Gene Communicat DSG international plc Annual Report and Accounts 2005/06 Annual Report and Accounts 2005/06 “An achievement of which all our employees can 11 feel proud” Business 6 Performance 16 Financial Performance 124 Five Year Record 21 Our CR 30 Directors’ Philosophy Report Contents 1 Group Overview 30 Governance 1 Financial Highlights 30 Directors’ Report 2 Our Brands 40 Corporate Governance Report 4 Our Markets 45 Audit Committee Report 6 Chairman’s Statement 46 Nominations Committee Report 47 Remuneration Report 8 Business and Financial Review 56 Statement of Directors’ Responsibilities 11 Business Performance 11 Electricals Division 57 Consolidated Financial Statements 14 Computing Division 57 Independent Auditors’ Report 16 Communications Division 59 Consolidated Income Statement 16 Financial Performance 60 Consolidated Statement of Recognised Income and Expense 20 Corporate Responsibility Review 61 Consolidated Balance Sheet 62 Consolidated Cash Flow Statement 26 Directors and Management 63 Notes to the Financial Statements 26 Board of Directors 28 Senior Management 114 Parent Company Financial Statements 114 Independent Auditors’ Report on the Parent Company Financial Statements 115 Balance Sheet of the Parent Company 116 Notes to the Parent Company Financial Statements 124 Shareholder Information 124 Five Year Record 126 Shareholder Information Group Overview Financial Highlights Underlying Group sales(i) Underlying profit before taxation(i) £million £million £7,072.0 million +8% £317.6 million +8% 05/06 7,072.0 05/06 317.6 04/05 6,554.4 04/05 295.3 03/04 6,050.6 03/04 300.9 02/03 5,367.5 02/03 254.5 01/02 4,501.6 01/02 222.4 Adjusted diluted earnings per share(i) Dividends per share pence pence 12.1 pence +9% 8.45 pence +5% 05/06 12.1 05/06 8.450 04/05 11.1 04/05 8.050 03/04 11.4 03/04 7.320 02/03 10.2 02/03 6.655 01/02 9.0 01/02 6.050 (i) Underlying and adjusted figures exclude the effects of The Link operations to be discontinued, amortisation of acquired intangibles, net restructuring charges and other one off items, profit on sale of subsidiaries, investments and business assets and net fair value remeasurement gains on financial instruments. Figures for 2004/05 and 2005/06 are presented under International Financial Reporting Standards (IFRS). Figures for 2001/02, 2002/03 and 2003/04 are presented under UK GAAP as previously reported and have not been restated for any new UK accounting standards which may now apply. DSG international plc Annual Report and Accounts 2005/06 1 Group Overview Our Brands We currently report to you in three operating divisions; Electricals, Computing and Communications. Following the acquisition of Fotovista and after completing the sale of our shareholding in The Link Stores Limited, this will become Electricals, Computing and e-commerce. The latter will comprise Dixons.co.uk and Fotovista. * ● ● ● UK’s biggest chain of electrical The leading Nordic electrical retailer. Greece’s leading electrical retailer. superstores. Sales Sales Sales £1,985m £1,155m £263m Stores Employees Stores Employees Stores Employees 357 9,204 221 5,105 77 1,727 Selling space (sq ft) Selling space (sq ft) Selling space (sq ft) 4,387,000 3,181,000 671,000 www.currys.co.uk www.elkjøp.no www.gigantti.fi www.kotsovolos.gr www.elgiganten.se www.lefdal.com www.elgiganten.dk www.markantalo.fi www.elko.is * ● ● ● UK’s first for new technology and No. 2 electrical retailer in Italy. Award-winning electrical stores in low web prices. Hungary, the Czech Republic and Poland. Sales Sales Sales £680m £633m £119m Stores Employees Stores Employees Stores Employees 211 3,306 110 2,507 16 1,089 Selling space (sq ft) Selling space (sq ft) Selling space (sq ft) 619,000 2,111,000 578,000 www.dixons.co.uk www.unieuro.com www.electroworld.com *In April 2006, the Dixons brand was relaunched as a pure-play online retailer and its 190 High Street stores were converted to the Currys brand, creating a 550-strong chain with more than 12,000 employees. Dixons Tax Free remains with 21 stores and 380 employees. 2 DSG international plc Annual Report and Accounts 2005/06 Ireland ●▲Genesis ■ Communications UK’s biggest chain of computing Direct sales of mobile phones and Ireland’s leading electrical retailer. superstores. services to UK businesses. Sales Sales Sales £103m £1,369m £88m Stores Employees Stores Employees Employees 21 644 151 5,872 403 Selling space (sq ft) Selling space (sq ft) www.genesis-communications.com 211,000 2,421,000 www.currys.ie www.pcworld.co.uk www.dixons.ie www.pcworld.ie ▲▲■ Market beating deals for UK Specialist computing superstores in Specialist retailer of communication businesses and the public sector. Spain, France, Italy and Sweden. products in the UK. Sales Sales Sales £377m £288m £331m Employees Stores Employees Stores Employees 896 51 1,673 294 2,257 www.pcwb.com Selling space (sq ft) Selling space (sq ft) 875,000 278,000 www.pccity.es www.thelink.co.uk www.pccity.fr www.pccity.it www.pccity.se ● Electricals division ▲ Computing division ■ Communications division DSG international plc Annual Report and Accounts 2005/06 3 Group Overview Our Markets During the year, the Group operated in 14 countries. Our acquisition of Fotovista on 3 July added operations in a further 13 countries. Our expansion into new markets creates the opportunity to leverage the benefits of our international scale through buying initiatives and cross-border integration of distribution and systems.We have set ourselves the target of entering at least one new country each year either through acquisition or start up. Czech Denmark Ireland Finland France Greece Hungary Republic El Giganten Currys Gigantti PC City Kotsovolos Electro World Electro World Dixons Markantalo PC World Iceland Italy Norway Poland Spain Sweden UK Elko UniEuro Elkjøp Electro World PC City El Giganten Currys PC City Lefdal Lavpris PC City Dixons.co.uk PC World and PC World Business The Link Genesis United Kingdom Poland European e-commerce Dixons High Street stores were The opening of Electro World stores in Our acquisition of a majority stake converted to the Currys brand, Poland extended the chain into three in Fotovista brings the pan-European creating a 550-strong chain. countries. Pixmania brand into the Group. 4 DSG international plc Annual Report and Accounts 2005/06 Genesis Communications Group Overview Chairman’s Statement Sir John Collins Chairman In a year in which consumer spending in service standards whilst gaining efficiencies. Cost many of the major economies of Western reduction and service improvements remain core objectives for the coming year. Europe was subdued, your Company has Our two principal divisions, Electricals and Computing, produced satisfactory results in terms of are now well established under the leadership of Per profit and cash generation. In addition Bjørgås and Kevin O’Byrne and are focused on capturing the significant cross-market synergies that come with to paying dividends of £150 million, we growing internationalisation. completed the return of £200 million to The internet provides an additional channel to the shareholders through our share buy back customer where our involvement will be immediately programme. enhanced through the acquisition of Pixmania, operating internet sites in 26 countries across Europe. Our strategy to grow the business both geographically Nick Wilkinson is responsible for this development and through the internet is leading to major investments activity, and together with Stephen Carroll is evaluating which will help us fulfil our ambition to become the further opportunities for geographical expansion. largest and most successful electrical retailer in the The Group’s increasing size also provides opportunities world outside North America. Our balance sheet has to leverage buying, strengthen supplier relationships the capacity to support these investments and will and expand own label and exclusive brands.Within our be better utilised as a result. divisions, buying teams now have Group responsibility. Attention to operational efficiency enabled us to reduce They are supported by Simon Turner who provides our cost base by over £30 million. Distribution costs in leadership in supplier relationships for both merchandise the UK will be materially reduced by rationalising the and non-merchandise procurement as well as ensuring current network of national and local warehouses into our systems are fit for purpose. Our buying office in China two mighty warehouses in Newark and Bristol supporting is being reorganised to improve procurement and logistics. a network of strategically located stockless distribution Throughout the Group our obsession with range and centres. Comparable efficiencies in distribution are price, to offer the best, is genetic and is the foundation being implemented in Italy and have already been of our pedigree. To match this with a comparable and achieved in Scandinavia and Central Europe. A programme consistent standard of customer service is both our of selective outsourcing has enabled us to improve goal and a prerequisite to curbing the appetite of the 6 DSG international plc Annual Report and Accounts 2005/06 Adapt, innovate and grow A multi-channel specialist electrical retailer hypermarkets to sell electricals.To deliver on this ambition, In another testing year for profit generation and in we continue to embrace the principles of Being the Best; markets facing stiff competition, your Company is customer surveys confirm encouraging progress. fortunate to have the experience, resilience and creativity of John Clare as Chief Executive. He is It is with pleasure that I can report that our non- supported by an excellent management team, executive directors are all committed to a second increasingly international in composition, and by three year term. Board performance has now more than 40,000 staff whose commitment is of been appraised for the third year, and individual the best.