(Pictured here: WH Smith store at Adolfo Suárez Madrid-Barajas Airport).

WH Smith PLC has today announced that, following the independent Deloitte review undertaken as a result of accounting issues identified by the Group in August relating to the North America division, Carl Cowling has offered his resignation which the Board has accepted.

Cowling is stepping down as Group CEO and as a Board Director with immediate effect though will remain employed by the Company until 28 February 2026 to hand over his duties.

Andrew Harrison, CEO of the Group’s UK division, will assume the role of Group CEO on an interim basis, until a permanent appointment is made.

The Deloitte review, announced on 21 August, was instructed by the WH Smith Board when an overstatement of around £30m of expected Headline trading profit¹ in North America was identified, as part of a financial review as the Group prepared for its year-end results for the financial year ending 31 August 2025.

At the time, the overstatement was said to be ‘largely due to the accelerated recognition of supplier income in the North America division’.

The key findings* of the Deloitte review were laid out by WH Smith in a statement issued earlier today (19 November).

These identified that: ‘The accounting treatment for supplier income adopted by the North America division was not consistent with the Group’s stated accounting policy and consequently was not consistent with the requirements of the relevant accounting standards.

‘Supplier income recognition has been overstated in North America. As a result of this finding, the Company expects prior year adjustments to be recorded.

‘The overstatement of supplier income identified in the North America division is substantially a timing rather than an existence issue, and relates to the application of accounting standards.’

The Group receives supplier income in the form of supplier incentives and discounts, with these incomes recognised as a deduction from cost of sales on an accrual basis as they are earned for each supplier contract.

WHSmith North America (WHSNA) opened an InMotion store inside John F. Kennedy International Airport (JFK) Terminal 5 on 18 November. 

The WH Smith issued summary of the Deloitte review went onto highlight that: ‘The methodology and conclusion of the Internal Audit review of supplier income for FY25 across the UK and ROW Travel divisions is appropriate and supplier income has been appropriately recognised in these divisions.’

Additionally, the statement read: ‘The North America supplier income issue has arisen against a backdrop of a target-driven performance culture and decentralised divisional structure combined with a limited level of Group oversight of the finance processes in North America. The following factors in North America also contributed: weaknesses in the composition of the finance team and insufficient systems, controls and review procedures for supplier income across commercial and finance functions.’

“This is an extremely serious matter that has had the Board’s full attention, and we sincerely apologise for the shortcomings identified,” commented Annette Court, Chair of WH Smith PLC.

“While the issues identified arose in our North America division, we recognise the importance of strengthening controls, governance and reporting procedures across the Group.

“We have acted swiftly to build a comprehensive remediation plan and will reinforce the financial discipline and integrity that underpin our business moving forward.

“It has also been announced today that Carl Cowling has offered his resignation. Carl will step down as Group CEO and as a Board Director with immediate effect. We wish Carl every success in the future. The Board has begun the search to appoint a new CEO.

“Our priority now is to rebuild trust and credibility and to improve the performance and profitability of our North America division. We are confident that the actions we have taken and will continue to implement over the months ahead will ensure a strong foundation for the business going forward.”

Heathrow’s new travel essentials strategy will see WHSmith  operate travel essentials stores across Terminals 3 and 4 and extend its presence in Terminal 5. In addition, WHSmith will become the main airside health and beauty provider in Terminals 3 and 4 and will provide a pharmacy offer across Terminals 3, 4 and 5. 

The company statement also outlined expectations for the financial year ended 31 August 2025**, informed by the Deloitte review and an ‘extensive year-end review process for the North America division’.

Group Headline trading profit¹ for FY25 is expected to be in the range of £100m-£110m. In North America, Headline trading profit¹ is expected to be in the range of £5m-£15m, down from the revised expectation of around £25m announced on 21 August 2025 (when the independent Deloitte review was announced) and previous market expectations of £55m.

A remediation plan is being implemented with the Group appointing a new CEO for the North America division in June 2025 and being currently in the process of reviewing the wider North America leadership team.

‘The Group has also taken steps to strengthen its Group Finance and Audit and Risk teams. In addition, it is developing a robust remediation plan which will be monitored and governed by the Board and appropriately assured’ stated the company.

Furthermore, read the announcement: ‘As a result of the review conducted to date, the Group expects to incur fees of up to £10m within non-underlying costs in FY25. The Group will provide a further update on future remediation costs in its Preliminary Results’.

Andrew Harrison, CEO of the Group’s UK division, will assume the role of Group CEO on an interim basis.

Meanwhile, the search is now on for a new Group CEO.

“On behalf of the Company and the Board, I would like to thank Carl for his significant contribution to WHSmith over the last 11 years,” said Court.

“Upon being appointed as Group CEO in November 2019, Carl successfully navigated the Company through the global pandemic and, more recently, has strategically repositioned the Group as a pure-play travel retailer. We wish Carl every success in the future.

“I am pleased that Andrew has agreed to accept the position of Interim CEO. Andrew will join the Board with immediate effect. With the support of an external executive search firm, the Board is now committed to appointing the strongest candidate to lead the next phase and guide the Group’s long-term growth strategy.”

Added Carl Cowling, who has been in the Group CEO role since November 2019 and first joined company back in 2014: “Whilst the issues identified in the Deloitte review arose in our North American division, I recognise the seriousness of this situation and as Group CEO feel it is only right that I step down from my position.

“It has been a privilege to lead WHSmith for the past six years as CEO. During this time, we have guided the Company through the unprecedented challenges of the pandemic, pioneered our highly successful one-stop-shop for travel essentials, and completed the divestment of our High Street and online businesses. I would like to thank the entire team for their support, and I wish them well.”

Andrew Harrison commented: “Our immediate priority is to maintain a relentless focus on operational excellence and execute the remediation plan with discipline.

“We have a very resilient business and the fundamentals of the Group are strong. Working alongside Max Izzard, Group CFO, I am confident that we can move forward and position the Group for long-term growth and success.”

The Company’s Preliminary Results are expected to be published on 16 December 2025 (previously scheduled to be announced on 12 November 2025) and will contain a full update on the Group’s outlook, including guidance on North America, for the financial year ending 31 August 2026.

*WH Smith Plc has stated that information is indicative and subject to the conclusion of the full year audit, including the treatment of any prior year adjustments. It also stated that the update is not a preliminary statement of annual results and has not, therefore, been agreed by the Company’s auditors. **The information set out below relates only to the continuing operations of WHSmith and not the businesses disposed of in the financial year ended 31 August 2025.
¹Pre-IFRS 16 basis.

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