Thomas Cook Group plc Annual Report & Accounts 2007 Creating millions of travel dreams for 167 years TRAVELLING THROUGH TIME Thomas Cook is born on 22 November 1808 in Melbourne, Derbyshire. George Stephenson’s steam locomotive, the Rocket, 1829 wins the Rainhill trials. Thomas Cook organises his fi rst excursion, 1841 a rail journey from Leicester to a temperance meeting in Loughborough. Thomas Cook conducts fi rst trip for profi t. Forr 15 sshillingshillings 1845 fi rst class and 10 shillings second class, you could travel to Liverpool from Leicester by train. Thomas Cook opens his fi rst high street shop 1865 in Fleet Street, London. Henry Giffard installs a huge captive balloon 1867 for 20 passengers at the World Exposition in Paris. Thomas Cook organises and leads the fi rst 1872 round-the-world tour. He is away from home for 222 days and covers more than 25,000 miles. Jules Verne publishes Around the World 1873 in 80 Days. John Mason Cook, son of Thomas Cook, 1886 launches his new fl eet of luxurious Nile steamers. 1903 The Wright brothers make the fi rst powered fl ight. Thomas Cook & Son is the fi rst travel 1919 agent to advertise pleasure trips by air. 1.5 million manual workers in Britain UK & IRELAND CONTINE 1925 have paid holidays. 11 million manual workers in Britain have paid holidays.ays HolidaysHolidays 1939 by air on specially chartered aircraft to the French Riviera are included in Cook’s summer brochure for the fi rst time. Thomas Cook & Son becomes state-owned under 1948 British Transport Holding Company. Man walks on the moon. 1969 MAINSTREAM David Crossland purchases Pendle Travel Services 1972 travel agency. A second travel agency business is acquired by Albert and Ivy Roberts who had registered it using their initials, A.I.R. Tours. These businesses are the kernel of MyTravel. Thomas Cook is privatised and bought by consortium of Midland Bank, Trust House Forte and the Automobile Association. 1987 Airtours plc is fl oated on the London Stock Exchange. DISTRIBUTION Thomas Cook becomes the fi rst UK retail 1997 travel agency to offer customers a way to buy holidays over the internet. Thomas Cook is acquired by C&N Touristic AG, 2001 which changes its name to Thomas Cook AG. Airtours plc becomes 2002 MyTravel Group plc. 12 February – MyTravel Group plc and 2007 Thomas Cook AG announce plans to merge. 19 June – MyTravel Group plc and Thomas Cook AG merger is completed, forming Thomas Cook Group plc. INDEPENDENT 24 December – Thomas Cook Group plc enters FTSE 100 index. ENTAL EUROPE NORTHERN EUROPE NORTH AMERICA 01 WHO WE ARE 56 REMUNERATION REPORT 02 SNAPSHOT 65 INDEPENDENT AUDITORS’ REPORT 02 THOMAS COOK BY NUMBERS 66 GROUP FINANCIAL STATEMENTS 03 HIGHLIGHTS 66 GROUP INCOME STATEMENT 03 FINANCIAL HIGHLIGHTS 67 GROUP STATEMENT OF RECOGNISED 04 BUSINESS AT A GLANCE INCOME AND EXPENSE 06 CHAIRMAN’S STATEMENT 68 GROUP BALANCE SHEET 08 STRATEGY 70 GROUP CASH FLOW STATEMENT 11 19 MILLION DREAMS 71 NOTES TO THE FINANCIAL STATEMENTS 25 BUSINESS REVIEW 115 INDEPENDENT AUDITORS’ REPORT 28 FINANCIAL REVIEW 116 COMPANY FINANCIAL STATEMENTS 36 MANAGEMENT 116 COMPANY BALANCE SHEET 36 BOARD OF DIRECTORS 117 NOTES TO THE COMPANY FINANCIAL 38 SENIOR MANAGEMENT STATEMENTS 40 CORPORATE SOCIAL RESPONSIBILITY 123 SHAREHOLDER INFORMATION 43 GROUP DIRECTORS’ REPORT 49 DIRECTORS’ RESPONSIBILITIES 50 CORPORATE GOVERNANCE REPORT WHO WE ARE 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Sweden Canada Finland Norway Denmark Ireland UK Netherlands Number 1 or 2 in Poland Belgium Germany our core markets Czech Republic France Austria Hungary Everyone knows Thomas Cook. It’s the oldest, most respected name in the travel business. Now, as the newly-formed Thomas Cook Group, we are building on our unrivalled heritage. We are creating an international company that our 30,000 employees are proud to work for and one that is ideally placed to serve a world of discerning customers and deliver outstanding growth to our shareholders. It is less than a year since we began the merger with MyTravel to form the Thomas Cook Group. In that brief time, we have announced higher than anticipated operating profi ts of €375.3 million, fully integrated the two businesses, identifi ed at least €200 million in synergies, laid the groundwork for a major share buy-back programme and been elevated to the ranks of the FTSE 100. Clearly, the merger that began on 12 February, 2007 and saw completion just four months later was the right decision for all concerned. In this, our fi rst Annual Report, we provide the background to those events and explain how we’ll maintain the momentum of our fi rst year by building on the Thomas Cook Group’s early and demonstrable success. Manny Fontenla-Novoa Group Chief Executive Offi cer THOMAS COOK GROUP PLC ANNUAL REPORT & ACCOUNTS 2007 | 01 1 BUSINESS AT A GLANCE 3 4 5 6 7 8 9 10 11 12 13 14 15 THOMAS COOK BY NUMBERS Creating + + + = 19 million travel dreams per year 2,000 30,000 staff 97 aircraft 3,000 shops destinations NINE DISTINCT ADVANTAGES A fl ying start – The new Thomas 1 Cook Group has made rapid progress towards target operating profi t 9 of at least €620 million in 2009/10. Thomas Cook people – Above all, what makes us different, is the people Great brand heritage – of Thomas Cook. 2 Founded 167 years ago, Thomas Cook, 8 the pioneer of popular leisure travel, is one The customers’ of the world’s best choice – 19 million known travel brands. people in 15 different countries choose Thomas Cook for their holidays. 7 3 Flexible business Strong fi nancial model – Our asset- position – Net funds light business model of €357 million and means we have the net assets of €3 billion fl exibility to respond at 31 October 2007. to changes in the business environment. 4 Multi-channel distribution Thomas Cook offers an unmatched choice of leisure travel on the internet, by phone, through television and in our network of shops. 6 A clear strategy – Improve performance in mainstream tour operating, make signifi cant advances in independent Unique fi nancial services business – travel, travel-related fi nancial services 5 Thomas Cook is well known for travel- and emerging markets, and grow overall related fi nancial services – foreign revenue and profi t. exchange, travel insurance and now credit cards. 02 | THOMAS COOK GROUP PLC ANNUAL REPORT & ACCOUNTS 2007 HIGHLIGHTS • Group pro forma profit from operations* was €375.3 million (up 26 per cent) • Group audited statutory profit before tax was €284.3 million (up 30 per cent) • Final dividend of fi ve pence per share recommended for 2007 • The Board intends to seek shareholder approval at an EGM to be held in March for a share buy-back programme of around €375 million PRO FORMA FINANCIAL HIGHLIGHTS Year ended Year ended 31 October 2007 31 October 2006 Change % Revenue €m** 11,714.5 11,870.6 -1.3% Profit from operations €m* 375.3 297.7 +26.1% Operating profit margin %† 3.2% 2.5% +28.0% Adjusted EPS (euro cents)†† 27 20 +35.0% Proposed dividend (pence) 5 * Profi t from operations is defi ned as earnings before interest and tax, and has been adjusted to exclude exceptional items and amortisation of business combination intangibles. It also excludes our share of the results of associates and joint ventures. ** Revenue for the Group represents external revenue only. † The operating profi t margin is the profi t from operations (as defi ned above) divided by the external revenue. †† Adjusted earnings per share is calculated as pro forma net profi t after tax, but before exceptional items and amortisation of business combination intangibles, divided by the number of shares in issue at 31 October 2007 (also for 2006 comparative). Profi t after tax has been calculated using a notional tax rate of 30 per cent. THOMAS COOK GROUP PLC ANNUAL REPORT & ACCOUNTS 2007 | 03 1 BUSINESS2 BUSINESS AT A AT GLANCE A GLANCE 3 4 5 6 7 8 9 10 11 12 13 14 15 BUSINESS AT A GLANCE PRO FORMA DIVISION CEO PRO FORMA REVENUE OPERATING PROFIT UK & Manny Fontenla-Novoa €4.7bn €121.5m Ireland Northern Sam Weihagen €1.2bn €109.7m Europe Continental Dr Peter Fankhauser €4.5bn €99.5m Europe North Michael Friisdahl €0.6bn €7.9m America Airlines Ralf Teckentrup €0.8bn* €68.1m Germany *external revenue only 04 | THOMAS COOK GROUP PLC ANNUAL REPORT & ACCOUNTS 2007 PROPORTION OF PRO FORMA MAIN BRANDS DISTRIBUTION CHANNELS REVENUE BY DIVISION Airtours Club 18-30 Cresta Direct Holidays Going Places Neilson Panorama Sunset Controlled distribution 68% Thomas Cook (retail, internet and call centre) Proportion of total revenue 40% Thomas Cook Signature Third-party distribution 32% Remaining proportion Spies Tjaereborg Ving Controlled distribution 77% (retail, internet and call centre) Proportion of total revenue 10% Third-party distribution 23% Remaining proportion Aquatour Bucher Last Minute Neckermann Reisen Pegase Thomas Cook Vrij Uit Controlled distribution 33% (retail, internet and call centre) Proportion of total revenue 38% Third-party distribution 67% Remaining proportion AlbaTours Encore Cruise Escapes Holiday House Lifestyle Vacation Incentives Network Sunquest The Cruise Store Controlled distribution 16% (retail, internet and call centre) Proportion of total revenue 5% Third-party distribution 84% Remaining proportion Condor In-house revenue to Thomas Cook Proportion of total revenue 7% Germany tour operator 39% Remaining proportion Third-party tour operators and external seat only revenue 61% THOMAS COOK GROUP PLC ANNUAL REPORT & ACCOUNTS 2007 | 05 1 2 CHAIRMAN’S STATEMENT 4 5 6 7 8 9 10 11 12 13 14 15 CHAIRMAN’S STATEMENT Dr Thomas Middelhoff Notwithstanding our fl exibility, one aspect of our business will remain The new Thomas Cook Group has an admirable constant.