Dixons Carphone plc Carphone Dixons Annual Report and Accounts Annual Report 2015/16 and Accounts 2 015 /16 www.dixonscarphone.com @DixonsCarphone WorldReginfo - aa4ab658-5d31-4b5a-af92-0f5f7737a540 “I am very pleased to be announcing another year of significant earnings growth, with profits before tax up more than 17%. In this momentous year we have largely completed our merger activities, driven customer satisfaction and market share to all-time highs in virtually all of our markets, made our shops more interactive and exciting while becoming ever more competitive with pure-play retailers, launched a new joint venture in the US, launched a new UK mobile network, and embarked on an ambitious property plan in the UK and Ireland. We also had our biggest ever trading day on Black Friday last year. We are far from done, though. We have very ambitious plans this year which include making every one of the former Dixons stores one of the new 3-in-1 shops, introducing a lively and interactive new e-Commerce platform to Carphone Warehouse, opening Europe’s most modern distribution centre in Sweden, introducing same-day delivery, rolling out c.150 new stores in the US with Sprint, delivering our honeyBee platform to major global clients, launching our new home services division with a mandate to become a true emergency service for customers across the UK, and continuing to drive market share, price competitiveness and customer satisfaction everywhere. It is likely to be busy. I am truly grateful to all of my colleagues – right across the world – for their hard work and dedication. I am also very proud to be able to say that I work alongside such a creative and dedicated group of men and women. Finally, the nation has spoken and there has been a vote to exit the EU in due course. As you can imagine, we have been giving some thought to this. Our view is that, as the strongest player in our market and despite the volatility that is the inevitable consequence of such change, we expect to find opportunities for additional growth and further consolidate our position as the leader in the UK market.” Sebastian James Group Chief Executive 28 June 2016 Cautionary statement Certain statements made in this Annual Report and Accounts are forward looking. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from any expected future events or results referred to in these forward looking statements. Unless otherwise required by applicable laws, regulations or accounting standards, we do not undertake any obligation to update or revise any forward looking statements, whether as a result of new information, future developments or otherwise. Nothing in this Annual Report and Accounts should be regarded as a profit forecast. WorldReginfo - aa4ab658-5d31-4b5a-af92-0f5f7737a540 Contents Strategic report 2 Highlights of the year 3 Business segments 4 Chairman’s Statement 5 Group Chief Executive’s Statement 8 Strategy, KPIs and Risks overview 10 Our markets 14 Strategy and business model 17 Our resources 19 Key Performance Indicators 20 Principal risks to achieving the Group’s objectives 24 Performance review 30 Corporate Responsibility Corporate Governance 36 Board of Directors 38 Corporate Governance Report 47 Directors’ Report 50 Audit Committee Report 55 Nominations Committee Report 57 Remuneration Report – Remuneration Policy 69 Remuneration Report – Annual Remuneration Report 82 Statement of Directors’ responsibilities Financial statements 83 Independent Auditor’s report 88 Consolidated income statement 89 Consolidated statement of comprehensive income 90 Consolidated balance sheet 91 Consolidated statement of changes in equity 92 Consolidated cash flow statement 93 Notes to the Group financial statements 141 Company balance sheet 142 Company statement of changes in equity 143 Notes to the Company financial statements Investor information 150 Five-year record 151 Pro forma information 153 Shareholder and corporate information 154 Glossary and definitions Dixons Carphone plc Annual Report and Accounts 2015/16 1 00_DC 2016 Annual Report.pdf 1 11/07/2016 18:34 WorldReginfo - aa4ab658-5d31-4b5a-af92-0f5f7737a540 Highlights of the year Dixons Carphone plc is Europe’s leading specialist electrical and telecommunications retailer and services company, employing over Strategic Report 42,000 people in 11 countries. • Group like-for-like revenue up 5% • UK & Ireland like-for-like revenue up 6% • Nordics like-for-like revenue up 4% • Group pro forma Headline PBT of £447 million, up over 17% • Group pro forma Headline EPS of 29.3p • Free cash flows of £202 million • Strong balance sheet with year end net debt broadly flat year on year at £267 million • Final dividend of 6.50p proposed, taking total dividends for the year to 9.75p Pro forma revenue (£million) Pro forma Headline EBIT (£million) Headline basic EPS (pence) 10000 500 35 9,738 9,750 9,752 9,517 468 30 8000 400 413 29.3 25 359 25.5 6000 300 310 20 18.6 4000 200 15 10 10.9 2000 100 5 0 0 0 2015/16 2014/15 2013/14 2012/13 2015/16 2014/15 2013/14 2012/13 2015/16 2014/15 2013/14 2012/13 Our European store presence Store numbers Own Franchise Total UK and Ireland 1,271 — 1,271 Nordics 248 131 379 Southern Europe 317 276 593 1,836 407 2,243 Headline and pro forma performance measures are as defined in the Performance review on page 24. Pro forma results are presented as if the CPW Europe Acquisition and the Merger had occurred at the start of the comparative periods. 2 Dixons Carphone plc Annual Report and Accounts 2015/16 00_DC 2016 Annual Report.pdf 2 11/07/2016 18:34 WorldReginfo - aa4ab658-5d31-4b5a-af92-0f5f7737a540 Business segments We operate four segments as follows: Brands Websites UK & Ireland Currys currys.co.uk currys.ie Strategic Report • Currys and PC World are the largest specialist electrical retailing and services operators in the UK & Ireland. PC World pcworld.co.uk pcworld.ie • Carphone Warehouse is the largest independent telecommunications retailer in the UK & Ireland. Carphone Warehouse carphonewarehouse.com carphonewarehouse.ie • Dixons Travel operates in major UK airports and Dublin. • Knowhow is our market-leading services brand. Dixons Travel dixonstravel.com • Geek Squad is the repairs and support provider for Knowhow knowhow.co.uk Carphone Warehouse. Geek Squad geeksquad.co.uk • Simplifydigital is the UK’s largest, and fastest growing, multi- channel broadband, phone and TV switching platform. Simplifydigital simplifydigital.co.uk • PC World Business provides computing products and services PC World Business pcworldbusiness.co.uk to business to business (‘B2B’) customers. Nordics Elkjøp elkjop.no • The Elkjøp Group is the leading specialist electrical retailer across Elgiganten elgiganten.se the Nordics. elgiganten.dk • Elkjøp, Elkjøp Phonehouse and Lefdal stores operate in Norway, Gigantti gigantti.fi Elgiganten and Elgiganten Phone House in Sweden and Denmark and Gigantti in Finland. Lefdal lefdal.com • Knowhow has been introduced in the Nordic region. Phone House phonehouse.se • InfoCare is the largest consumer electrical repair company in the InfoCare infocareworkshop.no region, operating in Norway, Sweden, Denmark and Finland. Southern Europe Kotsovolos kotsovolos.gr • Kotsovolos is Greece’s leading specialist electrical retailer. Phone House phonehouse.es • Phone House is the leading independent telecommunications retailer Geek Squad geeksquad.es in Spain. • Geek Squad is the repairs and support provider for the Phone House in Spain. Connected World Services (‘CWS’) connectedworldservices.com • CWS aims to leverage the Group’s existing expertise, operating processes and technology to provide a range of services to businesses. • CWS organises its services into three product towers: – Connected Retailing – Support and Services – honeyBee platform Dixons Carphone plc Annual Report and Accounts 2015/16 3 00_DC 2016 Annual Report.pdf 3 11/07/2016 18:34 WorldReginfo - aa4ab658-5d31-4b5a-af92-0f5f7737a540 Accounts 2015/16 Chairman’s Statement The telecommunications markets are undergoing a period of immense change and it is exciting to be serving customers in these turbulent times. We have already seen some consolidation in our markets and the press is rife with Strategic Report speculation about the future structure of the UK telco market. Against this backdrop, and following the result of the referendum on the UK’s membership of the EU, I remind the team every day: we are successful because we add value both to our customers – by being the one place where people can get choice and impartial advice – and to our network partners, by telling their stories powerfully. While we continue to do these things, I have no doubt that we will continue to win, no It has been a very good year for Dixons matter how our market shifts in the background. Carphone and I am delighted that we I would like to take this opportunity to express my gratitude to Roger Taylor and John Gildersleeve. Roger and John stepped have been able to achieve a strong down from the Board at the end of 2015 having made very significant contributions to the Group over many years and I financial performance at the same time would like to thank them most sincerely. I am also pleased to as making excellent operational progress welcome two highly experienced and talented new members in Lord Livingston and Tony DeNunzio. across the Group. The Board is therefore Last, and by no means least, on behalf of the Board and our pleased to recommend a final dividend shareholders, I would like to thank each and every one of my of 6.50p per share to be paid on colleagues at Dixons Carphone. It goes without saying that we would not have delivered this extraordinary year without 23 September 2016.