Dixons Carphone plc Carphone Dixons Annual Report and Accounts Annual Report 2014/15 and Accounts 2 014 /15 www.dixonscarphone.com @DixonsCarphone “This has been a terrific first year for Dixons Carphone. We have seen excellent increases in both sales and profitability and we have made very encouraging progress with the tricky job of integrating these two great companies. At the same time, we have continued to generate strong customer satisfaction numbers, made significant strides in our Connected World Services business including our agreement with Sprint, and launched a brand new mobile network. The job is far from done. I am acutely aware that there is no room for complacency in a sector which has seen unprecedented change, bringing both opportunities and challenges. We have set ourselves ambitious goals, not only financial, but also in terms of driving customer happiness, building a completely integrated company and delivering a brand new global services business with CWS. To achieve these, we will need to exhibit creativity, energy, resilience and toughness of purpose. Nevertheless we are very optimistic about the road ahead, and Dixons Carphone is lucky to have such a fantastic team of people – in every part of the business – to deliver these goals. My sincere thanks to them for everything that has been done so far.” Sebastian James Group Chief Executive 16 July 2015 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. Contents Strategic report 2 Highlights of the year 3 Business segments 4 Chairman’s Statement 5 Group Chief Executive’s Statement 7 Our markets 10 Strategy and business model 13 Our resources 15 Key performance indicators 16 Principal risks to achieving the Group’s objectives 20 Performance review 27 Corporate responsibility Corporate Governance 36 Board of Directors 38 Corporate Governance report 44 Directors’ report 47 Audit Committee report 52 Nominations Committee report 54 Remuneration report – Remuneration Policy report 65 Remuneration report – Annual Remuneration report 75 Statement of Directors’ responsibilities Financial statements 76 Independent auditor’s report 82 Consolidated income statement 83 Consolidated statement of comprehensive income 84 Consolidated balance sheet 85 Consolidated statement of changes in equity 86 Consolidated cash flow statement 87 Notes to the Group financial statements 137 Company balance sheet 138 Notes to the Company financial statements Investor information 145 Five-year record 146 Shareholder and corporate information 147 Glossary and definitions Dixons Carphone plc Annual Report and Accounts 2014/15 1 Highlights of the year Dixons Carphone plc is Europe’s leading specialist electrical and telecommunications retailer and services company, employing over Strategic report 40,000 people in 9 countries. • Group like-for-like revenue up 6% • UK like-for-like revenue up 8% • Group pro forma PBT of £381 million, up 21% • Group pro forma EPS of 25.5p • Strong balance sheet with year end pro forma net debt of £260 million • Final dividend of 6.0p proposed, taking total dividends for the year to 8.5p • Integration progressing well • Disposals of non-core operations Pro forma revenue (£million) Pro forma Headline EBIT (£million) Headline basic EPS (pence) 1,0000 500 35 9,936 9,936 9,936 9,752 9,752 9,517 9,752 9,517 9,517 30 8,000 400 414 29.7 25 359 6,000 300 310 20 18.6 4,000 200 15 10 10.9 2,000 100 5 0 0 0 2014/15 2013/14 2012/13 2014/15 2013/14 2012/13 2014/15 2013/14 2012/13 Our European store presence Store numbers Own Franchised Total UK and Ireland 1,328 — 1,328 Nordics 257 131 388 Southern Europe 369 223 592 1,954 354 2,308 Headline and pro forma performance measures are as defined in the Performance Review. Pro forma results are presented as if the CPW Europe Acquisition and the Merger had occurred at the start of the comparative period. Headline figures for the year ended 29 March 2014 have been re-presented to exclude the results of discontinued operations. 2 Dixons Carphone plc Annual Report and Accounts 2014/15 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 the KNOWHOW knowhow.co.uk Carphone Warehouse. Geek Squad geeksquad.co.uk • PC World Business provides computing products and services to business to business (B2B) customers. PC World Business pcworldbusiness.co.uk Nordics Elkjøp elkjop.no • The Elkjøp Group is the leading specialist electrical retailer across Elgiganten elgiganten.se the Nordics. elgiganten.dk • Elkjøp and Lefdal stores operate in Norway, Elgiganten in Sweden Gigantti gigantti.fi and Denmark and Gigantti in Finland. Lefdal lefdal.com • Phone House is a leading independent telecommunications retailer in Sweden. Phone House phonehouse.se • KNOWHOW has now been launched in the Nordic region. Southern Europe Kotsovolos kotsovolos.gr • Kotsovolos is Greece’s leading specialist electrical retailer. Phone House phonehouse.es • Phone House stores operate in Spain where the Group is the leading independent telecommunications retailer. Geek Squad geeksquad.es • Geek Squad is the repairs and support provider for the Phone House in Spain. Connected World Services connectedworldservices.com • The Group has 25 years experience in the mobile industry and several decades in consumer electronics, and has developed sophisticated IT systems and operating processes to help customers navigate through the extensive range of network package plans and other ancillary products and services. It has also evolved bespoke customer relationship management tools which enable services such as upgrade reminders, data storage and tariff checks. • Connected World Services is the B2B division that packages the core systems, expertise and relationships into a range of services and provides these to other businesses. • Connected World Services organises its services into five product towers: – Connected Retailing – Services and Support – Technology Platform – Product Solutions – MVNO Dixons Carphone plc Annual Report and Accounts 2014/15 3 Chairman’s Statement I am pleased to be reporting on a very encouraging first year In recent years we have experienced unprecedented changes since the merger of Carphone Warehouse and Dixons Retail. in our marketplace, and this year is not shaping up to be an We have had a strong start, with pro forma Headline profit exception. There is no doubt that technology is evolving, before tax rising 21% to £381 million. Progress has been good consumer behaviour is shifting, the supplier landscape is Strategic report across the board and in virtually all territories, with excellent changing and, of course, in the telecommunications world, that market share gains in all core countries in all key categories, there are a number of important M&A transactions pending. and record customer satisfaction numbers. Some important We believe that change creates opportunity for us as strategic goals have also been achieved, most notably the consumers turn more and more to those who can offer disposals of non-core operations in France, Germany, the genuine impartial advice and service at very competitive prices, Netherlands and Portugal. In addition, it is good to see real and as suppliers rely more and more on us to tell their stories traction with some key new clients in our Connected World fairly and well to their customers. It is our job to make Services business including our agreement with Sprint. In customers' lives better through technology, and, if we are short, it has been a good year and the Board is pleased to successful, this will lead to continued growth and success for recommend a final dividend of 6.0p per share to be paid on Dixons Carphone. 25 September 2015. Finally, I am conscious that all we have achieved – and all of At the same time, the team have made really good progress in our future – is down to the skills and commitment of our bringing our two great companies together. Much has been people. On behalf of the Board and our shareholders, I would achieved on this vital journey and, in particular, It gives me like to thank them for their hard work and dedication. enormous pleasure to see so many fully-functioning Carphone Warehouse stores doing so well inside CurrysPCWorld stores up and down the country. I believe that the team are doing something that is both hard to do and relatively rare: creating a genuine merger of equals where the best parts of each company are preserved. Sir Charles Dunstone While this is very encouraging so far, I am also aware that Chairman 16 July 2015 getting this right is not optional. We brought the businesses together because we believed that increasingly interconnected customers were going to require something new from us: a powerful partner to help them navigate these new technologies. Over the last year we have started to think about our customer needs very hard and how we will address them going forward – not only through the products that we offer, but also through the services that we believe will bring these products to life.