Carphone Warehouse 2008 Annual Report Download

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Delivering value
to customers and shareholders
The CarphoneWarehouse Group PLC
AnnualReport 2008

Table of contents

  • Page 1
    The Carphone Warehouse Group PLC Annual Report 2008 Delivering value to customers and shareholders

  • Page 2
    Adapting to change Positioning our business for the connected world Our business has changed dramatically over the past five years, from a leading independent retailer of mobile phones to a full service telecoms provider, meeting the evolving needs of customers.

  • Page 3
    ... mobile phone market for its business. First MVNO launched Under our virtual network operations we repackage mobile network capacity under our own brands to provide niche services to customers. Over time, we have evolved the business model, both by introducing new services and by changing our terms...

  • Page 4
    ...the Geek Squad, a home technology support business, in the UK. Launch of TalkTalk Taking advantage of our store network, the Opal acquisition and the liberation of the UK fixed line telephone market, we launched TalkTalk as a direct competitor to BT. Acquired AOL internet access business Acquiring...

  • Page 5
    .... 2008 Four years later, and Distribution revenues have almost doubled, driven by significant market share gains and a substantial store opening programme. However, through a series of acquisitions, a major network investment programme and the launch of ground-breaking new services, UK Fixed Line...

  • Page 6
    ...of mobile phone, network and tariff. Today, customers understand their basic mobile phone needs very well; but at the same time, their need for help and advice in other rapidly-changing areas of connectivity is greater than ever. As a provider of both home and mobile broadband and voice services, we...

  • Page 7
    ...scale all-IP network in the UK, meaning that voice and data traffic is carried over a single infrastructure, making us highly cost efficient and allowing the development of new value-added services over time. Scale is essential to generate an attractive return from the high fixed costs of a telecoms...

  • Page 8
    ...run two networks • Limited product set • Limited customer experience Carphone Warehouse networks Next Generation Network 2005 to future CPW bypasses BT equipment Broadband and voice across own network Lower cost base Competitive tariffs Cost advantage to customer New services onstream quickly...

  • Page 9
    ... the coming year, we will be rolling out a range of laptops into all our UK stores, for connection to fixed or mobile broadband networks; as we enter 2009, we will be trialling the first "big box" format stores with our new partner Best Buy; who knows what additional devices and services will be...

  • Page 10
    ...sheet, we are well positioned to take advantage of new growth opportunities in the coming years. We see scope for continued roll-out of our small format Carphone Warehouse and Phone House stores, as we seek to grow our market share across Europe and evolve our retail model. The new venture with Best...

  • Page 11
    The connected world is here... For more information on our strategy, refer to page 8.

  • Page 12
    The Carphone Warehouse Group PLC Annual Report 2008

  • Page 13
    ... Review Chief Executive's Review 7 Operating Review 11 Key Performance Indicators 11 Performance Update 12 Distribution 13 UK Fixed Line 16 Other Financial Information 18 Principal Risks and Uncertainties 21 Corporate Responsibility 22 Directors' Report: Governance Board of Directors and Group...

  • Page 14
    ... expense, and before reorganisation costs. A full reconciliation between Headline and statutory information, together with an explanation of different terms used within the Annual Report, is provided in note 10 to the financial statements. 2 The Carphone Warehouse Group PLC Annual Report 2008

  • Page 15
    ... Financials 2008 £m 2007 £m Revenue Headline results EBITDA Profit before tax Earnings per share Statutory results Profit before tax Earnings per share Reorganisation costs Dividend per share 4,474 3,992 466 216 20.1p 294 123 11.8p 124 13.0p 15 4.25p 68 7.5p - 3.25p Compound revenue...

  • Page 16
    ... by opening new stores and developing additional distribution channels; to evolve the business model, to address the changing needs of customers by providing a wider range of hardware and connectivity options. Brands % of Group Revenue 47% 4% 2% 12% 4 The Carphone Warehouse Group PLC Annual...

  • Page 17
    ... and data will be switched over Next Generation Networks. UK Fixed Line Comprises our business-to-business and residential fixed line telecoms business in the UK. ISP Internet Service Provider: company providing internet access. LLU Local Loop Unbundling: process that allows other operators access...

  • Page 18
    .... Joint ventures In May 2008 we announced that we had reached agreement with Best Buy, our US partner, to form a new company to pursue growth opportunities across Europe. As part of the agreement, we are contributing our retail and related businesses into the new company. Best Buy will pay Carphone...

  • Page 19
    ... for long-term value creation above the shorter-term vagaries of stock market fashions" Charles Dunstone, Chief Executive Officer After the year end, we announced one of the most important developments in the Group's history: the formation of a new company with Best Buy, one of the world's leading...

  • Page 20
    ... upfront cash cost. In addition, the new growth areas in mobile data should lend support to our performance over the next year. Developing our retail proposition Last year I highlighted how the needs of our customers were changing. Historically, The Carphone Warehouse and The Phone House have been...

  • Page 21
    ... the Distribution business to provide a more clearly impartial broadband offer to its customers. The planned formation of a new company with Best Buy is going to be a key part of this strategy and we will give a detailed update on progress in next year's annual report. In the medium term, we foresee...

  • Page 22
    ... has worked exceptionally hard over the last two years - often through very testing times - to deliver a strong operational performance. We are no less determined to do the same in the coming year. Charles Dunstone, Chief Executive Officer 10 The Carphone Warehouse Group PLC Annual Report 2008

  • Page 23
    ... we provide insurance for the loss, theft or damage of their mobile phone, or illegal usage. 2.4m up 5.4% Mobile The base of customers to whom we provide mobile services through the re-sale of mobile network capacity, in the UK and Germany. 2.2m up 12.6% UK Fixed Line UK Broadband The base...

  • Page 24
    ...Operating Review continued Our Performance Update Business Divisions What we said we'd do in 2007-08 • Open a further 250 new stores • Develop new format wireless solutions stores • Continue to expand our presence in the US market through Best Buy Mobile • Roll out Geek Squad across the UK...

  • Page 25
    ...Growing our market share It has been a tougher year for Distribution, but we have made good progress in adapting our model to customers' changing needs. Business Review Headline Financials 2008 £m 2007 £m Revenue Retail (inc Online) Insurance Ongoing Mobile Non-UK Fixed Line Dealer Eliminations...

  • Page 26
    ...£27.7m. In France we had a tougher year. Revenues fell 6.6% to £223.0m, but after adjusting for the sale of a majority stake in The Phone House Services, our French facilities management operation, revenues were up 5.0%. EBIT was down 56.6% to £7.0m. We opened 41 net new stores, and now have 311...

  • Page 27
    ... in the UK, providing billing and customer care services, is now being progressively migrated back to the direct control of the network. Near the start of the year, we sold a majority stake in our French FM business, with our share of net income now being reported under Joint Ventures and Associates...

  • Page 28
    Directors' Report: Business Review Operating Review continued UK Fixed Line: Delivering on its promises During the year we significantly improved customer service, built out our network and invested in growing the customer base. Headline Financials 2008 £m 2007 £m Revenue Residential Business ...

  • Page 29
    ... withdrawn from this part of the market. An ongoing challenge for the business is to seize the opportunity provided by The Carphone Warehouse Networks' industry-leading telecoms network to supply a wider range of telecoms and data services into its target customer base. EBIT UK Fixed Line EBIT rose...

  • Page 30
    ... Mobile, our French MVNO; The Phone House Services, our French facilities management operation; Best Buy Mobile, our mobile retail profitsharing arrangement in the US with Best Buy; and The Geek Squad, our UK home technology support business. In the year to March 2008, net losses from joint ventures...

  • Page 31
    ... Swiss Franc appreciation against Sterling. Financing and treasury The Group's operations are financed by committed bank facilities, retained profits and equity. During the period, the Group arranged a new £200m 364-day facility with a one-year term-out option to provide additional working capital...

  • Page 32
    ... follow treasury best practice as recommended by the Association of Corporate Treasurers and adheres at all times to their Ethical Code. The Group does not trade or speculate in any financial instruments. Return on capital employed Total shareholders' funds at March 2008 were £735.0m, compared to...

  • Page 33
    ... generative, well capitalised businesses. Revenue assurance Stock management Financial results impacted by obsolete retail stock. We have a very high turnover of stock and the subsidised business model stimulates end demand. Exchange rates Reported profits distorted by exchange rate movements...

  • Page 34
    ... the cost of phone lines, printing, mailings and internet connection and offering marketing support and training free of charge. We also offer our employees the chance to earn additional holiday if they become a helpline volunteer for Get Connected. In February 2008, The Carphone Warehouse held...

  • Page 35
    ... on behalf of the whole company. The Carphone Warehouse supports its charity partners and The Foundation in a number of ways including: • Awarding extra days holiday for employees who commit to taking part in fundraising activities organised by the company; • Setting up sponsored events which in...

  • Page 36
    ...and carbon awareness campaign and promoting good practices to enable all employees, service partners and contractors to make a contribution to energy efficiency; • Providing awareness workshops for employees, service partners and contractors; 24 The Carphone Warehouse Group PLC Annual Report 2008

  • Page 37
    ... three years and will be the initial main sources of carbon savings. Handset Recycling As part of our commitment to recycling and re-use we are offering a service for customers to dispose of their old handsets and raise valuable funds for our charity partner Get Connected and The Carphone Warehouse...

  • Page 38
    ...and then Chief Executive Officer of Opal Telecom which was acquired by The Carphone Warehouse in 2002. He is now the Chief Executive Officer of the UK Fixed Line division, responsible for planning and executing the Group's fixed line telecoms and broadband strategy. He is a Non-Executive Director of...

  • Page 39
    ... part of his career in various buying roles with J Sainsbury PLC and also worked for the Ladbroke Group and Hilton International. Baroness Morgan of Huyton Non-Executive Director Age 48. Joined the Board in November 2005. From November 2001 until May 2005, she was Director of Government Relations...

  • Page 40
    ... of each Director, leadership, culture and corporate governance. The results were then considered by the Board as a specific item of business. The Board intends that these exercises or similar ones continue to be carried out each year. 28 The Carphone Warehouse Group PLC Annual Report 2008

  • Page 41
    ... performance, including reviewing significant financial reporting judgements contained in them; • review the Company's internal financial controls and its internal control and risk management systems and to make recommendations to the Board; • review the Company's arrangements by which employees...

  • Page 42
    ... the effectiveness of the systems of risk management and internal control in operation during the year and up to the date of the approval of the Annual Report and financial statements and this was approved by the Audit Committee and the Board. 30 The Carphone Warehouse Group PLC Annual Report 2008

  • Page 43
    This is supported by an ongoing process for identifying, evaluating and managing the risks faced by the Group, by the Group Risk and Business Assurance function. Communication with investors The Board believes it is important to explain business developments and financial results to the Company's ...

  • Page 44
    ... benefits Executive Directors' basic salaries are reviewed on 1 July annually and take into account the roles, responsibilities, performance and experience of the individuals and information obtained from published market data on the salary rates for similar positions in the remuneration comparator...

  • Page 45
    ... of corporate governance guidance. Share options The Company has a share option scheme for Executive Directors and senior managers both in the UK and overseas. No options were granted to Executive Directors in the period ended 29 March 2008. A UK savingsrelated share option scheme is open to all...

  • Page 46
    ...data. None of the Directors was a member of a defined benefit pension scheme during the period. Pension entitlements are based on basic salary only. Director 2008 £000 2007 £000 J H Dale D Goldie A Harrison R W Taylor Total 4 55 11 18 88 7 54 11 17 89 34 The Carphone Warehouse Group PLC Annual...

  • Page 47
    .../05/2002 19/05/2010 Performance Shares* Details of Executive Directors' conditional right to receive nil priced options in the Company are as follows: Granted during the period Exercised during the period At Lapsed 29 March 2008 during or date of the period resignation At 1 April 2007 Exercisable...

  • Page 48
    ... Report continued For awards made in July 2004 the performance conditions are: Up to 50% of the shares vested in July 2007, based on the Group's Headline EPS growth and certain business unit targets, and TSR achievement compared to the FTSE 250 Index over a three and a half year performance period...

  • Page 49
    ... by the Code and each has a three month notice period with no compensation for loss of office. The Company has no age limit for Directors. The dates of each contract are set out below. Directors' interests in shares and dates of service contracts Ordinary Shares of 0.1p Director 29 March 2008 31...

  • Page 50
    ... in The Carphone Warehouse Group PLC on 29 March 2003 compared with the value of £100 invested in the FTSE 100 Index. Values are calculated on a rolling 3-month average basis. The other points plotted are the values at intervening financial year-ends. This report was approved by the Board on 11...

  • Page 51
    ... terms, with suppliers and, provided that suppliers perform in accordance with the agreed terms, it is the Group's normal practice that payment is made accordingly. Details of the average credit period taken on trade payables are provided in note 19 to the financial statements. Donations The Group...

  • Page 52
    ...and financial information included on the corporate website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Each of the persons who is a Director at the date of approval of this Report confirms...

  • Page 53
    ...the information in the Directors' Remuneration Report that is described as having been audited. We have reported separately on the individual Company financial statements of The Carphone Warehouse Group PLC for the 52 weeks ended 29 March 2008. This report is made solely to the Company's members, as...

  • Page 54
    ... consolidated income statement. All amounts relate to continuing operations. Consolidated Statement of Changes in Equity For the 52 weeks ended 29 March 2008 52 weeks 52 weeks ended ended 29 March 2008 31 March 2007 Notes £m £m At the beginning of the period Net profit for the financial period...

  • Page 55
    ... Share capital Share premium reserve Translation reserve Accumulated profits Funds attributable to equity shareholders The accompanying notes are an integral part of this consolidated balance sheet. The financial statements on pages 42 to 72 were approved by the Board on 11 June 2008 and signed...

  • Page 56
    ... Statement For the 52 weeks ended 29 March 2008 52 weeks 52 weeks ended ended 29 March 2008 31 March 2007 Notes £m £m Operating activities Profit before interest and taxation Adjustments for non-cash items: Share-based payments Non-cash movements on joint ventures and associates Depreciation...

  • Page 57
    ...1 Accounting policies a) Basis of preparation The Carphone Warehouse Group PLC ("the Company") is incorporated in the United Kingdom. The consolidated financial statements of the Company and all of its subsidiaries ("the Group") have been prepared in accordance with International Financial Reporting...

  • Page 58
    ... principal exchange rates against Sterling used in these financial statements are as follows: Average 52 weeks ended 29 March 2008 52 weeks ended 31 March 2007 Closing For schemes with internal performance criteria, the number of options expected to vest is recalculated at each balance sheet date...

  • Page 59
    ...balance sheet, representing the Group's gross investment in the share capital of the joint ventures and associates, as well as any loans advanced where required, plus or minus the Group's share of profits or losses arising. o) Stock Stock is stated at the lower of cost and net realisable value. Cost...

  • Page 60
    ... been undertaken at the balance sheet date. Provisions are not recognised in respect of future operating losses. Sales: Sales provisions relate to "cash-back" and similar promotions, product warranties, product returns, and network operator performance penalties. The anticipated costs of these items...

  • Page 61
    ... as follows: 2008 Distribution UK Fixed Line PLC costs and eliminations Group Distribution UK Fixed Line PLC costs and eliminations 2007 Group Revenue Headline EBITDA Depreciation Amortisation of operating intangibles Share of results of joint ventures and associates Headline EBIT Amortisation...

  • Page 62
    ... Amortisation of acquisition intangibles (see note 12) Goodwill expense (see note 12) Amounts written off stock Other stock cost of sales Impairment of trade debtors Net foreign exchange (gains) losses Share-based payments (see note 6) Other employee costs (see note 5) Rentals under operating leases...

  • Page 63
    ...and other employees who serve on the Executive Committee, was as follows: 2008 £m 2007 £m Salaries and fees Performance bonuses Benefits Pension costs Share-based payments 4.4 3.1 0.2 0.3 2.8 10.8 4.1 3.4 0.2 0.2 2.5 10.4 Financial Statements Details of Directors' remuneration are provided in...

  • Page 64
    ... In accordance with IFRS2 'Share-based Payment', no cost has been recognised in respect of these options. c) Retail Share Option Scheme: The Group has a Retail Share Option Scheme, which is open to senior employees in the UK Retail business. The scheme provides for a grant price equal to the average...

  • Page 65
    ... the end of the three or five year period at a subscription price not less than 80% of the middle market quotation on the date of grant. In addition, options were granted to UK employees at the time of the Group's admission to the London Stock Exchange. The following table summarises the number and...

  • Page 66
    ... 4.4 (12.8) (4.5) (5.8) (0.4) - 1.4 2008 £m 2007 £m Current tax credit on share-based payments Deferred tax debit on share-based payments Deferred tax credit (debit) on available-for-sale investments 8.4 (3.0) 1.3 6.7 7.8 (3.5) (1.1) 3.2 54 The Carphone Warehouse Group PLC Annual Report 2008

  • Page 67
    ...a liability in these financial statements. The expected cost of the proposed final dividend for the period ended 29 March 2008 reflects the fact that the Group's Employee Share Ownership Trust has agreed to waive its rights to receive dividends (see note 24). Financial Statements www.cpwplc.com 55

  • Page 68
    ... Earnings per share Headline earnings per share 13.0 20.1 7.5 11.8 12.4 19.2 7.1 11.2 Headline earnings per share is provided because the Directors consider that it provides assistance in understanding the Group's underlying performance. 56 The Carphone Warehouse Group PLC Annual Report 2008

  • Page 69
    ...the period in relation to historical acquisitions. Goodwill has been allocated to cash-generating units ("CGUs") which are generally based on geographical location. The carrying amount of goodwill by geographical location is as follows: 2008 £m 2007 £m UK Fixed Line UK Distribution France Germany...

  • Page 70
    .... Subscriber acquisition costs are amortised over the minimum contract term and are removed from cost in the analysis above after a period of two years. Acquisition intangibles are removed from cost in the analysis above once fully amortised. 58 The Carphone Warehouse Group PLC Annual Report 2008

  • Page 71
    ... for contributory assets. Customer revenue share agreements again arose on the acquisition of AOL's UK internet access business, and represent rights, subject to performance criteria, to a share of transactional revenues generated by AOL access and TalkTalk customers on AOL sites. The valuation of...

  • Page 72
    ... England and Wales England and Wales England and Wales England and Wales Luxembourg England and Wales Ireland Distribution Distribution Distribution Distribution Fixed Line Fixed Line Fixed Line Fixed Line Fixed Line Holding company Insurance 60 The Carphone Warehouse Group PLC Annual Report 2008

  • Page 73
    ...France joint venture. Interests in joint ventures and associates are as follows: Business Principal activities 2008 Interest 2007 Interest Best Buy Mobile US Virgin Mobile France Geek Squad Europe The Phone House Services Telecoms SAS Distribution MVNO Home technology support Facilities management...

  • Page 74
    ... 743.8 The average credit period taken on trade receivables, calculated by reference to the amount owed at the period end as a proportion of total revenue in the period, adjusted to take account of the timing of acquisitions, was 61 days (2007 - 57 days). Included within trade receivables are £20...

  • Page 75
    ... (26.4) (50.3) Movements in Group provisions for impairment of trade receivables are as follows: 2008 £m 2007 £m Opening balance Acquisition of a business Charge to the income statement Receivables written off as unrecoverable Foreign exchange Closing balance (50.3) (0.2) (77.9) 61.1 (2.7) (70...

  • Page 76
    ... in this facility that limit the ratio of debt to EBITDA, interest cover, and fixed charges (interest and operating lease expenditure) cover. The Group was in compliance with these covenants at the period end. - 60.0 50.0 223.7 373.9 - 707.6 64 The Carphone Warehouse Group PLC Annual Report 2008

  • Page 77
    ... a result of adverse market conditions and the 364-day facility was retained to provide additional working capital headroom. The facility agreement has a term-out option, exercisable at the Group's discretion, for an additional one year period and, as such, the final maturity date of the facility is...

  • Page 78
    ...foreign exchange contracts, and foreign exchange swaps. Other products, such as interest rate swaps and currency options, can also be used depending on the risks to be covered. The Group does not trade or speculate in any financial instruments. 66 The Carphone Warehouse Group PLC Annual Report 2008

  • Page 79
    ... Swiss Franc for this purpose. However, in line with Group policy, balance sheet translation risk is not hedged against adverse movements in exchange rates and the results of any such movements are taken to reserves. Likewise, the translation risk on converting overseas currency profits or losses is...

  • Page 80
    ... banks all of which have short- or long-term credit ratings appropriate to the Group's policies and exposures. The investments made by the insurance companies, which hold the bulk of the Group's cash investments, are reviewed regularly by the appropriate boards and judged against existing investment...

  • Page 81
    ... of the Group's Swiss retail business, which was announced on 20 March 2008. The provision is expected to be utilised over the next 12 months. Sales: Sales provisions relate to "cash-back" and similar promotions, product warranties, product returns, and network operator performance penalties. Sales...

  • Page 82
    ... own shares: The Group has an Employee Share Ownership Trust ('ESOT') which holds 6.5m shares (2007 - 9.8m) in the Company for the benefit of the Group's employees. The ESOT has waived its rights to receive dividends and none of its shares has been allocated to specific schemes. At 29 March 2008 the...

  • Page 83
    ... with its joint ventures and associates (see note 15): Income for services provided £m Net amounts Expenses owed to for services (receivable from) received the Group £m £m 52 weeks ended 29 March 2008 The Geek Squad UK TPHS France Virgin Mobile France Sale of stock £m Interest income...

  • Page 84
    Notes to the Financial Statements continued 30 Related party transactions (continued) Interest income £m Income for services received £m Net amounts Expenses owed to for services (receivable from) provided the Group £m £m 52 weeks ended 31 March 2007 The Geek Squad UK Best Buy Mobile US Virgin...

  • Page 85
    Five Year Record (unaudited) IFRS 2008 £m IFRS 2007 £m IFRS 2006 £m IFRS 2005 £m UK GAAP 2004 £m Headline results Revenue EBITDA PBT Assets employed Non-current assets Net current (liabilities) assets before provisions Provisions Non-current liabilities Net assets Financed by Shareholders...

  • Page 86
    ... and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation...

  • Page 87
    ... Sheet and the related notes 1 to 13. These Company financial statements have been prepared under the accounting policies set out therein. We have reported separately on the Group financial statements of The Carphone Warehouse Group PLC for the 52 weeks ended 29 March 2008 and on the information...

  • Page 88
    ...one year Net assets Capital and reserves Called-up share capital Share premium reserve Profit and loss account Total capital employed The accompanying notes are an integral part of this balance sheet. The financial statements on pages 76 to 80 were approved by the Board on 11 June 2008 and signed on...

  • Page 89
    ... as Earnings Per Share targets) and a Monte Carlo model for those with external performance criteria (such as Total Shareholder Return targets). For schemes with internal performance criteria, the number of options expected to vest is recalculated at each balance sheet date, based on expectations...

  • Page 90
    ... Share Transactions'. The remaining additions relate to acquisitions of a number of subsidiaries during the period. Details of the Company's investments in material subsidiary undertakings are provided in note 14 to the Group's financial statements. 78 The Carphone Warehouse Group PLC Annual Report...

  • Page 91
    ... are repayable within 12 months of the balance sheet date. 7 Trade and other payables: amounts falling due within one year 2008 £m 2007 £m Loans and overdrafts Amounts owed to Group undertakings Other creditors Forward currency contracts Accruals and deferred income 32.0 915.7 5.5 3.1 11.5 967...

  • Page 92
    ...' funds 2008 £m 2007 £m Profit for the financial period Equity dividends Retained (loss) profit for the financial period Net change in available-for-sale investments Issue of share capital Net cost of share-based payments Net movement in shareholders' funds Opening shareholders' funds Closing...

  • Page 93
    Financial Calendar Key dates Results announcement Ex-dividend date Record date Dividend payment date Interim results announcement 12 June 2008 9 July 2008 11 July 2008 8 August 2008 6 November 2008 Published by Black Sun Plc Printed in England by SVTWO www.cpwplc.com 81

  • Page 94
    The Carphone Warehouse Group PLC 1 Portal Way London W3 6RS Tel +44 (0)20 8896 5000 Fax +44 (0)20 8753 8009 Email [email protected] Registered no. 3253714 www.cpwplc.com