Focused on our journey Thomas Cook Group plc Annual Report & Accounts 2009 Directors’ Report – Business Review Directors’ Report Business Review 02 Chairman’s statement 04 Our Group overview 06 Group Chief Executive Officer’s statement 10 Our marketplace 11 Our strategy 14Maximise value 20 Operational review of mainstream 30 Sustainability 33 People 34 Financial review 38 Principal risks and uncertainties Directors’ Report – Corporate Governance Directors’ Report Corporate Governance 40 Board of Directors 42 Group Executive Board 43 Corporate governance report 51 Other disclosures 53 Remuneration report 18 Leading travel-related Financial Statements Financial Statements financial services provider 61 Independent auditors’ report 62 Group income statement 63 Group statement of recognised income and expense 64 Group balance sheet 66 Group cash flow statement 67 Notes to the financial statements 107 Company balance sheet 108 Company statement of recognised income and expense 108 Company cash flow statement 109 Notes to the Company financial statements 116 Appendix 1 – Audited statutory information with unaudited pro forma comparatives 122 Appendix 2 – Key performance indicators definitions 123 Shareholder information Leading independent 16 travel provider 06 Group Chief Executive Officer’s statement 19 Capture growth through mergers and acquisitions We believe that our key differentiator is our people. We operate in a highly competitive industry in which most things can be copied easily. What makes Thomas Cook different is the ability and attitude of our people. We believe they are our greatest asset and our vision and values sit at the very core of this philosophy. ioneering our future esults orientated bsessed P R customerO se We inspire energy and enthusiasm. We seek constantly We take responsibility for achieving results. We are We deliver the best pos to be creative, innovative and constructively challenge reliable and always deliver our promises. We are customers at all times. the status quo. We thrive in an ever-changing and committed and determined to challenge and overcome to their personal needs dynamic world. barriers and solve problems. We always work to improve our own and others’ performance and capabilities. with nitedasoneteam riving robust decisions ervice U D ssible experience for our We support and respect each other and work openly We strive for quality, speed and clarity of decisions. We listen and respond and collaboratively with our colleagues as a single, We learn from the past. We ensure our decisions s. worldwide team. We trust each other and always are based on facts and are fair. demonstrate integrity and honesty. For more information see page 33 Thomas Cook Group plc Annual Report & Accounts 2009 01 We build on a 168-year history of successfully meeting the travel needs of our customers. Many of the values that our founder Thomas Cook himself instilled in the business when he created it in 1841 still hold true. Today, we are one of the world's leading travel groups, with a focused strategy, a flexible business model, a portfolio of market-leading brands and a team of over 31,000 people who are all committed to our vision of ‘going further to make dreams come true’ for our customers and delivering sustainable value to our shareholders. Focused on our journey Our Group performance Our operational highlights 1 Financial highlights • We achieved strong results, ahead of Revenue* Profit from operations** Operating profit margin*** expectations, with: – revenue up 6% to £9,268.8m; £9,268.8m £414•9m 4•5% – profit from operations up 13% to £414.9m; +5.9% +13.4% +7.1% – operating profit margin up 7% to 4.5%; – adjusted basic earnings per share up 10% to 26.4p. Adjusted basic EPS Statutory profit before tax Statutory basic EPS • The Board is recommending a final dividend 26.4p £56•1m 1•9p of 7.0p per share, bringing the total dividend (2008: 48 4m) (2008: 4 6p) +9.5% • • for the 2009 financial year to 10.75p. • We have strong foundations for the financial Proposed dividend year 2010, provided by continued improvement per share in product mix, cost saving initiatives and 10•75p further growth from acquired businesses. +10.3% • We are confident we will meet the Board’s expectations for the 2010 financial year. 1 The Group statutory results for the financial year ended 30 September 2009 are set out on pages 62 to 106. Current year figures have been compared to the unaudited pro forma figures for the 12 months ended 30 September 2008 (see Appendix 1 on pages 116 to 121). See Appendix 2 on page 122 for key. Thomas Cook Group plc 02 Annual Report & Accounts 2009 Directors’ Report Chairman’s statement Performance and strategic review Our management team has again delivered a strong set of results, despite an adverse economic climate. We grew profit from operations and expanded our operating profit margin, driven by merger synergies and further cost savings. We are delivering an increased dividend and at the same time, we have ensured that we have firm foundations for the future. Our strategy, which we have further developed during the year, will serve us well in our drive to maximise shareholder value. Over a year ago, under the leadership of Manny Fontenla-Novoa, the management team took a number of steps in anticipation of the then worsening economic environment. They continued to take swift and effective actions during the year to maintain our operational and financial strength throughout that period and into the future. We will continue to build on the strengths we have created; including a strong financial position, a trusted brand portfolio and the proven ability, within our flexible model, to manage our business so we continue to meet the needs of our customers in the future. Dividend The Board is recommending a final dividend of 7.0 pence per share, which when combined with the interim dividend of 3.75 pence per share paid on 4 September 2009, makes a Our management team has again delivered total dividend for the year of 10.75 pence per share. This recommendation reflects the a strong set of results, despite an adverse Group’s financial achievement, the strength of our financial model and our commitment economic climate. to delivering value to shareholders. The total dividend for the year represents a payout of 41% of adjusted diluted earnings per share Michael Beckett and is in line with our policy, which remains Chairman to increase dividends progressively, paying between 40% and 50% of adjusted earnings by way of dividend. Once approved, the final dividend will be payable on 8 April 2010 to holders of relevant shares registered on 19 March 2010. Shareholder base During the year, the uncertainty regarding the continued ownership of the shares in Thomas Cook Group held by Arcandor was resolved. Arcandor went into insolvency on 1 September 2009. On 10 September 2009, Arcandor’s lendor banks successfully placed 43% of our issued shares with a number of institutional shareholders at a 2% discount to the closing market price on 9 September 2009. Following Thomas Cook Group plc Annual Report & Accounts 2009 03 Directors’ Report – Business Review Directors’ Report – Corporate Governance Financial Statements Directors’ Report – Business Review p02-39 this, 100% of our shares are freely floating Executive team on the London market, which means Once again, Manny Fontenla-Novoa and Thomas Cook is fully independent for the his executive team have together demonstrated first time since its foundation in 1841. their ability to lead the Group and deliver strong operating performance in a challenging The Board marketplace. In doing so, they have improved The Board is committed to high standards our industry leading margins and have made of corporate governance and, following the termination of the Relationship Agreement progress against our strategic agenda. The Board with Arcandor on 10 September 2009, we would like to thank them for the success they made a number of changes to our governance have delivered and express our confidence arrangements in line with the Combined Code. in their ability to address the challenges that During the year, we also carried out a thorough lie ahead. Board evaluation process, the output of which Employees will help drive further improvements in the Our employees remain central to the future area of Board and Committee effectiveness. success of the Group. They live our values and We have strengthened our Board with a go further to understand the requirements number of key appointments. of our customers as they deliver their travel and holiday dreams. With their range of skills Paul Hollingworth will join the Board on and experience, we believe they are our key 1 January 2010 as Group Chief Financial Officer. differentiator in the global competitive He will replace Jürgen Büser, who is stepping environment of our industry. On behalf of down from the Board following a period of the Board and shareholders, I would like to ill health. Ludger Heuberg, a member of the thank them for their dedication and high Group Executive Board, who has been Acting standards, which they continue to maintain. Group Chief Financial Officer, will ensure a smooth handover to Paul Hollingworth. The future Based on our solid foundations and a wide On 6 November 2009, Sam Weihagen, Chief range of initiatives that we continue to Executive Officer, Northern Europe, took on undertake, the Board remains confident the additional role of Deputy to the Group that the Group will perform in line with its Chief Executive Officer and joined the Board expectations for the current year. as an Executive Director. Recently, the Nominations Committee commenced a process to identify and recruit two additional Independent Non-Executive Directors. I am pleased to announce that Peter Middleton, who has experience as a Chief Michael Beckett Executive Officer in the global travel industry Chairman and financial world, has agreed to join our Board with effect from 30 November 2009.