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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the Month of July 2018
Commission File Number: 001-32294
TATA MOTORS LIMITED
(Translation of registrant’s name into English)
BOMBAY HOUSE
24, HOMI MODY STREET,
MUMBAI 400 001, MAHARASHTRA, INDIA
Telephone # 91 22 6665 8282 Fax # 91 22 6665 7799
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g 3-2(b): Not Applicable
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| Item 1: |
Form 6-K dated July 30, 2018. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.
| Tata Motors Limited | ||
| By: | /s/ Hoshang K Sethna | |
| Name: | Hoshang K Sethna | |
| Title: | Company Secretary | |
Dated: July 30, 2018
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JAG U A R L A N D ROV E R A U TO M OT I V E PLC Annual Report 2017/18
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“I am the master of my fate, I am the captain of my soul.” William Ernest Henley, 1875 Invictus HRH The Duke of Sussex drives with Daimy Gommers, daughter of Dutch Invictus Games competitor Paul Gommers, during the Jaguar Land Rover Driving Challenge at the 2017 Invictus Games in Toronto. The Duke of Sussex was inspired to create the Invictus Games after visiting the 2013 Warrior Games in America. The Games use the power of sport to inspire recovery, support rehabilitation, promote wellbeing, and generate a wider understanding and respect for all those who serve or have served their country. Jaguar Land Rover is proud of its role as presenting partner of the Invictus Games in London (2014), Orlando (2016) and Toronto (2017), and is looking forward to supporting the Sydney Games in October 2018.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 1 ANNUAL REPORT 2017/18 I N 2 0 0 8 , R ATA N TATA H A D T H E V I S I O N T O B R I N G T W O O F T H E B I G G E S T A N D M O S T R E S P E C T E D B R I T I S H B R A N D S I N T O T H E TATA F A M I LY : J A G U A R A N D L A N D R O V E R . T E N Y E A R S O N , J A G U A R L A N D R O V E R I S N O W A G L O B A L C O M P A N Y W I T H A R E A C H A N D F A C I L I T I E S A C R O S S T H E W O R L D . B E C O M I N G T R U LY I N T E R N AT I O N A L H A S N O T D I L U T E D O U R B R I T I S H N E S S , I T H A S E N R I C H E D U S . W E S E R V E O U R C U S T O M E R S ’ E V E R Y W I S H A N D D E S I R E T H R O U G H T H E P U L S E—Q U I C K E N I N G P E R F O R M A N C E O F J A G U A R A N D T H E T R A N Q U I L L I T Y A N D L U X U R Y O F L A N D R O V E R . J A G U A R A N D L A N D R O V E R H AV E A LW AY S B E E N T H E I N N O VAT O R S , E X E M P L A R S O F G R E AT B R I T I S H D E S I G N A N D E N G I N E E R I N G I N T E G R I T Y, F R O M J A G U A R ’ S F I R S T A U T O M O T I V E U S E O F D I S C B R A K E S I N 1 9 5 3 T O L A N D R O V E R ’ S M A S T E R Y O F T H E L U X U R Y S U V S E C T O R W I T H T H E C R E AT I O N O F T H E R A N G E R O V E R I N 1 9 7 0 . W H E T H E R W E ’ R E G O I N G A B O V E A N D B E Y O N D W I T H L A N D R O V E R O R C E L E B R AT I N G T H E A R T O F P E R F O R M A N C E W I T H J A G U A R , O U R P U R P O S E I S C L E A R : W E W I L L A LW AY S D E L I V E R E X P E R I E N C E S O U R C U S T O M E R S W I L L L O V E , F O R L I F E .
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 2 ANNUAL REPORT 2017/18 C ONTENT S S TRATE G I C R E P O R T G LO B A L G R OW T H A N D F I N A N C I A L PE R FO R M A N C E 03 Performance highlights 68 Driving global growth 04 Chairman’s statement 70 Global sales 06 Chief Executive Officer’s statement 72 Financial review 08 Celebrating 10 years of Tata ownership 72 Chief Financial Officer’s statement T R A N S FO R M I N G 73 Financial performance TO DAY FO R TO M O R R OW 12 Our brands R E S I L I E N T B U S I N E S S 14 The way we do business at Jaguar Land Rover 78 Our approach to risk 18 Global operational footprint 80 Our principal risks 20 Great products at the heart of our business 20 Jaguar GO VERNANCE 24 Land Rover 86 Introduction to governance 28 Jaguar Land Rover Special Vehicle 87 Leadership Operations (SVO) 92 Effectiveness 30 Jaguar Land Rover Classic 93 Accountability 95 Investor relations engagement D E L I V E R I N G FO R T H E F U T U R E 96 Directors’ report 34 Smarter, safer, cleaner technology 40 Why we put customers first F I N A N C I A L S TAT E M E N T S 42 Leading in Environmental Innovation Engaged and passionate 100 Independent Auditor’s report to the members 44 people of Jaguar Land Rover Automotive Plc 104 Consolidated financial statements VA LU E B E YO N D O U R B O U N DA R I E S 104 Consolidated income statement 48 Introduction 105 Consolidated statement of 50 Driving to Destination Zero comprehensive income/(expense) 52 Innovation in electrification comes from within 106 Consolidated balance sheet 54 Closing the loop 107 Consolidated statement of changes in equity 56 Redressing the balance 108 Consolidated cash flow statement 58 Jaguar Land Rover: a global community partner 109 Notes to the consolidated financial statements 60 Technology for good: what3words 168 Parent company financial statements 62 Land Rover and Red Cross: a partnership 168 Parent company balance sheet built on trust 64 Better representation of women 169 Parent company statement of in engineering changes in equity 170 Parent company cash flow statement 171 Notes to the parent company financial statements
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 3 ANNUAL REPORT 2017/18 P ERF ORMANCE H I G H L I G H T S Retail sales Revenue Profit before tax 614,309 units £25.8bn £1.5bn F I SCA L 2 0 1 7 / 1 8 / 6 1 4 , 3 0 9 F I SCA L 2 0 1 7 / 1 8 / £ 2 5 . 8 B N F I SCA L 2 0 1 7 / 1 8 / £ 1 . 5 B N F I SCA L 2 0 1 6 / 1 7 / 6 0 4 , 0 0 9 F I SCA L 2 0 1 6 / 1 7 / £ 24.3BN F I SCA L 2 0 1 6 / 1 7 / £ 1.6BN F I SCA L 2 0 1 5 / 1 6 / 5 2 1 , 5 7 1 F I SCA L 2 0 1 5 / 1 6 / £ 2 2 . 3 B N F I SCA L 2 0 1 5 / 1 6 / £ 1 . 6 B N Operating cash flow Total investment Number of before investment* spending* retailers worldwide £3.1bn £4.2bn 2,797 F I SCA L 2 0 1 7 / 1 8 / £ 3 . 1 B N F I SCA L 2 0 1 7 / 1 8 / £ 4 . 2 B N F I SCA L 2 0 1 7 / 1 8 / 2 , 7 9 7 F I SCA L 2 0 1 6 / 1 7 / £ 3 . 6 B N F I SCA L 2 0 1 6 / 1 7 / £ 3 . 4 B N F I SCA L 2 0 1 6 / 1 7 / 2 , 7 2 6 F I SCA L 2 0 1 5 / 1 6 / £ 3 . 8 B N F I SCA L 2 0 1 5 / 1 6 / £ 3 .. 1 B N F I SCA L 2 0 1 5 / 1 6 / 2 , 7 2 0 3 new electrified Global growth Number of models Slovakia plant to employees Jaguar I-PACE BEV, start production 43,224 Range Rover PHEV by end of 2018 (Fiscal 2016/17: 40,265) and Range Rover Sport PHEV *Please see note 3 of the financial statements on page 122 for the definitions of Operating cash flow before investment and Total investment spending.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 4 ANNUAL REPORT 2017/18 CHAIRMAN’ S TAT E M E N T S In 2018, Tata Sons marks the 10th profitability in the last financial year, despite anniversary of its ownership of Jaguar the technology revolution that is sweeping Land Rover, one of the largest and most the automotive industry. recognisable assets in our global portfolio. I am confident that Jaguar Land Rover As Chairman of Tata Sons and Jaguar Land will lead the future transformation of the Rover, I want to congratulate all stakeholders industry, with a major investment programme for the tremendous achievements of the past underway in new models, in new modular 10 years – a period in which annual unit sales architectures, and in autonomy, connectivity, have increased more than threefold to over electrification and shared mobility services. 600,000 units, and revenues have grown fivefold in as many years. The Company has Our commitment to growth, disciplined expanded its manufacturing footprint in the capital allocation and shareholder returns are UK, China, Brazil and soon in Slovakia, and shared goals for Jaguar Land Rover and Tata more than trebled total employment to Motors, which is beginning to see results from over 43,000. its own turnaround strategy and improved operating efficiencies. We take pride in these achievements, and I would like to thank every member of the As we look ahead, we see emerging Jaguar Land Rover team, led by CEO Ralf opportunities for our operating companies Speth, for their continued hard work and to learn from each other as we pursue new commitment to the organisation. I am advances in electric mobility, electrification also delighted to note that we share a and artificial intelligence. Innovation from distinguished commitment to community Jaguar Land Rover, including an all-electric that is a common principle across the Jaguar I-PACE and the Range Rover plug-in Tata Group. Jaguar Land Rover’s efforts in hybrids, will continue to play a defining role education, engaging young people around the in these efforts. world from the early years of their education through to their steps into apprentice and Given the strong performance of Jaguar graduate employment, illustrate the shared Land Rover over the decade of the Tata value placed in serving the communities in Group’s ownership, I am confident that it which we operate. will continue to deliver positive results in a potentially more challenging market and Jaguar Land Rover has set new standards regulatory environment. for delighting customers by producing products that are high quality and driven We look forward to working together with with engineering excellence, new automotive all stakeholders in the year ahead to craft technologies and advanced design. This is the next chapter in the Jaguar Land Rover reflected by our multiple award-winning success story. models, including the Jaguar XF, Jaguar F-PACE, Land Rover Discovery Sport and Range Rover Evoque. Customer demand for such models has enabled the Company to deliver continued sales growth and solid NATARAJAN CHANDRASEKARAN CHAIRMAN JAGUAR LAND ROVER AUTOMOTIVE PLC 24 JULY 2018
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 5 ANNUAL REPORT 2017/18
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 6 ANNUAL REPORT 2017/18 O C H F F I E I C F E ERX’ S E C SU TAT T I V EE M E N T This year Jaguar Land Rover celebrates agility and dynamic driving that is attracting 10 years of Tata ownership. We thank Ratan new customers. Tata and Tata Sons for their long-standing support. Since 2008, we have grown into We introduced the XEL, our long-wheelbase a global player in the luxury, premium and XE model produced exclusively in China. performance marketplace. We are proud to be named again as Britain’s largest automotive The beautiful new XF Sportbrake offers manufacturer, respected across the world versatile space and practicality while retaining for our outstanding award-winning products. distinctive Jaguar sportiness. Let me re-emphasise the sentiment of Mr The Jaguar F-PACE SVR, Jaguar’s ultimate Chandrasekaran, our Chairman, in thanking performance SUV, is the latest creation from our our employees and our partners for their hard Special Vehicle Operations division, designed to work, passion and commitment. get the senses racing. Jaguar Land Rover delivered a solid business The arrival of the Jaguar I-PACE, the world’s first and financial performance in Fiscal 2017/18. fully electric premium SUV, is a technological We increased revenue to £25.8 billion and game changer. With grace, space and eco-pace, sustained our profitability despite significant it is capturing the imagination of people around market volatility. the world. Our sales The Land Rover product range has also gone Our global sales rose 1.7 per cent to 614,309 from strength to strength. The all-new Land vehicles, led by the introduction of the award- Rover Discovery, the world’s most capable winning Range Rover Velar, Jaguar E-PACE and family SUV, attracted many new customers. the all-new Land Rover Discovery. Growing demand in China and the United States offset Performance and capability have reached weaker conditions, especially in the UK and new heights of comfort and refinement with mainland Europe. the creation of our new 18 Model Year Range Rover and Range Rover Sport models. These Our joint venture, Spark44, a ‘first of its kind’ vehicles combine fresh, dynamic design with client/agency creative advertising business a brand-new feature-packed cabin, including established in 2011, has grown to 19 offices newly designed seats with 24-way movement. worldwide. In 2018, we made the strategic The elegance of the interior has been elevated decision to take majority control of this by our state-of-the-art Touch Pro Duo high-venture, in recognition of the importance definition infotainment system. of our brand communications. Each of these two vehicles has taken its next Our products evolutionary step with the addition of a totally Today, we offer our customers the most new plug-in hybrid electric derivative, offering luxurious and sustainable portfolio in our reduced emissions and improved fuel efficiency. history. Jaguar and Land Rover vehicles represent a compelling combination of The limited-edition, hand-built Range Rover British design and engineering integrity. SV Coupé is personalised to each customer’s In the last 12 months, we have undertaken individual tastes, taking our flagship to new a strong product offensive, with the highest levels of sophistication and driving pleasure. number of product launches of any year in our history. This year, the Jaguar Land Rover Classic division showcased our finest restoration skills Jaguar expanded its portfolio with the E-PACE, with the creation of the Jaguar E-type and a new compact lifestyle SUV offering looks, Land Rover Reborn models.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 7 ANNUAL REPORT 2017/18 Jaguar and Land Rover’s creativity, innovation diversity and inclusivity, maintaining a latest low emission internal combustion and design talents continue to gain recognition particular focus on attracting women into engine technologies and their contribution to around the world. Among the 200 awards we engineering and advanced manufacturing CO2 reduction. have won this year was the Range Rover Velar through programmes such as our ‘Young being named ‘World Car Design of the Year’ for Women in the Know’ initiative for female Our future its perfectly optimised proportions, stunning students aged 15 to 18. A world of sustainable smart mobility will silhouette and luxurious, reductive interior. offer significant economic, social and health As a signatory to the Armed Forces Corporate benefits: zero-emissions vehicles, zero Our technologies Covenant, we remain committed to recruiting congestion and zero accidents. Meeting future The transition to modern mobility must be injured and ex-services personnel. Jaguar Land CO2 and emissions targets is dependent on seamless for customers. At Jaguar Land Rover, Rover is a proud partner to the inspirational the take-up of electrified vehicles. Cities will we are working at pace, refining and improving Invictus Games – we supported this year’s require smart connected IT and intelligent the efficiencies of our diesel and petrol engine hugely successful competition in Toronto, predictive systems that can maximise road technologies while simultaneously managing Canada and have reaffirmed our partnership usage, as well as comprehensive networks of the technological changes required to move for the next games in Australia. smart charging solutions to mitigate the risk of from ‘ICE’ (the internal combustion engine) energy shortages at peak times. to ‘ACE’ (autonomy, connectivity and We are also developing innovative ways to electrification.) technologies. seek out tomorrow’s innovators. We partnered Jaguar Land Rover is already playing its part. with the virtual band Gorillaz to find the next Closed-loop processes are key to our strategy: Our future modular architecture strategy generation of software engineering brilliance we are committed to recycling and zero will bring flexibility and greater economies of through code-breaking puzzles. Those who emissions at every stage, from manufacturing scale, offering our customers a full choice of cracked them, we interviewed. The best, to use. electrified vehicle options, including plug-in we hired. hybrid electric vehicles (PHEVs), mild hybrid We will continue to innovate and to invest and battery electric, as well as clean petrol and Our external environment in new products, technology and capacity diesel engines. From 2020, all new Jaguar and As a company operating in multiple territories, to drive long-term, profitable, sustainable Land Rover vehicle models will be electrified. with major import–export movements, growth. We will achieve our ambitions with heavy regulatory obligations and the need British heart and soul and a passionate, highly Through the announcement of our technology for specialised skills, we favour a policy and motivated workforce dedicated to designing partnership with Waymo, we will deliver trading environment that protects tariff-free, and developing the most capable premium 20,000 Jaguar I-PACEs to the highways of fair and frictionless trade and regulatory luxury vehicles in the world. the United States by 2020. harmonisation. Continuing EU recognition of vehicle homologation approvals issued by As we embark on the next phase of our Our people and communities the UK is a pre-requisite. strategy, let me reaffirm our pledge to At Jaguar Land Rover, our primary asset is customers around the world: that we will our people. Our workforce of over 43,000 While we respect the democratic decision continue to produce and deliver vehicles that employees has continued to grow, with of the UK people, Jaguar Land Rover is seeking create experiences they will love, for life. recruitment starting in Nitra, Slovakia – clarification and certainty on the terms of the next step in the growth of our global Britain’s withdrawal from the European Union. manufacturing footprint. It is of paramount importance that the UK Government preserves as many benefits of Investment in employee training and lifelong the Single Market and Customs Union as learning, accredited through the Jaguar Land possible, for our workforce, wider business PROF. DR. RALF D. SPETH Rover Academy, equips our people with the and the complete automotive supply CHIEF EXECUTIVE OFFICER JAGUAR LAND ROVER AUTOMOTIVE PLC skills to drive forward our product plans for chain ecosystem. zero tailpipe emissions and electrified vehicles. 24 JULY 2018 Demand has been undermined in Europe The Academy also plays a key role in our by consumer uncertainty about diesel cars, communities, actively shaping education – particularly in the UK, where they face more from the Jaguar Primary Schools Challenge onerous treatment. We urge policymakers to to PhD qualifications. We support workforce recognise the environmental benefits of the
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 8 ANNUAL REPORT 2017/18 CELEBRAT I N G 1 0 Y E A R S O F TATA O W N E R S H I P This year we celebrate 10 years of Tata ownership for Jaguar Land Rover. Looking back to 2008, Ratan Tata instinctively believed in our potential, when others doubted. He provided the vision, the resources and the belief to innovate. We thank Ratan Tata for his full and unwavering commitment to Jaguar Land Rover. Together, we have written one of the greatest stories in the automotive industry. Our business has been transformed. Jaguar has proved its exhilarating performance credentials with the creation of F-TYPE, widely regarded as one of the world’s most beautiful sports cars. It’s complemented by an award-winning range of saloons, including the XE, XF and XJ, which this year celebrates its 50th anniversary, Jaguar’s two SUVs and electric I-PACE. All of them truly We’ve brought the very latest manufacturing innovation excite the senses. to our plants in Solihull, Castle Bromwich and Halewood, expanded capacity, improved efficiency and taken Land Rover has become the world’s SUV brand of choice. technology to a level previously unthinkable. In 2014, we Discovery and Discovery Sport, our family of four Range established our own Engine Manufacturing operations in Rover models and the next-generation Defender, represent Wolverhampton, which produce our ultra-clean Ingenium the Above and Beyond spirit like few could have ever petrol and diesel engines, designed and engineered by imagined a decade ago. Jaguar Land Rover in the UK. In total, under Tata’s stewardship, we’ve grown from eight In the last 10 years we have become a truly global business, vehicle nameplates to 13 segment-defining models and with manufacturing facilities located in the UK, Austria, Brazil, increased our annual sales from 160,000 to 614,309 in China, India and, from later this year, Slovakia. Today, we sell Fiscal 2017/18. our cars in 129 countries across the globe.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 9 ANNUAL REPORT 2017/18 We are proud to be the largest employer in the UK In 2013, the Company became the first manufacturer Left above automotive sector. It is a responsibility we take seriously to win the prestigious UK award ‘Responsible Business Ratan N. Tata. because our business is our people – the passion and of the Year’. Shortly after, we received the Queen’s Left below commitment of our workforce is a key driving force to Award for Sustainable Development. our success. Jaguar Land Rover: a business with an Jaguar and Land Rover are now stronger and more illustrious heritage. In 2008, there were just 3,500 engineers on our books. vibrant brands than ever before, financially fit to grasp That number has risen to more than 12,000 in 2018 and the exciting opportunities the future presents. We will continue to increase as we seek out the most gifted continue to have the appetite and ambition for and talented people from around the world to work on global growth. future Jaguar and Land Rover electrified vehicles. Just as it is the 10th anniversary of Jaguar Land Rover Jaguar Land Rover and the wider Tata Group share the becoming part of the Tata family, it is also the 150th same values – community is at the heart of everything anniversary of the Tata Corporation. Throughout its history, that we do. Since we launched our global CSR programme the Tata Group has seen technological innovation and in 2013, the lives of over 7.4 million people in more than social responsibility as key drivers of its success and place 39 countries have been improved through social impact in society. Today, for Jaguar Land Rover, it is no different. projects. Our ‘Inspiring Tomorrow’s Engineers’ programme has engaged with over one million young people, nurturing Together, we now look to the future with confidence future talent for the automotive industry. and optimism, thanks in part to one man’s vision and belief in our two great automotive brands. While we have trebled our vehicle output, we have reduced our global manufacturing consumption of energy per car by 43 per cent and CO2 per car by 46 per cent since 2007. We have also procured zero carbon electricity in the UK since April 2016. In the UK, we have reduced water per car by 32 per cent and already achieved our 2020 goal of sending zero Jaguar Land Rover operational waste direct to landfill from our manufacturing sites. 2 0 0 8 – 2 0 1 8 H I G H L I G H T S : A D E C A D E O F W O R L D—C L A S S C A R S 2008 2012 2016 LRX concept points to a new direction The all-new aluminium Range Rover The fifth-generation Land Rover for Land Rover. breaks new ground for luxury SUVs. Discovery is shown, delivering capability, versatility and comfort like no other 2009 2013 seven-seat SUV. All-new Jaguar XJ reimagined as the The Range Rover Sport is unveiled 2017 ultimate sporting luxury car. at the New York Motor Show. The Range Rover Velar, the fourth 2010 2014 member of the legendary SUV family, Range Rover Evoque makes its debut at Jaguar’s first small sports saloon goes on sale. the Paris Motor Show. for a generation, the XE, is revealed 2018 in London, powered by the new 2011 Ingenium diesel engine. The Jaguar I-PACE heralds the start Jaguar celebrates 50 years of the of Jaguar Land Rover’s electric E-type and shows the CX-16 concept 2015 revolution, bringing technology, SUV previewing the F-TYPE sports car. The F-PACE, Jaguar’s first SUV, practicality, sports car performance makes its global debut at the Frankfurt and world-beating design to the Motor Show. electric vehicle market.
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10 JAGUAR LAND ROVER AUTOMOTIVE PLC ANNUAL REPORT 2017/18 STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 11 TRANSF ORMING I N T H I S S E C T I O N Our brands 12 TO DAY F O R The way we do business at Jaguar Land Rover 14 Global operational footprint 18 Great products at the heart of our business 20 TO M O R R OW Jaguar 20 Land Rover 24 Jaguar Land Rover Special Vehicle Operations (SVO) 28 Jaguar Land Rover Classic 30
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 12 ANNUAL REPORT 2017/18 O U R B R A N D S T J AGUAR H E A R T O F P E R F O R M A N C E Luxury Sports Lifestyle XE F-TYPE COUPÉ E-PACE XEL F-TYPE CONVERTIBLE F-PACE XF I-PACE XF SPORTBRAKE RE C O G N I S I N G O U R AC H I E V E M E N T S Jaguar XE crowned Car Jaguar F-TYPE awarded the Best Premium of the Year at the 2017 Sports Car at the Automobile Journalists XFL Telegraph Car Awards Association of Canada 2018 Canadian Car of the Year Awards Jaguar F-PACE achieved a Jaguar I-PACE named the Most five-star Euro NCAP rating Anticipated Car of the Year at XJ the 2018 What Car? Awards
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 13 ANNUAL REPORT 2017/18 ABO L A NV DE R A OV N D E R B E Y O N D Refinement Versatility Durability DEFENDER SILHOUETTE RANGE ROVER DISCOVERY DEFENDER RANGE ROVER SPORT DISCOVERY SPORT RANGE ROVER VELAR RANGE ROVER EVOQUE RE C O G N I S I N G O U R AC H I E V E M E N T S Land Rover Discovery awarded Range Rover named Best RANGE ROVER EVOQUE Best Large SUV at the Middle East Luxury SUV at the 2017 CONVERTIBLE Car of the Year Awards 2018 What Car? Awards Range Rover Velar achieved a Range Rover Velar named World five-star Euro NCAP rating Car Design of the Year at the 2018 World Car Awards
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14 JAGUAR LAND ROVER AUTOMOTIVE PLC ANNUAL REPORT 2017/18 STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 15 T H E WAY W E O U R B L U E P R I N T F O R S U C C E S S D O B U S I N E S S AT J A G U A R Our purpose L A N D R O V E R This business blueprint represents the most Experiences important elements of who we are and what customers love, Two global iconic brands for life we stand for – from the products and services we create to defining our wider role in society. Our purpose is to create experiences our customers love, for life. These strategic priorities act as a roadmap towards fulfilment of our vision, guiding the actions needed to strengthen our brands and drive value for Jaguar Land Rover: Three passions More great Customer Environmental products First Innovation CREATING T H E B E ST Q U A L I T Y Four foundations C U STO M E R E X P E R I E N C E S Engaged, Transformed Global passionate Business excellence cost structure growth TA R G E T I N G N E W people G R O W T H S E G M E N T S Five core values Integrity Pioneering Excellence Unity Responsibility A LWAYS B E I N G B E T T E R AT W H AT W E D O Our most valuable asset is our people; nothing is more important than their safety and wellbeing I N V E ST I N G I N N E W T E C H N O LO G I E S , S K I L L S A N D S E RV I C E S
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 16 ANNUAL REPORT 2017/18 Forged over generations, our business model weaves together quality, excellence and creative passion. Applying Customer First principles to every part of the business strengthens our position as a global leader in premium products and services. O T H UE R F BO UU SN I N DE AT S SI O M NO O DF E L F U E L L I N G O U R K E Y A C T I V I T I E S RAW M AT E R I A L S Our steel, aluminium, plastic and water are all sourced ethically. Innovation, Through technological innovation, we are world leaders in 1 research aluminium recycling. We actively seek to use renewable and and technology recycled materials in the manufacture of our vehicles, diverting significant waste from landfill each year. SUP P LIERS Close collaboration with our suppliers is vital to the success of 2 Design and Jaguar Land Rover. We maintain a sustainable, resilient supply engineering chain, wherever we operate. We uphold the highest standards and make this clear to all of our tier one suppliers. We work with them to identify and implement solutions at local, international and industry level in respect of environmental management, business ethics, human rights and working conditions. C U S TO M E R I N S I G H T S Understanding our customers helps us create enhanced products, with the features they want and the style, comfort and performance they expect. In an increasingly digital world, we are embracing exciting ways to engage our customers and respond to their every need, present and future. 3 Designing and creating desirable premium products INVESTMENT Our business model of continuing reinvestment fuels the innovation required to future-proof our business. We have invested £4.2 billion in Fiscal 2017/18, equivalent to 16.2 per cent of 4 Manufacturing operations revenue. More than half of this has been directed towards future products and technologies. The investment this fiscal year also includes £800 million of enhancements to our UK and overseas manufacturing facilities. S K I L L S A N D P E O P L E The automotive industry of the future requires new thinking and new skills. We offer all employees the opportunity for continuous development through the Jaguar Land Rover Academy. All training is measured against quality standards and subject to an approved accreditation process.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 17 ANNUAL REPORT 2017/18 F U E L L I N G O U R K E Y A C T I V I T I E S O CREAT F O U R I N S GTA VA K E LH U O E LFD OERR A S L L W E C R E AT E : 5 Logistics Premium-quality experiences for our customers Marketing and communications 6 Sustainable profitable growth for our investors Reduced environmental impact Stronger communities Sales network 7 8 Financial services Premium-quality 9 customer experiences
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 18 ANNUAL REPORT 2017/18 GLOBAL O P E R AT I O N A L F O OT P R I N T 1 2 1 2 HALEWOOD WOLVERHAMPTON 3 Vehicle Manufacturing Engine Manufacturing 4 5 7 6 8 Land Rover Discovery Sport Centre 9 Range Rover Evoque 3 4 10 13 11 CASTLE BROMWICH SOLIHULL Vehicle Manufacturing Vehicle Manufacturing Jaguar XE Jaguar F-PACE Jaguar XF Land Rover Discovery Jaguar XF Sportbrake Range Rover Velar Jaguar XJ Range Rover Sport Jaguar F-TYPE Range Rover 5 6 FEN END WARWICK Special Vehicle WMG Advanced Operations Research Centre 12 Engineering HQ 7 8 WHITLEY RYTON Global HQ, Powertrain Special Vehicle Engineering HQ and Operations Jaguar Design Manufacturing Centre and Jaguar Land Rover Classic Works HQ Jaguar XE SV Project 8 Range Rover SV Coupé
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 19 ANNUAL REPORT 2017/18 9 10 GAYDON LONDON Global Engineering, InMotion Ventures HQ Research and Development HQ and Land Rover Design 11 12 PORTLAND, ITATIAIA, BRAZIL OREGON, UNITED Regional Business STATES Office and Vehicle Innovation Lab and Manufacturing Software Engineering Land Rover Discovery Sport Range Rover Evoque 13 14 15 14 SHANNON, GRAZ, AUSTRIA 17 IRELAND Vehicle Manufacturing 18 Software Engineering Jaguar E-PACE Centre Jaguar I-PACE 16 15 16 NITRA, SLOVAKIA PUNE, INDIA Vehicle Manufacturing Vehicle Assembly Land Rover Discovery Jaguar XE Jaguar XF Jaguar XJ Land Rover Discovery Sport Range Rover Evoque 17 18 CHANGSHU, CHINA SHANGHAI, Vehicle Manufacturing CHINA and Engineering Research and Jaguar XEL Development, Jaguar XFL Global Design Centre Jaguar E-PACE Land Rover Discovery Sport Range Rover Evoque
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 20 ANNUAL REPORT 2017/18 GREAT P R O D U C T S AT T H E H E A R T O F O U R B U S I N E S S J A GUAR Jaguars are born out of flair, ingenuity and an instinct for and has now claimed almost 200 global awards. The seduction. They are creations that embody our passion for saloon’s new Sportbrake sibling delivers equally impressive performance and express our reason for being: to excite in performance, design, technology and increased space every sense. with a 565-litre luggage compartment. The XF Sportbrake is available with Jaguar’s advanced range of clean and Making great cars is at the very heart of our strategy, efficient four-cylinder Ingenium petrol and diesel engines and our cars show the world that true performance isn’t with CO2 emissions from as low as 134g/km. only measured in figures, but in the way it makes you feel. These are the moments worth living for. It is not the Further demonstrating a long-term commitment to number of breaths you take, it is the moments that take the Chinese market, the all-new XEL saloon – with an your breath away. Jaguar. The Art of Performance. additional 100mm added to the wheelbase – is the second Jaguar engineered exclusively for China. It follows The current line-up of Jaguar cars is the most diverse, the larger XFL, and is one of five Jaguar and Land Rover exciting and dynamic we’ve ever seen. The new XF models to be manufactured there. The XEL delivers even Sportbrake joined Jaguar’s award-winning XF saloon in greater interior comfort for rear-seat passengers while its 10th year of production. The XF was launched in 2007 maintaining its sleek, sports saloon design.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 21 ANNUAL REPORT 2017/18 Left In 2018, Jaguar’s flagship luxury saloon, the XJ, expected from the F-TYPE, accelerating from Jaguar’s new long-wheelbase version of its celebrates its 50th anniversary. It now offers 0–60mph in only 5.4 seconds and achieving XE saloon, the XEL. unprecedented power and performance in the form a top speed of 155mph, making the F-TYPE of the 186mph XJR 575 – a car that can truly go experience more accessible than ever before. Middle The Jaguar XF from red carpet to race track. Identified by discreet, Sportbrake – elegance tailor-made, exterior details, the XJR 575 comes with and luxury combined. diamond-quilted leather seats that add a final flourish The XJ celebrates its 50th to the interior. Right anniversary. It now offers The XJR 575 combines Introducing our advanced four-cylinder engine to the unprecedented power and limo luxury with fire-breathing performance. F-TYPE has created a vehicle with its own distinct character. The pairing of Jaguar’s all-aluminium two- performance in the form seat sports car with the advanced 300PS 2.0-litre of the 186mph XJR 575. turbocharged powertrain delivers Jaguar sports car DNA, with enhanced agility and improved efficiency and affordability. The new model retains the performance
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 22 ANNUAL REPORT 2017/18
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 23 ANNUAL REPORT 2017/18 Joining the PACE family this year is the E-PACE, Jaguar’s the launch of the all-electric I-PACE. Built on newly Left above feisty new cub. Demonstrating agility, precision and designed, bespoke architecture, the new Jaguar The powerful and effortless performance at its launch, the compact performance I-PACE is the ultimate all-electric performance SUV. Jaguar F-TYPE. SUV leapt into the Guinness World Records books with No other car on the market combines stunning design, a 15.3-metre-long jump and a 270-degree barrel roll. aerodynamic efficiency, zero tailpipe emissions and the Left below Jaguar’s newest SUV has now gained a five-star Euro driving characteristics only a Jaguar possesses. The bold The new all-electric NCAP rating, underlining the E-PACE’s safety credentials cab-forward design allows a spacious interior package, Jaguar I-PACE. to match its sports car looks and SUV practicality. matched to sports car performance. Two Jaguar Land Below Rover-designed electric motors deliver 400PS, all- The E-PACE is Since the first Jaguar car was produced in 1935 we have wheel-drive traction, 0–60mph in just 4.5 seconds Jaguar’s first pushed the boundaries of what is possible. The Jaguar and supreme agility. The 100kW DC charging can compact SUV. portfolio has moved the industry forward again with provide 0–80 per cent charge in just 40 minutes.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 24 ANNUAL REPORT 2017/18 L A N D R O V E R For 70 years, Land Rover has been known for its ‘go the new technologies, skills and services that mean anywhere’ spirit – designing vehicles with genuine we can aim higher, go further, make more of our world capability and composure at their heart. and go Above and Beyond. We believe in ambition with integrity: we care about what Over the last decade, the transformation of the Land we do as well as the way in which we do it. Land Rovers Rover brand has been truly remarkable. We have have a ‘can do’ attitude and deliver the best customer introduced an exciting new range of SUVs, each one experiences. Life shouldn’t be constrained by obstacles, showcasing a unique combination of design excellence no matter how big or small. We call this Land Rover’s inner and engineering integrity. strength. It gives our people the courage, confidence and pioneering spirit to embrace their challenges head-on, Our adventurous and versatile compact SUV, the Land with heart, determination and self-assurance. Rover Discovery Sport, is Land Rover’s fastest-selling vehicle, with more than 300,000 units sold globally since We will continue to create and innovate to retain our its introduction in 2014. The premium compact SUV offers enviable position as the world’s SUV brand of choice. It’s not unrivalled all-terrain capability, versatility for up to seven a responsibility we take lightly, but we are confident that we people, a premium interior and comprehensive choice of will succeed by staying true to who we are. We will invest in advanced Ingenium petrol and diesel engines.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 25 ANNUAL REPORT 2017/18 Left The sight of a seven-trailer truck being pulled by an SUV created in 2011. The Landmark Special Edition comes Pioneering luxury SUV, the Range sounds far-fetched – but that’s exactly what happened with Land Rover’s latest technology, including the Rover Evoque. when Land Rover put the 2018 Model Year Discovery optional 10-inch InControl Touch Pro system featuring to the ultimate towing test. Proving its award-winning apps such as Spotify and a 4G Wi-Fi hotspot. The Right above Land Rover Discovery, towing capability and position as the world’s best family Remote Premium app for smartphone and smartwatch the most versatile and SUV in even the most extreme conditions, the Land Rover lets owners check the fuel level, lock status and capable family SUV. Discovery pulled a 110-tonne, 100-metre-long road train location and even pre-heat or cool the cabin. on a 16km test route in the heat and dust of Australia’s Right below Northern Territory in September 2017. The Range Rover Evoque also now offers greater The Land Rover performance thanks to all-new Ingenium petrol Discovery Sport, combining Land To celebrate six years of Evoque success, Land Rover engines. The 290PS variant is the most powerful, announced a new Special Edition model. The Evoque most advanced engine yet offered in either model. Rover’s renowned off-road performance Landmark is available in a vibrant Moraine Blue colour Its 400Nm of torque enhances all-terrain capability capabilities and – inspired by the turquoise lakes of the Canadian Rocky and enables 0–60mph in as little as 6.0 seconds. luxury design. Mountains. Demand is still high for the pioneering luxury compact SUV, which delivers critically acclaimed design, desirability and all-terrain capability to the segment it
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 26 ANNUAL REPORT 2017/18
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 27 ANNUAL REPORT 2017/18 Joining the Range Rover family is the Velar, bringing unprecedented glamour, modernity and elegance. A vehicle with emotionally charged DNA and unquestionable pedigree, it’s the first of its kind. The beauty of the Range Rover Velar was recognised when it won the World Car Design of the Year title at the 2018 World Car Awards, voted for by the world’s leading motoring journalists. This midsize luxury SUV is now renowned as much for its safety as it is for design and technology, having been awarded the maximum five-star Euro NCAP rating for outstanding performance. Our 18 Model Year Range Rover and Range Rover Sport models take luxury travel to new heights, delivering enhanced refinement, luxury and all-terrain capability. The redesigned cabin delivers peerless refinement – whether travelling for business or pleasure. The front seats feature 24-way movement thanks to the new seat frames, with wider and deeper foam as well as heated armrests. In the rear a completely redesigned cabin and seating layout create a tranquil sanctuary with no compromise to the rear load space. The elegance of the interior has been elevated by the seamless integration of the most advanced Touch Pro Duo infotainment system, combining two high-definition 10-inch touchscreens on the centre console working in perfect harmony. Our legendary two range-topping Range Rovers have taken their next evolutionary step with the addition of plug-in hybrid (PHEV) electric models, providing sustainable luxury with new levels of efficiency and capability to complement their refinement and desirability. Thanks to the electrified powertrain, the The Range Rover Velar won Left Range Rover P400e and Range Rover Sport P400e The Range Rover Velar, offer our customers 31 miles of electric-only range, the World Car Design of winner of the 2018 and combined fuel economy and CO emissions of World Car Design of 2 the Year title at the 2018 the Year. up to 91.1mpg and as low as 72g/km. For the first time, customers choosing Land Rover’s flagship SUVs World Car Awards, voted Right above can experience zero-emissions driving. To prove the The Range Rover PHEV dynamic breadth of capability of this exceptional for by the world’s leading brings the benefits of new hybrid powertrain, a Range Rover Sport P400e electrification to the became the first SUV to ascend the famously motoring journalists. legendary capabilities of Range Rover. challenging 45°, 999-step staircase to Heaven’s Gate rock arch, in Tianmen, China. Right below The Range Rover Sport: class-leading performance combined with luxury and agility.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 28 ANNUAL REPORT 2017/18
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 29 ANNUAL REPORT 2017/18 J A G U A R L A N D R O V E R S P E C I A L O P E R AT I O N S Left top The XE SV Project 8 is Jaguar Land Rover Special Operations comprises two feature up to 20 Jaguar I-PACE eTROPHY race cars, the most powerful of the most exciting businesses in the automotive designed, engineered and built by the SVO team – road-legal Jaguar. industry: Special Vehicle Operations (SVO) and offering teams the chance to showcase driving Far left Jaguar Land Rover Classic. talent and electric performance, while competing Light-coloured leather on the world stage in zero-emissions motorsport. in the front contrasting Special Vehicle Operations with a darker shade for Jaguar Land Rover SVO showcases the highest Nearly 50 years ago, Land Rover created the the rear emphasises standards of performance, luxury and capability luxury SUV sector with the introduction of the that the Range Rover SV in cars that are truly special. Range Rover. Now it has defined a new genre with Coupé is a driver’s car. the world’s first full-size luxury SUV coupé: the Left middle The SVO-developed Jaguar XE SV Project 8 is limited-edition two-door Range Rover SV Coupé. The Range Rover SV now the world’s fastest four-door car, following An exemplar of Range Rover design, craftsmanship Coupé: an exclusive, a production-intent prototype’s record lap of the and capability, the SV Coupé features a seductive hand-built SUV coupé Nürburgring Nordschleife. body allied to the next generation of cabin luxury built and engineered by Land Rover Special and tranquillity – with the peerless all-terrain Vehicle Operations. The incredible time of 7 minutes 21.23 seconds is ability expected of Range Rover. nearly 11 seconds quicker than the previous fastest Left below sedan around the legendary 12.9-mile German circuit. The Range Rover Sentinel is one of the most With its 5.0-litre It positions the 600PS Project 8 ahead of some of extraordinary Range Rovers ever produced. It supercharged V8 the world’s fastest two-door coupés and supercars. has been expertly engineered by SVO to provide engine and top speed of 176mph, the F-PACE class-leading levels of protection to occupants Following the success of the Range Rover Sport SVR against extreme attack, while retaining the Range SVR is Jaguar’s ultimate performance SUV. and Jaguar F-TYPE SVR, the Jaguar F-PACE, renowned Rover’s luxury, refinement and off-road capability. as 2017 World Car of the Year, gets the bespoke Based on the standard-wheelbase Range Rover Below SVR treatment. The fastest and most powerful Autobiography, the Sentinel delivers the supreme The Jaguar I-PACE eTROPHY is the battery version of the F-PACE has an enhanced chassis and comfort associated with the world’s most desirable electric, zero-emissions aerodynamics for maximum driver reward in all SUV allied to outstanding occupant protection. international motor conditions. Its specially tuned 550PS supercharged Designed to withstand the most damaging and racing series supporting V8 engine offers a top speed of 176mph and targeted of threats, including penetration by the ABB FIA Formula E dispatches 0–60mph in just 4.1 seconds. 7.62mm high-velocity armour-piercing incendiary Championship – starting in late 2018. bullets, this exceptional vehicle delivers lateral In 2016, Jaguar became first premium car protection against up to 15kg trinitrotoluene manufacturer to join the ABB FIA Formula E (TNT) blasts and defence against DM51 grenade Championship. Now we’re making history again with explosions from both beneath the floor and above the world’s first ever international race series for a the roof. production battery electric vehicle. The series will Nearly 50 years ago Range Rover invented the luxury SUV. Now it has defined a new genre.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 30 ANNUAL REPORT 2017/18
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 31 ANNUAL REPORT 2017/18 Jaguar Land Rover Classic Jaguar Classic is restarting production of the iconic Left Jaguar Land Rover Classic’s mantra is ‘we future D-type race car, 62 years after the last example was Jaguar E-type Zero blends a 1968 original history’. The division, headquartered in Ryton, built in 1956. The first Jaguar D-type to be assembled with a state-of-the-art Coventry, UK, is dedicated to preserving and restoring by Jaguar Classic, an engineering prototype, made electric powertrain. our motoring heritage for future generations to enjoy its world debut at the Salon Retromobile, Paris, in and cherish. Jaguar Land Rover Classic is the official February 2018. Just 25 new examples of the D-type Above source of authentic cars, expert services, genuine parts will be meticulously hand-built at Jaguar Land Rover Jaguar Land Rover and unforgettable experiences for classic Jaguar and Classic Works in Ryton. In 1955 Jaguar planned to Classic increases its global footprint with Land Rover enthusiasts worldwide. build 100 D-types. Only 75 were completed and so Jaguar Classic is now fulfilling the Company’s original the opening of a brand-new Classic Centre In 2018, Jaguar Land Rover Classic accelerated its ambition by creating the remaining 25, which will be in Germany. expansion strategy with the opening of a brand-new period-correct sports cars. Classic Centre in Germany, the first facility of its kind outside the UK. The new 4,500m2 Jaguar Land Rover This year, Land Rover created a limited-edition, high-Classic Centre in Kettwig, Essen, follows the successful performance version of the iconic Defender. Up to 150 opening of Jaguar Land Rover Classic Works in the V8-powered examples will be specially selected and UK, offering owners and enthusiasts a wide range of re-engineered to celebrate the Land Rover marque’s authentic Jaguar and Land Rover classic cars, services, 70th anniversary year. Defender Works V8 is the most parts and experiences. powerful and fastest version that Land Rover has ever created. The 5.0-litre naturally aspirated petrol V8 Classic Works took the bold step to electrify the powertrain produces 405PS and 515Nm of torque (the past through the creation of the inventive Jaguar standard Defender delivered 122PS and 360Nm). The E-type Zero, featuring a fully electric powertrain. Defender Works V8 will accelerate from 0–60mph in Once famously acclaimed by Enzo Ferrari as “the 5.6 seconds, while top speed is increased to 106mph. most beautiful car in the world”, this special Jaguar E-type now combines breathtaking beauty with zero emissions. The Jaguar E-type Zero features The Jaguar E-type a cutting-edge electric powertrain enabling Zero now combines 0–62mph in just 5.5 seconds. It has a ‘real world’ range of 270km (170 miles), helped by its low breathtaking beauty weight and aerodynamics. In 2018, GQ named the with zero emissions. Jaguar E-type Zero the “best use of electricity since the lightbulb” at its Car of the Year event.
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32 JAGUAR LAND ROVER AUTOMOTIVE PLC ANNUAL REPORT 2017/18 STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 33 DELIVERING F O R T H E F U T U R E I N T H I S S E C T I O N Safer, smarter, cleaner technology 34 Why we put customers first 40 Leading in Environmental Innovation 42 Engaged and passionate people 44
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 34 ANNUAL REPORT 2017/18 Autonomous technology will improve safety, reduce congestion and allow more universal mobility Complete ultra-fast connectivity is coming quickly: over-the-air updates will reduce the need to visit a retailer
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 35 ANNUAL REPORT 2017/18 SMAR T E R , S A F E R , C L E A N E R T E C H N O LO GY Our customers’ lives are changing rapidly, driven by the UK Government-backed UK Autodrive and AutopleX Left above new technologies, new ownership models and high programmes enabling self-driving cars to ‘see’ at blind Future autonomous and connected technology expectations of personalised experiences. Premium junctions and through obstacles. will reduce traffic mobility is already at the core of our business and congestion and the advent of autonomy, connectivity, electrification We have also launched CORTEX, a £3.7 million improve safety. and shared mobility (ACES) won’t change this. We’re research project in collaboration with the University using these new enabling technologies to enhance the of Birmingham, to make the self-driving car viable Left below customer experience with a Jaguar or a Land Rover, in the widest range of on- and off-road conditions, The Jaguar I-PACE is the first Jaguar to getting to know our customers better and ensuring developing autonomous vehicles of the future with the their loyalty to our brands remains unquestionable. capability and performance that customers expect. provide software over-the-air – providing seamless updates. To succeed in smart mobility requires collaborative The knowledge we gain from our new partnership with effort. InMotion Ventures, Jaguar Land Rover’s venture Waymo, formerly the Google self-driving car project, capital arm, is creating value through mobility services will be critical to future plans. We are working with with a current portfolio of 13 equity investments and Waymo to design and engineer up to 20,000 self-three partnerships. driving Jaguar I-PACE vehicles. Increasingly, we are innovating from within, harnessing InMotion has invested into Voyage this year, a company the talents of our 12,000-strong global engineering that is operating autonomous ride-hailing services in a community. Take our Innovation Lab in Portland, geo-fenced area in Florida, US: a further opportunity to Oregon, US, which concentrates on incubating gain insight into how people will use self-driving cars. technologies that will change the way our customers move and how our cars are used. Experts estimate that by 2020 up to 30 billion devices around the world will be connected to a network. The Our goal is simple: to make cars safer, free up people’s car is no exception, and the pace of adoption and our valuable time and improve mobility for everyone. innovation in connectivity has accelerated. Connected and autonomous innovation Our cars already seamlessly connect with devices but In 2017, motorists in London spent an average of in the near future customers will benefit from ‘over-74 hours waiting in traffic – in a self-driving vehicle, the-air’ software updates to their cars and infotainment that time could be productive or relaxing. systems, reducing the need to visit retailers. This will be even faster when 5G connectivity is a reality. Our Autonomous and connected Jaguar Land Rover cars recently announced partnership with Qualcomm have already been tested on British roads this year, Technologies, a world leader in next-generation mobile trialling these technologies in real-world scenarios. We technologies, allows us to take maximum advantage of are also leading in several key collaborations, including ultra-fast connectivity and download speeds.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 36 ANNUAL REPORT 2017/18 Electrifying the future We believe the future is electric. But even in a battery- To enable future electrified models, we are now set on powered, autonomous future, customers will want cars a course to become a leading expert in developing and that are exciting to drive, refined and agile on the road. manufacturing vehicle battery technologies. The electric motor offers performance coupled with the luxury of silence. A real game changer for the industry, Our participation in the all-electric ABB FIA Formula E the electric Jaguar I-PACE now on sale gives us true Championship provides an ideal testing ground – covering competitive advantage. everything from charging times and battery life cycles to recycling techniques. This ‘race to road’ approach will help We are also seeing success with our new Range Rover speed up electric development. and Range Rover Sport PHEV models that blend battery electric power with our 300bhp 2.0-litre Ingenium petrol engine into a highly capable package that truly demonstrates sustainable luxury.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 37 ANNUAL REPORT 2017/18 Shared future Left Some cities are beginning to restrict private vehicles; services, including autonomous vehicles, and to The new all-electric I-PACE places Jaguar for example, Oslo in Norway will ban all vehicles from supply Lyft drivers with a fleet of Jaguar and Land at the forefront of 2019. We recognise that most of our customers want to Rover vehicles. the electric vehicle continue to own their cars, but people are increasingly revolution. seeking new ways to access vehicles outside of the InMotion has invested $3 million in US-based traditional ownership models and we are responding. self-driving taxi service Voyage to support the Right development of a global on-demand service, Our partnership with Voyage will make self- InMotion announced in June 2017 a $25 million so anyone can summon an autonomous vehicle (£19 million) investment in Lyft, the fastest-growing to their door and reach their destination safely. driving taxis a reality. rideshare company in the US. This investment is supporting Lyft’s expansion and technology plans. It is also providing Jaguar Land Rover’s InMotion Ventures with the opportunity to develop and test its mobility
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 38 ANNUAL REPORT 2017/18 Smarter manufacturing FLEXIBLE, MODULAR ARCHITECTURE Currently, we operate on multiple architectures. We are By 2020, most of our current vehicles and all of developing a robust, efficient and agile architecture strategy our future nameplates will be engineered from which meets the changing needs of customers and enables our advanced, flexible architecture. Customers us to continue creating products that customers will love, for buying any of our vehicles will be able to choose life, whether with efficient combustion engines, fully electric the powertrain system that suits them best. or plug-in hybrid options. ICE & MHEV PHEV BEV Our investment into MLA (modular longitudinal architecture) ICE EDU EDU will optimise commonality and reduce complexity, while managing costs as vehicle volumes increase. Solihull is now confirmed as a plant that will be upgraded to the new MLA architecture for the next-generation Range Battery Rover and Range Rover Sport. MLA will be fully flexible for car size, capability and powertrain. The architecture could also be used to work with hydrogen-powered options, future-proofing our business as we continue our research into the safest and cleanest propulsion systems. Battery ICE EDU Battery It isn’t just our cars undergoing radical transformations. We are equipping our advanced manufacturing facilities with the ICE – Internal Combustion Engine, MHEV – Mild Hybrid Electric next generation of technologies to improve productivity and Vehicle, EDU – Electric Drive Unit, PHEV – Plug-in Hybrid quality, while keeping employee health and wellbeing front Electric Vehicle, BEV – Battery Electric Vehicle and centre. At Tech Fest in September 2017, we announced our latest collaboration with Harvard University to explore how advances in wearable soft robotics and artificial muscle technologies can be used in our plants. Accelerating operator capability while reducing physical strain helps to create a quieter, safer and more efficient working environment. T R A N S F O R M E D C O ST ST R U C T U R E We are on a journey to ensure that our business is leaner and more agile. A data-driven approach to identifying, analysing and solving problems is improving our cost structure. Our team of expert data analysts model complex data to support operational decisions and help us accurately forecast demand and make production corrections quicker. Following trials, US retailers have started to implement Jaguar Land Rover methods of machine learning to systematically verify the accuracy of vehicle orders. This has resulted in a faster sales process and greater efficiency in the manufacturing process.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 39 ANNUAL REPORT 2017/18 Driving a cleaner future Whilst our future is electric, in the medium term the internal combustion engine will continue to be part of our journey. Engineered in the UK to give the best driving performance in all conditions, our family of Ingenium petrol and diesel engines delivers enhanced responsiveness and maximum fuel efficiency. Our latest EU6d diesels are among the cleanest in the world, with the highest technology aftertreatment available, and are vital to meet European CO2 targets. A new set of more demanding and representative European emissions and fuel consumption tests was rolled out in 2017, designed to better replicate real- world driving conditions. We have always invested in the best technology, creating our clean Ingenium petrol and diesel engines, which have been designed, engineered and tested to the toughest emissions standards. We fully support the introduction of even more rigorous emissions rules and are confident that our cars will meet the new tests. The Jaguar XF Sportbrake – delivering a sporting blend of design, dynamics and practicality.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 40 ANNUAL REPORT 2017/18 W H Y W E P U T C U S TO M E R S F I R S T Excellent customer service doesn’t just mean satisfying Focusing on the customer ensures every decision we customers, it means listening and responding to make is tailored with them in mind. That helps us behave continuously improve our offering. That is why we used in a way that delivers positive outcomes, every time. over 250,000 verbatim comments from customers, You don’t get an accurate picture of how customers distilling their thoughts down into five Customer First use their cars until you see how they interact with principles: Easy to Do Business With, Dependable, them. The closer our mind-set is to the customer, the Personalised, Make Me Feel Special and Transparent. closer we are to perceiving a new problem that our team These principles focus our attention: everything we do, can solve. This is how we develop new features and from each screw we turn to each mile we drive, must exciting products. be done with our customers at front of mind. That is why we recruit only the most talented people WHAT M AT T E R S TO O U R C U STO M E R S who understand the importance of customer service and At Jaguar Land Rover we strive for continuous can convey these principles throughout our business, improvement. In 2018, we are addressing continuing to create experiences customers love, for life. fundamental customer challenges that the business must overcome to succeed through our Customer Representing the voice of the customer First transformation plan under five strategic Our customer-focused innovation team uses feedback objectives: exceed quality expectations, deliver to understand what our customers want and develop on time, create value for us, create value for our ideas accordingly. We currently have 10 advisory boards, customers, and enable and use our people efficiently. bringing together customers from China, the United States and the UK who own the same type of vehicle. We have a laser focus on ever higher quality, keeping vehicle programmes on track and ensuring that we Meanwhile, we have strengthened our customer optimise resources to deliver an optimal experience insight processes to improve the quality and accuracy to even more customers. This plan is still in its infancy. of customer data, which is fed back into our engineering However, the goals are clear: offering products teams to find new and improved ways to meet our and services that our customers desire and always current and future buyers’ demands. striving to exceed customer expectations over time.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 41 ANNUAL REPORT 2017/18 Our mantra is to deliver experiences that customers will love for life. The global customer insight team uses direct feedback to improve products and services.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 42 ANNUAL REPORT 2017/18 L E A D I N G I N E N V I R O N M E N TA L I N N O VAT I O N Our vision To be a truly sustainable business, we consider both the decision to purchase 100 per cent Renewable Energy vehicles we produce and every aspect of the process that Guarantees of Origin (REGO)-backed electricity for our UK goes into manufacturing them. We are determined to plants and that, along with efficiency savings, contributed minimise our impact on the environment, our people and to a 74 per cent reduction in operating CO2 emissions per on the world’s precious raw materials. car built compared to 2007, while increasing the number of vehicles manufactured by 79 per cent. We are on track We are confident of meeting our challenging target to We compensate for the remaining, unavoidable emissions achieve a 45 per cent reduction in European fleet average through our CO2 offset programme, supporting projects tailpipe CO2 emissions by 2020, supported by the plug-in that provide safe water and clean-burning cook stoves to hybrid electric vehicle (PHEV) powertrains in our Range developing communities. Rover and Range Rover Sport SUVs and the Jaguar I-PACE, our first battery electric vehicle (BEV). We are proud to have achieved a 37 per cent reduction in our European ACHIEVEMENT S A N D L E A R N I N G S fleet average tailpipe CO2 emissions in just 10 years. Life cycle assessment (LCA) allows us to fully understand the environmental footprint of our vehicles Diesel technology today is the cleanest yet. NOx and and minimise our carbon footprint from initial product particulate emissions from Jaguar Land Rover diesels creation to vehicle end of life. The latest generation of are comparable to petrol, with 20 per cent lower cleaner powertrains, in combination with developments CO2 emissions. Our diesel vehicles have the highest like our closed-loop aluminium manufacturing process, technology diesel aftertreatment available, removing optimise every step of the journey. up to 99 per cent of all particulates and NOx emissions. The average energy required to build one of our vehicles Minimising the carbon footprint of our wider business is is now 43 per cent lower compared to 2007, down also a key objective. We have already reduced our global from 3.69MWh per car to 2.11MWh. Initiatives such as vehicle manufacturing operating CO2 by 46 per cent per the installation of LED lighting, improved use of building vehicle compared to 2007 by driving efficiencies and management systems and technology improvements in building our own renewable energy generating capacity. process equipment have been important drivers of this change, and the trend must continue if we are to power In the UK we are working towards carbon neutral our business into an exciting and sustainable future. manufacturing operations. In April 2016 we took the CO2 emissions for UK operations (tonnes) CO2 emissions for overseas manufacturing (tonnes) While we have reduced the quantity of CO2 released per vehicle manufactured, our global expansion to meet 380,362 additional vehicle demand has led to an overall CO2 increase. 364,325 We continually work to reduce this increase and decouple 337,370 increased production from environmental impact. Data is based on our operations in Solihull, Halewood, Castle Bromwich, Gaydon, Data is based on our Whitley and our Engine operations in China Manufacturing Centre. and Brazil. Data is based on the UK 75,692 83,897 grid conversion factor. Operational CO 2 Operational CO2 N/A performance includes performance includes purchased gas, F I SCA L F I SCA L FISCAL purchased gas F I SCA L F I SCA L F I SCA L electricity and steam*. 2 0 1 5 / 1 6 2 0 1 6 / 1 7 2 0 1 7 / 1 8 and electricity. 2 0 1 5 / 1 6 2 0 1 6 / 1 7 2 0 1 7 / 1 8 (*Steam only in China.)
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 43 ANNUAL REPORT 2017/18 The all-electric Jaguar I-PACE and the Range Rover P400e plug-in hybrid.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 44 ANNUAL REPORT 2017/18 ENG A G E D A N D PA S S I O N AT E P E O P L E Our business is driven by passionate people who design, develop and manufacture cars that our customers love. INSP I R I N G TO M O R R O W ’ S E N G I N E E R S More than 350,000 schoolchildren participated in our There is a growing demand for digital and electrical ‘Inspiring Tomorrow’s Engineers’ programme in 2017. skills across engineering and high-value manufacturing. This provided interactive learning, team challenges and Development of these skills to fulfil our growth ambitions educational visits aimed at capturing and encouraging requires research-led training, with governments, academia an active and ongoing interest in engineering. By 2020 and cross-sector industries working in partnership. the programme will have engaged with two million young people, nurturing talent for our business and We believe that Jaguar Land Rover is in a unique position the wider automotive industry. to answer the industry’s insatiable call for a wide range of skills. We are investing more than £100 million per year in In addition, around 5,000 employees donate the Jaguar Land Rover Academy, offering lifelong learning 100,000 hours annually to support Jaguar Land for employees. Around a quarter of employees are actively Rover’s science, technology, engineering and maths working towards a formal academic or professional (STEM) education programmes in schools. qualification at all levels from apprenticeship to doctorate. We have also upskilled 7,000 engineers with Master’slevel education since 2010. I was invited to come in and talk about my new job. It completely blew me away that I didn’t have to fill out any What makes Jaguar Land Rover’s skills programme application forms.” different is the breadth of institutions with which we partner. We use 10 universities, including Warwick, Daniel left school at 16 and was working at a local quarry. Cambridge and York, to deliver different specialisms. His coding and software skills are completely self-taught These technically accredited links into academia are from an early interest in playing computer games at home supported by over 100 PhD projects at any one time. with his older brother. Automotive apprenticeships Conducting business with integrity Jaguar Land Rover is the largest provider of automotive Alongside their passion for what they do, our people are apprenticeships in the UK. Over the last six years, we committed to conducting business fairly and honestly, in have invested £186.5 million in young people through line with Jaguar Land Rover’s Code of Conduct. We expect our apprenticeship programme. the highest level of ethical behaviour when interacting with customers, retailers, suppliers, government agencies, A digital call for the world’s brightest and best communities and each other. To inspire and attract a diverse range of talent, we are investing in innovative recruitment strategies. Our human rights policy sets out our commitment to respect and comply with all relevant laws, rules and We found 15 new engineers through Tech Quest, an regulations in the territories in which we operate. These online game that tests abilities through puzzles and include provisions addressing slavery, human trafficking, coding challenges. Five per cent of our September forced labour, child labour and upholding each employee’s 2017 apprentices were recruited through our Gorillaz right to freedom of association. programme. This was an app-based code-breaking challenge with the best-performing candidates fast- We have refreshed our assessment of slavery and human tracked through the recruitment process. trafficking risks within our operations and we continue to deem the risk to be low. During the year ended Breaking the Gorillaz code 31 March 2017, we obtained assurances from key Daniel Dunkley, a 23-year-old from Gloucester, UK, was providers of agency staff with regard to their own the first successful codebreaker to join Jaguar Land commitments to respecting human rights. Rover: “I read about the coding challenge set by Jaguar Land Rover and Gorillaz on BBC News and decided to Jaguar Land Rover’s Code of Conduct and human rights have a go. We did the interview by Google Hangouts, then policy, as well as our slavery and human trafficking
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 45 ANNUAL REPORT 2017/18 statement for the year ended 31 March 2017, can be grades in the same period. In 2017, we recruited Above found at www.jaguarlandrover.com. more women than men (55 per cent female) onto our Innovative recruitment methods included Advanced Apprentice programme. partnering with virtual Gender pay gap band Gorillaz. We are changing the conversation and reaching out to We are committed to both equality and encouraging millions of young women to attract them to a career a diverse workforce. in the automotive industry. That means making the generational and social changes needed to ensure the gender pay gap is closing. The gender pay gap is a CLO S I N G T H E G A P measure of the percentage difference in the average Mean pay gap hourly pay or bonus of men and women working for The mean pay gap tells Jaguar Land Rover. The figures take no account of their role in the organisation, length of service or any us the difference in the 4.5% other differentiating factor. While we have a long way average hourly pay rate for men and women. to go before we reach the levels of equality we seek, the published and independently audited gender pay Median pay gap gap, under five per cent for our UK-based employees, The median pay gap is suggests we are on the right path. the difference in the hourly 3.8% pay rate between the With fewer women than men in senior roles and a pay of the middle female majority of men in production operations in our factories, employee and the pay of the gender pay gap can be hard to close. Traditionally, the middle male employee lower numbers of women coming into the industry have when male and female made this even harder. Things are changing for the better. employees are listed in order of hourly pay rate. There has been a 24 per cent increase in the proportion of women in our workforce since 2014 and a 21 per cent increase in the proportion of women in our management
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46 JAGUAR LAND ROVER AUTOMOTIVE PLC ANNUAL REPORT 2017/18 STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 47 VALU E B E YO N D I N T H I S S E C T I O N Introduction 48 O U R B O U N DA R I E S Driving to Destination Zero 50 Innovation in electrification comes from within 52 Closing the loop 54 Redressing the balance 56 Jaguar Land Rover: a global community partner 58 Technology for good: what3words 60 Land Rover and Red Cross: a partnership 62 built on trust Better representation of women in engineering 64
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 48 ANNUAL REPORT 2017/18 INTRODUCTION Today, at Jaguar Land Rover, we offer the most varied, This is a philosophy we share with Tata. The Group’s sophisticated and sustainable portfolio in our history. founder, Jamsetji Tata, said: “In a free enterprise, the Sustainable in our impact on the environment, on community is not just another stakeholder in business global communities and in our use of the world’s but is in fact the very purpose of its existence.” precious resources. Combining the talent of our people with our market-Every product and service we create comes under our leading technologies can deliver real change. intense scrutiny. We close the loop at every opportunity, to improve efficiency, minimise our impacts and maximise In Fiscal 2017/18, our employees committed over productivity. We are committed to hunting down and 70,000 hours through our Volunteer Changemakers reducing single-use plastics across the business, and we programme, supporting a diverse range of charity consider the effective use of natural resources in every partners. Twenty-two per cent of these hours facet of our operations. specifically supported our Technology for Good projects. We will continue to invest over-proportionally in our This year Jaguar Land Rover supported over 1.2 million people, products and new technologies to ensure we people through our projects, volunteering hours and gifts contribute to a better society and cleaner environment. in kind totalling over £10.5 million. Our 43,000 employees depend on us along with a further 240,000 people in our wider business ecosystem. NOT S I M P LY ‘A P L AC E TO W O R K ’ Social impact is more than simply a product of what we do. It is a determining factor in how we do it. Our licence to operate depends upon our lasting and positive impact.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 49 ANNUAL REPORT 2017/18 Engaged and passionate people HNOLO Products with C G Volunteer E Y purpose T changemakers D W N I T A H T N H E E LA R A T T Equal and diverse Education workforce pathways Resilient communities The Land Rover Discovery navigated over 1,800 kilometres through desert and jungle terrain during the 2017 Land Rover Experience Tour in Peru.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 50 ANNUAL REPORT 2017/18
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 51 ANNUAL REPORT 2017/18 D R I V I N G TO D E S T I N AT I O N Z E R O Decarbonisation, air quality, digitalisation, connectivity, automation and globalisation. These are the factors driving an industrial revolution bigger, faster and more impactful than the last. Amid these changes we see endless opportunities for innovation and for improvement in the lives of communities all over the world. Destination Zero is our ultimate goal – an ambition for cleaner, safer and more efficient cars of the future that achieve 100 per cent safety, zero emissions, zero congestion and long-term sustainable growth. At Jaguar Land Rover, we are creating a connected, electrified and rejuvenated environment for our people, and this is helping to define the positive impact we can make around our plants and facilities – through employment, education, infrastructure and community. Innovation is the lifeblood of sustainable growth but Destination Zero cannot be achieved by Jaguar Land Rover alone. So, we have forged strong links with academia, the UK Government and other industry sectors. Coventry and Warwickshire, where Jaguar Land Rover is headquartered, is already the home of our autonomous driving trials, an opportunity to pilot new mobility models in our local community; models which will bring social and public health benefits in the future. We are a lead partner in the £150 million National Automotive Innovation Centre (NAIC) venture which will open at the University of Warwick later this year. A state-of-the-art research and collaboration hub for emerging automotive technologies, the NAIC will develop the talent and skills needed for the future of UK automotive. The region will also be the location of the £80 million UK Battery Industrialisation Centre, a test-bed for learning, design, development and manufacture of next-generation battery technologies for electric vehicles and broader applications. The Jaguar I-PACE is a ground-breaking electric vehicle with rapid charging from 0–80 per cent in 40 minutes.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 52 ANNUAL REPORT 2017/18 INNO VAT I O N I N E L E C T R I F I C AT I O N C O M E S F R O M W I T H I N
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 53 ANNUAL REPORT 2017/18 Jaguar Land Rover is now reaping the rewards of a long-term investment strategy in education. Our market-leading innovation comes from within, often from people who have learned, grown and developed with us and who are now repaying the business through their engineering ingenuity and use of creative future technologies. Dr Alex Michaelides, Senior Technical Specialist in electric machines and power electronics, has devoted his life’s work to e-machines and is proof that some of the most innovative e-mobility ideas are coming straight out of Jaguar Land Rover. “In 2013 I began working on Evoque E, a practical research and development project looking at the future of electric motors. The developments and ideas we had soon became the basis for the Jaguar I-PACE. We knew what our competitors were doing at the time, but my small team and I saw the potential for another way – a permanent magnet-assisted reluctance motor. The force in this kind of motor doesn’t just come from magnetic pull but from the reluctance in the magnetic circuit too. “The goal for us – and what we’ve been able to pioneer and patent – was an ingenious efficient arrangement for the magnetic path and the reluctance path. That takes quite a bit of time and optimisation.” Alex’s work helped Jaguar Land Rover develop a motor that generates 60 per cent of its torque from reluctance and 40 per cent from magnets, resulting in an efficiency rating for the motor of nearly 97 per cent. And yet he is determined to find even more efficiencies: “For every extra half percentage point we improve, it’s money saved for the customer.” The Jaguar I-PACE delivers sustainable sports car performance, next-generation artificial intelligence (AI) technology and five-seat SUV practicality.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 54 ANNUAL REPORT 2017/18 CLO S I N G T H E LO O P With the pressure on our natural resources growing, each car. REALITY (Recycled Aluminium through Innovative extracting the maximum possible value from every Technology), a £2 million research project in partnership process and material is paramount. That means with Innovate UK, demonstrates Jaguar Land Rover’s challenging ourselves on anything that delivers commitment to the practical application of sustainability. value to our business and our customers only once. The learnings from REALITY will help Jaguar Land Rover We have to ask what is the second- or even third-life understand how it can use post-consumer aluminium in its opportunity for that material or product? We strive to vehicles, giving a high-value second life to a valuable drive value back into society through efficient, ethical natural resource. and smart practice. Charged with a new responsibility By closing the loop on legacy ‘take-make-waste’ linear With the increasing global demand for both battery and processes, we are driving a circular economy culture plug-in hybrid electric vehicles, a new industry is evolving. within Jaguar Land Rover. Jaguar Land Rover is working to become a world leader in electrification. With this comes a responsibility to influence Value created at every turn the material management in supply and development, Examining tailpipe emissions in isolation for any vehicle how batteries are used and ultimately what may become doesn’t tell the whole story. Life cycle assessment of them at the end of their useful life in the vehicle. (LCA) presents an overall environmental footprint for our vehicles – reflecting the combined benefit of our The all-electric Jaguar I-PACE’s 90kWh battery is made optimised powertrains and our responsible approach up of high energy density lithium-ion pouch cells. Its to material use in construction. design and state-of-the-art thermal management system supports longevity and periods of sustained maximum Closed-loop processes enable up to 50 per cent post- power. The battery comes with an eight-year/100,000-mile industrial recycled aluminium to be used in car bodies, (160,000km) warranty, but we are already working on reducing the use of natural resources required to build second-life applications for these battery packs.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 55 ANNUAL REPORT 2017/18 Jaguar Land Rover and Warwick Manufacturing Group contour the fine details of every panel. But beneath those Opposite have teamed up with Connected Energy, a business layers of clay, blocks of polyurethane foam are needed From ‘Waste to Wave’: Jaguar Land pioneering integrated energy storage, to enable second- to provide the base support structure for these life-sized Rover launches life battery usage to store and supply energy to our sites. design creations. surfboard made from recycled plastic. Imagine the possibilities of increased energy storage to The first step is to minimise the waste in the first place. maximise the benefit of our already leading photovoltaic This is where our virtual capabilities can be useful, pushing Below solar system fitted to Jaguar Land Rover’s Engine more models into the digital rather than the physical For 70 years Land Rover has Manufacturing Centre in Wolverhampton. realm. For the models we do need to build, we need to break them down and reuse the waste correctly. transported people across the world’s Maximum efficiency through reducing waste: from toughest terrain, ‘Waste to Wave’ The cut-off blocks can be reused either within the but it is now making We recycle or reuse 99 per cent of all non-metal waste business or at Jaguar Land Rover’s education and business its first foray into the ocean with the from our UK manufacturing process. However, our aim partnership centres. However, that still leaves some waste is always to prevent the wasteful use of resources in and to deal with that, a new pilot circular economy model ‘Waste to Wave’ surfboard, created the first instance. has been introduced. using recycled plastic derived from early Showcasing the passion and potential of a zero waste, Jaguar Land Rover has now teamed up with pioneering clay design models. circular economy approach, we have revolutionised the surfboard manufacturer Skunkworks, based in Northern disposal of polyurethane. An essential part of the Ireland, to produce surfboards made entirely from our design process for any new car is the review and remaining recycled polyurethane waste. refinement of the shape in 1:1 scale. To create truly desirable vehicles, Jaguar Land Rover employs the craft of skilled clay modellers to shape and
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 56 ANNUAL REPORT 2017/18 REDRESSING T H E B A L A N C E New infrastructure plays an important part in our growth but can be disruptive to the natural environment. That’s why Jaguar Land Rover is committed to a sustainable growth strategy. This means taking our responsibilities seriously and acting ethically towards the environment and our communities as we expand our physical footprint. We do this by proactively balancing the risks and opportunities associated with biodiversity, protected species and habitats, both within our sites and across the wider landscape. One of our newest facilities is Fen End, in the West Midlands, UK, housing all our Special Vehicle Operations (SVO) engineers. Sustainability and Environmental Specialist Robert Nussey explains what’s different about Fen End: “This site has a unique history, formerly as an RAF base and then later used for car testing. It is valuable due to its natural diversity and semi-rural setting. The project team worked hard to incorporate the landscaping as an integral part of the new facility and test track design. This not only minimised impact to sensitive ecological areas, such as ponds and woodland, but allowed for the creation of high-value habitat features, such as species-rich wildflower grasslands and new ponds for amphibians and reptiles. Also, we listened to the concerns of local residents around disruption from construction activities. Excavated soil was reused within the site to avoid being sent to landfill and reduce HGV traffic on the roads. Overall, the project saved £350,000 by compensating for biodiversity losses within the site boundary. “In spite of existing nature protection policies and laws that give protection to conservation priority species, the UK’s wildlife continues to decline. Biodiversity is critical to support the production of raw materials and contributes to the UK’s economy and people’s wellbeing.” Jaguar Land Rover recognises that adopting a net positive impact – as a companywide commitment, project target or even aspirational goal – makes sound business sense as it supports long-term business value. As we expand globally, we are instilling a world-class philosophy in everything we aim for. The Fen End SVO Engineering HQ and our new Slovakian manufacturing plant are aiming for BREEAM accreditation, a globally recognised standard which we commit to in many of our new facilities around the world. Our Brazil manufacturing facility is accredited to Leadership in Energy and Environmental Design (LEED) Gold, another globally recognised green building standard. Attaining these standards supports our commitment to being efficient in our processes and resource use, and being a company that people want to work for.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 57 ANNUAL REPORT 2017/18 Jaguar Land Rover’s sustainable infrastructure policy requires that new buildings are assessed, designed and built with sustainability at their core. The Fen End facility has been future-proofed to ensure the lowest possible utility operating costs, resilience to climatic conditions, and to provide a workplace offering improved wellbeing. ENER GY P E R F O R M A N C E C E R T I F I C AT E A The Fen End facility is more efficient than national building requirements. Photovoltaic (PV) panels and natural roof lighting incorporated into the design minimise energy requirements, with a focus on sustainability. R E S P O N S I B L E S O U R C I N G 35 per cent of the materials used for the construction of the Fen End facility were from recognised highly responsible manufacturers (BES 6001 Very Good, Forestry Stewardship Council (FSC)). B R E E A M V E RY G O O D The new facility is on track to reach its target of BREEAM Very Good. This represents the top 25 per cent of UK non-domestic new building demonstrating advanced good practice within its design and construction. RES OUR C E E F F I C I E N CY 90 per cent of construction waste recycled. Over 78,000m3 of soil was reused during the construction of the new building and the associated landscaping. B I O D I V E R S I T Y We delivered a net gain in biodiversity through: Left The Special Vehicle Creation of 8.5 hectares of new high-value habitat Operations Engineering Improving around 8 hectares of existing habitat, including HQ in Fen End, UK, Runway Community Woodland opened in 2017. It has on the site. been designed and built Planting over 38,000 trees with sustainability at its core, with special consideration for the surrounding environment.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 58 ANNUAL REPORT 2017/18 J A GUAR To make a positive social impact, we believe you need to think big and small. L A N D R O V E R : We have combined the talents of our workforce with Jaguar Land A G LO B A L Rover’s latest technology in a network of interlinked projects around the world. These come in all shapes and sizes, from global projects C O M M U N I T Y benefiting millions to local initiatives helping small communities around our facilities. In the last five years, Jaguar Land Rover has PA R T N E R delivered 40 global social impact projects. Dream big in China Since it was established jointly by Jaguar Land Rover and the China Soong Ching Ling Foundation (CSCLF) in May 2014, the Jaguar Land Rover China Children and Youth Dream Fund has invested RMB 50 million (over £5.6 million) in projects to improve the health and wellbeing of young people in China. As of 2018, 254,000 children and young people have benefited from Dream Fund programmes, which have been enabled by the inherent capability and technology in Land Rover vehicles. In Dream Fund phase two, we will invest another RMB 30 million (£3.4 million) over the next three years.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 59 ANNUAL REPORT 2017/18 The Journey for Vision project has already provided vital eye care to The latest innovative programme is the Jaguar Land Rover Road over 160,000 children across remote areas of China. Many of these Safety Experience Centre, which opened in Beijing in March 2018. children were living with serious eye conditions that otherwise could The facility provides a fun environment for children to learn about have been left untreated. Land Rover’s capability has enabled these road safety through interactive and immersive experiences using initiatives to go beyond the road’s end to access remote communities. cutting-edge technologies. LOC A L P R O D U C E : H E A LT H Y F O O D F O R T H O S E I N N E E D Smaller scale, localised projects can still have a big impact on Jaguar Land Rover communities. In the last year, more than 1.3 million people in the UK have visited a food bank. Through an employee volunteering initiative run from our flagship manufacturing plant in Solihull, West Midlands, Jaguar Land Rover is working with social enterprise Gro-Organic to provide fresh food to people in need. As part of the initiative, our employees took over a disused allotment plot close to our plant, completely transforming it to grow fruit and vegetables for people who need them. Not only do the volunteers learn a new skill set, but the allotment has also become an asset to local schools and community groups, supporting education on sustainability, healthy eating and exercise.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 60 ANNUAL REPORT 2017/18 TE CHNOLOGY This year Jaguar Land Rover has become what3words’ exclusive automotive F O R G O O D : humanitarian partner. The British technology company what3words has addressed the W H AT 3 W O R D S world with a grid of 57 trillion 3m x 3m squares. Each square is assigned a unique three-word address. These short, memorable addresses are a new and easy way to talk about location, and to put remote and developing communities ‘on the map’ where no formal addressing system exists.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 61 ANNUAL REPORT 2017/18 The partnership launched with an activity on the Isle of Mull, Scotland, that involved a team of Land Rover volunteers using a fleet of Land Rover vehicles to deliver three-word address plaques to every property on the island. The initiative was to make remote-living patients easier to find much more quickly and accurately, improving both routine health care and potentially life-saving emergency response times. A fleet of Land Rover vehicles delivered unique three-word address plaques from what3words to 2,000 properties on the Isle of Mull, Scotland.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 62 ANNUAL REPORT 2017/18 L A N D R O V E R Land Rover has been a supporter of the Red Cross and Red Crescent Movement for more than 60 years. The A N D R E D C R O S S : partnership began in 1954 when Land Rover donated a specially adapted Defender to the Movement to act as A PA R T N E R S H I P a medical dispensary to travellers in the deserts of the United Arab Emirates. Since then we have supported more B U I LT O N T R U S T than a million vulnerable people in some of the world’s hardest-to-reach places. Today, Jaguar Land Rover’s support extends across 18 projects enabled by volunteers, expertise and vehicles in 25 countries. These projects have helped rebuild communities, provided water and sanitation facilities and supported health and social care for older people. The Streets of Solidarity Italy has a population of almost 60 million people, up to five million of whom live under the poverty line. More than 50,000 of these make up the ‘invisible’ community of people who regularly sleep on the streets at night.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 63 ANNUAL REPORT 2017/18 Over 10 million miles covered since 2013 1,017,894 beneficiaries since 2013 127 Land Rovers since 2013 780 Jaguar Land Rover volunteer hours in Fiscal 2017/18 £9,869,550 raised in fundraising, sponsorship and gifts in kind since 2013 The Streets of Solidarity project was launched by the Left Italian Red Cross in Milan in 2001. Today it is active in A Red Cross volunteer taking a food bag to the homeless. Every five other cities – Rome, Turin, Naples, Florence and night hundreds of homeless Palermo – and it supports the activities of more than receive food and tea from the 60 local committees. Red Cross volunteers. The main aims are to alleviate homelessness and help Right above change lives, through volunteers who respect and bond From October 2017 to March 2018 the Italian Red Cross volunteers with the homeless community. helped more than 2,000 people living on the streets, providing them with Land Rover vehicles are used to assist with the distribution medical and psychological support of blankets and food, as well as to supply medical and as well as blankets, food and drink. psychological support. Success can be as simple as Right below making someone’s night more comfortable, but it is also More than 500 volunteers are derived from social inclusion and the integration of people involved in the activities of the Italian back into society – providing them with a new way of life Red Cross ‘Street Units’. and a sense of belonging.
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JAGUAR LAND ROVER AUTOMOTIVE PLCSTRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 64 ANNUAL REPORT 2017/18 BETTERR E P R E S E N TAT I O N O F W O M E N I N E N G I N E E R I N G On International Women’s Day 2017 Jaguar Land Rover and Getty Images partnered to highlight the need for a more realistic visual representation of female engineers. More people than ever are searching for images of women in STEM careers, yet results are often outdated and don’t reflect today’s exciting and varied roles. The partnership aimed to change that by releasing images that show women in a variety of roles from aerodynamics to cyberand audio engineering
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 65 ANNUAL REPORT 2017/18
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66 JAGUAR LAND ROVER AUTOMOTIVE PLC ANNUAL REPORT 2017/18 STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 67 GLOBAL I N T H I S S E C T I O N Driving global growth 68 G R OW T H A N D Global sales 70 Financial review 72 Chief Financial Officer’s statement 72 F I N A N C I A L Financial performance 73 P E R F O R M A N C E
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 68 ANNUAL REPORT 2017/18 D R I V I N G G LO B A L G R O W T H We take pride in being a truly international company, Installation of manufacturing technologies in Nitra trading and manufacturing across the world, but our heart continues to reaffirm Jaguar Land Rover as a leader and soul remain firmly in the UK. in the development of lightweight technologies in the automotive sector. For the third consecutive year, we’ve confirmed our position as Britain’s largest automotive manufacturer, In response to growing demand for our vehicles in China, for both vehicles and engines. It is through focused, in July 2017 we opened our Chinese engine plant as part continuous investment that we are creating the most of an RMB 10.9 billion joint venture with Chery Jaguar Land advanced and efficient operational environments across Rover Automotive Company Ltd. The facility incorporates all our sites globally. the latest cutting-edge engine manufacturing technologies from Jaguar Land Rover to deliver the new Ingenium petrol With construction almost complete, our 300,000m² engine to our Chinese customers. manufacturing site in Nitra, Slovakia offers us the additional capacity necessary to further increase our Mirroring its sister plant in the UK, the Chinese engine facility product range. The £1 billion investment will produce includes both machining and assembly halls to manufacture a true factory of the future. It will feature dynamic the most advanced engines we have ever produced – manufacturing technologies, including Kuka’s Pulse carrier supporting our global strategy to reduce emissions and system, which is 30 per cent faster than conventional improve fuel efficiency – all without compromise for our conveyance systems.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 69 ANNUAL REPORT 2017/18 customers. At more than 50,000m2, the new world-class excellence for software engineering. Shannon will act as a Below facility contains a fully flexible production line. research hub supporting our Gaydon pioneering hub and Our new North American HQ includes will strengthen our international engineering capabilities as product research and Our Gaydon facilities in Warwickshire, UK, the we pioneer autonomous and electrification technologies training facilities. headquarters for all engineering research and for future Jaguar and Land Rover vehicles. development, are midway through a £450 million expansion to create a pioneering hub for Jaguar Land We’ve also underpinned our commitment to the United Rover’s next-generation design and engineering activities. States, one of our biggest markets, with an expanded The hub is supported by a number of ‘spokes’, centres new North American headquarters in Mahwah, New of engineering excellence located in key markets where Jersey. The US$30 million investment includes creation we can access the skills in short supply: robotics, data of a 147,000 sq ft state-of-the-art facility. Technology analytics, electrical engineering software and artificial and skills development were at the forefront of the intelligence. All of these are critical to the progression building design, to enable greater collaborative of Jaguar Land Rover’s technology ambitions. working and housing bespoke facilities for training and product research. We have this year announced the next spoke, a new software centre in Shannon, Republic of Ireland, harnessing the talent in what is a globally recognised centre of
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 70 ANNUAL REPORT 2017/18 GLOBAL S A L E S RETA I L S A L E S BY R E G I O N 1 Jaguar Land Rover retail sales were 614,309 vehicles in Fiscal Despite new model launches and continuing solid sales of F-PACE, 2017/18, up 1.7 per cent year on year. retail sales were down year on year in the UK, reflecting the weaker market cycle as well as ongoing uncertainty around Brexit and diesel. Retail sales volumes were up 19.9 per cent year on year in China, Similarly, in Europe retail sales were down compared to last year as the 4.7 per cent in North America and 3.4 per cent in Overseas introduction of the Range Rover Velar, Jaguar E-PACE and the all-new markets. For the UK and Europe, volumes were down 12.8 per Land Rover Discovery were not sufficient to compensate for lower cent and 5.3 per cent respectively. sales of other models. Sales performance in the year primarily reflected the introduction Total retail sales from our China joint venture were 87,774 vehicles in of new models, including the all-new Land Rover Discovery, the Fiscal 2017/18, up 35.0 per cent year on year, led by increased sales Range Rover Velar and the Jaguar E-PACE, which went on sale in all of the long-wheelbase Jaguar XFL and continued solid demand for markets except China, where it will be launched from our joint venture Discovery Sport and Evoque. The introduction of the long-wheelbase later in 2018. However, sales were impacted by diesel uncertainty in Jaguar XEL in December also contributed to the increased sales Europe and the UK as well as the model year changeover of Range volumes from our China joint venture. Rover and Range Rover Sport in the second half of Fiscal 2018. 614,309 In addition to new models introduced during the year, retail sales were buoyed by higher volumes of the long-wheelbase Jaguar XFL, cars sold in Fiscal 2017/18 F-PACE, Discovery Sport and Evoque in China. Similarly, new models and the ongoing demand for F-PACE led to incremental sales in North 1.7% America and in Overseas markets. increase year on year Europe China UK North America Overseas REGION RETAIL SALES BY REGION FY 2017/18 / 133,592 FY 2017/18 / 150,116 FY 2017/18 / 108,759 FY 2017/18 / 129,319 FY 2017/18 / 92,523 FY 2016/17 / 141,043 FY 2016/17 / 125,207 FY 2016/17 / 124,755 FY 2016/17 / 123,527 FY 2016/17 / 89,477 YEAR-ON-YEAR CHANGE 5.3% 19.9% 12.8% 4.7% 3.4% PROPORTION OF RETAIL SALES BY REGION 21.7% 24.4% 17.7% 21.1% 15.1% 1 Jaguar Land Rover retail sales represent vehicle sales made by dealers to end customers and include the sale of vehicles produced from our Chinese joint venture, Chery Jaguar Land Rover Automotive Company Ltd. Wholesales represent vehicle sales made to dealers. The Group recognises revenue on wholesales. (See note 3 of the financial statements on page 122.)
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 71 ANNUAL REPORT 2017/18 RETA I L S A L E S BY B R A N D Retail sales growth in Fiscal 2017/18 was led by the introduction of Land Rover retail sales increased 2.0 per cent year on year to the award-winning Range Rover Velar, Jaguar E-PACE and the all-new 439,749 units in Fiscal 2017/18, as the introduction of the Land Rover Discovery, as well as continued solid demand for the long- Range Rover Velar and the all-new Discovery more than offset wheelbase Jaguar XFL in China and the award-winning Jaguar F-PACE. lower sales of the Evoque and Discovery Sport. Jaguar retail volumes were 174,560 vehicles in Fiscal 2017/18, up Sales of Range Rover and Range Rover Sport were less due to the 1.0 per cent year on year. This increase is reflective of the introduction model year changeover ahead of the launch of the new refreshed of the Jaguar E-PACE as well as continuing solid sales of the F-PACE models (including plug-in hybrid variants) at the end of 2017. and the long-wheelbase XFL in China, offset by lower sales of the XE, XJ and F-TYPE. 174,560 439,749 ( F I SCA L 2 0 1 6 / 1 7 / 1 7 2 , 8 4 8 ) ( F I SCA L 2 0 1 6 / 1 7 / 4 3 1 , 1 6 1 ) 1.0% 2.0% XE XF RANGE ROVER RANGE ROVER SPORT F Y 2 0 1 7 / 1 8 / 3 2 , 8 2 5 F Y 2 0 1 7 / 1 8 / 4 0 , 9 0 7 F Y 2 0 1 7 / 1 8 / 5 3 , 5 0 9 F Y 2 0 1 7 / 1 8 / 7 6 , 1 2 1 F Y 2 0 1 6 / 1 7 / 4 5 , 4 6 9 F Y 2 0 1 6 / 1 7 / 3 7 , 1 5 7 F Y 2 0 1 6 / 1 7 / 5 7 , 4 8 0 F Y 2 0 1 6 / 1 7 / 8 9 , 7 4 6 27.8% 10.1% 6.9% 15.2% XJ F-T YPE RANGE ROVER VEL AR RANGE ROVER EVOQUE F Y 2 0 1 7 / 1 8 / 9 , 1 3 6 F Y 2 0 1 7 / 1 8 / 9 , 8 8 2 F Y 2 0 1 7 / 1 8 / 4 6 , 0 3 6 F Y 2 0 1 7 / 1 8 / 9 8 , 5 0 1 F Y 2 0 1 6 / 1 7 / 1 1 , 4 8 9 F Y 2 0 1 6 / 1 7 / 1 0 , 7 7 7 F Y 2 0 1 6 / 1 7 / N A F Y 2 0 1 6 / 1 7 / 1 1 4 , 3 7 3 New model this year 20.5% 8.3% 13.9% E-PACE F-PACE DISCOVERY DISCOVERY SPORT F Y 2 0 1 7 / 1 8 / 9 , 0 9 1 F Y 2 0 1 7 / 1 8 / 7 2 , 7 1 9 F Y 2 0 1 7 / 1 8 / 4 6 , 4 7 2 F Y 2 0 1 7 / 1 8 / 1 1 9 , 1 0 5 F Y 2 0 1 6 / 1 7 / N A F Y 2 0 1 6 / 1 7 / 6 7 , 9 5 5 F Y 2 0 1 6 / 1 7 / 4 2 , 0 2 3 F Y 2 0 1 6 / 1 7 / 1 2 6 , 1 5 2 New model this year 7.0% 10.6% 5.6% Note: Sales of discontinued models (Jaguar XK, Land Rover Defender and Freelander) are excluded from the above.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 72 ANNUAL REPORT 2017/18 FINANCIAL R E V I E W C OH F F I E I C F E FRI N ’ SA S NTAT C I AELM E N T Record retail sales of 614,309 units and revenue of liquidity was £6.6 billion including a £1.9 billion undrawn £25.8 billion in Fiscal 2017/18 mark yet another year revolving credit facility. Allowing for £3.7 billion of debt, of growth for Jaguar Land Rover. including the $500 million bond issued in October 2017, net cash at 31 March 2018 was £926 million. Jaguar Land Rover achieved record retail sales of 614,309 vehicles in Fiscal 2017/18, up 1.7 per cent Jaguar Land Rover’s strategy continues to be to achieve year on year. The increase in sales reflects the continuing sustainable profitable growth by investing proportionally success of new models, particularly in China, North more in new products, technology and manufacturing America and in Overseas markets. capacity. Consistent with this, Fiscal 2018/19 investment spending is expected to be in the region of £4.5 billion. Wholesales were 545,298 vehicles, up 2.0 per cent year on year, generating record revenues of £25.8 billion, Looking ahead, we anticipate cyclically weaker up £1.4 billion compared to last year. automotive markets in the UK (exacerbated by Brexit) and in the US, and diesel uncertainty in the UK and Profit before tax (PBT) was £1.5 billion, down £74 million Europe, which will naturally lead to higher incentives. compared to Fiscal 2016/17. The lower PBT includes We also expect historical seasonality by quarter higher depreciation and amortisation, higher incentives, to continue. Furthermore, electrification and other marketing expense and certain Q4 engineering charges, technological changes should present additional offset by lower material costs, favourable FX revaluation challenges as well as opportunities. and the £437 million exceptional pension credit in Q1. EBIT1 was £974 million (3.8 per cent margin) in However, new products and technologies, as well as Fiscal 2017/18 compared to the £1.4 billion EBIT1 continued global growth, notably in China, are expected (5.9 per cent margin) in Fiscal 2016/17. to drive higher sales growth and improved profitability in Fiscal 2018/19, achieving a 4–7 per cent EBIT1 margin Free cash flow was negative £1.0 billion after total in the medium term and 7–9 per cent in the long term. investment spending of £4.2 billion. We also paid a £150 million dividend to our parent, Tata Motors, and issued a $500 million 10-year bond with a 4.5 per cent fixed coupon during the year. Total cash and financial deposits at 31 March 2018 was £4.7 billion and total KENNETH GREGOR CHIEF FINANCIAL OFFICER JAGUAR LAND ROVER AUTOMOTIVE PLC 24 JULY 2018 1 Please see note 3 of the financial statements on page 122 for the definition of EBIT.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 73 ANNUAL REPORT 2017/18 F I N A N C I A L P E R F O R M A N C E Consolidated income statement Jaguar Land Rover achieved record wholesales, retails and revenue for the eighth consecutive year; however, profitability was lower primarily due to higher depreciation and amortisation related to new models. REVENUE Revenue was £25.8 billion in Fiscal 2017/18, up from £24.3 billion F I SCA L 2 0 1 7 / 1 8 / £ 2 5 . 8 B N £25.8bn in the prior year with higher wholesales of 545,298 units (excluding sales from the China joint venture), up 2.0 per cent year on year, led F I SCA L 2 0 1 6 / 1 7 / £ 2 4 . 3 B N by Velar, E-PACE and the all-new Land Rover Discovery. Similarly, F I SCA L 2 0 1 5 / 1 6 / £ 2 2 . 3 B N retail sales (including sales from the China joint venture) were 614,309 in Fiscal 2017/18, up 1.7 per cent. EBITDA 1 – E A R N I N G S B E F O R E I N T E R E ST, TA X , D E P R E C I AT I O N A N D A M O R T I S AT I O N EBITDA was £2.8 billion (10.8 per cent margin) in Fiscal 2017/18, F I SCA L 2 0 1 7 / 1 8 / £ 2 . 8 B N / ( 1 0 . 8 % M A R G I N ) £2.8bn down slightly from the EBITDA of £2.9 billion (12.1 per cent margin) (10.8% Margin) in the previous fiscal year, as favourable volume and mix and lower F I SCA L 2 0 1 6 / 1 7 / £ 2 . 9 B N / ( 1 2 . 1 % M A R G I N ) material costs were offset by higher incentive spending, higher F I SCA L 2 0 1 5 / 1 6 / £ 3 . 1 B N / ( 1 4 . 1 % M A R G I N ) marketing costs and £97 million of certain Q4 engineering costs. EBIT 1 – E A R N I N G S B E F O R E I N T E R E ST A N D TA X E S EBIT was £974 million (3.8 per cent margin) in Fiscal 2017/18 F I SCA L 2 0 1 7 / 1 8 / £ 9 7 4 M / ( 3 . 8 % M A R G I N ) £974m compared to £1.4 billion (5.9 per cent margin) in Fiscal 2016/17. (3.8% Margin) The lower EBIT in Fiscal 2017/18 includes higher depreciation and F I SCA L 2 0 1 6 / 1 7 / £ 1 . 4 B N / ( 5 . 9 % M A R G I N ) amortisation related to new products launched during the year F I SCA L 2 0 1 5 / 1 6 / £ 1 . 8 B N / ( 8 . 0 % M A R G I N ) and the lower EBITDA, partially offset by higher China joint venture profits of £252 million. P BT – P R O F I T B E F O R E TA X PBT was £1.5 billion in Fiscal 2017/18, down slightly from the F I SCA L 2 0 1 7 / 1 8 / £ 1 . 5 B N £1.5bn £1.6 billion PBT of last year given the lower EBIT, higher net interest expense and the non-recurrence of Tianjin recoveries last year, offset F I SCA L 2 0 1 6 / 1 7 / £ 1 . 6 B N by more favourable revaluation of unrealised foreign currency debt F I SCA L 2 0 1 5 / 1 6 / £ 1 . 6 B N and hedges and the £437 million pension credit in the first quarter. PAT – P R O F I T A F T E R TA X PAT was £1.1 billion in Fiscal 2017/18, down compared to the £1.3 billion PAT of last year. The effective tax rate in Fiscal 2017/18 F I SCA L 2 0 1 7 / 1 8 / £ 1 . 1 B N £1.1bn was 26.2 per cent compared to 21.0 per cent last year. This primarily F I SCA L 2 0 1 6 / 1 7 / £ 1 . 3 B N reflects a £54 million charge for the impact of the change in the US Federal rate from 35 per cent to 21 per cent on deferred tax F I SCA L 2 0 1 5 / 1 6 / £ 1 . 3 B N assets. For further disclosure on our approach to tax, please see note 14 on page 129 of the financial statements. 1 Please see note 3 of the financial statements on page 122 for the definition of EBITDA and EBIT.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 74 ANNUAL REPORT 2017/18 F I N A N C I A L P E R F O R M A N C E ( C O N T I N U E D ) Consolidated cash flow Free cash flow was negative £1.0 billion in Fiscal 2017/18 after total investment spending of £4.2 billion. Consolidated cash flow (£ millions) 1,836 81 (312) (4,186) 1,536 (1,045) (830) 370 (155) PBT D & A WO R K I N G TA X TOTA L F R E E C H A N G E S D I V I D E N D S C H A N G E I N F Y 1 7 / 1 8 A N D OT H E R CA PI TA L A N D PA I D I N V E ST M E N T CAS H F LOW I N D E BT A N D OT H E R CAS H A N D ACC R U A L S D I ST R I B U T I O N S F I N A N C I A L D E P O S I TS TOTA L P R O D U C T A N D OT H E R I N V E ST M E N T 1 Investment spending in Fiscal 2017/18 reached £4.2 billion F I SCA L 2 0 1 7 / 1 8 / £ 4 . 2 B N £(4.2)bn (16.2 per cent of revenue), compared to £3.4 billion (14.1 per cent of revenue) in the prior fiscal year. In Fiscal 2017/18, £406 million F I SCA L 2 0 1 6 / 1 7 / £ 3 . 4 B N of investment spending was expensed in EBIT1 and the remaining F I SCA L 2 0 1 5 / 1 6 / £ 3 . 1 B N £3.8 billion was capitalised. Research and development accounted for £2.0 billion (48.2 per cent) of investment spending, while tangible and other intangible assets accounted for the remaining £2.2 billion (51.8 per cent). W O R K I N G C A P I TA L 1 Working capital inflows (including non-cash accruals) were F I SCA L 2 0 1 7 / 1 8 / £ 8 1 M +£81m £81 million during the year, including a £296 million increase in inventory related to the launch of new products, as well as F I SCA L 2 0 1 6 / 1 7 / £ 4 8 0 M a £317 million unfavourable movement in trade receivables, F I SCA L 2 0 1 5 / 1 6 / £ 5 4 7 M offset by a £600 million increase in trade payables. F R E E C A S H F LO W 1 Free cash flow was negative £1.0 billion in Fiscal 2017/18 after F I SCA L 2 0 1 7 / 1 8 / £ ( 1 . 0 ) B N £(1.0)bn £4.2 billion of total investment spending, £81 million working capital outflows and £312 million paid in taxes. FISCAL 2016/17 / £141M FISCAL 2015/16 / £645M C H A N G E I N C A S H A N D F I N A N C I A L D E P O S I T S 2 The net reduction in cash and financial deposits in Fiscal 2017/18 F I SCA L 2 0 1 7 / 1 8 / £ 4 . 7 B N £(830)m was £830 million. The decrease is explained by the negative free cash flow of £1.0 billion, a £370 million increase in debt (primarily F I SCA L 2 0 1 6 / 1 7 / £ 5 . 5 B N reflecting the $500 million bond issued in October) less F I SCA L 2 0 1 5 / 1 6 / £ 4 . 7 B N a £150 million dividend paid to Tata Motors and £5 million Cash and financial deposits (at 31 March) of other distributions. 1 Please see note 3 of the financial statements on page 122 for the definition of EBIT, total product and other investment, working capital and free cash flow. 2 Cash and financial deposits comprises ‘cash and cash equivalents’ and ‘short-term deposits and other investments’ on page 106.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 75 ANNUAL REPORT 2017/18 Capital structure At 31 March 2018 cash and financial deposits stood at £4.7 billion and we also had an undrawn committed revolving credit facility (RCF) of £1.9 billion, resulting in £6.6 billion of liquidity. Total debt outstanding at 31 March 2018 was £3.7 billion and we ended the year in a net cash position of £926 million. Debt maturity and liquidity at 31 March 2018 (£ millions)1 6,592 TOTA L L I Q U I D I T Y 1,935 UNDRAW N R C F 3,731 4,657 TOTA L CAS H A N D F I N A N C I A L D E P O S I TS 3,581 756 569 498 356 356 300 400 346 // L I Q U I D I T Y CY 1 8 CY 1 9 CY 2 0 CY 2 1 CY 2 2 CY 2 3 CY 2 4 CY 2 7 TOTA L F Y 1 7 / 1 8 D E BT Bonds2 Other debt: Discounted receivables, finance leases and deferred fees (£150 million) LIQUIDIT Y A N D N E T C A S H BORR O W I N G S A N D I N D E BT E D N E S S Total cash and financial deposits at 31 March 2018 was £4.7 billion At 31 March 2018, we had £3.7 billion of debt outstanding, comprising (18.1 per cent of revenue), comprising cash and cash equivalents £3.6 billion of long-term unsecured bonds (less £24 million of deferred of £2.6 billion and financial deposits of £2.1 billion. This compares fees capitalised on the balance sheet), £155 million equivalent of to total cash and financial deposits of £5.5 billion at the end of Fiscal total short-term discounted receivables and £19 million of finance 2016/17. The majority of cash at 31 March 2018 was held in the UK, leases. Of the £3.6 billion of bonds, £1.9 billion are denominated in with £542 million held in subsidiaries overseas. US Dollars (of which £1.2 billion have been designated as foreign currency hedges), £1.1 billion are denominated in Pound Sterling and Our £1.9 billion committed revolving credit facility remained fully £569 million are denominated in Euros. We also have a balanced undrawn at 31 March 2018. With total cash of £4.7 billion and the profile of maturing debt, with 25 per cent of our debt maturing undrawn RCF of £1.9 billion, we had total liquidity of £6.6 billion after five years, 31 per cent in three to five years and the remaining at 31 March 2018 compared to the £7.4 billion of liquidity at the 44 per cent maturing within three years. end of the previous fiscal year. In October 2017, we issued a $500 million 10-year bond with a In addition, drawings under our $295 million uncommitted invoice coupon of 4.5 per cent. In July 2017, we amended and extended our discounting facility were $209 million (£149 million equivalent) existing RCF by two years, to mature in July 2022, and increased the at 31 March 2018, compared to the $223 million (£179 million facility size, which stood at £1.9 billion undrawn at 31 March 2018. equivalent) drawn under a committed invoice discounting facility Please see note 25 on page 142 for further disclosure on our loans at 31 March 2017. and borrowings. After total cash of £4.7 billion and total indebtedness of £3.7 billion, Maturity of debt at 31 March 2018 we had net cash at 31 March 2018 of £926 million compared to £1.9 billion at the end of Fiscal 2016/17. 0–3yrs 25% 3–5yrs 5yrs Net cash at 31 March (£ billions) 5.5 4.7 £3.7bn 44% 1.9 0.9 31% Net Cash Cash 1 FY (Fiscal Year) refers to a 12-month period ending on 31 March. CY (Calendar Year) refers (3.6) (3.7) to a 12-month period ending on 31 December. Debt 2 The face value of outstanding bonds is reflected and excludes £24 million of deferred fees F Y 1 6 / 1 7 F Y 1 7 / 1 8 capitalised on the balance sheet.
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76 JAGUAR LAND ROVER AUTOMOTIVE PLC ANNUAL REPORT 2017/18 STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 77 RESILIENT B U S I N E S S I N T H I S S E C T I O N Our approach to risk 78 Our principal risks 80
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 78 ANNUAL REPORT 2017/18 O U R A P P R O A C H TO R I S K We manage and monitor risk and the factors that could level of acceptability and control while pursuing value-enhancing impact our plans for long-term sustainable growth. opportunities. The ultimate goal of risk management within Jaguar Land Rover is to continually assess the control environment to prevent D E F I N I N G R I S K and build resilience against any internal or external shocks, both anticipated and unforeseen. Risks are uncertain events that could materially impact business objectives – negative for threats and positive for opportunities. We recognise that risk is inherent in all business activities and must be RESPONSIBILIT Y F O R R I S K balanced when assessing returns. Successful management of these The Board of Management is ultimately responsible for the risks is therefore key to accomplishing our strategic objectives and management of risks within Jaguar Land Rover. However, the wider the long-term sustainable growth of our business. Enterprise risk organisation is responsible for the proactive day-to-day management management (ERM) is used as a system to identify, assess, control and and control. Board of Management members review our key risks to continually monitor key risks that could affect our business objectives. monitor the progress of mitigating actions. The Risk Management Committee reviews current and emerging risks at a detailed level R I S K M A N A G E M E N T against acceptable levels of exposure and agrees actions as the business environment changes. Principal risks and exceptions are To achieve an informed understanding of our tolerance for risk when reported to the Audit Committee regularly to assist in the decision- delivering our overall business plan, we must be mindful that the making process and ensure adequate controls are in place to protect objective of risk management is not necessarily to eliminate risk, but the business. to ensure that the risks we do accept remain within a predetermined O U R R E S P O N S I B I L I T Y F R A M E W O R K Jaguar Land Rover Automotive plc Board Board of Management Audit Committee Risk Management Committee OF RISK FIRST DEFENCE LINE OFSECOND RISK DEFENCE LINE OF THIRD RISK DEFENCE LINE Control of risks Oversight and confirmation of controls Independent controls assurance Business operations risk management ERM and oversight functions Internal/external audit
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 79 ANNUAL REPORT 2017/18 O U R A P P R O A C H TO R I S K M A N A G E M E N T Creating and sustaining value through ERM The environment in which we operate Risk management: identification, assessment, The ERM framework helps us to identify new is dynamic, as are the risks we face evaluation, response and reporting and evolving risks and opportunities so we We plan for certain known changes to the By continuing to monitor and assess risks as can understand and manage risks that may industry and the external environment well as embedding the management of such materially impact our business objectives. while remaining sufficiently flexible for rapid risks within our culture, we can identify new This framework supports and enables future and unknown changes that are inherently material risks and opportunities early on to value creation and also preserves the value difficult to anticipate. Managing the changing take advantage of value-adding prospects of routine operations. environment in which we operate and and mitigate value-eroding threats. We having the ability to be resilient to sudden also continue to evaluate and report risks The ERM framework is also an effective unforeseen challenges support long-term and opportunities to enable us to prioritise communication tool used by senior sustainability of the business and healthy, effectively and formulate effective responses. management to monitor and gain consensus profitable growth. on how to effectively manage and control risks enterprise-wide. Organisation A cross-functional network of risk champions coordinates the identification, monitoring and management of risks within their respective functional areas. A central ERM team consolidates and reports on risk information to the Risk Management Committee, Board of Management, Audit Committee and Jaguar Land Rover Automotive plc Board (‘JLR plc Board’). Continuous improvement Process Our risk management process IDENTIFY We embed risk management into routine is designed to enable the assimilation activities enterprise-wide, supporting and of best practice from prior experience ensuring robust business decision-making. and external benchmarking, leading The standardisation of risk management to continuous improvement. processes across functions supports This process ensures that the risk Risk & a consistency in our approach to the management process becomes MONITOR ASSESS management of risk, facilitating its use more efficient over time and Resilience and enhancing its effectiveness. changes as the business grows. RESPOND Reporting Tools and training Our risk reporting is structured to inform We embed common risk management the appropriate stakeholders promptly to tools, training, techniques, language and aid the decision-making process. Reporting approaches to engender cross-functional also allows us to effectively categorise risks consistency of risk identification, so that appropriate stakeholder working assessment, monitoring and reporting. groups discuss relevant risks and ensure that This ensures that risks are appropriately high-quality input is received and appropriate captured and calibrated consistently mitigation strategies are proposed. across the organisation.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 80 ANNUAL REPORT 2017/18 O U R P R I N C I PA L R I S K S Risks are identified, assessed and T H E P OT E N T I A L I M PA C T measured against a defined set of A N D L I K E L I H O O D O F O U R K E Y R I S K S criteria to consider the likelihood of occurrence and potential impact to KEY the business, facilitated by our ERM 3 framework. Plotting our principal risks 10 4 2 Risks that are highly likely to on a risk map helps to visualise each risk occur and could materially 1 Material impact our ability to reach profile as well as targeting to bring each 6 5 8 7 our business objectives. risk back within a tolerable level. Risks that remain at tolerable levels but could Changes to our principal risks Moderate 9 impact the business unless during Fiscal 2017/18 monitored and managed. Our principal risks change as our business Risks that are unlikely to evolves in a dynamic external environment. IMPACT materialise and are unlikely In Fiscal 2017/18, we have focused more to materially impact our emphasis on the potential impacts relating Immaterial business. to diesel uncertainty, notably in the UK and Current risks Europe, the European General Data Protection Regulation (GDPR) and cyber security. Unlikely Possible Likely Path to target net risk profile LIKELIHOOD One principal risk introduced into the top 10 listing 5. Diesel uncertainty Recent events and increased focus have P RINCIPA L R I S K S AT A G L A N C E raised the profile of this risk. Mitigating actions are in place (as detailed on pages 78 2016/17 OUR 10 PRINCIPAL RISKS SHIFT RANKING to 79) to address the higher intensity of risk to the business as a result. 1 Financial Competitive business efficiency 1 – One principal risk has moved 2 Strategic Global economic and geopolitical environment 2 – out of the top 10 listing • Patent and intellectual property (IP) 3 Strategic Brand positioning 4 protection 4 Legal and compliance Environmental regulations and compliance 3 Plans and mitigating actions put in place since Fiscal 2016/17 have proved effective 5 Operational Diesel uncertainty in reducing our overall exposure to this risk (NEW) to more tolerable levels. 6 Legal and compliance Unethical and prohibited business practices 8 7 Operational Information and cyber security 5 8 Strategic Rapid technology change 6 9 Financial Exchange rate fluctuations 7 10 Operational Product liability and recalls 9
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 81 ANNUAL REPORT 2017/18 Jaguar Land Rover classifies risks into four broad categories to facilitate efficient risk management and formulate effective mitigation strategies. Our risk register details our principal risks as well as other notable risks that are reported to and monitored by the Board of Management. R I S K H O R I Z O N We recognise the need to anticipate and prepare for future challenges and trends that may develop and that could materially affect our long-term business success. Our risk horizon enables us to proactively anticipate forthcoming issues to inform our strategy creation process. C RISK H O R I ZON G I E T A R T S New OP technology Commodity E scarcity RA T I MONI TORE O R D R N HE IS T KS A O L Global Skills gap and expansion key personnel Competitors’ Capacity expanding Supply chain failure utilisation Energy – security portfolios of supply Business continuity Changing customer Distribution expectations and channels trends Current1 Liquidity Critical asset protection Commodity Protocols prices Trading bloc governing new Pension Trade barriers technologies E dynamics obligations and sanctions C (i.e. automation) N I A L P M O Legislation change C Regional (CO2 target, internal D F recession N I combustion engine restrictions, A NA city traffic restrictions) L N A C G I E AL L 1 Please refer to our 10 principal risks on page 80.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 82 ANNUAL REPORT 2017/18 The principal risks faced by Jaguar Land Rover are outlined below. The risks discussed are not exhaustive and Jaguar Land Rover may be subject to other risks not specifically outlined in this Annual Report. PRIOR YEAR S TRATE GIC CONSEQUENCES MITIGATIONS* OPPORTUNITIES* RANKING 2 Global economic and Given our global distribution We continue to expand Global economic growth in 2 geopolitical environment of sales, changes in the our international footprint developed and emerging external environment could (e.g. Slovakia manufacturing markets presents Our expanding global presence have a significant impact and with Magna Steyr opportunities to extend increases our exposure to on the global demand for in Austria) and maintain sales. Global growth creates changes in the global economic our vehicles and our supply a balanced retail sales opportunities both in new and geopolitical environment as chain. This may affect our profile across our key sales and existing geographical well as other external factors financial results. regions. Furthermore, markets as well as new (e.g. Brexit, political instability, we continue to closely and existing segments. increasing tariffs, wars, monitor global geopolitical terrorism, natural disasters) that and macroeconomic may impact our business. developments. 3 Brand positioning Our potential inability Recent successful model Strengthen our brands 4 to successfully position, launches have broadened by creating greater brand Brand positioning is becoming maintain and build the our product range to existing association through increasingly challenging as the strength of our brands as and new customers in innovation and technological dynamics of the automotive well as failing to develop new established and emerging advancement into our market (e.g. automated driving, products/technologies that segments. In addition, expanding product portfolio electrification, digital connectivity) meet customer preferences, we regularly monitor the and services. and the competitive pressures or suffering delayed product perception of our brands to from existing automotive launches, could impact quickly identify and address manufacturers and new demand for our products. risks and opportunities that disruptive entrants evolve. may arise. 8 Rapid technology change Any delay in the launch of We continue to invest Substantial changes to the 6 technologically intensive substantially in R&D market (e.g. automation, The fast pace of technological products, or if the technology and we also continue our electrification and mobility development together with in our products becomes strategic focus on key services) enable us to scarcity of specialist resources relatively obsolete, could technology areas, including focus on launching industry could result in a significant change impact sales as customers autonomy, connectivity and defining products ahead of in the automotive industry and move to purchase products electrification, with the aim our competition as well as increase the risk of delivering from our competitors. of launching our products strengthening partnerships superior products demanded by ahead of our competition. with global technological current and future customers. organisations and leading academic research teams. LE G A L A N D PRIOR YEAR C O M P L I A N C E CONSEQUENCES MITIGATIONS* OPPORTUNITIES* RANKING 4 Environmental regulations We may incur additional We have invested We are the first premium 3 and compliance compliance costs, including substantially in the manufacturer to introduce incremental investment, to development of MLA, our a battery electric vehicle We are subject to a rapidly avoid facing significant civil in-house four-cylinder into mainstream production evolving regulatory landscape and regulatory penalties, engines and electrification with the I-PACE and we have with associated laws, regulations and our competitors may technologies, including mild introduced the Range Rover and policies that all impact the gain an advantage by and plug-in hybrids as well as and Range Rover Sport PHEV vehicles we produce and our adopting new emissions and battery electric vehicles. We models. From 2020 we will manufacturing facilities (e.g. CO2 fuel-efficient technologies also retain an EU derogation offer an electrified option on emissions and fuel economy). before we do. permitting less stringent fleet each of our models. average CO2 targets. 6 Unethical and prohibited Non-compliance with Our Code of Conduct sets We are committed to 8 business practices ethical and/or legal practices out the behaviours that we conducting business in an may materially impact our expect of our staff, including ethical manner to instil Our continuing international reputation and could result conforming to the highest a reputation of trust and expansion exposes us to in restrictions being placed moral and ethical standards reliance. Such qualities increased diversity and on our operations, causing and complying with foster greater business complexity of legal and other business disruption. applicable laws, including relationships with the frameworks (e.g. GDPR) in a anti-bribery, corruption and supplier base, governments variety of jurisdictions and, as competition laws, sanctions and partnerships with other such, we become subject to and export controls. third parties. maintaining legal and ethical standards across the global locations in which we operate. *The mitigations and opportunities stated are merely examples and do not constitute an exhaustive list.
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JAGUAR LAND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | G OV E R N A N C E | F I N A N C I A L STAT E M E N TS 83 ANNUAL REPORT 2017/18 PRIOR YEAR OP ERATIONAL CONSEQUENCES MITIGATIONS* OPPORTUNITIES* RANKING 7 Information and cyber security The loss of sensitive and We strive to implement We aim to maintain a strong 5 personal data could lead consistent security policies IT control environment, and New and emerging technologies to legal action and fines of and procedures as well as by monitoring and reacting bring unprecedented threats up to 4 per cent revenue educating staff, vendors to emerging cyber threats to internet-connected devices, (i.e. GDPR), together with and suppliers to embed best protect the Company from including vehicles, while recent negative reputational practices by implementing attacks. As our exposure to global hacking incidents impacts. Successful attacks internal and cloud-ready threats increases we strive impacting the geopolitical against our IT infrastructure tools to detect and mitigate to embed deeper, more environment indicate an could lead to disruptions to current and emerging cyber intelligent controls over time. increase in the motivation our business operations. security threats. to instigate cyber attacks. 10 Product liability and recalls Increases in related costs We regularly monitor the Enhanced vehicle 9 and warranty claims as service data of our vehicles connectivity and digital Potential defects and quality well as longer-term impacts to proactively manage recalls capability provide deficiencies could increase our on sales due to adverse and minimise warranty opportunities for us to exposure to risks associated reputational effects could claims. We also issue identify and remedy potential with product liability. occur. In addition, we could technical updates to our faults more efficiently. be the subject of class dealer network to manage actions or other large-scale identified faults and defects. lawsuits as a consequence. 5 Diesel uncertainty In addition to the financial We are committed to the Our modern high-tech diesel (NEW) impact of falling sales, a introduction and expansion engines have better fuel Adverse public perception significantly lower diesel sales of our electrified fleet across consumption and 20 to 30 of diesel powered vehicles is mix would create a challenge the product portfolio and the per cent lower CO2 emissions, largely driven by the media and in achieving CO2 compliance, continued refinement of our with significantly reduced government policy. This has as well as causing major internal combustion engines NOx emissions in real-world precipitated a fall in diesel sales, disruption to our supply base. and production flexibility usage. Furthermore, we are primarily in the UK and Europe, within our Engine well placed to capitalise and created uncertainty for Manufacturing Centre. on the growing demand for customers that could further electrified models with the impact future sales. introduction of Range Rover and Range Rover Sport PHEVs and the I-PACE battery electric vehicle. PRIOR YEAR FINANCIAL CONSEQUENCES MITIGATIONS* OPPORTUNITIES* RANKING 1 Competitive If we are unable to deliver the We have launched certain We are developing more 1 business efficiency desired benefits from these initiatives to reduce product streamlined processes to programmes, our business and business complexity realise greater degrees We have initiated programmes results may be adversely (e.g. MLA), to benefit from of efficiency within our to optimise operating efficiency. impacted and our ability economies of scale, and engineering and other However, there is a risk that to compete successfully we have robust project functions. Furthermore, our these programmes do not over the longer term could management processes in expansion plans present deliver projected efficiencies be affected. place to ensure set targets opportunities to invest in and anticipated benefits may are met. world-class facilities and not accrue as expected. enhanced capabilities. 9 Exchange rate fluctuations Generally, a stronger Currency transaction risk We continue to investigate 7 Pound adversely impacts is managed with financial further opportunities to Approximately 80 per cent our earnings because derivatives in line with the develop our international of our revenue is derived from the value of overseas hedging policy approved by manufacturing footprint, international sales (e.g. the US sales is eroded. Structural the JLR plc Board. Also, we which may result in greater and China) and we source a misalignments in the aim to align our sourcing base natural hedging of our significant proportion of our denomination of costs with our global sales profile. currency exposures by components from the Eurozone, and revenues in different Recently we have executed aligning the currency profile while our reporting currency is currencies expose us to cross-currency interest rate of cost with sales. Going Pound Sterling. longer-term foreign swaps to hedge our exposure forward, we plan to execute exchange trends beyond to a proportion of our US further derivatives in order to our hedging programme. Dollar debt. hedge significant proportions of our debt denominated in foreign currency. *The mitigations and opportunities stated are merely examples and do not constitute an exhaustive list.
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84 JAGUAR LAND ROVER AUTOMOTIVE PLC A N N U A L R E P O RT 2 0 1 7 / 1 8 ST R AT E G I C R E P O RT | GOVERNANCE | F I N A N C I A L STAT E M E N TS 85 GOVERNANCE I N T H I S S E C T I O N Introduction to governance 86 Leadership 87 Effectiveness 92 Accountability 93 Investor relations engagement 95 Directors’ report 96
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JAGUAR LAND ROVER AUTOMOTIVE PLC ST R AT E G I C R E P O RT | GOVERNANCE | F I N A N C I A L STAT E M E N TS 86 A N N U A L R E P O RT 2 0 1 7 / 1 8 INTRODUCTION TO G O V E R N A N C E As Jaguar Land Rover continues to grow, effective governance A C C OUNTABILIT Y is needed to deliver our core values. It is the foundation on which we Effective risk management is central to achieving our strategic manage and control our business and provides the platform objectives and is a core responsibility of the JLR plc Board and for sustainable profitability. its committees. LEADERSHIP In this section, you will find information about the responsibilities and focus of the Audit, Remuneration and Disclosure Committees. The Jaguar Land Rover Automotive plc Board (‘JLR plc Board’) See page 93 rigorously challenges strategy, performance, responsibility and accountability so that every decision we make is of the highest quality. In this section, you will find information about the JLR plc Board and INVES E N G A G TO E M R E R NETL AT I O N S Board of Management, the areas of focus for the JLR plc Board, and the structure and role of our committees. Maintaining strong relationships with our shareholder and bond See page 87 investors is crucial to achieving our aims. In this section, you will find information about how we engage with EFFE CTIVENESS our shareholder and bond investors. See page 95 We continuously evaluate the balance of skills, experience, knowledge and independence of the directors. In this section, you will find information about the induction and development of our directors, as well as what we believe to be the key considerations when measuring the effectiveness of the JLR plc Board and its committees. See page 92
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JAGUAR LAND ROVER AUTOMOTIVE PLC ST R AT E G I C R E P O RT | GOVERNANCE | F I N A N C I A L STAT E M E N TS 87 A N N U A L R E P O RT 2 0 1 7 / 1 8 LEADERSHIP J A G U A R L A N D R O V E R A U TO M OT I V E P LC B O A R D PROF. DR. RALF NATARAJAN NASSER D. SPETH CHANDRASEKARAN MUKHTAR MUNJEE (KBE, FREng) NON-EXECUTIVE NON-EXECUTIVE CHIEF EXECUTIVE DIRECTOR AND INDEPENDENT OFFICER CHAIRMAN DIRECTOR Appointed Appointed Appointed February 2010 February 2017 February 2012 Jaguar Land Rover roles/committees Jaguar Land Rover roles/committees Jaguar Land Rover roles/committees • Chief Executive Officer • Chairman • Non-executive director • Board of Management • Non-executive director • Audit Committee member • Remuneration Committee Experience Experience Prof. Dr. Ralf Speth joined Jaguar member (appointed 26 April 2017) Mr Munjee was appointed to the Board of Land Rover as Chief Executive Officer on Experience Tata Motors Limited in June 2008. He is also 18 February 2010. In the same month he Mr Chandrasekaran is Chairman of the Board on the Board of Tata Chemicals and several was appointed to the Board of Tata Motors of Tata Sons, the holding company and international companies operating in India, and in 2016, to the Board of Tata Sons. promoter of more than 100 Tata operating including ABB, HDFC and Cummins. Mr Munjee Prior to joining Jaguar Land Rover, Prof. Dr. companies, including Tata Motors, Tata Power is Chairman of Tata Motor Finance, Tata Speth was a director at The Linde Group, and Tata Consultancy Services (TCS) – of Motors Limited Audit Committee, DCB Bank the international industrial gases and which he was Chief Executive from 2009–17. and the Aga Khan Foundation (India). Prior to engineering company. Previously, he worked He joined the Tata Sons Board in October 2016 this, he was president of the Bombay Chamber at BMW for 20 years before joining Ford and was appointed Chairman in January 2017. of Commerce and Industry. He established the Motor Company’s Premier Automotive Infrastructure Development Finance Company Group (PAG) in 2007. in India and was its CEO for seven years. Prof. Dr. Speth has a doctorate in engineering and is a professor of the University of ANDREW M. ROBB P. B. BALAJI Warwick. The Royal Academy of Engineering NON-EXECUTIVE NON-EXECUTIVE invited him to join its Fellowship in 2014. INDEPENDENT DIRECTOR DIRECTOR In 2015, Prof. Dr. Speth was awarded an honorary Knight of the British Empire. Appointed Appointed April 2009 December 2017 Jaguar Land Rover roles/committees Jaguar Land Rover roles/committees • Non-executive director • Non-executive director • Chairman of the Audit Committee • Audit Committee member • Chairman of the Remuneration Committee Experience Experience Mr Balaji was recently appointed as the Group Mr Robb is Chairman of Tata Steel Europe. He Chief Financial Officer of Tata Motors Group. was a director of Pilkington Group plc until Prior to this, he was the Vice President Finance 2003, having held the position of Finance for South Asia and Chief Financial Officer of Director from 1989 to 2001. Prior to this, Hindustan Unilever Limited. Mr Balaji started from 1983 he was Finance Director of the as a management trainee at Unilever in Peninsular and Oriental Steam Navigation May 1993. Company. Mr Robb has served on a number of PLC boards as a non-executive director.
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JAGUAR LAND ROVER AUTOMOTIVE PLC ST R AT E G I C R E P O RT | GOVERNANCE | F I N A N C I A L STAT E M E N TS 88 A N N U A L R E P O RT 2 0 1 7 / 1 8 BO A R D O F M A N A G E M E N T The Board of Management drives the Group’s strategy and goals and makes decisions concerning operational planning issues. PROF. DR. RALF D. SPETH FELIX BRÄUTIGAM KENNETH GREGOR IAN HARNETT CHIEF EXECUTIVE CHIEF COMMERCIAL OFFICER CHIEF FINANCIAL OFFICER EXECUTIVE DIRECTOR, OFFICER HR AND GLOBAL PURCHASING Responsibilities Responsibilities Responsibilities Mr Bräutigam is responsible for Mr Gregor leads the financial Mr Harnett is responsible all global sales and marketing management of the business for human resources, global activity for the Jaguar and Land to deliver shareholder value purchasing and all property Rover brands. His role includes and growth ambitions. matters worldwide. brand positioning, current and Responsibilities include future product planning, customer corporate finance, treasury, relationship management, financial reporting, accounting, marketing communications, tax, internal control and brand experience strategies, business support. global sales, customer service and supporting future growth. HANNO KIRNER GRANT McPHERSON QING PAN NICK ROGERS EXECUTIVE DIRECTOR, EXECUTIVE DIRECTOR, EXECUTIVE DIRECTOR, EXECUTIVE DIRECTOR, CORPORATE AND STRATEGY MANUFACTURING JAGUAR LAND ROVER CHINA PRODUCT ENGINEERING Responsibilities Responsibilities Responsibilities Responsibilities Mr Kirner oversees the Mr McPherson is responsible for Mr Pan leads the continued Mr Rogers oversees all aspects development of corporate the manufacturing operations expansion of the Jaguar Land of research and engineering and product strategy, global side of the business, ensuring Rover business in China, including operations and ensures the financial services, IT, royal optimum efficiency to deliver our joint venture, Chery Jaguar development and delivery of and diplomatic affairs and the world-class safety, quality, cost Land Rover Automotive Company new product technology across Special Operations division: and environmental standards. Ltd. He is responsible for the Jaguar and Land Rover. Special Vehicle Operations Integrated Marketing Sales and Classic. and Service and Corporate functions in the market.
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JAGUAR LAND ROVER AUTOMOTIVE PLC ST R AT E G I C R E P O RT | GOVERNANCE | F I N A N C I A L STAT E M E N TS 89 A N N U A L R E P O RT 2 0 1 7 / 1 8 FIRS T L I N E O F L E A D E R S H I P The Board of Management together with the leaders of product creation, quality, legal and corporate affairs comprise the First Line of Leadership. They lead all activities and oversee delivery of strategic objectives for the Jaguar Land Rover businesses. KEITH BENJAMIN NIGEL BLENKINSOP HELEN McLINTOCK GLOBAL LEGAL DIRECTOR OF QUALITY GLOBAL CORPORATE DIRECTOR AND AUTOMOTIVE SAFETY AFFAIRS DIRECTOR Responsibilities Responsibilities Responsibilities Mr Benjamin is responsible Mr Blenkinsop is responsible Ms McLintock leads for all global legal matters, for leading significant corporate affairs, internal secretarial, compliance improvement in quality in communications, CSR and ethics, Corporate Audit, all aspects of our vehicles. and government affairs. security and investigations. He builds, leads, inspires and empowers his team to deliver the best solutions. IAN CALLUM GERRY McGOVERN DIRECTOR OF DESIGN, LAND ROVER CHIEF JAGUAR DESIGN OFFICER Responsibilities Responsibilities Mr Callum is positioning Jaguar Instrumental in the success as a modern and relevant brand of the Land Rover brand, while respecting heritage and Mr McGovern is leading his values through his visionary team in the creation of a new leadership in design. generation of Land Rovers.
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JAGUAR LAND ROVER AUTOMOTIVE PLC ST R AT E G I C R E P O RT | GOVERNANCE | F I N A N C I A L STAT E M E N TS 90 A N N U A L R E P O RT 2 0 1 7 / 1 8 T P H LC E B RO OA L E R D O F A N TD H ET H J A EG BU OA ARR D L A O NFD M RA ON VA EG RE A M UETO N TM OT I V E Governance structure and flow of information Audit Committee The Jaguar Land Rover Remuneration Automotive plc Board Committee Reviews the integrity of the financial statements, The JLR plc Board provides supervision and guidance to Determines the overall relationship with the our management, particularly with respect to corporate remuneration policy external auditors and governance, business strategies and growth plans. It also and strategy to ensure effectiveness of internal considers the identification of risks and their mitigation transparency and alignment financial controls. strategies, entry into new businesses, product launches, with the Group’s short- and demand fulfilment and capital expenditure requirements, long-term strategic goals. For more information as well as the review of our business plans and targets. see page 93 For more information For more information see page 87 see page 94 Board of Management The work of the Board of Management complements, enhances Examples of actions taken by the Board of Management are: and supports the work of the JLR plc Board, with the Board of • Reviewing and making decisions concerning operational planning Management operating under the direction and authority of the associated with the latest five-year business plan of the Group; Chief Executive Officer. The JLR plc Board delegates to the Board of Management the execution of the Group’s strategy and the • Evaluating the performance of the Group against budget and day-to-day management and operation of the Group’s business. forecast; and • Reviewing and approving potential investments. The Board of Management is also responsible for overseeing the implementation of appropriate risk assessment processes and controls to identify, manage and mitigate the principal risks to the Group. This includes the review, approval and communication of the risk management policy and framework. For more information see page 88 Disclosure Committee Other examples of management committees Supports the JLR plc Board and Audit Committee • Risk Management Committee in reviewing and approving the final form of quarterly • Product Committee and annual announcements and statements relating to the performance of the Group. • Health and Safety Committee For more information see page 94 • Security Committee • Unusual Events Committee • Financial Risk and Assurance Committee • Financial Risk Committee
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JAGUAR LAND ROVER AUTOMOTIVE PLC ST R AT E G I C R E P O RT | GOVERNANCE | F I N A N C I A L STAT E M E N TS 91 A N N U A L R E P O RT 2 0 1 7 / 1 8 T DH UE R IK NE G Y FM I S AT C A TL E R 2S 0 1 C7 O/N 1S 8I D I N E C R E L U DD BY E D T : H E J L R P LC B O A R D TOPIC/ACTIVITY ACTIONS PROGRESS STRATE GY Review of the business and Analysed the automotive industry trends and retail outlook and New manufacturing facility in Slovakia is on track to start operating model assessed the potential impact on the Group production during 2018 Reviewed the Group’s performance against its competitors As uncertainty around diesel cars grows and adherence to emissions compliance increases, the Group has continued its focus on and commitment to electrification, with the I-PACE being launched in the year Continued investment in connected and autonomous technologies and services Monitoring of opportunities Supported continued investment to promote sustainable business Issuance of $500 million 10-year 4.5 per cent bond for acquisitions and new growth over the long term revenue streams Used cash to implement ongoing programmes to support business growth Considered and approved the Group’s debt funding arrangements Discussion of the Group’s capital Reviewed a number of opportunities in the fiscal year $25 million investment in Lyft and other strategic investments structure and financial strategy in autonomous companies Reviewed and approved, where appropriate, the business cases for internally developed future business Approved changes to the Defined Benefit Scheme effective from April 2017 R I S K M A N AG E M E N T A N D I N T E R N A L C O N T R O L Review the Group’s principal Clearly articulated the Group’s approach to risk Agreed Group-level risks and a robust set of mitigating risks and the effectiveness of activities, which are regularly monitored Reviewed and updated approach to identify and manage the systems of internal control principal risks Further developed the Group’s approach to risk and risk management Continuing assessment of significant and emerging risks, including Considered movements in key risks resulting from changes to geopolitical uncertainty and the impact of Brexit likelihood or business impact Actively monitored events arising from the Brexit referendum decision, including scenario planning We are enhancing our approach to GDPR, the forthcoming data protection regulation, and cyber security L E A D E R S H I P A N D P E O P L E Review composition of the JLR plc Discussed the composition of the JLR plc Board and its committees, The Board of Management and Senior Director’s Forum is in Board and its committees including succession planning place and well established Review the development of people Ongoing commitment to maintaining a balance of appropriate Appointment of new members to the senior leadership team in and talent in the Group, including skills and experience among the Board of Management and the fiscal year succession planning for senior roles associated committees Discuss the results of the employee Conducted a thorough review of Pulse surveys to identify Proposed new approaches to pay and pensions, and initiated a engagement survey and devise areas for improvement period of consultation with employees strategic actions arising from it Encouraged interaction between employees across the Group Increased engagement with employees across all areas of the business GOV E R N A N C E , STA K E H O L D E R S A N D S H A R E H O L D E R S Review the Group’s purpose, goal, Considered sustainability, including the Group’s impact on the Reviewed developments in corporate governance and received vision and values community and the environment key legal and regulatory updates Monitored and addressed regular Health and Safety updates Encourage strong engagement with Actively supported engagement opportunities Ongoing discussions at all levels of the business investors and stakeholders with shareholders Regularly reviewed and acted upon feedback from key stakeholders Engagement with other stakeholders based on feedback F I N A N C I A L P E R F O R M A N C E Assessment of the Group’s Evaluated the Group’s performance against budget and forecast Reviewed and approved the latest five-year business plan for financial performance the Group Reviewed the quarterly and annual results and associated presentations to investors Approved the Annual Report
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JAGUAR LAND ROVER AUTOMOTIVE PLC ST R AT E G I C R E P O RT | GOVERNANCE | F I N A N C I A L STAT E M E N TS 92 A N N U A L R E P O RT 2 0 1 7 / 1 8 EFFE CTIVENESS T H E J L R P LC B O A R D A I N ND DU S CU T P I O PN O,R D TE V E LO P M E N T The JLR plc Board will continue to consider the core areas described previously, but in particular will focus on: All new directors receive a full, formal and tailored induction upon • Continued development of our product pipeline; joining the JLR plc Board. We also plan the JLR plc Board calendar so that directors are able to visit the increasing number of Jaguar Land • The efficiency and quality of the Slovakia plant and the Rover geographic locations and are briefed on a wide range of topics contract manufacturing through our agreement with throughout the year. Magna Steyr; • Expanding the product development facilities and the ongoing These topics range from those with particular relevance for our investment in UK manufacturing facilities; business, such as global automotive demand, to more general matters such as developments in corporate governance. We recognise that our • Leading innovation in powertrain technology, driver assistance, directors have a range of experience, and so we encourage them to connectivity and mobility solutions; attend external seminars and briefings that will assist them individually. • Developing our people and the workforce of tomorrow; and • Ongoing review and monitoring of external risk factors, EVAL UATION considering their impact on growth, particularly in international markets. The JLR plc Board continuously assesses its effectiveness in the following areas: • The flow and quality of information to the JLR plc Board; HO W W E D I V I D E U P O U R R E S P O N S I B I L I T I E S • The decision-making process and culture; and Chairman of the JLR plc Board • The outcome of the decisions made by the JLR plc Board. Responsible for leading the JLR plc Board, its effectiveness and governance. Also sets the agenda to take full account of the The JLR plc Board and Audit Committee also provided direct feedback issues and concerns of the directors and ensures effective links to management committees during the year. between external stakeholders, the Board and management. Non-executive directors Constructively challenge the Chief Executive Officer and monitor the delivery of the Group strategy within the risk and controls environment set by the JLR plc Board. Chief Executive Officer Responsible for the day-to-day leadership, management and control of the Group, for recommending the Group strategy to the JLR plc Board, and implementing the Group strategy and decisions of the JLR plc Board.
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JAGUAR LAND ROVER AUTOMOTIVE PLC ST R AT E G I C R E P O RT | GOVERNANCE | F I N A N C I A L STAT E M E N TS 93 A N N U A L R E P O RT 2 0 1 7 / 1 8 A C C OUNTABILIT Y A U D I T C O M M I T T E E Composition of the Audit Committee: External audit Andrew Robb, Chairman We reviewed the significant audit issues with the external auditor Nasser Munjee and how they have been addressed in the financial statements. P. B. Balaji We also evaluated the external auditor by reviewing the firm’s independence, its internal quality control procedures and any Role of the Audit Committee material issues raised by the most recent quality control or peer • Monitors the integrity of the financial statements, including the review of the audit firms. This included the findings of any enquiry review of significant financial reporting issues and judgements or investigation carried out by government or professional bodies alongside the findings of the external auditor. with respect to one or more independent audits performed by the external auditor within the last five years. • Oversees the relationship with the external auditor, external audit process, nature and scope of the external audit and the As disclosed in last year’s report, the external audit was put out to appointment, effectiveness, independence and fees of the a competitive tender. KPMG LLP were appointed as Group auditors external auditor. following a robust tender process during 2017. The transition from • Monitors and reviews the effectiveness of Corporate Audit, ensuring Deloitte to KPMG went smoothly. We thank Deloitte for their services coordination with the activities of the external auditor. over the last nine years. John Leech, KPMG’s Audit Partner, is currently in his first year of office as auditor. Section 139(2) of the Indian • Reviews the effectiveness of the Group’s systems for internal Companies Act, 2013, mandates that all listed companies rotate financial control, financial reporting and risk management. their auditors once the auditor has served as an auditor for a period of 10 or more consecutive years. Under these regulations, the Group Main activities of the Audit Committee during the year will be required to retender the audit by no later than 2027 and the Financial reporting Committee will keep the external auditor tender under review and During the year, we as the Audit Committee met with the external act in accordance with any changes in regulations and best practice auditor and management as part of the Fiscal 2017/18 annual relating to the tenure of the external auditor. and quarterly reporting approval process a total of five times. We reviewed the draft financial statements and considered a number To help safeguard KPMG’s objectivity, independence and effectiveness, the of supporting papers. This included reviewing information presented Group has a non-audit services policy which sets out the circumstances by management on significant accounting judgements to ensure all and financial limits within which the external auditor may be permitted issues raised have been properly dealt with; reviewing presentation to provide certain non-audit services. This policy sets a presumption and disclosure to ensure adequacy, clarity and completeness; that KPMG should only be engaged for non-audit services where there is reviewing the documentation prepared to support the going concern an obvious and compelling reason to do so (for example, their skills and statement given on page 109; and reviewing external audit reports. experience or ability to provide the services) and provided such work does The key matters considered in the year were: review of the Group’s not impair their independence or objectivity and has no impact on the impairment assessment for Fiscal 2017/18; review of the Group’s audited financial statements. It prohibits KPMG from providing certain transition projects for IFRS 9 and IFRS 16; the issuance of debt; services, including legal, valuation, actuarial and internal audit. The Audit accounting for the changes in the Group’s Defined Benefit pension Committee approves all non-audit services before they are performed. scheme; and contractual and regulatory provision requirements. Non-audit fees paid to KPMG (2017: Deloitte) in the year totalled Internal controls £0.8 million (2017: £1.0 million), representing 19 per cent We reviewed the effectiveness of financial reporting, internal (2017: 19 per cent) of the fees paid for audit and audit-related control over financial reporting and risk management procedures assurance services. within the Group, with particular regard given to compliance with the provisions of section 404 of the Sarbanes-Oxley Act and other Corporate Audit relevant regulations. The reviews also considered any potential During the year, we regularly reviewed the adequacy of the Corporate material weaknesses or significant deficiencies in the design or Audit function, the Corporate Audit charter, staffing and seniority operation of the Group’s internal control over financial reporting, of the official heading the function, reporting structure, budget, which are reasonably likely to adversely affect the Group’s ability to coverage and the frequency of corporate audits, the structure of record, process and report financial data. We receive reports from Corporate Audit and approval of the audit plan. the external auditor, Business Assurance and Corporate Audit with respect to these matters. We also met with Corporate Audit and the external auditor on a one-to-one basis twice during the year. This forms an important part of our consideration and control, ensuring that they have an open and direct forum with the Audit Committee.
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JAGUAR LAND ROVER AUTOMOTIVE PLC ST R AT E G I C R E P O RT | GOVERNANCE | F I N A N C I A L STAT E M E N TS 94 A N N U A L R E P O RT 2 0 1 7 / 1 8 DIS CLO S U R E C O M M I T T E E Composition of the Disclosure Committee: • Reviewed areas of key management judgement and significant Chief Financial Officer and his direct reports transactions, including their presentation and disclosure in both the quarterly and annual financial statements Matters considered during the year • Reviewed new disclosures in both the quarterly and annual financial • Reviewed and updated the terms of reference of the Committee statements for appropriateness • Reviewed the audit and control findings from the external auditor • Considered the impact of new accounting standards on the Group R E M U N E R AT I O N C O M M I T T E E Composition of the Remuneration Committee: • Retirement benefits. The Group has a number of defined benefit Andrew Robb, Chairman pension schemes that are closed to new employees. Executives Natarajan Chandrasekaran who are members of these schemes will continue to accrue (appointed 26 April 2017) benefits, but most executives now either have defined contribution provisions or elect to receive a cash allowance in lieu of retirement In addition to the Committee members, the Chief Executive benefits. The cash allowance is at the same level as the equivalent Officer is invited to attend meetings, except where there is a defined contribution provision. conflict of interest. The Remuneration Committee is supported • Other benefits. Executives are eligible to participate in the Group’s by the Executive Director, Human Resources & Global Purchasing management car programme, medical arrangements, and life and the HR Director, Global Reward & Mobility. insurance and disability plans. Role of the Remuneration Committee Performance-related elements: • Sets and monitors the strategy and policy for the remuneration • Annual bonus. The Global Bonus Plan is designed to reward of the Board of Management and other senior executives achievement of short-term financial and strategic measures to (‘the executives’) support the Group’s strategy. Performance is measured against • Determines the design and eligibility for annual and long-term quantifiable one-year financial and operational targets. incentive plans (LTIPs) for executives and approves payments • Long-term incentive. The new LTIP introduced in 2016 is designed under the plans to reward and encourage alignment with the Group’s long-term • Determines performance measures and targets for any sustainable growth strategy. Performance is measured over a three-performance-related incentive plans year period against a balanced scorecard of quantifiable financial and operational targets aligned to long-term growth. The previous • Oversees any major changes in remuneration LTIP was a phantom share plan with a three-year vesting period based on the Group’s financial performance and linked to the share Remuneration policy price of Tata Motors Limited. The remuneration policy is designed to attract, retain and motivate executives of the highest quality, encouraging them to deliver exceptional business performance aligned to Jaguar Land Rover’s strategy and the objective of delivering long-term sustainable growth in value. Executive remuneration consists of: Fixed elements: • Salary. Designed to recruit and retain individuals with the necessary knowledge, skills and experience to deliver the Group’s strategic objectives. Salary is reviewed annually and benchmarked against comparable roles in appropriate comparator groups (such as other UK engineering companies and European automotive companies).
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 95 ANNUAL REPORT 2017/18 EXE C U T I V E R E M U N E R AT I O N 10% 30% PBT EBIT1 growth There is clear linkage between Cash flow Cash flow Jaguar Land Rover business strategy Costs 30% Volume growth Quality Sustainability and the performance-related 25% Volume elements of remuneration. 25% BONUS LTIP PERFORMANCE PERFORMANCE MEASURES MEASURES 20% 25% 20% 15% Base salary 18% Base salary The overall objective is to deliver Benefits Benefits executive pay in line with a Annual bonus Annual bonus 33% LTIP 38% LTIP market median range for target performance, with enhanced 6% TARGET MAXIMUM EXECUTIVE 33% EXECUTIVE reward opportunity to reflect REMUNERATION REMUNERATION exceptional business performance. Overall remuneration is balanced, 8% with the majority linked to business 38% 26% performance and a heavier weighting on long-term performance compared to short term. INVESTO R R E L AT I O N S E N G A G E M E N T S O L E S H A R E H O L D E R C R E D I T R AT I N G A G E N C I E S Jaguar Land Rover Automotive plc (and its subsidiaries) is a wholly As at 31 March 2018, Jaguar Land Rover Automotive plc had a credit owned subsidiary of Tata Motors Limited (held through TML Holdings rating of BB+ (Stable Outlook) from S&P and Ba1 (Stable Outlook) from Pte. Ltd. (Singapore)) and the majority of the JLR plc Board also Moody’s. On 18 July 2018 Moody’s downgraded Jaguar Land Rover reside as directors on the board of Tata Motors Limited. Although we plc’s credit rating to Ba2 (Stable Outlook). We maintain regular and operate on a stand-alone, arm’s length basis, we maintain an open open dialogue with both agencies, including an in-depth annual review and collaborative strategic relationship with Tata Motors Limited and of our long-term business plans, so that an independent assessment cooperate in numerous areas, including engineering, research and of our credit profile can be represented in the market for the benefit development, and sourcing and procurement. of current and prospective investors as well as supporting any future debt issuance. B O N D I N V E STO R S As at 31 March 2018, we had approximately £3.7 billion of listed bonds outstanding (2017: £3.4 billion, 2016: £2.4 billion). We maintain regular dialogue with our bond investors through the quarterly publication of operational and financial results on the Group’s website (www.jaguarlandrover.com) supported by live broadcasts via teleconference calls. The investor relations team also attends various bond conferences, held throughout the year, where investors have the opportunity to meet with Jaguar Land Rover representatives in person to discuss recent results and other matters. 1 Please see note 3 of the financial statements on page 122 for the definition of EBIT.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 96 ANNUAL REPORT 2017/18 DIRE CTORS’ R E P O RT The directors present their report and the Research and development working on their behalf. There have not been audited consolidated financial statements of The Group is committed to an ongoing any political donations in any of the periods the Group for the year ended 31 March 2018. programme of expenditure on research and covered by these financial statements. Jaguar Land Rover Automotive plc is a public development activities as disclosed in note 11 limited company incorporated under the laws to the consolidated financial statements on Going concern of England and Wales. The business address page 127. The Group’s business activities, together of the directors and senior management of with the factors likely to affect its future the Group is Abbey Road, Whitley, Coventry, Financial instruments development, performance and position, CV3 4LF, England, United Kingdom. The disclosures required in relation to the are set out in the Strategic report. The use of financial instruments by the Group financial position of the Group is described Future developments and Company, together with details of the on pages 72 to 75. In addition, note 35 to the Future developments impacting the Group Group’s and Company’s treasury policy and consolidated financial statements includes are disclosed in the Strategic report on management, are set out in note 35 to the Group’s objectives, policies and processes pages 3 to 83. the consolidated financial statements for managing its exposures to interest rate on pages 152 to 160 and in note 53 on risk, foreign currency risk, credit risk and Dividends pages 175 to 179 of the parent company liquidity risk. Details of the Group’s financial The directors proposed a dividend of financial statements. instruments and hedging activities are also £225 million (approximately £0.15 per provided in note 35 to the consolidated ordinary share) in May 2018, which was Employee information financial statements. The JLR plc Board has paid in June 2018. (For the year ended The average number of employees within a reasonable expectation that the Group has 31 March 2017, £60 million was paid in June the Group is disclosed in note 7 to the adequate resources to continue in operational 2017 and £90 million was paid in September consolidated financial statements on existence for the foreseeable future. 2017. For the year ended 31 March 2016, page 125. Accordingly, the financial statements set out £150 million was paid in June 2016.) on pages 104 to 180 have been prepared on Apart from determining that an individual the going concern basis. Directors has the ability to carry out a particular role, Biographies of the directors currently serving the Group does not discriminate in any Events after the balance sheet date on the JLR plc Board are set out on page 87. way. It endeavours to retain employees if Full details of significant events since the they become disabled, making reasonable balance sheet date are disclosed in note 42 Directors’ indemnities adjustments to their role and, if necessary, on page 167 to the consolidated financial The Group has made qualifying third-party looking for redeployment opportunities within statements. indemnity provisions for the benefit of its the Group. The Group also ensures that directors during the year; these remain in training, career development and promotion Code of Conduct force at the date of this report. opportunities are available to all employees Directors and employees are required to irrespective of gender, race, age or disability. comply with the Jaguar Land Rover Code of Material interests in shares Conduct, which is intended to help them put Jaguar Land Rover Automotive plc is a wholly Employee involvement the Group’s ethical principles into practice. owned subsidiary of Tata Motors Limited, held Details of how the Group involves its The Code of Conduct clarifies the basic through TML Holdings Pte. Ltd. (Singapore). employees are contained in the Strategic principles and standards they are required to report on pages 3 to 83, which are follow and the behaviour expected of them. Share capital incorporated by reference into this report. The Code of Conduct can be found at Share capital remains unchanged. See note 29 www.jaguarlandrover.com. to the consolidated financial statements on Political involvement and contributions page 145 for further details. The Group respects an employee’s right Employees, contract staff, third parties with to use their own time and resources to whom the Group has a business relationship Corporate Governance Statement participate as individual citizens in political (such as retailers, suppliers and agents), and The Corporate Governance Statement is set and governmental activities of their choice. any member of the public may raise ethical out on pages 86 to 97 and is incorporated by The Group itself operates under legal and compliance concerns to the Group’s reference into this report. limitations on its ability to engage in political global helpline or via group.compliance@ activities and, even where there are no legal jaguarlandrover.com. Branches restrictions, the Group does not typically The Group has 11 branches that exist and make contributions to political candidates Slavery and human trafficking statement operate outside of the UK, based in Singapore, or political parties, or permit campaigning on Pursuant to section 54 of the Modern Slavery China and the United Arab Emirates. its property by political candidates (including Act 2015, the Group has published a slavery those who work for the Group) or persons and human trafficking statement for the
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 97 ANNUAL REPORT 2017/18 year ended 31 March 2018. The statement parent company and of their profit or loss for Statement of disclosure of information sets out the steps that the Group has taken that period. In preparing each of the Group to auditors to address the risk of slavery and human and parent company financial statements, the In the case of each of the persons who trafficking occurring within its own operations directors are required to: are directors at the time when the report and its supply chains. This statement can • Select suitable accounting policies and then is approved under section 418 of the be found on the corporate website at apply them consistently; Companies Act 2006, the following applies: www.jaguarlandrover.com. so far as the directors are aware, there is • Make judgements and estimates that are no relevant audit information of which the Whistle-blowing policy reasonable, relevant and reliable; Group’s auditor is unaware; and the directors The Group’s whistle-blowing policy encourages • State whether they have been prepared in have taken necessary actions in order to employees to report, in confidence and accordance with IFRSs as adopted by the EU; make themselves aware of any relevant audit anonymously if preferred, concerns about information and to establish that the Group’s suspected impropriety or wrongdoing in • Assess the Group and parent company’s auditor is aware of that information. any matters affecting the business. An ability to continue as a going concern, independent hotline exists to facilitate this disclosing, as applicable, matters related to Auditor process. Any matters reported are thoroughly going concern; and A resolution to reappoint KPMG LLP as auditor investigated and escalated to the Committee. • Use the going concern basis of accounting of the Group is to be proposed at the 2018 unless they either intend to liquidate the Tata Motors Limited Annual General Meeting. Diversity policy Group or the parent company or to cease Diversity management continues to form a operations, or have no realistic alternative Acknowledgement core part of the Group’s business strategy. but to do so. The directors wish to convey their We rely on the diversity of our employees appreciation to all employees for their to form the foundation of a strong and The directors are responsible for keeping continued commitment, effort and dynamic company. See pages 44 to 45 for adequate accounting records that are contribution in supporting the delivery of the further details. sufficient to show and explain the parent Group’s record performance. The directors company’s transactions and disclose with would also like to extend their thanks to all Greenhouse gas emissions reasonable accuracy at any time the financial other key stakeholders for their continued The Group is committed to reducing position of the parent company and enable support of the Group and their confidence in greenhouse gas emissions and continues to them to ensure that its financial statements its management. invest heavily in this activity. See page 42 for comply with the Companies Act 2006. They further details. are responsible for such internal control as The Annual Report on pages 1 to 83 was they determine is necessary to enable the approved by the JLR plc Board and authorised Statement of directors’ responsibilities in preparation of financial statements that are for issue on 24 July 2018 and signed on its respect of the directors’ report and the free from material misstatement, whether behalf by: financial statements due to fraud or error, and have general The directors are responsible for preparing responsibility for taking such steps as are the Annual Report and the Group and parent reasonably open to them to safeguard the company financial statements in accordance assets of the Group and to prevent and detect with applicable law and regulations. PROF. DR. RALF D. SPETH fraud and other irregularities. CHIEF EXECUTIVE OFFICER Company law requires the directors to JAGUAR LAND ROVER AUTOMOTIVE PLC Under applicable law and regulations, the 24 JULY 2018 prepare Group and parent company financial directors are also responsible for preparing a statements for each financial year. Under that Strategic Report and a Directors’ Report that law the directors have elected to prepare the complies with that law and those regulations. Group financial statements in accordance with International Financial Reporting The directors are responsible for the Standards as adopted by the EU (IFRSs as maintenance and integrity of the corporate adopted by the EU) and applicable law, and and financial information included on the have elected to prepare the parent company Company’s website. Legislation in the UK financial statements on the same basis. governing the preparation and dissemination Under company law the directors must not of financial statements may differ from approve the financial statements unless they legislation in other jurisdictions. are satisfied that they give a true and fair view of the state of affairs of the Group and
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98 JAGUAR L AND ROVER AUTOMOTIVE PLC ANNUAL REPORT 2017/18 STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 99 FINANCIAL I N T H I S S E C T I O N Independent Auditor’s report to the members of Jaguar Land Rover Automotive Plc 100 STAT E M E N TS Consolidated financial statements 104 Consolidated income statement 104 Consolidated statement of comprehensive income/(expense) 105 Consolidated balance sheet 106 Consolidated statement of changes in equity 107 Consolidated cash flow statement 108 Notes to the consolidated financial statements 109 Parent company financial statements 168 Parent company balance sheet 168 Parent company statement of changes in equity 169 Parent company cash flow statement 170 Notes to the parent company financial statements 171
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 100 ANNUAL REPORT 2017/18 INDEP E N D E N T A U D I TO R ’ S R E P O RT TO T H E M E M B E R S O F J A G U A R L A N D R OV E R A U TO M OT I V E P LC 1 O U R O P I N I O N I S U N M O D I F I E D of the financial statements as a whole, and in forming We have audited the financial statements of Jaguar our opinion thereon, and we do not provide a separate Land Rover Automotive plc (“the Company”) for the year opinion on these matters. In arriving at our audit opinion ended 31 March 2018 which comprise the Consolidated above, the key audit matters, in decreasing order of audit Income Statement, Consolidated Statement of significance, were as follows: Comprehensive Income, Consolidated Balance Sheet, Consolidated Statement of Changes in Equity, Revenue deductions for incentives anticipated on Consolidated Cash Flow Statement, and the related vehicles sold notes, including the accounting policies in note 2. Refer to page 110, Use of Estimates and Judgements (accounting policy). In our opinion: • the financial statements give a true and fair view of the Subjective estimate state of the Group’s and of the parent company’s affairs The Company has to make its best estimate of the as at 31 March 2018 and of the Group’s profit for the expected incentives due on each vehicle not yet retailed year then ended; by the dealer. This requires the Company to consider the time expected for the vehicle to sell, the anticipated • the group financial statements have been properly market conditions at the expected date of retail and prepared in accordance with International Financial therefore the level of incentive due. Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU); Our procedures included: • the parent company financial statements have been • Control operation: testing the management review properly prepared in accordance with IFRSs as adopted control over the estimated revenue deductions, including: by the EU and as applied in accordance with the inspecting the internal and external factors taken into provisions of the Companies Act 2006; and consideration in setting the expected level of incentive due in each territory, such as stock holdings by model, • the financial statements have been prepared in accordance market share and competitor pricing; inspecting the with the requirements of the Companies Act 2006. company’s retrospective review of the accuracy of previous revenue reductions made at 30 September Basis for opinion 2017; We also assessed the control where the company We conducted our audit in accordance with International vouched the relevant data elements used to estimate Standards on Auditing (UK) (“ISAs (UK)”) and applicable the revenue deductions back to source documentation; law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and • Our sector experience: evaluating assumptions used, in are independent of the Group in accordance with, UK particular those relating to forecast demand in the UK, ethical requirements including the FRC Ethical Standard USA, China and Germany; and as applied to listed entities. We believe that the audit • Test of detail: recalculating the stock accrual for a evidence we have obtained is a sufficient and appropriate sample of vehicle wholesales using approved sales basis for our opinion. campaign documentation at year end and challenging management on the expected incentives required to 2 K E Y A U D I T M AT T E R S : O U R clear inventory held after the expiry of the approved A S S E S S M E N T O F R I S K S sales campaign documentation. O F M AT E R I A L M I S STAT E M E N T Key audit matters are those matters that, in our Valuation of long-life intangible assets professional judgement, were of most significance in (£6,763 million Intangible assets; 2017: £6,167 million) the audit of the financial statements and include the Refer to page 114, Impairment (accounting policy) and most significant assessed risks of material misstatement page 138, Impairment testing (financial disclosures). (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit Forecast-based valuation strategy; the allocation of resources in the audit; and The Group holds a significant amount of long-life intangibles directing the efforts of the engagement team. These assets on its balance sheet which are tested annually for matters were addressed in the context of our audit impairment. The Group performs this assessment using
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 101 ANNUAL REPORT 2017/18 certain assumptions including forecast cash flows, long- in parts; validation of formulae used in the warranty term growth rate and discount rate. spreadsheet; management review control of the relevant internal and external factors impacting the provision; and There is a risk of an impairment due to optimistic retrospective review control on new models assessing expectations of future sales volumes and/or gross margins. management bias in previous periods; Further, there is a risk that changing technology plans (e.g. • Re-performance: Recalculating the warranty provision electrification) and industry trends (e.g. reducing diesel sales) at year end in order to validate the Company’s model are not properly considered in the impairment calculations. and appropriate application of Company methodology. Our procedures included: Consider the sensitivity of key judgements required by • Control operation: assessing the management review the Company policy and relevant internal and external control over the cash flow forecasts including inspecting factors impacting the provision; and the internal and external factors taken into consideration • Our sector experience: Inspecting recalls by competitors in preparing the forecasts. We also assessed the control and other external data to search for unrecorded campaigns. over the retrospective review of the accuracy of previous annual budgets which identifies areas for forecasting Valuation of pension liabilities improvement. We also assessed the control where the (£8,320 million, Defined benefit obligation; company vouched the relevant data elements within the 2017: £9,969 million) cash flow forecasts back to source documentation; Refer to page 116, Defined benefit obligation estimate • Benchmarking assumptions: comparing the Group’s (accounting policy) and page 146, Defined benefit discount rate and long-term growth rate calculation to obligation (financial disclosures). external benchmark data and comparator companies Subjective valuation and reperformed the discount rate calculation using the Small changes in the assumptions and estimates used to CAPM model; value the Group’s pension obligation (before deducting • Sensitivity analysis: Performing a sensitivity analysis over scheme assets) would have a significant effect on the reasonably possible combination of changes in the the Group’s net pension deficit. The risk is that these forecasts and compare to the post year end results for assumptions are inaccurate in the context of the UK FY 19; and macroeconomic environment and company-specific factors • Comparing valuations: Reperforming the Group’s resulting in an inappropriate valuation of scheme liabilities. reconciliation of the net present value of the discounted Our procedures included: cash flows to market valuations; • Control operation: testing the controls over the Completeness and accuracy of warranty provisions assumptions applied in the valuation including inspecting (£1,593 million Product Warranty; 2017: £1,390 million) the Company’s: annual validation of the assumptions Refer to page 115, Product warranties estimate used by its actuarial expert including discount rate, (accounting policy) and page 143, Product warranty inflation rate, expected growth in earnings and mortality (financial disclosures). assumptions; selection and monitoring of its actuarial expert for competence and objectivity; and annual Subjective estimate validation of the data sent to its actuarial expert, including The Group provides a manufacturing warranty over new member data, contributions and changes in scheme rules vehicles for which it makes an estimated provision at including benefits; the point of sale. This estimate is based on historical • Benchmarking assumptions: challenging, with the claims data. The specific risks are that the Group fails to support of our own actuarial specialists, the key recognise a provision for a significant emerging warranty assumptions applied, being the discount rate, inflation issue and its estimate for expected warranty on new rate and mortality/life expectancy against externally models is inaccurate. derived data; Our procedures included: • Test of detail: vouching data sent data sent to the • Control operation: testing the controls over the actuarial expert to source documents including payroll assumptions applied in arriving at the warranty provision, and HR sources; and particularly, inspecting the Company’s vouching of • Assessing transparency: Considering the adequacy relevant data elements within provision calculation of the group’s disclosures in respect of the sensitivity including cost per unit, volumes and unrealised profit of the deficit to these assumptions.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 102 ANNUAL REPORT 2017/18 Recoverability of parent’s debt due from group entities The remaining 9% of total group revenue, 2% of the total (£4,314 million; 2017: £3,788 million) profits and losses that made up group profit before tax Refer to page 117, Financial instruments (accounting and 2% of total group assets is represented by 18 reporting policy) and page 173, Receivables from subsidiaries components, none of which individually represented (financial disclosures). more than 1.5% of any of total group revenue, group profit before tax or total group assets. For these residual Low risk, high value components, we performed analysis at an aggregated The carrying amount of the intra-group debtor balance group level to re-examine our assessment that there were represents 72% of the parent company’s total assets. no significant risks of material misstatement within these. Their recoverability is not at a high risk of significant misstatement or subject to significant judgement. The Group team instructed component auditors as to the However, due to their materiality in the context of the significant areas to be covered, including the relevant risks parent company financial statements, this is considered detailed above and the information to be reported back. to be the area that had the greatest effect on our The Group team approved the component materialities, overall parent company audit. which ranged from £5 million to £55 million, having regard to the mix of size and risk profile of the Group across the Our procedures included: components. The work on 11 of the 13 components was • Tests of detail: Assessing 100% of group debtors to performed by component auditors and the rest, including identify, with reference to the relevant debtors’ draft the audit of the parent company, was performed by the balance sheet, whether they have a positive net asset Group team. value and therefore coverage of the debt owed, as well as assessing whether those debtor companies 4 W E H AV E N OT H I N G TO R E P O R T have historically been profit-making; and O N G O I N G C O N C E R N We are required to report to you if we have concluded • Assessing subsidiary audits: Assessing the work performed that the use of the going concern basis of accounting by the subsidiary audit team, and considering the results is inappropriate or there is an undisclosed material of that work, on those net assets, including assessing uncertainty that may cast significant doubt over the use the liquidity of the assets and therefore the ability of the of that basis for a period of at least twelve months from subsidiary to fund the repayment of the receivable. the date of approval of the financial statements. We have nothing to report in these respects. 3 O U R A P P L I C AT I O N O F M AT E R I A L I T Y A N D A N OV E RV I E W O F T H E S C O P E 5 W E H AV E N OT H I N G TO R E P O R T O N O F O U R A U D I T Materiality for the group financial statements as a whole T H E OT H E R I N F O R M AT I O N I N T H E was set at £60 million, determined with reference to A N N U A L R E P O R T The directors are responsible for the other information a benchmark of group profit before tax of £1,536 million, presented in the Annual Report together with the financial of which it represents 3.9%. statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do Materiality for the parent company financial statements not express an audit opinion or, except as explicitly stated as a whole was set at £55 million, determined with below, any form of assurance conclusion thereon. reference to a benchmark of company total assets, of which it represents 0.9%. Our responsibility is to read the other information and, in doing so, consider whether, based on our financial We agreed to report to the Audit Committee any corrected statements audit work, the information therein is or uncorrected identified misstatements exceeding materially misstated or inconsistent with the financial £2.75 million, in addition to other identified misstatements statements or our audit knowledge. Based solely on that that warranted reporting on qualitative grounds. work we have not identified material misstatements in the other information. Of the group’s 31 reporting components, we subjected 4 to full scope audits for group purposes and 9 to specified Strategic report and directors’ report risk-focused audit procedures. The latter were not Based solely on our work on the other information: individually financially significant enough to require a full scope audit for group purposes, but did present specific • we have not identified material misstatements in the individual risks that needed to be addressed. strategic report and the directors’ report;
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 103 ANNUAL REPORT 2017/18 • in our opinion the information given in those reports A fuller description of our responsibilities is for the financial year is consistent with the financial provided on the FRC’s website at statements; and www.frc.org.uk/auditorsresponsibilities. • in our opinion those reports have been prepared in 8 T H E P U R P O S E O F O U R A U D I T WO R K accordance with the Companies Act 2006. A N D TO W H O M W E OW E 6 W E H AV E N OT H I N G TO R E P O R T O N T H E O U R R E S P O N S I B I L I T I E S This report is made solely to the Company’s members, OT H E R M AT T E R S O N W H I C H W E A R E as a body, in accordance with Chapter 3 of Part 16 of R E Q U I R E D TO R E P O R T BY E XC E P T I O N Under the Companies Act 2006, we are required to report the Companies Act 2006. Our audit work has been to you if, in our opinion: undertaken so that we might state to the Company’s members those matters we are required to state to • adequate accounting records have not been kept by the them in an auditor’s report and for no other purpose. To parent company, or returns adequate for our audit have the fullest extent permitted by law, we do not accept or not been received from branches not visited by us; or assume responsibility to anyone other than the Company • the parent company financial statements are not in and the Company’s members, as a body, for our audit agreement with the accounting records and returns; or work, for this report, or for the opinions we have formed. • certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and JOHN LEECH (SENIOR STATUTORY AUDITOR) explanations we require for our audit. for and on behalf of KPMG LLP, Statutory Auditor CHARTERED ACCOUNTANTS We have nothing to report in these respects. ONE SNOWHILL SNOW HILL QUEENSWAY 7 R E S P E C T I V E R E S P O N S I B I L I T I E S BIRMINGHAM B4 6GH Directors’ responsibilities 24 JULY 2018 As explained more fully in their statement set out on page 97, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; 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; assessing the Group and parent 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 they either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities 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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 104 ANNUAL REPORT 2017/18 C ONS OLID ATED F I N A N C I A L STAT E M E N TS C ONS OLID AT E D I N C O M E STAT E M E N T For the year ended 31 March 2018 2017 2016 Note £m £m £m Revenue 5 25,786 24,339 22,286 Material and other cost of sales excluding exceptional item (16,328) (15,071) (13,405) Exceptional item 4 1 151 (157) Material and other cost of sales 6 (16,327) (14,920) (13,562) Employee cost 7, 11 (2,722) (2,490) (2,321) Employee cost – pension past service credit 32 437 – –Other expenses 10, 11 (5,846) (5,376) (4,674) Engineering costs capitalised 11 1,610 1,426 1,242 Other income 420 379 128 Depreciation and amortisation (2,075) (1,656) (1,418) Foreign exchange gain/(loss) and fair value adjustments 48 (216) (136) Finance income 12 33 33 38 Finance expense (net) 12 (80) (68) (90) Share of profit of equity accounted investments 15 252 159 64 Profit before tax 13 1,536 1,610 1,557 Income tax excluding tax on exceptional item (403) (292) (293) Tax on exceptional item – (46) 48 Income tax expense 14 (403) (338) (245) Profit for the year 1,133 1,272 1,312 Attributable to: Owners of the Company 1,131 1,272 1,312 Non-controlling interests 2 – –
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 105 ANNUAL REPORT 2017/18 C ONS OLID AT E D STAT 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 / ( E X P E N S E ) For the year ended 31 March 2018 2017 2016 Note £m £m £m Profit for the year 1,133 1,272 1,312 Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit obligation 32 546 (895) 489 Income tax related to items that will not be reclassified 14, 20 (89) 143 (113) 457 (752) 376 Items that may be reclassified subsequently to profit or loss: Gain/(loss) on cash flow hedges (net) 35 2,423 (1,766) 55 Currency translation differences (4) 34 (1) Income tax related to items that may be reclassified 14, 20 (458) 329 (18) 1,961 (1,403) 36 Other comprehensive income/(expense) net of tax 2,418 (2,155) 412 Total comprehensive income/(expense) attributable to shareholders 3,551 (883) 1,724 Attributable to: Owners of the Company 3,549 (883) 1,724 Non-controlling interests 2 – –
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 106 ANNUAL REPORT 2017/18 C ONS OLID AT E D B A L A N C E S H E E T For the year ended 31 March 2018 2017 2016 Note £m £m £m Non-current assets Equity accounted investments 15 516 475 339 Other financial assets 16 414 270 185 Property, plant and equipment 17 7,417 5,885 5,175 Intangible assets 18 6,763 6,167 5,497 Other non-current assets 19 87 80 45 Deferred tax assets 20 413 511 354 Total non-current assets 15,610 13,388 11,595 Current assets Cash and cash equivalents 21 2,626 2,878 3,399 Short-term deposits and other investments 2,031 2,609 1,252 Trade receivables 1,612 1,273 1,078 Other financial assets 16 494 218 137 Inventories 23 3,767 3,464 2,685 Other current assets 19 630 517 411 Current tax assets 10 3 10 Total current assets 11,170 10,962 8,972 Total assets 26,780 24,350 20,567 Current liabilities Accounts payable 24 7,614 6,508 5,758 Short-term borrowings 25 652 179 116 Other financial liabilities 26 1,189 2,139 962 Provisions 27 758 644 555 Other current liabilities 28 547 490 427 Current tax liabilities 160 144 57 Total current liabilities 10,920 10,104 7,875 Non-current liabilities Long-term borrowings 25 3,060 3,395 2,373 Other financial liabilities 26 281 1,399 817 Provisions 27 1,055 988 733 Retirement benefit obligation 32 438 1,461 567 Other non-current liabilities 28 454 362 204 Deferred tax liabilities 20 584 60 384 Total non-current liabilities 5,872 7,665 5,078 Total liabilities 16,792 17,769 12,953 Equity attributable to shareholders Ordinary share capital 29 1,501 1,501 1,501 Capital redemption reserve 29 167 167 167 Reserves 30 8,312 4,913 5,946 Total equity attributable to shareholders 9,980 6,581 7,614 Non-controlling interests 8 — Total equity 9,988 6,581 7,614 Total liabilities and equity 26,780 24,350 20,567 These consolidated financial statements were approved by the Board and authorised for issue on 24 July 2018. They were signed on its behalf by: PROF. DR. RALF D. SPETH CHIEF EXECUTIVE OFFICER COMPANY REGISTERED NUMBER: 06477691
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 107 ANNUAL REPORT 2017/18 C ONS OLID AT E D STAT E M E N T O F C H A N G E S I N E Q U I T Y Ordinary Capital Equity Non-share redemption attributable to controlling Total capital reserve Reserves shareholders interests equity £m £m £m £m £m £m Balance at 1 April 2017 1,501 167 4,913 6,581 – 6,581 Profit for the year – – 1,131 1,131 2 1,133 Other comprehensive income for the year – – 2,418 2,418 – 2,418 Total comprehensive income – – 3,549 3,549 2 3,551 Dividend – – (150) (150) – (150) Acquisition of non-controlling interest – – – – 11 11 Distribution to non-controlling interest – – – – (5) (5) Balance at 31 March 2018 1,501 167 8,312 9,980 8 9,988 Balance at 1 April 2016 1,501 167 5,946 7,614 – 7,614 Profit for the year – – 1,272 1,272 – 1,272 Other comprehensive expense for the year – – (2,155) (2,155) – (2,155) Total comprehensive expense – – (883) (883) – (883) Dividend – – (150) (150) – (150) Balance at 31 March 2017 1,501 167 4,913 6,581 – 6,581 Balance at 1 April 2015 1,501 167 4,372 6,040 – 6,040 Profit for the year – – 1,312 1,312 – 1,312 Other comprehensive income for the year – – 412 412 – 412 Total comprehensive income – – 1,724 1,724 – 1,724 Dividend – – (150) (150) – (150) Balance at 31 March 2016 1,501 167 5,946 7,614 – 7,614
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 108 ANNUAL REPORT 2017/18 C ONS OLID AT E D C A S H F LO W STAT E M E N T For the year ended 31 March 2018 2017 2016 Note £m £m £m Cash flows generated from operating activities Cash generated from operations 39 3,064 3,291 3,722 Dividends received 15 206 68 –Income tax paid (312) (199) (166) Net cash generated from operating activities 2,958 3,160 3,556 Cash flows used in investing activities Investment in equity accounted investments 15 – (12) –Purchases of other investments 15 (25) (1) –Investment in other restricted deposits (26) (32) (30) Redemption of other restricted deposits 16 51 27 Movements in other restricted deposits (10) 19 (3) Investment in short-term deposits and other investments (5,493) (5,097) (4,147) Redemption of short-term deposits and other investments 6,016 3,797 3,961 Movements in short-term deposits and other investments 523 (1,300) (186) Purchases of property, plant and equipment 39 (2,135) (1,584) (1,422) Proceeds from sale of property, plant and equipment – 1 –Net cash outflow relating to intangible asset expenditure 39 (1,614) (1,473) (1,384) Finance income received 33 33 40 Acquisition of subsidiaries (net of cash acquired) 37 6 – (11) Net cash used in investing activities (3,222) (4,317) (2,966) Cash flows generated from /(used in) financing activities Finance expenses and fees paid (158) (150) (142) Proceeds from issuance of short-term borrowings 543 488 551 Repayment of short-term borrowings (546) (443) (599) Proceeds from issuance of long-term borrowings 373 857 –Repayment of long-term borrowings – (57) (58) Payments of lease obligations (4) (4) (5) Distributions to non-controlling interests (5) – –Dividends paid 31 (150) (150) (150) Net cash generated from/(used in) financing activities 53 541 (403) Net (decrease)/increase in cash and cash equivalents (211) (616) 187 Cash and cash equivalents at beginning of year 21 2,878 3,399 3,208 Effect of foreign exchange on cash and cash equivalents (41) 95 4 Cash and cash equivalents at end of year 21 2,626 2,878 3,399
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 109 ANNUAL REPORT 2017/18 NOT E S TO T H E C O N S O L I D AT E D F I N A N C I A L STAT E M E N TS 1 B A C KG R O U N D A N D O P E R AT I O N S Jaguar Land Rover Automotive plc (‘the Company’) and its subsidiaries are collectively referred to as ‘the Group’ or ‘JLR’. The Company is a public limited company incorporated and domiciled in the United Kingdom. The address of its registered office is Abbey Road, Whitley, Coventry, CV3 4LF, England, United Kingdom. The Company is a subsidiary of Tata Motors Limited, India and acts as an intermediate holding company for the Jaguar Land Rover business. The principal activity during the year was the design, development, manufacture and marketing of high-performance luxury saloons, specialist sports cars and four-wheel-drive off-road vehicles. These consolidated financial statements have been prepared in Pound Sterling (GBP) and rounded to the nearest million GBP (£ million) unless otherwise stated. Results for the year ended and as at 31 March 2016 have been disclosed solely for the information of the users. 2 A C C O U N T I N G P O L I C I E S STAT EM ENT O F C O M P L I A N C E These consolidated and parent company financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretation Committee (IFRS IC) interpretations as adopted by the European Union (EU) and the requirements of the United Kingdom Companies Act 2006 applicable to companies reporting under IFRS. The Company has taken advantage of section 408 of the Companies Act 2006 and, therefore, the separate financial statements of the Company do not include the income statement or the statement of comprehensive income of the Company on a stand-alone basis. B A SIS O F P R E PA R AT I O N The consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments which are measured at fair value. Historical cost is generally based on the fair value of the consideration given in exchange for the assets. The principal accounting policies adopted are set out below. G O ING C O N C E R N The directors have considered the financial position of the Group at 31 March 2018 (net assets of £9,988 million (2017: £6,581 million, 2016: £7,614 million)) and the projected cash flows and financial performance of the Group for at least 12 months from the date of approval of these financial statements as well as planned cost and cash improvement actions, and believe that the plan for sustained profitability remains on course. The directors have taken actions to ensure that appropriate long-term cash resources are in place at the date of signing the accounts to fund Group operations and that all debt repayments will be met. Therefore, the directors consider, after making appropriate enquiries and taking into consideration the risks and uncertainties facing the Group, that the Group has adequate resources to continue in operation as a going concern for the foreseeable future and is able to meet its financial covenants linked to the borrowings in place. Accordingly, the directors continue to adopt the going concern basis in preparing these consolidated and parent company financial statements. B A SIS O F C O N S O L I D AT I O N Subsidiaries The consolidated financial statements include Jaguar Land Rover Automotive plc and its subsidiaries. Subsidiaries are entities controlled by the Company. Control exists when the Company has power over the investee, is exposed or has rights to variable return from its involvement with the investee, and has the ability to use its power to affect its returns. In assessing control, potential voting rights that currently are exercisable are taken into account, as well as other contractual arrangements that may influence control. All subsidiaries of the Group given in note 43 to the parent company financial statements are included in the consolidated financial statements. Intercompany transactions and balances including unrealised profits are eliminated in full on consolidation.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 110 ANNUAL REPORT 2017/18 2 A C C O U N T I N G P O L I C I E S (continued) Joint ventures and associates (equity accounted investments) Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement and requiring unanimous consent for decisions about the relevant activities of the entity, being those activities that significantly affect the Group’s returns. Associates are those entities in which the Group has significant influence, but not control or joint control. Significant influence is the power to participate in the financial and operating policy decisions of the investee and is presumed to exist when the Group holds between 20 and 50 per cent of the voting power of the investee. Joint ventures and associates are accounted for using the equity method and are recognised initially at cost. The Group’s investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The consolidated financial statements include the Group’s share of the income and expenses, other comprehensive income, and equity movements of equity accounted investments, from the date that joint control or significant influence commences until the date that joint control or significant influence ceases. When the Group’s share of losses exceeds its interest in an equity accounted investment, the carrying amount of that interest (including any long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee. When the Group transacts with a joint venture or associate of the Group, profits and losses are eliminated to the extent of the Group’s interest in its joint venture or associate. Dividends received are recognised when the right to receive payment is established. U S E O F E S T I M AT E S A N D J U D G E M E N T S The preparation of financial statements in conformity with IFRS requires the use of judgements, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Those that are significant to the Group are discussed separately below. Judgements In the process of applying the Group’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the consolidated financial statements: Revenue from multiple element arrangements: Where a contractual arrangement consists of two or more separate elements that have value to a customer on a stand-alone basis, revenue is recognised for each element as if it were an individual contract. The total contract consideration is allocated between the separate elements. Sales of bundled offers generally involve service plans and data connectivity contracts with the vehicle. For offers that cannot be separated into identifiable components, revenues are recognised in full over the life of the contract. The Group makes judgements on what components can be separated and the appropriate margin used to defer that component (cost plus basis). Refer to note 5. Assessment of cash-generating units: The Group has determined that there is one cash-generating unit. This is on the basis that there are no smaller groups of assets that can be identified with certainty which generate specific cash flows that are independent of the inflows generated by other assets or groups of assets. Refer to note 18. Alternative performance measures (APMs): Management exercises judgement in determining the adjustments to apply to IFRS measurements in order to derive APMs that provide additional useful information on the underlying trends. Refer to note 3. Capitalisation of product engineering costs: The Group undertakes significant levels of research and development activity and for each vehicle program a periodic review is undertaken. The Group applies judgement in determining at what point in a vehicle program’s life cycle the recognition criteria under IAS 38 are satisfied and estimates the proportion of central overhead allocated. E S T I M AT E S A N D A S S U M P T I O N S : The areas where assumptions and estimates are significant to the financial statements are as described below. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Impairment of intangible and tangible fixed assets: The Group tests annually whether indefinite lived intangible fixed assets have suffered any impairment. The recoverable amount of the cash-generating unit is based on the higher of value in use and the fair value less cost of disposal. Value in use is calculated from cash flow projections generally over
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 111 ANNUAL REPORT 2017/18 2 A C C O U N T I N G P O L I C I E S (continued) five years using data from the Group’s latest internal forecasts, and extrapolated beyond five years using estimated long-term growth rates. Key assumptions and sensitivities for impairment are disclosed in note 18. The Group has considered it appropriate to include additional sensitivities for the year ended 31 March 2018 for further transparency. Product warranties: The Group provides product warranties on all new vehicle sales. Provisions are generally recognised when vehicles are sold or when new warranty programs are initiated. Based on historical warranty claim experience, assumptions have to be made on the type and extent of future warranty claims and customer goodwill, as well as on possible recall campaigns. These assessments are based on experience of the frequency and extent of vehicle faults and defects in the past. In addition, the estimates also include assumptions on the amounts of potential repair costs per vehicle and the effects of possible time or mileage limits. The provisions are regularly adjusted to reflect new information. Refer to note 27. The Group also has back-to-back contractual arrangements with its suppliers in the event that a vehicle fault is proven to be a supplier’s fault. Estimates are made of the expected reimbursement claims based upon historical levels of recoveries by supplier, adjusted for inflation and applied to the population of vehicles under warranty at the balance sheet date. Supplier reimbursement claims are presented as separate assets in note 16. Retirement benefit obligation: The present value of the post-employment benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost/(income) for pensions include the discount rate, inflation and mortality assumptions. Any changes in these assumptions will impact upon the carrying amount of post-employment benefit obligations. Key assumptions and sensitivities for post-employment benefit obligations are disclosed in note 32. Variable marketing expense: The Group accrues for the estimated incentives required to be paid to dealers to retail vehicles previously wholesaled. Estimates are revised on a monthly basis and reflect both historical experience, competitor pricing, ageing of vehicles and local market conditions. Uncertain tax provisions: Tax provisions are recognised for uncertain tax positions where a risk of an additional tax liability has been identified and it is probable that the Group will be required to settle that tax. Measurement is dependent on management’s expectations of the outcome of decisions by tax authorities in the various tax jurisdictions in which the Group operates. This is assessed on a case-by-case basis using in-house experts, professional firms and previous experience. REVEN U E R E C O G N I T I O N Revenue comprises the amounts invoiced to customers outside the Group and is measured at the fair value of the consideration received or receivable, net of discounts, sales incentives, dealer bonuses and rebates granted, which can be identified at the point of wholesale. Revenue is presented net of excise duty, where applicable, and other indirect taxes. Revenue is recognised when the risks and rewards of ownership have been transferred to the customer and the amount of revenue can be reliably measured with it being probable that future economic benefits will flow to the Group. The transfer of the significant risks and rewards are defined in the underlying agreements with the customer. The Group also engages in bill-and-hold arrangements. These are contractual arrangements with customers where JLR retains physical possession of the goods until they are later transferred to the customer. This is typically when vehicles are wholesaled to the Group’s retailers but are retained within vehicle holding compounds until the retailer requires for the vehicle to be called to their premises. To comply with IAS 18, it must be demonstrated that the customer has taken title, that it is probable that delivery will be made, that the goods are on hand, identified and ready for delivery, that the customer has acknowledged the deferral of delivery and that usual payment terms apply. No sale is recognised where, following disposal of significant risks and rewards, the Group retains a significant financial interest. The Group’s interest in these items is retained in inventory, with a creditor being recognised for the contracted buyback price. Income under such agreements, measured as the difference between the initial sale price and the buyback price, is recognised on a straight-line basis over the term of the agreement. The corresponding costs are recognised over the term of the agreement based on the difference between the item’s cost, including estimated costs of resale, and the expected net realisable value.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 112 ANNUAL REPORT 2017/18 2 A C C O U N T I N G P O L I C I E S (continued) If a sale includes an agreement for subsequent servicing or maintenance, the fair value of that service is deferred and recognised as income over the relevant service period in proportion with the expected cost pattern of the agreement. Revenue as reported in the consolidated income statement is presented net of the impact of realised foreign exchange relating to derivatives hedging revenue exposures. C O S T R E C O G N I T I O N Costs and expenses are recognised when incurred and are classified according to their nature. Expenditures are capitalised, where appropriate, in accordance with the policy for internally generated intangible assets and represent employee costs, stores and other manufacturing supplies, and other expenses incurred for product development undertaken by the Group. Material and other cost of sales as reported in the consolidated income statement is presented net of the impact of realised foreign exchange relating to derivatives hedging cost exposures. GO VERN M E NT G R A N T S A N D I N C E N T I V E S Government grants are recognised when there is reasonable assurance that the Group will comply with the relevant conditions and the grant will be received. Government grants are recognised in the consolidated income statement, either on a systematic basis when the Group recognises, as expenses, the related costs that the grants are intended to compensate or, immediately, if the costs have already been incurred. Government grants related to assets are deducted from the cost of the asset and amortised over the useful life of the asset. Government grants related to income are presented as an offset against the related expenditure, and government grants that are awarded as incentives with no ongoing performance obligations to the Group are recognised as other income in the period in which the grant is received. Sales tax incentives received from governments are recognised in the consolidated income statement at the reduced tax rate, and revenue is reported net of these sales tax incentives. F O REIG N C U R R E N C Y The Company has a functional currency of GBP. The presentation currency of the consolidated financial statements is GBP. The directors of the Company have determined that the functional currency of the UK and non-UK selling operations is GBP, being the primary economic environment that influences these operations. This is on the basis that the directors assess control as being in the UK, GBP is the currency that primarily determines sales prices and is the main currency for the retention of operating income. The functional currency of Chery Jaguar Land Rover Automotive Company Ltd., the Group’s principal joint venture, is Chinese Yuan (CNY). The functional currency of Jaguar Land Rover Slovakia s.r.o is Euro and the functional currency of Jaguar Land Rover India is INR. Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transaction. Foreign currency denominated monetary assets and liabilities are remeasured into the functional currency at the exchange rate prevailing on the balance sheet date. Exchange differences are recognised in the consolidated income statement as ‘Foreign exchange loss’. For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations (non-GBP functional currency) are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity. INC O ME TA X E S Income tax expense comprises current and deferred taxes. Income tax expense is recognised in the consolidated income statement, except when related to items that are recognised outside of profit or loss (whether in other comprehensive income or directly in equity), or where related to the initial accounting for a business combination. In the case of a business combination, the tax effect is included in the accounting for the business combination. Current income taxes are determined based on respective taxable income of each taxable entity and tax rules applicable for respective tax jurisdictions.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 113 ANNUAL REPORT 2017/18 2 A C C O U N T I N G P O L I C I E S (continued) Deferred tax assets and liabilities are recognised for the future tax consequences of temporary differences between the carrying values of assets and liabilities and their respective tax bases, and unutilised business loss and depreciation carry-forwards and tax credits. Such deferred tax assets and liabilities are computed separately for each taxable entity and for each taxable jurisdiction. Deferred tax assets are recognised to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses, depreciation carry-forwards and unused tax credits could be utilised. Deferred tax assets and liabilities are measured based on the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, and on the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. E XCEPTIO NAL I T E M The exceptional item relating to the Tianjin incident has been disclosed separately in the Consolidated Income Statement to enhance the reader’s understanding of the performance of the Group presented as EBIT and EBITDA (see note 4). PRO P E R T Y, P L A N T A N D E Q U I P M E N T Property, plant and equipment is stated at cost of acquisition or construction less accumulated depreciation and accumulated impairment, if any. Land is not depreciated. Cost includes purchase price, non-recoverable taxes and duties, labour cost and direct overheads for self-constructed assets and other direct costs incurred up to the date the asset is ready for its intended use. Interest cost incurred for constructed assets is capitalised up to the date the asset is ready for its intended use, based on borrowings incurred specifically for financing the asset or the weighted average rate of all other borrowings, if no specific borrowings have been incurred for the asset. Depreciation is charged on a straight-line basis over the estimated useful lives of the assets. Estimated useful lives of the assets are as follows: Class of property, plant and equipment Estimated useful life (years) Buildings 20 to 40 Plant, equipment and leased assets 3 to 30 Vehicles 3 to 10 Computers 3 to 6 Fixtures and fittings 3 to 20 The depreciation for property, plant and equipment with finite useful lives is reviewed at least at each year end. Changes in expected useful lives are treated as changes in accounting estimates. Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease. Freehold land is measured at cost and is not depreciated. Heritage assets are not depreciated as they are considered to have a residual value in excess of cost. Residual values are reassessed on an annual basis. Depreciation is not recorded on assets under construction until construction and installation are complete and the asset is ready for its intended use. Assets under construction include capital advances. Depreciation is not recorded on heritage assets as the Group considers their residual value to approximate their cost.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 114 ANNUAL REPORT 2017/18 2 A C C O U N T I N G P O L I C I E S (continued) IN TA NGIBL E A S S E T S Acquired intangible assets Intangible assets purchased, including those acquired in business combinations, are measured at acquisition cost, which is the fair value on the date of acquisition, where applicable, less accumulated amortisation and accumulated impairment, if any. Intangible assets with indefinite lives are reviewed annually to determine whether an indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis. For intangible assets with finite lives, amortisation is charged on a straight-line basis over the estimated useful lives of the acquired intangible assets as per the estimated amortisation periods below: Estimated amortisation period Class of intangible asset (years) Software 2 to 8 Patents and technological know-how 2 to 12 Customer-related – dealer network 20 Intellectual property rights and other intangibles 3 to indefinite The amortisation for intangible assets with finite useful lives is reviewed at least at each year end. Changes in expected useful lives are treated as changes in accounting estimates. Capital work-in-progress includes capital advances. Customer-related intangibles acquired in a business combination consist of dealer networks. Intellectual property rights and other intangibles mainly consist of brand names, which are considered to have indefinite lives due to the longevity of the brands. Internally generated intangible assets Research costs are charged to the consolidated income statement in the year in which they are incurred. Product engineering costs incurred on new vehicle platforms, engines, transmission and new products are recognised as intangible assets – when feasibility has been established, the Group has committed technical, financial and other resources to complete the development and it is probable that the asset will generate future economic benefits. The costs capitalised include the cost of materials, direct labour and directly attributable overhead expenditure incurred up to the date the asset is available for use. Interest cost incurred is capitalised up to the date the asset is ready for its intended use, based on borrowings incurred specifically for financing the asset or the weighted average rate of all other borrowings, if no specific borrowings have been incurred for the asset. Product engineering cost is amortised over the life of the related product being a period of between two and ten years. Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment loss, if any. Amortisation is not recorded on product engineering in progress until development is complete. IMPA IRMEN T Property, plant and equipment and intangible assets At each balance sheet date, the Group assesses whether there is any indication that any property, plant and equipment and intangible assets may be impaired. If any such impairment indicator exists, the recoverable amount of an asset is estimated to determine the extent of impairment, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, or earlier if there is an indication that the asset may be impaired. The estimated recoverable amount is the higher of value in use and fair value less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset (or cash-generating unit) for which the estimates of future cash flows have not been adjusted.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 115 ANNUAL REPORT 2017/18 2 A C C O U N T I N G P O L I C I E S (continued) If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the consolidated income statement. An annual impairment review for heritage assets is performed as the assets are held at cost and not depreciated and any impairment in the carrying value is recognised immediately in the consolidated income statement. Equity accounted investments: joint ventures and associates The requirements of IAS 36 Impairment of Assets are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group’s investment in a joint venture or an associate. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (the higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases. CA S H A N D C A S H E Q U I VA L E N T S Cash and cash equivalents comprise cash on hand, demand deposits and highly liquid investments with an original maturity of up to three months that are readily convertible into known amounts of cash and that are subject to an insignificant risk of changes in value. INVENT ORIE S Inventories are valued at the lower of cost and net realisable value. Cost of raw materials and consumables are ascertained on a first-in, first-out basis. Costs, including fixed and variable production overheads, are allocated to work- in-progress and finished goods, determined on a full absorption cost basis. Net realisable value is the estimated selling price in the ordinary course of business less estimated cost of completion and selling expenses. Inventories include vehicles sold subject to repurchase arrangements. These vehicles are carried at cost to the Group and are amortised in changes in stocks and work-in-progress to their residual values (i.e. estimated second-hand sale value) over the term of the arrangement. P R O V ISIONS A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are held for product warranty, legal and product liabilities, residual risks and environmental risks as detailed in note 27 to the consolidated financial statements. Supplier reimbursements are recognised as separate assets within ‘Other financial assets’. See note 16. L O N G T E R M I N C E N T I V E P L A N ( ‘ LT I P ’ ) The Group operates a share-based payment LTIP arrangement for certain employees. The scheme provides a cash payment to the employee based on a specific number of phantom shares at grant date and the share price of Tata Motors Limited at the vesting date, subject to profitability and employment conditions. These are accounted for as cash- settled arrangements, whereby a liability is recognised at fair value at the date of grant, using a Black-Scholes model. At each balance sheet date, until the liability is settled, the fair value of the liability is remeasured, with any corresponding changes in fair value recognised in the consolidated income statement. LE A S E S At the inception of a lease, the lease arrangement is classified as either a finance lease or an operating lease, based on the contractual terms and substance of the lease arrangement. Assets taken on finance lease A finance lease is recognised as an asset and a liability at the commencement of the lease, at the lower of the fair value of the asset and the present value of the minimum lease payments. Initial direct costs, if any, are also capitalised and, subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each year during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 116 ANNUAL REPORT 2017/18 2 A C C O U N T I N G P O L I C I E S (continued) Assets taken on operating lease Leases other than finance leases are operating leases, and the leased assets are not recognised on the Group’s consolidated balance sheet. Payments made under operating leases are recognised in the consolidated income statement on a straight-line basis over the term of the lease in ‘Other expenses’. EM P L OY EE B E N E F I T S Pension schemes The Group operates several defined benefit pension schemes; the UK defined benefit schemes were previously contracted out of the second state pension scheme until 5 April 2016. The assets of the plans are generally held in separate trustee-administered funds. The plans provide for a monthly pension after retirement based on salary and service as set out in the rules of each scheme. Contributions to the plans by the Group take into consideration the results of actuarial valuations. The plans with a surplus position at the balance sheet date have been limited to the maximum economic benefit available from unconditional rights to refund from the scheme or reduction in future contributions. Where the subsidiary group is considered to have a contractual obligation to fund the pension plan above the accounting value of the liabilities, an onerous obligation is recognised. The UK defined benefit schemes were closed to new joiners in April 2010. For defined benefit schemes, the cost of providing benefits is determined using the projected unit credit method, with actuarial revaluations being carried out at the end of each reporting period. Defined benefit costs are split into three categories: • Current service cost, past service cost and gains and losses on curtailments and settlements; • Net interest cost; and • Remeasurement. Remeasurement comprising actuarial gains and losses, the effect of the asset ceiling and the return on scheme assets (excluding interest) is recognised immediately in the consolidated balance sheet with a charge or credit to the consolidated statement of comprehensive income in the period in which they occur. Remeasurement recorded in the statement of comprehensive income is not recycled. Past service cost, including curtailment gains and losses, is generally recognised in profit or loss in the period of scheme amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability. The Group presents these defined benefit costs within ‘Employee cost’ in the consolidated income statement (see note 7). Separate defined contribution schemes are available to all other employees of the Group. Costs in respect of these schemes are charged to the consolidated income statement as incurred. Post-retirement Medicare scheme Under this unfunded scheme, employees of some subsidiaries receive medical benefits subject to certain limits of amount, periods after retirement and types of benefits, depending on their grade and location at the time of retirement. Employees separated from the Group as part of an Early Separation Scheme, on medical grounds or due to permanent disablement, are also covered under the scheme. The applicable subsidiaries (and therefore, the Group) account for the liability for the post-retirement medical scheme based on an annual actuarial valuation. Actuarial gains and losses Actuarial gains and losses relating to retirement benefit plans are recognised in the consolidated statement of comprehensive income in the year in which they arise. Actuarial gains and losses relating to long-term employee benefits are recognised in the consolidated income statement in the year in which they arise. Measurement date The measurement date of all retirement plans is 31 March.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 117 ANNUAL REPORT 2017/18 2 A C C O U N T I N G P O L I C I E S (continued) F I NAN CIAL I N S T R U M E N T S Classification, initial recognition and measurement A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets are classified into categories: financial assets at fair value through profit or loss (which can either be held for trading or designated as fair value options); held-to-maturity investments; loans and receivables; and available-for-sale financial assets. Financial liabilities are classified into financial liabilities at fair value through profit or loss or classified as other financial liabilities. Where the Group has received from third parties consideration in the form of convertible loan notes, these are designated as fair value through profit or loss using the fair value option. Financial instruments are recognised on the balance sheet when the Group becomes a party to the contractual provisions of the instrument. Initially, a financial instrument is recognised at its fair value. Transaction costs directly attributable to the acquisition or issue of financial instruments are recognised in determining the carrying amount, if it is not classified as at fair value through profit or loss. Subsequently, financial instruments are measured according to the category in which they are classified. Financial assets and financial liabilities at fair value through profit or loss – held for trading: Derivatives, including embedded derivatives separated from the host contract, are classified into this category. Financial assets and liabilities are measured at fair value with changes in fair value recognised in the consolidated income statement with the exception of those derivatives that are designated as cash flow hedging instruments and for which hedge accounting is applied. Held-to-maturity: Held-to-maturity assets are non-derivative financial assets with fixed or determinable payments and a fixed maturity that the Group has the intention and ability to hold to maturity and that are not classified as financial assets at fair value through profit or loss or financial assets available-for-sale and do not meet the criteria for loans and receivables. Subsequently, these are measured at amortised cost using the effective interest method less impairment losses, if any. Loans and receivables: Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and that are not classified as financial assets at fair value through profit or loss or financial assets available-for-sale. Subsequently, these are measured at amortised cost using the effective interest method less impairment losses, if any. These include cash and cash equivalents, trade receivables, finance receivables and other financial assets. Available-for-sale financial assets: Available-for-sale financial assets are those non-derivative financial assets that are either designated as such upon initial recognition or are not classified in any of the other financial assets categories. Subsequently, these are measured at fair value and changes therein are recognised in other comprehensive income, net of applicable deferred income taxes, and accumulated in the investments revaluation reserve with the exception of impairment losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary assets, which are recognised directly in profit or loss. The Group does not hold any available-for-sale financial assets. Investments in equity instruments are recognised at fair value, however, where a quoted market price in an active market is not available, equity instruments are measured at cost. Embedded derivatives relating to prepayment options on senior notes are not considered as closely related and are separately accounted unless the exercise price of these options is approximately equal on each exercise date to either the amortised cost of the senior notes or the present value of the lost interest for the remaining term of the senior notes. Equity instruments An equity instrument is any contract that evidences residual interests in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs. Other financial liabilities These are measured at amortised cost using the effective interest method.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 118 ANNUAL REPORT 2017/18 2 A C C O U N T I N G P O L I C I E S (continued) Determination of fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Subsequent to initial recognition, the Group determines the fair value of financial instruments that are quoted in active markets using the quoted bid prices (financial assets held) or quoted ask prices (financial liabilities held) and using valuation techniques for other instruments. Valuation techniques include discounted cash flow method and other valuation models. Derecognition of financial assets and financial liabilities The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expires or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. Financial liabilities are derecognised when they are extinguished, that is when the obligation is discharged, cancelled or has expired. When a financial instrument is derecognised, the cumulative gain or loss in equity (if any) is transferred to the consolidated income statement. Impairment of financial assets The Group assesses at each balance sheet date whether there is objective evidence that a financial asset, other than those at fair value through profit or loss, or a group of financial assets is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. Loans and receivables & held to maturity Objective evidence of impairment includes default in payments with respect to amounts receivable from customers, significant financial difficulty of the customer or bankruptcy. Impairment loss in respect of assets held at amortised cost is calculated as the difference between their carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate. Such impairment loss is recognised in the consolidated income statement. If the amount of an impairment loss decreases in a subsequent year, and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed. The reversal is recognised in the consolidated income statement. Equity investments A significant or prolonged decline in the fair value of the security below its cost is also evidence that the asset is impaired. If any such evidence exists, the cumulative loss (measured as the difference between the acquisition cost and the current fair value), less any impairment loss on that financial asset previously recognised in profit or loss is removed from equity and recognised in profit and loss. Impairment losses recognised in the consolidated income statement on equity instruments are not reversed through the consolidated income statement. Hedge accounting The Group uses foreign currency forward contracts, foreign currency options and borrowings denominated in foreign currency to hedge its risks associated with foreign currency fluctuations relating to highly probable forecast transactions. The Group designates these foreign currency forward contracts, foreign currency options and borrowing denominated in foreign currency in a cash flow hedging relationship by applying hedge accounting principles under IAS 39. The Group uses cross-currency interest rate swaps to convert some of its issued debt from foreign denominated fixed rate debt to GBP floating rate debt. Hedge accounting is applied using both fair value and cash flow hedging relationships. The designated risks are foreign currency and interest rate risks. These derivative contracts are stated at fair value on the consolidated balance sheet at each reporting date. Changes in the fair value of these contracts that are designated in a fair value hedge are taken to the consolidated income statement. They offset the change in fair value, attributable to the hedged risks, of the borrowings designated as
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 119 ANNUAL REPORT 2017/18 2 A C C O U N T I N G P O L I C I E S (continued) the hedge item. Changes in the fair value of the derivative contracts that are designated and effective as hedges of future cash flows are recognised in other comprehensive income (net of tax), and any ineffective portion is recognised immediately in the consolidated income statement. Amounts accumulated in other comprehensive income are reclassified to the consolidated income statement in the periods in which the forecast transactions affect profit or loss. For options, the time value is not a designated component of the hedge, and therefore all changes in fair value related to the time value of the instrument are recognised immediately in the consolidated income statement. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. For forecast or committed transactions, any cumulative gain or loss on the hedging instrument recognised in other comprehensive income is retained there until the forecast transaction impacts profit or loss. If the forecast transaction is no longer expected to occur, the net cumulative gain or loss recognised in other comprehensive income is immediately transferred and recognised in the consolidated income statement. NEW A C C O U N T I N G P R O N O U N C E M E N T S In the current year, the Group adopted the following standards, revisions and amendments to the standards and interpretations (which had a material impact upon the Group) IAS 7 has been amended to require additional disclosure to help users evaluate changes in borrowings. The amendment is effective for annual periods beginning on or after 1 January 2017 and earlier application is permitted subject to EU endorsement. The Group has included a net debt reconciliation within its disclosures following the adoption of this standard. The following pronouncements, issued by the IASB and endorsed by the EU, are not yet effective and have not yet been adopted by the Group. The Group is evaluating the impact of these pronouncements on the consolidated financial statements IFRS 9 Financial Instruments addresses the classification, measurement and recognition of financial assets and financial liabilities, introduces new rules for hedge accounting and a new impairment model for financial assets. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through other comprehensive income and fair value through profit or loss. The basis of classification depends on the entity’s business model and contractual cash flow characteristics of the financial asset. The Group has undertaken an assessment of classification and measurement and the Group does not expect a material impact on the financial statements given that equity investments which are not equity accounted are valued at fair value through profit or loss at 31 March 2018. The new impairment model requires the recognition of impairment provisions based on expected credit losses rather than only incurred credit losses as is the case under IAS 39. The Group has undertaken an assessment of the impairment provisions, especially with regards to trade receivables and has applied the simplified approach under the standard. For all principal markets, the Group operates with major financial institutions who take on the principal risks of sales to customers and consequently the Group receive full payment for these receivables between 0–30 days. Therefore the Group has concluded that there will be no material impact under the standard for remeasurement of impairment provisions under the standard. The new hedge accounting rules will align the accounting for hedging instruments more closely with the Group’s risk management practices. The Group has undertaken an assessment of their IAS 39 hedge relationships against the requirements of IFRS 9 and has concluded that the Group’s current hedge relationships will qualify as continuing hedges upon the adoption of IFRS 9. Due to the materiality of the Group’s hedge book, a full transition project has occurred during FY 18 which has resulted in substantial modifications to existing treasury processes and systems. The Group has identified a change with respect to the treatment of the cost of hedging, specifically the time value of the foreign exchange options and foreign currency basis included in the foreign exchange forwards and cross-currency interest rate swaps. The time value of foreign exchange options and the foreign currency basis included in the foreign exchange forwards and cross-currency interest rate swaps will now be recorded in a separate component of the statement of comprehensive income and consequently it is expected that there will be a reduction in the volatility of amounts reported in the income statement. Foreign exchange gains/losses for non-financial items will now be recognised as an adjustment to that non-financial item (i.e. inventory) when recorded on the consolidated balance sheet and this adjustment will be made on a prospective basis from 1 April 2018. Furthermore, it is expected this it will be possible in the future to apply hedge accounting rules to the majority of commodity hedging instruments.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 120 ANNUAL REPORT 2017/18 2 A C C O U N T I N G P O L I C I E S (continued) Under the transition rules of IFRS 9, the Group will restate comparative financial information for accounting for the time value of options and has voluntarily chosen to apply retrospectively accounting for cross-currency basis. The financial impact of this change is as follows: Change as at Change as at Change as at 31 March 2016 31 March 2017 31 March 2018 as a result of as a result of as a result of Balance adoption of adoption of adoption of sheet item IFRS 9 IFRS 9 IFRS 9 Reason for change Time value of options recognised in Retained earnings £33.5m £(3.8)m £(22.2)m Cost of Hedge Reserve as per IFRS 9 Basis spread adjustment recognised as Hedge reserve £8.8m £96.1m £79.4m a separate component of OCI Time value of options and basis spread Cost of hedge adjustment recognised as a separate reserve £(42.2)m £(92.3)m £(52.7)m component of OCI In addition, under the published change issued by the IASB in February 2018 regarding the modification of financial liabilities, an additional charge of £5.0 million has been recognised for the financial year ended 31 March 2018 representing the loss recognised on the modification of the Group’s undrawn revolving credit facility. The financial impact assessment made by the Group is preliminary as not all transaction work requirements have been finalised and therefore may be subject to adjustment. IFRS 15 Revenue from Contracts with Customers replaces IAS 18 Revenue and IAS 11 Construction Contracts and related interpretations (such as IFRIC 13 Customer Loyalty Programmes). Application of IFRS 15 is mandatory for reporting periods beginning on or after 1 January 2018, although early adoption is permitted. The Group will apply IFRS 15 for the first time for the financial year beginning on 1 April 2018. The Group proposes to apply the modified retrospective application approach, meaning that comparative periods are not restated according to IFRS 15. Instead, the cumulative effect of the application of the Standard will be recognised in opening balance sheet reserves. The new standard identifies a comprehensive five-step model for determining revenue recognition, including the amount and timing that revenue is recognised. This is generally to be applied to all contracts with customers. The model depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Group has assessed the impact on the consolidated financial statements of adopting IFRS 15 and it is not expected to have a significant impact on the Group’s profitability, liquidity and capital resources or financial position. The anticipated primary impact on the Group refers to consideration payable to customers, which the Standard defines as discounts, rebates, refunds or other forms of disbursement to customers (such as retailers) or end customers (as part of the overall distribution chain), where a service is not received in return and, if a service is received in return, where it cannot be fair-valued. The treatment of such items is a reclassification of marketing expenses to revenue reductions and this totalled £112 million for the year ended 31 March 2018 and £106 million for the year ended 31 March 2017. Other specific impacts on the Group will occur in particular with regard to the treatment of associated vehicle sale performance obligations, and the assessment of principal versus agent in providing or arranging for storage, freight and in-transit insurance alongside the sale of a vehicle. These transport arrangements are made when delivering vehicles to retailers across the global network. In accordance with IFRS 15, the Group has determined that it is an agent in providing these services, and therefore will amend the presentation of these amounts from a gross basis (i.e. revenues and costs separately) to a net basis (where consideration received will be presented net of associated costs in the income statement). The financial impact of this change is a reclassification of costs against revenue of £329 million for the year ended 31 March 2018 and £290 million for the year ended 31 March 2017. The Group will reclassified royalty income and incremental income from customers from Other income to Revenue and this totals £133 million for the year ended 31 March 2018 and £106 million for the year ended 31 March 2017.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 121 ANNUAL REPORT 2017/18 2 A C C O U N T I N G P O L I C I E S (continued) The result of the changes discussed above will not materially impact profit before tax as previously reported. The anticipated impact to the Group’s EBIT is an increase of 0.1% for each of the financial years. The introduction of the Standard will give rise to new financial statement categories in the statement of financial position, being ‘contract assets’ and ‘contract liabilities’. These items can arise through advance payment or advance delivery at the contract level. In addition, disclosure requirements are extended. The IASB published amendments to IFRS 15 in April 2016. These changes allow for transitional arrangements for modified and fulfilled contracts, and clarify the identification of performance obligations, principal-agent relationships and licenses. The application of these amendments is also not expected to have any major impact on the Group’s profitability, liquidity and capital resources or financial position. The financial impact assessment made by the Group is preliminary as not all transaction work requirements have been finalised and therefore may be subject to adjustment. IFRS 16 Leases sets out a new approach to accounting for leases by lessees. Whilst under IAS 17, the accounting treatment of a lease was determined on the basis of the transfer of risks and rewards incidental to ownership of the asset, whereas under the new standard, all leases in general are to be accounted for by the lessee in a similar way to finance lease arrangements. The standard is effective for annual periods beginning on or after 1 January 2019 and earlier application is permitted subject to EU endorsement and the adoption of IFRS 15. The Group has continued with its IFRS 16 project during the financial year though as the compilation and assessment of contracts has yet to be concluded, a reliable quantitative measurement cannot be made. The Group will, however, apply the available exceptions regarding the recognition of short-term leases and low value leasing assets. The following pronouncements, issued by the IASB, have not yet been endorsed by the EU, are not yet effective and have not yet been adopted by the Group. The Group is evaluating the impact of these pronouncements on the consolidated financial statements IFRS 17 Insurance Contracts was published on 18 May 2017 and replaces IFRS 4, which currently permits a wide variety of practices in accounting for insurance contracts. For fixed-fee service contracts whose primary purpose is the provision of services, such as roadside assistance, entities have an accounting policy choice to account for them in accordance with either IFRS 17 or IFRS 15. Due to the existing operating activities of the Group, adoption of IFRS 17 is not expected to have a material impact on either the profitability or the net assets of the Group. IFRIC 23 Uncertainty over Income Tax Treatments was published in June 2017 which sets out how to determine the accounting tax position when there is uncertainty over income tax treatments. The Interpretation requires an entity to determine whether uncertain tax positions are assessed separately or as a group and assess whether it is probable that a tax authority will accept an uncertain tax treatment used, or proposed to be used, by an entity in its income tax filings. If yes, the entity should determine its accounting tax position consistently with the tax treatment used or planned to be used in its income tax filings. If no, the entity should reflect the effect of uncertainty in determining its accounting tax position. The Interpretation applies to annual reporting periods beginning on or after 1 January 1 2019 with earlier application permitted. The IASB issued an amendment to IFRS 10 (Consolidated Financial Statements) and IAS 28 (Investments in Associated and Joint Ventures) in September 2014 to clarify the treatment of the sale or contribution of assets from an investor to its associate or joint venture, as follows: • Requires full recognition in the investor’s financial statements of gains and losses arising on the sale or contribution of assets that constitute a business (as defined in IFRS 3 Business Combinations); and • Requires the partial recognition of gains and losses where the assets do not constitute a business, i.e. a gain or loss is recognised only to the extent of the unrelated investors’ interests in that associate or joint venture. These requirements apply regardless of the legal form of the transaction, for example, whether the sale or contribution of assets occurs by an investor transferring shares in a subsidiary that holds the assets (resulting in loss of control of the subsidiary), or by the direct sale of the assets themselves. The IASB has indefinitely postponed the effective date, with early adoption permitted. The IASB issued IFRIC 22 (Foreign Currency Transaction and Advance Consideration) in December 2016 which clarified accounting requirements with respect to exchange rate to be used for reporting foreign currency transactions when payment is made or received in advance. This is effective for annual periods beginning on or after 1 January 2018. The Group is currently assessing the impact of adopting IFRIC 22.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 122 ANNUAL REPORT 2017/18 2 A C C O U N T I N G P O L I C I E S (continued) The IASB issued amendments to IFRS 2 (Share-based Payments) in June 2016 that clarify how to account certain share-based payment transactions. The amendments are: • Accounting requirements with respect to the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments; • Accounting requirements with respect to share-based payment transactions with a net settlement feature for withholding tax obligations; and • Modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. The amendments are effective from 1 January 2018, with early adoption permitted. The Group is currently assessing the impact of adopting the amendments. The IASB issued amendments to IAS 19 (Employee Benefits) in February 2018 which clarified the accounting for plan amendments, curtailments and settlements. If a plan amendment, curtailment or settlement occurs, it is now mandatory that the current service cost and the net interest for the period after the remeasurement are determined using the assumptions used for the remeasurement. In addition, amendments have been included to clarify the effect of a plan amendment, curtailment or settlement on the requirements regarding the asset ceiling. The Group is currently assessing the impact of adopting the amendments. 3 A LT E R N AT I V E P E R F O R M A N C E M E A S U R E S 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 helpful information on the performance of the business. The APMs used within this Annual Report are defined below. Alternative performance measure Definition EBITDA EBITDA is defined as profit before income tax expense, exceptional items, finance expense (net of capitalised interest), finance income, gains/losses on unrealised derivatives and debt, gains/losses on realised derivatives entered into for the purpose of hedging debt, share of profit/loss from equity accounted investments, depreciation and amortisation. EBIT EBIT is defined as for EBITDA but including share of profit/loss from equity accounted investments, depreciation and amortisation. Free cash flow before Net cash generated from operating activities less net cash used in investing activities financing (excluding movements in short-term deposits) and after finance expenses and fees and payments of lease obligations. Free cash flow before financing also includes foreign exchange gains/losses on short-term deposits and cash and cash equivalents. Total product and Cash used in the purchase of property, plant and equipment, intangible assets, other investment investments in subsidiaries, equity accounted investments and other trading investments and expensed research and development costs. Operating cash flow Free cash flow before financing excluding total product and other investment. before investment Working capital Changes in assets and liabilities as presented in note 39 on page 164. This comprises movements in assets and liabilities excluding movements relating to financing or investing cash flows or non-cash items that are not included in EBIT or EBITDA. Retail Sales Jaguar Land Rover retail sales represent vehicle sales made by dealers to end customers and include the sale of vehicles produced by our Chinese joint venture, Chery Jaguar Land Rover Automotive Company Ltd. Wholesales Wholesales represent vehicle sales made to dealers. The Group recognises revenue on wholesales. The Group uses EBITDA as an APM to review and measure the underlying profitability of the Group on an ongoing basis for comparability as it recognises that increased capital expenditure year on year will lead to a corresponding increase in depreciation and amortisation expense recognised within the consolidated income statement.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 123 ANNUAL REPORT 2017/18 3 A LT E R N AT I V E P E R F O R M A N C E M E A S U R E S (continued) The Group uses EBIT as an APM to review and measure the underlying profitability of the Group on an ongoing basis as this excludes volatility on unrealised foreign exchange transactions. Due to the significant level of debt and currency derivatives held, unrealised foreign exchange can distort the financial performance of the Group from one period to another. During the year ended 31 March 2018, the definitions of EBIT and EBITDA were amended to exclude foreign exchange gains/losses on realised currency derivatives entered into to hedge certain foreign currency debt. The Group considers the amended APM to better measure profitability of the Group as it aligns the presentation of realised foreign exchange gains/ losses of economic hedges with the presentation of the underlying foreign exchange gains/losses. EBIT for the years ended 31 March 2017 and 31 March 2016 prior to the change was £1,458 million and £1,793 million respectively. EBITDA for the years ended 31 March 2017 and 31 March 2016 prior to the change was £2,955 million and £3,147 million respectively. Free cash flow is considered by the Group to be a key measure in assessing and understanding the total operating performance of the Group and to identify underlying trends. During the year ended 31 March 2018, the definition of free cash flow was amended to include finance expenses and fees and payments of lease obligations. The Group considers the amended APM to better reflect the operating performance of the Group. Free cash flow for the year ended 31 March 2017 and 31 March 2016 was £295 million and £791 million, respectively. Total product and other investment is considered by the Group to be a key measure in assessing cash invested in the development of future new models and infrastructure supporting the growth of the Group. Operating cash flow before investment is used as a measure of the operating performance and cash available to the Group before the direct cash impact of investment decisions. Working capital is considered by the Group to be a key measure in assessing short-term assets and liabilities that are expected to be converted into cash within the next 12-month period. Reconciliations between these alternative performance measures and statutory reported measures are shown below. EBIT A N D E B I T D A 2018 2017 2016 Year ended 31 March Note £m £m £m EBITDA 2,797 2,942 3,147 Depreciation and amortisation 13 (2,075) (1,656) (1,418) Share of profit of equity accounted investments 15 252 159 64 EBIT 974 1,445 1,793 Foreign exchange gain on derivatives 13 91 6 86 Unrealised (loss)/gain on commodities 13 (2) 148 (59) Foreign exchange gain/(loss) on loans 13 71 (101) (54) Foreign exchange gain/(loss) on economic hedges of loans 13 11 (4) – Finance income 12 33 33 38 Finance expense (net) 12 (80) (68) (90) Pension past service credit 32 437 – – Exceptional item 4 1 151 (157) Profit before tax 1,536 1,610 1,557 R E TA I L A N D W H O L E S A L E S 2018 2017 2016 Year ended 31 March Units Units Units Retail sales 614,309 604,009 521,571 Wholesales 545,298 534,746 509,326 The difference between retail and wholesales represents sales made by our Chinese joint venture (2018: 88,212, 2017: 66,060, 2016: 34,751) and timing differences.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 124 ANNUAL REPORT 2017/18 3 A LT E R N AT I V E P E R F O R M A N C E M E A S U R E S (continued) FR E E C A S H F L O W 2018 2017 2016 Year ended 31 March Note £m £m £m Net cash generated from operating activities 2,958 3,160 3,556 Net cash used in investing activities (3,222) (4,317) (2,966) Net cash (used in)/generated from operating and investing activities (264) (1,157) 590 Finance expenses and fees paid (158) (150) (142) Payments of finance lease obligations (4) (4) (5) Adjustments for: Movements in short-term deposits (523) 1,300 186 Foreign exchange (loss)/gain on short-term deposits 39 (55) 57 11 Foreign exchange (loss)/gain on cash and cash equivalents 39 (41) 95 4 Free cash flow (1,045) 141 644 T O TA L P R O D U C T A N D O T H E R I N V E S T M E N T 2018 2017 2016 Year ended 31 March Note £m £m £m Purchases of property, plant and equipment 2,135 1,584 1,422 Net cash outflow relating to intangible asset expenditure 1,614 1,473 1,384 Research and development expensed 11 406 368 318 Investment in equity accounted investments – 12 – Purchases of other investments 25 1 – Acquisition of subsidiary 6 – 11 Total product and other investment 4,186 3,438 3,135 4 E XC E P T I O N A L I T E M The exceptional items within ‘Material and other cost of sales’ relate to the impact of the explosion at the port of Tianjin (China) in August 2015. The exceptional item of £1 million for the year ended 31 March 2018 related to the recovery of import duties which led to a reversal of the initial provision recorded in the quarter ended 30 September 2015. The exceptional item of £151 million for the year ended 31 March 2017 related to recoveries in respect of stored vehicles damaged in the explosion and included amounts received for insurance, taxes and saleable vehicles. In addition to the exceptional item of £151 million, a further £35 million of insurance and vehicle recoveries were recognised in the year ended 31 March 2017 related to additional costs of £35 million incurred in the year ended 31 March 2017 that were associated with Tianjin, including lost and discounted vehicle revenue. The exceptional item of £157 million for the year ended 31 March 2016 related to the full financial year impact of the explosion at the port of Tianjin. A provision of £245 million against the carrying value of inventory (finished goods) was recorded in the second quarter ended 30 September 2015, based on the Group’s assessment of the physical condition of the vehicles involved. Subsequent to that, insurance proceeds of £55 million were received, together with the conclusion of further assessments of the condition of the remaining vehicles, which led to a reversal of £33 million of the initial provision. Details of the past service credit for £437 million which was recognised in the year ended 31 March 2018 are disclosed in note 32.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 125 ANNUAL REPORT 2017/18 5 R E V E N U E 2018 2017 2016 Year ended 31 March £m £m £m Sale of goods 27,175 25,659 22,208 Realised revenue hedges (1,389) (1,320) 78 Total revenue 25,786 24,339 22,286 *Included within ‘Sale of goods’ is £134 million (2017: £80 million, 2016: £51 million) of revenue which has arisen from the sale of service plans. 6 M AT E R I A L A N D OT H E R C O ST O F S A L E S 2018 2017 2016 Year ended 31 March £m £m £m Changes in inventories of finished goods and work-in-progress (327) (754) (257) Purchase of products for sale 1,237 1,144 876 Raw materials and consumables used 15,599 14,621 12,684 Realised purchase hedges (182) (91) 259 Total material and other cost of sales 16,327 14,920 13,562 7 E M P LOY E E N U M B E R S A N D C O STS 2018 2017 2016 Year ended 31 March £m £m £m Wages and salaries 2,068 1,915 1,738 Social security costs and benefits 328 294 274 Pension costs 326 281 309 Total employee cost 2,722 2,490 2,321 Non- Average employee numbers for the year ended 31 March 2018 agency Agency Total Manufacturing 18,628 2,909 21,537 Research and development 7,216 2,934 10,150 Other 8,689 1,411 10,100 Total employee numbers 34,533 7,254 41,787 Non- Average employee numbers for the year ended 31 March 2017 agency Agency Total Manufacturing 18,988 2,770 21,758 Research and development 6,632 2,803 9,435 Other 7,430 1,070 8,500 Total employee numbers 33,050 6,643 39,693 Non- Average employee numbers for the year ended 31 March 2016 agency Agency Total Manufacturing 17,235 3,140 20,375 Research and development 6,060 3,115 9,175 Other 6,494 961 7,455 Total employee numbers 29,789 7,216 37,005
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 126 ANNUAL REPORT 2017/18 8 D I R E C TO R S’ E M O L U M E N TS 2018 2017 2016 Year ended 31 March £ £ £ Directors’ emoluments 3,825,382 3,957,673 3,613,282 (Decrease)/increase of long-term incentive scheme amounts receivable (14,128) 537,445 197,782 Post-employment benefits 393,673 873,214 786,351 The aggregate of emoluments received in the year and amounts accrued under the long-term incentive plan (‘LTIP’) of the highest paid director was £3,709,532 (2017: £4,393,459, 2016: £3,709,433), together with a cash allowance in lieu of pension benefits of £393,673 (2017: £873,214, 2016: £786,351). During the year, the value of LTIP awards accrued has decreased by £(14,128) (2017: increase of £537,445, 2016: increase of £197,782), which will become payable in future periods. There were no directors who were members of a defined benefit pension scheme or a defined contribution scheme during the years ended 31 March 2018, 2017 and 2016. No directors received any LTIP cash payments during the years ended 31 March 2018, 2017 and 2016. 9 LO N G -T E R M I N C E N T I V E P L A N ( ‘ LT I P ’ ) During the year ended 31 March 2016, the Group issued the final share-based payment LTIP arrangement based on the share price of Tata Motors Limited. The scheme provides a cash payment to the employee based on a specific number of phantom shares at the grant date and the share price of Tata Motors Limited at the vesting date. The cash payment is dependent upon continued employment for the duration of the three-year vesting period. 2018 2017 2016 Year ended 31 March number number number Outstanding at the beginning of the year 4,115,221 6,032,857 5,637,242 Granted during the year – 974 2,317,710 Vested in the year (1,918,331) (1,665,663) (1,690,151) Forfeited in the year (267,499) (252,947) (231,944) Outstanding at the end of the year 1,929,391 4,115,221 6,032,857 The weighted average share price of the 1,918,331 phantom shares vested in the year was £4.33 (2017: £4.75, 2016: £5.84). The weighted average remaining contractual life of the outstanding phantom shares is 0.3 years (2017: 0.8 years, 2016: 1.4 years). No phantom shares were exercisable as at 31 March 2018 (2017,2016: no shares). During the year ended 31 March 2018, £1 million was recognised as a credit to ‘Employee cost’ in relation to the share- based payment LTIP (2017: charge of £8 million, 2016: charge of £3 million). The fair value of the balance sheet liability in respect of phantom stock awards outstanding at the year end was £7 million (2017: £16 million, 2016: £16 million) and is included in ‘Provisions’. The fair value of the awards was calculated using a Black-Scholes model at the grant date. The fair value is updated at each reporting date as the awards are accounted for as cash-settled under IFRS 2 Share-based Payment. The inputs into the model are based on Tata Motors Limited historical data and the risk-free rate is calculated on government bond rates. The significant inputs used are: As at 31 March 2018 2017 2016 Risk-free rate 0.87% 0.18% 0.51% Dividend yield 0.00% 0.04% 0.00% Weighted average fair value per phantom share £3.32 £4.69 £4.12 During the year ended 31 March 2017, the Group announced a new LTIP to replace the previous share-based payment LTIP. The new LTIP, effective from June 2016, provides a cash payment to certain employees based on the Group’s performance against long-term business metrics related to performance and strategic priorities (over a period of three years). This new LTIP benefit scheme has been accounted for in accordance with IAS 19 Employee Benefits.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 127 ANNUAL REPORT 2017/18 1 0 OT H E R E X P E N S E S 2018 2017 2016 Year ended 31 March Note £m £m £m Stores, spare parts and tools 177 197 150 Freight cost 1,037 925 858 Works, operations and other costs 2,676 2,321 2,065 Repairs 48 44 42 Power and fuel 81 71 61 Rent, rates and other taxes 87 64 50 Insurance 27 34 26 Write-down of property, plant and equipment 17 18 12 – Write-down of intangible assets 18 46 – 28 Product warranty 27 698 823 583 Publicity 951 885 811 Total other expenses 5,846 5,376 4,674 1 1 R E S E A R C H A N D D E V E LO P M E N T 2018 2017 2016 Year ended 31 March £m £m £m Total research and development costs incurred 2,016 1,794 1,560 Research and development expensed (406) (368) (318) Engineering costs capitalised 1,610 1,426 1,242 Interest capitalised in engineering costs capitalised 88 89 73 Research and development grants capitalised (105) (89) (88) Total internally developed intangible additions 1,593 1,426 1,227 Engineering costs capitalised of £1,610 million (2017: £1,426 million, 2016: £1,242 million) comprises £556 million (2017: £507 million, 2016: £445 million) included in ‘Employee cost’ and £1,054 million (2017: £919 million, 2016: £797 million) included in ‘Other expenses’ in the consolidated income statement. During the year ended 31 March 2014, legislation was enacted to allow UK companies to elect for the Research and Development Expenditure Credit (‘RDEC’) on qualifying expenditure incurred since 1 April 2013. In the year ended 31 March 2018, as a result of this election, £102 million (2017: £87 million, 2016: £66 million) of the RDEC – the proportion relating to capitalised product development expenditure and other intangible assets – has been offset against the cost of the respective assets. The remaining £45 million (2017: £38 million, 2016: £38 million) of the RDEC has been recognised as ‘Other income’. 1 2 F I N A N C E I N C O M E A N D E X P E N S E 2018 2017 2016 Year ended 31 March £m £m £m Finance income 33 33 38 Total finance income 33 33 38 Total interest expense on financial liabilities measured at amortised cost (167) (146) (143) Interest income on derivatives designated as a fair value hedge of financial liabilities 3 – – Unwind of discount on provisions (20) (19) (21) Interest capitalised 104 97 74 Total finance expense (net) (80) (68) (90) The capitalisation rate used to calculate borrowing costs eligible for capitalisation was 4.1 per cent (2017: 4.3 per cent, 2016: 4.6 per cent). During the year ended 31 March 2017, the Group repaid one tranche of debt (see note 25) and as a result a redemption premium of £2 million was incurred and included in ‘Finance expense (net)’. During the year ended 31 March 2016, the Group repaid one tranche of debt (see note 25) and as a result a redemption premium of £2 million was incurred and included in ‘Finance expense (net)’.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 128 ANNUAL REPORT 2017/18 1 3 P R O F I T B E F O R E TA X Expense/(income) in profit before tax includes the following: 2018 2017 2016 Year ended 31 March £m £m £m Foreign exchange (gain)/loss and fair value adjustments on loans (71) 101 54 Foreign exchange (gain)/loss on economic hedges of loans* (11) 4 – Foreign exchange gain on derivatives* (91) (6) (86) Unrealised loss/(gain) on commodities 2 (148) 59 Depreciation of property, plant and equipment 1,011 787 634 Amortisation of intangible assets (excluding internally generated development costs) 122 100 88 Amortisation of internally generated development costs 942 769 696 Operating lease rentals in respect of plant, property and equipment 92 75 57 Loss on disposal of property, plant, equipment and software 22 15 13 Auditor remuneration (see below) 4 5 6 *Comparatives have been revised for the amendment in the current year to disclose separately ‘Foreign exchange (gain)/loss on economic hedges of loans’ as a separate line item, which has resulted in a reclassification of amounts from ‘Foreign exchange gain on derivatives’. During the year ended 31 March 2018, £56 million (2017: £64 million, 2016: £101 million) was received by a foreign subsidiary as an indirect tax incentive that requires the subsidiary to meet certain criteria relating to vehicle efficiency and investment in engineering and research and development. The incentive is provided as a partial offset to the higher sales taxes payable following implementation of new legislation in the year ended 31 March 2014. During the year ended 31 March 2018, £56 million (2017: £64 million, 2016: £101 million) has been recognised in ‘Revenue’. During the year ended 31 March 2018, £34 million (2017: £4 million, 2016: £62 million) was received by a foreign subsidiary as an incentive for continuing trading in that country for the foreseeable future. As the receipt has no ongoing financial or operating conditions attached, the amount has been recognised as ‘Other income’. During the year ended 31 March 2018, a further £53 million (2017: £nil, 2016: £nil) was recognised in ‘Other income’ in respect of future subsidies that the foreign subsidiary is due to receive and for which there are no ongoing financial or operating conditions attached. The following table sets out the auditor remuneration for the year (rounded to the nearest £0.1 million): 2018 2017 2016 Year ended 31 March £m £m £m Fees payable to the Company’s auditor and its associates for the audit of the parent company and consolidated financial statements 0.1 0.1 0.1 Fees payable to the Company’s auditor and its associates for other services: Audit of the Company’s subsidiaries 3.4 4.2 3.5 Total audit fees 3.5 4.3 3.6 Audit-related assurance services 0.8 – 1.8 Other assurance services – 1.0 0.1 Total non-audit fees 0.8 1.0 1.9 Total audit and related fees 4.3 5.3 5.5 Fees payable to KPMG LLP for the year ended 31 March 2018 (2017, 2016: Deloitte LLP) and its associates for non-audit services to the Group are not required to be disclosed separately as these fees are disclosed on a consolidated basis.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 129 ANNUAL REPORT 2017/18 1 4 TA X AT I O N J A G U A R L A N D R O V E R ’ S A P P R O A C H T O TA X Introduction JLR’s business has grown significantly in recent years and continues to do so. JLR’s operations are large and complex and, as a result, the Group operates through multiple companies, with activities, employees and assets located in numerous countries around the world. This, in turn, naturally drives an inherent level of complexity in the Group’s tax affairs. In relation to tax matters, just as for any other area of the Group’s business, JLR always strives to be a good, responsible corporate citizen and JLR is committed to complying with all applicable tax laws, both in letter and in spirit. We aim to be fair, honest, transparent and ethical in our conduct and for everything we do to stand the test of public scrutiny. Jaguar Land Rover’s key tax principles In 2013, the JLR plc Board formally adopted six key principles in relation to JLR’s approach to taxation matters and the conduct of our tax affairs. These principles continue to apply today; they apply equally to all companies within the Group, across all areas of our business activity and in all our territories of operation. JLR will conduct its tax affairs in a way that: 1. Is compliant with all legal and regulatory obligations and which adheres to the principles set out in the JLR Code of Conduct and Tata Code of Conduct; 2. Is aligned with the Group’s overall business strategy and growth objectives; 3. Proactively seeks to enhance shareholder value and optimise tax cost on a sustainable basis; 4. Is governed, managed and controlled within an appropriate risk management framework; 5. Is appropriately resourced and seeks to maximise operating efficiencies through the suitable use of automation and technology-based solutions; and 6. Maintains good, open, honest and professional working relationships with tax authorities globally and seeks to take a leading role in relation to matters of governmental tax policy relevant to JLR. Each principle is commented on further below: 1. Tax compliance This is considered the most fundamental and important of our six principles. JLR will always seek to comply with all applicable tax laws, both in terms of the letter and the spirit of the law, and to satisfy its global tax compliance obligations in a timely and accurate manner. In addition, we adhere to the JLR Code of Conduct and the Tata Code of Conduct, which set out the high ethical standards of business behaviour expected from all companies and employees within our Group. 2. Business alignment JLR always aligns its tax affairs with the genuine business activities being undertaken by the organisation. We do not engage in any form of tax avoidance or artificial tax structuring and we do not operate or use any offshore tax havens. All JLR Group subsidiaries are located in countries where the business has significant physical and economic operations (i.e. employees, offices and revenue generating activity). 3. Enhancing shareholder value As a commercial organisation, JLR will always seek to effectively manage its tax liabilities, just as for any other business cost. In so doing, we always adhere to relevant tax laws and, in relation to transactions within the Group, we always seek to ensure that these are conducted on an arm’s length basis in accordance with Organisation for Economic Co-operation and Development (OECD) principles. Where governments or fiscal authorities have introduced particular tax reliefs, credits, incentives or exemptions to encourage specific types of economic activity (for example, investment in research and development), we will always seek to ensure that JLR claims the appropriate level of benefit for which it qualifies.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 130 ANNUAL REPORT 2017/18 1 4 TA X AT I O N (continued) 4. Governance and risk management Tax risks arising within the Group are identified, assessed and managed by the central Tax function on an ongoing basis. A detailed tax update is taken to the JLR plc Board on an annual basis and tax risks are reported quarterly to the Financial Risk and Assurance Committee, chaired by the Chief Financial Officer. The JLR Tax Director also meets with the Chief Financial Officer on a biweekly basis to provide updates on all tax matters affecting the Group. JLR actively seeks to minimise risk in relation to tax matters. We do this through a variety of processes and controls including, for example, tax risk assessments and health-check exercises for subsidiaries, online monitoring of compliance processes and an active Advance Pricing Agreement programme. 5. Tax resource Responsibility for the day-to-day management of JLR’s tax affairs rests with our central Tax function, led by the JLR Tax Director. The function comprises an appropriate blend of tax professionals with the necessary qualifications, training, skills and experience required to effectively undertake their roles. The Tax function also advises the JLR plc Board in relation to setting Group tax strategy and policy. In addition to the central Tax function, the business also has dedicated tax professionals embedded within the finance teams in key non-UK subsidiaries. Where appropriate, we look to implement technology-based solutions to streamline processes, drive efficiency and manage risk. 6. Relationships with governments and authorities In our dealings with tax authorities globally, including HMRC in the UK, we always look to maintain good, open, honest and professional working relationships, to engage proactively in relation to tax matters and to resolve any areas of dispute or differences of opinion as quickly as possible in order to reduce uncertainty and manage risk. We also actively engage in dialogue with governments, either directly or through appropriate representative bodies, in relation to matters of tax policy which affect our business. Amounts recognised in the consolidated income statement 2018 2017 2016 Year ended 31 March £m £m £m Current tax expense Current year 295 301 180 Adjustments for prior years 52 22 (7) Current tax expense 347 323 173 Deferred tax expense Origination and reversal of temporary differences 69 115 163 Adjustments for prior years (76) (34) (29) Rate changes 63 (66) (62) Deferred tax expense 56 15 72 Total income tax expense 403 338 245 Amounts recognised in the consolidated statement of comprehensive income/(expense) 2018 2017 2016 Year ended 31 March £m £m £m Deferred tax expense/(credit) on actuarial gains on retirement benefits 104 (179) 97 Deferred tax expense/(credit) on change in fair value of cash flow hedges 460 (353) 11 Deferred tax (credit)/expense on rate changes (17) 60 23 547 (472) 131 Total tax expense/(credit) 950 (134) 376
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 131 ANNUAL REPORT 2017/18 1 4 TA X AT I O N (continued) Reconciliation of effective tax rate 2018 2017 2016 Year ended 31 March £m £m £m Profit for the year 1,133 1,272 1,312 Total income tax expense 403 338 245 Profit before tax 1,536 1,610 1,557 Income tax expense using the tax rates applicable to individual entities of 23.1% (2017: 21.1%, 2016: 20.9%) 355 340 325 Impact of UK Patent Box claims – – (29) Non-deductible expenses 22 37 35 Unrecognised tax assets 5 21 12 Changes in tax rates 63 (66) (62) Overseas unremitted earnings 30 50 13 Tax on share of profit of equity accounted investments (48) (32) (13) Over provided in prior years (24) (12) (36) Total income tax expense 403 338 245 Included within ‘Over provided in prior years’ for the year ended 31 March 2018 is £24 million credit relating to revisions of prior year estimates of tax positions to bring them into line with the currently filed tax positions. Included within ‘Changes in tax rates’ is a £54 million charge for the impact of the change in the US Federal rate from 35 per cent to 21 per cent on deferred tax assets. Included within ‘Over provided in prior years’ for the year ended 31 March 2017 is £21 million credit relating to revisions of prior year estimates of tax positions in various jurisdictions, principally the UK, to bring them into line with the latest estimates and currently filed tax positions. This is offset by £11 million relating to uncertain tax positions arising in relation to normal ongoing assessments of tax positions globally. Included within ‘Over provided in prior years’ for the year ended 31 March 2016 is £45 million credit relating to enhanced deductions under the UK Patent Box regime in respect of Fiscal 2013/14 and 2014/15. I M PA C T O F F U T U R E R AT E C H A N G E S The UK Finance Act 2016 was enacted during the year ended 31 March 2017, which included provisions for a reduction in the UK corporation tax rate to 17 per cent with effect from 1 April 2020. Accordingly, UK deferred tax has been provided at a blended rate of 17.8 per cent on assets (2017: 18.4 per cent, 2016: 19 per cent) and 17.6 per cent on liabilities (2017: 17.6 per cent, 2016: 18.6 per cent), recognising the applicable tax rate at the point when the timing difference is expected to reverse. 1 5 I N V E ST M E N TS Investments consist of the following: 2018 2017 2016 As at 31 March £m £m £m Equity accounted investments 488 474 339 Other investments 28 1 – Total investments 516 475 339
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 132 ANNUAL REPORT 2017/18 1 5 I N V E ST M E N TS (continued) The Group has the following equity accounted investments as at 31 March 2018: Proportion Principal place of of voting business and country Registered office Name of investment rights of incorporation Principal activity address Equity accounted investments Chery Jaguar Land 50.0% China Manufacture and Room 1102, Binjiang, Rover Automotive assembly of vehicles International Plaza, Company Ltd. No 88 Tonggang Road, Changshu Economic and Technical Development Zone, Suzhou City, Jiangsu Province, China Jaguar Cars Finance 49.9% England & Wales Non-trading 280 Bishopsgate, London, Limited EC2M 4RB, England Synaptiv Limited 33.3% England & Wales Business and domestic 84 Kirkland Avenue, Ilford, software development Essex, England, IG5 0TN CloudCar Inc. 33.3% USA Automotive software 2191 E Bayshore Rd 200 development Palo Alto, CA 94303 USA Driveclubservice 25.1% Singapore Holding company and 22 Sin Ming Lane, Pte. Ltd. mobility application #06-76, Midview City, owner/licensor Singapore 573969 Driveclub Limited 25.8% Hong Kong Vehicle leasing Unit A, 9/F, D2 Place ONE, 9 Cheung Yee Street, Lai Chi Kok, Kowloon, Hong Kong Except for CloudCar Inc. and Driveclub Limited, the proportion of voting rights disclosed in the table above is the same as the Group’s interest in the ordinary share capital of each undertaking. Individually material joint ventures Chery Jaguar Land Rover Automotive Company Ltd. is a limited liability company whose legal form confirms separation between the parties to the joint arrangement. There is no contractual arrangement or any other facts or circumstances that indicate that the parties to the joint control of the arrangement have rights to the assets or obligations for the liabilities relating to the arrangement. Accordingly, Chery Jaguar Land Rover Automotive Company Ltd. is classified as a joint venture. Chery Jaguar Land Rover Automotive Company Ltd. is not publicly listed. During the year ended 31 March 2018, a dividend of £206 million was received from Chery Jaguar Land Rover Automotive Company Ltd. (2017: £68 million, 2016: no dividend). The following table sets out the summarised financial information of the Group’s individually material joint venture, Chery Jaguar Land Rover Automotive Company Ltd., after adjusting for material differences in accounting policies: 2018 2017 2016 As at 31 March £m £m £m Current assets 892 940 698 Current liabilities (1,076) (934) (614) Non-current assets 1,324 1,094 814 Non-current liabilities (154) (176) (216) Equity attributable to shareholders 986 924 682 Year ended 31 March Revenue 2,773 2,163 1,106 Profit for the year 504 312 124 Total comprehensive income 504 312 124
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 133 ANNUAL REPORT 2017/18 1 5 I N V E ST M E N TS (continued) Included within the summarised financial information above are the following amounts: 2018 2017 2016 As at 31 March £m £m £m Cash and cash equivalents 439 621 450 Other current assets 453 320 248 Current financial liabilities (excluding trade and other payables and provisions) (42) – (35) Non-current financial liabilities (excluding trade and other payables and provisions) (152) (175) (216) Depreciation and amortisation (139) (105) (58) Interest income 27 11 8 Interest expense (7) (8) (10) Income tax expense (136) (103) (44) Individually immaterial joint ventures Spark44 (JV) Limited has been consolidated as a subsidiary from 31 August 2017 (see note 37). On 31 August 2017, Jaguar Land Rover Limited acquired a further 10,000 ‘B’ shares in Spark44 (JV) Limited, increasing its share of the voting rights of Spark44 (JV) Limited from 50% to 50.5%. In addition, Spark44 (JV) Limited’s Articles of Association together with the Shareholder Agreement were amended to give Jaguar Land Rover Limited control of Spark44 (JV) Limited as the majority shareholder. Spark44 (JV) Limited is not publicly listed. The following table sets out the Group’s share of profit and other comprehensive income and the carrying amount of the Group’s equity accounted investment in Spark44 (JV) Limited. The information for 2018 presented in this table includes the results of Spark44 (JV) Limited for the period from 1 April 2017 to 31 August 2017 prior to acquisition as a subsidiary. 2018 2017 2016 Year ended 31 March £m £m £m Group’s share of profit for the year 2 3 2 Group’s share of other comprehensive income – – – Group’s share of total comprehensive income 2 3 2 Disposal as part of step acquisition (10) – – Carrying amount of the Group’s interest – 8 5 Associates The Group has no additional rights or influence over Jaguar Cars Finance Limited other than the voting rights attached to the ordinary share capital. During the year ended 31 March 2018, the Group purchased 25.08 per cent of the share capital of Driveclubservice Pte. Ltd. for £0.2 million. In addition, the Group also purchased 1 per cent of the share capital of Driveclub Limited, the wholly owned subsidiary of Driveclubservice Pte. Ltd. However, the Group has 25.83 per cent of the voting rights, being the 1 per cent of share capital held and the indirect shareholding held through Driveclubservice Pte. Ltd. Both Driveclubservice Pte. Ltd. and Driveclub Limited are therefore accounted for as equity accounted investments as the Group has significant influence over the companies. During the year ended 31 March 2018, the Group’s proportion of the ordinary share capital in Cloudcar Inc. was diluted to 26 per cent of the ordinary share capital. However, the Group has 33 per cent of the voting rights since a number of ordinary shares are in the form of options either available for issue or assigned to the employees of CloudCar Inc. During the year ended 31 March 2017, the Group purchased 32 per cent of the ordinary share capital of CloudCar Inc. for £12 million. During the year ended 31 March 2017, the Group purchased 33 per cent of the ordinary share capital of Synaptiv Limited for £0.2 million. No dividend was received in the year ended 31 March 2018 (2017, 2016: no dividend) from any of the individually immaterial equity accounted investments.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 134 ANNUAL REPORT 2017/18 1 5 I N V E ST M E N TS (continued) The following reconciles the carrying amount of the Group’s interests in equity accounted investments: 2018 2017 2016 As at 31 March £m £m £m Net assets of material joint venture 986 924 682 Share of net assets of: Material joint venture 493 462 341 Individually immaterial equity accounted investments 6 20 5 Other (11) (8) (7) Carrying amount of the Group’s interests in equity accounted investments 488 474 339 As at 31 March 2018, an adjustment of £11 million (2017: £8 million, 2016: £7 million) has been made to derecognise profit that has not yet been realised on goods sold by the Group to Chery Jaguar Land Rover Automotive Company Ltd. The following reconciles the Group’s share of total comprehensive income of equity accounted investments: 2018 2017 2016 Year ended 31 March £m £m £m Profit of material joint venture 504 312 124 Share of profit of: Material joint venture 252 156 62 Individually immaterial equity accounted investments—3 2 Share of profit of equity accounted investments 252 159 64 Currency translation differences 14 33 (3) Total comprehensive income related to equity accounted investments 266 192 61 The Group’s share of capital commitments of its joint ventures at 31 March 2018 is £159 million (2017: £171 million, 2016: £102 million), and commitments relating to the Group’s interests in its joint ventures are disclosed in note 33. The contingent liabilities of its joint ventures at 31 March 2018 is £1 million (2017: £3 million, 2016: £nil). The information above reflects the amounts presented in the financial statements of the equity accounted investments adjusted for differences in accounting policies between the Group and its equity accounted investments. All joint ventures are accounted for using the equity method and are private companies and there are no quoted market prices available for their shares. Other investments The Group’s other investments comprise equity investments of 10 per cent or less of the ordinary share capital of the investee companies and are designated as fair value through profit and loss financial instruments. 2018 2017 2016 Year ended 31 March £m £m £m Investment in Lyft Inc 22 – –Other immaterial investments 6 1 – Total 28 1 – During the year ended 31 March 2018, the Group purchased 0.3 per cent of the ordinary share capital of Lyft Inc for £20 million. In addition, during the year ended 31 March 2018, the Group invested £5 million (2017: £1 million, 2016: £nil) in other investments.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 135 ANNUAL REPORT 2017/18 1 5 I N V E ST M E N TS (continued) The Group has no additional rights or influence over any of its other equity investments other than the voting rights attached to the ordinary share capital. During the year ended 31 March 2018, a dividend of £nil (2017: £0.3 million, 2016: £0.5 million) was received from Jaguar Land Rover Schweiz AG. Disclosure of the valuation techniques applied in calculating the fair value of these other non equity accounted investments is included in note 35(A). 1 6 OT H E R F I N A N C I A L A S S E TS 2018 2017 2016 As at 31 March £m £m £m Non-current Restricted cash held as security 6 5 21 Derivative financial instruments 286 255 154 Warranty reimbursement and other receivables 116 – –Other 6 10 10 Total non-current other financial assets 414 270 185 Current Restricted cash 12 4 –Derivative financial instruments 264 169 73 Warranty reimbursement and other receivables 98 2 8 Accrued income 35 19 12 Other 85 24 44 Total current other financial assets 494 218 137 As of 31 March 2018, £5 million (2017: £4 million, 2016: £19 million) of the non-current restricted cash is held as a financial deposit in relation to ongoing legal cases. ‘Warranty reimbursement and other receivables’ as at 31 March 2018 includes £82 million in current and £116 million in non-current assets relating to supplier reimbursements for warranty (see note 27). The amounts have been recognised to correct an immaterial error and to align with other peer automotive companies.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 136 ANNUAL REPORT 2017/18 1 7 P R O P E RT Y, P L A N T A N D E Q U I P M E N T Land and Plant and Fixtures Leased Heritage Under con-buildings equipment Vehicles Computers and fittings assets vehicles struction Total £m £m £m £m £m £m £m £m £m Cost Balance at 1 April 2015 804 4,411 6 44 65 43 52 777 6,202 Additions* 40 589 1 33 22 3 – 659 1,347 Transfers 218 707 – – – – – (925) –Disposals (2) (46) – (1) (3) – – – (52) Balance at 31 March 2016 1,060 5,661 7 76 84 46 52 511 7,497 Additions* – 1 2 29 13 – – 1,478 1,523 Transfers 114 856 – – – – – (970) –Disposals (10) (26) – (1) (3) – – – (40) Foreign currency translation – – – – – – – 1 1 Balance at 31 March 2017 1,164 6,492 9 104 94 46 52 1,020 8,981 Additions* 21 – 1 22 13 16 – 2,502 2,575 Assets acquired on acquisition – – – 2 5 – – – 7 Transfers 364 1,558 – – – – – (1,922) –Disposals – (288) (1) (4) (5) (35) (1) – (334) Asset write-downs – – – – – – – (5) (5) Foreign currency translation – – – – – – – 1 1 Balance at 31 March 2018 1,549 7,762 9 124 107 27 51 1,596 11,225 Depreciation and impairment Balance at 1 April 2015 80 1,582 1 12 23 30 – – 1,728 Depreciation charge for the year 31 580 1 7 10 5 – – 634 Disposals (1) (36) – – (3) – – – (40) Balance at 31 March 2016 110 2,126 2 19 30 35 – – 2,322 Depreciation charge for the year 44 714 2 12 11 4 – – 787 Disposals (7) (16) – – (2) – – – (25) Asset write-downs – 12 – – – – – – 12 Balance at 31 March 2017 147 2,836 4 31 39 39 – – 3,096 Depreciation charge for the year 60 920 1 16 12 2 – – 1,011 Disposals – (268) (1) (4) (4) (35) – – (312) Asset write-downs – – – – – – 13 – 13 Balance at 31 March 2018 207 3,488 4 43 47 6 13 – 3,808 Net book value At 31 March 2016 950 3,535 5 57 54 11 52 511 5,175 At 31 March 2017 1,017 3,656 5 73 55 7 52 1,020 5,885 At 31 March 2018 1,342 4,274 5 81 60 21 38 1,596 7,417 *Including capitalised interest. As part of the Group’s review of the carrying value of property, plant and equipment, £18 million of heritage vehicles and assets under construction have been written-down and this has been recognised as an expense within ‘Other expenses’ during the year ended 31 March 2018. During the year ended 31 March 2017, £12 million of plant and machinery was written-down (2016: £nil).
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 137 ANNUAL REPORT 2017/18 1 8 I N TA N G I B L E A S S E TS Intellectual Patents and property rights Product Capitalised technological Customer- and other development in product Software know-how related intangibles progress development Total £m £m £m £m £m £m £m Cost Balance at 1 April 2015 458 147 61 619 1,582 3,644 6,511 Additions – externally purchased* 131 – – – – – 131 Additions – internally developed* – – – – 1,227 – 1,227 Capitalised product development – internally developed – – – – (1,242) 1,242 –Disposals (10) – – – – (361) (371) Asset write-downs – – – – (28) – (28) Balance at 31 March 2016 579 147 61 619 1,539 4,525 7,470 Additions – externally purchased* 100 – – 14 – – 114 Additions – internally developed* – – – – 1,426 – 1,426 Capitalised product development – internally developed – – – – (809) 809 –Disposals (84) – – – – (138) (222) Balance at 31 March 2017 595 147 61 633 2,156 5,196 8,788 Additions – externally purchased* 99 – – 9 – – 108 Additions – internally developed* – – – – 1,593 – 1,593 Additions – on acquisition 1 – – 4 – – 5 Capitalised product development – internally developed – – – – (1,668) 1,668 –Disposals (25) – – – – (131) (156) Asset write-downs – assets under construction (9) – – – (24) – (33) Balance at 31 March 2018 661 147 61 646 2,057 6,733 10,305 Amortisation and impairment Balance at 1 April 2015 139 99 21 – – 1,300 1,559 Amortisation for the year 71 14 3 – – 696 784 Disposals (9) – – – – (361) (370) Balance at 31 March 2016 201 113 24 – – 1,635 1,973 Amortisation for the year 83 14 3 – – 769 869 Disposals (83) – – – – (138) (221) Balance at 31 March 2017 201 127 27 – – 2,266 2,621 Amortisation for the year 99 14 3 6 – 942 1,064 Disposals (25) – – – – (131) (156) Asset write-downs 13 – – – – – 13 Balance at 31 March 2018 288 141 30 6 – 3,077 3,542 Net book value At 31 March 2016 378 34 37 619 1,539 2,890 5,497 At 31 March 2017 394 20 34 633 2,156 2,930 6,167 At 31 March 2018 373 6 31 640 2,057 3,656 6,763 *Including capitalised interest. Following a review of all intangible assets, £46 million of costs were identified as being written-down and recognised as an expense within ‘Other expenses’ in the year ended 31 March 2018 (2017: £nil, 2016: £28 million).
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 138 ANNUAL REPORT 2017/18 1 8 I N TA N G I B L E A S S E TS (continued) IMPA IRMEN T T E S T I N G The directors are of the view that the operations of the Group represent a single cash-generating unit. The intellectual property rights are considered to have an indefinite useful life on the basis of the expected longevity of the brand names. For the periods presented, the recoverable amount of the cash-generating unit has been calculated with reference to its value in use. The key assumptions of this calculation are shown below: As at 31 March 2018 2017 2016 Period on which management approved forecasts are based 5 years 5 years 5 years Growth rate applied beyond approved forecast period 2.0% 1.9% 2.1% Pre-tax discount rate 8.7% 10.9% 11.2% The growth rates used in the value in use calculation reflect those inherent within the Group’s business plan as approved by the JLR plc Board, which is primarily a function of the Group’s cycle plan assumptions, past performance and management’s expectation of future market developments through to 2022/23. The business plan also considers other key assumptions, such as volume forecasts, exchange rates, commodity prices, production capacity and costs, fixed costs and tax rates. The cash flows are then extrapolated into perpetuity assuming a growth rate as stated above and is set with reference to projected GDP growth of the countries in which the Group operates. S E N S I T I V I T Y T O K E Y A N D O T H E R A S S U M P T I O N S The sensitivity analysis below has been presented in the interests of transparency only. It is not believed that any reasonably possible movement in key and other assumptions will lead to an impairment. Sensitivity analysis has been completed on each key assumption in isolation. This indicates that the value in use calculation will be equal to its carrying value with an increase in the pre-tax discount rate of 4.0 per cent (2017: 4.5 per cent, 2016: 4.1 per cent) or a reduction in the growth rates used to extrapolate cash flows beyond the five-year period of the Group’s business plan of 5.3 per cent (2017: 4.0 per cent, 2016: 3.2 per cent). In addition, a reduction in EBIT margin of 3.5 per cent in the terminal year (2017: 3.2 per cent, 2016: 2.3 per cent) will result in the value in use calculation being equal to its carrying amount. As disclosed on page 82–83, the Group considers the key assumptions in the cash flow forecasts to be sales volumes, exchange rates, commodity rates, production capacity and costs and capital expenditure. It continues to monitor on a periodic basis the impact of certain future strategic (implications of Brexit, increasing tariffs), operational (diesel uncertainty), legal and compliance (environmental regulations and compliance) and financial risks (competitive business efficiency, exchange rate fluctuations) in order to assess whether an impairment trigger has occurred. In particular, certain Brexit scenarios and tariff scenarios could lead to an impairment trigger, although none has been identified as at 31 March 2018. The Group continues to assess the potential impacts of Brexit. Until the Brexit negotiations are sufficiently concluded, it is not possible to determine with certainty the full financial impact to the Group and impact on the value in use calculation, if any. 1 9 OT H E R A S S E TS 2018 2017 2016 As at 31 March £m £m £m Non-current Prepaid expenses 87 77 42 Other – 3 3 Total non-current other assets 87 80 45 Current Recoverable VAT 329 243 218 Prepaid expenses 177 167 111 Research and development credit 114 97 82 Other 10 10 – Total current other assets 630 517 411
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 139 ANNUAL REPORT 2017/18 2 0 D E F E R R E D TA X A S S E TS A N D L I A B I L I T I E S Significant components of deferred tax assets and liabilities for the year ended 31 March 2018 are as follows: Recognised Recognised in in other Opening profit comprehensive Foreign balance or loss income exchange Closing balance £m £m £m £m £m Deferred tax assets Property, plant and equipment 12 (3) – – 9 Expenses deductible in future periods 222 34 – (18) 238 Derivative financial instruments 547 (9) (458) – 80 Retirement benefits 252 (86) (89) – 77 Unrealised profit in inventory 192 (35) – – 157 Tax loss 209 159 – (1) 367 Other 72 28 – – 100 Total deferred tax assets 1,506 88 (547) (19) 1,028 Deferred tax liabilities Intangible assets 995 105 – – 1,100 Overseas unremitted earnings 60 39* – – 99 Total deferred tax liabilities 1,055 144 – – 1,199 Presented as deferred tax assets** 511 413 Presented as deferred tax liabilities** (60) (584) *Included within £39 million is a reversal of £6 million relating to withholding tax incurred on intercompany dividends paid in the year and an additional provision for £15 million relating to prior year earnings. **For balance sheet presentation purposes, deferred tax assets and deferred tax liabilities are offset to the extent that they relate to the same taxation authority and are expected to be settled on a net basis. At 31 March 2018, deferred tax assets of £413 million (2017: £511 million, 2016: £354 million) have been recognised in relation to deductible temporary differences, including unused tax losses, on the basis that it is probable that future taxable profits will be available against which those deductible temporary differences can be utilised. At 31 March 2018, the Group had unused tax losses and other temporary differences amounting to £117 million (2017: £104 million, 2016: £76 million) for which no deferred tax asset arises. As at 31 March 2018, £3 million (2017: £3 million, 2016: £6 million) of those tax losses are subject to expiry in future periods, with £3 million due to expire in fiscal year 2030. The remaining balance is not expected to expire. All deferred tax assets and deferred tax liabilities at 31 March 2018, 2017 and 2016 are presented as non-current.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 140 ANNUAL REPORT 2017/18 2 0 D E F E R R E D TA X A S S E TS A N D L I A B I L I T I E S (continued) Significant components of deferred tax assets and liabilities for the year ended 31 March 2017 are as follows: Recognised Recognised in in other Opening profit comprehensive Foreign balance or loss income exchange Closing balance £m £m £m £m £m Deferred tax assets Property, plant and equipment 21 (9) – – 12 Expenses deductible in future periods 224 (26) – 24 222 Derivative financial instruments 240 (22) 329 – 547 Retirement benefits 110 (1) 143 – 252 Unrealised profit in inventory 127 65 – – 192 Tax loss 175 34 – – 209 Other 50 22 – – 72 Total deferred tax assets 947 63 472 24 1,506 Deferred tax liabilities Intangible assets 946 49 – – 995 Derivative financial instruments – – – – – Overseas unremitted earnings 31 29* – – 60 Total deferred tax liabilities 977 78 – – 1,055 Presented as deferred tax assets** 354 511 Presented as deferred tax liabilities** (384) (60) *Included within £29 million is a reversal of £18 million relating to withholding tax incurred on intercompany dividends paid in the year. **For balance sheet presentation purposes, deferred tax assets and deferred tax liabilities are offset to the extent that they relate to the same taxation authority and are expected to be settled on a net basis. Significant components of deferred tax assets and liabilities for the year ended 31 March 2016 are as follows: Recognised Recognised in in other Opening profit comprehensive Foreign balance or loss income exchange Closing balance £m £m £m £m £m Deferred tax assets Property, plant and equipment 8 13 – – 21 Provisions, allowances for doubtful receivables 227 (3) – – 224 Derivative financial instruments 261 (3) (18) – 240 Retirement benefits 187 36 (113) – 110 Unrealised profit in inventory 146 (19) – – 127 Tax loss 220 (45) – – 175 Other 35 15 – – 50 Total deferred tax assets 1,084 (6) (131) – 947 Deferred tax liabilities Intangible assets 852 94 – – 946 Derivative financial instruments – – – – – Overseas unremitted earnings 59 (28)* – – 31 Total deferred tax liabilities 911 66 – – 977 Presented as deferred tax assets** 372 354 Presented as deferred tax liabilities** (199) (384) *Included within £28 million is a reversal of £39 million relating to withholding tax incurred on intercompany dividends paid in the year. **For balance sheet presentation purposes, deferred tax assets and deferred tax liabilities are offset to the extent that they relate to the same taxation authority and are expected to be settled on a net basis. At 31 March 2016, the Group had temporary differences relating to undistributed profits of equity accounted investees amounting to £37 million for which no deferred tax liability has been recognised as it was not expected to reverse in the foreseeable future.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 141 ANNUAL REPORT 2017/18 2 1 C A S H A N D C A S H E Q U I VA L E N TS Cash and cash equivalents consist of the following: 2018 2017 2016 As at 31 March £m £m £m Cash and cash equivalents 2,626 2,878 3,399 Included within cash and cash equivalents are amounts of £nil (2017: £nil, 2016: £12 million) which are not considered to be available for use by the Group at the balance sheet date. The balance at 31 March 2016 comprised £7 million relating to amounts held by solicitors to settle a capital commitment and £5 million relating to amounts that are required by local legislation to be held for use on specific marketing activities. 2 2 A L LO WA N C E S F O R T R A D E A N D OT H E R R E C E I VA B L E S Changes in the allowances for trade and other receivables are as follows: 2018 2017 2016 Year ended 31 March £m £m £m At beginning of year 60 60 11 Charged during the year 3 – 49 Utilised during the year (4) (1) – Unused amounts reversed during the year (1) (13) – Foreign currency translation (8) 14 – At end of year 50 60 60 2 3 I N V E N TO R I E S 2018 2017 2016 As at 31 March £m £m £m Raw materials and consumables 93 117 92 Work-in-progress 335 330 379 Finished goods 3,339 3,017 2,214 Total inventories 3,767 3,464 2,685 Inventories of finished goods include £436 million (2017: £326 million, 2016: £250 million), relating to vehicles sold to rental car companies, fleet customers and others with guaranteed repurchase arrangements. Cost of inventories (including cost of purchased products) recognised as an expense during the year amounted to £19,152 million (2017: £17,615 million, 2016: £15,437 million). During the year, the Group recorded an inventory write-down expense of £55 million (2017: £16 million, 2016: £230 million), excluding a reversal of a write-down recorded in a previous period in relation to the Tianjin incident of £1 million (2017: £94 million, 2016: £nil). The write-down excluding this reversal is included in ‘Material and other cost of sales’. 2 4 A C C O U N TS PAYA B L E 2018 2017 2016 As at 31 March £m £m £m Trade payables 4,800 4,384 3,899 Liabilities to employees 139 151 153 Liabilities for expenses 1,796 1,606 1,357 Capital creditors 879 367 349 Total accounts payable 7,614 6,508 5,758
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 142 ANNUAL REPORT 2017/18 2 5 I N T E R E ST B E A R I N G LO A N S A N D B O R R O W I N G S 2018 2017 2016 As at 31 March £m £m £m Short-term borrowings Current portion of long-term EURO MTF listed debt 497 – –Bank loans 155 179 116 Total short-term borrowings 652 179 116 Long-term borrowings EURO MTF listed debt 3,060 3,395 2,373 Total long-term borrowings 3,060 3,395 2,373 Finance lease obligations (see note 36) 19 7 11 Total debt 3,731 3,581 2,500 E U R O M T F L I S T E D D E B T The bonds are listed on the Luxembourg Stock Exchange multilateral trading facility (‘EURO MTF’) market. Details of the tranches of the bonds outstanding at 31 March 2018 are as follows: • $500 million Senior Notes due 2023 at a coupon of 5.625 per cent per annum – issued January 2013 • $700 million Senior Notes due 2018 at a coupon of 4.125 per cent per annum – issued December 2013 • £400 million Senior Notes due 2022 at a coupon of 5.000 per cent per annum – issued January 2014 • $500 million Senior Notes due 2019 at a coupon of 4.250 per cent per annum – issued October 2014 • £400 million Senior Notes due 2023 at a coupon of 3.875 per cent per annum – issued February 2015 • $500 million Senior Notes due 2020 at a coupon of 3.500 per cent per annum – issued March 2015 • €650 million Senior Notes due 2024 at a coupon of 2.200 per cent per annum – issued January 2017 • £300 million Senior Notes due 2021 at a coupon of 2.750 per cent per annum – issued January 2017 • $500 million Senior Notes due 2027 at a coupon of 4.500 per cent per annum – issued October 2017 Details of the tranches of the bond repaid in the year ended 31 March 2017 are as follows: • $84 million Senior Notes due 2021 at a coupon of 8.125 per cent per annum – issued May 2011 Details of the tranches of the bond repaid in the year ended 31 March 2016 are as follows: • £58 million Senior Notes due 2020 at a coupon of 8.250 per cent per annum – issued March 2012 The contractual cash flows of interest bearing debt (excluding finance leases) are set out below, including estimated interest payments, and assuming the debt will be repaid at the maturity date. 2018 2017 2016 As at 31 March £m £m £m Due in 1 year or less 794 321 233 Between 1 and 3 years 1,228 1,610 717 Between 3 and 5 years 1,305 848 857 More than 5 years 1,008 1,414 1,292 Total contractual cash flows 4,335 4,193 3,099 U N D R AW N FA C I L I T I E S As at 31 March 2018 the Group has a fully undrawn revolving credit facility of £1,935 million (2017: £1,870 million, 2016: £1,870 million). This facility is available in full until 2022.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 143 ANNUAL REPORT 2017/18 2 6 OT H E R F I N A N C I A L L I A B I L I T I E S 2018 2017 2016 As at 31 March £m £m £m Current Finance lease obligations 3 2 5 Interest accrued 32 27 25 Derivative financial instruments 668 1,760 666 Liability for vehicles sold under a repurchase arrangement 479 350 266 Other 7 – – Total current other financial liabilities 1,189 2,139 962 Non-current Finance lease obligations 16 5 6 Derivative financial instruments 257 1,391 809 Other 8 3 2 Total non-current other financial liabilities 281 1,399 817 2 7 P R OV I S I O N S 2018 2017 2016 As at 31 March £m £m £m Current Product warranty 613 511 441 Legal and product liability 119 114 99 Provisions for residual risk 7 7 6 Provision for environmental liability 11 12 8 Other employee benefits obligations 8 – 1 Total current provisions 758 644 555 Non-current Product warranty 980 879 688 Legal and product liability 24 47 – Provision for residual risk 28 27 13 Provision for environmental liability 16 22 23 Other employee benefits obligations 7 13 9 Total non-current provisions 1,055 988 733 Other employee Year ended Product Legal and Environmental benefits warranty product liability Residual risk liability obligations Total 31 March 2018 £m £m £m £m £m £m Opening balance 1,390 161 34 34 13 1,632 Provisions made during the year* 896 63 20 5 2 986 Provisions used during the year (713) (42) (2) (5) – (762) Unused amounts reversed in the year – (38) (15) (7) – (60) Impact of discounting 20 – – – – 20 Foreign currency translation – (1) (2) – – (3) Closing balance 1,593 143 35 27 15 1,813 *Included in ‘Provisions made during the year’ is £198 million arising in connection with warranty arrangements with suppliers that has been reclassified from ‘Provisions’ to ‘Other financial assets’ to correct an immaterial error and align with other peer automotive companies.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 144 ANNUAL REPORT 2017/18 2 7 P R OV I S I O N S (continued) P R ODUC T WA R R A N T Y P R O V I S I O N The Group offers warranty cover in respect of manufacturing defects, which become apparent one to five years after purchase, dependent on the market in which the purchase occurred and the vehicle purchased. The estimated liability for product warranty is recognised when products are sold or when new warranty programmes are initiated. These estimates are established using historical information on the nature, frequency and average cost of warranty claims and management estimates regarding possible future warranty claims, customer goodwill and recall complaints. The discount on the warranty provision is calculated using a risk-free discount rate as the risks specific to the liability, such as inflation, are included in the base calculation. The timing of outflows will vary as and when a warranty claim will arise, being typically up to five years. LEG A L A N D P R O D U C T L I A B I L I T Y P R O V I S I O N A legal and product liability provision is maintained in respect of compliance with regulations and known litigations that impact the Group. The provision primarily relates to motor accident claims, consumer complaints, dealer terminations, employment cases, personal injury claims and compliance with regulations. The timing of outflows will vary as and when claims are received and settled, which is not known with certainty. RE SIDU A L R I S K P R O V I S I O N In certain markets, the Group is responsible for the residual risk arising on vehicles sold by retailers on leasing arrangements. The provision is based on the latest available market expectations of future residual value trends. The timing of the outflows will be at the end of the lease arrangements, being typically up to three years. ENVI R O N M ENTA L R I S K P R O V I S I O N This provision relates to various environmental remediation costs such as asbestos removal and land clean-up. The timing of when these costs will be incurred is not known with certainty. O T H E R E M P L OY E E B E N E F I T S O B L I G AT I O N S This provision relates to the LTIP scheme for certain employees (see note 9). 2 8 OT H E R L I A B I L I T I E S 2018 2017 2016 As at 31 March £m £m £m Current Liabilities for advances received 40 92 139 Deferred revenue 244 167 93 VAT 195 171 131 Other taxes payable 43 38 35 Other 25 22 29 Total current other liabilities 547 490 427 Non-current Deferred revenue 438 338 170 Other 16 24 34 Total non-current other liabilities 454 362 204
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 145 ANNUAL REPORT 2017/18 2 9 C A P I TA L A N D R E S E RV E S 2018 2017 2016 As at 31 March £m £m £m Authorised, called up and fully paid 1,500,642,163 ordinary shares of £1 each 1,501 1,501 1,501 Total ordinary share capital 1,501 1,501 1,501 The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. The capital redemption reserve of £167 million (2017, 2016: £167 million) was created in March 2011 on the cancellation of share capital. 3 0 R E S E RV E S The movement of reserves is as follows: Translation Hedging Retained Total other reserve reserve earnings reserves £m £m £m £m Balance at 1 April 2017 (329) (2,310) 7,552 4,913 Prot for the year – – 1,131 1,131 Remeasurement of dened benet obligation – – 546 546 Unrealised gain on effective cash ow hedges – 1,223 – 1,223 Currency translation differences (4) – – (4) Income tax related to items recognised in other comprehensive income – (230) (89) (319) Realised cash ow hedges reclassied to prot or loss – 1,200 – 1,200 Income tax related to items reclassied to prot or loss – (228) – (228) Dividend paid – – (150) (150) Balance at 31 March 2018 (333) (345) 8,990 8,312 Balance at 1 April 2016 (363) (873) 7,182 5,946 Prot for the year – – 1,272 1,272 Remeasurement of dened benet obligation – – (895) (895) Unrealised loss on effective cash ow hedges – (3,037) – (3,037) Currency tanslation differences 34 – – 34 Income tax related to items recognised in other comprehensive expense – 583 143 726 Realised cash ow hedges reclassied to prot or loss – 1,271 – 1,271 Income tax related to items reclassied to prot or loss – (254) – (254) Diviend paid – – (150) (150) Balance at 31 March 2017 (329) (2,310) 7,552 4,913 Balance at 1 April 2015 (362) (910) 5,64 4,372 Prot for the year – – 1,312 1,312 Remeasurement of dened benet obligation – – 489 489 Unrealised loss on effective cash ow hedges – (126) – (126) Currency translation differences (1) – – (1) Income tax related to items recognised in other comprehensive income – 18 (113) (95) Realised cash ow hedges reclassied to prot or loss – 181 – 181 Income tax related to items reclassied to prot or loss – (36) – (36) Dividend paid – – (150) (150) Balance at 31 March 2016 (363) (873) 7,182 5,946
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 146 ANNUAL REPORT 2017/18 3 1 D I V I D E N D S 2018 2017 2016 Year ended 31 March £m £m £m Dividend proposed for the previous year paid during the year of £0.10 (2017, 2016: £0.10) per ordinary share 150 150 150 Amounts recognised as distributions to equity holders during the year 150 150 150 Proposed dividend for the year of £0.15 (2017, 2016: £0.10) per ordinary share 225 150 150 In May 2018, the Company proposed an ordinary dividend of £225 million to its immediate parent company TML Holdings Pte. Ltd. (Singapore). 3 2 E M P LOY E E B E N E F I TS The Group operates defined benefit pension schemes for qualifying employees of certain of its subsidiaries. The UK defined benefit schemes are administered by a trustee with assets held in a trust that are legally separate from the Group. The trustee of the pension schemes is required by law to act in the interest of the fund and of all relevant stakeholders in the schemes, and is responsible for the investment policy with regard to the assets of the schemes and all other governance matters. The board of the trustee must be composed of representatives of the Group and scheme participants in accordance with each scheme’s regulations. Under the schemes, the employees are entitled to post-retirement benefits based on their length of service and salary. Through its defined benefit pension schemes, the Group is exposed to a number of risks, the most significant of which are detailed below. AS SE T V O L AT I L I T Y The schemes’ liabilities are calculated using a discount rate set with reference to corporate bond yields; if the schemes’ assets underperform against these corporate bonds, this will create or increase a deficit. The defined benefit schemes hold a significant proportion of equity type assets, which are expected to outperform corporate bonds in the long term although introduce volatility and risk in the short term. The UK schemes hold a substantial level of index-linked gilts and other inflation and interest rate hedging instruments in order to reduce the volatility of assets compared to the liability value, although these will lead to asset value volatility. As the schemes mature, the Group intends to reduce the level of investment risk by investing more in assets that better match the liabilities. However, the Group believes that due to the long-term nature of the schemes’ liabilities and the strength of the supporting group, a level of continuing equity type investments is currently an appropriate element of the Group’s long- term strategy to manage the schemes efficiently. CHAN G E S I N B O N D Y I E L D S A decrease in corporate bond yields will increase the schemes’ liabilities, although this is expected to be partially offset by an increase in the value of the schemes’ assets, specifically the bond holdings and interest rate hedging instruments. INF L AT ION R I S K Some of the Group’s pension obligations are linked to inflation, and higher inflation will lead to higher liabilities (although, in most cases, caps on the level of inflationary increases are in place to protect the schemes against high inflation). As noted above, the schemes hold a significant proportion of assets in index-linked gilts, together with other inflation hedging instruments and also assets that are more closely correlated with inflation. However, an increase in inflation may also create a deficit or increase the existing deficit to some degree. LI F E E X P E C TA N C Y The majority of the schemes’ obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the schemes’ liabilities. This is particularly significant in the UK defined benefit schemes, where inflationary increases result in higher sensitivity to changes in life expectancy.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 147 ANNUAL REPORT 2017/18 3 2 E M P LOY E E B E N E F I TS (continued) The following tables set out the disclosures pertaining to the retirement benefit amounts recognised in the consolidated financial statements prepared in accordance with IAS 19: C H A N G E I N P R E S E N T VA L U E O F D E F I N E D B E N E F I T O B L I G AT I O N 2018 2017 2016 Year ended 31 March £m £m £m Defined benefit obligation at beginning of year 9,969 7,668 7,883 Current service cost 217 198 224 Past service credit (437) – –Interest expense 241 275 263 Actuarial (gains)/losses arising from: Changes in demographic assumptions (210) (76) (36) Changes in financial assumptions (353) 2,335 (569) Experience adjustments (99) (213) 63 Exchange differences on foreign schemes (3) 5 3 Member contributions 4 2 2 Benefits paid (988) (225) (165) Plan settlement (21) – – Defined benefit obligation at end of year 8,320 9,969 7,668 C H A N G E I N FA I R VA L U E O F S C H E M E A S S E T S 2018 2017 2016 Year ended 31 March £m £m £m Fair value of schemes’ assets at beginning of year 8,508 7,103 6,997 Interest income 218 258 233 Remeasurement (loss)/gain on the return of schemes’ assets, excluding amounts included in interest income (116) 1,149 (52) Administrative expenses (9) (9) (8) Exchange differences on foreign schemes (1) 3 1 Employer contributions 287 227 95 Member contributions 4 2 2 Benefits paid (988) (225) (165) Plan settlement (21) – – Fair value of schemes’ assets at end of year 7,882 8,508 7,103 The actual return on the schemes’ assets for the year ended 31 March 2018 was £102 million (2017: £1,407 million, 2016: £181 million). Amounts recognised in the consolidated income statement consist of: 2018 2017 2016 Year ended 31 March £m £m £m Current service cost 217 198 224 Past service credit (437) – –Administrative expenses 9 9 8 Net interest cost (including onerous obligations) 23 17 30 Components of defined benefit (income)/cost recognised in the consolidated income statement (188) 224 262
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 148 ANNUAL REPORT 2017/18 3 2 E M P LOY E E B E N E F I TS (continued) Amounts recognised in the consolidated statement of comprehensive income consists of: 2018 2017 2016 Year ended 31 March £m £m £m Actuarial gains/(losses) arising from: Changes in demographic assumptions 210 76 36 Changes in financial assumptions 353 (2,335) 569 Experience adjustments 99 213 (63) Remeasurement (loss)/gain on the return of schemes’ assets, excluding amounts included in interest income (116) 1,149 (52) Change in restriction of pension asset recognised (as per IFRIC 14) – – 1 Change in onerous obligation, excluding amounts included in interest expense – 2 (2) Remeasurement gain/(loss) on defined benefit obligation 546 (895) 489 Amounts recognised in the consolidated balance sheet consist of: 2018 2017 2016 As at 31 March £m £m £m Present value of unfunded defined benefit obligations (1) (2) (1) Present value of funded defined benefit obligations (8,319) (9,967) (7,667) Fair value of schemes’ assets 7,882 8,508 7,103 Restriction of pension asset recognised (as per IFRIC 14) and onerous obligations – – (2) Net retirement benefit obligation (438) (1,461) (567) Presented as non-current liability (438) (1,461) (567) The most recent valuations of the defined benefit schemes for accounting purposes were carried out at 31 March 2018 by a qualified independent actuary. The present value of the defined benefit liability, and the related current service cost and past service cost, were measured using the projected unit credit method. The asset valuations are taken from the asset custodian for each scheme. The principal assumptions used in accounting for the pension schemes are set out below: 2018 2017 2016 Year ended 31 March % % % Discount rate 2.7 2.6 3.6 Expected rate of increase in benefit revaluation of covered employees 2.3 2.3 n/a RPI Inflation rate 3.1 3.2 3.0 For the valuation at 31 March 2018, the mortality assumptions used are the SAPS base table, in particular S2PxA tables and the Light table for members of the Jaguar Executive Pension Plan. For the Jaguar Pension Plan, scaling factors of 113 per cent to 119 per cent have been used for male members and scaling factors of 102 per cent to 114 per cent have been used for female members. For the Land Rover Pension Scheme, scaling factors of 108 per cent to 113 per cent have been used for male members and scaling factors of 102 per cent to 111 per cent have been used for female members. For the Jaguar Executive Pension Plan, an average scaling factor of 95 per cent has been used for male members and an average scaling factor of 85 per cent has been used for female members.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 149 ANNUAL REPORT 2017/18 3 2 E M P LOY E E B E N E F I TS (continued) For the valuation at 31 March 2017 and 31 March 2016, the mortality assumptions used are the SAPS base table, in particular S2NxA tables and the Light table for members of the Jaguar Executive Pension Plan. A scaling factor of 120 per cent for males and 110 per cent for females has been used for the Jaguar Pension Plan, 115 per cent for males and 105 per cent for females for the Land Rover Pension Scheme, and 95 per cent for males and 85 per cent for females for the Jaguar Executive Pension Plan. There is an allowance for future improvements in line with the CMI (2017) projections and an allowance for long-term improvements of 1.25 per cent per annum (2017, 2016: CMI (2014) projections with 1.25 per cent per annum improvements). The assumed life expectations on retirement at age 65 are: 2018 2017 2016 As at 31 March years years years Retiring today: Males 21.3 21.5 21.5 Females 23.4 24.5 24.4 Retiring in 20 years: Males 22.5 23.3 23.2 Females 25.1 26.3 26.2 Following consultation with employees earlier in the year, on 3 April 2017, the Group approved and communicated to its defined benefit schemes’ members that the defined benefit schemes’ rules were to be amended with effect from 6 April 2017. As a result, among other changes, future retirement benefits would be calculated each year and revalued until retirement in line with a prescribed rate rather than based upon a member’s final salary at retirement. As a result of the remeasurement of the schemes’ liabilities, a past service credit of £437 million has arisen and was recognised in the year ended 31 March 2018. The sensitivity analysis below is 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 correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the pension liability recognised within the consolidated balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to previous periods. Assumption Change in assumption Impact on scheme liabilities Impact on service cost Increase/decrease Decrease/increase Decrease/increase Discount rate by 0.25% by c.£442million by £10 million Increase/decrease Increase/decrease Increase/decrease Inflation rate by 0.25% by c.£376 million by £10 million Longevity increase/decrease Increase/decrease Increase/decrease Mortality by 1 year by c.£241 million by £5 million
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 150 ANNUAL REPORT 2017/18 3 2 E M P LOY E E B E N E F I TS (continued) The fair value of scheme assets is represented by the following major categories: 2018 2017 2016 As at 31 March Quoted* Unquoted Total Quoted* Unquoted Total Quoted* Unquoted Total £m £m £m % £m £m £m % £m £m £m % Equity instruments Information technology 132 – 132 2% 142 – 142 2% 125 – 125 2% Energy 56 – 56 1% 61 – 61 1% 53 – 53 1% Manufacturing 96 – 96 1% 104 – 104 1% 98 – 98 1% Financials 151 – 151 2% 164 – 164 2% 178 – 178 3% Other 417 – 417 5% 452 – 452 5% 437 – 437 6% 852 – 852 11% 923 – 923 11% 891 – 891 13% Debt instruments Government 2,524 – 2,524 32% 2,929 – 2,929 34% 2,590 – 2,590 36% Corporate bonds (investment grade) 20 1,836 1,856 24% 20 2,071 2,091 25% 158 1,461 1,619 23% Corporate bonds (Non-investment grade) – 584 584 7% 123 414 537 6% 165 280 445 6% 2,544 2,420 4,964 63% 3,072 2,485 5,557 65% 2,913 1,741 4,654 65% Property funds UK – 165 165 2% – 190 190 2% 67 115 182 3% Other – 160 160 2% – 156 156 2% 76 48 124 2% – 325 325 4% – 346 346 4% 143 163 306 5% Cash and cash equivalents 218 – 218 3% 93 – 93 1% 170 – 170 2% Other Hedge funds – 356 356 4% – 403 403 5% – 373 373 5% Private markets 2 252 254 3% – 174 174 2% – 80 80 1% Alternatives 470 214 684 9% 327 379 706 8% 347 88 435 6% 472 822 1,294 16% 327 956 1,283 15% 347 541 888 12% Derivatives Foreign exchange contracts – 1 1 – – 17 17 – – (9) (9) –Interest rate and inflation – 228 228 3% – 289 289 4% – 203 203 3% – 229 229 3% – 306 306 4% – 194 194 3% Total 4,086 3,796 7,882 100% 4,415 4,093 8,508 100% 4,464 2,639 7,103 100% *Quoted prices for identical assets or liabilities in active markets. As at 31 March 2018, the schemes held Gilt Repos. The net value of these transactions is included in the value of government bonds. The value of the funding obligation for the Repo transactions is £1,287 million at 31 March 2018 (2017: £843 million, 2016: £373 million). The split of Level 1 assets is 71 per cent (2017: 66 per cent, 2016: 63 per cent), Level 2 assets 20 per cent (2017: 27 per cent, 2016: 31 per cent) and Level 3 assets 9 per cent (2017: 7 per cent, 2016: 6 per cent). Private market holdings are classified as Level 3 instruments. For this purpose, each element of the Repo transactions is included separately. Jaguar Land Rover contributes towards the UK defined benefit schemes. Following the 5 April 2015 valuations, it is intended to eliminate the pension scheme funding deficits over the 10 years following the valuation date. As at 31 March 2018, there is no additional liability; however, following the changes to the defined benefit schemes’ rules in April 2017, an additional obligation may arise in the future. In line with the schedule of contributions agreed following the 2015 statutory valuation, the current ongoing Company contribution rate for defined benefit accrual is 31 per cent of pensionable salaries in the UK. Deficit contributions also continue to be paid in line with this schedule of contributions. The funding deficit and ongoing contribution rates are expected to reduce following the completion of the 2018 statutory valuation during 2019. The average duration of the benefit obligations at 31 March 2018 is 20.4 years (2017: 21.6 years, 2016: 20.5 years). The expected net periodic pension cost for the year ended 31 March 2019 is £186 million. The Group expects to pay £257 million to its defined benefit schemes, in total, for the year ended 31 March 2019. DE F I NE D C O N T R I B U T I O N S C H E M E S The Group’s contribution to defined contribution schemes for the year ended 31 March 2018 was £77 million (2017: £57 million, 2016: £47 million).
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 151 ANNUAL REPORT 2017/18 3 3 C O M M I T M E N TS A N D C O N T I N G E N C I E S In the normal course of business, the Group faces claims and assertions by various parties. The Group assesses such claims and assertions and monitors the legal environment on an ongoing basis, with the assistance of external legal counsel wherever necessary. The Group records a liability for any claims where a potential loss is probable and capable of being estimated and discloses such matters in its financial statements, if material. For potential losses that are considered possible, but not probable, the Group provides disclosure in the consolidated financial statements but does not record a liability unless the loss becomes probable. Such potential losses may be of an uncertain timing and/or amount. The following is a description of claims and contingencies where a potential loss is possible, but not probable. Management believes that none of the contingencies described below, either individually or in aggregate, would have a material adverse effect on the Group’s financial condition, results of operations or cash flows. L I T I GAT I ON A N D P R O D U C T I O N M AT T E R S The Group is involved in legal proceedings, both as plaintiff and as defendant. There are claims and potential claims of £17 million (2017: £7 million, 2016: £6 million) against the Group which management has not recognised, as settlement is not considered probable. These claims and potential claims pertain to motor accident claims, consumer complaints, employment and dealership arrangements, replacement of parts of vehicles and/or compensation for deficiency in the services by the Group or its retailers. The Group has provided for the estimated cost of repair following the passenger safety airbag issue in the United States, China, Canada, Korea, Australia and Japan. The Group recognises that there is a potential risk of further recalls in the future; however, the Group is unable at this point in time to reliably estimate the amount and timing of any potential future costs associated with this warranty issue. OT H E R TA X E S A N D D U T I E S Contingencies and commitments include tax contingent liabilities of £42 million (2017: £nil, 2016: £nil). These mainly relate to tax audits and tax litigation claims. CO M M IT M E N T S The Group has entered into various contracts with vendors and contractors for the acquisition of plant and machinery and various civil contracts of capital nature aggregating to £853 million (2017: £2,047 million, 2016: £797 million) and £15 million (2017: £31 million, 2016: £12 million) relating to the acquisition of intangible assets. Commitments and contingencies also includes other contingent liabilities of £149 million (2017: £82 million, 2016: £28 million). These mainly relate to government body investigations with regards to legislation and regulation compliance, support provided to the dealer network, termination clauses and supply chain arrangements. The remaining financial commitments, in particular the purchase commitments and guarantees, are of a magnitude typical for the industry. Inventory of £nil (2017, 2016: £nil) and trade receivables with a carrying amount of £155 million (2017: £179 million, 2016: £116 million) and property, plant and equipment with a carrying amount of £nil (2017, 2016: £nil) and restricted cash with a carrying amount of £nil (2017, 2016: £nil) are pledged as collateral/security against the borrowings and commitments. Commitments related to leases are set out in note 36. Stipulated within the joint venture agreement for Chery Jaguar Land Rover Automotive Company Ltd. is a commitment for the Group to contribute a total of CNY 3,500 million of capital, of which CNY 2,875 million has been contributed as at 31 March 2018. The outstanding commitment of CNY 625 million translates to £71 million at the year-end exchange rate. 3 4 C A P I TA L M A N A G E M E N T The Group’s objectives when managing capital are to ensure the going concern operation of all subsidiary companies within the Group and to maintain an efficient capital structure to support ongoing and future operations of the Group and to meet shareholder expectations. The Group issues debt, primarily in the form of bonds, to meet anticipated funding requirements and maintain sufficient liquidity. The Group also maintains certain undrawn committed credit facilities to provide additional liquidity. These borrowings, together with cash generated from operations, are loaned internally or contributed as equity to certain subsidiaries as required. Surplus cash in subsidiaries is pooled (where practicable) and invested to satisfy security, liquidity and yield requirements.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 152 ANNUAL REPORT 2017/18 3 4 C A P I TA L M A N A G E M E N T (continued) The capital structure and funding requirements are regularly monitored by the JLR plc Board to ensure sufficient liquidity is maintained by the Group. All debt issuance and capital distributions are approved by the JLR plc Board. The following table summarises the capital of the Group: 2018 2017 2016 As at 31 March £m £m £m Short-term debt 655 181 121 Long-term debt 3,076 3,400 2,379 Total debt* 3,731 3,581 2,500 Equity attributable to shareholders 9,980 6,581 7,614 Total capital 13,711 10,162 10,114 *Total debt includes finance lease obligations of £19 million (2017: £7 million, 2016: £11 million). 3 5 F I N A N C I A L I N ST R U M E N TS This section gives an overview of the significance of financial instruments for the Group and provides additional information on balance sheet items that contain financial instruments. The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument, are disclosed in note 2. ( A ) F I N A N C I A L A S S E T S A N D L I A B I L I T I E S The following table shows the carrying amounts and fair value of each category of financial assets and liabilities, other than those with carrying amounts that are reasonable approximations of fair values as at 31 March 2018: Derivatives Loans and and financial receivables instruments Fair value and other in cash flow through Total Total Held to financial hedging profit and carrying fair maturity liabilities relationship loss value value £m £m £m £m £m £m Short-term deposits and other investments 36 1,995 – – 2,031 2,031 Other financial assets – current – 230 185 79 494 494 Other financial assets – non-current – 128 266 20 414 414 Total financial assets 36 2,353 451 99 2,939 2,939 Short-term borrowings – 652 – – 652 655 Long-term borrowings – 1,850 1,210 – 3,060 3,090 Other financial liabilities – current – 521 585 83 1,189 1,189 Other financial liabilities – non-current – 24 250 7 281 281 Total financial liabilities – 3,047 2,045 90 5,182 5,215
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 153 ANNUAL REPORT 2017/18 3 5 F I N A N C I A L I N ST R U M E N TS (continued) Included in the long-term borrowings shown in other financial liabilities is £342 million which is designated as the hedged item in a fair value hedge relationship. Included within this figure is £10 million of fair value adjustments as a result of the hedge relationship. The following table shows the carrying amounts and fair value of each category of financial assets and liabilities, other than those with carrying amounts that are reasonable approximations of fair values as at 31 March 2017: Derivatives Loans and and financial receivables instruments Fair value and other in cash flow through Total financial hedging profit and carrying Total fair liabilities relationship loss value value £m £m £m £m £m Other financial assets – current 49 133 36 218 218 Other financial assets – non-current 15 205 50 270 270 Total financial assets 64 338 86 488 488 Short-term borrowings 179 – – 179 179 Long-term borrowings 2,432 963 – 3,395 3,489 Other financial liabilities – current 379 1,517 243 2,139 2,139 Other financial liabilities – non-current 8 1,379 12 1,399 1,399 Total financial liabilities 2,998 3,859 255 7,112 7,206 The following table shows the carrying amounts and fair value of each category of financial assets and liabilities, other than those with carrying amounts that are reasonable approximations of fair values as at 31 March 2016: Derivatives Loans and and financial receivables instruments Fair value and other in cash flow through Total financial hedging profit and carrying Total fair liabilities relationship loss value value £m £m £m £m £m Other financial assets – current 64 54 19 137 137 Other financial assets – non-current 31 143 11 185 185 Total financial assets 95 197 30 322 322 Short-term borrowings 116 – – 116 116 Long-term borrowings 2,373 – – 2,373 2,398 Other financial liabilities – current 296 563 103 962 962 Other financial liabilities – non-current 8 752 57 817 817 Total financial liabilities 2,793 1,315 160 4,268 4,293 Offsetting Certain financial assets and financial liabilities are subject to offsetting where there is currently a legally enforceable right to set off recognised amounts and the Group intends to either settle on a net basis or to realise the asset and settle the liability simultaneously. Derivative financial assets and financial liabilities are subject to master netting arrangements whereby in the case of insolvency, derivative financial assets and financial liabilities can be settled on a net basis.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 154 ANNUAL REPORT 2017/18 3 5 F I N A N C I A L I N ST R U M E N TS (continued) The following table discloses the amounts that have been offset in arriving at the consolidated balance sheet presentation and the amounts that are available for offset only under certain conditions as at 31 March 2018: Gross amount of Gross recognised Net amount amount not Cash Gross set-off in presented in offset in collateral Net amount amount the balance the balance the balance (received)/ after recognised sheet sheet sheet pledged offsetting £m £m £m £m £m £m Financial assets Derivative financial assets 550 – 550 (531) – 19 Cash and cash equivalents 2,806 (180) 2,626 – – 2,626 3,356 (180) 3,176 (531) – 2,645 Financial liabilities Derivative financial liabilities 925 – 925 (531) – 394 Short–term borrowings 832 (180) 652 – – 652 1,757 (180) 1,577 (531) – 1,046 The following table discloses the amounts that have been offset in arriving at the consolidated balance sheet presentation and the amounts that are available for offset only under certain conditions as at 31 March 2017: Gross amount of Gross recognised Net amount amount not Cash Gross set-off in presented in offset in collateral Net amount amount the balance the balance the balance (received)/ after recognised sheet sheet sheet pledged offsetting £m £m £m £m £m £m Financial assets Derivative financial assets 424 – 424 (419) – 5 Cash and cash equivalents 2,909 (31) 2,878 – – 2,878 3,333 (31) 3,302 (419) – 2,883 Financial liabilities Derivative financial liabilities 3,151 – 3,151 (419) – 2,732 Short-term borrowings 210 (31) 179 – – 179 3,361 (31) 3,330 (419) – 2,911 The following table discloses the amounts that have been offset in arriving at the consolidated balance sheet presentation and the amounts that are available for offset only under certain conditions as at 31 March 2016: Gross amount of Gross recognised Net amount amount not Cash Gross set-off in presented in offset in collateral Net amount amount the balance the balance the balance (received)/ after recognised sheet sheet sheet pledged offsetting £m £m £m £m £m £m Financial assets Derivative financial assets 227 – 227 (227) – –Cash and cash equivalents 3,507 (108) 3,399 – – 3,399 3,734 (108) 3,626 (227) – 3,399 Financial liabilities Derivative financial liabilities 1,475 – 1,475 (227) – 1,248 Short-term borrowings 224 (108) 116 – – 116 1,699 (108) 1,591 (227) – 1,364
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 155 ANNUAL REPORT 2017/18 3 5 F I N A N C I A L I N ST R U M E N TS (continued) Fair value hierarchy Financial instruments held at fair value are required to be measured by reference to the following levels: • Quoted prices in an active market (Level 1): this level of hierarchy includes financial instruments that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities; • Valuation techniques with observable inputs (Level 2): this level of hierarchy includes financial assets and liabilities measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and • Valuation techniques with significant unobservable inputs (Level 3): this level of hierarchy includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. There has been no change in the valuation techniques adopted or any transfers between fair value levels in either current or prior financial years as presented. The financial instruments that are measured subsequent to initial recognition at fair value are classified as Level 2 fair value measurements, as defined by IFRS 13, being those derived from inputs other than quoted prices that are observable. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. Fair values of forward derivative financial assets and liabilities are estimated by discounting expected future contractual cash flows using prevailing market interest rate curves from Reuters. Commodity swap contracts are similarly fair valued by discounting expected future contractual cash flows. Option contracts on foreign currency are entered into on a zero cost collar basis and fair value estimates are calculated from standard Black-Scholes options pricing methodology, using prevailing market interest rates and volatilities. The estimate of fair values for cross-currency swaps is calculated using discounted estimated future cash flows. Estimates of the future floating-rate cash flows are based on quoted swap rates, future prices and interbank borrowing rates (‘LIBOR’). Additionally, a credit valuation adjustment/debit value adjustment is taken on derivative financial assets and liabilities and is calculated by discounting the fair value gain or loss on the financial derivative using credit default swap (‘CDS’) prices quoted for the counterparty or Jaguar Land Rover respectively. CDS prices are obtained from Reuters. The long-term unsecured listed bonds are held at amortised cost. Their fair value for disclosure purposes is determined using Level 1 valuation techniques, based on the closing price as at 31 March 2018 on the Luxembourg Stock Exchange multilateral trading facility (‘EURO MTF’) market. Fair values of cash and cash equivalents, short-term deposits, trade receivables and payables, short-term borrowings other than unsecured listed bonds and other financial assets and liabilities (current and non-current excluding derivatives) are assumed to approximate to cost due to the short-term maturing of the instruments and as the impact of discounting is not significant. Other investments which are not equity accounted for are recognised at fair value unless there is no active quoted market. The fair values have been determined using level 3 valuation techniques and the closing valuation as at 31 March 2018 is £28 million (2017: £1 million, 2016: £nil). The fair value gain recognised in the consolidated income statement for the year ended 31 March 2018 is £2 million (2017, 2016: £nil). Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of all the amounts that the Group could have realised in a sales transaction as of the respective dates. The estimated fair value amounts as at 31 March 2018, 2017 and 2016 have been measured as at the respective dates. As such, the fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each year end. ( B ) F I N A N C I A L R I S K M A N A G E M E N T The Group is exposed to foreign currency exchange rate, commodity price, interest rate, liquidity and credit risks. The management of foreign currency exchange rate risk is discussed in the Strategic report. The Group has a risk management framework in place, which monitors all of these risks as discussed below. This framework is approved by the JLR plc Board.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 156 ANNUAL REPORT 2017/18 3 5 F I N A N C I A L I N ST R U M E N TS (continued) (C) C A S H F L O W H E D G E S The Group uses foreign currency contracts and foreign currency denominated borrowings as hedging instruments to hedge its risk associated with foreign currency fluctuations relating to highly probable forecast transactions. In addition, the Group uses cross-currency interest rate swaps to hedge its foreign currency risk associated with recognised long-term borrowings. The fair value of such contracts designated in a hedge relationship as at 31 March 2018 was a net liability of £384 million (2017: £2,558 million, 2016: £1,118 million). Cash flow hedges are expected to be recognised in profit or loss during the years ending 31 March 2019 to 31 March 2028. The Group uses foreign currency options as the hedging instrument in cash flow hedge relationships. The time value of options is excluded from the hedge relationship and thus the change in time value is recognised immediately in the consolidated income statement. There is no significant ineffectiveness from cash flow hedges. Changes in the fair value of foreign currency contracts, to the extent determined to be an effective cash flow hedge, are recognised in the consolidated statement of comprehensive income, and the ineffective portion of the fair value change is recognised in the consolidated income statement. The following amounts have been recognised in the years ended 31 March 2018, 2017 and 2016. 2018 2017 2016 £m £m £m Fair value gain/(loss) in derivative contracts recognised in other comprehensive income 1,078 (2,887) (126) Foreign exchange gain/(loss) on foreign currency borrowings recognised in other comprehensive income 145 (150) –Loss reclassified from other comprehensive income to the income statement 1,200 1,271 181 Net gain/(loss) reported in other comprehensive income for cash flow hedges 2,423 (1,766) 55 Gain/(loss) released from the hedge reserve to ‘Foreign exchange gain/ (loss) and fair value adjustments’ in the income statement relating to forecast transactions that are no longer expected to occur 7 (40) (2) Gain/(loss) on derivatives not hedge accounted, recognised in ‘Foreign exchange gain/(loss) and fair value adjustments’ in the income statement 12 (18) 88 ( D ) FA I R VA L U E H E D G E S The Group uses cross-currency interest rate swaps as the hedging instrument in a fair value hedge of foreign exchange and interest rate risks of foreign currency denominated debt. The derivatives convert USD fixed rate to GBP floating rate debt. Changes in the fair value of foreign currency contracts that are designated in fair value hedging relationships are recognised in the income statement. Changes in the fair value of the underlying hedged item (long-term borrowings) for the hedged risks are recognised in the same income statement line. The following amounts have been recognised in the years ended 31 March 2018, 2017 and 2016. 2018 2017 2016 £m £m £m Net change in the hedged item used for assessing hedge effectiveness, recognised in the income statement in ‘Foreign exchange gain/(loss) and fair value adjustments’ in respect of the debt designated as the hedged item 34 – –Fair value changes in the derivative instruments taken to the consolidated income statement in ‘Foreign exchange gain/(loss) and fair value adjustments’ (27) – – Ineffectiveness recognised in the consolidated income statement in ‘Foreign exchange loss and fair value adjustments’ 7 – –
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 157 ANNUAL REPORT 2017/18 3 5 F I N A N C I A L I N ST R U M E N TS (continued) ( E ) F O R E I G N C U R R E N C Y E XC H A N G E R AT E R I S K The fluctuation in foreign currency exchange rates may have a potential impact on the consolidated income statement, the consolidated statement of comprehensive income, the consolidated balance sheet, the consolidated statement of changes in equity and the consolidated cash flow statement, where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the respective consolidated entities. Considering the countries and economic environment in which the Group operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in US Dollar, Chinese Yuan and Euro against the functional currency of the Company and its subsidiaries (considered to be GBP, Euro and Indian Rupee). Foreign exchange risk on future transactions is mitigated through the use of derivative contracts. In addition to the derivatives designated in hedging relationships as detailed in (C) and (D), the Group enters into foreign currency contracts as economic hedges of recognised foreign currency debt. A 10 per cent depreciation/appreciation in Sterling against the foreign currency underlying the contracts within the Group’s derivative portfolio that are sensitive to changes in foreign exchange rates (excluding US Dollar bonds designated in a cash flow hedging relationship) would have resulted in an approximate (loss)/gain of: 2018 2017 2016 As at 31 March £m £m £m 10% depreciation in Sterling against the foreign currency: In other comprehensive income (576) (1,684) (1,824) In the consolidated income statement (11) 116 60 10% appreciation in Sterling against the foreign currency: In other comprehensive income 486 1,609 1,690 In the consolidated income statement 8 (30) 54 The Group is also exposed to fluctuations in exchange rates, which impact the valuation of foreign currency denominated assets and liabilities of its National Sales Companies and also foreign currency denominated balances on the Group’s balance sheet at each reporting period end. The following table sets forth information relating to foreign currency exposure as at 31 March 2018: US Dollar Chinese Yuan Euro Others* Total £m £m £m £m £m Financial assets 1,315 540 1,372 478 3,705 Financial liabilities (3,044) (580) (3,344) (421) (7,389) Net exposure (liability)/asset (1,729) (40) (1,972) 57 (3,684) 10% appreciation/depreciation of the currency would result in additional (loss)/gain: In other comprehensive income (117) / 117 – – n/a n/a In consolidated income statement (14) / 14 (4) / 4 (197) / 197 n/a n/a The following table sets forth information relating to foreign currency exposure as at 31 March 2017: US Dollar Chinese Yuan Euro Others* Total £m £m £m £m £m Financial assets 1,122 490 1,135 405 3,152 Financial liabilities (2,893) (415) (2,598) (356) (6,262) Net exposure (liability)/asset (1,771) 75 (1,463) 49 (3,110) 10% appreciation/depreciation of the currency would result in additional (loss)/gain: In other comprehensive income (93) / 93 – – n/a n/a In consolidated income statement (84) / 84 8 / (8) (146) / 146 n/a n/a
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 158 ANNUAL REPORT 2017/18 3 5 F I N A N C I A L I N ST R U M E N TS (continued) The following table sets forth information relating to foreign currency exposure as at 31 March 2016: US Dollar Chinese Yuan Euro Others* Total £m £m £m £m £m Financial assets 664 666 621 384 2,335 Financial liabilities (2,367) (571) (1,670) (326) (4,934) Net exposure (liability)/asset (1,703) 95 (1,049) 58 (2,599) 10% appreciation/depreciation of the currency would result in additional (loss)/gain: In other comprehensive income – – – n/a n/a In consolidated income statement (170) / 170 10 / (10) (105) / 105 n/a n/a *Others include Japanese Yen, Russian Rouble, Singapore Dollar, Swiss Franc, Australian Dollar, South African Rand, Thai Baht, Korean Won etc. ( F ) C O M M O D I T Y P R I C E R I S K The Group is exposed to commodity price risk arising from the purchase of certain raw materials such as aluminium, copper, platinum and palladium. This risk is mitigated through the use of derivative contracts and fixed price contracts with suppliers. The derivative contracts do not qualify for hedge accounting as the commodity exposure does not meet the hedge accounting requirements of IAS 39. The total fair value gain on commodities of £28 million (2017: gain of £106 million, 2016: loss of £113 million) has been recognised in ‘Other income’ in the consolidated income statement. The losses reported do not reflect the purchasing benefits received by the Group (which are included within ‘Material and other cost of sales’). A 10 per cent appreciation/depreciation of all commodity prices underlying such contracts would have resulted in a gain/loss of £50 million (2017: £57 million, 2016: £52 million). (G ) I N T E R E S T R AT E R I S K Interest rate risk is the risk that changes in market interest rates will lead to changes in interest income and expense for the Group. In addition to issuing long-term fixed-rate bonds, the Group has other facilities in place which are primarily used to finance working capital that are subject to variable interest rates. When undertaking a new debt issuance, the JLR plc Board will consider the fixed/floating interest rate mix of the Group, the outlook for future interest rates and the appetite for certainty of funding costs. The Group uses cross-currency interest rate swaps to convert some of its issued debt from foreign denominated fixed rate debt to GBP floating rate debt. The derivative instruments and the foreign currency fixed rate debt are designated in fair value and cash flow hedging relationships. As at 31 March 2018, the carrying amount of these derivative instruments was a liability of £29 million (2017, 2016: £nil). The risk estimates provided assume a parallel shift of 100 basis points interest rate across all yield curves. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The year-end balances are not necessarily representative of the average debt outstanding during the year. As at 31 March 2018, short-term borrowings of £155 million (2017: £179 million, 2016: £116 million) were subject to the variable interest rate. An increase/decrease of 100 basis points in interest rates at the balance sheet date would result in an impact of £2 million (2017: £2 million, 2016: £1 million) in the consolidated income statement and £nil (2017, 2016: £nil) in equity. ( H ) L I Q U I D I T Y R I S K Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s policy on liquidity risk is to maintain sufficient liquidity in the form of cash and undrawn borrowing facilities to meet the Group’s operating requirements with an appropriate level of headroom.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 159 ANNUAL REPORT 2017/18 3 5 F I N A N C I A L I N ST R U M E N TS (continued) The following are the undiscounted contractual maturities of financial liabilities, including estimated interest payments: Carrying Contractual 1 year 1 to 2 to 5 years amount cash flows or less <2 years <5 years and over As at 31 March 2018 £m £m £m £m £m £m Financial liabilities Long-term borrowings 3,060 3,638 120 824 1,686 1,008 Short-term borrowings 652 668 668 – – –Finance lease obligations 19 32 6 4 11 11 Other financial liabilities 526 555 525 15 15 –Accounts payable 7,614 7,614 7,614 – – –Derivative financial instruments 925 1,207 748 322 124 13 Total contractual maturities 12,796 13,714 9,681 1,165 1,836 1,032 Carrying Contractual 1 year 1 to 2 to 5 years amount cash flows or less <2 years <5 years and over As at 31 March 2017 £m £m £m £m £m £m Financial liabilities Long-term borrowings 3,395 3,982 133 687 1,748 1,414 Short-term borrowings 179 179 179 – – –Finance lease obligations 7 11 2 2 2 5 Other financial liabilities 380 386 360 13 13 –Accounts payable 6,508 6,508 6,508 – – –Derivative financial instruments 3,151 3,992 1,950 1,294 748 – Total contractual maturities 13,620 15,058 9,132 1,996 2,511 1,419 Carrying Contractual 1 year 1 to 2 to 5 years amount cash flows or less <2 years <5 years and over As at 31 March 2016 £m £m £m £m £m £m Financial liabilities Long-term borrowings 2,373 2,935 107 107 1,429 1,292 Short-term borrowings 116 116 116 – – – Finance lease obligations 11 14 5 2 3 4 Other financial liabilities 293 316 276 12 28 – Accounts payable 5,758 5,758 5,758 – – – Derivative financial instruments 1,475 1,882 725 698 459 – Total contractual maturities 10,026 11,021 6,987 819 1,919 1,296 ( I ) C R E D I T R I S K The majority of the Group’s credit risk pertains to the risk of financial loss arising from counterparty default on cash investments. All Group cash is invested according to strict credit criteria and actively monitored by Group Treasury in conjunction with the current market valuation of derivative contracts. To support this, the JLR plc Board has implemented an investment policy that places limits on the maximum cash investment that can be made with any single counterparty depending on their published external credit rating. To a lesser extent the Group has an exposure to counterparties on trade receivables. The Group will seek to mitigate credit risk on sales to third parties through the use of payment at the point of delivery, credit insurance and letters of credit from banks that meet internal rating criteria. None of the financial instruments of the Group result in material concentrations of credit risks. Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. Financial assets None of the Group’s cash equivalents, including term deposits with banks, are past due or impaired. Regarding other financial assets that are neither past due nor impaired, there were no indications as at 31 March 2018 (2017, 2016: no indications) that defaults in payment obligations will occur.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 160 ANNUAL REPORT 2017/18 3 5 F I N A N C I A L I N ST R U M E N TS (continued) The Group has reviewed trade and other receivables not yet due and not impaired and no material issues have been identified. Trade and other receivables past due and impaired are set out below: 2018 2018 2017 2017 2016 2016 Gross Impairment Gross Impairment Gross Impairment As at 31 March £m £m £m £m £m £m Not yet due 1,413 2 1,185 – 967 –Overdue <3 months 216 – 92 4 145 31 Overdue 3–6 months 1 1 1 1 22 22 Overdue >6 months 48 47 57 55 12 7 Total 1,678 50 1,335 60 1,146 60 Included within trade receivables is £155 million (2017: £179 million, 2016: £116 million) of receivables that are part of a debt factoring arrangement. These assets do not qualify for derecognition due to the recourse arrangements in place. The related liability of £155 million (2017: £179 million, 2016: £116 million) is in short-term borrowings. Both the asset and associated liability are stated at amortised cost. 3 6 L E A S E S L E A S ES A S L E S S E E The future minimum non-cancellable finance lease rentals are payable as follows: 2018 2017 2016 As at 31 March £m £m £m Less than one year 6 2 5 Between one and five years 15 4 5 More than five years 11 5 4 Total lease payments 32 11 14 Less future finance charges (13) (4) (3) Present value of lease obligations 19 7 11 The above leases relate to amounts payable under the minimum lease payments on plant and equipment. The carrying value of these assets as at 31 March 2018 was £21 million (2017: £7 million, 2016: £11 million). The Group leased certain of its manufacturing equipment under finance leases that mature between 2018 and 2030. The Group will take ownership of all assets held under finance lease at the end of the lease term. The future minimum non-cancellable operating lease rentals are payable as follows: 2018 2017 2016 As at 31 March £m £m £m Less than one year 91 75 49 Between one and five years 224 209 72 More than five years 238 164 33 Total lease payments 553 448 154 The Group leases a number of buildings, plant and equipment and IT hardware and software under operating leases, certain of which have a renewal and/or purchase option in the normal course of business. L E A S ES A S L E S S O R The future minimum lease receipts under non-cancellable operating leases are as follows: 2018 2017 2016 As at 31 March £m £m £m Less than one year 5 – 2 Between one and five years 2 1 1 More than five years 9 10 10 Total lease receipts 16 11 13
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 161 ANNUAL REPORT 2017/18 3 7 A C Q U I S I T I O N O F S U B S I D I A RY On 31 August 2017, Jaguar Land Rover Limited acquired a further 10,000 ‘B’ shares in Spark44 (JV) Limited, an advertising and marketing agency with overseas subsidiaries, for a cash consideration of £1 million, increasing its share of the voting rights of Spark44 (JV) Limited from 50% to 50.5%. In addition, Spark44 (JV) Limited’s Articles of Association, together with the Shareholder Agreement were amended to give Jaguar Land Rover Limited control of the Spark44 (JV) Limited as the majority shareholder. Prior to this, Jaguar Land Rover Limited had joint control over Spark44 (JV) Limited and equity accounted for the Spark44 (JV) Limited as a joint venture. The additional share purchase and change to the Articles of Association and Shareholder Agreement are therefore a step acquisition. The amounts recognised in respect of the assets and liabilities acquired are set out in the table below: £m Recognised fair value of assets and liabilities acquired Non-current assets Property, plant and equipment 7 Intangible assets 3 Other non-current assets 2 12 Current assets Cash and cash equivalents 13 Trade and other receivables 22 Other current assets 10 45 Total identifiable assets 57 Current liabilities Accounts payable 13 Other current liabilities 18 31 Non-current liabilities Other non-current liabilities 1 1 Total identifiable liabilities 32 Net assets acquired 25 Satisfied by: Cash 1 Non-controlling interest 11 Fair value of previously held equity interest 13 Total consideration transferred 25 Net cash inflow arising on step acquisition Consideration paid in cash (1) Cash and cash equivalents acquired 13 Net cash inflow arising on step acquisition 12 No goodwill arose on acquisition. The fair value of Jaguar Land Rover Limited’s existing equity share in the Spark44 (JV) Limited prior to the step acquisition date has been measured as £13 million. A gain of £3 million, representing the difference between the fair value and carrying value of the equity investment, has been recognised in other income in the year ended 31 March 2018.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 162 ANNUAL REPORT 2017/18 3 7 A C Q U I S I T I O N O F S U B S I D I A RY (continued) The non-controlling interest (49.5% ownership in Spark44 (JV) Limited) recognised at the step acquisition date was measured by reference to the non-controlling interest’s proportionate share of the Spark44 (JV) Limited net identifiable assets using the proportionate share method and amounted to £11 million. On 2 October 2017, Jaguar Land Rover Limited and Jaguar Land Rover Holdings Limited acquired 100% of the share capital of GDV Imports México, S.A.P.I. de C.V. and Servicios GDV México, S.A. de C.V., the appointed importer for Mexico, for a cash consideration of £6 million. The amounts recognised in respect of the assets and liabilities acquired are set out in the table below: £m Recognised fair value of assets and liabilities acquired Non-current assets Intangible assets 2 2 Current assets Trade and other receivables 1 Inventory 5 Other current assets 2 8 Total identifiable assets 10 Current liabilities Accounts payable 4 4 Total identifiable liabilities 4 Net assets acquired 6 Satisfied by: Cash 6 Total consideration transferred 6 Cash outflow arising on acquisition (6) No goodwill arose on acquisition. On 16 April 2015, the Group acquired 100 per cent of the share capital of Silkplan Limited, obtaining control of Silkplan Limited (prior to the entity being struck off). The amounts recognised in respect of the assets acquired are set out in the table below: £m Recognised amounts of assets acquired Property, plant and equipment 11 Total identifiable assets 11 Total consideration 11 Satisfied by: Cash 11 Total consideration transferred and cash outflow arising on acquisition 11 No goodwill arose on the acquisition.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 163 ANNUAL REPORT 2017/18 3 8 S E G M E N T R E P O RT I N G Operating segments are defined as components of the Group about which separate financial information is available that is evaluated regularly by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Group operates in the automotive segment. The automotive segment includes all activities relating to design, development, manufacture and marketing of vehicles including financing thereof, as well as sale of related parts and accessories from which the Group derives its revenues. The Group has only one operating segment, so no separate segment report is given. The geographic spread of sales by customer location and non-current assets is as disclosed below: Rest of Rest UK US China Europe of world Total £m £m £m £m £m £m 31 March 2018 Revenue 5,096 4,974 5,554 5,318 4,844 25,786 Non-current assets 13,146 32 18 819 165 14,180 31 March 2017 Revenue 5,557 4,638 4,684 5,273 4,187 24,339 Non-current assets 11,714 10 11 158 159 12,052 31 March 2016 Revenue 4,529 4,300 4,839 4,109 4,509 22,286 Non-current assets 10,475 18 16 26 137 10,672 In the table above, non-current assets includes property, plant and equipment and intangible assets.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 164 ANNUAL REPORT 2017/18 3 9 N OT E S TO T H E C O N S O L I D AT E D C A S H F LO W STAT E M E N T (A ) R E C O N C I L I AT I O N O F P R O F I T B E F O R E TA X T O C A S H G E N E R AT E D F R O M O P E R AT I N G A C T I V I T I E S 2018 2017 2016 Year ended 31 March Note £m £m £m Profit for the year 1,133 1,272 1,312 Adjustments for: Depreciation and amortisation 2,075 1,656 1,418 Write-down of tangible assets 10 18 12 – Write-down of intangible assets 10 46 – 28 Loss on disposal of property, plant, equipment and software 13 22 15 13 Foreign exchange (gain)/loss and fair value adjustments on loans 13 (71) 101 54 Income tax expense 14 403 338 245 Finance expense (net) 12 80 68 90 Finance income 12 (33) (33) (38) Foreign exchange (gain)/loss on economic hedges of loans* 13 (11) 4 – Foreign exchange gain on derivatives* 13 (91) (6) (86) Foreign exchange loss/(gain) on short-term deposits 55 (57) (11) Foreign exchange loss/(gain) on other restricted deposits 1 (7) – Foreign exchange loss/(gain) on cash and cash equivalents 41 (95) (4) Unrealised loss/(gain) on commodities 13 2 (148) 59 Share of profit of equity accounted investments (252) (159) (64) Pension past service credit (437) – – Exceptional item (1) (151) 157 Other non-cash adjustments 3 1 2 Cash flows from operating activities before changes in assets and liabilities 2,983 2,811 3,175 Trade receivables (317) (194) 34 Other financial assets* (267) 34 (12) Other current assets (27) (34) 30 Inventories (296) (628) (451) Other non-current assets (5) (25) (18) Accounts payable 600 701 443 Other current liabilities 46 63 52 Other financial liabilities 134 80 71 Other non-current liabilities and retirement benefit obligation 52 158 255 Provisions 161 325 143 Cash generated from operations 3,064 3,291 3,722 *Comparatives have been revised for the amendment in the current year to disclose ‘Foreign exchange (gain)/loss on economic hedges of loans’ as a separate line item, which has resulted in a reclassification of amounts from ‘Foreign exchange (gain)/loss on derivatives’ and ‘Other financial assets’. There is no impact on ‘Cash generated from operations’. ( B ) C A S H F L O W S U S E D I N I N V E S T I N G A C T I V I T I E S Purchases of property, plant and equipment and net cash outflow relating to intangible asset expenditure are presented net of £nil (2017: £nil, 2016: £33 million) of capital government grants received.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 165 ANNUAL REPORT 2017/18 3 9 N OT E S TO T H E C O N S O L I D AT E D C A S H F LOW STAT E M E N T (continued) ( C) R E C O N C I L I AT I O N O F M O V E M E N T S O F L I A B I L I T I E S T O C A S H F L O W S A R I S I N G F R O M F I N A N C I N G A C T I V I T I E S Finance Short-term Long-term lease borrowings borrowings obligations For the year ended £m £m £m Balance at 1 April 2015 156 2,381 13 Proceeds from issue of financing 551 – –Issue of new finance leases – – 3 Repayment of financing (599) (58) (5) Foreign exchange 8 46 –Fee amortisation – 4 – Balance at 31 March 2016 116 2,373 11 Proceeds from issue of financing 488 857 –Repayment of financing (443) (57) (4) Arrangement fees paid – (13) –Foreign exchange 18 81 –Fee amortisation – 4 –Long-term borrowings revaluation in hedge reserve – 150 – Balance at 31 March 2017 179 3,395 7 Proceeds from issue of financing 543 373 –Issue of new finance leases – – 16 Repayment of financing (546) – (4) Reclassification of long-term debt 518 (518) –Foreign exchange (40) (39) –Arrangement fees paid – (4) –Fee amortisation – 6 –Reclassification of long-term debt fees (2) 2 –Long-term borrowings revaluation in hedge reserve – (145) –Fair value adjustment on loans – (10) – Balance at 31 March 2018 652 3,060 19
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 166 ANNUAL REPORT 2017/18 4 0 R E L AT E D PA RT Y T R A N S A C T I O N S The Group’s related parties include Tata Sons Limited, subsidiaries and joint ventures of Tata Sons Limited, which includes Tata Motors Limited (the ultimate parent company), subsidiaries, joint ventures and associates of Tata Motors Limited. The Group routinely enters into transactions with its related parties in the ordinary course of business, including transactions for the sale and purchase of products with its joint ventures and associates. All transactions with related parties are conducted under normal terms of business and all amounts outstanding are unsecured and will be settled in cash. Transactions and balances with the Group’s own subsidiaries are eliminated on consolidation. The following table summarises related party transactions and balances not eliminated in the consolidated financial statements. All related party transactions are conducted under normal terms of business. The amounts outstanding are unsecured and will be settled in cash. With immediate or ultimate With Tata parent Sons Limited and its and its subsidiaries, With joint With subsidiaries joint ventures of associates and joint ventures and the Group of the Group ventures associates For the year ended £m £m £m £m 31 March 2018 Sale of products 703 – 4 77 Purchase of goods – – – 161 Services received 64 – 162 100 Services rendered 142 1 – 2 Trade and other receivables 112 – 2 48 Accounts payable – – 28 59 31 March 2017 Sale of products 568 – 3 49 Purchase of goods 2 – – 85 Services received 124 4 172 108 Services rendered 88 – – 2 Trade and other receivables 70 – 2 34 Accounts payable 3 – 47 27 31 March 2016 Sale of products 315 – 2 48 Purchase of goods – – – 118 Purchase of property, plant and equipment – – 6 –Services received 85 – 146 103 Services rendered 64 – – 2 Trade and other receivables 71 – 1 28 Accounts payable 2 – 7 36 Compensation of key management personnel 2018 2017 2016 Year ended 31 March £m £m £m Short-term benefits 12 14 16 Post-employment benefits 1 1 1 Share-based payments – 3 2 Other long-term employee benefits – 1 –Compensation for loss of office 1 1 – Total compensation of key management personnel 14 20 19 Refer to note 32 for information on transactions with post-employment benefit plans.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 167 ANNUAL REPORT 2017/18 4 1 U LT I M AT E PA R E N T C O M PA N Y A N D PA R E N T C O M PA N Y O F L A R G E R G R O U P The immediate parent undertaking is TML Holdings Pte. Ltd. (Singapore) and the ultimate parent undertaking and controlling party is Tata Motors Limited, India, which is the parent of the smallest and largest group to consolidate these financial statements. Copies of the TML Holdings Pte. Ltd. (Singapore) consolidated financial statements can be obtained from the Company Secretary, TML Holdings Pte. Ltd. 9 Battery Road #15-01 MYP Centre, Singapore 049910. Copies of the Tata Motors Limited, India consolidated financial statements can be obtained from the Company Secretary, Tata Motors Limited, Bombay House, 24, Homi Mody Street, Mumbai-400001, India. 4 2 S U B S E Q U E N T E V E N TS In May 2018, the Company proposed an ordinary dividend of £225 million to its immediate parent company TML Holdings Pte. Ltd. (Singapore).
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 168 ANNUAL REPORT 2017/18 PA R E N T C O M PA N Y F I N A N C I A L STAT E M E N TS PA R E N T C O M PA N Y B A L A N C E S H E E T As at 31 March 2018 2017 2016 Note £m £m £m Non-current assets Investments 43 1,655 1,655 1,655 Other financial assets 44 3,093 3,423 2,392 Other non-current assets 45 6 4 6 Deferred tax assets 46 – – 1 Total non-current assets 4,754 5,082 4,054 Current assets Other financial assets 44 1,221 365 211 Other current assets 45 2 2 2 Cash and cash equivalents 1 – – Total current assets 1,224 367 213 Total assets 5,978 5,449 4,267 Current liabilities Other financial liabilities 47 36 29 26 Deferred finance income 4 2 2 Short-term borrowings 48 497 – –Current income tax liabilities 3 3 5 Total current liabilities 540 34 33 Non-current liabilities Long-term borrowings 48 3,070 3,395 2,373 Deferred finance income 29 32 25 Total non-current liabilities 3,099 3,427 2,398 Total liabilities 3,639 3,461 2,431 Equity attributable to equity holders of the parent Ordinary share capital 49 1,501 1,501 1,501 Capital redemption reserve 49 167 167 167 Retained earnings 671 320 168 Total equity attributable to equity holders of the parent 2,339 1,988 1,836 Total liabilities and equity 5,978 5,449 4,267 The Company has elected to take the exemption under section 408 of the Companies Act 2006 from presenting the parent company income statement. The profit for the Company for the year was £501 million (2017: £302 million, 2016: £300 million). These parent company financial statements were approved by the JLR plc Board and authorised for issue on 24 July 2018. They were signed on its behalf by: PROF. DR. RALF D. SPETH CHIEF EXECUTIVE OFFICER COMPANY REGISTERED NUMBER: 06477691
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 169 ANNUAL REPORT 2017/18 PA R E N T C O M PA N Y STAT E M E N T O F C H A N G E S I N E Q U I T Y Ordinary Capital share redemption Retained Total capital reserve earnings equity £m £m £m £m Balance at 1 April 2017 1,501 167 320 1,988 Profit for the year – – 501 501 Total comprehensive income – – 501 501 Dividend paid – – (150) (150) Balance at 31 March 2018 1,501 167 671 2,339 Balance at 1 April 2016 1,501 167 168 1,836 Profit for the year – – 302 302 Total comprehensive income – – 302 302 Dividend paid – – (150) (150) Balance at 31 March 2017 1,501 167 320 1,988 Balance at 1 April 2015 1,501 167 18 1,686 Profit for the year – – 300 300 Total comprehensive income – – 300 300 Dividend paid – – (150) (150) Balance at 31 March 2016 1,501 167 168 1,836
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 170 ANNUAL REPORT 2017/18 PA R E N T C O M PA N Y C A S H F LO W STAT E M E N T For the year ended 31 March 2018 2017 2016 £m £m £m Cash flows (used in)/generated from operating activities Profit for the year 501 302 300 Adjustments for: Income tax credit – (1) – Dividends received (500) (300) (300) Finance income (153) (132) (136) Finance expense 152 131 135 Cash flows used in operating activities before changes in assets and liabilities – – (1) Other financial assets (724) (949) 62 Other current liabilities 1 (1) (3) Net cash (used in)/generated from operating activities (723) (950) 58 Cash flows generated from investing activities Finance income received 144 136 133 Dividends received 500 300 150 Net cash generated from investing activities 644 436 283 Cash flows generated from/(used in) financing activities Finance expenses and fees paid (143) (136) (133) Proceeds from issuance of long-term borrowings 373 857 –Repayment of long-term borrowings – (57) (58) Dividends paid (150) (150) (150) Net cash generated from/(used in) financing activities 80 514 (341) Net increase in cash and cash equivalents 1 – – Cash and cash equivalents at beginning of year – – – Cash and cash equivalents at end of year 1 – –
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 171 ANNUAL REPORT 2017/18 NOT E S TO T H E PA R E N T C O M PA N Y F I N A N C I A L STAT E M E N TS 4 3 I N V E ST M E N TS Investments consist of the following: 2018 2017 2016 As at 31 March £m £m £m Cost of unquoted equity investments at beginning and end of year 1,655 1,655 1,655 The Company has not made any investments or disposals of investments in the year. The Company has the following 100 per cent direct interest in the ordinary shares of a subsidiary undertaking: Principal place of business and country Subsidiary undertaking of incorporation Registered office address Jaguar Land Rover Holdings Limited England and Wales Abbey Road, Whitley, Coventry, CV3 4LF, England The shareholding above is recorded at acquisition value in the Company’s accounts. Details of the indirect subsidiary undertakings are as follows: Principal place of business and country Name of company Shareholding of incorporation Registered office address Jaguar Land Rover Limited 100% England and Wales Abbey Road, Whitley, Coventry CV3 4LF England Jaguar Land Rover North America, LLC. 100% USA 100 Jaguar Land Rover Way, Mahwah, NJ 07495, USA Jaguar Land Rover Deutschland GmbH 100% Germany Am Kronberger Hang 2a, 65824 Schwalbach/Ts, Germany Jaguar Land Rover Belux N.V. 100% Belgium Generaal Lemanstraat 47, 2018 Antwerpen, Belgium Jaguar Land Rover Austria GmbH 100% Austria Siezenheimer Strasse 39a, 5020 Salzburg Austria Jaguar Land Rover Italia SpA 100% Italy Via Alessandro Marchetti, 105—00148, Roma, Italy Jaguar Land Rover Australia (Pty) Limited 100% Australia 65 Epping Road, North Ryde, New South Wales 2113, Australia Jaguar Land Rover Espana SL 100% Spain Torre Picasso, Plaza Pablo Ruiz Picasso, 1 – Planta 42, 23020 Madrid, Spain Jaguar Land Rover Nederland B.V. 100% Holland PO Box 40, Stationsweg 8, 4153 RD Beesd, Netherlands Jaguar Land Rover Portugal Veiculos e Pecas, 100% Portugal Edificio Escritorios do Tejo, Rua do Polo Sul, Lote Lda. 1.10.1.1 – 3.° B-3, Parish of Santa Maria dos Olivais, Municipality of Lisboa, Portugal Jaguar Land Rover (China) Investment Co., 100% China 11F, No.06 (Building D) The New Bund World Trade Ltd. (formerly Jaguar Land Rover Automotive Center (Phase II), Lane 227 Dongyu Road, Pudong Trading (Shanghai) Co., Ltd.) New District, Shanghai 200126 Shanghai Jaguar Land Rover Automotive 100% China 11F, No.06 (Building D) The New Bund World Trade Service Co. Ltd Center (Phase II), Lane 227 Dongyu Road, Pudong New District, Shanghai 20012 Jaguar Land Rover Japan Ltd 100% Japan Garden City Shinagawa Gotenyama Bldg. 9F, 6-7-29 Kita-Shinagawa, Shinagawa-ku, Tokyo 141-0001, Japan Jaguar Land Rover Korea Co. Limited 100% Korea 25F West Mirae Asset Center 1 Building 67 Suha-dong, Jung-gu Seoul 100-210, Korea Jaguar Land Rover Canada ULC 100% Canada 75 Courtneypark Drive West, Unit 3 Mississauga, ON L5W 0E3, Canada Jaguar Land Rover France SAS 100% France Z.A. Kleber – Batiment Ellington, 165 Boulevard de Valmy, 92706 Colombes, Cedex, France Jaguar e Land Rover Brasil Indústria e 100% Brazil Avenida Ibirapuera 2.332, Torre I—10º andar- Moema Comércio de Veículos Ltda. 04028-002, São Paulo-SP-Brazil Jaguar Land Rover Limited Liability Company 100% Russia 28B, Building 2 Mezhdunarodnoe Shosse 141411, Moscow Russian Federation
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 172 ANNUAL REPORT 2017/18 4 3 I N V E ST M E N TS (continued) Principal place of business and country Name of company Shareholding of incorporation Registered office address Jaguar Land Rover (South Africa) Holdings 100% England and Wales Abbey Road, Whitley, Coventry CV3 4LF England Limited Jaguar Land Rover (South Africa) (Pty) Ltd 100% South Africa 28 Victoria Link, Route 21 Corporate Park, Nellmapius Drive, Irene X30, Centurion, Tshwane, Gauteng, South Africa Jaguar Land Rover India Limited 100% India Nanavati Mahalaya, 3rd floor, 18, Homi Mody Street, Mumbai, Maharashtra, India 400001 Daimler Transport Vehicles Limited 100% England and Wales Abbey Road, Whitley, Coventry CV3 4LF England S.S. Cars Limited 100% England and Wales Abbey Road, Whitley, Coventry CV3 4LF England The Lanchester Motor Company Limited 100% England and Wales Abbey Road, Whitley, Coventry CV3 4LF England The Daimler Motor Company Limited 100% England and Wales Abbey Road, Whitley, Coventry CV3 4LF England The Jaguar Collection Limited 100% England and Wales Abbey Road, Whitley, Coventry CV3 4LF England Jaguar Land Rover Pension Trustees Limited 100% England and Wales Abbey Road, Whitley, Coventry CV3 4LF England JLR Nominee Company Limited 100% England and Wales Abbey Road, Whitley, Coventry CV3 4LF England Jaguar Cars Limited 100% England and Wales Abbey Road, Whitley, Coventry CV3 4LF England Land Rover Exports Limited 100% England and Wales Abbey Road, Whitley, Coventry CV3 4LF England Land Rover Ireland Limited 100% Ireland c/o LK Shields Solicitors, 39/40 Upper Mount Street Dublin 2, Ireland Jaguar Cars South Africa (Proprietary) Ltd 100% South Africa Simon Vermooten Road, Silverton, Pretoria 0184 South Africa Jaguar Land Rover Slovakia s.r.o. 100% Slovakia Vysoka 2/B, 811 06 Bratislava, Slovakia Jaguar Land Rover Singapore Pte. Ltd 100% Singapore 138 Market Street, CapitaGreen, Singapore Jaguar Racing Limited 100% England and Wales Abbey Road, Whitley, Coventry CV3 4LF England InMotion Ventures Limited 100% England and Wales Abbey Road, Whitley, Coventry CV3 4LF England Jaguar Land Rover Colombia SAS 100% Colombia CL 67735 OFE, 1204 Bogotan Cundinamarka 1 3192 900 Colombia InMotion Ventures 1 Limited 100% England and Wales Abbey Road, Whitley, Coventry CV3 4LF England InMotion Ventures 2 Limited 100% England and Wales Abbey Road, Whitley, Coventry CV3 4LF England InMotion Ventures 3 Limited 100% England and Wales Abbey Road, Whitley, Coventry CV3 4LF England Jaguar Land Rover México, S.A.P.I. de C.V. 100% Mexico Av. Javier Barros Sierra No.540 Piso 7 Oficina 703, Col. Santa Fe la Fe Del., Alvaro Obregón, México, D.F. C.P. 01210 Jaguar Land Rover Servicios México, S.A. 100% Mexico Av. Javier Barros Sierra No.540 Piso 7 Oficina 703, de C.V. Col. Santa Fe la Fe Del., Alvaro Obregón, México, D.F. C.P. 01210 Jaguar Land Rover Taiwan Company Limited 100% Taiwan 12F, No. 40, Sec. 1, Chengde Road, Datong Dist., Taipei City 103, Taiwan (R.O.C.) Jaguar Land Rover Ireland (Services) Limited 100% England and Wales c/o 40 Upper Mount Street, Dublin 2, Ireland Spark44 (JV) Limited 50.50% England and Wales Abbey Road, Whitley, Coventry CV3 4LF England Spark44 Limited 50.50% England and Wales The White Collar Factory, 1 Old Street Yard, London EC1Y 8AF England Spark44 LLC 50.50% USA 5870 W. Jefferson Blvd, Studio H,Los Angeles, CA 90016, USA Spark44 Canada Inc 50.50% Canada 1059 Spadina Road, Toronto, ON M5N 2M7, Canada Spark44 GmbH 50.50% Germany Querstr. 7, 60322 Frankfurt am Main Spark44 Communications S.L. 50.50% Spain Prim 19, 4th floor, 28004 Madrid Spark44 S.r.l 50.50% Italy Via Marcella, 4/6- 00153 Rome Spark44 Pty Limited 50.50% Australia Level 5, 65 Berry Street, North Sydney , NSW 2060 Spark44 DMCC 50.50% UAE Unit No: 1401 &1404, Swiss Tower, Plot No: JLT-PH2-Y3A Jumeirah Lakes Towers, Dubai, UAE
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 173 ANNUAL REPORT 2017/18 4 3 I N V E ST M E N TS (continued) Principal place of business and country Name of company Shareholding of incorporation Registered office address Spark44 Seoul Limited 50.50% South Korea F12, 11 Cheonggyecheon-ro, Jongno-gu, Seoul, Korea Spark44 Singapore Pte Limited 50.50% Singapore 138 Market Street 36-01/02 CapitaGreen, Singapore 048946 Spark44 Japan K.K. 50.50% Japan 2-23-1-806, Akasaka, Minato-ku, Tokyo, 153-0042 Spark44 Demand Creation Partners Limited 50.50% India Block A, Level 1, Shiv Sagar Estate, Dr. Annie Besent Road, Worli,Mumbai – 400018 Spark44 South Africa Pty Ltd 50.50% South Africa 21 Forssman Close, Barbeque Downs, Kyalami Spark44 Shanghai 50.50% China Rooms 6401,6402,6501,6502, No.436 Ju Men Road, Huang Pu District, Shanghai Details of the indirect holdings in equity accounted investments are given in note 15 to the consolidated financial statements. 4 4 OT H E R F I N A N C I A L A S S E TS 2018 2017 2016 As at 31 March £m £m £m Non-current Receivables from subsidiaries 3,093 3,423 2,392 Current Receivables from subsidiaries 1,221 365 211 4 5 OT H E R A S S E TS 2018 2017 2016 As at 31 March £m £m £m Non-current Prepaid expenses 6 4 6 Current Prepaid expenses 2 2 2 4 6 D E F E R R E D TA X A S S E TS A N D L I A B I L I T I E S As at 31 March 2018, the Company has recognised a deferred tax asset of £nil (2017: £nil, 2016: £1 million) in relation to tax losses. 4 7 OT H E R F I N A N C I A L L I A B I L I T I E S 2018 2017 2016 As at 31 March £m £m £m Current Interest payable 32 27 22 Other 4 2 4 Total current other financial liabilities 36 29 26
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 174 ANNUAL REPORT 2017/18 4 8 I N T E R E ST B E A R I N G LO A N S A N D B O R R O W I N G S 2018 2017 2016 As at 31 March £m £m £m Short-term borrowings Current portion of long-term EURO MTF listed debt 497 – – Total short-term borrowings 497 – –Long-term borrowings EURO MTF listed debt 3,070 3,395 2,373 Total long-term borrowings 3,070 3,395 2,373 Total debt 3,567 3,395 2,373 EURO MTF LISTED DEBT The bonds are listed on the Luxembourg Stock Exchange multilateral trading facility (‘EURO MTF’) market. Details of the tranches of the bonds outstanding at 31 March 2018 are as follows: • $500 million Senior Notes due 2023 at a coupon of 5.625 per cent per annum – issued January 2013 • $700 million Senior Notes due 2018 at a coupon of 4.125 per cent per annum – issued December 2013 • £400 million Senior Notes due 2022 at a coupon of 5.000 per cent per annum – issued January 2014 • $500 million Senior Notes due 2019 at a coupon of 4.250 per cent per annum – issued October 2014 • £400 million Senior Notes due 2023 at a coupon of 3.875 per cent per annum – issued February 2015 • $500 million Senior Notes due 2020 at a coupon of 3.500 per cent per annum – issued March 2015 • €650 million Senior Notes due 2024 at a coupon of 2.200 per cent per annum – issued January 2017 • £300 million Senior Notes due 2021 at a coupon of 2.750 per cent per annum – issued January 2017 • $500 million Senior Notes due 2027 at a coupon of 4.500 per cent per annum – issued October 2017 Details of the tranches of the bond repaid in the year ended 31 March 2017 are as follows: • $84 million Senior Notes due 2021 at a coupon of 8.125 per cent per annum – issued May 2011 Details of the tranches of the bonds repaid in the year ended 31 March 2016 are as follows: • £58 million Senior Notes due 2020 at a coupon of 8.250 per cent per annum – issued March 2012 The contractual cash flows of interest bearing borrowings are set out below, including estimated interest payments, and assumes the debt will be repaid at the maturity date: 2018 2017 2016 As at 31 March £m £m £m Due in 1 year or less 639 142 117 Between 1 and 3 years 1,228 1,610 717 Between 3 and 5 years 1,305 848 857 More than 5 years 1,008 1,414 1,292 Total contractual cash flows 4,180 4,014 2,983 4 9 C A P I TA L A N D R E S E RV E S 2018 2017 2016 As at 31 March £m £m £m Authorised, called up and fully paid 1,500,642,163 ordinary shares of £1 each 1,501 1,501 1,501 Total capital 1,501 1,501 1,501 The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. The capital redemption reserve of £167 million (2017, 2016: £167 million) was created in March 2011 on the cancellation of share capital.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 175 ANNUAL REPORT 2017/18 5 0 D I V I D E N D S 2018 2017 2016 Year ended 31 March £m £m £m Dividend proposed for the previous year paid during the year of £0.10 (2017, 2016: £0.10) per ordinary share 150 150 150 Amounts recognised as distributions to equity holders during the year 150 150 150 Proposed dividend for the year of £0.15 (2017, 2016: £0.10) per ordinary share 225 150 150 In May 2018, the Company proposed an ordinary dividend of £225 million to its immediate parent company TML Holdings Pte. Ltd. (Singapore). 5 1 C O M M I T M E N TS A N D C O N T I N G E N C I E S The Company had no commitments or contingencies at 31 March 2018, 2017 or 2016. 5 2 C A P I TA L M A N A G E M E N T The Company’s objectives when managing capital are to ensure the going concern operation of all subsidiary companies within the Group and to maintain an efficient capital structure to support ongoing and future operations of the Group and to meet shareholder expectations. The Company issues debt, primarily in the form of bonds, to meet anticipated funding requirements and maintain sufficient liquidity. The Company also maintains certain undrawn committed credit facilities to provide additional liquidity. These borrowings, together with cash generated from operations, are loaned internally or contributed as equity to certain subsidiaries as required. Surplus cash in subsidiaries is pooled (where practicable) and invested to satisfy security, liquidity and yield requirements. The capital structure and funding requirements are regularly monitored by the JLR plc Board to ensure sufficient liquidity is maintained by the Group. All debt issuance and capital distributions are approved by the JLR plc Board. The following table summarises the capital of the Company: 2018 2017 2016 As at 31 March £m £m £m Long-term borrowings 3,070 3,395 2,373 Short-term borrowings 497 – – Total debt 3,567 3,395 2,373 Equity 2,339 1,988 1,836 Total capital 5,906 5,383 4,209 5 3 F I N A N C I A L I N ST R U M E N TS This section gives an overview of the significance of financial instruments for the Company and provides additional information on balance sheet items that contain financial instruments. The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument, are disclosed in note 2 to the consolidated financial statements.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 176 ANNUAL REPORT 2017/18 5 3 F I N A N C I A L I N ST R U M E N TS (continued) ( A ) F I N A N C I A L A S S E T S A N D L I A B I L I T I E S The following table shows the carrying amounts and fair value of each category of financial assets and liabilities, other than those with carrying amounts that are reasonable approximations of fair values as at 31 March 2018: Loans and receivables Fair value and other through Total financial profit and carrying Total fair liabilities loss value value £m £m £m £m Other financial assets – current 1,221 – 1,221 1,221 Other financial assets – non-current 3,093 – 3,093 3,093 Total financial assets 4,314 – 4,314 4,314 Other financial liabilities – current 36 – 36 36 Short-term borrowings 497 – 497 500 Long-term borrowings 3,070 – 3,070 3,090 Total financial liabilities 3,603 – 3,603 3,626 The following table shows the carrying amounts and fair value of each category of financial assets and liabilities, other than those with carrying amounts that are reasonable approximations of fair values as at 31 March 2017: Loans and receivables Fair value and other through Total financial profit and carrying Total fair liabilities loss value value £m £m £m £m Other financial assets – current 365 – 365 365 Other financial assets – non-current 3,423 – 3,423 3,423 Total financial assets 3,788 – 3,788 3,788 Other financial liabilities – current 29 – 29 29 Long-term borrowings 3,395 – 3,395 3,489 Total financial liabilities 3,424 – 3,424 3,518 The following table shows the carrying amounts and fair value of each category of financial assets and liabilities, other than those with carrying amounts that are reasonable approximations of fair values as at 31 March 2016: Loans and receivables Fair value and other through Total financial profit and carrying Total fair liabilities loss value value £m £m £m £m Other financial assets – current 211 – 211 211 Other financial assets – non-current 2,392 – 2,392 2,392 Total financial assets 2,603 – 2,603 2,603 Other financial liabilities – current 26 – 26 26 Long-term borrowings 2,373 – 2,373 2,398 Total financial liabilities 2,399 – 2,399 2,424
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 177 ANNUAL REPORT 2017/18 5 3 F I N A N C I A L I N ST R U M E N TS (continued) Fair value hierarchy Financial instruments held at fair value are required to be measured by reference to the following levels: • Quoted prices in an active market (Level 1): This level of hierarchy includes financial instruments that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities; • Valuation techniques with observable inputs (Level 2): This level of hierarchy includes financial assets and liabilities measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and • Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The long-term unsecured listed bonds are held at amortised cost. Their fair value (disclosed above) is determined using Level 1 valuation techniques, based on the closing price as at 31 March 2018 on the EURO MTF market. There has been no change in the valuation techniques adopted or any transfers between fair value levels in either current or prior periods as presented. Fair values of cash and cash equivalents, short-term borrowings and other financial assets and liabilities are assumed to approximate to cost due to the short-term maturing of the instruments and as the impact of discounting is not significant. Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of all the amounts that the Company could have realised in a sales transaction as of respective dates. The estimated fair value amounts as of 31 March 2018, 2017 and 2016 have been measured as of the respective dates. As such, the fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each year end. ( B ) F I N A N C I A L R I S K M A N A G E M E N T The Company is exposed to foreign currency exchange rate, interest rate, liquidity and credit risks. The management of foreign currency exchange rate risk is discussed in the Strategic report. The Company has a risk management framework in place that monitors all of these risks as discussed below. This framework is approved by the JLR plc Board. ( C) F O R E I G N C U R R E N C Y E XC H A N G E R AT E R I S K The fluctuation in foreign currency exchange rates may have potential impact on the income statement and statement of changes in equity, where any transaction references more than one currency or where assets or liabilities are denominated in a currency other than the functional currency of the Company. As at 31 March 2018, 2017 and 2016, there are no designated cash flow hedges. The Company’s operations are subject to risks arising from fluctuations in exchange rates. The risks primarily relate to fluctuations in the GBP:US Dollar and GBP:Euro rates as the Company has US Dollar and Euro assets and liabilities and a GBP functional currency. The following analysis has been calculated based on the gross exposure as of the parent company balance sheet date which could affect the income statement. The following table sets forth information relating to foreign currency exposure as at 31 March 2018: US Dollar Euro £m £m Financial assets 1,945 572 Financial liabilities (1,942) (572) Net exposure asset 3 – A 10 per cent appreciation/depreciation of the US Dollar and Euro would result in an increase/decrease in the Company’s net profit before tax and net assets by approximately £nil and £nil respectively.
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 178 ANNUAL REPORT 2017/18 5 3 F I N A N C I A L I N ST R U M E N TS (continued) The following table sets forth information relating to foreign currency exposure as at 31 March 2017: US Dollar Euro £m £m Financial assets 1,783 560 Financial liabilities (1,783) (560) Net exposure asset – – A 10 per cent appreciation/depreciation of the US Dollar and Euro would result in an increase/decrease in the Company’s net profit before tax and net assets by approximately £nil and £nil respectively. The following table sets forth information relating to foreign currency exposure as at 31 March 2016: US Dollar Euro £m £m Financial assets 1,610 –Financial liabilities (1,609) – Net exposure asset 1 – A 10 per cent appreciation/depreciation of the US Dollar would result in an increase/decrease in the Company’s net profit before tax and net assets by approximately £nil. (D ) I N T E R E S T R AT E R I S K Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rates. The Company is presently funded with long-term fixed interest rate bonds. The Company is subject to variable interest rates on certain other debt obligations. As at 31 March 2018, net financial assets of £1,184 million (2017: £335 million, 2016: £34 million) were subject to the variable interest rate. An increase/decrease of 100 basis points in interest rates at the balance sheet date would result in an impact of £12 million (2017: £3 million, 2016: £nil). The risk estimates provided assume a parallel shift of 100 basis points interest rate across all yield curves. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The year-end balances are not necessarily representative of the average debt outstanding during the year. ( E ) L I Q U I D I T Y R I S K Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s policy on liquidity risk is to ensure that sufficient borrowing facilities are available to fund ongoing operations without the need to carry significant net debt over the medium term. The quantum of committed borrowing facilities available to the Company is reviewed regularly and is designed to exceed forecast peak gross debt levels. The following are the undiscounted contractual maturities of financial liabilities, including estimated interest payments: Carrying Contractual 1 year 1 to 2 to 5 years amount cash flows or less <2 years <5 years and over As at 31 March 2018 £m £m £m £m £m £m Financial liabilities Long-term borrowings 3,070 3,638 120 824 1,686 1,008 Short-term borrowings 497 513 513 – – –Other financial liabilities 36 32 10 7 15 – Total contractual maturities 3,603 4,183 643 831 1,701 1,008
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 179 ANNUAL REPORT 2017/18 5 3 F I N A N C I A L I N ST R U M E N TS (continued) Carrying Contractual 1 year 1 to 2 to 5 years amount cash flows or less <2 years <5 years and over As at 31 March 2017 £m £m £m £m £m £m Financial liabilities Long-term borrowings 3,395 3,982 133 687 1,748 1,414 Other financial liabilities 29 35 12 10 13 – Total contractual maturities 3,424 4,017 145 697 1,761 1,414 Carrying Contractual 1 year 1 to 2 to 5 years amount cash flows or less <2 years <5 years and over As at 31 March 2016 £m £m £m £m £m £m Financial liabilities Long-term borrowings 2,373 2,935 107 107 1,429 1,292 Other financial liabilities 26 52 14 10 28 – Total contractual maturities 2,399 2,987 121 117 1,457 1,292 ( F ) C R E D I T R I S K Financial instruments that are subject to concentrations of credit risk consist of loans to subsidiaries, based in a variety of geographies and markets. Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. Financial assets None of the Company’s cash equivalents or other financial receivables, including time deposits with banks, are past due or impaired. Regarding other financial assets that are neither past due nor impaired, there were no indications as at 31 March 2018 (2017, 2016: no indications) that defaults in payment obligations will occur. 5 4 R E C O N C I L I AT I O N O F M OV E M E N TS O F L I A B I L I T I E S TO C A S H F LO W S A R I S I N G F R O M F I N A N C I N G A C T I V I T I E S Short-term Long-term borrowings borrowings £m £m Balance at 1 April 2015—2,381 Repayment of financing—(58) Foreign exchange—46 Fee amortisation—4 Balance at 31 March 2016—2,373 Proceeds from issue of financing—857 Repayment of financing—(57) Arrangement fees paid—(13) Foreign exchange—231 Fee amortisation—4 Balance at 31 March 2017—3,395 Proceeds from issue of financing—373 Reclassification of long-term debt 518 (518) Foreign exchange (19) (184) Arrangement fees paid—(4) Fee amortisation—6 Reclassification of long-term debt fees (2) 2 Balance at 31 March 2018 497 3,070
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JAGUAR L AND ROVER AUTOMOTIVE PLC STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS 180 ANNUAL REPORT 2017/18 5 5 R E L AT E D PA RT Y T R A N S A C T I O N S The Company’s related parties include Tata Sons Limited, subsidiaries and joint ventures of Tata Sons Limited, which includes Tata Motors Limited (the ultimate parent company), subsidiaries, associates and joint ventures of Tata Motors Limited. The Company routinely enters into transactions with these related parties in the ordinary course of business. The following table summarises related party balances: With With immediate subsidiaries parent £m £m 31 March 2018 Loans to subsidiaries 4,314 – 31 March 2017 Loans to subsidiaries 3,788 – 31 March 2016 Loans to subsidiaries 2,603 – Compensation of key management personnel 2018 2017 2016 Year ended 31 March £m £m £m Short-term benefits 4 5 4 Post-employment benefits – 1 1 Total compensation of key management personnel 4 6 5 Apart from the five directors, the Company did not have any employees and had no employee costs in the years ended 31 March 2018, 2017 and 2016. All directors’ costs are fully recharged to Jaguar Land Rover Limited. 5 6 U LT I M AT E PA R E N T C O M PA N Y A N D PA R E N T C O M PA N Y O F L A R G E R G R O U P The immediate parent undertaking is TML Holdings Pte. Ltd. (Singapore) and ultimate parent undertaking and controlling party is Tata Motors Limited, India, which is the parent of the smallest and largest group to consolidate these financial statements. Copies of the TML Holdings Pte. Ltd. (Singapore) consolidated financial statements can be obtained from the Company Secretary, TML Holdings Pte. Ltd. 9 Battery Road #15-01 MYP Centre, Singapore 049910. Copies of the Tata Motors Limited, India consolidated financial statements can be obtained from the Company Secretary, Tata Motors Limited, Bombay House, 24, Homi Mody Street, Mumbai-400001, India. 5 7 S U B S E Q U E N T E V E N TS In May 2018, the Company proposed an ordinary dividend of £225 million to its immediate parent company TML Holdings Pte. Ltd. (Singapore).
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