.9

Underlying Group EBITDA 157.3

Underlying profit before tax

Profit before tax Exceptional items (see note 7)

Profit before the impact of exceptional items and tax. The Group considers this to be an important measure of Group performance and is consistent with how business performance is reported to and assessed by the board and executive committee.

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G L O S S A R Y A N D R E F E R E N C E S C O N T I N U E D

APM

Closest equivalent IFRS measure

Reconciling items to IFRS measure

Definition and purpose

Underlying earnings per share

Profit earnings per share

Exceptional items (see note 7)

Profit after tax attributable to the owners of the parent and before the impact of exceptional items, divided by the weighted average number of ordinary shares in issue during the financial year. A reconciliation of earnings per share before the impact of exceptional items is provided in note 13.

Underlying diluted earnings per share

Diluted earnings per share

Exceptional items (see note 7)

Profit after tax attributable to the owners of the parent and before the impact of exceptional items, divided by the weighted average number of ordinary shares in issue during the financial year adjusted for the effects of any potentially dilutive options. A reconciliation of diluted earnings per share before the impact of exceptional items is provided in note 13.

Balance sheet measures

Net debt None Refer to definition

Net debt comprises cash and cash equivalents and total borrowings (bank, bond and finance lease liabilities) net of unamortised fees. This measure is a good indication of the strength of the Group’s balance sheet position and is widely used by credit rating agencies. A reconciliation of net debt is provided in note 33.

Free cash flow Change in net debt

Before exceptionals, dividends and non- discretionary capital spend

Free cash flow is defined as Cash flow from operating activities less taxation, financing and non-discretionary capital spend. This measure is a good indication of the Group’s ability to generate funds before discretionary spend and is widely used by credit rating agencies.

Tax measures

Effective tax rate before exceptional items

Effective tax rate

Exceptional items and their tax impact (see note 7)

The effective tax rate before exceptional items is calculated as the total tax (credit)/charge for the year excluding the tax impact of exceptional items divided by (loss)/profit before tax before exceptional items. This provides an indication of the ongoing tax rate across the Group. The tax effect of exceptional items is provided in note 7.

Other measures

Capital employed

Net assets Refer to definition

Capital employed is calculated as the net total of assets and liabilities reported in the financial statements excluding net debt and including a capitalised value of future store rental payments at an eight times multiple. This measure is used in the calculation of return on capital employed.

Underlying return on capital employed

Not defined within IFRS

Refer to definition

Return on capital employed (ROCE) is calculated as profit before rent expenses, interest, tax and before exceptional items divided by the average of opening and closing capital employed (excluding rent) then adjusted for the capitalised value of future store rental payments at an eight times multiple. This measure is used within the Group’s remuneration targets and measures the profitability of the Group relative to the size of the assets used to generate returns.

Net promoter score

Not defined in IFRS

Refer to definition

The Group’s net promoter score measures the willingness of customers to recommend the Group’s products or services to others. This measure is used for remuneration incentive purposes.

Additional information

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REFERENCES Concessions Brands which are sold through our stores where the stock belongs to a third party concessionaire. They are found chiefly in clothing (eg Wallis, Oasis, Warehouse), accessories (eg Tripp luggage) and food (eg Costa Coffee).

Core brands Brands designed and produced exclusively by Debenhams. They include brands such as The Collection, Mantaray, Maine New England and Red Herring. They are found in all product categories.

Designers at Debenhams Exclusive diffusion ranges designed for Debenhams by leading international designers.

Direct sourcing Sourcing from suppliers who own all or part of the supply chain processes.

Exceptional items in FY2018 Costs associated with the strategic review, warehouse restructuring, provisions for impairment losses and onerous lease commitments, write-off of intangible assets and the impairment of goodwill.

Footfall The number of people who visit our stores.

Free cash flow Cash flow from operating activities less taxation, financing and non- discretionary capital spend.

Discretionary capital spend Capital expenditure that can be curtailed or even eliminated in the short term without having an immediate impact on the short-term profitability of the business.

Full price sell-through The number of units sold instore or online at the original selling price, as a percentage of total units sold.

International brands Brands such as Levi’s, Ben Sherman, Clarins and Estée Lauder for which Debenhams owns the stock.

International segment Comprises sales to international franchise partners, sales from our stores in Denmark and the Republic of Ireland and digital sales to addresses outside of the UK.

Market share The percentage of the market or market segment that is being serviced by Debenhams. For instance, if 100 T-shirts were sold a year in the UK and Debenhams sold ten of them, it would have 10% market share.

Multi-channel Multi-channel sales comprise those from digital and instore ordering as well as those which include more than one channel in a single shopping journey such as click & collect.

Own bought brands Brands for which Debenhams owns the stock. They include core brands, Designers at Debenhams and international brands.

Own brands Debenhams’ exclusive brands, comprising core brands and Designers at Debenhams.

Retail method of inventory valuation An industry specific accounting method used to derive a weighted average product cost. Product cost and retail values are aggregated at department level to determine an average margin per department. These margins are then applied to the retail value of inventory in each department to derive the cost of inventory.

Terminal stock The stock, as at the balance sheet date, which is classified as previous season or older. It is expressed as a percentage of total stock measured at retail value.

UK segment Comprises sales from our UK stores and online sales to UK addresses.

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A D D I T I O N A L I N F O R M A T I O N

REGISTERED OFFICE 10 Brock Street Regent’s Place London NW1 3FG Registered in England and Wales Company number: 5448421

FINANCIAL ADVISORS Lazard 50 Stratton Street London W1J 8LL

STOCKBROKERS Citigroup Global Markets Limited Citigroup Centre Canada Square London E14 5LB

Stifel Nicolaus Europe Limited 150 Cheapside London EC2V 6ET

SOLICITORS Freshfields Bruckhaus Deringer 65 Fleet Street London EC4Y 1HS

INDEPENDENT AUDITORS PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors 1 Embankment Place London WC2N 6RH

REGISTRARS Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA Telephone: 0371 384 2766 www.shareview.co.uk

CAUTIONARY STATEMENT This report is intended to focus on matters which are relevant to the interests of shareholders of the Company. The purpose of this report is to assist shareholders in assessing the strategies adopted and performance delivered by the Company and the potential for those strategies to succeed. It should not be relied on by any other party for any other purpose.

Forward-looking statements are made in good faith, based on a number of assumptions concerning future events and information available to directors at the time of their approval of this report. These forward-looking statements should be treated with caution due to the inherent uncertainties underlying any such forward-looking information. The user of this report should not rely unduly on these forward-looking statements, which are not a guarantee of performance and which are subject to a number of uncertainties and other facts, many of which are outside the Company’s control and could cause actual events to differ materially from those in these statements. No guarantee can be given of future results, levels of activity, performance or achievements.

Additional information

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Consultancy, design and production www.luminous.co.uk

Design and production www.luminous.co.uk

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10 Brock Street Regent’s Place

London NW1 3FG

www.debenhams.com

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