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THE CONNECTED WORLD
CARPHONE WAREHOUSE GROUP PLC ANNUAL REPORT 2011
CARPHONE WAREHOUSE GROUP PLC ANNUAL REPORT 2011
THE HOME OF

Table of contents

  • Page 1
    carphone warehouse group plc ANNUAL REPORT 2011 THE HOME OF THE CONNECTED WORLD carphone warehouse group plc ANNUAL REPORT 2011

  • Page 2
    ...5.0p per share • headline financial highlights group earnings per share (PENCE) 15.0 group net funds / loan assets (£M) 51 36 virgin mobile france: ebit (100% BASIS) (£M) 21 120 100 8.3 4.1 (23) 2009 2010 2011 Cash (22) 2010 2011 2010 Virgin loan asset 2011 2009 best buy europe: revenue...

  • Page 3
    ... customer feedback and strong financial returns. • Online channels provide information and home and in-store delivery options. • Launched in the US in 2006 as a partnership between Carphone Warehouse and Best Buy, through which Best Buy Europe receives a profit share from Best Buy Mobile...

  • Page 4
    ...UK, generally with long-term leases. £74m market value net funds and loan assets • Net funds to cover short-term commitments to joint ventures, but available for distribution in medium-term. • Loan assets being repaid by Virgin Mobile France from operating cash flows. 1.9m customers value...

  • Page 5
    ...Consolidated Cash Flow Statement 50 Notes to the Financial Statements 74 Five Year Record 75 Company Balance Sheet 76 Notes to the Company Financial Statements 80 Glossary and Definitions 87 Financial Calendar cARPHone WAReHoUse GRoUP PLc stRuCtuRe Best BUY eURoPe (50% oWNeD) VIRGIn MoBILe FRAnce...

  • Page 6
    ... cHAIRMAn's stAteMent harnessing the connected world to deliver value for shareholders and customers one year on from the creation of the 'new' carphone Warehouse Group through the successful demerger of talktalk, it is a pleasure to report on the company's performance. strategically, Carphone is...

  • Page 7
    ...Chairman cARPHone WAReHoUse GRoUP eVoLUtIon CPW EUROPE BEST BUY UK BEST BUY MOBILE US VIRGIN MOBILE FRANCE TALKTALK GROUP 2070 Launch of Best Buy UK with 6 stores opened in 2010-11 2070 Demerged as separately listed company 2009 Acquires Tele2 France providing additional scale 2008 Best Buy...

  • Page 8
    ... Working' is a service that helps customers make the most of their new device. in our 'Wireless World' stores, the Geek squad can explain operating systems in person, help customers download their first applications, set up their email accounts and register them for MyHub. MyHub. MyHub provides free...

  • Page 9
    .... Best Buy is a global leader in consumer electronics with a track record of outstanding customer service and operational execution. together, this combination provides the ideal partnership to deliver the 'Connected World'. coMPUteR eMAIL Me LAteR HoMe iN tiMe FoR teA? WoRLD LiNK to tHis viDeo...

  • Page 10
    ... services they need. the Geek squad team can also fix problems remotely by accessing customers' computers over the internet. 06 Carphone Warehouse Group plc Annual Report 2011 "WHAt's tHe RIGHt LAPtoP FoR Me?" our aim is to deliver the connected World to our customers. We offer trained experts...

  • Page 11
    ...greatest, entertainment, social media or work-on-the-go technology, we try to make it easy to find exactly what's right for them. Upgrade alerts With our upgrade alert service, we will remind customers when it's time for an upgrade. trade-ins Customers can trade-in their old mobile phones, sat navs...

  • Page 12
    ...offer them technology support, protection and repair. With 'eye openers' we help our customers get the best from their products. PHones sUPPoRt AnD ADVIce tABLets cAsH FoR oLD PHones netBooKs FRee UPGRADe ReMInDeR LAPtoPs InteRnet secURItY 08 Carphone Warehouse Group plc Annual Report 2011

  • Page 13
    ... of financial strength and positive outlook lies behind the inauguration of our progressive dividend policy, with a dividend for the year ended 37 March 2077 of 5.0p. Carphone Warehouse Group comprises a 50% joint venture share in Best Buy europe, a separate joint venture with virgin, virgin Mobile...

  • Page 14
    ... in addition, Best Buy Mobile launched a new online platform during the year, providing new sales opportunities as well as developing the business' multi-channel proposition. Best Buy Mobile's us connections grew by 28%, to over 7 million, and this increased Best Buy europe's share of profits by 111...

  • Page 15
    ... Andrew Harrison, Ceo, who has been with Carphone Warehouse since 1995. • the joint venture board includes members of the management team and representatives of each shareholder. • the board ordinarily meets formally once a month, to agree strategy and to review performance. • Best Buy Mobile...

  • Page 16
    ...Wireless World' stores in CPW europe, and 1,101 branded stores within Best Buy's 'Big Box' stores. it has plans to open a further 150 stores in the coming year, with a five year target of 600-800 stand-alone stores, and also continues to develop its online channels. Best Buy UK • the joint venture...

  • Page 17
    ...choices multiply around products, operating systems, services and content. tablets enter the market tablets share many similarities with smartphones, typically employing touchscreen technology and designed to provide multimedia services on-the-go. the tablet format only launched in 2010, but it has...

  • Page 18
    ... develop Geek squad phone and home support. • Maintain investment in operational platforms to simplify transaction processes. enhance multi-channel platforms to improve customer choice • ongoing investment in online transactional sites. • increase range of delivery options across stores, home...

  • Page 19
    ... of the shift from 18 month to 24 month contracts in the uK from mid-2009 onwards. Continuing strong growth in connections reflects the rapid roll-out of the model and the success of the proposition in capturing new customers. Carphone Warehouse Group plc Annual Report 2011 15 BusiNess RevieW

  • Page 20
    ...unwinding of discounts for the time value of money on network commissions receivable over the life of the customer. this unwind has a value of £10.0m in the year ended 31 March 2011 (2010: £8.0m) and is treated as interest income in the joint venture's statutory results. Best Buy europe generated...

  • Page 21
    ... Mobile plans to end its fiscal year (February 2012) with 325 stand-alone stores and to increase the total number of stand-alone stores to 600-800 within five years. Additionally, Best Buy Mobile launched a new online platform during the year, providing new sales opportunities as well as developing...

  • Page 22
    ...(23.3) 104.4 (47.0) 57.4 Working capital Capex operating free cash flow pre-Best Buy uK Best Buy uK (47) 2009 2010 2011 other movement in net funds opening net funds (debt) closing net funds Headline eBitDA within CPW europe and Best Buy Mobile us grew by 25.4% year-on-year from £252.7m to £317...

  • Page 23
    ...-out of 'Wireless World' stores in CPW europe is expected to result in an increase in capex year-onyear, offsetting anticipated eBitDA growth and resulting in flat operating free cash flow from CPW europe and Best Buy Mobile us. Carphone Warehouse Group plc Annual Report 2011 19 BusiNess RevieW

  • Page 24
    ... customer service, and a good supply of scarce products. Regulation Risk Best Buy europe is subject to regulation in a number of areas, including insurance operations, information security and customer management. Mitigation the business has internal committees and control structures to manage...

  • Page 25
    ... Warehouse board before leaving to set up this venture. • three representatives from each shareholder sit alongside Geoffroy on the joint venture board. • the board ordinarily meets formally once a month to agree strategy and review performance. Carphone Warehouse Group plc Annual Report 2011...

  • Page 26
    ...portfolio of virgin branded stores, and a well established online platform. • the virgin brand is well recognised in France and the business enjoys a reputation for high quality customer service. MARKetPLAce competitive landscape France's mobile market is one of the largest in Western europe, with...

  • Page 27
    ... BusiNess RevieW VIRGIn MoBILe FRAnce: stRAteGY AnD KPIs strategy KPis sales PERFORMANCE eVoLUtIon oF tHe BAse (000) 1 grow Base to reinforce Position as #1 mvno targeting over 2m customers • the business is well on track to meet its long-standing 2m customer target this year. • our aim...

  • Page 28
    ...-term operating margins. As a result, we expect an eBit margin of around 7%. As in the year just ended, we expect an underlying tax rate of 34% to apply, and on a net basis we expect the Group's share of the venture's profits to be £7-8m. the full MvNo project will also require an increased capital...

  • Page 29
    ... it systems which could fail or be unable to keep pace with the needs of the business. Mitigation A significant investment has been made over recent years in the it infrastructure of the business, supported by evolving business continuity plans. Carphone Warehouse Group plc Annual Report 2011

  • Page 30
    ... on the investment, and the year-on-year growth in its value is closely in line with our share of Best Buy europe PAt. the Group's interests in virgin Mobile France include loans due to the Group as well as our share of the venture's net liabilities. strong cash generation enabled the business to...

  • Page 31
    ...in return on capital employed and ePs reflect the growth in profitability already detailed in this report. Risk the key risks of the Group relate to its joint venture operations and such risks are described on pages 20 and 25. the Group does not exercise control over Best Buy europe or virgin Mobile...

  • Page 32
    ...in each area the aim has been to make positive, long-term, sustainable changes which can be measured and reported on. community & charity Best Buy europe has always been about connecting people and helping them realise what's possible in their lives. that's why it supports Get Connected, its chosen...

  • Page 33
    ... year. 24 employees travelled to ecuador to raise money for Get Connected and help a community improve the facilities of its local school. Best Buy europe was recognised as one of the top employers in the UK by the sunday times. Carphone Warehouse Group plc Annual Report 2011 29 BusiNess RevieW

  • Page 34
    ... charles Dunstone Chairman Roger taylor Chief executive officer nigel Langstaff Chief Financial officer John Gildersleeve Non-executive Deputy Chairman Baroness Morgan of Huyton Non-executive Director John Allwood Non-executive Director 30 Carphone Warehouse Group plc Annual Report 2011

  • Page 35
    ... 2010 and Chief Financial officer of old Carphone Warehouse from 2000 to 2010. He is responsible for new business development, strategic initiatives and investor relations. He was appointed Non-executive Deputy Chairman of talktalk telecom Group PLC in 2010. He is also a director of Best Buy europe...

  • Page 36
    ... of budget and strategy; • appointment and remuneration of directors and auditors; • approval of major acquisitions and disposals; • approval of authority levels for expenditure; and • approval of treasury and risk management policies. 32 Carphone Warehouse Group plc Annual Report 2011

  • Page 37
    ...previously Chief executive officer of old Carphone Warehouse and also had a significant shareholding in the Company. the Board believed that the appointment of Charles as Chairman benefitted the Group, given that Charles was the founder of the business and his knowledge of the Group's businesses was...

  • Page 38
    ... of the Group's financial statements and any formal announcements relating to the Group's financial performance; • reviewing significant financial reporting judgements; • reviewing the Group's financial controls and internal control and risk management systems; • monitoring and reviewing the...

  • Page 39
    ... management processes set out above. executive management of Best Buy europe and virgin Mobile France have direct responsibility for the risk management programmes of their businesses. Consequently, the Board places reliance as far as possible on the risk management processes of the joint venture...

  • Page 40
    ... Best Buy europe and virgin Mobile France are supplemented by frequent informal interaction between shareholders and management on strategic and operational matters. communication with investors the Board believes it is important to explain business developments and financial results to the Company...

  • Page 41
    ... exceptional performance and shareholder value creation; and • require executive directors to retain a shareholding in the Company, including share options and value enhancement scheme shares, of at least 200% of their annual salary. Carphone Warehouse Group plc Annual Report 2011 37 GoveRNANCe...

  • Page 42
    ...provide long-term incentives to its senior management group in relation to Best Buy europe. the Best Buy europe ves enables participants to share in up to 2.24% of any increase in the value of Best Buy europe over an opening valuation determined by the old Carphone Warehouse board as at 1 April 2009...

  • Page 43
    ...virgin Mobile France has issued market and nil priced share options to certain employees of the business. these options vest over periods of two to four years. Directors of the Company do not participate in these joint venture schemes. Carphone Warehouse Group plc Annual Report 2011 39 GoveRNANCe

  • Page 44
    ...and shareholders, the Company requires executive directors to build up and retain a shareholding in the Company of at least 200% of their annual salary. the Company may, in calculating this percentage, take into account share options and shares issued under the Best Buy europe ves. Performance graph...

  • Page 45
    ... of executive directors: 2077 £000 2010(i) £000 N Langstaff R taylor (i) Roger taylor received pension contributions of £20,000 in the period ended 28 March 2010 from old Carphone Warehouse during his directorship of this company. 74 22 - - Carphone Warehouse Group plc Annual Report 2011 41...

  • Page 46
    ... Roger taylor was 192.0p. the market price was 364.0p as at 31 March 2011 and during the year ranged between 155.0p and 434.5p. Best Buy europe ves shares the number of A ordinary shares of CPW Retail Holdings Ltd held by executive directors as a part of the Best Buy europe ves are as follows: 2077...

  • Page 47
    ...the Company and has no right to fixed income. Details of employee share schemes are provided in note 6 to the Group financial statements. the Group's esot held 2.9m shares on 31 March 2011, but does not vote or receive dividends. the shareholder agreements of Best Buy europe and virgin Mobile France...

  • Page 48
    ... included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. By order of the Board on 13 June 2011 R Taylor Chief Executive Officer N Langstaff Chief Financial Officer 44 Carphone Warehouse Group plc Annual Report 2011

  • Page 49
    ... UK Corporate Governance Code specified for our review; and • certain elements of the Remuneration Report. John murphy (Senior statutory auditor) for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditor London, United Kingdom 13 June 2011 Carphone Warehouse Group plc Annual...

  • Page 50
    ... intangibles and exceptional items 2010 £m Revenue Cost of sales Gross profit Operating expenses Share of results of joint ventures Profit before investment income, interest and taxation Interest income Interest expense Investment income Profit before taxation Taxation Net profit for the year...

  • Page 51
    ... year - - 0.5 - - 0.5 - - 754.0 - - 754.0 457.8 218.8 - (1.5) - 675.1 7.9 4.2 - - - 12.1 (51.8) - (754.5) - 55.1 (751.2) 413.9 223.0 - (1.5) 55.1 690.5 The accompanying notes are an integral part of this Consolidated Statement of Changes in Equity. Carphone Warehouse Group plc Annual Report...

  • Page 52
    ... Provisions Total liabilities Net assets equity Share capital Share premium reserve Accumulated profits Translation reserve Demerger reserve Funds attributable to equity shareholders The accompanying notes are an integral part of this Consolidated Balance Sheet. The financial statements on pages 46...

  • Page 53
    ... and equipment Net receipts from (investment in) joint ventures Cash flows from investing activities financing activities Movements on loans from TalkTalk Group Movements on loans to Best Buy Europe Settlement of financial instruments Net purchase of own shares Interest paid Cash flows relating to...

  • Page 54
    ..., the Group comprised investments in two joint ventures, Best Buy Europe and Virgin Mobile France, and various other investments, including freehold properties. The financial statements for the year to 31 March 2010 have been prepared with the objective of presenting the results, net assets and cash...

  • Page 55
    ... accounting policies are applied to revenue arising in the Group's joint ventures: • revenue arising on the sale of mobile and other products and services is recognised when the relevant products or services are provided; Carphone Warehouse Group plc Annual Report 2011 51 FINANCIAL STATEMENTS

  • Page 56
    ...5 years on a straight-line basis. The value attributed to such assets is based on the future economic benefit that is expected to be derived from them, calculated as the present value of future cash flows after a deduction for contributory assets. 52 Carphone Warehouse Group plc Annual Report 2011

  • Page 57
    ... in relation to the Best Buy Europe Joint Venture Transaction. Provisions in Best Buy Europe and Virgin Mobile France include the following categories: Sales Sales provisions relate to 'cash-back' and similar promotions, product warranties, product returns, and network operator performance penalties...

  • Page 58
    ... IAS 12 (Amendment) 'Income Taxes' on 'Deferred Tax' expected to be effective for the year ending 31 March 2013. • IFRIC 19 'Extinguishing Financial Liabilities With Equity Instruments' expected to be effective for the year ending 31 March 2012. 54 Carphone Warehouse Group plc Annual Report 2011

  • Page 59
    ... of joint ventures (post-tax) Headline EBIT Share of amortisation of joint venture acquisition intangibles (post-tax) Statutory EBIT (segment results) Assets Liabilities Net assets Transactions between segments are on an arm's length basis. Best Buy Europe (see note 14) £m Virgin Mobile France...

  • Page 60
    ... During the year ended 31 March 2010, as part of the Demerger, the Group received dividends of £182.0m from Old Carphone Warehouse. These dividends do not reflect the ongoing operations of the Group and have therefore been disclosed separately. 56 Carphone Warehouse Group plc Annual Report 2011

  • Page 61
    ... of a number of Old Carphone Warehouse employees (including directors) for the year. The aggregate remuneration recognised in the income statement in each year is as follows: 2011 £m 2010 £m Salaries and performance bonuses Social security costs Other pension costs Share-based payments (see note...

  • Page 62
    ... value of the scheme is dependent on the performance of TalkTalk Group, and the obligation to acquire the TalkTalk VES shares lies with TalkTalk rather than the Company. b) Joint venture incentive schemes Best Buy Europe also introduced a VES during the year ended 31 March 2010, to provide long-term...

  • Page 63
    ... until 30 June 2010 based on various internal performance conditions, principally in relation to earnings and cash generation. The performance conditions were met and as such the shares become unrestricted during the year. Carphone Warehouse Group plc Annual Report 2011 59 FINANCIAL STATEMENTS

  • Page 64
    ... To THe fiNaNciaL sTaTemeNTs CONTINUED 6 sHaRe-Based paYmeNTs CONTINUED f) other old carphone Warehouse share option schemes Old Carphone Warehouse had a savings-related share option scheme which permitted the grant to employees of options linked to a bank save-as-you-earn contract for a term of...

  • Page 65
    ... in the Company at 31 March 2011 (2010: 5.2m) for the benefit of the employees of the Group and the Old Carphone Warehouse Group. The ESOT has waived its rights to receive dividends and none of its shares has been allocated to specific schemes. At 31 March 2011 the shares had a market value of £10...

  • Page 66
    ... 0.8 On 23 March 2011 the government announced the reduction of the UK corporation tax rate from 28% to 26% from 6 April 2011 and then to 23% over the following three years. The impact of this reduction is not material to the wholly-owned Group. 62 Carphone Warehouse Group plc Annual Report 2011

  • Page 67
    ...profit for the year £m 38.6 (0.6) - 38.0 37.0 (0.6) 182.0 218.4 37.4 (0.6) 182.0 218.8 Headline information is provided because the directors consider that it provides assistance in understanding the Group's underlying performance. Carphone Warehouse Group plc Annual Report 2011 63 FINANCIAL...

  • Page 68
    ... day. The value of the schemes has been derived from final results for the years ended 31 March 2010 and 31 March 2011 and the Group's latest financial guidance for the year to 31 March 2012, as communicated in June 2011. In order to maintain alignment with shareholders, the Company's Remuneration...

  • Page 69
    ...Irlam Limited * *Investment held directly by the Company. Isle of Man England and Wales England and Wales England and Wales Property holding company Property holding company Property holding company Property holding company Carphone Warehouse Group plc Annual Report 2011 65 FINANCIAL STATEMENTS

  • Page 70
    ...shares being acquired. a) Group balance sheet interests The Group's interests in joint ventures are analysed as follows: 2011 Opening balance Share of results Loans repaid (net) Share of other reserve movements Foreign exchange Closing balance Best Buy Europe Virgin Mobile France Closing balance Net...

  • Page 71
    ... of discounts for the time value of money on network commissions receivable over the life of the customer. This unwind has a value of £10.0m in the year ended 31 March 2011 (2010: £8.0m) and is treated as interest income in the joint venture's statutory results. Virgin mobile france Revenue...

  • Page 72
    ....0) (45.4) (21.6) 2010 £m Total Group share Total Group share of net assets of joint ventures 453.6 384.7 Best Buy Europe is in ongoing discussions with HMRC in relation to VAT on "free gift" promotions, which may result in new assessments. Having undertaken internal investigations and obtained...

  • Page 73
    ... currency All of the Group's material subsidiaries prepared accounts in UK Sterling. The businesses that had a material effect on the Group's joint venture investments prepared accounts in UK Sterling, Euro and US Dollar. Carphone Warehouse Group plc Annual Report 2011 69 FINANCIAL STATEMENTS

  • Page 74
    .... Best Buy Europe's policies for translational risk are consistent with those of the Group and it ceased net investment hedging in the year ended 3 April 2010. Virgin Mobile France has limited translational risk exposures as its operations are based solely in France. Transactional risk and cash flow...

  • Page 75
    ... to warranties provided in relation to the Best Buy Europe Joint Venture Transaction. 20 sHaRe capiTaL 2011 million 2010 million 2011 £m 2010 £m Allotted, called-up and fully paid ordinary shares of 0.1p each 457.1 457.1 0.5 0.5 Carphone Warehouse Group plc Annual Report 2011 71 FINANCIAL...

  • Page 76
    ...beginning of the year Net profit for the year Currency translation Net purchase of own shares Tax on items recognised directly in reserves Share of other reserve movements of joint ventures Net movements in relation to share schemes Movements in demerger reserve At the end of the year share capital...

  • Page 77
    ... the year, the Group had the following disclosable transactions and balances with its joint ventures (see also note 14) and other related parties: 2011 Best Buy europe £m Virgin mobile france £m TalkTalk Group £m Best Buy Europe £m 2010 Virgin Mobile France £m Revenue for services provided Net...

  • Page 78
    fiVe YeaR RecoRd (UNAUDITED) 2011 £m 2010 £m 2009 £m 2008 £m 2007 £m Headline results a) Group Share of results of Best Buy Europe Share of results of Virgin Mobile France Other Net profit earnings per share - Basic - Diluted b) Best Buy europe Revenue EBITDA EBIT Interest Taxation Profit...

  • Page 79
    ... signed on its behalf by: R Taylor Chief Executive Officer N Langstaff Chief Financial Officer 8 8 8 0.5 754.0 181.5 936.0 6 4 5 163.5 46.2 209.7 (10.9) 198.8 949.2 (13.2) 936.0 3 750.4 Carphone Warehouse Group plc Annual Report 2011 75 FINANCIAL STATEMENTS compaNY BaLaNce sHeeT AS AT 31 MARCH...

  • Page 80
    ... an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are discounted where the time value of money is considered to be material. 76 Carphone Warehouse Group plc Annual Report 2011

  • Page 81
    ... 1.6 46.2 Amounts owed by Group undertakings are repayable within 12 months of the balance sheet date. 5 cRediToRs 2011 £m Amounts owed to Group undertakings Other creditors Accruals and deferred income 1.2 2.4 7.3 10.9 Carphone Warehouse Group plc Annual Report 2011 77 FINANCIAL STATEMENTS

  • Page 82
    ...compaNY fiNaNciaL sTaTemeNTs CONTINUED 6 pRoVisioNs 2011 £m On incorporation Transferred from Old Carphone Warehouse Charge to the profit and loss account Released in the period At 31 March 2011 Provisions relate principally to warranties provided in relation to the Best Buy Europe Joint Venture...

  • Page 83
    ... the consolidated Group financial statements. During the year, the Company had the following disclosable transactions and balances with its joint ventures and other related parties: 2011 TalkTalk Group £m Best Buy europe £m Virgin mobile france £m Net interest and other finance income (expense...

  • Page 84
    ... and distribution business (Best Buy Europe), including its economic interests in Best Buy Mobile US, in June 2008. The Board of Directors of the Company. Cash generating unit. Carphone Warehouse Group plc (incorporated in England and Wales). The demerger of Old Carphone Warehouse into the Group and...

  • Page 85
    ... from well-managed forests and Elemental Chlorine Free (ECF) pulps and certified according to the rules of the Forest Stewardship Council® (FSC). Both the manufacturing mill and printer are certified with the ISO14001 environmental management system. Carphone Warehouse Group plc Annual Report 2011...

  • Page 86
    carphone warehouse group plc 1 Portal Way London W3 6RS Telephone +44 (0)20 8617 6002 Fax +44 (0)20 8753 8085 Email [email protected] Registered no. 07105905 www.cpwplc.com