The Carphone Warehouse Group PLC
Annual Report 200
4
The Carphone Warehouse Group PLC Annual Report 200
4 The Carphone Warehouse is Europe’s leading
independent retailer of mobile phones and services, 
with over 1,200 stores in 10 countries.
Our strategy builds on our track record in retailing
and allows us to move quickly when we see new
market opportunities arise. Our objective at all
times remains the creation of significant and
sustainable shareholder value.
Our strategic objectives are:
> To continue to grow retail market share by
investing in new stores and by generating 
like-for-like growth from our existing estate
> To develop incremental income streams 
from our customer relationships, with
residential fixed line services representing 
a major new opportunity
> To grow our business-to-business fixed line
operations organically and through acquisition
Contents
1 Financial Highlights
2 Chairman’s Statement
3 Group Overview
4 Chief Executive’s Review
6 Operating and Financial Review
14 Corporate Responsibility
17 Board of Directors and Group Advisors
18 Corporate Governance
20 Remuneration Report
24 Directors’ Report
25 Statement of Directors’ Responsibilities
25 Independent Auditors’ Report
26 Consolidated Proﬁt and Loss Account
26 Consolidated Statement of Total
Recognised Gains and Losses
27 Consolidated Balance Sheet
28 Company Balance Sheet
29 Consolidated Cash Flow Statement
30 Notes to the Financial Statements
47 Five Year Record
48 Financial Calendar Operational Highlights
Further strong growth in proﬁts and earnings per share
Continued market share growth across Europe
Total connections of 5.35 million
Growth in high quality subscription connections of 26.4%
Successful launch of TalkTalk with decisive moves into other
European ﬁxed line markets
Acquisition and integration of Hutchison Telecommunications
Recurring revenues generating 55.3% of total contribution
UK ﬁxed line trafﬁc doubled to over 5.5 billion minutes
The Carphone Warehouse Group PLC Annual Report 2004
1
Financial Highlights 2004 2003
£m £m
Turnover 1,849.0 1,841.5
Turnover (ex Wholesale) 1,670.9 1,034.9 
Headline results*
EBITDA 122.8 90.0
Proﬁt before tax 76.3 57.0
Earnings per share 6.81p 5.25p
Statutory results
Proﬁt before tax 44.5 34.5
Earnings per share 3.17p 2.60p
Exceptional items (6.4) (1.9)
Dividend per share 1.3p 1.0p
*Headline ﬁgures are shown before exceptional items and amortisation of goodwill (see note 10 to the ﬁnancial statements).
49.6 46.8 57.0 76.3
03 04 02 01
Headline profit before tax (£m)
5.0 4.4 5.3 6.8
03 04 02 01
Headline earnings 
per share (pence)
03 02 01
1,059 1,104 1,140 1,214
04
Stores (number)
5,445 6,992 8,133 10,183
01 02 03 04
Employees (number) 2
www.cpwplc.com
The last 12 months have been a period of dynamic growth
and rapid change for The Carphone Warehouse, achieved in
the context of a mobile phone market that has strengthened
markedly and a ﬁxed line market in which deregulation has
heralded a major opportunity for us. We achieved organic
growth in turnover of 28.9% in our core operations, with
headline proﬁt before tax increasing by 33.8%. Earnings 
per share on the same basis increased by 29.7%, while
statutory earnings per share increased by 21.9%.
Our strategy of developing recurring income streams from
providing a range of services to our network and end-user
customers continues to bear fruit. 55.3% of Group
contribution came from recurring business, up from just
27.5% four years ago. As a result we have succeeded in
both improving the quality of our earnings and maximising
the potential for future earnings growth.
In addition, we continue to take a long-term approach to
the creation of shareholder value, by investing in businesses
that we believe will support attractive growth in Group
earnings and cash generation in the years to come. In the
past year we incurred start-up losses of £11.0m in TalkTalk,
our new residential ﬁxed line service, because of our ﬁrm
belief that we are investing in a signiﬁcant long-term
opportunity. The acquisitions of ﬁxed line providers in Spain
and Switzerland just before the year end demonstrate our
commitment to this new market, which has a natural afﬁnity
with our mobile retail proposition.
Our acquisition of Hutchison Telecommunications GmbH, 
a German mobile service provider in June 2003 also 
typiﬁed our determination to build sustainable businesses,
and our ability to take the difﬁcult decisions that give due
consideration to long-term potential rather than simply
ﬁnding ‘quick ﬁxes’. Our German retail chain is now sharing
in the lifetime value of the customers it recruits and will
break even this year if its current progress continues.
During the year the Group underwent an important internal
restructuring, with the UK and non-UK distribution
operations now being managed as a single unit under
Geoffroy Roux de Bezieux as Chief Operating Ofﬁcer,
Distribution. We are already beginning to see tangible
beneﬁts, both in the negotiation of supplier agreements 
and in the consolidation of retail best practice. In addition,
David Goldie, formerly Chief Executive Ofﬁcer of Opal
Telecom, has been appointed Chief Operating Ofﬁcer,
Telecoms, so that his expertise can be most effectively 
put to use across all of the Group’s telecoms businesses.
There were two changes to the Board in the last twelve
months. We were sorry to say farewell to Des Wilson, 
who retired from his non-executive role after three years 
of valuable service. At the same time we were very pleased
to appoint Martin Dawes to the Board as a Non-Executive
Director during the year. 
We are conﬁdent of our prospects in the coming year.
Competition between mobile operators and continued
innovation by handset manufacturers are set to continue 
to stimulate the market. In ﬁxed line telecoms, we expect
this to be the year when TalkTalk establishes itself as the
natural alternative to BT in the UK residential market.
The signiﬁcant progress we have made this year would 
not have been possible without the efforts of all of our
employees. Loyalty and dedication to The Carphone
Warehouse is evident in the quality of everyone’s
contributions and the low levels of employee turnover. 
Our employees are the key to our continued success and it
is my honour to express the Board’s gratitude to them.
Hans Roger Snook, Chairman
Chairman’s Statement
“We continue to take a long-term approach
to the creation of shareholder value, by
investing in businesses that we believe 
will support attractive growth in Group
earnings and cash generation in the years
to come.”
Hans Roger Snook, Chairman The Carphone Warehouse Group PLC Annual Report 2004
3
Group Overview
The Carphone Warehouse is organised into two core divisions. 
The Distribution division comprises our Retail operations and
other directly-related business streams. The Telecoms Services
division comprises our Mobile Services operations and our
Fixed Line businesses, addressing the SME and residential markets.
Stores by country
United Kingdom 509
France 176
Spain 164
Netherlands 87
Germany 72
Sweden 58
Portugal 47
Belgium 40
Ireland 32
Switzerland 29
Telecoms Services –
Business Fixed Line
The provision of voice and
value added services to
small and medium-sized
enterprises in the UK (Opal)
and Spain (Xtra).
Telecoms Services –
Mobile
Telecoms Services – 
Residential Fixed Line
The provision of voice
services to residential
customers in the UK, under
the TalkTalk brand, Spain
and Switzerland.
The provision of services to
mobile phone customers
through both our own
service provision business
and contracts to manage
customers on behalf of
network operators.
Distribution
Retail
Online
Insurance
Ongoing revenue
The sale of network
connections, handsets and
accessories through 1,21
4
stores across Europe and
via direct channels. Mobile
phone insurance services
and share of customer 
call revenue. 4
www.cpwplc.com
The Carphone Warehouse has changed signiﬁcantly over
the last ﬁve years, from a company that generated almost all
of its income from its UK retail operations, to a multinational
retail group making proﬁts from a range of related services
across ten geographical markets. We are now able to
achieve increasing returns on our ﬁxed cost base and
invested capital by extending our customer relationships
beyond the point of sale. As a result, the Group now has 
a much more stable base from which to pursue consistent
long-term proﬁtable growth and the maximisation of
shareholder value.
Throughout this period of change, the retail portfolio 
has remained at the heart of everything we do. With the
continued proliferation of handsets, networks and services
making the purchasing decision more complex than ever,
our customers are quite rightly making increasingly rigorous
demands on our sales consultants’ knowledge. In this
context it has been another year of strong growth and 
rapid development for the Group. Our continued focus 
on impartial advice and customer service is translating 
into continued market share gains and increasing levels 
of repeat business. Our move into ﬁxed line has been
decisive and successful and provides the Group with 
a further avenue for long-term growth.
Developing a broad-based telecoms group
We have a clear strategy designed to build on our track
record in retailing and to allow us to move quickly when 
we see new market opportunities arise, as beﬁts our
entrepreneurial roots. Our objective at all times remains 
the creation of signiﬁcant and sustainable shareholder
value. There are three key elements of our Group strategy:
• To continue to grow retail market share in all our
geographical markets both by investing in new store
openings and by generating like-for-like growth from 
our existing estate;
• To develop incremental income streams from our customer
relationships. We have achieved this historically through
our insurance services and network revenue sharing
agreements, and now see a signiﬁcant opportunity 
in residential ﬁxed line services; and 
• To grow our business-to-business ﬁxed line operations
organically and through acquisition.
I am pleased to report that we have made good progress
on each part of this strategy during the last twelve months,
as I will outline below.
Growing our retail presence
Our retail business had a very strong year. Undoubtedly 
we beneﬁted from buoyant markets across much of
Europe, but without exception we outperformed these
markets and made good progress in our market share.
Further market share gains remain at the top of the
strategic agenda because of the additional inﬂuence 
this gives us in our commercial agreements with mobile
operators and handset manufacturers.
We connected 5.35m mobile phones during the period, 
an increase of 22.6% on 2003. More signiﬁcantly, we
achieved 26.4% growth in subscription connections to
2.41m, extending our track record to 21.8% compound
growth over the last four years. 
We also continued to invest heavily in our store portfolio,
and opened a total of 74 new stores, net of closures and
disposals. In the coming year we intend to accelerate our
store opening programme with a particular focus on our
biggest markets – the UK, Spain and France. New stores
are generating very strong incremental returns on capital,
and the growing proﬁle of our brand outside the UK is
speeding up the rate of payback.
Developing incremental revenue streams from 
customer relationships
We launched TalkTalk, our UK residential ﬁxed line service,
in February 2003. By March 2004 we had attracted
385,000 customers, with the rate of customer acquisition
accelerating throughout the year. Our goal is to become 
the natural alternative to BT in the ﬁxed line market, and 
we anticipate that our introduction of unlimited free calls
between all TalkTalk customers from April 2004 will help 
us achieve this.
Our ﬁxed line aspirations are not limited to the UK as we
see an opportunity to leverage our retail presence and
brand in other markets by introducing a similar service.
Towards the year end we completed acquisitions in Spain
and Switzerland that will allow us to tackle those residential
markets, and we have also negotiated terms to enter the
French market as a pure reseller. 
Chief Executive’s Review
“Our focus on impartial advice and
customer service is translating into
ongoing market share gains and increasing
levels of repeat business. Our move into
fixed line has been decisive and successful
and provides the Group with a further
avenue for long-term growth.”
Charles Dunstone, Chief Executive Officer
3,603 3,615 4,364 5,350
03 04 02 01
Total connections 
Retail and Online (000s)
1,557 1,767 1,909 2,413
03 04 02 01
Subscription connections 
Retail and Online (000s) The Carphone Warehouse Group PLC Annual Report 2004
5
In mobile services we further developed our customer
management operations with the acquisition of Hutchison
Telecommunications GmbH in Germany in June 2003. 
The acquisition gives us over 600,000 mobile customers
and an important recurring revenue stream in a market 
in which our retail operations have historically struggled
through lack of scale. The combined operations are now
proﬁtable and provide a stable platform for future growth in
Germany. Overall, we now manage nearly two million mobile
customer relationships across Germany, the UK and France.
Finally, it is worth noting that in spite of the heightened
activity of launching new services during the year, our other
recurring businesses did not suffer. On the contrary, we
added a record 0.26m new insurance customers, taking the
total to 1.32m, and grew proﬁts in our insurance business
by 27.4%. This is testament to our sales consultants’ ability
to offer new services without compromising sales of more
established products, and proof of the wider viability of our
business model. 
Growing our business-to-business fixed line operations
In its ﬁrst full year within the Group, Opal performed
outstandingly well and exceeded all our expectations, 
with trafﬁc over the network growing by 100.5% on a pro
forma basis. The combination of engineering excellence 
and a rigorous sales and marketing focus is proving to be 
a powerful one. 
Looking forward, we are conﬁdent that we can continue 
to grow Opal both organically and through acquisition. We
expect consolidation in the sector to accelerate over the next
twelve months and we will explore appropriate opportunities. 
Outlook
The outlook for our core businesses is promising. We are
once again operating in a handset market demonstrating
strong growth. The rapid increase in the volume of our 3G
connections since the start of 2004 gives some indication
of likely future demand, and we are now seeing the
incumbent operators start to come to market with their 
own 3G services. At the same time the rate of innovation
and renewal from the handset manufacturers continues 
to stimulate consumer demand. 
These are good market conditions for The Carphone
Warehouse as customers not only rely on our advice for the
most appropriate handset and tariff, but also progressively
require educating in maximising the functionality of their
chosen mobile phone. We therefore expect to continue 
to strengthen our position through market share gains and
new store openings.
On the ﬁxed line side, we anticipate further strong growth 
in our TalkTalk customer base as the appeal of our free calls
proposition becomes more widely recognised. We anticipate
that we will have over 900,000 customers by March 2005.
Our ﬂedgling ﬁxed line operations outside the UK will start
to recruit customers in the coming months and should
break even in the ﬁrst year, with good growth in proﬁts
anticipated over the medium term.
Opal has had an outstanding 12 months. We remain
conﬁdent that Opal can continue to grow revenues at an
attractive rate in the year ahead, and maximise efﬁciency
through increased interconnection and strict control of
operating costs.
As always, our continued success is down to the dedication
and expertise of all of our employees. Recruitment and
training remain as important as ever and in the last 
12 months over 1,500 people joined the Group, bringing 
the total to nearly 11,000. I am delighted to welcome all 
of these new recruits, including those who have joined as 
a result of our acquisitions in Germany, Spain and Switzerland.
With our accelerated store opening plans, the continued
expansion of our customer service activities and our
investment in the infrastructure to support future growth, 
we expect to create a further 1,000 jobs across Europe 
in the current year.
I would also like to extend my thanks to all of our
customers, suppliers and investors for their continued
support as we grow through what are very exciting times. 
I am conﬁdent that over the next year we will extend our
position as the leading independent mobile phone retailer 
in Europe, continue to execute on our ﬁxed line strategy,
and deliver further proﬁtable growth.
Charles Dunstone, Chief Executive Ofﬁcer 
38.4 57.7 77.1 110.5
03 04 02 01
Contribution from recurring
revenues (£m)
33.7 44.7 49.7 55.3
03 04 02 01
Contribution from recurring
revenues (% of total)
The outlook for our core businesses is
promising. We are once again operating 
in a handset market demonstrating strong
growth. The rate of innovation and renewal
from the handset manufacturers continues
to stimulate consumer demand.  6
www.cpwplc.com
The Group achieved another strong result, producing good
growth through a buoyant handset market, market share
gains and excellent performances from our two most recent
acquisitions, Opal Telecom and Hutchison Telecommunications.
The quality of earnings continued to improve, with 55.3% 
of group contribution coming from recurring sources. 
Group turnover for the period was £1,849.0m, compared 
to £1,841.5m for the prior year. Excluding Wholesale
operations and the impact of acquisitions, underlying
growth in turnover was 28.9%.
The principal acquisition during the year was Hutchison
Telecommunications GmbH, a mobile service provider
operating in Germany, acquired for a net cash consideration
of £30.9m. Hutchison has generated an operating proﬁt 
of £9.1m on revenues of £211.1m since acquisition. Most
importantly it enabled us to restructure our German
operations, leading to the generation of operating proﬁt 
in that key market of £5.2m compared to an operating 
loss of £7.4m last year.
There were four further acquisitions during the year. In April
2003 we acquired the mobile customer base of Sainsbury’s
and reached agreement to provide mobile and ﬁxed line
services to Sainsbury’s customers. In January 2004 we
acquired E2Save, an off-the-page retailer in the UK, as part
of our strategy to build up our Online activities. Finally, we
made two small ﬁxed line acquisitions in Spain (Xtra Telecom)
and Switzerland (N Tel Com) just before the year end, with
negligible contributions to reported results for the year.
Headline proﬁt before tax was £76.3m, an increase of
33.8% on the year to March 2003. Earnings per share on
the same basis grew by 29.7% to 6.81p. Statutory proﬁt
before tax increased by 29.0% from £34.5m to £44.5m,
while statutory earnings per share increased by 21.9% 
from 2.60p to 3.17p.
Free cash ﬂow, before acquisitions, dividend payments, 
the purchase of the Acton Support Centre and Birchwood
freeholds and investment in new stores, was £57.0m 
(2003: £50.8m).
There were two exceptional items during the year. The
restructuring in Germany resulted in a charge of £4.7m
relating to the closure of our Munich head ofﬁce and 15
stores. In addition we incurred a non-cash charge of £1.7m
in respect of a loss on the partial disposal of our wireless
investment portfolio.
Operating and Financial Review
763 810 1,035 1,671
03 04 02 01
Revenue (ex Wholesale) (£m)
38.5 46.5 58.0 81.1
03 04 02 01
Headline operating profit (£m)
Distribution Division
“Growing our physical presence remains 
a central element of our Group strategy
and we expect to accelerate our store
opening programme in the coming year.”
Geoffroy Roux de Bezieux, Chief Operating Officer, Distribution
Retail 
1,21
4
stores across 
10 countries, selling
mobile phones,
accessories, insurance,
and fixed line services.
Major physical
expansion in 200
4
/
5
.
Online 
All direct operations,
including inbound 
call centres, web, and
‘off the page’ activities.
Looking to expand 
from the UK into 
other markets.
Insurance 
The provision of
insurance services
protecting against 
loss, theft, damage 
and illegal usage. 
Over 1. 3 m customers
across Europe.
Ongoing 
Customer airtime
revenue sharing
agreements in place
with over 7 0% of all
network partners. 
Overview
Distribution
2004 2003
£m £m
Turnover 1,128.9 876.1
Retail 946.4 738.3
Online 64.5 41.9
Insurance 78.6 66.8
Ongoing 39.4 29.1
Contribution 154.9 121.7
Retail 83.0 67.2
Online 4.5 3.4
Insurance 28.0 22.0
Ongoing 39.4 29.1
Support costs (57.4) (52.4)
EBITDA 97.5 69.3
Depreciation (30.6) (25.3)
EBIT 66.9 44.0
EBIT % 5.9% 5.0%
Before exceptional items and amortisation of goodwill. The Carphone Warehouse Group PLC Annual Report 2004
7
Growing our store portfolio remains a central element 
of our Group strategy and we expect to accelerate our
store opening programme in the coming year, with 200 
new stores planned. This will enable us to grow market
share and to continue to improve our competitive position
in all of our markets. With the sale of the Czech business 
to management shortly before the year end, we are now
focused on ten markets, which will form the platform 
for future growth in Retail and other business streams.
Total Retail revenues grew by 28.2% and gross proﬁt by
20.4%. Like-for-like, after stripping out the impact of new
store openings, revenues grew by 21.0% and gross proﬁt
by 14.2%. The increase in revenues was for the most part
driven through the strong connections growth through the
year, but average revenues per connection also grew by
4.3% as customers tended to trade up to higher value
handsets as network subsidies made them more affordable.
As expected, average cash gross proﬁt per connection 
fell by 2.0% from £57.1 to £56.0. Although we beneﬁted 
in part from an improvement in the business mix, average
gross proﬁt on subscription connections fell by 3.3%, as
anticipated, as a greater proportion of customers sought 
to upgrade on their existing network rather than switch
network. We make a lower gross proﬁt on upgrades than 
on new subscriptions. 
The Retail business remains focused on generating a target
cash gross proﬁt on subscription and pre-pay connections
rather than on a target gross margin. In this way we believe
we will maximise growth in proﬁts from our Retail business
by achieving the right balance between volume and value.
Hence, when revenues per connection rise, the deterioration
in our gross margin is exaggerated, but the converse will be
true in an environment of falling revenues per connection.
Contribution (see note 10 to the ﬁnancial statements) from
Retail grew by 23.5% to £83.0m. The contribution margin
fell from 9.1% to 8.8%. However, the ratio between
contribution and gross proﬁt, which gives a more
meaningful indication of cost efﬁciency given the variability
of revenues per connection, improved from 28.7% to
29.4%. Overall Retail direct costs grew by 19.2%, driven by
the greater store base, a signiﬁcant number of rent reviews,
and higher levels of commission payments to our sales
consultants in the strong market environment.
The Distribution division comprises our Retail operations
and all directly-related business streams.
Divisional performance
Distribution revenues grew by 28.9% in the year to
£1,128.9m, and the division generated EBIT of £66.9m, 
a rise of 52.0% on the prior year. Growth was consistently
strong across all business units within Distribution.
Retail and Online
The Group achieved 5.35m connections during the year,
representing year-on-year growth of 22.6%. Within these
ﬁgures, 0.31m connections were made through our Online
channels (inbound call centre, interactive TV and website).
We estimate that the Western European handset market
grew by 18% in the year to March 2004, so once again the
Group achieved meaningful market share gains during the
period, particularly in the high value subscription market.
Connections (000s)
2004 2003
Subscription 2,413 1,909
Pre-pay 2,520 1,972
SIM-free 417 483
Total 5,350 4,364
Of which Online 307 261
In the key metric of subscription connections, we achieved
growth of 26.4% to 2.41m, with the rate of growth
accelerating throughout the year. In the fourth quarter,
subscription growth was 32.4%. Our subscription mix
improved by 1.4 percentage points to 45.1%. This strong
performance was driven by increasing network competition
for high value customers, an exciting range of new handsets
from manufacturers, and our own reputation for providing
the widest choice and impartial advice to customers.
Growth in pre-pay connections was also robust, particularly
over the Christmas period and into the fourth quarter of 
our ﬁnancial year. Retail prices came down to levels not
seen for three or four years because of the wide availability
of cheap entry-level handsets from manufacturers and 
a renewed focus from network operators. As a result 
we witnessed high levels of replacement in the market.
As a direct consequence of these lower pre-pay prices, 
our SIM-free handset sales fell during the year. From a
ﬁnancial perspective there is no material difference to the
Group between a pre-pay connection and a SIM-free sale.
We opened 158 new stores during the year and closed 
or sold 84. The total number of stores increased from 
1,140 at March 2003 to 1,214 by March 2004. The total
includes 26 franchise stores (March 2003: 11 franchises).
Total average selling space increased by 4.6% to 66,170
sqm (2003: 63,233 sqm) and sales per square metre
increased by 22.5% to £14,303 (2003: £11,676).
In the key metric of subscription
connections, we achieved growth 
of 26.
4
% to 2.
4
1m, with the rate 
of growth accelerating throughout the
year. In the fourth quarter, subscription
growth was 
3
2.
4
%.
22.9 32.2 48.0 76.8
03 04 02 01
Contribution from 
non-UK operations (£m)
795 939 1,060
03 02 01
1,324
04
Insurance base (000s) 8
www.cpwplc.com
Operating and Financial Review continued
In the UK, our store portfolio increased from 475 stores to
509 stores. Many of these new stores are on arterial routes
or out-of-town retail parks, where we are able to generate
an attractive return on investment without cannibalising
existing store performance. We are the dominant independent
mobile phone retailer in the UK market but we believe there
is signiﬁcant scope for further store openings and market
share gains. Approximately half of the new stores planned
for the Group this year will be in the UK.
Outside the UK we have witnessed a number of outstanding
performances. Aided by strong demand for new handsets,
many of our overseas operations are now becoming
substantial businesses in their own right. The management
time and effort invested in improving retail and operational
processes across Europe is beginning to pay dividends and
we are very excited about the long-term growth prospects
that many of these markets now offer the Group. The
recent move to combine overall responsibility for UK and
non-UK Distribution is already creating efﬁciencies and
highlighting growth opportunities.
Our French and Spanish businesses both had very good
years and represent the most signiﬁcant opportunities 
for retail expansion outside the UK. In France we opened 
7 net new stores in the period, taking the total to 176, and
connections grew by 19.9% year-on-year. In Spain we
opened 34 stores, taking us to a total of 164 stores, with
connections growing by 65.9% over the year. Taken together,
these two markets represented 23.3% of all Group connections
during the year, up from 20.3% in the prior period.
In Sweden and The Netherlands we continued to make
good progress, supported by ongoing competition between
network operators. Both countries experienced a very
aggressive pre-pay market during the year, especially 
at the low end, but we continued to grow subscriptions
strongly and strengthened our overall market position.
In Germany our prospects have been signiﬁcantly improved
by the acquisition of Hutchison Telecommunications, which
we announced in June 2003. Hutchison is a mobile service
provider operating in a regulated market that requires
incumbent mobile operators to offer its tariffs at wholesale
rates for resale. Hutchison has a base of 0.69m customers
of which 0.54m are on contracts of up to two years. 
The two businesses are now fully integrated and managed
out of a single head ofﬁce in Munster. The Phone House
stores are recruiting customers onto the Hutchison service
provision base to complement Hutchison’s other customer
acquisition channels. In return, the retail chain beneﬁts from
a share in the call revenue of each customer. Overall our
German operations made an operating proﬁt of £5.2m
during the year (2003: loss of £7.4m) and we have built a
platform for a sustainable business in that important market.
Our Online channel achieved another year of impressive
growth, with connections increasing by 17.9% year-on-year
to 0.31m. Revenues were £64.5m (2003: £41.9m) and
contribution was £4.5m (2003: £3.4m). Now that our retail
operations are performing consistently well and The Phone
House brand outside the UK is becoming more widely
recognised, we plan to launch direct and internet sales
businesses in a number of other countries in the current
ﬁnancial year. These have proved to be successful channels
for our UK business and we are conﬁdent that we can
repeat this success elsewhere. Meanwhile we made a
signiﬁcant addition to our UK Online operations with the
acquisition of E2Save, an ‘off-the-page’ retailer generating
connections predominantly via newspaper advertising with
supporting call centres and a website.
Insurance
The Group offers a range of insurance products to its retail
customers, providing protection against the replacement
cost of a lost, stolen or broken handset, as well as cover for
any outstanding contractual liability and the cost of any calls
made if a mobile phone falls into the wrong hands. Insurance
is a core element of the Group’s customer proposition and
a substantial contributor to Group proﬁtability.
Our Insurance customer base continued to grow strongly
during the year. Overall we added 0.26m new customers,
taking the total to 1.32m. The UK base grew by 19.0% 
to 0.83m and the non-UK base grew by 36.2% to 0.49m.
The non-UK base now represents 37.4% of the total.
Insurance revenues grew 17.7% to £78.6m (2003: £66.8m)
and contribution increased by 27.4% to £28.0m (2003:
£22.0m). The improvement in margins was attributable 
to a reduction in the number of claims per policyholder
following an industry-wide campaign against mobile phone
crime in the UK. During the year the business underwent
signiﬁcant change as it relocated from the Isle of Man to
Dublin. We now underwrite substantially all of our own
business directly through our New Technology Insurance
subsidiary, whereas previously all of our business was by
way of reinsurance.
Looking forward, we will continue to work hard on retaining
insurance customers as well as attracting new ones. 
As previously indicated, we see additional opportunities
arising in the provision of underwriting and administration
services to third parties who wish to offer insurance to 
their customers but do not have the necessary expertise.
54,200 60,800 63,233 66,170
03 02 01 04
Average selling space (sqm)
11,350 10,200 11,676
03 02 01
14,303
04
Sales per square metre (£) The Carphone Warehouse Group PLC Annual Report 2004
9
Ongoing
Ongoing represents the share in customer call spend 
(or ARPU) we receive as a result of connecting subscription
customers to certain networks. We are typically contractually
entitled to our share of revenue for as long as a customer 
is active on the number and network that we connected
him or her to, so this income stream represents an
important element of our overall commercial agreement 
with many networks.
Ongoing revenues grew by 35.3% to £39.4m during the
year (2003: £29.1m), on top of a 32.1% growth rate in 
the previous year. This performance reﬂects the strong
subscription connections growth over the last twelve
months, as well as the continued effect of our change 
in terms of trade with certain networks two years ago.
Under these changed agreements we exchanged an
element of upfront commission for a greater ARPU share
over the customer lifetime, thus improving the quality of 
our earnings and aligning our interests more closely with
those of the network operators.
Telecoms Services
“The opportunities for growth in all aspects
of our Telecoms Services operations are
very exciting.”
David Goldie, Chief Operating Officer, Telecoms
Fixed: Opal
Providing voice
telecoms and value-
added services to 
SMEs in the UK, 
and providing the
network infrastructure
for TalkTalk.
Mobile: Facilities
Management
Managing customer
relationships for 
over 1.1m customers 
in the UK and France 
on behalf of network
operators.
Fixed: TalkTalk 
Residential fixed line
services for 0.
4
m
customers in the UK.
New services launching
in Spain, France and
Switzerland.
Mobile: Own Customers
Recruiting and
servicing over 0.8m
customers through our
newly acquired service
provision business in
Germany and our
MVNO in the UK. 
Overview
Telecoms Services
2004 2003
£m £m
Turnover 554.5 158.8
Mobile 305.9 82.7
Fixed 248.6 76.1
Contribution 43.2 26.0
Mobile 23.5 18.0
Fixed 19.7 8.0
Support costs (18.1) (10.4)
EBITDA 25.1 15.6
Depreciation (10.1) (5.7)
EBIT 15.0 9.9
EBIT % 2.7% 6.2%
Before exceptional items and amortisation of goodwill.
The Group’s Telecoms Services operations are split into 
two businesses, Mobile and Fixed. The Mobile business
encompasses our facilities management (‘FM’) operations,
managing customers on behalf of networks, and our own 10
www.cpwplc.com
Operating and Financial Review continued
revenues of £211.1m and an operating proﬁt of £9.1m in its
ﬁrst ten months within the Group. In the current year we
intend to invest in growing the current base of 0.69m
customers more aggressively.
Our other own customer operations, predominantly Fresh,
our UK virtual network, suffered during the year as the
incumbent networks continued to make aggressive offers 
in the pre-pay market. Total customer numbers were ﬂat 
on the year at 0.12m. 
Fixed
Our ﬁxed line operations have had a very successful year.
Opal, our business-to-business network provider which
underpins all of our ﬁxed line activity in the UK, generated
revenues of £218.4m and contribution of £30.6m in its ﬁrst
full year within the Group. Opal continued to win new clients
through a combination of bespoke value-added services
and its ability to offer very competitive voice tariffs to the
SME market. 
Total business trafﬁc over the network increased by 64.3%
on a pro forma basis to 4.51bn minutes. The difference
between revenue growth and trafﬁc growth in Opal arose
from a change in business mix during the year, with high
per-minute revenue, low margin premium rate business
representing a lower proportion of trafﬁc than in the previous
year. Including TalkTalk activity, total trafﬁc increased by
100.5% to 5.52bn minutes. 
Opal has a clearly focused engineering strategy that 
directs investment towards those elements of the network
that create cost efﬁciency and allow us to add value to
customers. During the year it provisioned two switches,
taking the total to six, with plans for a further four in the
coming year. Investment in switches not only allows Opal 
to manage the rapid rise in call trafﬁc but also to build its
own software layer into the network through which it
provides a number of services to corporate customers,
particularly in the areas of call recording, call queuing
services and database management.
The other main area of investment for Opal is in the
development of a deeper level of interconnect into the BT
exchange infrastructure, since the extent to which the Opal
network is connected into the BT network has a signiﬁcant
impact on the price we pay BT for carrying calls. A call that
is originated onto the Opal network at the local exchange
level is 27% cheaper than a call originating at the regional
exchange level. By March 2004 we had aimed to originate
30% of trafﬁc at the local exchange layer but actually hit
60%, creating signiﬁcant additional network efﬁciency. 
We are targeting a ﬁgure of 75% for the coming year.
The ﬁnal element of network infrastructure – the ﬁbre
backbone connecting our switches – is leased from 
a number of operators. There continues to be signiﬁcant
excess ﬁbre capacity in the UK market and the cost 
214 1,019 1,115 1,973
03 04 02   01
Mobile managed base (000s)
1.2 1.6 2.3
H1 04 H2 03 H1 03
3.2
H2 04 
Opal switched minutes (bn)
customers, including our virtual network, Fresh, and our
German service provision business, Hutchison (now renamed
The Phone House Telecom). The Fixed business comprises
Opal, our business-to-business network, and TalkTalk, our
residential service, both in the UK. Going forward as we
build up our non-UK ﬁxed line operations, these will be 
split between business and residential as appropriate.
Telecoms Services revenues grew by 249.3% year-on-year
to £554.5m (2003: £158.8m), boosted by the full year
impact of acquiring Opal and the acquisition of Hutchison 
in June 2003. EBIT increased by 51.9% to £15.0m (2003:
£9.9m). The EBIT margin declined from 6.2% to 2.7%
as a result of the lower margin Phone House Telecom
revenues, and the start-up losses in TalkTalk of £11.0m.
Mobile
We work increasingly closely with network operators 
to attract and retain high quality customers, and to
generate more value from our customers beyond the point
of sale. Overall we achieved revenue growth of 270.0% 
to £305.9m (2003: £82.7m), with contribution up 30.8% 
to £23.5m (2003: £18.0m). Stripping out the effect of the
Hutchison acquisition, revenues grew by 14.6% to £94.8m
and contribution fell by 28.9% to £12.8m. Overall
proﬁtability for this business was negatively affected year-
on-year by the transfer of a service provision base back 
to SFR in France just before the previous year end.
We achieved good organic growth in our UK FM business
with customers managed on behalf of O2 and Vodafone
growing by 42.5% to 0.56m (2003: 0.39m). This was
boosted in part by an agreement with Sainsbury’s, the
supermarket chain, to provide mobile services to its
customers in association with O2. We continue to manage
0.6m customers in France on behalf of Orange and SFR. 
The key drivers of our FM businesses are the number of
customers under management, the customer ARPU, and
the efﬁciency with which we manage our call centres and
bad debt. During the year we opened a second UK contact
centre in Birchwood to address the additional volumes 
of FM and TalkTalk customers under management.
Within our operations managing our own customers, the
major highlight of the year was the acquisition of Hutchison
in Germany. This now represents by far the most signiﬁcant
element of our own customer operations, and recorded The Carphone Warehouse Group PLC Annual Report 2004
11
to us of leasing the bandwidth we require is a very small
proportion of our overall network cost.
The outlook for Opal continues to be promising. We are
building up our sales resource to drive further organic
growth and investing further in building network capacity.
We plan to resize the network to carry 2 billion minutes 
per month to meet future demand while retaining capex
near the levels of the last 12 months. This will allow us 
to continue to grow the business and offer competitive
tariffs through increased network efﬁciency.
Our residential ﬁxed line service, TalkTalk, which was launched
in February 2003, made excellent progress during the year. 
By March 2004 we had attracted 385,000 customers to 
our service. In its ﬁrst full year, TalkTalk generated revenue 
of £30.2m and incurred a loss of £11.0m after marketing
and customer recruitment costs of £20.3m. As the base
continues to grow, the proﬁtability of existing customers 
will comfortably offset the cost of recruiting new customers
and we are conﬁdent that TalkTalk will become a major
contributor to overall Group earnings in the years ahead.
We identiﬁed a signiﬁcant opportunity in the residential 
ﬁxed line market arising from a major change in regulation 
in 2002. The introduction of automated Carrier Pre-Select
(‘CPS’) made it much easier for new entrants to switch
customers from BT, with no requirement to change
telephone numbers, dial preﬁxes or install dialler boxes. 
The acquisition of Opal in November 2002 allowed us to
enter this market supported by a highly efﬁcient network,
meaning that we can offer very competitive tariffs while 
still achieving attractive margins. The cost of customer
recruitment is a key consideration for alternative providers,
and the combination of our trusted telecoms brand with 
our physical presence of over 500 stores across the UK
gives us a signiﬁcant advantage in this respect. 
Approximately 150,000-200,000 customers are switching
from BT to CPS providers each month at present, and by
the year end TalkTalk was capturing over 30% of this
market on a monthly basis. On 1 April 2004 we launched 
a major new proposition offering free calls between TalkTalk
customers regardless of time of day or duration. We believe
this enhancement to the service will accelerate the growth
of our customer base and help to establish TalkTalk as the
number one alternative to BT in the residential market. 
In addition, we anticipate that further regulatory changes 
in the next twelve months will enable us to offer our
customers line rental and broadband services.
The early success of TalkTalk has prompted us to consider
the development of ﬁxed line operations outside the UK.
Although different geographical markets are at varying stages
of deregulation, our strengthening brand and increasing
physical presence give us two material advantages in the
creation of proﬁtable ﬁxed line businesses.
To this end, we made two acquisitions close to the year
end. In Spain we acquired Xtra Telecom, an alternative
telecoms carrier with national coverage in Spain. It has
three switches and low cost, leased infrastructure with 
a high level of interconnect into the Telefonica network. It is
currently carrying approximately 45 million minutes of trafﬁc
per month for business and wholesale customers and the
international pre-pay market. The existing Xtra sales team
will continue to pursue new business in the SME market
and will beneﬁt in the medium term from the expertise and
product portfolio of Opal. In addition, The Phone House will
be launching a residential ﬁxed line service in Spain using
the Xtra network in September 2004.
In Switzerland we acquired N Tel, a switchless reseller with
a base of 44,000 customers of whom approximately 90%
were residential. N Tel is achieving good organic growth in
its own right and will continue to be run as a stand-alone
business, but we intend to enhance its long-term potential
by developing tariffs to be distributed through our Phone
House stores. We also intend to use N Tel as the platform
for organic growth into other markets, including Germany. 
In addition to these two acquisitions, we have also
negotiated network terms in France to develop our own
reseller business, which was launched in May 2004. We
expect our non-UK residential operations to break even 
in the year to March 2005.
Wholesale
2004 2003
£m £m
Turnover 178.1 806.6
Contribution 1.8 7.5
Support costs (1.7) (2.4)
EBITDA 0.1 5.1
Depreciation (0.9) (1.0)
EBIT (0.8) 4.1
EBIT % (0.5%) 0.5%
Wholesale operations in the year predominantly comprised
our pre-pay voucher distribution business and the wholesale
shipment of trade-in handsets. The substantial majority of
the prior year’s turnover related to mobile phone wholesale
trading activities. In view of the continued uncertainty
regarding the actual implementation of joint and several
Opal has a clearly focused engineering
strategy that directs investment towards
those elements of the network that create
cost efficiency and allow us to add value 
to customers.  12
www.cpwplc.com
Operating and Financial Review continued
liability by HM Customs & Excise in relation to mobile 
phone wholesale trading, we have not undertaken any
wholesaling of mobile phones since April 2003 and do 
not foresee entering the market again in the coming year.
We understand that HM Customs & Excise continue to
investigate the recovery of VAT in the industry. Having
undertaken a detailed internal investigation and taken
advice, we continue to believe that we have no ﬁnancial
exposure to this issue within the ﬁnancial statements.
Exceptional items
There were two exceptional items during the year,
representing a total charge of £6.4m.
We incurred an exceptional charge of £4.7m in our German
business in the ﬁrst half of the year, relating to the planned
closure of 15 stores, the integration of the head ofﬁce
operations of The Phone House Germany and Hutchison,
the closure of the existing German head ofﬁce in Munich,
and associated ﬁxed asset write-offs.
In the second half of the year we recognised a non-cash
charge of £1.7m on the disposal of part of our interest 
in our wireless internet portfolio. The carrying value of this
fund on the balance sheet is now £5.4m.
Eliminations
Included within Retail revenue is £12.5m of commissions
from the Group’s German service provision business for
customers connected onto our own base. Retail revenue 
is reported gross to avoid distortion of performance.
Interest and tax
Net interest of £4.9m was payable during the year,
compared to a charge of £1.0m in the prior year. This
movement reﬂects the impact of the acquisitions made 
over the last eighteen months and increased capital
expenditure, as well as the purchase of the freeholds on 
our London ofﬁces and the Birchwood call centre site.
The effective tax rate before amortisation and exceptionals
was 22%, as in the prior year. The tax rate continued to
beneﬁt from the utilisation of tax losses incurred in earlier
years, and the effect of proﬁt within low tax rate jurisdictions.
Goodwill amortisation
Goodwill of £64.4m arose during the period, relating to the
acquisitions made. The total goodwill amortisation charge
for the year was £25.4m (2003: £20.6m).
Earnings per share (EPS)
Headline EPS was 6.81p (2003: 5.25p). Statutory EPS was
3.17p (2003: 2.60p).
Cash flow and dividend
At 27 March 2004, the Group had net debt of £40.6m
(2003: net funds of £29.1m). During the year the Group
generated cash ﬂow from operations of £102.7m (2003:
£77.7m), and total free cash ﬂow before acquisitions, new
stores, dividend payments and the purchase of the London
and Birchwood freeholds of £57.0m (2003: £50.8m).
Cash generation is a prime objective of the Group and 
we expect to continue to generate signiﬁcant levels of free
cash ﬂow in the future, allowing us to reinvest in the growth
of the business and pursue a progressive dividend policy.
We are proposing a ﬁnal dividend of 0.9p per share, taking
the total dividend for the ﬁnancial year to 1.3p and
representing growth of 30.0% over last year’s maiden 
1.0p distribution, reﬂecting underlying EPS growth.
Net (debt) funds 
2004 2003
£m £m
Operating cash ﬂow 102.7 77.7
Tax and interest (7.2) (1.5)
Capex (ex new stores and freeholds) (38.5) (25.4)
Free cash ﬂow 57.0 50.8
New store capex (13.7) (10.9)
Freehold (acquisitions) disposals (47.3) 31.5
Acquisitions and investments (59.3) (62.1)
Dividends (12.2) –
Net cash (outﬂow) inﬂow (75.5) 9.3
Opening net funds* 29.1 34.6
Shares and foreign exchange 5.8 (14.8)
Closing net (debt) funds* (40.6) 29.1
* including short-term investments.
Balance sheet
Acquisitions and capital investment during the period are
reﬂected in an increase in ﬁxed assets from £511.7m to
£604.7m year-on-year. Debtors and short-term creditors also
increased substantially from March 2003 to March 2004,
reﬂecting acquisitions during the period, together with growth
in turnover ex Wholesale of 61.5%. The increase in long-term
creditors from £49.4m to £117.7m year-on-year principally
reﬂects the introduction of the term loan noted below.
Financing and treasury
The Group’s operations are ﬁnanced by committed bank
facilities, retained proﬁts and equity. During the period, the Group
agreed a £120m term loan facility, which amortises between
January 2005 and July 2008. The Group was in compliance
with the covenant conditions of the existing £180m revolving
credit facility and the new facility throughout the period. The Carphone Warehouse Group PLC Annual Report 2004
13
Net borrowings peaked during the year at £166m mainly 
as a result of acquisitions and high working capital levels
during the peak Christmas trading period. The Group seeks
to maintain comfortable headroom on committed facilities 
at all times and all future contractual commitments can be
covered by the existing facilities. 
The Group also has a number of uncommitted loan
facilities, overdrafts and guarantee lines, all technically
repayable on demand, which enable it to optimise cash
management efﬁciency particularly at times of peak 
working capital requirements. Surplus cash that cannot 
be utilised to offset other Group debt, or which is ring-
fenced for insurance purposes, of £42.6m at the period 
end (2003: £34.2m), is invested to maximise returns whilst
ensuring at all times that such investments are within
acceptable risk parameters.
Funding of our subsidiaries is arranged and monitored
centrally. All cross-border funding is provided on an 
arm’s length basis and currency risk is hedged using 
foreign exchange swaps or currency borrowings, as
appropriate, at all times. Balance sheet translational risk 
is not speciﬁcally hedged against adverse movements 
in exchange rates and the results of any such movements
are taken to reserves. The Group is exposed to limited
cross-border transactional commitments and, where
signiﬁcant, these are hedged at inception using forward
currency contracts. 
Treasury policy permits the use of long-term derivative treasury
products for the management of currency and interest rate
risk; however, with the current low levels of Group debt,
almost all debt is liable to ﬂoating rate interest. The interest
cover covenant was comfortably exceeded at the period end
and, whilst low levels of debt persist, movements in interest
rates will have a limited impact on Group proﬁts. The Group
does not trade or speculate in any ﬁnancial instruments. 
Accounting policies
The accounting policies adopted during the period are set
out on page 30 and are consistent with those applied in the
prior period with the exception of UITF 38 which was
applied in this period and gave rise to a prior period
adjustment as detailed in note 12 to the ﬁnancial statements.
International Financial Reporting Standards
The Group will be required, subject to enabling UK legislation,
to adopt International Financial Reporting Standards (IFRS)
for the year ending 1 April 2006. The Group will continue to
assess the impact of adopting IFRS on an ongoing 
basis given that both UK and International Standards are
undergoing a period of rapid change to assist harmonisation.
Return of capital employed
Total shareholders’ funds at 27 March 2004 were £471.8m,
compared to £455.6m at March 2003. After taking into
account average net debt, and adjusting for goodwill
amortisation on acquistions and minorities, the Group
generated a return on capital employed of 17.6% 
(2003: 17.2%).
Assuming a weighted average cost of capital for the period
ended 27 March 2004 of 7.1% (2003: 7.0%), this
represents an increase in economic value added from
£26.8m to £37.8m, being 10.2% and 10.5% respectively.
Roger Taylor, Chief Financial Ofﬁcer
Cash generation is a prime objective 
of the Group and we expect to generate
significant levels of free cash flow in 
the future, allowing us to reinvest 
in the growth of the business and pursue 
a progressive dividend policy.  14
www.cpwplc.com
The Group takes its corporate responsibility seriously. During
the year, renewed focus was brought to these activities, 
with the establishment of two committees composed of
executives from across the Group. One committee oversees
all our charitable and community activities, while the other 
is dedicated to wider ethical and regulatory issues. We 
have appointed a Corporate and Social Responsibility
(‘CSR’) manager to coordinate strategy and actions across
both elements, and Martin Dawes has agreed to sponsor
our initiatives at Board level.
Charitable activities
We have continued our support of Macmillan Cancer Relief
and Get Connected over the last year as well as supporting
smaller charities and projects nominated by our employees.
In addition to corporate donations, funds have been raised
through sponsored employee activities, events and Give 
As You Earn.
Get Connected
Get Connected is a free helpline for young people. Trained
volunteer helpline workers provide emotional support whilst
informing callers of the options available. Callers can then
get a connection to over 13,000 local or national services
for free, or have information texted to their mobile phones.
The service is available daily throughout the UK and over
1,250 young people a month currently contact the helpline.
Anyone under 25 years old can contact Get Connected,
with 66% aged between 13 and 17 years old. Get
Connected helps young people with a range of serious
emotional issues, including relationships, abuse, sexuality
and mental health.
Since September 2001 The Carphone Warehouse has
supported Get Connected by providing ﬁnancial security, 
a fully equipped helpline facility and ofﬁce space, and
fundraising, marketing and service provision support. This
has enabled Get Connected to increase its user base by
30% since the relationship started and to increase the small
employee team by 75%. This unique relationship was
named Corporate Partnership of the Year at the UK Charity
Awards 2003, with the judges describing it as ‘a true
partnership in every sense.’
Our continued support of Get Connected also includes
employee fundraising activities and volunteering. This has
enabled Get Connected to continue to develop and expand
the range of services it provides, including the successful
launch of an e-mail service. 
Employee volunteering
There is a strong culture of volunteering amongst
employees, encouraged by incentives that grant 
employees additional holiday entitlements in return 
for voluntary work for Get Connected.
The Carphone Warehouse actively promotes the School
Governors One Stop Shop, encouraging and facilitating
employees to become volunteer governors. School
governors have a vital role to play in helping to improve
educational standards and as schools become more
autonomous, governors with business skills can add 
real value to a governing body. This year the number 
of volunteers exceeded 100, making us the fourth largest
provider of school governors in the UK. This was
recognised by David Milliband, the Schools Minister, 
at a reception at the House of Commons.
We plan to expand our volunteering programme 
by identifying and promoting opportunities to reﬂect 
the abilities and interests of all our employees and 
offering them an opportunity for vocational and 
personal development.
Mobile Cup
In 2003 the Mobile Cup was staged for the second time
and the industry golf tournament continues to prosper 
and grow. The featured charity was the Make-a-Wish
Foundation, for which over £30,000 was raised,
representing the proceeds of various fundraising activities
taking place during the tournament. In 2004 the charity
selected to beneﬁt from the event is Get Connected.
Community projects
We have been particularly keen to respond to activities
where mobile technology can be used to assist marginalised
people. We have recently supplied handsets to refugee
camps in Northern Uganda to enable communication
between camp leaders and UN bodies who provide
essential nutritional and medical support to those in 
the camps who have been forced to evacuate their 
homes because of the conﬂict in the north of their 
country. Closer to home we supplied handsets to Crisis
Open Christmas to enable better coordination of activities
between Crisis employees and volunteers working in 
the shelters. 
Corporate Responsibility
We are particularly proud of our track
record in charitable activities, which benefit
from a high level of employee involvement. The Carphone Warehouse Group PLC Annual Report 2004
15
Social responsibility and regulatory activities
Martin Dawes represents the Group on social, environmental
and ethical (‘SEE’) matters at Board level. The committee
referred to above is responsible for identifying and assessing
SEE matters, and working with the appropriate business
units to manage any issues arising. 
This committee is composed of individuals from a variety 
of roles within the business, including operations, human
resources, legal and investor relations. The objective for
2004/05 is to meet formally every three months, and to
submit a written report to the Board at the same intervals,
highlighting and seeking guidance on key issues. In this
respect the committee will work closely, where necessary,
with the Group Risk team that also reports regularly to the
Board on a wide variety of business risk issues, to put in
place effective systems and controls for managing SEE-
related risks.
Below we have identiﬁed the key SEE-related risks currently
affecting the Group. The list is not intended to be exhaustive
but to address those that are most material to the business. 
Environment
We are fully committed to assessing, monitoring and
minimising the impact of our activities upon the environment.
During 2004 we are launching a major handset-recycling
scheme in an effort to prevent the estimated 2.8 million
redundant handsets in the UK going to landﬁll. In addition to
reducing environmental impact we hope to raise substantial
funds for a new partner charity as well as providing ﬁnance
for smaller charities and projects that directly affect the lives
of our employees or the communities where we have a
presence. We are currently consulting with all employees 
to involve them in the selection of our new partner charity.
As well as handset reuse and recycling, we are now
focusing on how we manage other waste created in 
our ofﬁces and stores. We continue to manufacture our
carrier bags from low-density recyclable polythene and 
the monthly buyers’ guide is printed on chlorine-free paper
made from wood from sustainable forests. 
Waste Electrical and Electronic Equipment Directive 
(‘WEEE Directive’)
The WEEE Directive comes into force on 13 August 2004
and we will be required to comply with the obligations
imposed on us by the Directive with effect from 13 August
2005. We are currently awaiting a ﬁnal draft of the
legislation in the UK and the other markets in which we
operate and are liaising with networks and suppliers to
ensure that we are able to comply by the deadline.
Mobile phone crime
The Carphone Warehouse has continued its commitment 
to working with industry, police and government to combat
mobile phone crime. The Group raised campaign funds 
of £1.5 million and from March 2003 to January 2004
spearheaded a publicity campaign across the UK that
aimed to reduce mobile phone crime. 
The campaign, called “Immobilise”, was launched by the
Home Secretary and highlighted the message that Stolen
Phones Don’t Work Any More, with the networks now
blacklisting mobile phone identity numbers, known as IMEIs,
across all networks, rendering stolen handsets useless. 
In addition to spearheading the campaign, The Carphone
Warehouse set up a central customer information line,
providing details of how to report stolen handsets. In April
2004, we set up a joint industry, police and government
Immobilise Marketing Forum. The Forum meets every
month with the aim of ensuring that the Immobilise
message continues to be spread across all possible
marketing channels.
Mobile phones and health
The Carphone Warehouse recognises that there is customer
confusion surrounding health and mobile phones. In 1998
the Group launched an independent service regarding the
issue, including regularly updated fact sheets. Currently on
its tenth issue, the leaﬂet sets out all the facts relating to
health and mobile phones, including new medical research,
government announcements and industry comments. This
allows customers to make their own choices in relation to
health and mobile phones. In addition, we list the Speciﬁc
Absorption Rate (a measure of radio wave emissions) for
each handset in our UK monthly buyers’ guide.
In May 2000, The Carphone Warehouse was recognised 
by The Stewart Report, the UK government committee
appointed to address the issue. It stated:
“The Carphone Warehouse, an independent retailer, provided
an important example of good practice in the way it makes
its information readily available at mobile phone outlets.”
Following on from The Stewart Report’s call for additional
research, an independent research programme costing
£7.5 million has been commissioned, half of it funded jointly
by industry and government. The Carphone Warehouse has
made a considerable ﬁnancial contribution to this
programme and the ﬁrst stage results of this research 
are due out at the end of 2004.
Mobile phones and driving 
The increasing use of handheld mobile phones whilst
driving has become a major safety issue, with drivers
reportedly four times more likely to have an accident 
as a result of driving while using a mobile phone. 
In September 2003, The Carphone Warehouse launched
the biggest ever industry safe driving campaign called
“Hang Up or Go Hands Free”. The aim of the campaign,
which cost over £2 million, was to educate customers
about safe driving and to inform them about the new
legislation coming into effect from 1 December 2003, that
would make it illegal to hold a mobile phone whilst driving.  16
www.cpwplc.com
During the year, the UK business joined forces with the 
Capital Radio Group, promoting Hang Up or Go Hands Free
throughout the breakfast and drivetime shows, and handing
out free handsfree kits to the ﬁrst 100 listeners to get to 
a speciﬁed Carphone Warehouse store. We also joined 
up with The Sun newspaper offering all readers a free
handsfree pack, and promoted safe driving across the 
UK through our radio advertising.
Since the UK law changed in December 2003, the UK
business has run an ongoing PR campaign to encourage
safe driving and all UK stores now display safe driving
leaﬂets, informing customers of the risks and of the 
new legislation.
To encourage our own employees to drive safely the UK
business installs a free handsfree kit in every company car
and provides every employee with a free handsfree earpiece.
It is also an employee disciplinary offence to use a handheld
mobile phone while driving.
Mobile phones and adult content
With the advent of mass market availability of colour 
screen handsets, improving bandwidth and falling prices,
the development of content-based business models
focused on the distribution of pornography via mobile
phones is already accelerating. There is a clear risk that
adult content will become easily accessible by under-age
mobile phone users.
In the UK, network operators have collectively developed 
a code of practice for the self-regulation of new forms of
content on mobiles. As part of this, they will appoint an
independent classiﬁcation body to provide a framework 
for classifying commercial content that is unsuitable for
customers under the age of 18. Within the retail business
we have now adopted a policy of taking date of birth details
on all sales, including pre-pay, so that the network operators
will know if users are under 18 and will be able to ﬁlter
content accordingly. 
Ethical supplier policy
We have introduced an ethical purchasing policy for the
procurement of all goods and services to ensure that we
are operating to the highest standards both legally and
morally. The policy provides guidance on identiﬁed criteria
as well as requesting audits and activity reviews in order 
to demonstrate a supplier’s compliance.
Disability discrimination
We are constantly reviewing and improving our websites
and stores to provide greater accessibility for our disabled
customers. We have a special needs section on our
website providing clear impartial advice as well as offering 
a dedicated e-mail address enabling our special needs
champions to provide the best advice. A dedicated 
special needs phone number will go live in June 2004.
We keep up to date with advances in technology and
consult with appropriate charities to provide the best
possible advice on handsets and other accessories and
services. We also provide training for all retail employees 
on these matters and our obligations under the Disability
Discrimination Act. 
The majority of our stores offer disabled access and at 
the few that do not we publish information on the nearest
alternative store with disabled access while a solution is
sought in time for October 2004, when the act comes into
force. Induction loops and drop counters are now being
installed in new stores as standard and by October 2004
they will be available in all stores.
Employee policies
The Group recognises the importance of diversity and
inclusion and has systems in place to recruit employees 
of different genders, ages, disabilities and ethnic origins 
and recruits through ethnic and female targeted media as
well as advertising all roles internally to aid transparency. All
employees have the right to apply for a more ﬂexible pattern
of working in terms of hours, times or place of work.
2004 will see the ﬁfth year of Backchat, a comprehensive
survey of Carphone Warehouse employees across the
Group, soliciting their views on many issues, from work / life
balance to understanding Group aims. There was an
unprecedented 85% participation rate in the UK, with 81%
of employees stating that they are proud to work for The
Carphone Warehouse. This was reﬂected in our inclusion 
in the Sunday Times 100 Best Companies to Work For in
2003. The results of the survey are published and analysed
against external benchmarks by a committee representing
all areas of the business, and appropriate action is taken 
to address any areas of concern.
Corporate Responsibility continued The Carphone Warehouse Group PLC Annual Report 2004
17
EXECUTIVE DIRECTORS
Charles Dunstone
Chief Executive Officer
Age 39. Founder and Chief Executive Ofﬁcer of the Group since
1989. He is also responsible for new business development and
strategic initiatives. He is a Non-Executive Director of HBOS PLC
and The Daily Mail and General Trust PLC. He is also Chairman 
of The Prince’s Trust Trading Board and a member of its Council.
David Ross ACA
Deputy Chairman
Age 38. Deputy Chairman with responsibility for the strategic
development of the Group. Prior to this, he was Chief Operating
Ofﬁcer between 1990 and July 2003 and was responsible for 
the Group’s activities in mainland Europe. He is Non-Executive
Chairman of National Express Group PLC and a Non-Executive
Director of Trinity Mirror PLC and Big Yellow Group PLC. 
Geoffroy Roux de Bezieux ESSEC (MBA)
Chief Operating Officer, Distribution
Age 41. Joined the Group in 1996 and was appointed to the 
Board in June 2000. He is responsible for the Group’s Distribution
activities. Prior to joining the Group he was UK Marketing Director
for L’Oreal and Managing Director of L’Oreal’s Polish operations
between 1994 and 1996.
Roger Taylor ACA
Chief Financial Officer
Age 39. Chief Financial Ofﬁcer of the Group since January 2000.
Prior to joining he was a corporate ﬁnance partner at BDO Stoy
Hayward. He is responsible for controlling the Group’s ﬁnance
function and ﬁnancial reporting and procedures. He also manages
the Group’s corporate ﬁnance function and has a direct
involvement in strategic decisions and the appraisal process. 
Non-Executive Director of Berkeley Scott Group PLC. 
James Dale FCA
Executive Chairman of Carphone Warehouse Insurance
Age 64. Joined the Group in January 1997 and appointed to the
Board in March 2001. Executive Chairman of Carphone Warehouse
Insurance, and responsible for the management of the Group’s
insurance operations. 
COMPANY SECRETARY
TS Morris
BOARD COMMITTEES
Audit Committee: Remuneration Committee:
Adrian Martin (Chairman) John Gildersleeve (Chairman)
John Gildersleeve Sir Brian Pitman
Sir Brian Pitman Martin Dawes
Nomination Committee:
Sir Brian Pitman (Chairman)
John Gildersleeve
David Ross
NON-EXECUTIVE DIRECTORS
Hans Roger Snook
Chairman
Age 56. Joined the Board in May 2002 as Chairman. He was the
founding Chief Executive of Orange. Under his leadership Orange
launched in 1994 and by June 1996 became the youngest ever
company to enter the FTSE 100.
John Gildersleeve
Age 59. Joined the Board in June 2000. He was an Executive
Director of Tesco PLC until he retired in February 2004. He is Non-
Executive Chairman of Gallaher Group PLC and Deputy Chairman
of EMI Group PLC. Prior to this he was a Non-Executive Director 
of Lloyds TSB Bank PLC from 1994 to 1997 and Vodafone Group
PLC from 1998 to 2000. 
Adrian Martin 
Age 54. Joined the Board in November 2000. He is Chief Executive
of Reynolds Porter Chamberlain Solicitors and a Non-Executive
Director of one privately controlled company. He was appointed 
a Non-Executive Director of M & C Saatchi PLC in 2004. Previously
he was UK Managing Partner of BDO Stoy Hayward, where he 
was also Chairman of its International Policy Board.
Sir Brian Pitman
Age 72. Joined the Board in January 2001 and is the Senior
Independent Director. A senior adviser to Morgan Stanley, he 
is also Non-Executive Director of Tomkins PLC, ITV PLC and
Singapore Airlines Limited. He retired in 2001 from Lloyds TSB
Group PLC, where he was Chief Executive for 13 years and
Chairman for 4 years. He was also Chairman of NEXT PLC from
1998 to 2002
Martin Dawes
Age 60. Joined the Board in June 2003. He has been involved 
in the mobile telecommunications industry since 1985 when he
launched Martin Dawes Telecommunications, which was sold to BT
Cellnet in 1999. He was Non-Executive Deputy Chairman of Opal
Telecom PLC until its acquisition by the Group in November 2002.
ADVISORS
Bankers
HSBC Bank PLC
ING Bank NV – London Branch
Deutsche Bank AG – 
London Branch
Legal Advisors
Ashurst Morris Crisp
Clyde & Co
DLA
Osborne Clarke
Corporate Brokers
Credit Suisse First Boston
(Europe) Limited
1 Cabot Square 
London E14 4QJ
Deutsche Bank
1 Great Winchester Street
London EC2N 2DB
Registrars
Lloyds TSB Registrars
The Causeway
Worthing 
West Sussex BN99 6DA
Auditors
Deloitte & Touche LLP
London 
Registered Office
1 Portal Way 
London W3 6RS
Registered number: 3253714
Board of Directors and Group Advisors Corporate Governance
Introduction
The Board of Directors recognises the importance of high standards 
of corporate governance. This Report and the Remuneration Report 
set out on pages 20 to 23 explain how the Company complies with 
the key corporate guidance set out in the Combined Code appended 
to the Listing Rules.
Compliance with the Combined Code
During the period the Financial Reporting Council issued a new
Combined Code, which comes into effect for reporting years beginning
on or after 1 November 2003. Whilst the Board has considered the
principles and provisions of the new Combined Code, and will report 
on compliance with it in next year’s Annual Report, the information 
in this Report is given in relation to the version of the Combined Code
applicable for the period ended 27 March 2004.
Board
The Company has a well-balanced Board. There are ﬁve Executive
Directors and ﬁve Non-Executive Directors. Directors’ names and brief
biographies are set out on page 17. During the period, the appointment
of Martin Dawes as a Non-Executive Director became effective on 
2 June 2003 and Des Wilson resigned as a Non-Executive Director 
on 31 July 2003.
Hans Roger Snook is the Chairman, Charles Dunstone is Chief Executive
Ofﬁcer and Sir Brian Pitman is the Senior Independent Director.
The Board considers that, other than Hans Roger Snook, each of 
the Non-Executive Directors is independent of management and free
from any business or other relationship which could materially interfere
with the exercise of their independent judgement. The majority of 
Non-Executive Directors are therefore independent.
Hans Roger Snook is not considered independent due to the fact that 
he holds 1 million share options in the Company. Martin Dawes was 
not considered independent during the period because as a previous
shareholder of Opal Telecom plc, which was acquired by the Group 
in November 2002, he was entitled to receive part of any additional
consideration payable in respect of Opal’s performance in the two 
ﬁnancial periods ended 27 March 2004. The amount of such additional
consideration has now been calculated and as such the Board believes
that Martin Dawes is now independent in character and is free from any
relationship with the Company that could materially interfere with his
independent judgement. 
The Board meets at least ten times a year, receiving key brieﬁng 
papers before each meeting. The Board is responsible to the
shareholders for the proper management of the Company and its
subsidiaries. It sets out and monitors the Group’s strategy, reviews its
trading performance, examines major capital expenditure, formulates
policy on key issues, ensures adequate funding and reports to
shareholders where appropriate.
The Board has underlined its commitment to internal control in the
Group by setting clear operating guidelines for all of its businesses, and
monitoring key performance indicators and risks on a monthly basis.
Board Committees
The Board has established three principal committees to consider
various aspects of the Group’s operations in more detail than would 
be the case within full Board meetings. Details of the members of each
committee are given on page 17.
I Audit Committee
The Audit Committee comprises three independent Non-Executive
Directors and is chaired by Adrian Martin. The Committee meets at
least three times a year together with the Group’s internal audit and
risk management team and the Group’s external auditors. Terms of
reference for the Committee include reviewing the Annual Report
and interim statements, ensuring compliance with generally
accepted accounting principles and satisfying itself as to the
adequacy and effectiveness of the Group’s internal control
procedures. It receives reports from both internal and external
auditors on a regular basis.
II Remuneration Committee
The Remuneration Committee comprises three independent 
Non-Executive Directors and is chaired by John Gildersleeve. The
Committee meets at least twice a year. Terms of reference include
making recommendations to the Board on the Group’s framework
of executive remuneration and determining on behalf of the Board
speciﬁc remuneration packages for the Executive Directors and
senior management. It also approves contractual terms and
incentives including bonus plans and executive share option
awards for Executive Directors and senior management. The
Remuneration Report is set out on pages 20 to 23.
III Nomination Committee
The Nomination Committee comprises two Non-Executive Directors
and David Ross and is chaired by Sir Brian Pitman. It advises
generally on Board appointments and the composition of the Board. 
The Company’s policy is that each Non-Executive Director should 
serve a maximum of two three year terms of ofﬁce, unless there 
are exceptional circumstances for their continued appointment. 
Non-Executive Directors will continue to be subject to re-election every
three years and will be entitled to no compensation for loss of ofﬁce.
Relations with shareholders
The Company maintains a regular dialogue with institutional
shareholders, primarily in the periods following announcements of
results. The importance of maintaining this dialogue is recognised 
in order to ensure that the Group’s strategy is understood and that
concerns are addressed in a constructive way.
The Annual General Meeting will be used as a forum to communicate
with individual investors and is an opportunity to raise with the Directors
issues concerning the Group’s operations and performance. Investor
information including ﬁnancial results, press releases and management
presentations are available at www.cpwplc.com.
Accountability and Audit
Internal control
The Board of Directors has overall responsibility for systems of internal
control throughout the Group and for reviewing their effectiveness. The
Board monitors all controls, including ﬁnancial, operating and compliance
controls and risk management. The control systems in place are designed
to provide reasonable and not absolute assurance against misstatement
or loss and are designed to manage rather than eliminate the risk of
failure to achieve business objectives.
Among the principal features of the Group’s systems of internal control
is a planning process within which the Board approves strategy and 
a Group business plan. Managers of individual business units prepare
plans and budgets covering a three year period. These plans 
are challenged and approved by the Executive Board of Directors.
18
www.cpwplc.com The Board receives comprehensive monthly information including
ﬁnancial and business performance showing variances against budget
and key performance indicators. 
Capital expenditure is subject to the disciplines of appraisal and
approval by appropriate levels of management.
The Audit Committee acts under delegated authority from the Board
and is responsible for reviewing the adequacy and effectiveness of the
systems of internal control throughout the Group. During the period 
it was assisted in this work by the risk management team, covering
systems of internal control in the Group’s substantive business units
and issues relating to the Group’s central support functions.
There is a continuous process for identifying, evaluating and managing
the signiﬁcant risks faced by the Group. This process has been in place
for the period under review and up to the date of approval of the Annual
Report and Accounts. This process is reviewed annually by the Board.
The process includes the following:
• Review of the external and internal audit work plans;
• Regular review by the Board of a detailed risk management report;
• Consideration of reports from management and internal audit on 
the systems of internal control and any material control weaknesses;
• Discussions with management on the actions taken on areas identiﬁed
either by the Board or by internal or external audit or risk reports;
• Consideration of the performance of internal audit or the risk
management team together with an annual review of its resourcing,
skills and terms of reference; and
• Consideration of the appropriate Audit Committee minutes and
reporting of signiﬁcant issues through the Audit Committee Chairman
to the Board.
Auditors
During the period the Group has had safeguards to ensure that the
objectivity and independence of its auditors cannot be compromised.
In particular, the Group’s procedures in respect of services provided 
by Deloitte & Touche LLP are:
• Audit related services – these are areas of the Group’s work that, 
in their position as the Group’s auditors, Deloitte & Touche LLP are 
best placed to undertake. Such work includes formalities relating to
borrowings, shareholder and other circulars, various other regulatory
reports and work in respect of acquisitions and disposals.
• Tax consulting – the Group uses Deloitte & Touche LLP for certain tax
consulting projects, while other tax advice and services are provided
by other parties with experience in the relevant area.
• General consulting – all signiﬁcant general consulting projects are
subject to Audit Committee review and approval. Deloitte & Touche
LLP are only permitted to tender when the Audit Committee and
Deloitte & Touche LLP are satisﬁed that the nature of the work
presents no potential threat to the independence of the audit team.
These safeguards have been approved by the Audit Committee 
and are regularly reviewed and updated in the light of internal and
external developments.
Deloitte & Touche LLP report to the Directors and the Audit Committee
on the actions they take to comply with relevant professional and
regulatory requirements and best practice to ensure their independence
from the Group.
The Carphone Warehouse Group PLC Annual Report 2004
19 Remuneration Report
Compliance
During the period the Financial Reporting Council issued a new Combined Code which comes into effect for reporting years beginning on or after 
1 November 2003. The Remuneration Committee has considered the new Combined Code and next year’s Remuneration Report will be prepared in
accordance with it. This Remuneration Report has been prepared in accordance with the Directors’ Remuneration Regulations 2002 (‘Regulations’)
and the Combined Code, applicable for the period ended 27 March 2004 (‘Original Combined Code’). Except as stated below, the constitution and
operation of the Remuneration Committee are in compliance with the Principles of Corporate Governance and the Code of Best Practice contained
in the Original Combined Code. In framing its remuneration policy the Committee has given full consideration to the matters set out in Schedules A
and B to the Original Combined Code. As required by the Regulations, a resolution to approve this Report will be proposed at the Annual General
Meeting to be held on 28 July 2004.
The Regulations require the Auditors to report to the Company’s members on the “auditable part” (indicated *) of this Report and to state that in their
opinion, that part of the Report has been properly prepared in accordance with the Companies Act 1985 (as amended by the Regulations).
Remuneration Committee
Responsibility for the establishment of overall remuneration policy lies with the Board of Directors. The Remuneration Committee is responsible 
for making recommendations to the Board on the remuneration of Executive Directors and senior management. The Committee is composed
exclusively of independent Non-Executive Directors: John Gildersleeve, Sir Brian Pitman and Martin Dawes. Martin Dawes was appointed to the
Committee during the period and notwithstanding the disclosure on page 18 of the Annual Report regarding his independence during the period, 
the Board of Directors and the Committee believe that Martin Dawes was, for the purpose of dealing with Committee matters during the period,
independent in character and judgement and that there were no relationships or circumstances which were likely to affect or could appear to have
affected his judgement when dealing with matters of the Committee, primarily because the Committee did not consider any matters that may have
affected any additional consideration payable in respect of the acquisition of Opal Telecom plc. Consequently, none of the members of the
Committee has, or had during the period, any personal ﬁnancial interest, other than as shareholders, in the matters to be decided by the 
Committee, no potential conﬂicts of interest arising from cross-memberships and no day-to-day involvement in running the Group’s business.
During the period New Bridge Street Consultants (NBSC) were appointed as lead advisors to the Committee and conducted a Total Reward Survey 
for Executive Directors and other senior management. Deloitte & Touche LLP provided advice to the Remuneration Committee on the administration
of Share Option and Save As You Earn schemes.
The Group Director of Human Resources provided internal advice to the Committee on all aspects of the Company’s reward policies and structures.
No Director plays a part in any discussion about his or her own remuneration. 
Remuneration policy
The primary aim of the Committee is to ensure that remuneration aligns the interests of management and shareholders and reinforces behaviour
which will lead to the continued long-term development of the business.
The Committee makes its recommendations by taking into account:
• The experience of Executive Directors and other senior management;
• The Group’s competitiveness in the market place through independent external market comparisons;
• The growing international nature of the Group;
• The development of new business streams.
The overall remuneration policy is to provide competitive remuneration packages to attract, retain and motivate executives of the calibre required,
and to align their interests with those of shareholders by relating a signiﬁcant element of the remuneration package to speciﬁc performance
measures. The approach is to set ﬁxed remuneration at market median levels and to offer variable rewards which are linked to the performance 
of the Group. For Executive Directors approximately 30% of total on target cash remuneration is performance related.
Components of remuneration
The main ﬁxed and performance related elements of remuneration for Executive Directors are as follows:
• basic salary, including beneﬁts and pension contributions (ﬁxed);
• annual performance bonus based on Earnings Per Share (‘EPS’) growth (variable); 
• share option scheme based on 3 years’ relative Total Shareholder Return (‘TSR’) (variable); and
• long-term incentive plan based on 3 years’ EPS and relative TSR (variable).
The Company operates a minimum shareholding policy, requiring the Executive Directors to build up and retain a shareholding in the Company equal
to at least 100% of their annual salaries.
Salaries & benefits
Executive Directors’ base salaries are reviewed 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. As a result of such a review, all the
Executive Directors received salary increases effective from January 2004. Executive Directors also receive market median beneﬁts in respect of cars
or car allowances, private medical cover and a deﬁned contribution pension scheme.
20
www.cpwplc.com Aggregate remuneration*
The total amounts of Directors’ remuneration and other beneﬁts (excluding pension contributions) were as follows:
Basic salary/ Taxable Annual 2004 2003
Fees beneﬁts (ii) bonuses (iii) Total Total
Director £’000 £’000 £’000 £’000 £’000
Executive
C W Dunstone 319 13 300 632 413
D P J Ross (i) 336 4 280 620 418
R W Taylor 218 14 216 448 309
G Roux de Bezieux 203 14 192 409 297
J H Dale 121 10 120 251 151
Non-Executive
Hans Roger Snook 150 – – 150 139
Sir Brian Pitman 33 – – 33 25
J Gildersleeve 33 – – 33 25
A H Martin 42 – – 42 25
D Wilson 8 – – 8 25
M Dawes 23 – – 23 –
Aggregate emoluments 1,486 55 1,108 2,649 1,827
(i) Includes a salary supplement in lieu of pension and company car.
(ii) Taxable beneﬁts consist of a company car or car allowance and private medical cover.
(iii) Annual bonuses for the period ended 27 March 2004 were accrued during the period and will be paid in June 2004.
Pensions*
The schedule below sets out payments to deﬁned contribution pension schemes. Charles Dunstone withdrew from the scheme in April 2003.
Geoffroy Roux de Bezieux and Roger Taylor are members of a UK stakeholder pension scheme with Norwich Union. Under this scheme a ﬁxed
proportion of salary is paid by the Company, together with a ﬁxed proportion by the Executive Director. Both amounts are invested on behalf of 
the Executive Director. Pension beneﬁts are then funded by the total investment. David Ross receives an allowance in lieu of pension which 
is included in the aggregate remuneration table above. Levels are reviewed annually against published market data. None of the Directors was 
a member of a deﬁned beneﬁt pension scheme. Pension entitlements are based on basic salary only.
2004 2003
Director £’000 £’000
C W Dunstone –15
G Roux de Bezieux (i) 15 –
R W Taylor 11 10
J H Dale 66
Total 32 31
(i) Includes arrears of pension contributions from prior periods.
Annual performance bonus
The Company operates a bonus scheme designed to reﬂect the performance of the Group. Bonuses are governed by performance conditions 
set by the Remuneration Committee to ensure that maximum variable rewards are paid only for exceptional performance.
For the period ended 27 March 2004, the annual bonus was based on improvements in Headline EPS (see note 10). This performance measure
was chosen to align the Executive Directors’ interests with those of shareholders.
Headline EPS growth for the period meant that a bonus of 80% of year-end salary was earned. Bonus payments in respect of the period ended 
27 March 2004 will be made in June 2004 following approval by the Remuneration Committee and are included in the aggregate remuneration table
above. The bonus scheme for the next ﬁnancial period will be of a similar structure with a maximum potential bonus of 100% of salary and with targets
based on Headline EPS. Any bonus in excess of 60% will be paid in the form of market purchased shares under the Annual Deferred Bonus Plan.
Annual Deferred Bonus Plan
It will be proposed at the Annual General Meeting that the Company introduce an Annual Deferred Bonus Plan under which Executive Directors and
other senior management will be provided with the option of taking some or all of their annual performance bonus in the form of a deferred share
award. Further details on this plan are contained in the Notice of the Annual General Meeting accompanying this Report. No Executive Director or
member of senior management has elected to defer their bonus for the period ended 27 March 2004.
Share options
The Company has a performance related share option scheme, previously under The Carphone Warehouse Group PLC Executive Incentive Scheme
and currently under The Carphone Warehouse Group Company Share Option Plan, for Executive Directors and senior management both in the 
UK and overseas. Subject to satisfactory personal performance as determined by an annual performance review, share options are granted on an
annual allocation basis as a percentage of base salary. For Executive Directors the annual target level of allocation is 100% of salary with a maximum
of 200% of salary for upper quartile performance. Normally options can be exercised only after they have been held for a minimum period of three
years. Options are subject to the achievement of a performance condition which is measured over the three year performance period (with no
retesting) and is based on the Group’s TSR against a comparator group comprising certain companies within the UK FTSE General Retailers Index
and the MSCI European Telecoms Index. The TSR calculation is independently calculated by Deloitte & Touche LLP . Measuring the Group’s
performance against the companies in these indices recognises the importance for shareholders that the Group outperforms its sector.
Options are subject to the TSR performance conditions indicated below.
Executive Directors may only exercise share options provided they hold a minimum of 100% of salary in shares. No exercises were made by 
Executive Directors in the period ended 27 March 2004.
A UK savings related share option scheme is open to all eligible employees including Executive Directors in the UK. No Executive Director
participates in the scheme. 
The Carphone Warehouse Group PLC Annual Report 2004
21 Remuneration Report continued
Performance Share Plan
It will be proposed at the Annual General Meeting that the Company introduce a Performance Share Plan for Executive Directors and senior
management. Under the plan, selected Executive Directors and members of senior management will receive shares in the Company that will only vest
when certain targets have been achieved. Further details of the plan are contained in the Notice of the Annual General Meeting accompanying this Report.
Amendments to share option schemes
The Board is seeking approval for amendments to The Carphone Warehouse Group Company Share Option Plan and to The Carphone Warehouse
Group PLC Executive Incentive Scheme (‘the Schemes’). 
At the Annual General Meeting, shareholders will be asked to approve an amendment to each of the Schemes to enable greater ﬂexibility with
regard to the allocation of incentives under discretionary employees’ share schemes.
The current rules of both of the Schemes, adopted prior to the ﬂotation of the Company in 2000, impose an overriding limit on the allocation in any
ten year period of 10% of the ordinary share capital of the Company under Employees’ Share Schemes and the Schemes.
A further restriction preventing more than 5% of the ordinary share capital of the Company being allocated in any ten year period under discretionary
employees’ share schemes and the Schemes is also imposed under the current rules. Updated guidelines published by the Association of British
Insurers in 2002 now indicate that, provided that the overriding 10% limit on the allocation of shares is maintained, companies may allow the
proportion of such shares allocated under discretionary schemes to exceed 5% where the vesting of options under such discretionary schemes 
is dependent on the achievement of more stretching performance criteria.
The Remuneration Committee will continue to ensure that no more than 10% of the ordinary share capital of the Company is allocated under all
employees’ schemes in any ten year period. The Remuneration Committee considers, however, that to enable the Company to reward employees
achieving more stretching performance criteria it is appropriate for the 5% restriction under both Schemes on the allocation of shares to such
employees under discretionary schemes be withdrawn.
Share options*
Details of Directors’ interests in options to buy shares in the Company are as follows:
Granted Exercise 
29 March during the 27 March price per Exercisable Expiry
Director 2003 period 2004 share £ from date
R W Taylor 250,000 250,000 0.80 14/07/00 29/01/10
500,000 500,000 1.00 14/07/00 29/01/10
200,000 200,000 1.50 19/05/02 19/05/10
200,000 200,000 2.00 19/05/02 19/05/10
240,000 240,000 1.25 21/05/04 21/05/11
500,000 (i) 500,000 0.83 11/06/05 11/06/12
444,444 (ii) 444,444 0.90 06/06/06 06/06/13
1,890,000 444,444 2,334,444
G Roux de Bezieux 3,500,000 3,500,000 1.50 19/05/02 19/05/10
120,000 120,000 1.25 21/05/04 21/05/11
475,000 (i) 475,000 0.83 11/06/05 11/06/12
422,222 (ii) 422,222 0.90 06/06/06 06/06/13
4,095,000 422,222 4,517,222
J H Dale 200,000 200,000 0.50 14/07/00 03/10/09
200,000 200,000 1.50 19/02/02 19/05/10
200,000 200,000 2.00 19/02/02 19/05/10
96,000 96,000 1.25 21/05/04 21/05/11
300,000 (i) 300,000 0.83 11/06/05 11/06/12
222,222 (ii) 222,222 0.90 06/06/06 06/06/13
996,000 222,222 1,218,222
Hans Roger Snook 1,000,000 1,000,000 0.80 23/03/05 25/03/12
1,000,000 1,000,000
Notes
(i) Options granted in June 2002 are subject to performance conditions. 100% are exercisable if the Group achieves upper quartile TSR
performance over the three year performance period, 50% for median performance, and 25% for performance between median and lower
quartile. None will be exercisable for lower quartile performance. The interests in options listed above assume upper quartile performance.
(ii) Options granted in June 2003 have the same performance conditions as those granted in June 2002, except that if the TSR performance 
is below the median the award is cancelled. The interests in options listed above assume upper quartile performance.
The market price per share was 144p as at 27 March 2004. The market price during the period varied between 61p and 153p.
Executive Directors’ service contracts
All Executive Directors have service contracts that are terminable by the Company or the Executive Director with twelve months’ notice or less.
The dates of each contract are set out below and one of the contracts speciﬁcally provides for compensation for early termination. Executive
Directors are allowed to hold other Non-Executive positions at the discretion of the Board.
Fees for Non-Executive Directors
The fees for each of the Non-Executive Directors are determined by the Board after considering external market research. The Non-Executive
Directors do not take part in discussions on their remuneration.
Each of the Non-Executive Directors except Hans Roger Snook may have their appointment terminated by the Company with immediate effect 
and are not entitled to receive any compensation for loss of ofﬁce. Hans Roger Snook has a service contract which is terminable by either party 
on twelve months’ notice with no provision for compensation on early termination.
22
www.cpwplc.com The Carphone Warehouse Group PLC Annual Report 2004
23
The dates of each contract are set out below.
Directors’ interests in shares and dates of service contracts
Ordinary shares of 0.1p
Director 27 March 2004 29 March 2003 Date of contract
C W Dunstone 306,528,535 309,028,535 26 June 2000
D P J Ross 214,840,759 216,590,759 4 July 2002
R W Taylor 2,276,806 2,276,806 2 March 2000
G Roux de Bezieux 12,038,670 13,038,670 26 June 2000
J H Dale 150,500 150,500 30 March 2001
Hans Roger Snook 50,000 50,000 1 May 2002
Sir Brian Pitman 5,000 5,000 4 July 2001
J Gildersleeve 45,000 45,000 31 May 2000
A H Martin 12,461 12,461 15 November 2000
M Dawes 6,460,714 6,460,714 2 June 2003
On 1 August 2003, G Roux de Bezieux sold 500,000 shares.
On 17 December 2003, C W Dunstone and D P J Ross agreed to gift 2,500,000 shares and 1,750,000 shares respectively to certain senior
executives of the Group.
On 18 February 2004, G Roux de Bezieux sold 500,000 shares.
On 1 April 2004, C W Dunstone transferred 450,000 shares by way of gift into The Charles Dunstone Charitable Trust and D P J Ross sold
15,000,000 shares. Otherwise there were no movements in the shareholdings above between 27 March 2004 and 3 June 2004.
Performance graphs
Graph 1 shows the Group’s performance measured by TSR, compared with the performance of the FTSE 250 Index also measured by TSR since
ﬂotation in July 2000 to 27 March 2004. A three month rolling average has been applied.
The FTSE 250 was selected as it is a broad market index of which the Group is a member. In addition, the Group uses that group of companies
amongst others for comparison of pay and beneﬁt levels.
Graph 2 shows the Company’s performance measured by TSR compared with a sector comparator group comprising a number of UK general
retailers and European telecoms companies for the period 3 June 2002 to 27 March 2004. A three month rolling average has been applied.
Graph 1 Graph 2
This Report was approved by the Board on 27 May 2004.
J Gildersleeve
27 May 2004
20
40
60
80
100
120
140
160
180
200
TSR (rebased to 100 at 3 June 2002)
Carphone Warehouse
UQ
Median
LQ
June
2002
March
2004
March
2003
20
40
60
80
100
120
TSR (rebased to 100 at 14 July 2000)
FTSE 250 Index
Carphone Warehouse
2001 Period ended
March
2002 2004 2003 Directors’ Report
The Directors have pleasure in presenting the Annual Report and
ﬁnancial statements of The Carphone Warehouse Group PLC for 
the 52 weeks ended 27 March 2004.
Principal activities
The principal activities of the Group are the provision of mobile
communication products and services and ﬁxed line communication
services. For the purposes of segmental reporting, operations are
classiﬁed into three divisions, being Distribution, Telecoms Services 
and Wholesale.
The subsidiary undertakings principally affecting the results or net assets
of the Group in the period are listed in note 15 to the ﬁnancial statements.
Results
The proﬁt before tax for the ﬁnancial period increased from £34.5m 
in the prior period to £44.5m. An interim dividend of 0.4p per share 
was paid in the period (2003 – nil). The Directors recommend the
payment of a ﬁnal dividend of 0.9p per share (2003 – 1.0p). Subject 
to shareholders’ approval at the Annual General Meeting, the ﬁnal
dividend will be paid on 6 August 2004 to shareholders on the register
at the close of business on 9 July 2004. 
Directors
The names and brief biographical details of the Directors are shown 
on page 17. Particulars of Directors’ remuneration, interests in the
shares of the Company and its subsidiary companies and interests in
share options are given in the Remuneration Report on pages 20 to 23.
The following changes to the composition of the Board occurred 
in the period:
Non-Executive Directors
M Dawes Appointed on 2 June 2003
D Wilson Resigned 31 July 2003
The appointment of Martin Dawes was approved in accordance with 
the Company’s articles of association at the Annual General Meeting 
on 31 July 2003. David Ross and Geoffroy Roux de Bezieux retired 
by rotation and were re-elected at such meeting. 
Employment of disabled persons
It is the Group’s policy to encourage application for employment 
from disabled people and to assist with their training and career
development, having regard to particular aptitudes and abilities. Every
endeavour is made to ﬁnd suitable alternative employment and to 
re-train any employee who becomes disabled while serving the Group.
Employee involvement
The Group places signiﬁcant emphasis on its employees’ involvement 
in the business at all levels. Managers are remunerated according to
results wherever possible and all employees are kept informed of issues
affecting the Group through formal and informal meetings and through
the Group’s internal publications. Members of the management team
regularly visit all Group locations and discuss matters of current interest
and concern with employees.
Supplier payment policy
The Group’s policy is to agree terms of transactions, including payment
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. The number of days outstanding between receipt 
of invoices and date of payment, calculated by reference to the amount
owed to trade creditors at the period end as a proportion of the amounts
invoiced by suppliers during the period, was 42 days (2003 – 28 days).
The Company did not have any trade creditors at 27 March 2004 or 
29 March 2003.
Donations
The Group made charitable donations of £85,000 during the period 
(2003 – £25,000). No political donations were made during 
either period.
Contracts with controlling shareholders
There are no material contracts with controlling shareholders except for
service agreements, details of which are set out in the Remuneration
Report on pages 20 to 23. 
Share capital
Details of the movements in authorised and issued share capital 
during the period are provided in note 24 to the ﬁnancial statements.
Tangible fixed assets
Movements in tangible ﬁxed assets are set out in note 14 to the
ﬁnancial statements. In the opinion of the Directors the current open
market value of the Group’s interests in freehold land and buildings
exceeds the book value by £4.6m at 27 March 2004. The Group’s liability
to taxation if such assets were sold at that value would be insigniﬁcant.
Significant shareholdings
The following interests appeared on the Register of Members or had
been notiﬁed to the Company in accordance with sections 198 to 208
of the Companies Act 1985 on 3 June 2004: 
Number Percentage 
of shares of share capital
Morley Fund Management Ltd (UK) 40,542,277 4.64%
Liontrust Asset Management 32,928,817 3.77%
The total interests of the Directors are detailed in the Directors’
Remuneration Report on pages 20 to 23.
Going concern
On the basis of current ﬁnancial projections and facilities available, the
Directors are satisﬁed that the Group has adequate resources to continue
in operation for the foreseeable future and consequently the ﬁnancial
statements continue to be prepared on the going concern basis.
Auditors
In accordance with Section 385 of the Companies Act 1985 a
resolution proposing the re-election of Deloitte & Touche LLP as the
auditors of the Company will be put to the Annual General Meeting.
On 1 August 2003, Deloitte & Touche transferred its business to 
Deloitte & Touche LLP, a limited liability partnership incorporated under
the Limited Liability Partnerships Act 2000. The Company’s consent 
has been given to treating the appointment of Deloitte & Touche as
extending to Deloitte & Touche LLP with effect from August 2003 
under the provisions of Section 26(5) of the Companies Act 1989.
By order of the Board,
The Carphone Warehouse Group PLC
1 Portal Way
London
W3 6RS
T S Morris
Company Secretary
3 June 2004
24
www.cpwplc.com The Carphone Warehouse Group PLC Annual Report 2004
25
Statement of Directors’ Responsibilities
United Kingdom company law requires the Directors to prepare ﬁnancial
statements for each ﬁnancial period which give a true and fair view of
the state of affairs of the Company and Group and of their proﬁt or loss
for that period. In preparing those ﬁnancial statements, the Directors are
required to:
• Select suitable accounting policies and then apply them consistently;
• Make judgements and estimates that are reasonable and prudent;
• State whether applicable accounting standards have been 
followed; and
• Prepare the ﬁnancial statements on the going concern basis unless 
it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping proper accounting records
which disclose with reasonable accuracy at any time the ﬁnancial
position of the Company and Group and enable them to ensure that 
the ﬁnancial statements comply with the Companies Act 1985. They are
also responsible for taking such steps as are reasonably open to them
to safeguard the assets of the Company and Group and to prevent and
detect fraud and other irregularities.
Independent Auditors’ Report
Independent Auditors’ Report to the members of The Carphone
Warehouse Group PLC
We have audited the ﬁnancial statements of The Carphone Warehouse
Group PLC for the period ended 27 March 2004 which comprise the
proﬁt and loss account, the balance sheets, the cash ﬂow statement,
the reconciliation of operating proﬁt to net cash inﬂow from operating
activities, the statement of total recognised gains and losses, the
statement of accounting policies, and the related notes 1 to 31. These
ﬁnancial statements have been prepared under the accounting policies
set out therein. We have also audited the information in the part of the
Directors’ Remuneration Report that is described as having been audited.
This Report is made solely to the Company’s members, as a body, in
accordance with section 235 of the Companies Act 1985. Our audit
work has been undertaken so that we might state to the Company’s
members those matters we are required to state to them in an Auditors’
Report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the
Company and the Company’s members as a body, for our audit work,
for this Report, or for the opinions we have formed.
Respective responsibilities of Directors and Auditors
As described in the Statement of Directors’ Responsibilities, the
Company’s Directors are responsible for the preparation of the ﬁnancial
statements in accordance with applicable United Kingdom law and
accounting standards. They are also responsible for the preparation 
of the other information contained in the Annual Report including the
Directors’ Remuneration Report. Our responsibility is to audit the
ﬁnancial statements and the part of the Directors’ Remuneration Report
described as having been audited in accordance with relevant United
Kingdom legal and regulatory requirements and auditing standards.
We report to you our opinion as to whether the ﬁnancial statements give
a true and fair view and whether the ﬁnancial statements and the part 
of the Directors’ Remuneration Report described as having been audited
have been properly prepared in accordance with the Companies Act
1985. We also report to you if, in our opinion, the Directors’ Report is 
not consistent with the ﬁnancial statements, if the Company has not kept
proper accounting records, if we have not received all the information and
explanations we require for our audit, or if information speciﬁed by law
regarding Directors’ remuneration and transactions with the Company
and other members of the Group is not disclosed.
We review whether the Corporate Governance statement reﬂects the
Company’s compliance with the seven provisions of the Combined Code
speciﬁed for our review by the Listing Rules of the Financial Services
Authority, and we report if it does not. We are not required to consider
whether the Board’s statements on internal control cover all risks and
controls, or form an opinion on the effectiveness of the Group’s corporate
governance procedures or its risk and control procedures.
We read the Directors’ Report and the other information contained 
in the Annual Report for the above period as described in the contents
section including the unaudited part of the Directors’ Remuneration
Report and consider the implications for our Report if we become 
aware of any apparent misstatements or material inconsistencies 
with the ﬁnancial statements.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom auditing
standards issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the ﬁnancial statements and the part of the Directors’
Remuneration Report described as having been audited. It also includes
an assessment of the signiﬁcant estimates and judgements made by
the Directors in the preparation of the ﬁnancial statements and of whether
the accounting policies are appropriate to the circumstances of the
Company and the Group, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information
and explanations which we considered necessary in order to provide 
us with sufﬁcient evidence to give reasonable assurance that the
ﬁnancial statements and the part of the Directors’ Remuneration Report
described as having been audited are free from material misstatement,
whether caused by fraud or other irregularity or error. In forming our
opinion, we also evaluated the overall adequacy of the presentation 
of information in the ﬁnancial statements and the part of the Directors’
Remuneration Report described as having been audited.
Opinion
In our opinion: 
• the ﬁnancial statements give a true and fair view of the state of affairs
of the Company and the Group as at 27 March 2004 and of the proﬁt
of the Group for the period then ended; and
• the ﬁnancial statements and part of the Directors’ Remuneration
Report described as having been audited have been properly
prepared in accordance with the Companies Act 1985.
Deloitte & Touche LLP
Chartered Accountants and Registered Auditors
London
3 June 2004 Consolidated Profit and Loss Account
For the 52 weeks ended 27 March 2004
26
www.cpwplc.com
Before exceptional Exceptional After exceptional 
items and items and items and 
amortisation amortisation amortisation 
of goodwill of goodwill of goodwill
52 weeks ended 52 weeks ended 52 weeks ended 52 weeks ended
27 March 2004 27 March 2004 27 March 2004 29 March 2003
Notes £’000 £’000 £’000 £’000
Turnover
Existing operations 1,632,849 1,632,849 1,841,525
Acquisitions 2 216,162 216,162 –
2 1,849,011 1,849,011 1,841,525
Cost of sales 3 (1,303,246) (1,303,246) (1,453,518)
Gross proﬁt 3 545,765 545,765 388,007
Operating expenses excluding amortisation and depreciation 3 (422,934) (4,733) (427,667) (298,017)
EBITDA 10 122,831 (4,733) 118,098 89,990
Depreciation 3,4 (41,684) (41,684) (31,977)
Amortisation of goodwill 3,4 (25,417) (25,417) (20,585)
Operating proﬁt 2,3 81,147 (30,150) 50,997 37,428
Existing operations 3 71,442 42,633 37,428
Acquisitions 3 9,705 8,364 –
Proﬁt on disposal of ﬁxed assets 6 – 13,199
Loss on disposal of ﬁxed asset investments 6 (1,652) (1,652) –
Amounts written off ﬁxed asset investments 6 – (15,145)
Proﬁt before interest and taxation 81,147 (31,802) 49,345 35,482
Net interest payable 7 (4,858) (4,858) (995)
Proﬁt on ordinary activities before taxation 76,289 44,487 34,487
Tax on proﬁt on ordinary activities 8 (16,783) (16,783) (12,418)
Proﬁt for the ﬁnancial period 59,506 27,704 22,069
Equity dividends 9 (11,369) (11,369) (8,729)
Retained proﬁt for the ﬁnancial period 48,137 16,335 13,340
Earnings per share
Basic 11 6.81p 3.17p 2.60p
Diluted 11 6.72p 3.13p 2.59p
Headline earnings per share
Basic 11 6.81p 5.25p
Diluted 11 6.72p 5.23p
The accompanying notes are an integral part of this consolidated proﬁt and loss account.
Consolidated Statement of Total Recognised Gains and Losses
For the 52 weeks ended 27 March 2004
52 weeks ended 52 weeks ended
27 March 2004 29 March 2003
Notes £’000 £’000
Proﬁt for the ﬁnancial period 27,704 22,069
Currency translation (1,014) 3,021
Total recognised gains and losses relating to the period 26,690 25,090
Prior period adjustments 12 (3,949) –
Total gains and losses recognised since last ﬁnancial statements 22,741 25,090
The accompanying notes are an integral part of this consolidated statement of total recognised gains and losses. Consolidated Balance Sheet
As at 27 March 2004
Restated
27 March 2004 29 March 2003
Notes £’000 £’000
Fixed assets
Intangible assets
Goodwill 13 403,191 367,547
403,191 367,547
Tangible assets 14 195,594 133,040
Investments 15 5,897 11,072
604,682 511,659
Current assets
Stock 16 78,298 56,351
Debtors 17 271,444 176,981
Short-term investments 18 10,805 26,276
Cash at bank and in hand 72,813 46,977
433,360 306,585
Creditors: Amounts falling due within one year 19 (400,149) (275,311)
Net current assets 33,211 31,274
Total assets less current liabilities 637,893 542,933
Creditors: Amounts falling due after more than one year 20 (117,737) (49,383)
Provisions for liabilities and charges 22 (48,313) (37,956)
Net assets 471,843 455,594
Capital and reserves
Called-up share capital 24 874 873
Share premium 25 397,262 395,476
Capital redemption reserve 25 30 30
Proﬁt and loss account 25 73,677 59,215
Total capital employed 26 471,843 455,594
The accompanying notes are an integral part of this consolidated balance sheet.
The ﬁnancial statements on pages 26 to 46 were approved by the Board on 3 June 2004 and signed on its behalf by:
C W Dunstone R W Taylor 
Chief Executive Ofﬁcer Chief Financial Ofﬁcer
The Carphone Warehouse Group PLC Annual Report 2004
27 Company Balance Sheet
As at 27 March 2004
27 March 2004 29 March 2003
Notes £’000 £’000
Fixed assets
Investments 15 411,952 264,783
411,952 264,783
Current assets
Debtors 17 528,272 231,894
Cash at bank and in hand 36,443 17,926
564,715 249,820
Creditors: Amounts falling due within one year 19 (344,544) (75,347)
Net current assets 220,171 174,473
Total assets less current liabilities 632,123 439,256
Creditors: Amounts falling due after more than one year 20 (113,458) (27,436)
Net assets 518,665 411,820
Capital and reserves
Called-up share capital 24 874 873
Share premium 25 397,262 395,476
Proﬁt and loss account 25 120,529 15,471
Total capital employed 518,665 411,820
The accompanying notes are an integral part of this balance sheet.
The ﬁnancial statements on pages 26 to 46 were approved by the Board on 3 June 2004 and signed on its behalf by:
C W Dunstone R W Taylor 
Chief Executive Ofﬁcer Chief Financial Ofﬁcer
28
www.cpwplc.com Consolidated Cash Flow Statement
For the 52 weeks ended 27 March 2004
52 weeks ended 52 weeks ended
27 March 2004 29 March 2003
Notes £’000 £’000
Net cash inﬂow from operating activities 102,657 77,678
Net cash outﬂow from returns on investments and servicing of ﬁnance 27a (4,858) (2,570)
Net cash (outﬂow) inﬂow from taxation 27b (2,350) 1,059
Net cash (outﬂow) inﬂow from capital expenditure and ﬁnancial investment 27c (84,245) 18,244
Net cash outﬂow from acquisitions and disposals 27d (59,050) (37,892)
Equity dividends paid (12,229) –
Net cash (outﬂow) inﬂow before ﬁnancing (60,075) 56,519
Net cash inﬂow (outﬂow) from ﬁnancing 27e 96,596 (42,623)
Increase in cash in the period 36,521 13,896
The accompanying notes are an integral part of this consolidated cash ﬂow statement.
Reconciliation of Operating Profit to 
Net Cash Inflow from Operating Activities 
2004 2003
£’000 £’000
Operating proﬁt including exceptional items 50,997 37,428
Depreciation of tangible ﬁxed assets 41,684 31,977
Amortisation of goodwill 25,417 20,585
EBITDA including exceptional items 118,098 89,990
Loss (proﬁt) on disposal of ﬁxed assets 163 (912)
Decrease in provisions (1,469) (12,229)
Increase in stock (20,684) (4,024)
Increase in debtors (53,621) (1,803)
Increase in creditors 60,170 6,656
Net cash inﬂow from operating activities 102,657 77,678
The Carphone Warehouse Group PLC Annual Report 2004
29 Notes to the Financial Statements
1 Accounting policies
The ﬁnancial statements have been prepared in accordance with
applicable United Kingdom accounting standards under the historical
cost convention. The following principal accounting policies have been
applied consistently throughout the period and the preceding period
with the exception of the change in accounting policy resulting from 
the adoption of Urgent Issues Task Force (UITF) 38 ‘Accounting for
ESOP Trusts’, as detailed in note 12.
a) Turnover
Turnover is stated net of VAT and other sales related taxes. The
following accounting policies are applied to each business segment:
Distribution:
Distribution turnover comprises revenue generated from the sale of
mobile communication products and services, commissions receivable
on sales, ongoing revenue (share of customer airtime spend, and
customer revenue and retention bonuses) and insurance premiums.
• Commission receivable on sales is recognised when the sales 
to which the commission relates are made.
•Volume bonuses are recognised when the conditions on which they
are earned have been met.
• Ongoing revenue is recognised as it is earned over the life of the
relevant customers.
• Insurance premiums are typically paid quarterly in advance. 
Initial administration fees, which are speciﬁed in the contract, 
are recognised at the point of sale. Insurance premium income 
is recognised over the life of the relevant policies.
• All other revenue is recognised when sales are made.
Telecoms Services:
Telecoms Services turnover comprises revenue generated from facilities
management, revenue from mobile and ﬁxed network services and
ongoing revenue. All such revenue is recognised as it is earned over 
the life of the relevant customers.
Wholesale:
Wholesale turnover comprises revenue generated from the sale 
of mobile hardware and is recognised when sales are made.
b) Basis of consolidation
The consolidated ﬁnancial statements incorporate the results of The
Carphone Warehouse PLC and its subsidiary undertakings drawn up 
to 27 March 2004. The results of subsidiaries acquired or sold during
the period are included from or to the date on which control passed.
Acquisitions are accounted for under the acquisition method.
c) Intangible assets – goodwill
Goodwill arising on the acquisition of subsidiary undertakings and
businesses, representing any excess of the fair value of the consideration
given over the fair value of the identiﬁable assets and liabilities acquired,
is capitalised and written off on a straight line basis over its useful
economic life of up to 20 years. Provision is made for any impairment.
d) Tangible fixed assets
Tangible ﬁxed assets are stated at cost, net of depreciation and any
provision for impairment. Depreciation is provided on all tangible ﬁxed
assets at rates calculated to write off the cost, less estimated residual
value, of each asset on a straight line basis over its expected useful life
from the date it is brought into use, as follows:
Freehold buildings 2-4% per annum
Short leasehold costs 10 years or the lease term if less
Computer hardware and software, 
network and ofﬁce equipment 12.5-50% per annum
Fixtures and ﬁttings 20-25% per annum
Motor vehicles 25% per annum
e) Stock
Stock is stated at the lower of cost and net realisable value. Cost
includes all direct costs incurred in bringing stock to its present location
and condition and represents ﬁnished goods and goods for resale.
Net realisable value is based on estimated selling price, less further
costs expected to be incurred to disposal. Provision is made for
obsolete, slow-moving or defective items where appropriate.
f) Investments
Fixed asset investments are shown on an individual basis at cost less
provision for impairment in value, other than investments that are
independently managed within external funds, which are evaluated on 
a portfolio basis at the end of the period. Current asset investments are
stated at the lower of cost and net realisable value.
g) Leases
Rental payments under operating leases are charged to the proﬁt and
loss account on a straight line basis over the period of the lease.
h) Taxation
Current tax, including UK corporation tax and overseas tax, is provided
at amounts expected to be paid or recovered using the tax rates and
laws that have been enacted or substantively enacted by the balance
sheet date.
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions
or events that result in an obligation to pay more, or a right to pay less,
tax in the future have occurred at the balance sheet date, with the
following exceptions:
•Provision is made for the tax that would arise on remittance of the
retained earnings of overseas subsidiaries only to the extent that, at
the balance sheet date, dividends have been accrued as receivable.
• Deferred tax assets are recognised only to the extent that the
Directors consider that it is more likely than not that there will be
suitable taxable proﬁts from which the future reversal of the
underlying timing differences can be deducted.
Deferred tax is measured on a non-discounted basis at the tax rates
that are expected to apply in the periods in which timing differences
reverse, based on tax rates and laws enacted or substantively enacted
at the balance sheet date.
i) Subscriber acquisition costs
Subscriber acquisition costs, being the direct third party costs of
recruiting and retaining new customers, net of incentives from network
operators and provision for in-contract churn, are capitalised and
amortised over the minimum subscription period. Subscriber acquisition
costs for customers with no minimum subscription commitment are
taken to proﬁt and loss as incurred.
j) Software and website development costs
The Group capitalises both internal and external infrastructure and
design costs incurred in the development of software for internal use
and in the development of the functionality of its website. These costs
are depreciated in accordance with the policy deﬁned in note 1d.
k) Pensions
Contributions to deﬁned contribution schemes are charged to the proﬁt
and loss account as they become payable in accordance with the rules
of the scheme.
l) Foreign exchange
Material transactions in foreign currencies are hedged using forward
purchases or sales of the relevant currencies and are recognised in the
ﬁnancial statements at the exchange rates thus obtained. Unhedged
transactions are recorded at the exchange rate on the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are
hedged, mainly using forward foreign exchange contracts to create
matching liabilities and assets. At the balance sheet date, both the monetary
assets and liabilities and the foreign currency hedges are retranslated at
rates prevailing at the balance sheet date and any differences are taken
to the proﬁt and loss account. The results of overseas operations are
translated at the average foreign exchange rates for the period, and their
balance sheets are translated at the rates prevailing at the balance sheet
date. Exchange differences arising on translation of opening net assets
and results of overseas operations are dealt with through reserves. All
other exchange differences are included in the proﬁt and loss account.
m) Employee incentive schemes
The Company operates a Save As You Earn scheme that allows for the
grant of share options at a discount to the market price at the date of
the grant. The Company has made use of the exemption under UITF 17
‘Employee Share Schemes’ not to recognise any compensation charge
in respect of these options.
30
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31
2 Segmental analysis
Divisional results are analysed as follows:
2004 2003
Proﬁt Proﬁt Restated
Turnover before tax Net assets Turnover before tax Net assets
£’000 £’000 £’000 £’000 £’000 £’000
Distribution 1,128,939 66,939 440,521 876,144 44,031 437,159
Telecoms Services 554,491 15,021 31,322 158,757 9,886 18,435
Wholesale 178,067 (813) – 806,624 4,096 –
Eliminations (12,486) –––––
1,849,011 81,147 471,843 1,841,525 58,013 455,594
Amortisation of goodwill (25,417) (20,585)
Operating exceptional items (4,733) –
50,997 37,428
Non-operating exceptional items (1,652) (1,946)
Net interest payable (4,858) (995)
Proﬁt before tax 44,487 34,487
Results by geographical location are analysed by origin as follows:
2004 2003
Proﬁt Proﬁt Restated
Turnover before tax Net assets Turnover before tax Net assets
£’000 £’000 £’000 £’000 £’000 £’000
United Kingdom 1,102,185 49,836 177,144 1,368,244 40,537 367,719
Rest of Europe 746,826 31,311 294,699 473,281 17,476 87,875
1,849,011 81,147 471,843 1,841,525 58,013 455,594
Amortisation of goodwill (25,417) (20,585)
Operating exceptional items (4,733) –
50,997 37,428
Non-operating exceptional items (1,652) (1,946)
Net interest payable (4,858) (995)
Proﬁt before tax 44,487 34,487
Turnover originating in the United Kingdom includes £25.3m (2003 – £591.1m) of sales to the Rest of Europe; otherwise there is not a material
difference between turnover by destination and turnover by origin.
The information above includes the following amounts in respect of acquisitions during the period:
Proﬁt Net assets
Turnover before tax (liabilities)
£’000 £’000 £’000
Distribution 5,062 145 (16)
Telecoms Services 211,100 7,308 24,480
216,162 7,453 24,464
United Kingdom 5,062 145 (16)
Rest of Europe 211,100 7,308 24,480
216,162 7,453 24,464
Details of acquisitions are given in note 15.
3
Analysis of profit and loss account
2004 2003
Existing 
operations Acquisitions Total Total
£’000 £’000 £’000 £’000
Cost of sales (1,129,965) (173,281) (1,303,246) (1,453,518)
Gross proﬁt 502,884 42,881 545,765 388,007
Depreciation (40,132) (1,552) (41,684) (31,977)
Amortisation of goodwill (24,076) (1,341) (25,417) (20,585)
Exceptional operating expenses (4,733) – (4,733) –
Other operating expenses (391,310) (31,624) (422,934) (298,017)
Total operating expenses (460,251) (34,517) (494,768) (350,579)
Operating proﬁt 42,633 8,364 50,997 37,428
Total operating expenses for statutory purposes are analysed as follows:
2004 2003
Existing 
operations Acquisitions Total Total
£’000 £’000 £’000 £’000
Distribution costs (358,706) (28,837) (387,543) (269,907)
Administrative expenses (96,812) (5,680) (102,492) (80,672)
Exceptional operating expenses (4,733) – (4,733) –
Total operating expenses (460,251) (34,517) (494,768) (350,579) Notes to the Financial Statements continued
32
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4
Profit on ordinary activities before taxation
Proﬁt on ordinary activities before taxation is stated after charging (crediting):
2004 2003
£’000 £’000
Amortisation of goodwill 25,417 20,585
Depreciation of tangible ﬁxed assets 41,684 31,977
Rentals under operating leases – property 51,814 44,811
Operating loss (proﬁt) on disposal of tangible ﬁxed assets 163 (912)
Exceptional proﬁt on disposal of tangible ﬁxed assets – (13,199)
Auditors’ remuneration – audit services 568 500
Auditors’ remuneration – non-audit services 325 307
Further auditors’ remuneration in respect of due diligence reviews of £225,000 (2003 – £53,000) has been capitalised within the cost of investments
during the period.
5
Employees
Employee costs consist of:
2004 2003
£’000 £’000
Wages and salaries 194,614 144,568
Social security costs 33,147 24,691
Other pension costs 1,749 947
229,510 170,206
The average monthly number of people employed by the Group during the period was:
2004 2003
Number Number
Administration 1,631 1,274
Selling and distribution 8,552 6,859
10,183 8,133
Details of Directors’ remuneration are provided in the Remuneration Report on pages 20 to 23.
At 27 March 2004 loans of £0.9m (2003 – £nil) were outstanding from certain Group executives, none of whom was a Director of the Company. 
6 Exceptional items
Exceptional items include the following operating exceptional items, non-operating exceptional items and amounts written off investments:
2004 2003
Notes £’000 £’000
Costs of operational reorganisation (a) (4,733) –
Exceptional operating items (4,733) –
Proﬁt on disposal of ﬁxed assets (b) – 13,199
Loss on disposal of ﬁxed asset investments (c) (1,652) –
Amounts written off ﬁxed asset investments (d) – (15,145)
Total exceptional items (6,385) (1,946)
a) Costs of operational reorganisation
Following the acquisition of Hutchison Telecommunications GmbH (‘HTG’) in June 2003, the Group closed its support centre in Munich, closed 
a further 15 retail stores and commenced the integration of the retail business with HTG. A provision of £4.7m has been booked to cover the cost 
of this reorganisation, including the write down of tangible ﬁxed assets.
b) Profit on disposal of fixed assets
During the period ended 29 March 2003 the Group completed the sale and leaseback of its freehold ofﬁces in London, generating a net proﬁt 
on disposal of £13.2m.
c) Loss on disposal of fixed asset investments
During the period ended 27 March 2004 the Group disposed of 50% of its interest in Wireless Frontiers, an independently managed wireless
investment fund. In exchange, the acquirer assumed the Group’s commitment to make further contributions to Wireless Frontiers. The disposal
resulted in a net loss of £1.7m.
d) Amounts written off fixed asset investments
During the period ended 29 March 2003, £15.1m was written off the Group’s holding in Wireless Frontiers to reﬂect the diminution in the value 
of the fund at 29 March 2003.
Effect of exceptional items on taxation 
Exceptional items had no effect on the amounts charged to the proﬁt and loss account for taxation in either period. The Carphone Warehouse Group PLC Annual Report 2004
33
7
Net interest payable
2004 2003
£’000 £’000
Interest receivable and similar income 2,120 6,511
Interest payable and similar charges:
Bank overdrafts and loans (6,755) (7,191)
Other loans (223) (315)
Interest payable and similar charges (6,978) (7,506)
Net interest payable (4,858) (995)
8 Tax on profit on ordinary activities
The tax charge comprises:
2004 2003
£’000 £’000
Current tax:
UK corporation tax 11,144 4,623
Overseas tax 3,247 4,011
14,391 8,634
Adjustments in respect of prior periods:
UK corporation tax 1,677 (56)
Overseas tax (2,088) 429
Total current tax 13,980 9,007
Deferred tax:
Origination and reversal of timing differences 2,803 3,411
Total deferred tax 2,803 3,411
Total tax on proﬁt on ordinary activities 16,783 12,418
The differences between the total current tax charge shown above and the amount calculated by applying the standard rate of UK corporation tax 
to proﬁt on ordinary activities before tax are as follows:
2004 2003
£’000 £’000
Proﬁt on ordinary activities before tax 44,487 34,487
Proﬁt on ordinary activities before tax at 30% 13,346 10,346
Effect of:
Amortisation of goodwill 6,984 6,176
Exceptional items attracting no tax relief or liability 1,916 584
Other items attracting no tax relief or liability 7,778 5,415
Use of tax losses brought forward and income taxed at lower rates (12,830) (10,476)
Adjustments in respect of prior periods (411) 373
Other timing differences (2,803) (3,411)
Current tax charge for the period 13,980 9,007
The Group earns its proﬁts primarily in the UK; therefore the tax rate used for tax on proﬁt on ordinary activities is the standard rate for UK
corporation tax, currently 30%.
Deferred tax assets of approximately £27 million (2003 – £22 million) for tax losses have not yet been recognised as there is insufﬁcient evidence
that there will be suitable taxable proﬁts against which these losses can be recovered.
Details of deferred tax assets and liabilities are provided in note 23.
9
Equity dividends
2004 2003
£’000 £’000
Interim dividend paid of 0.4p (2003 – Nil) per ordinary share 3,500 –
Final dividend proposed of 0.9p (2003 – 1.0p) per ordinary share 7,869 8,729
11,369 8,729
10 Reconciliation of headline information to statutory information
2004 2003
Operating Proﬁt Operating Proﬁt
EBITDA proﬁt before tax EBITDA proﬁt before tax
£’000 £’000 £’000 £’000 £’000 £’000
Headline 122,831 81,147 76,289 89,990 58,013 57,018
Amortisation of goodwill – (25,417) (25,417) – (20,585) (20,585)
Exceptional items (see note 6) (4,733) (4,733) (6,385) – – (1,946)
Statutory 118,098 50,997 44,487 89,990 37,428 34,487
EBITDA represents earnings before interest, taxation, depreciation and amortisation of goodwill. Contribution represents EBITDA before allocation of
support costs. Notes to the Financial Statements continued
34
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11 Earnings per share
The calculations of earnings per share are based on the following proﬁts and numbers of shares:
2004 2003
£’000 £’000
Proﬁt for the ﬁnancial period 27,704 22,069
Amortisation of goodwill 25,417 20,585
Operating exceptional items (net of tax) 4,733 –
Non-operating exceptional items (net of tax) 1,652 1,946
Headline earnings (before amortisation of goodwill and exceptional items) 59,506 44,600
2004 2003
Number Number
of shares of shares
000’s 000’s
Weighted average number of shares:
For basic earnings per share 873,555 850,273
Dilutive effect of share options 11,318 2,166
For diluted earnings per share 884,873 852,439
Basic pence per share Diluted pence per share
2004 2003 2004 2003
Earnings per share 3.17 2.60 3.13 2.59
Headline earnings per share 6.81 5.25 6.72 5.23
Headline earnings per share is provided because the Directors consider that it gives a better indication of underlying performance than standard
earnings per share.
12 Prior period adjustments
As explained in note 1, the Group has implemented UITF 38 during the period, and in accordance with the abstract has restated prior period ﬁgures 
to reﬂect this. The effect of the adjustment is to transfer the Group’s investment in an Employee Share Ownership Trust from investments to reserves.
1
3
Intangible fixed assets – goodwill
Group £’000
Cost
At 29 March 2003 413,653
Acquisitions (see note 15) 64,383
Foreign exchange (3,944)
At 27 March 2004 474,092
Amortisation
At 29 March 2003 (46,106)
Charge for the period (25,417)
Foreign exchange 622
At 27 March 2004 (70,901)
Net book value
At 27 March 2004 403,191
At 29 March 2003 367,547
1
4
Tangible fixed assets Computer 
hardware and 
software,
Short network 
Freehold land leasehold and ofﬁce Fixtures Motor 
and buildings costs equipment and ﬁttings vehicles Total
Group £’000 £’000 £’000 £’000 £’000 £’000
Cost
At 29 March 2003 3,355 61,260 84,546 80,566 1,963 231,690
Additions 47,310 12,915 28,803 10,407 870 100,305
Disposals – (2,942) (2,072) (3,852) (519) (9,385)
Acquisitions (see note 15) – 1,295 5,421 993 – 7,709
Foreign exchange (95) (1,101) (493) (1,439) (15) (3,143)
At 27 March 2004 50,570 71,427 116,205 86,675 2,299 327,176
Depreciation
At 29 March 2003 (376) (19,281) (39,269) (38,850) (874) (98,650)
Charge for the period (759) (6,240) (19,132) (14,960) (593) (41,684)
Disposals – 2,352 1,721 2,845 374 7,292
Foreign exchange 17 293 325 816 9 1,460
At 27 March 2004 (1,118) (22,876) (56,355) (50,149) (1,084) (131,582)
Net book value
At 27 March 2004 49,452 48,551 59,850 36,526 1,215 195,594
At 29 March 2003 2,979 41,979 45,277 41,716 1,089 133,040
On 20 November 2003 the Group acquired the freehold of its London ofﬁces for a cash consideration of £39.5m. 1
5
Fixed asset investments
Group £’000
At 29 March 2003 (restated) 11,072
Additions 257
Disposals (see note 6c) (5,432)
At 27 March 2004 5,897
As explained in note 12, the Group’s investment in an Employee Share Ownership Trust has been transferred to reserves as a prior year adjustment,
in accordance with UITF 38.
Company £’000
At 29 March 2003 264,783
Additions 155,203
Disposals (4,750)
Foreign exchange (3,284)
At 27 March 2004 411,952
Principal Group investments
The Company and the Group have investments in the following subsidiary undertakings, which principally affected the proﬁts or losses or net assets
of the Group. To avoid a statement of excessive length, details of investments which are not signiﬁcant have been omitted. All holdings are in equity
share capital and give the Group an effective holding of 100% on consolidation.
Country of incorporation 
Name or registration Nature of business
The Carphone Warehouse Limited* England Retail of mobile communication equipment
The Carphone Warehouse UK Limited England Retail of mobile communication equipment
The Phone House SA Belgium Retail of mobile communication equipment
The Phone House SA France Retail of mobile communication equipment
The Phone House Deutschland GmbH Germany Retail of mobile communication equipment
The Carphone Warehouse Limited Ireland Retail of mobile communication equipment
The Phone House Netherlands BV Netherlands Retail of mobile communication equipment
The Phone House Lda* Portugal Retail of mobile communication equipment
The Phone House SL Spain Retail of mobile communication equipment
GEAB Teleshop AB Sweden Retail of mobile communication equipment
The Phone House SA Switzerland Retail of mobile communication equipment
The Carphone Warehouse Services Limited England Telecoms services
Value Telecom Limited England Telecoms services
Opal Telecom Limited* England Telecoms services
TalkTalk Telecom Limited* England Telecoms services
The Phone House Services Telecom-CMC SA France Telecoms services
The Phone House Telecom GmbH 
(formerly Hutchison Telecommunications GmbH) Germany Telecoms services
Xtra Telecom SA* Spain Telecoms services
N Tel Com GmbH* Switzerland Telecoms services
The Carphone Warehouse Insurance Limited Isle of Man Insurance underwriting
The Phone House Insurance Limited Isle of Man Insurance underwriting
New Technology Insurance Limited Ireland Insurance underwriting
Telecoms Insurance Services SA Switzerland Insurance brokerage
MViva Limited England Data services
Cooch 1020 Ltd Isle of Man Investment in commercial property
Ise-Net Solutions Limited England Information technology services
The Phone House Holdings (UK) Limited* England Holding company
Cellcom Limited England Holding company
Evergreen Services Holdings Limited England Holding company
Beheer-en Beleggingsmaatschappij Antika BV* Netherlands Holding company
The Phone House BV Netherlands Holding company
*held directly by the Company.
The Carphone Warehouse Group PLC Annual Report 2004
35 Notes to the Financial Statements continued
1
5
Fixed asset investments continued
Acquisitions
a) Hutchison Telecommunications GmbH
On 2 June 2003, the Group acquired 100% of the issued share capital of Hutchison Telecommunications GmbH (‘HTG’), a mobile telecoms service
provider registered in Germany, for a gross consideration of £44.6m.
The following table sets out the book values of the identiﬁable assets and liabilities acquired and their fair value to the Group:
Accounting Other
policy fair value Fair value 
Book value alignments adjustments to Group
£’000 £’000 £’000 £’000
Fixed assets
Tangible 6,174 (175) – 5,999
Current assets
Stock 1,971 – – 1,971
Debtors 26,402 8,899 – 35,301
Cash 13,783 – – 13,783
Total assets 48,330 8,724 – 57,054
Creditors
Trade creditors (20,585) – – (20,585)
Other taxes (1,381) – – (1,381)
Accruals and deferred income (7,204) – – (7,204)
Provisions (5,643) (2,211) (302) (8,156)
Total liabilities (34,813) (2,211) (302) (37,326)
Net assets 13,517 6,513 (302) 19,728
Goodwill 24,911 
Satisﬁed by cash 44,639 
Net cash outﬂows in respect of the acquisition comprised:
£’000
Gross cash consideration 44,639 
Cash acquired (13,783)
30,856 
Accounting policy alignments relate to depreciation of ﬁxed assets in line with Group policy, the deferral of subscriber acquisition costs and the
recognition of deferred tax liabilities. Other fair value adjustments relate to unrecorded potential liabilities.
HTG earned a proﬁt after taxation of £13.5m in the 15 month period ended 27 March 2004 (year ended 31 December 2002 – £6.8m), of which
£4.1m arose in the period from 1 January 2003 to 1 June 2003. The summarised proﬁt and loss account for the period from 1 January 2003 
to 1 June 2003, shown on the basis of the accounting policies of HTG prior to the acquisition, is as follows:
Proﬁt and loss account £’000
Turnover 96,487
Cost of sales (78,569)
Gross proﬁt 17,918
Operating expenses (14,005)
Operating proﬁt 3,913
Net interest receivable 147
Proﬁt on ordinary activities before taxation 4,060
Tax on proﬁt on ordinary activities –
Proﬁt on ordinary activities after taxation 4,060
All recognised gains and losses for the period are included in the proﬁt and loss account.
36
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5
Fixed asset investments continued
b) N Tel Com GmbH
On 22 March 2004, the Group acquired 100% of the issued share capital of N Tel Com GmbH, a switchless ﬁxed line reseller registered 
in Switzerland, for a gross consideration of £13.6m.
The following table sets out the book values of the identiﬁable assets and liabilities acquired and their fair value to the Group:
Fair value Fair value 
Book value adjustments to Group
£’000 £’000 £’000
Fixed assets
Tangible 80 – 80
Current assets
Debtors 4,637 – 4,637
Cash 164 – 164
Total assets 4,881 – 4,881
Creditors
Trade creditors (2,417) – (2,417)
Other taxes (151) – (151)
Accruals and deferred income (756) (1,312) (2,068)
Total liabilities (3,324) (1,312) (4,636)
Net assets 1,557 (1,312) 245
Goodwill 13,334 
Satisﬁed by cash 13,579 
Net cash outﬂows in respect of the acquisition comprised:
£’000
Gross cash consideration 13,579 
Cash acquired (164)
13,415 
Fair value adjustments relate to unrecorded potential liabilities.
c) Xtra Telecom SA
On 8 March 2004, the Group acquired 100% of the issued share capital of Xtra Telecom SA, a ﬁxed line service provider registered in Spain, for an
initial gross consideration of £7.5m, with a further contingent deferred consideration expected to be up to £4.1m payable over two years. 
The following table sets out the book values of the identiﬁable assets and liabilities acquired and their fair value to the Group:
Fair value Fair value 
Book value adjustments to Group
£’000 £’000 £’000
Fixed assets
Tangible 1,272 – 1,272
Current assets
Stock 28 – 28
Debtors 2,894 – 2,894
Cash 1,138 – 1,138
Total assets 5,332 – 5,332
Creditors
Trade creditors (4,940) – (4,940)
Other taxes (122) – (122)
Accruals and deferred income (902) – (902)
Provisions – (2,174) (2,174)
Total liabilities (5,964) (2,174) (8,138)
Net liabilities (632) (2,174) (2,806)
Goodwill 14,342 
11,536 
Satisﬁed by
Cash 7,484 
Deferred consideration 4,052 
11,536 
Net cash outﬂows in respect of the acquisition comprised:
£’000
Gross cash consideration 7,484 
Cash acquired (1,138)
6,346 
Fair value adjustments relate to unrecorded potential liabilities.
The Carphone Warehouse Group PLC Annual Report 2004
37 Notes to the Financial Statements continued
38
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1
5
Fixed asset investments continued
d) E2Save.com Limited
On 1 January 2004, the Group acquired 100% of the issued share capital of E2save.com Limited, a company registered in England, for an initial
gross consideration of £1.4m, with a further contingent deferred consideration of up to £3.3m payable over two years.
The following table sets out the book values of the identiﬁable assets and liabilities acquired and their fair value to the Group:
Accounting 
policy Fair value 
Book value alignments to Group
£’000 £’000 £’000
Fixed assets
Tangible 489 (131) 358
Current assets
Stock 484 (100) 384
Debtors 591 – 591
Total assets 1,564 (231) 1,333
Creditors
Trade creditors (988) (73) (1,061)
Other taxes (180) (21) (201)
Accruals and deferred income (232) – (232)
Total liabilities (1,400) (94) (1,494)
Net assets (liabilities) 164 (325) (161)
Goodwill 4,813
4,652
Satisﬁed by
Cash 1,377
Deferred consideration 3,275
4,652
Net cash outﬂows in respect of the acquisition comprised:
£’000
Gross cash consideration 1,377
Accounting policy alignments relate to the revaluation of ﬁxed assets and provision for slow moving stock and unrecorded liabilities.
e) Other acquisitions
In April 2003 the Group acquired the mobile customer base of J Sainsbury PLC and reached an agreement to provide mobile and ﬁxed line services
to its customers. Under the terms of the agreement, a net cash consideration of £1.5m was paid, with a further contingent deferred consideration of
up to £4.5m payable in instalments over a three year period, giving rise to goodwill of £6.0m. 
In July 2003, the Group paid £5.0m deferred consideration in respect of Opal Telecom plc, a ﬁxed line telecommunications provider acquired in
November 2002. 
In addition, the Group made a number of other acquisitions for a gross cash consideration of £0.6m and contingent deferred consideration of up to
£1.2m payable over the next two years. The other acquisitions resulted in goodwill of £1.0m. No cash was acquired through these transactions. The Carphone Warehouse Group PLC Annual Report 2004
39
16 Stock
Group
2004 2003
£’000 £’000
Finished goods and goods for resale 78,298 56,351 
There is no material difference between the balance sheet value of stock and its replacement cost.
1
7
Debtors
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Amounts falling due within one year:
Trade debtors 224,949 135,930 – –
Other debtors 18,746 17,954 – –
Prepayments and accrued income 23,806 23,097 656 85
Amounts owed by Group undertakings – – 509,811 115,924
267,501 176,981 510,467 116,009
Amounts falling due after more than one year:
Other debtors 3,943–––
Amounts owed by Group undertakings – – 17,805 115,885
271,444 176,981 528,272 231,894 
Included within the Group other debtors falling due within one year are subscriber acquisition costs of £9.6m (2003 – £nil). Included within the Group
other debtors falling due after more than one year are subscriber acquisition costs of £3.9m (2003 – £nil).
18 Short-term investments
Group
2004 2003
£’000 £’000
Short-term investments 10,805 26,276 
Short-term investments include listed investments with a cost of £8.5m (2003 – £11.1m). The market value of these investments at 27 March 2004
was £9.6m (2003 – £11.3m).
1
9
Creditors: Amounts falling due within one year
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Loans and overdrafts 16,274 14,323 15,000 –
Trade creditors 181,780 124,338 – –
Amounts owed to subsidiary undertakings – – 314,152 62,928
Corporation tax 30,106 18,013 – –
Other taxes and social security costs 26,668 19,183 – –
Other creditors 38,988 20,910 1,230 1,434
Accruals and deferred income 98,464 69,815 6,293 2,256
Proposed dividends 7,869 8,729 7,869 8,729
400,149 275,311 344,544 75,347 Notes to the Financial Statements continued
40
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20 Creditors: Amounts falling due after more than one year
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Loans 107,916 29,832 107,826 27,436 
Other creditors 7,469 14,078 5,632 –
Accruals and deferred income 2,352 5,473 – –
117,737 49,383 113,458 27,436 
The repayment proﬁle of loans is provided in note 21.
21 Derivatives and other financial instruments
The Operating and Financial Review on pages 6 to 13 provides an explanation of the role that ﬁnancial instruments have in managing the Group’s
currency and interest rate risk. The disclosures below deal with ﬁnancial assets and ﬁnancial liabilities as deﬁned in FRS 13 ‘Derivatives and other
ﬁnancial instruments’.
As permitted by FRS 13, short-term trade debtors and creditors have been excluded from these disclosures. This has no material effect on the
currency disclosures. Certain ﬁnancial assets such as investments in subsidiaries are also excluded from the scope of these disclosures.
a) Interest rate and currency profile of financial assets and liabilities
The Group’s ﬁnancial assets include cash and short-term deposits, mainly denominated in Sterling, Euro and US Dollars. Foreign exchange swaps,
used for hedging purposes, create an asset and a liability. For the purposes of this note, foreign exchange assets and liabilities have been netted
against each other. The Group’s ﬁnancial liabilities, other than currency hedges, consist of committed and uncommitted loans in Sterling and Euro 
as well as local overdraft facilities, which are denominated in several European currencies. 
2004 2003
Sterling Euro Other Total Sterling Euro Other Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Financial assets
By instrument
Cash 65,348 6,442 1,023 72,813 32,797 10,200 3,980 46,977 
Short-term investments 10,805 – – 10,805 26,276 – – 26,276 
Total 76,153 6,442 1,023 83,618 59,073 10,200 3,980 73,253 
By interest rate
Floating rate 76,153 6,442 1,023 83,618 59,073 10,200 3,980 73,253
Total 76,153 6,442 1,023 83,618 59,073 10,200 3,980 73,253
Financial liabilities
By instrument
Loans and overdrafts – (124,190) – (124,190) (235) (43,208) (712) (44,155)
Total – (124,190) – (124,190) (235) (43,208) (712) (44,155)
By interest rate
Floating rate – (121,949) – (121,949) (235) (38,607) (712) (39,554)
Fixed rate – (2,241) – (2,241) – (4,601) – (4,601)
Total – (124,190) – (124,190) (235) (43,208) (712) (44,155)
Fixed rate ﬁnancial liabilities bear weighted average interest rates of 4.84% (2003 – 4.84%) for weighted average periods of 0.3 years (2003 – 0.7 years).
The interest rate on ﬂoating rate ﬁnancial assets and liabilities is linked to market interest rates, mainly on an overnight basis or for one, two or three
month periods. The Carphone Warehouse Group PLC Annual Report 2004
41
21 Derivatives and other financial instruments continued
b) Currency exposures
The extent to which Group companies have ﬁnancial assets or liabilities in currencies other than their own functional currencies is as follows:
2004 2003
Sterling Euro Other Total Sterling Euro Other Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Functional currency of Group operation
Sterling – (124,694) 178 (124,516) – 4,220 3,064 7,284 
Other 338 320 – 658 1,245 397 – 1,642 
Total 338 (124,374) 178 (123,858) 1,245 4,617 3,064 8,926 
Euro liabilities held by companies operating in Sterling include the Group’s £120m term loan, which is drawn in Euros to fund overseas investments. 
c) Maturity of financial liabilities
The maturity proﬁle of the Group’s ﬁnancial liabilities at 27 March 2004 was as follows:
2004 2003
£’000 £’000
In one year or less (19,190) (14,318)
In more than one year but not more than two years (30,000) (2,401)
In two to ﬁve years (75,000) (27,436)
Total (124,190) (44,155)
d) Borrowing facilities
The Group had undrawn committed borrowing facilities at 27 March 2004, in respect of which all conditions precedent had been met, as follows:
2004 2003
£’000 £’000
Expiring in more than one year but not more than two years (180,000) –
Expiring in more than two years – (152,564)
Total (180,000) (152,564)
e) Fair values
The book and fair values of the Group’s ﬁnancial assets and liabilities at 27 March 2004 were as follows:
2004 2003
Book value Fair value Book value Fair value
£’000 £’000 £’000 £’000
Financial assets
Cash 72,813 72,813 46,977 46,977 
Short-term investments 10,805 11,907 26,276 26,489 
Financial liabilities
Loans and overdrafts (124,190) (124,190) (44,155) (44,155)
Interest rate swaps ––– (100)
Forward foreign currency contracts – 200 – (813)
Cash, loans and overdrafts have been included at carrying value; the fair value of short-term investments has been derived with reference to market
values; other fair values have been arrived at by discounting future cashﬂows, assuming no early redemption, or marking deals to period-end market
rates or rates as appropriate to the instrument.
f) Gains and losses on hedges
At 27 March 2004, the Group had unrecognised gains of £1.3m (2003 – net losses of £0.9m), of which £0.2m arose from timing differences
connected with currency hedging. Unrecognised gains of £1.3m are expected to be recognised in the period ending 2 April 2005. Notes to the Financial Statements continued
42
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22 Provisions for liabilities and charges
Restructuring 
Insurance provisions Deferred tax Other Total
Group £’000 £’000 £’000 £’000 £’000 
At 29 March 2003 13,342 11,485 2,700 10,429 37,956
Acquisitions (see note 15) – – 2,189 8,141 10,330
Charge to proﬁt and loss account 43,374 4,733 2,410 15,545 66,062
Utilised in the period (41,795) (7,224) – (16,708) (65,727)
Foreign exchange – (110) – (198) (308)
At 27 March 2004 14,921 8,884 7,299 17,209 48,313
Insurance 
Insurance provisions represent unearned premium income and provision for known policy holder claims.
Restructuring provisions
Restructuring provisions at the start of the period relate to a reorganisation and store closure programme launched in the period ended 30 March
2002. As detailed in note 6a, during the period the Group provided for the exceptional cost of reorganising its operations in Germany following the
acquisition of Hutchison Telecommunications GmbH, including provision for ﬁxed asset write offs. 
Deferred tax
Details of movements on the deferred tax provision are given in note 23.
Other
Other provisions include provisions against sales, principally being the anticipated costs of product warranties, customer returns, and network operator
performance penalties; provision for dilapidations and similar property costs; and all other provisions, principally being the anticipated costs of unresolved
tax issues and legal disputes.
2
3
Deferred tax
2004 2003
Group £’000 £’000 
Deferred tax liabilities
Accelerated capital allowances (2,321) (468)
Other timing differences (4,978) (2,232)
(7,299) (2,700)
Deferred tax assets
Other timing differences 717 1,132 
717 1,132 
Total (6,582) (1,568) The Carphone Warehouse Group PLC Annual Report 2004
43
2
4
Share capital
2004 2003 2004 2003
Group and Company million million £’000 £’000 
Authorised
Ordinary shares of 0.1p each 1,000 1,000 1,000 1,000 
Allotted, called-up and fully paid
Ordinary shares of 0.1p each 874 873 874 873
Movements in share capital in the period arose from the exercise of share options.
Share options
The Group has issued the following options to purchase ordinary shares in the Company:
a) Executive share option schemes
Exercise Number of options outstanding
price per share Exercisable Expiry
Date options granted £ from date 2004 2003
01/04/99 0.25 14/07/00 01/04/09 950,000 1,435,000 
02/04/99 0.80 20/01/01 02/04/09 666,660 666,660 
25/07/99 0.25 14/07/00 25/07/09 10,000 10,000 
01/04/99 0.50 14/07/00 01/04/09 540,000 890,000 
25/07/99 0.50 14/07/00 25/07/09 319,000 329,000 
06/10/99 0.50 14/07/00 06/10/09 200,000 200,000 
06/10/99 0.50 30/06/01 06/10/09 120,000 120,000 
01/02/00 0.80 14/07/00 01/02/10 500,000 500,000 
01/02/00 0.80 30/06/02 01/02/10 200,000 200,000 
02/04/99 1.00 21/07/02 02/04/09 166,665 166,665 
02/04/99 1.00 21/07/03 02/04/09 166,665 166,665 
01/02/00 1.00 14/07/00 01/02/10 1,000,000 1,000,000 
01/02/00 1.00 30/06/03 01/02/10 200,000 200,000 
24/06/00 1.50 24/06/02 24/06/10 4,000,000 4,000,000 
19/05/00 1.50 19/05/02 19/05/10 5,992,900 9,107,200 
19/05/00 2.00 19/05/02 19/05/10 600,000 600,000 
21/05/01 1.25 21/05/04 21/05/11 6,201,391 6,977,809 
01/12/01 1.30 01/12/04 01/12/11 430,648 430,648 
25/03/02 0.80 25/03/05 25/03/12 1,000,000 1,000,000 
11/06/02 0.83 11/06/05 11/06/12 7,430,034 7,949,761 
11/06/02 0.83 11/06/05 11/06/12 (i) 7,430,034 7,949,761 
28/11/02 0.86 28/11/05 28/11/12 126,744 181,977 
06/06/03 0.90 06/06/06 06/06/13 6,958,221 – 
06/06/03 0.90 06/06/06 06/06/13 (i) 6,958,221 – 
07/11/03 1.35 07/11/06 07/11/13 165,000 – 
07/11/03 1.35 07/11/06 07/11/03 (i) 165,000 –
20/01/04 1.44 20/01/07 20/01/14 (ii) 5,950,000 – 
58,447,183 44,081,146 
(i) Options granted from April 2002 are subject to the same performance conditions as described in the Remuneration Report on pages 20 to 23.
These options will only be exercisable in full if the Group’s performance is in the upper quartile at the end of the relevant period.
(ii) Exercises of these options are conditional upon the achievement of performance targets speciﬁc to the Distribution business.
b) Employee share option schemes
Exercise Number of options outstanding
price per share Exercisable Expiry
Date options granted £ from date 2004 2003
31/12/99 – 01/01/01 31/12/09 335,800 343,600 
05/06/00 1.50 01/01/02 05/06/10 430,200 430,200 
766,000 773,800 
The savings-related share option scheme permits the grant to employees of options linked to a bank save-as-you-earn contract for a term of three
or ﬁve years with contributions from employees of an amount between £5 and £250 per month. Options may be exercised at the end of the three or
ﬁve year period at a subscription price not less than 80% of the middle market quotation of an ordinary share immediately prior to the date of grant.
The following options were outstanding at 27 March 2004: 
Exercise Number of options outstanding
price per share Exercisable Expiry
Date options granted £ from date 2004 2003
30/05/01 1.00 30/05/04 30/11/04 618,330 777,654 
30/05/01 1.00 30/05/06 30/11/06 454,862 526,486 
03/07/02 0.67 03/07/05 03/01/06 1,133,510 1,331,480 
03/07/02 0.67 03/07/07 03/01/08 440,658 555,169 
01/06/03 0.73 01/06/06 01/12/06 1,909,465 – 
01/06/03 0.73 01/06/08 01/12/08 483,864 – 
5,040,689 3,190,789  Notes to the Financial Statements continued
44
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2
5
Reserves
Capital
Proﬁt and Share redemption
loss account premium reserve Total
£’000 £’000 £’000 £’000 
Group
At 29 March 2003 as previously stated 63,164 395,476 30 458,670
Prior period adjustments (see note 12) (3,949) – – (3,949)
At 29 March 2003 as restated 59,215 395,476 30 454,721
Retained proﬁt for the ﬁnancial period 16,335 – – 16,335
Currency translation (1,014) – – (1,014)
Issue of share capital (859) 1,786 – 927
At 27 March 2004 73,677 397,262 30 470,969
Company
At 29 March 2003 15,471 395,476 – 410,947
Retained proﬁt for the ﬁnancial period 105,058 – – 105,058
Issue of share capital – 1,786 – 1,786
At 27 March 2004 120,529 397,262 – 517,791
In accordance with the exemption permitted by section 230 of the Companies Act 1985, the proﬁt and loss account of the Company is not
separately presented. The proﬁt attributable to the shareholders of the Company for the period is £116.4m (2003 – £0.2m).
Own shares
As described in note 12, the Group has an Employee Share Ownership Trust (‘ESOT’) which holds 1,974,000 shares (2003 – 1,974,000) in the
Company for the beneﬁt of the Group’s employees. None of the shares held by the ESOT were under option or conditionally gifted at 27 March
2004 (2003 – Nil). No dividends have been waived on shares held by the ESOT in either period. At 27 March 2004 the shares had a market value of
£2.8m (2003 – £1.2m). The Directors do not consider the impairment of the investment to be permanent.
26 Reconciliation of movements in shareholders’ funds
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000 
Proﬁt for the ﬁnancial period 27,704 22,069 116,427 189
Dividends (11,369) (8,729) (11,369) (8,729)
Currency translation (1,014) 3,021 – –
Issue of share capital 928 35,927 1,787 36,209
Net movement in shareholders’ funds 16,249 52,288 106,845 27,669
Opening shareholders’ funds as previously stated 459,543 407,255 411,820 384,151
Prior period adjustments (see note 12) (3,949) (3,949) – –
Opening shareholders’ funds as restated 455,594 403,306 411,820 384,151
Closing shareholders’ funds 471,843 455,594 518,665 411,820 The Carphone Warehouse Group PLC Annual Report 2004
45
2
7
Analysis of cash flows
2004 2003
£’000 £’000 
a) Returns on investments and servicing of ﬁnance
Interest received 2,120 4,936
Interest paid (6,978) (7,506)
Net cash outﬂow from returns on investments and servicing of ﬁnance (4,858) (2,570)
b) Taxation
Corporation tax (paid) received (2,350) 1,059
Net cash (outﬂow) inﬂow from taxation (2,350) 1,059
c) Capital expenditure and ﬁnancial investment
Payments to acquire ﬁxed asset investments (257) (36)
Payments to acquire tangible ﬁxed assets (100,305) (39,411)
Receipts from sale of short-term investments 15,471 54,572
Receipts from sale of tangible ﬁxed assets 846 3,119
Net cash (outﬂow) inﬂow from capital expenditure and ﬁnancial investment (84,245) 18,244
d) Acquisitions and disposals
Purchase of subsidiary undertakings (74,135) (32,557)
Net cash (overdrafts) acquired with subsidiary undertakings 15,085 (5,335)
Net cash outﬂow from acquisitions and disposals (59,050) (37,892)
e) Financing
Net receipts from issuing shares 928 102
Increase (decrease) in loans 95,668 (42,725)
Net cash inﬂow (outﬂow) from ﬁnancing 96,596 (42,623)
f) Analysis of changes in net funds (debt)
At 29 March Cash Currency At 27 March
2003 ﬂows translation 2004
£’000 £’000 £’000 £’000
Cash at bank and in hand 46,977 26,192 (356) 72,813
Overdrafts (11,592) 10,329 88 (1,175)
35,385 36,521 (268) 71,638
Debt due within one year (2,731) (12,402) 34 (15,099)
Debt due after more than one year (29,832) (83,266) 5,182 (107,916)
Net funds (debt) 2,822 (59,147) 4,948 (51,377)
g) Reconciliation of net cash inﬂow to movements in net funds (debt) 
2004 2003
£’000 £’000 
Increase in cash in the period 36,521 13,896
Cash (inﬂow) outﬂow from (increase) decrease in loans (95,668) 42,725
Change in net (debt) funds (59,147) 56,621
Loans acquired with subsidiary undertakings – (24,136)
Currency translation 4,948 (14,989)
Movement in net (debt) funds in the period (54,199) 17,496
Net funds (debt) brought forward 2,822 (14,674)
Net (debt) funds carried forward (51,377) 2,822
h) Acquisitions
Companies acquired in the period contributed £8.7m to the Group’s net operating cashﬂows, received £0.3m in respect of net returns 
on investments and servicing of ﬁnance, and utilised £0.5m for capital expenditure.
28 Commitments under operating leases
The Group’s annual commitments under non-cancellable operating leases, all of which relate to land and buildings, are as follows:
2004 2003
£’000 £’000 
Operating leases which expire:
Within one year 7,558 6,138 
In two to ﬁve years 13,948 14,983 
After ﬁve years 29,325 27,345 
50,831 48,466  Notes to the Financial Statements continued
46
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2
9
Capital commitments
2004 2003
£’000 £’000 
Expenditure contracted, but not provided for in the ﬁnancial statements of the Group 6,564 5,729 
3
0 Pension arrangements
The Group provides various pension schemes for the beneﬁt of a signiﬁcant number of its employees:
Defined contribution schemes
The Group operates a number of deﬁned contribution schemes for which the cost for the period was £1.7m (2003 – £0.9m).
Defined benefit schemes
On 5 April 2000 the Group commenced the winding up of a deﬁned beneﬁt pension scheme. Based on actuarial advice, the assets of the scheme
are anticipated to be sufﬁcient to meet the levels required by the Government’s Minimum Funding Requirements calculations. On completion of the
winding up of the scheme, the Group will retain no obligations in relation to the funding of scheme beneﬁts.
3
1 Contingent liabilities
In view of the continued uncertainty regarding the actual implementation of joint and several liability by HM Customs & Excise in relation to mobile
phone wholesale trading, we have not undertaken any wholesaling of mobile phones since April 2003 and do not foresee entering the market again in
the coming year. We understand that HM Customs & Excise continue to investigate the recovery of VAT in the industry. Having undertaken a detailed
investigation and taken advice, we continue to believe that we have no ﬁnancial exposure to this issue within the Financial Statements.  Five Year Record (unaudited)
The Carphone Warehouse Group PLC Annual Report 2004
47
2004 2003* 2002* 2001* 2000
£m £m £m £m £m
Headline results
Turnover 1,849.0 1,841.5 1,152.7 1,110.7 697.7
EBITDA 122.8 90.0 72.8 66.0 41.4
PBT 76.3 57.0 46.8 49.6 30.6
Assets employed
Fixed assets 604.6 511.7 412.7 392.2 99.1
Net current assets 33.2 31.3 78.0 90.2 0.6
Creditors: Amounts falling due after more than one year (117.7) (49.4) (39.1) (15.4) (22.3)
Provisions for liabilities and charges (48.3) (38.0) (47.5) (36.4) (34.6)
Net assets 471.8 455.6 404.1 430.6 42.8
Financed by
Shareholders’ funds 471.8 455.6 403.3 428.9 43.6
Equity minority interests – – 0.8 1.7 (0.8)
Total capital employed 471.8 455.6 404.1 430.6 42.8
Headline earnings per share
Basic 6.8p 5.3p 4.4p 5.0p 3.7p
Diluted 6.7p 5.2p 4.4p 4.9p 3.5p
* restated for the effects of UITF 38. Financial Calendar
Key dates
Results announcement 3 June 2004
Ex-dividend date 7 July 2004
Record date 9 July 2004
Dividend payment date 6 August 2004
48
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Printed in England by CTD Printers Ltd. The Carphone Warehouse Group PLC Annual Report 200
4
The Carphone Warehouse Group PLC
1 Portal Way
London
W3 6RS
Tel +44 (0)20 8896 5000
Fax +44 (0)20 8753 8009
Email investorrelations@cpw.co.uk
Registered no. 3253714
www.cpwplc.com