DCC - ANNUAL REPORT AND ACCOUNTS 2008
1
Annual Report and Accounts 2008
DCC - ANNUAL REPORT AND ACCOUNTS 2008
DCC is a procurement, sales, marketing, distribution and business
support services group headquartered in Dublin. With international
operations across sixteen countries and four continents, DCC
employs approximately 7,000 people.
DCC has five divisions - DCC Energy, DCC SerCom, DCC
Healthcare, DCC Food & Beverage and DCC Environmental.
Within these divisions there are 14 business units, ten of which are
engaged in procurement, sales, marketing and distribution of own-
brand and third party branded products and four of which provide
business support services:
DCC Energy
DCC SerCom
DCC Healthcare
DCC Food & Beverage
DCC Environmental
• Oil
• LPG
• Fuel cards
SerCom Distribution IT
& entertainment
products to
• Retailers
• Resellers
• Enterprise markets
SerCom Solutions
• Outsourced
procurement
and supply chain
management services
• Acute care products
• Mobility & Rehab
• Healthfoods
• Indulgence foods
products
• Outsourced solutions
to the health & beauty
sector
• Chilled and frozen
• Waste management
logistics
and recycling
services
DCC’s strategy for continuing growth is through:
• a continued focus on its two broad business activities
- procurement, sales, marketing and distribution
- business support services
• constant attention to the creation of shareholder value through:
- maximising organic growth
- complementary bolt-on acquisitions
- focusing on return on capital employed
- focusing on cash generation
DCC - ANNUAL REPORT AND ACCOUNTS 2008
1
Highlights
for the year ended 31 March 2008
Revenue
Operating profit*
€5,532.0m
€167.2m
Reported +36.7%
Constant Currency +39.9%
Reported +19.3%
Constant Currency +21.8%
Adjusted earnings per share*
Dividend per share
165.06 cent
56.67 cent
Reported +15.0% **
Constant Currency +17.4% **
Reported +15.0%
All constant currency figures quoted in this report are based on retranslating current year figures at prior year translation rates
* excluding net exceptionals and amortisation of intangible assets
** continuing activities (excluding the Manor Park Homebuilders contribution in the prior year)
Adjusted EPS (cent) **
10 year CAGR 14.0%
Group operating profit
geographic split
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Contents
Highlights
Group at a Glance
Board of Directors
Senior Management
Chairman’s Statement
Chief Executive’s Review
Business Review
Financial Review
Corporate Social Responsibility
Report of the Directors
Corporate Governance
Report on Directors’ Remuneration and Interests
Statement of Directors’ Responsibilities
Report of the Independent Auditors
Financial Statements
Group Directory
Shareholder Information
Corporate Information
Index
1
2
4
6
8
10
14
34
40
42
44
50
54
55
57
111
115
117
118
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DCC - ANNUAL REPORT AND ACCOUNTS 2008
DCC Group at a Glance
DCC Energy
DCC Energy is the leading oil and liquefied petroleum gas (LPG) procurement, sales, marketing and distribution
business in Britain and Ireland. The oil business sells heating oils, transport fuels and fuel oils to domestic,
commercial, agricultural and industrial customers. The LPG business supplies propane and butane in both bulk
and cylinders for heating, cooking, transport and industrial processes.
Operating profit (€m)
10 Year CAGR 18.9%
5 Year CAGR 12.5%
Strong brands (*DCC owned)
• Oil
Scottish Fuels*, Emo Oil*, CPL,
Shell, Carlton Fuels*.
Market position
• Oil
Largest oil distributor in Britain.
A leading player in oil distribution in Ireland.
Growth strategy
• Organic growth in both Britain
and Ireland.
• Gas
Flogas*, Ergas*.
• Fuel card
BP, Fastfuel, Esso, Diesel Direct,ReD.
• Gas
Strong number 2 in LPG distribution in
Britain and Ireland.
• Fuel card
A leading player in the fuel card business
in Britain.
• Supplemented by acquisitions in both
oil and LPG. Particular focus on a
consolidation strategy in the highly
fragmented British oil market.
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DCC SerCom
DCC SerCom comprises two businesses, SerCom Distribution and SerCom Solutions.
• SerCom Distribution markets and sells IT and entertainment products to the Retail, Reseller and Enterprise markets.
• SerCom Solutions provides outsourced procurement and supply chain management services in Ireland, Poland,
Operating profit (€m)
10 Year CAGR 9.2%
5 Year CAGR 4.1%
China and the USA.
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Strong brands (*DCC owned)
• Retail
Market positions
• Retail
20th Century Fox, Entertainment in Video,
Creative Labs, Disney, EA, Exspect*,
Garmin, Linx*, Logitech, Microsoft, Nintendo,
Paramount, Symantec, Take Two, Warner.
• Reseller
Acer, Canon, D-Link, Fujitsu Siemens, HP, IBM,
Lenovo, Netgear, Samsung, Sharp, Sony.
• Enterprise
BP, Fastfuel, Esso, Diesel Direct, ReD.
• Supply chain management
SerCom Solutions*.
A leading distributor of consumer products to a
broad range of retailers, e-tailers and catalogue
retailers in Britain, Ireland and France.
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• Reseller
A leading distributor of IT products to a broad
range of resellers and computer dealers in
Britain and Ireland.
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• Enterprise
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Growth strategy
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• Organic growth driven by expansion of
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markets.
Sercom Solutions
• Extending the offering of its world class
procurement and sourcing services in the
Americas and the Far East, together with
extending its existing operations in Poland.
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A leading distributor of enterprise products to
value added resellers, large account resellers
and independent software vendors in France,
Iberia, Benelux, Britain and Ireland.
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• Supply chain management
A leading provider of outsourced procurement
and supply chain management services.
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DCC Healthcare
DCC Healthcare is a broadly based healthcare business with operations encompassing:
• Procurement, sales and marketing of healthcare products and provision of related services into the acute
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Operating profit (€m)
10 Year CAGR 13.2%
5 Year CAGR 17.3%
• Procurement, sales and marketing of rehabilitation products in Britain, Ireland, Germany, Australia, New Zealand
and other export markets ;
• Provision of outsourced services to the health and beauty sector in Britain and continental Europe.
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Market position
• Acute care
Number 1 in sales and marketing of intra-
venous pharmaceuticals, medical, surgical and
laboratory products in Ireland. A leading provider
of value added distribution services to British
hospitals and leading brand owners.
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• Health and beauty
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A leading European provider of outsourced
solutions to health & beauty companies.
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• Mobility & rehab
Number 1 in sales and marketing of
physiotherapy products in Britain,
Australia and New Zealand.
A leader in sales and marketing of
rehabilitation products in Britain.
Growth strategy
• Acute care
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healthcare products and related value-added
services to the acute care sector.
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• Health & beauty
Expand in European market for
outsourced solutions to the health and
beauty industry.
• Mobility & rehab
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business based on a broad portfolio of own
brand products and procurement excellence.
• All
Strong organic growth of existing
businesses, supplemented by acquisitions,
principally in Britain.
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Strong brands (*DCC owned)
• Acute care`
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Body Shop, Healthspan, Lamberts, Perrigo,
Sara Lee, Vitabiotics.
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• Mobility & rehab
Ausmedic*, Biofreeze, Days
Healthcare*, Metron*, Physio-Med*,
Theraband.
# Customers of DCC Health & Beauty Solutions
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DCC - ANNUAL REPORT AND ACCOUNTS 2008
3
DCC Food & Beverage
DCC Food & Beverage markets and sells a wide range of company owned and agency branded food
and beverage products in Ireland and has a wine business in Britain. It is a market leader in a number
of niche market segments in healthfoods, indulgence foods and frozen & chilled logistics.
Strong brands (*DCC owned)
• Healthfood
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• Indulgence
Andrew Peace, Bollinger, Elizabeth Shaw,
French Connection*, Hula Hoops, KP,
Lemons*, McCoys, McVities / Mars Cakes,
Phileas Fogg, Ritter, Robert Roberts*,
Sacla, Topps, Torres.
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• Logistics/other
Allied Foods*, Brodericks*, Kylemore.
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Market position
• Healthfood
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Market leading positions in healthy foods in
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Number 2 in savoury snacks in Ireland.
Number 2 in freshly ground coffee in Ireland.
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• Logistics
A leading player in frozen and chilled
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portfolio of branded health and indulgent
foods and beverages.
• Supplemented by acquisitions in Ireland
and Britain that will exploit the growing
demand for healthy food and beverage
products and strengthen other existing
market positions.
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food distribution in Ireland.
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Operating profit (€m)
10 Year CAGR 11.9%
5 Year CAGR 10.4%
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Operating profit (€m)
9 Year CAGR 79.1%
5 Year CAGR 33.3%
DCC Environmental
DCC Environmental provides a broad range of waste management and recycling services to the industrial, commercial,
construction and public sectors in Britain and Ireland. Through its 50% shareholding in William Tracey and its subsidiary
Wastecycle, DCC Environmental has built a significant position in the British waste management and recycling industry.
DCC Environmental’s subsidiary, Enva, is the leading hazardous waste treatment business in Ireland.
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Strong brands # (*DCC owned)
Enva* Wastecycle*, Tracey.
Market position
• The leading recycling and waste
management business in Scotland.
• A leading recycling and waste management
company in Nottingham.
• Number 1 hazardous waste treatment
business in Ireland.
Growth strategy
• Organic growth opportunities arising from
increased enforcement of environmental
legislation and increased recycling driven
by rising landfill costs.
• Supplemented by acquisitions in Britain
and Ireland.
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DCC - ANNUAL REPORT AND ACCOUNTS 2008
Board of Directors
Michael Buckley
Chairman
Michael Buckley MA, LPh, MSI (63) was appointed non-executive Chairman on 27 May 2008. He is also a non-
executive director of a number of publicly quoted companies in the UK and in the USA, a senior adviser to a number
of privately owned Irish and international companies, an adjunct professor at the Department of Economics in UCC
and a board member of Enterprise Ireland. He was Group Chief Executive of Allied Irish Banks plc from 2001 to 2005
having served as Managing Director of AIB Capital Markets and AIB Poland. Previously, he was Managing Director of
NCB Group and a senior public servant in Ireland and the EU. Mr. Buckley joined the Board in 2005.
Tommy Breen
Chief Executive
Tommy Breen, B Sc (Econ), FCA, (49) was appointed Chief Executive on 27 May 2008 having been Group Managing
Director since July 2007. He was previously Chief Operating Officer having held a number of senior management
positions in the Group, including those of Managing Director of DCC’s Energy and SerCom divisions. Mr. Breen retains
responsibility for DCC Environmental. He joined DCC in 1985, having previously worked with KPMG. Mr. Breen joined
the Board in 2000.
Tony Barry
Non-executive Director
Tony Barry, Chartered Engineer, (73) was Chairman of CRH plc from 1994 to 2000, having previously been Chief
Executive. He is a former Deputy Governor of the Bank of Ireland and was a member of its Court of Directors. He was
Chairman of Greencore Group plc and is a past President of The Irish Business and Employers’ Confederation. Mr.
Barry joined the Board in 1995.
Róisín Brennan
Non-executive Director
Róisín Brennan, BCL, FCA, MSI, (43) is Executive Chairman of IBI Corporate Finance having been Chief Executive
since 2006. She has had extensive experience advising public companies in Ireland, principally in relation to strategy
and mergers & acquisitions. Ms. Brennan also served as a non-executive director of The Irish Takeover Panel during
2000/2001. Ms. Brennan joined the Board in 2005.
Jim Flavin
Executive Chairman (resigned 27 May 2008)
Jim Flavin, B Comm, DPA, FCA (65) founded DCC and was Executive Chairman from 1 July 2007 until his resignation
from the Board and his executive position on 27 May 2008. He had been Chief Executive since the foundation of the
Company in 1976. Prior to founding DCC, Mr. Flavin was head of AIB Bank’s venture capital unit. From 1999 to 2001,
he was Deputy Chairman and Senior Independent Director of eircom plc. Mr. Flavin was the first Chairman of the Irish
Venture Capital Association and was a member of the Steering Committee, established by the European Commission,
that founded the European Venture Capital Association.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
5
Paddy Gallagher
Non-executive Director
Paddy Gallagher, BL, DPA, (68) retired as Head of Legal and Pensions Administration at Guinness Ireland Group in
2000. He is Chairman of the Trustees of the An Post Superannuation Schemes and of the Guinness Ireland Group
Pension Scheme and is a former Chairman of the Irish Association of Pension Funds. Mr. Gallagher joined the Board
in 1976.
Maurice Keane
Non-executive Director
Maurice Keane, B Comm, M Econ Sc, (67) was a member of the Court of Directors of Bank of Ireland from 1983 to
2005, and Chief Executive from 1998 to 2002. He is a director of Axis Capital Holdings Limited and is a member of
the National Pension Reserve Fund Commission. Previously, Mr. Keane was Chairman of BUPA Ireland and of Bristol &
West plc. Mr. Keane joined the Board in 2002.
Fergal O’Dwyer
Executive Director
Fergal O’Dwyer, FCA, (48) has been Chief Financial Officer since 1994. He joined DCC in 1989 having previously
worked with KPMG in Johannesburg and Price Waterhouse in Dublin. Mr. O’Dwyer joined the Board in 2000.
Bernard Somers
Non-executive Director
Bernard Somers, B Comm, FCA, (59) is a non-executive director of Allied Irish Banks plc, Independent News and
Media plc and Irish Continental Group plc. He is a former director of the Central Bank of Ireland. Mr. Somers is the
founder of Somers & Associates, which has built a substantial practice in corporate restructuring. He has also been
an investor in and a director of several start-up companies. Mr. Somers joined the Board in 2003 and is the Senior
Independent Director.
Alex Spain
Chairman (retired 30 June 2007)
Alex Spain, B Comm, FCA (76) was non-executive Chairman from the foundation of DCC in 1976 until his retirement
from the Board on 30 June 2007. He is a director of a number of other companies. He was Managing Partner of
KPMG in Ireland from 1977 to 1984. Mr. Spain is a former President of the Institute of Chartered Accountants in
Ireland and a former Chairman of the Financial Services Industry Association in Ireland.
Audit Committee
Bernard Somers (Chairman)
Róisín Brennan
Maurice Keane
Nomination Committee
Michael Buckley (Chairman)
Maurice Keane
Bernard Somers
Remuneration Committee
Maurice Keane (Chairman)
Róisín Brennan
Michael Buckley
Bernard Somers
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DCC - ANNUAL REPORT AND ACCOUNTS 2008
Senior Management
group and divisional
Tommy Breen
Director
Fergal O’Dwyer
Director
Chief Executive
Chief Financial Officer
Conor Costigan
Managing Director DCC Healthcare
Niall Ennis
Frank Fenn
Managing Director DCC SerCom
Managing Director DCC Food & Beverage
Donal Murphy
Managing Director DCC Energy
Ann Keenan
Head of Group Human Resources
Colman O’Keeffe
Deputy Managing Director DCC Energy
Peter Quinn
Head of Group IT
Michael Scholefield Managing Director DCC Corporate Finance
Gerard Whyte
Group Secretary
Compliance Officer &
Head of Enterprise Risk Management
DCC - ANNUAL REPORT AND ACCOUNTS 2008
7
Senior Management
subsidiaries and joint ventures
DCC Energy
Oil
LPG
Fuel card
GB Oils
Emo Oil
DCC Energy (NI)
Flogas UK
Flogas Ireland
Fuel Card Group
Sam Chambers
Gerry Wilson
Pat O’Neill
Paddy Kilmartin
Richard Martin
Ben Jordan
Managing Director
Managing Director
Operations Director
Managing Director
Managing Director
Chief Operations Officer
DCC SerCom
Retail
Reseller
Enterprise
Supply chain management
Gem Distribution
Pilton
Banque Magnetique
Micro Peripherals
Sharptext
Distrilogie
SerCom Solutions
Chris Peacock
Nick Furlong
Claude Dupont
Mike Alden
Paul White
Patrice Arzillier
Kevin Henry
Managing Director
Managing Director
Directeur Général
Managing Director
Managing Director
Directeur Général
Chief Executive Officer
DCC Healthcare
Acute care
Health & beauty solutions
Mobility & rehab
Fannin
Squadron Medical
DCC Health & Beauty Solutions
Eurocaps
Laleham
DCC Mobility & Rehab
Ausmedic Australia
Physio Med Services
Andrew O’Connell
Peter Wyslych
Stephen O’Connor
Adrian Williams
Tim O’Connor
Graham White
Ashley Williams
John Gregory
Managing Director
Managing Director
Managing Director
Managing Director
Managing Director
Managing Director
Managing Director
Managing Director
DCC Food & Beverage
Health food
Indulgence
Logistics
Other
Kelkin
Robert Roberts
Bottle Green
Allied Foods
Broderick Bros
Kylemore Foods Group *
Bernard Rooney
Tom Gray
Jon Eagle
John Casey
Richard Kieran
Brian Hogan
Managing Director
Managing Director
Managing Director
Managing Director
Managing Director
Managing Director
DCC Environmental
William Tracey *
Wastecycle
Enva
Michael Tracey
Mike Shearstone
Declan Ryan
Managing Director
Executive Chairman
Managing Director
* Joint venture
8
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Chairman’s Statement
Michael Buckley
Chairman
“ DCC’s excellent track record of fourteen years’
unbroken profit growth is based on a good mix of
organic growth and successful acquisitions. Its strong
financial position and experienced management team
are the foundations on which we can look forward to
a continuation of its robust performance.”
Board changes
On Jim Flavin’s resignation as Executive
Chairman and as a Director of DCC on 27
May 2008, the Board appointed me as
non-executive Chairman and appointed
Tommy Breen, who had been Group
Managing Director since July 2007, as
Chief Executive. I want to begin this, my
first statement as Chairman, by paying
tribute to Jim Flavin for the robust, balanced
and growth-oriented company he created
and led over a 32 year period. Since I
joined the Board, in September 2005, I
have been struck by the quality, focus and
cohesiveness of the management team he
built. At Board level, the six non-executive
directors bring considerable and varied
experience and independence of judgment
to the table.
Two key tasks for me in the coming year
will be
• To ensure Board oversight of the strategic
review process which has been under way
for some time and which will be completed
by March 2009. Every company needs
to undertake such a review periodically
to ensure that it is maximising the growth
opportunities available to it and that it is
correctly structured to ensure that the
market reflects the inherent value of its
business lines.
• To ensure as a priority during the current
financial year that significant progress
is made in the ongoing task of Board
renewal, balancing continuity with the
need to bring in fresh and relevant
experience.
In respect of both these tasks, and in
everything else I do as Chairman, it will
be my aim to ensure that I hear and listen
to the views of DCC’s shareholders, both
domestic and international, a task which I
have already begun through a programme
of meetings with significant shareholders.
Results overview
The year to 31 March 2008 was an
excellent year of growth and development
for DCC. The results reflect strong organic
growth and a contribution from successful
acquisitions. Highlights of the year include:
• 36.7% growth in revenue to €5.532
billion, driven by strong organic growth,
the increase in energy prices and
acquisitions.
• Excellent growth in operating profit of
19.3%, maintaining DCC’s unbroken
record of profit growth since flotation
in 1994. Compound annual growth in
operating profits in the 14 years since
flotation is 15.5%.
• Adjusted earnings per share from
continuing activities (excluding the Manor
Park Homebuilders contribution in the
prior year) increased by 15.0%.
Dividend increase
The Directors are recommending a final
dividend of 36.12 cent per share which,
when added to the interim dividend of
20.55 cent per share, gives a total dividend
of 56.67 cent per share for the year, a
15% increase over the prior year dividend
of 49.28 cent per share. The dividend is
covered 2.9 times by adjusted earnings per
share (3.2 times in 2007). It is proposed to
pay the final dividend on 24 July 2008 to
shareholders on the register at the close of
business on 30 May 2008.
Fyffes case
Issues arising from the Irish Supreme
Court decision on the Fyffes case have
been a matter of concern during the year.
Shareholders will be aware that, on 27 July
2007, the Supreme Court, overturning a
decision by the High Court, found that two
trading reports, which Jim Flavin had in his
possession as a director of Fyffes at the time
of the sale of 31,169,493 shares in Fyffes
in 2000, were price sensitive. As a result
of the Supreme Court decision, DCC was
obliged to pay to Fyffes a sum that was to
be determined by the High Court, relating to
the profits on the sale. As announced on 14
April 2008, a settlement was subsequently
agreed with Fyffes and counterparties in
respect of all claims, interest and costs for
an amount of €41 million. An exceptional
charge of €50 million for this amount and
DCC’s own costs has been made in these
financial statements.
Following announcement of the settlement,
the Board was for the first time in a position
comprehensively to set out the factors
which it had taken into account in deciding
to endorse Jim Flavin’s continuation in his
three year transitional role as Executive
Chairman. It did so in a statement reviewed
by the Company’s solicitors, specifically in
relation to any reference made in it to the
Court judgments, which was included in a
Stock Exchange announcement on 20 May
2008. (The statement forms the appendix
to the Corporate Governance section of this
Annual Report and Accounts).
The matters which the Board reviewed
and the factors which it took into account
in coming to its decision were intrinsically
complex and required judgment. The
process it undertook was rigorous and in
DCC - ANNUAL REPORT AND ACCOUNTS 2008
9
Revenue
+36.7%
Operating profit
+19.3%
accordance with corporate governance
standards. Our judgment as experienced
business people was exercised with
appropriate advice, and in good faith. We
based it solely on our assessment of what
was in the overall interest of the Company
and its shareholders. However, we have
always understood that others might
come to a different judgment. There has
been very substantial Irish media coverage
of the case.
Throughout the period since the Irish
Supreme Court ruling and the subsequent
Board decision, I, as the then Senior
Independent Director, had been available
to shareholders, both domestic and
international, to discuss any issues they
had in that context. Feedback from a large
majority of shareholders was supportive
of the Board position, but discussions
with the Irish Association of Investment
Managers (IAIM), whose members
collectively hold about 15% of the DCC
share capital, in the second half of 2007
had resulted in the Association reserving
its position.
Some weeks after the announcement
of the settlement referred to above, the
IAIM informed me that its members
disagreed with the Board position. On 22
May 2008, the IAIM issued a statement in
which it made it clear that it had reached
a different judgment to the Board and in
which it said “the IAIM does not consider
it appropriate for Mr. Flavin to continue as
Executive Chairman of DCC”.
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On 26 May 2008, when the Board
met to discuss the IAIM statement, Jim
Flavin informed it that he was seriously
considering resigning. The following day,
the Board learned of the intention of the
Irish Director of Corporate Enforcement
(ODCE) to apply to the High Court for
the appointment of Inspectors, under
Section 8 of the Companies Act, 1990, to
investigate and report on whether certain
provisions of the Companies Acts were
breached in the transactions relating to the
intra-group transfer of the Fyffes shares by
DCC in 1995 and their disposal in 2000.
When the Board met that day to discuss
this development, Jim Flavin informed it
that his decision to resign was final, due
to the continuing uncertainty arising from
the outcome of the Fyffes litigation. A
Stock Exchange announcement to that
effect was made on the evening of 27 May
2008.
The ODCE application will be heard by the
High Court on 19 June 2008.
Corporate governance and
risk management
A detailed statement, set out on pages 44
to 49, describes how DCC has applied
the Principles of Good Governance
and Code of Best Practice as set out
in the Combined Code on Corporate
Governance. In line with a number of
companies internationally, the Directors
have decided, starting with this year’s
Annual General Meeting, to adopt the
practice that all Directors will present
themselves for re-election at each Annual
General Meeting.
The Board is satisfied that the Group has
effective ongoing processes for identifying,
evaluating and managing risks faced
by the Group. DCC’s Group Secretary,
Gerard Whyte, also heads up DCC’s
Enterprise Risk Management function
which incorporates Group Internal Audit
and Group Environmental Health and
Safety. The Board is satisfied that this
is a high quality unit which carries out its
function in an independent, dedicated
and responsible fashion. In addition,
the Chief Executive acts as Chairman
of an executive Risk Committee, which
constantly monitors and addresses Group
risks, including issues raised by Enterprise
Risk Management.
Management and staff
A key strength of the DCC Group is the
commitment and loyalty of the 7,000
management and staff throughout the
sixteen countries in which we operate. On
behalf of the Board, I wish to thank them
for their commitment and loyalty to DCC
and congratulate them on delivering very
good results for the year.
Outlook
There is a less favourable economic
backdrop against which to do business
in the current financial year. However,
we have had a good start . We intend to
continue to grow both organically and by
acquisition and believe that the climate for
making acquisitions will favour companies
with strong balance sheets such as DCC.
Michael Buckley
Chairman
9 June 2008
10
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Chief Executive’s Review
Tommy Breen
Chief Executive
“ In the year ended 31 March 2008, DCC
enjoyed excellent growth in revenue,
operating profit and adjusted earnings per
share. Operating profit growth, on a constant
currency basis, was 21.8%, of which
approximately 8% was organic.”
Results highlights
Revenue
Operating profit*
Exceptional profit (net)
Profit before tax
Adjusted earnings per share*
Dividend per share
Change on prior year
Constant
Reported
currency
+36.7%
+19.3%
+39.9%
+21.8%
+12.3%
+14.2%
€
5,532.0m
167.2m
39.6m
181.7m
165.06 cent
+15.0%**
+17.4%**
56.67 cent
+15.0%
All constant currency figures quoted in this report are based on retranslating current year figures at prior year translation rates
* excluding net exceptionals and amortisation of intangible assets
** continuing activities (excluding the Manor Park Homebuilders contribution in the prior year)
In the year ended 31 March 2008, DCC enjoyed excellent growth in revenue, operating
profit and adjusted earnings per share. Operating profit growth, on a constant currency
basis, was 21.8%, of which approximately 8% was organic. The growth momentum
achieved in the first half of the year accelerated in the seasonally more significant
second half. A summary of the second half and first half operating profit by division is
set out hereunder:
Second half
Change on prior year
First half
Change on prior year
€’m
Reported
currency
€’m
Reported
currency
Constant
Constant
Operating profit*
DCC Energy
DCC SerCom
DCC Healthcare
DCC Food & Beverage
DCC Environmental
59.8
27.6
13.1
8.3
6.8
+25.2%
+24.8%
+2.5%
+7.1%
+30.1%
+27.9%
+5.4%
+7.5%
+16.7%
+23.8%
14.5
12.5
10.4
7.0
7.2
+23.9%
+18.8%
+6.5%
-4.3%
+22.4%
+18.0%
+5.9%
-4.4%
+56.7%
+54.9%
Group operating profit
115.6
+20.1%
+24.1%
51.6
+17.6%
+16.7%
* excluding net exceptionals and amortisation of intangible assets
DCC - ANNUAL REPORT AND ACCOUNTS 2008
11
CAGR
10 yrs 14.9%
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Exceptional profit
As DCC announced on 19 December
2007, the dividend received from Manor
Park Homebuilders and the subsequent
sale of the shareholding gave rise to a profit
on cost of €180 million and an exceptional
profit on carrying value of €94.7 million.
This exceptional profit, less the exceptional
charge of €50 million for the settlement
and costs of the Fyffes action (announced
on 14 April 2008) and other net exceptional
charges of €5.1 million, resulted in a net
exceptional profit before tax in the year of
€39.6 million.
Adjusted earnings per share
Operating profit (continuing) –
years ended 31 March
+15.0%
Dividend per share
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Divisional highlights
Detailed business reviews for each of the
five divisions are set out on pages 14 to 33.
Some of the highlights of the year include:
• DCC Energy sold 4.3 billion litres of
product in the year, an increase of 32.3%
on the previous year’s 3.2 billion litres.
The most significant part of this increase
was in the British oil distribution business
which started the year as clear market
leader and, through strong organic
growth and a number of acquisitions,
ended the year approximately three
times the size of its nearest competitor.
The largest acquisitions were those
of CPL Petroleum, a large nationwide
oil distributor, and Southern Counties
Fuels, a regional distributor based in
the south of England. DCC Energy’s oil
distribution business in Britain now has
an approximate 10% share of a very
fragmented market and has an excellent
platform from which to grow.
• DCC SerCom has significantly
strengthened its position in European
retail consumer electronics distribution
through the acquisition of Banque
Magnetique, a Paris based company.
Banque Magnetique is a leading
distributor of consumer electronics and
IT peripherals to the French retail market.
This acquisition brings DCC SerCom
important new supplier relationships, a
new customer base and a platform from
which to grow its sales of DCC’s range of
own branded products.
• DCC Healthcare achieved one of its
key strategic objectives by creating a
platform for growth in the acute care
sector in Britain through the acquisition of
Squadron Medical, a Derbyshire based
company. Squadron provides specialist
value added distribution services to
British acute care hospitals and to leading
healthcare brand owners. Since the year
end, DCC has completed the bolt-on
acquisition of a complementary Scottish
based business. These businesses, which
will be integrated over the coming year,
provide DCC Healthcare with increased
scale and opportunity to build a significant
acute care business in Britain.
• DCC Food & Beverage achieved excellent
organic growth in sales of its own
branded Kelkin products during the year.
Kelkin is the leading Irish brand of healthy
foods and beverages, selling directly to
the grocery sector and has benefited
from increased investment in the brand
in recent years. Particularly encouraging
was the momentum achieved during
the year in sales of the Kelkin branded
VMS range of products to the pharmacy
sector, which had been initially rolled out
in 2006.
• In DCC Environmental, both William
Tracey (in which DCC has a 50% joint
venture shareholding) and Wastecycle
enjoyed excellent organic growth. These
companies have specialist recycling
skills and are benefiting from increased
legislation and landfill tax in Britain. New
regulations, requiring all waste to be
treated prior to disposal to landfill and
a doubling of landfill tax between April
2008 and April 2010, provide a positive
background for these businesses.
12
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Chief Executive’s Review
(continued)
“ During the financial year, DCC spent
€179.6 million on acquisitions, more than
in any previous year. These acquisitions
provide new platforms for growth across a
number of our businesses.”
Acquisitions and organic
development expenditure
Acquisition and organic development
expenditure, including additional working
capital investment in the year, amounted to
€351.6 million as set out below.
During the financial year, DCC spent
€179.6 million on acquisitions, more than
in any previous year. These acquisitions
provide new platforms for growth across a
number of our businesses.
During the year, capital expenditure of
€87.6 million was spent on facilities and
equipment across the Group to support
future growth.
The net increase in working capital in the
Group was €84.4 million. The principal
increase was in DCC Energy which primarily
resulted from the higher cost of oil. DCC
SerCom’s working capital levels were
reduced by €20.5 million.
Against the background of this significant
acquisition and development expenditure,
DCC’s return on capital employed
(including intangible assets) remained
strong at 17.5% compared to 17.9% in the
prior year.
Financial strength
At 31 March 2008, DCC had net debt
of €123.7 million (€100.5 million: 2007)
and total equity of €742.4 million (€687.7
million: 2007). The Group’s net debt levels
averaged €242 million during the year
compared to €232 million in the prior year.
DCC continues to be well placed financially
to pursue its organic and acquisition
growth objectives.
DCC Energy
DCC SerCom
DCC Healthcare
DCC Food & Beverage
DCC Environmental
Total
Acquisitions
€’m
105.2
50.5
21.8
-
2.1
179.6
Capex
€’m
38.2
3.2
15.1
17.1
14.0
87.6
Working
Capital
€’m
101.6
(20.5)
6.3
(5.2)
2.2
84.4
Total
€’m
245.0
33.2
43.2
11.9
18.3
351.6
DCC - ANNUAL REPORT AND ACCOUNTS 2008
13
“ DCC has had an excellent start to the
current financial year and continues to be
well positioned both commercially and
financially to augment growth through
acquisition activity.”
Strategy review
As previously announced, a reappraisal of
DCC’s overall strategic direction is being
undertaken so that DCC is best positioned
for sustainable long-term growth. This
process is ongoing and recommendations
will be reviewed by the Board at the end of
the financial year.
the completion of the strategy reappraisal
process and will continue to be mindful of
the fact that the management of diversity
is a core competence of DCC. The central
objective is to ensure that DCC continues
to pursue a strategy which maximises
shareholder value on a consistent basis
over the long term.
This reappraisal does not imply that
DCC’s strategy is in some way flawed.
Demonstrably, the strategy that DCC
has pursued since it went public in 1994
has delivered consistently good results.
However, the diversity of DCC’s business
model, while reducing risk, makes DCC
more complex from a management
perspective and more difficult to explain to
investors.
The highly profitable realisation of value
by DCC of its 49% shareholding in Manor
Park Homebuilders last December was
part of DCC’s strategy to redeploy capital
into core business activities. Shareholders
will be familiar with DCC’s market sector
based divisions, DCC Energy, DCC
SerCom, DCC Healthcare, DCC Food
& Beverage and DCC Environmental.
Within these five divisions there are
fourteen businesses, each with different
characteristics such as return on capital,
growth records and opportunities,
competitors and management expertise.
In the reappraisal of DCC’s strategy, the
Board will analyse the relative opportunity
to create shareholder value from each of
these business units. Shareholders should
not anticipate any particular change in
strategy at this stage. The Board will
come to a logical conclusion based on
Corporate social responsibility
DCC recognises its responsibilities to
all stakeholders and is fully committed
to the management of all aspects of its
business to the highest standards to
fulfil these responsibilities. This is set out
in the Corporate Social Responsibility
statement on pages 40 to 41. DCC
currently employs approximately 7,000
people in sixteen countries. We encourage
a management culture throughout
the Group that properly respects the
contribution of each employee. I thank
them all for their contribution.
Jim Flavin
On 27 May 2008, Jim Flavin, who founded
DCC in 1976, resigned as Executive
Chairman. Since its foundation, Jim has
led the hugely successful development
of DCC with exceptional passion and
commitment. I worked closely with Jim for
more than twenty two years and was the
beneficiary of his inspirational leadership
and vision throughout that period. All of
my colleagues throughout the Group and I
would like to wish Jim and his family every
success and happiness in the future.
It is an honour to have been appointed
Chief Executive of a company with the
track record of success of DCC and I look
forward to continuing to work closely with
the exceptional team of people throughout
the Group.
On 27 May 2008, Michael Buckley was
appointed non-executive Chairman and I
was appointed Chief Executive. Michael
joined the Board of DCC in 2005 and
was Senior Independent Director. We are
fortunate to have a person of Michael’s
skills and experience as Chairman.
Outlook
DCC is budgeting for strong earnings
growth in the range of 12% to 15%, on
a constant currency basis, in the current
financial year. However, the impact of the
translation of the significant proportion of
DCC’s profits that are sterling based into
euro at the approximate current exchange
rate of Stg£0.80 = €1 would result in
reported earnings growth in the range of
2% to 5%.
DCC has had an excellent start to the
current financial year and continues to be
well positioned both commercially and
financially to augment growth through
acquisition activity.
Tommy Breen
Chief Executive
9 June 2008
14 DCC - ANNUAL REPORT AND ACCOUNTS 2008
Business Review
DCC Energy
DCC Energy is the leading oil and liquefied petroleum gas (LPG) sales, marketing and distribution
business in Britain and Ireland. DCC sold 4.36 billion litres of product to c. 500,000 domestic,
commercial, industrial and agricultural customers from its extensive network of 194 depots
throughout Britain and Ireland.
DCC Energy currently employs approximately 2,700 people.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
15
Revenue
€3,420.0m
Operating profit
€74.3m
Revenue
Operating profit
Return on capital employed
- excluding intangible assets
- including intangible assets
Change on prior year
Constant
2007 Reported Currency
2008
€3,420.0m €2,247.9m
€59.5m
€74.3m
+52.1%
+25.0%
+56.5%
+28.6%
45.8%
20.6%
49.9%
22.7%
16 DCC - ANNUAL REPORT AND ACCOUNTS 2008
Business Review
DCC Energy
DCC sells oil under a portfolio of strong brands including Carlton Fuels, CPL, Emo Oil, Scottish Fuels and Shell.
Businesses and markets
DCC Energy’s oil business supplies
heating oils, transport fuels and fuel oils
to domestic, commercial, agricultural
and industrial customers in Britain and
Ireland. DCC is the largest oil distributor
in Britain, selling c. 3.2 billion litres of
product on a pro forma basis, which gives
DCC approximately 10% of the market*.
DCC has been a consolidator of the highly
fragmented oil distribution market in Britain
having first entered the market with the
acquisition of BP’s business in Scotland in
September 2001.
In Northern Ireland, DCC Energy is
the largest oil distributor with a market
share of approximately 20%, while in
the Republic of Ireland, DCC Energy has
approximately 7% of the market. DCC
Energy sells oil under a portfolio of strong
brands including Carlton Fuels, CPL, Emo
Oil, Scottish Fuels and Shell. DCC has
an excellent operational infrastructure in
the oil business which it has leveraged
to grow strongly in the national account
sector of the market.
The LPG business supplies propane
and butane in both bulk and cylinders to
domestic, commercial, agricultural and
industrial customers for heating, cooking,
transport and industrial processes and
has an extensive operational infrastructure
in both Britain and Ireland. Trading under
the Flogas brand, DCC Energy is the
number two player in the LPG market
in both Britain and Ireland with market
shares of approximately 20% and 36%
respectively. DCC has been a consolidator
of the British LPG market and has created
significant shareholder value over the last
number of years through its acquisition
and integration activities. The business
also distributes a range of LPG fuelled
appliances such as mobile heaters,
barbeques and patio heaters.
DCC first entered the fuel card market
through the acquisition of the Fuel Card
Group in January 2005. The business
now sells in excess of 255 million litres
of motor fuel annually via a portfolio of
fuel cards under the BP, Esso, Shell,
Texaco, Diesel Direct and ReD brands.
Fuel cards have become an essential tool
for commercial organisations to manage
their ever increasing transport fuel costs
and DCC Energy provides its customers
with access to the breadth of the UK
retail petrol station and bunker networks
through its portfolio of branded fuel cards.
In addition, DCC provides its customers
with detailed information on their fuel
utilisation to enable them to minimise their
transport costs.
DCC Energy purchases its oil and LPG
from the major oil companies and has
excellent long-standing relationships
with the major suppliers in the market,
operating a portfolio approach to the
management of its supply base. DCC’s
financial strength enables DCC Energy
to be a preferred partner of the major oil
companies, which is particularly important
in these days of high oil prices.
Performance management
DCC has over 30 years involvement in the
energy distribution market and with this
comes a depth of experience and industry
knowledge which enables DCC to drive
superior returns. The business demands
detailed hands-on management and the
performance of the business is constantly
monitored through a broad range of key
indicators, principally focused on sales
volume growth, margin, operational and
cost efficiencies, cash flow and capital
utilisation.
Over the past 10 years, DCC Energy has
achieved a compound annual growth rate
of 18.9% in operating profit.
Performance for the year
ended 31 March 2008
DCC Energy achieved excellent growth
in the year with operating profit 25%
ahead of the prior year. Operating profit
growth on a constant currency basis
was 28.6%, of which organic growth
was approximately 10%. This result
was particularly pleasing considering
it was another year of above average
temperatures, albeit colder than the prior
year. The business also had to deal with
the dramatic rise in the cost of product
during the year.
DCC Energy sold 4.3 billion litres of
product in the year, an increase of 32.3%
on the prior year, further strengthening
its position as the leading oil and LPG
distributor in Britain and Ireland.
* The market is defined as fuels sold to the domestic, commercial, agricultural, industrial and haulage sectors of the transport fuels
market (i.e. excluding the retail petrol station market).
DCC - ANNUAL REPORT AND ACCOUNTS 2008
17
Flogas supplies LPG in both bulk and cylinders to domestic and commercial customers.
“ A consolidator
of the highly
fragmented oil
distribution market
in Britain.”
In the LPG market, DCC Energy will
continue to leverage its position as the
strong number two player in the market to
drive organic growth on a sector by sector
basis in both Britain and Ireland.
DCC Energy will continue to target high
levels of organic growth in the fuel card
market and invest in new telesales teams
to cross-sell fuel cards to its extensive oil
distribution customer base. DCC Energy
will continue to position itself as the
partner of choice for all the providers of
branded fuel cards in the market.
Outlook
DCC Energy is budgeting for excellent
constant currency operating profit growth
in the current financial year.
DCC sells motor fuel through a portfolio of fuel cards
under the BP, Emo, Esso, Shell, Texaco, Diesel Direct
and ReD brands.
It was an excellent year of growth and
development for the oil business in
Britain. The business benefited from
the acquisitions completed in the prior
year and first time contributions from
acquisitions completed during the year.
DCC Energy achieved excellent organic
growth from its extensive nationwide
infrastructure and from its focus on
growing the proportion of its business in
the non heating dependent segments of
the market.
The LPG business increased its sales
volumes during the year, but the dramatic
rise in the price of propane resulted in a
modest, short-term reduction in operating
profit.
DCC’s fuel card business had another
year of excellent growth, with the business
benefiting from the integration of an
acquired fuel card business and strong
organic volume growth.
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Strategy and development
In oil distribution, DCC’s strategy is to
achieve a 20% share of the British market.
Having established strong market shares
in both Scotland and the north of England,
the primary focus is on developing its
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business in the south of England and
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Wales. DCC Energy is also leveraging
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its extensive nationwide operational
infrastructure to drive high levels of organic
growth, with a particular focus on the non
heating dependent segments of the market
and on national accounts. The business
is also focused on cross-selling add-on
products and services, such as lubricants
and boiler maintenance services, to its
extensive customer base.
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Donal Murphy
Managing Director
“ DCC Energy sold 4.3
billion litres of product to
c. 500,000 customers in
Britain and Ireland”
Operating profit (€m)
10 Year CAGR 18.9%
5 Year CAGR 12.5%
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18
DCC - ANNUAL REPORT AND ACCOUNTS 2008
18
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Business Review
DCC SerCom
DCC SerCom comprises two businesses, SerCom Distribution and SerCom Solutions.
SerCom Distribution markets and sells IT and entertainment products to
• the Retail market - a leading distributor of consumer electronics, peripherals and home
entertainment products to retailers, e-tailers and catalogue retailers in Britain, Ireland and France
• the Reseller market - a leading distributor of IT products to the reseller and dealer channel in Britain
and Ireland , and
• the Enterprise market - a leading European distributor of enterprise servers, storage and software to
value-added resellers, large account resellers and independent software vendors.
SerCom Solutions provides outsourced procurement and supply chain management services in
Ireland, Poland, China and the USA.
DCC SerCom currently employs approximately 1,360 people.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
19
DCC - ANNUAL REPORT AND ACCOUNTS 2008
19
Revenue
€1,423.4m
Operating profit
€40.1m
Revenue
Operating profit
Operating margin
Return on capital employed
- excluding intangible assets
- including intangible assets
Change on prior year
Constant
2007 Reported Currency
2008
+16.9%
+22.9%
+18.8%
+24.7%
€1,423.4m €1,218.0m
€32.6m
2.7%
€40.1m
2.8%
24.2%
15.3%
22.4%
13.8%
20
DCC - ANNUAL REPORT AND ACCOUNTS 2008
20 DCC - ANNUAL REPORT AND ACCOUNTS 2008
Business Review
DCC SerCom
The Retail business benefited from a favourable market for games.
Businesses and markets
SerCom Distribution
The Retail business sells to a broad range
of retailers, e-tailers and catalogue retailers
in Britain, Ireland and France. The products
distributed include business software,
games consoles, software & peripherals,
consumer electronics, DVDs and audio
visual accessories. End users are typically
consumers. Brands include 20th Century
Fox, Entertainment in Video, Creative Labs,
Disney, EA, Garmin, Logitech, Microsoft,
Nintendo, Paramount, Symantec, Take Two,
Warner and DCC’s own brands, Linx and
Exspect.
The Reseller business sells to a broad range
of resellers and computer dealers in Britain
and Ireland. The products distributed include
PCs, servers, printers, peripherals, storage
and network products and the end users
are generally small or medium businesses.
Vendors include Acer, Canon, D-Link,
Fujitsu Siemens, HP, IBM, Lenovo, Netgear,
Samsung, Sharp and Sony.
The Enterprise business sells to value
added resellers, large account resellers and
independent software vendors in France,
Iberia, Benelux, Britain and Ireland. The
products distributed include a range of
servers, storage and data management,
security, storage and virtualisation software
from a broad range of vendors. End users
are generally large businesses. Vendors
include EMC2, HP, IBM, Isilon, Oracle,
SonicWall, Sun, Symantec and VMware.
SerCom Solutions
Headquartered in Ireland, SerCom
Solutions also has operations in
Poland, the United States and China,
delivering a range of specialist supply
chain management services including
procurement, sourcing, demand
management, consigned stock
programmes, contract hardware
assembly, vendor and end-user fulfilment
and desktop publishing. The business is
a strategic supply chain partner for many
of the world’s leading technology and
telecommunications companies including
Apple, Canon, Nortel and Thomson
Telecom and is working closely with
SerCom Distribution on the sourcing and
supply of DCC’s own brand products.
SerCom Solutions employs state of the art
IT systems and procurement processes to
deliver effective supply chain management
solutions to its customers to allow them to
constantly lower the cost of components,
reduce manufacturing lead times,
minimise inventory and obsolescence and
to effectively identify and qualify alternative
sources of products.
Performance management
DCC SerCom is focused on delivering
sustained profit growth and superior
returns on capital employed. The
performance of the business is closely
monitored through a range of performance
indicators, including sales growth, gross
margins, rebate target achievement,
operational and cost efficiencies,
operating profit, cash flow and capital
utilisation. In addition, a range of working
capital metrics are used to continuously
monitor and manage the value and profile
of working capital.
Over the past ten years, DCC SerCom has
achieved a compound annual growth rate
of 9.2% in operating profit.
Performance for the year
ended 31 March 2008
DCC SerCom achieved excellent operating
profit growth of 22.9% in the year. The
operating profit growth on a constant
currency basis was 24.7%, of which
organic growth was approximately 13%.
SerCom Distribution’s Retail focused
business, comprising Gem, Pilton and
Banque Magnetique, had an excellent
year. The business benefited from the
acquisition of Banque Magnetique and
a favourable market environment for
games. The business increased its market
share with key customers, broadened its
product portfolio and made significant
progress developing DCC’s own-brand
business.
SerCom Distribution’s Reseller business,
comprising Micro-P and Sharptext, had
a disappointing year. Despite increased
volumes, difficult market conditions and
ongoing severe price deflation in PCs
and printers resulted in reduced profits
for the year.
SerCom Distribution’s Enterprise business,
Distrilogie, achieved good profit growth.
The business grew its market share and
expanded its product portfolio.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
DCC - ANNUAL REPORT AND ACCOUNTS 2008
21
21
SerCom Distribution is expanding its product portfolio.
“ Significant progress
developing DCC’s
own-brand
business.”
Outlook
SerCom Distribution is budgeting for
another year of strong constant currency
operating profit growth reflecting the
development initiatives put in place in
the last financial year. SerCom Solutions’
results will be significantly impacted
by the loss of a material element of its
procurement business in Ireland, arising
from a change in strategy by a major
customer. Overall, DCC SerCom is
budgeting for modest constant currency
growth in operating profits in the current
financial year.
The Retail business sells a broad range of products,
including DCC’s own brands, Linx and Exspect.
SerCom Solutions had an exceptional
year, reflecting strong growth in demand
for its supply chain management services.
During the year, the business commenced
operations in the United States and
made good progress in its procurement
initiatives in the Far East in co-operation
with SerCom Distribution.
Strategy and development
DCC SerCom’s strategy is to deliver
consistent long-term profit growth
and industry leading returns on capital
employed. SerCom Distribution will
continue to pursue its aims of expanding
its customer and product portfolios, with a
particular focus on the retail and enterprise
markets and on deriving maximum
synergies from the recent acquisition of
Banque Magnetique. SerCom Solutions
will continue to extend its world class
procurement and sourcing services in the
Americas and the Far East as well as its
existing operations in Poland.
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Managing Director
“ SerCom Solutions
employs state of the art IT
systems and procurement
processes.”
Operating profit (€m)
10 Year CAGR 9.2%
5 Year CAGR 4.1%
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22
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Business Review
DCC Healthcare
DCC Healthcare is a broadly based healthcare products and services group with operations
encompassing:
•
Procurement, sales and marketing of healthcare products and provision of related services to
hospitals in Ireland and Britain;
• Provision of outsourced services to the health and beauty sector in Britain and continental Europe.
•
Procurement, sales and marketing of rehabilitation products in Britain, Ireland, Germany, Australia,
New Zealand and other markets.
DCC Healthcare currently employs approximately 1,300 people.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
23
DCC - ANNUAL REPORT AND ACCOUNTS 2008
23
Revenue
€286.8m
Operating profit
€23.5m
Revenue
Operating profit
Operating margin
Return on capital employed
- excluding intangible assets
- including intangible assets
Change on prior year
Constant
2007 Reported Currency
€234.3m
€22.5m
9.6%
+22.4%
+4.2%
+24.5%
+5.6%
2008
€286.8m
€23.5m
8.2%
48.8%
13.9%
57.3%
15.6%
24 DCC - ANNUAL REPORT AND ACCOUNTS 2008
Business Review
DCC Healthcare
DCC now has a strong growth platform, providing distribution services to British hospitals.
Businesses and markets
DCC Healthcare has three areas of
activity:
Acute care - Fannin is the market leader
in acute care in Ireland. Fannin’s product
portfolio encompasses intravenous
pharmaceuticals, medical, surgical and
laboratory products. The business markets
and sells a broad range of leading brands
including Cardinal, Grifols, Molnlycke, Oxoid
and Synthes through its extensive field sales
force of over 100 highly trained professionals.
DCC is focusing on developing value-added
services related to this product offering. In
Ireland, Fannin has built a growing business
in pharmaceutical compounding services for
Irish hospitals.
DCC now has a strong growth platform in the
provision of value added distribution services
to British hospitals and leading healthcare
brand owners. This is a developing sector
as British hospitals increasingly look for
customised just-in-time distribution solutions
to deliver cost savings, free up hospital
space, improve product availability and
ultimately contribute to delivering better
service levels to their patients. Fannin
also has a developing specialist sales and
marketing business in Britain that is currently
focused on intravenous pharmaceuticals and
surgical devices.
DCC Health & Beauty Solutions is a leading
provider of “source to shelf” outsourced
solutions to the health and beauty industry,
principally in the areas of nutraceuticals
(vitamin and health supplements), skin care
and hair care. DCC provides a wide range
of product formats (tablets, soft and hard
gel capsules, creams and liquids), packing
and other services from its three MHRA
licensed facilities in Britain. The quality of
these facilities, together with the strength
and depth of DCC’s business development
and technical resources, means that DCC
offers customers a rapid turnaround from
marketing concept through to finished,
shelf-ready product. This process typically
involves product development, formulation,
stability and other testing and regulatory
compliance, as well as manufacturing and
packing. DCC’s key strength is the highly
responsive and flexible service it provides to
its customer base of leading premium brand
owners, mail order companies, specialist
health and beauty retailers and private label
suppliers in Britain, continental Europe and
other markets.
DCC Mobility & Rehab is a developing
international mobility and rehabilitation
business, with operations in Britain, Ireland,
Germany, Australia and New Zealand,
as well as a network of international
distributors. DCC is the market leader in
the physiotherapy product sector in Britain,
Australia and New Zealand, distributing
a broad product portfolio including
physiotherapy equipment and consumables
and general rehabilitation equipment
principally marketed under its own Days
Healthcare, Physio-Med and Metron brands.
Products are developed and designed in-
house with manufacturing outsourced, mainly
to Asian and eastern European partners.
DCC’s procurement and quality control team
based in Shenzhen, China works closely with
these partners. DCC’s extensive customer
base – hospitals, community loan stores,
specialist retailers, private practitioners,
nursing homes, end users and distributors
– is serviced through field and telesales
teams and supported by product catalogues
and websites.
Performance management
DCC Healthcare’s business is constantly
monitored through a broad range of
performance indicators, principally
focused on sales growth, margin
management, operational and cost
efficiencies, cash flow and return on
capital employed.
Over the past ten years DCC Healthcare
has achieved a compound annual growth
rate of 13.2% in operating profit.
Performance for the year
ended 31 March 2008
DCC Healthcare achieved strong profit
growth in both the acute care and mobility
and rehabilitation sectors, but overall
profit growth was moderated to 4.2% by
a weaker performance in DCC Health &
Beauty Solutions. The operating profit
growth on a constant currency basis was
5.6%, driven by acquisition contribution
and a modest organic decline.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
25
DCC is the market leader in physiotherapy products in
Britain, Australia and New Zealand.
“ Market leader in
the acute care
sector in Ireland.”
Strategy and development
DCC Healthcare’s strategy is to build
a substantial international healthcare
products and services business. The
primary focus is on the generation of
strong organic profit growth and superior
returns in its existing businesses. DCC
Healthcare is continually developing
and expanding its product and service
offerings and driving growth through its
existing channels to market. The business
is also focused on growing in new and
developing channels, leveraging its
extensive sales teams, catalogues and
websites.
DCC Healthcare has an active acquisition
programme and is particularly targeting
acquisitions in the acute care and health
and beauty sectors. Geographically, DCC
Healthcare’s acquisition activity is primarily
focused on Britain and continental Europe.
Outlook
DCC Healthcare is budgeting to achieve
excellent constant currency operating
profit growth in the current financial year.
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Conor Costigan
Managing Director
“ DCC offers its customers
a rapid turnaround from
marketing concept through
to finished, shelf-ready
product.”
Operating profit (€m)
10 Year CAGR 13.2%
5 Year CAGR 17.3%
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Fannin has built a growing business in pharmaceutical
compounding services for Irish hospitals.
DCC’s acute care business, Fannin, made
good progress during the year generating
strong profit growth and significantly
expanding its position in Britain through
the acquisitions of Squadron Medical
and a complementary business
based in Scotland. In Ireland, Fannin
achieved strong growth in intravenous
pharmaceuticals through excellent organic
growth in its sales and marketing activities
and its pharma compounding services.
DCC Health and Beauty Solutions
achieved good sales growth but profits
were impacted by increased costs arising
from planned capacity expansion and
new product development on behalf of
customers.
DCC Mobility & Rehab generated excellent
organic profit growth in physiotherapy
supplies in Britain, further strengthening
its leadership in this market. Sales of
general rehabilitation products in Britain
also showed good growth, while Germany
was impacted by weak market conditions.
Ausmedic broadened its product range
and market coverage in Australia through
the launch of the DCC Mobility & Rehab
product range.
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26
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Business Review
DCC Food & Beverage
DCC Food & Beverage markets and sells a wide range of company owned and agency branded
food and beverage products in Ireland and has a wine business in Britain. It is a market leader
in a number of niche market segments in healthfoods, indulgence foods and frozen & chilled
logistics.
DCC Food & Beverage currently employs approximately 1,060 people.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
27
Revenue
€310.1m
Operating profit
€15.3m
Revenue
Operating profit
Operating margin
Return on capital employed
- excluding intangible assets
- including intangible assets
Change on prior year
Constant
2007 Reported Currency
€279.5m
€15.1m
5.4%
+11.0%
+1.6%
+11.7%
+1.7%
2008
€310.1m
€15.3m
4.9%
51.2%
18.6%
51.7%
18.3%
28
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Business Review
DCC Food & Beverage
Robert Roberts is the No.2 supplier of freshly ground coffee and a leading supplier of confectionery in Ireland.
two supplier of savoury snacks (through
the KP range), a leading independent
distributor of confectionery products and
has a strong position in wine distribution
through Woodford Bourne. In Britain,
Bottle Green is a leading supplier of
branded and exclusive label solutions to
the multiple off-trade sector of the UK
wine market.
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independent provider of temperature
controlled supply chain solutions
(procurement, brand management,
warehousing and distribution), to major
retailers, manufacturers and food service
customers.
Kylemore Foods Group (50% owned
by DCC) is a leading player in retail
restaurants and contract catering in
Ireland.
Performance management
DCC Food & Beverage’s operating
performance is managed and monitored
through a number of key performance
indicators. These include sales volumes,
market share, gross margins, operational
cost efficiencies, customer service levels,
cash flow and return on capital employed.
Over the past ten years, DCC Food &
Beverage has achieved a compound
annual growth rate of 11.9% in operating
profit.
Businesses and markets
DCC Food & Beverage has a strong track
record in brand building and offers deep
distribution reach with extensive customer
service to the retail and foodservice
sectors throughout Ireland. Customers
include multiples, symbol and independent
retailers, pharmacies, off-licences, hotels,
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Healthfoods
In Ireland, Kelkin is the leading and most
comprehensive supplier of owned and
agency brands of healthy foods and
beverages, fine foods and vitamins,
minerals and supplements (“VMS”),
selling directly to both the grocery and
pharmacy sectors. Kelkin is recognised
as the leading brand in the health / “better
for you” food sector and offers a healthy
choice in many food categories. It is also a
strong brand in the VMS sector.
Indulgence foods
Robert Roberts is a value-added
distributor of indulgent products in
the grocery, impulse and food service
sectors. The business has a strong
complementary range of owned and
agency brands, specialising in snacks,
hot beverages, wine, confectionery,
soft drinks and cakes. Robert Roberts
provides a top-class service in marketing,
category management, selling (key
account management, direct sales
representatives and van sales), distribution
and merchandising. In the Irish market,
Robert Roberts is the number two supplier
of freshly ground coffee to both the retail
and foodservice sectors, the number
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Operating profit (€m)
10 Year CAGR 11.9%
5 Year CAGR 10.4%
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DCC - ANNUAL REPORT AND ACCOUNTS 2008
29
Kelkin supplies a range of gluten free products.
Robert Roberts has a complementary
range of owned and agency brands.
“ DCC’s businesses
have a strong track
record in brand
building.”
DCC Food & Beverage aims to deliver
acquisitions in Ireland and Britain that
will exploit the growing demand for
healthy food and beverage products and
strengthen existing market positions.
Outlook
DCC Food & Beverage is budgeting for
modest constant currency operating profit
growth in the current financial year.
Frank Fenn
Managing Director
“ Kelkin is recognised as
the leading brand in the
health / “better for you”
food sector.”
Performance for the year
ended 31 March 2008
DCC Food & Beverage achieved
modest growth of 1.6% in the year. On
a constant currency basis the operating
profit growth was 1.7% (all organic). In
Ireland, good growth was achieved in
healthfoods, principally driven by the
increased investment in the Kelkin brand,
new product development and growth in
agency brands. Very good growth was
also achieved in indulgence foods across
its core categories.
The frozen and chilled logistics business
was impacted by the start up costs of a
significant new contract and associated
investment in new facilities. Kylemore
Foods Group, in which DCC has a 50%
joint venture shareholding, significantly
enhanced shareholder value over the past
year.
Strategy and development
DCC’s strategy is to develop DCC Food
& Beverage into a leading business that
satisfies consumer and customer needs
in the health and indulgence sectors
and delivers an above average return on
capital. This will be achieved by building
organically and by acquisition.
The business will continue to focus on
building its brands, with the growing Kelkin
brand well-placed to take advantage of
the expanding healthfoods market.
30
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Business Review
DCC Environmental
DCC Environmental provides a broad range of waste management and recycling services to the
industrial, commercial, construction and public sectors in Britain and Ireland. Through its 50%
shareholding in William Tracey and its subsidiary Wastecycle, DCC Environmental has built a
significant position in the British waste management and recycling industry. DCC Environmental’s
subsidiary, Enva, is the leading hazardous waste treatment business in Ireland.
DCC Environmental currently employs approximately 550 people.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
31
Revenue
€91.7m
Operating profit
€14.0m
Revenue
Operating profit
Operating margin
Return on capital employed
- excluding intangible assets
- including intangible assets
Change on prior year
Constant
2007 Reported Currency
€66.5m
€10.4m
15.7%
+37.9%
+34.4%
+41.0%
+37.6%
2008
€91.7m
€14.0m
15.3%
40.4%
17.4%
38.5%
17.9%
32
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Business Review
DCC Environmental
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Wastecycle provides a comprehensive waste recycling service to industrial, commercial & local authority customers.
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Operating profit (€m)
9 Year CAGR 79.1%
5 Year CAGR 33.3%
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Businesses and markets
Britain
Driven by increasing legislation and
taxation, Britain is seeking to aggressively
reduce the amount of waste going to
landfill and to bring waste management
in line with best practice in continental
Europe. This is effected by increased rates
of recycling and the introduction of new
innovative waste treatment processes.
There have been two significant
government interventions in the last year.
Firstly, new regulations came into effect
in October 2007 which require all waste
to be treated in advance of disposal
to landfill. Secondly, with effect from 1
April 2008, landfill tax increased from its
previous £24 per tonne to £32 per tonne
and will rise to £40 per tonne on 1 April
2009 and £48 per tonne by 1 April 2010.
Both these initiatives give further impetus
to DCC’s strategy to become a leading
player in the British waste management
and recycling industry.
Both William Tracey’s and Wastecycle’s
focus is on the industrial, commercial
and construction waste segments of
the market, while also handling waste
on behalf of some local authorities.
Combined, these businesses handle in
excess of one million tonnes of waste
using 146 vehicles.
Operating from eight freehold sites,
William Tracey is recognised as Scotland’s
leading waste management and
recycling company with a reputation for
innovation and creativity in the recycling
and management of a wide range of
waste products. The business operates
a number of fully integrated facilities to
treat, recover and dispose of waste,
including the manufacture of recycled
products. William Tracey has an extensive
fleet of specialist waste management
vehicles that collect from industrial and
commercial customers while the business
also processes waste on behalf of local
authorities and other third parties.
Wastecycle is a leading recycling and
waste management company based in
Nottingham, England. Operating from
a ten acre site, the company provides
a comprehensive waste collection and
recycling service to industrial, commercial
and local authority customers. Through
some of the most innovative techniques
in the industry, using both automated
and semi automated equipment,
Wastecycle separates waste and recovers
a range of recyclable material such as
cardboard, metals, timber, plastics, paper,
aggregates, soils, glass and plasterboard.
Ireland
Enva is the leading hazardous waste
treatment business in Ireland. Operating
from six licensed sites, the business
offers a wide range of services including
soil remediation, oil recycling, chemical
treatment, water treatment and metal
recovery. With the most comprehensive
hazardous waste infrastructure in Ireland,
Enva is ideally positioned to work with
the Irish regulators, in particular the
Environmental Protection Agency (EPA)
in its goal of national self sufficiency in
dealing with hazardous waste as most
recently articulated in its Proposed
National Hazardous Waste Management
Plan 2008 – 2012.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
33
Enva offers a range of services, including soil remediation, oil
recycling, chemical treatment and metal recovery.
“ Increased rates
of recycling and
introduction
of innovative
waste treatment
processes.”
Both William Tracey and Wastecycle have
benefited from a focus on the continuous
increase in the proportion of waste
recycled.
Enva achieved modest profit growth in
the year.
Strategy and development
DCC’s strategy is to grow its position as a
leading broadly based waste management
and recycling business in Britain and
Ireland. In particular, DCC aims to position
the business to take advantage of the
trend towards more sustainable waste
management with a particular emphasis on
recycling. This growth strategy will be driven
both organically and by acquisition.
Outlook
DCC Environmental is well positioned within
attractive growth markets and is budgeting
for excellent constant currency operating
profit growth in the current financial year.
Tommy Breen
Managing Director
“ In Britain, DCC
Environmental handles
in excess of one million
tonnes of waste using 146
vehicles.”
William Tracey has a reputation for innovation and
creativity in the recycling and management of a wide
range of waste products.
Performance management
DCC Environmental is focused on
maximising shareholders’ returns
through organic and acquisition growth.
The performance of the business is
closely monitored through a range of
key indicators including sales volumes,
incoming material tonnage, recycling
targets, gross margins, costs of treatment,
operating profit, cash flow and capital
utilisation. DCC gives the highest priority
to its health, safety and environmental
record through the allocation of
appropriate resources and implementation
of best practice. A range of measurement
tools, including lost time incident rates, are
used to monitor performance.
Over the 9 years since the business was
established, DCC Environmental has
achieved a compound annual growth rate
of 79.1% in operating profit.
Performance for the year
ended 31 March 2008
DCC Environmental achieved excellent
profit growth of 34.4%. The operating
profit growth on a constant currency basis
was 37.6%, of which organic growth was
approximately 18%.
William Tracey recorded excellent organic
growth and has continued to build on
its position as Scotland’s leading waste
management and recycling business.
Wastecycle also achieved excellent
organic profit growth across all parts of its
business.
34
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Financial Review
Fergal O’Dwyer
Chief Financial Officer
Balanced business model
DCC’s balanced business model delivered
an excellent performance against a
backdrop of more challenging economic
conditions in the geographic markets in
which it operates. On a constant currency
basis, operating profit grew by 21.8%
(19.3% on a reported basis).
Accounting policies
The Group financial statements have been
prepared in accordance with International
Financial Reporting Standards (IFRS)
as adopted by the European Union and
their interpretations as issued by the
International Accounting Standards Board
(IASB) and the International Financial
Reporting Interpretations Committee
(IFRIC), applicable Irish law and the
Listing Rules of the Irish and London
Stock Exchanges. Details of the basis of
preparation and the significant accounting
policies of the Group are included in pages
63 to 71.
Overview of results/key
performance indicators
Revenue of €5.5 billion grew by 39.9%
on a constant currency basis (36.7% on
a reported basis) and operating profit of
€167.2 million increased by 21.8% on
a constant currency basis (19.3% on a
reported basis) as set out in Tables 1
and 2.
Growth in revenue and operating profit,
analysed as between organic growth,
growth from acquisitions and the impact
of currency, is as follows:
Revenue Operating
Profit
%
%
18.9%
21.0%
39.9%
8.3%
13.5%
21.8%
(3.2%)
(2.5%)
36.7%
19.3%
Organic
Acquisitions
Constant currency
Currency impact
on translation
Reported
Although DCC’s operating margin
(excluding exceptionals) was 3.0% (3.5%
in 2007), it is important to note that this
measurement of the overall Group margin
is of limited relevance due to the influence
of changes in oil product costs.
While changes in oil product costs will
change percentage operating margins,
this has little relevance in the downstream
energy market in which DCC Energy
operates where profitability is driven by
absolute contribution per litre (or tonne)
of product sold and not by a percentage
margin. Excluding DCC Energy, the
Group’s operating margin was 4.4%
compared to 4.5% in the previous year.
A detailed review of the operating
performance of each of DCC’s divisions is
set out on pages 14 to 33.
Table 1: Revenue - constant currency
2008
2007
Change
H1
€’m
H2
€’m
FY
€’m
H1
€’m
H2
€’m
FY
€’m
H1
%
H2
%
FY
%
DCC Energy
1,326.7
2,191.0
3,517.7
996.3 1,251.5
2,247.8 +33.2% +75.1% +56.5%
DCC SerCom
571.1
876.0
1,447.1
529.2
688.8
1,218.0
+7.9% +27.2% +18.8%
DCC Healthcare
131.3
160.4
291.7
112.2
122.1
234.3 +17.1% +31.3% +24.5%
DCC Food & Beverage
161.0
151.3
312.3
136.5
143.0
279.5 +18.0%
+5.8% +11.7%
DCC Environmental
45.4
48.3
93.7
29.1
37.4
66.5 +55.9% +29.4% +41.0%
Total
2,235.5
3,427.0
5,662.5
1,803.3 2,242.8
4,046.1 +24.0% +52.8% +39.9%
Financial Review (continued)
“Profit before tax of €181.7
million increased by 14.2% on
a constant currency basis. On
a reported basis the increase
was 12.3%”
DCC - ANNUAL REPORT AND ACCOUNTS 2008
35
Finance costs (net)
Net finance costs for the year increased by
€6.9 million to €17.8 million (€10.9 million
in 2007), primarily due to an increase in
interest rates. There was a slight increase
in the Group’s net debt levels which
averaged €242 million during the year
compared to €233 million in the prior year.
Interest was covered 9.4 times by Group
operating profit before amortisation of
intangible assets (12.9 times in 2007).
Exceptional profit (net)
As DCC announced on 19 December
2007, the dividend received from Manor
Park Homebuilders and the subsequent
sale of the shareholding gave rise to a
profit on cost of €180 million and an
exceptional profit on carrying value of
€94.7 million. This exceptional profit, less
the exceptional charge of €50 million for
the settlement and costs of the Fyffes
action, announced on 14 April 2008, and
other net exceptional charges of
€5.1 million, resulted in a net exceptional
profit before tax in the year of
€39.6 million.
The tax charge relating to the net
exceptional profit was €1.8 million.
Amortisation of intangible assets
The charge for the amortisation of
intangible assets increased from
€6.7 million to €7.9 million as a result of
the amortisation of intangible assets arising
on acquisitions completed during the year
ended 31 March 2008 and a full year’s
amortisation charge relating to intangible
assets acquired on acquisitions completed
in the previous year.
Profit before tax
Profit before tax of €181.7 million
increased by 14.2% on a constant
currency basis. On a reported basis the
increase was 12.3%.
Taxation
Excluding the tax charge of €1.8 million
on the net exceptional profit and a
taxation credit of €1.7 million in relation
to the amortisation of intangible assets,
the effective tax rate for the Group was
11.0%, the same as in the prior year.
Adjusted earnings per share excluding
Manor Park Homebuilders contribution
As DCC’s 49% shareholding in Manor
Park Homebuilders was disposed of
during the year ended 31 March 2008,
adjusted earnings per share excluding
the contribution from Manor Park
Homebuilders has been shown separately
to disclose the underlying earnings growth
of 15.0% achieved in DCC’s managed and
controlled subsidiaries and joint ventures.
On a constant currency basis the growth
rate was 17.4%.
The compound annual growth rate in
DCC’s adjusted earnings per share
(excluding the contribution from Manor
Park Homebuilders) over the last 15, 10
and 5 years is as follows;
15 years (i.e. since 1993)
10 years (i.e. since 1998)
5 years (i.e. since 2003)
CAGR %
15.2%
14.0%
10.2%
Table 2: Operating profit - constant currency
2008
2007
Change
H1
€’m
H2
€’m
FY
€’m
H1
€’m
H2
€’m
FY
€’m
H1
%
H2
%
FY
%
DCC Energy
14.3
62.2
76.5
11.7
47.8
59.5 +22.4% +30.1% +28.6%
DCC SerCom
12.4
28.3
40.7
10.5
22.1
32.6 +18.0% +27.9% +24.7%
DCC Healthcare
10.3
13.4
23.7
9.8
12.7
22.5
+5.9%
+5.4%
+5.6%
DCC Food & Beverage
DCC Environmental
7.0
7.2
8.3
7.2
15.3
14.4
7.3
4.6
7.8
15.1
-4.4%
+7.5%
+1.7%
5.8
10.4 +54.9% +23.8% +37.6%
Total
51.2
119.4
170.6
43.9
96.2
140.1 +16.7% +24.1% +21.8%
36
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Financial Review
(continued)
Dividend
The total dividend for the year of 56.67
cent per share represents an increase of
15% over the previous year. The dividend
is covered 2.9 times (3.2 times in 2007) by
adjusted earnings per share. Over the last
10 years DCC’s dividend has grown at a
compound annual rate of 16.6%.
Return on capital employed
The creation of shareholder value through
the delivery of consistent, long-term
returns in excess of cost of capital is
one of DCC’s core strengths. Although
marginally lower than the previous year,
DCC again achieved excellent returns on
capital employed (as detailed in Table 3),
generating a return of 38.0% excluding
intangible assets and 17.5% including
intangible assets (38.9% and 17.9%
respectively in 2007).
DCC’s return on capital employed has
remained consistently high through a
combination of good organic growth,
attractive acquisition valuations and
excellent integration synergies.
Cash flow
A summary of DCC’s cashflow is set out
in Table 4.
DCC focuses on operating cash flow
to maximise shareholder value over
the long term. Operating cash flow is
principally used to fund investment in
existing operations, complementary bolt-
on acquisitions, dividend payments and
selective share buybacks.
DCC generated cash flow from operations
of €129.0 million which was marginally
higher then the €127.4 million generated
in the prior year. Operating cash flow in the
year was held back due to an increased
investment requirement in working capital
of €84.4 million, driven by the strong
growth (36.7%) in revenue and an increase
in working capital days at 31 March 2008
to 16.4 days revenue compared to 14.0
days at 31 March 2007 as detailed in
Table 5.
DCC Energy had an increased investment
in working capital of €101.6 million as
a result of the higher price of oil. DCC
SerCom’s working capital levels, which
had been relatively high at the end of
the previous year, reduced by €20.5
million. During the year the Group received
dividends of €172.0 million from Manor Park
Homebuilders. In addition the disposal of the
Group’s 49% interest in that company gave
rise to a receipt of €8.9 million.
Including the net €84.4 million investment
in working capital referred to above,
acquisition and organic development
expenditure amounted to €351.6 million.
DCC’s ongoing acquisition programme
resulted in a number of acquisitions
being completed during the year at a
total committed cost of €179.6 million, of
which €13.0 million was deferred.
The cash impact of acquisitions in the
year was €176.6 million when payments
of deferred acquisition consideration of
€10.0 million are taken into account.
Capital expenditure was €87.6 million. Net
of fixed asset disposals the cash outflow
from capital expenditure was €79.7
million.
Balance sheet and group
financing
DCC has a strong balance sheet with total
equity of €742.4 million at 31 March 2008
and net debt at the same date of €123.7
million. Net debt as a percentage of total
equity was 16.7% compared to 14.6%
at 31 March 2007. The composition of
net debt at 31 March 2008 and 2007
is analysed in Table 6. An analysis of
DCC’s cash, debt and financial derivative
instrument balances at 31 March 2008,
including maturity periods and currency
and interest rate profiles, is set out in
Notes 27 to 30 to the financial statements.
Table 3: Return on capital employed
2008
2007
ROCE
(excl intangible assets)
ROCE
(incl intangible assets)
ROCE
(excl intangible assets)
ROCE
(incl intangible assets)
DCC Energy
DCC SerCom
DCC Healthcare
DCC Food & Beverage
DCC Environmental
Group
45.8%
24.2%
48.8%
51.2%
40.4%
38.0%
20.6%
15.3%
13.9%
18.6%
17.4%
17.5%
49.9.%
22.4%
57.3%
51.7%
38.5%
38.9%
22.7%
13.8%
15.6%
18.3%
17.9%
17.9%
Financial Review (continued)
“The total dividend for the
year of 56.67 cent per share
represents an increase of
15% over the previous year.”
DCC - ANNUAL REPORT AND ACCOUNTS 2008
37
Table 4: Summary of cash flows
Inflows
Cash generated from operations
Dividend received from associate
Proceeds on disposal of associate
Share issues (net)
Outflows
Capital expenditure (net)
Acquisitions
Share buyback
Interest and tax paid
Dividend paid
Net exceptionals
Net cash outflow
Translation adjustments and other
Net debt at start of year
2008
€’m
129.0
172.0
8.9
4.1
314.0
79.7
176.6
-
36.9
44.5
4.2
341.9
(27.9)
4.7
(100.5)
2007
€’m
127.4
-
-
6.1
133.5
16.2
105.7
18.8
19.2
36.4
4.9
(201.2)
(67.7)
(0.1)
(32.7)
Net debt at end of year
(123.7)
(100.5)
Table 5: Working capital days
Stocks
Debtors
Creditors
Share issues (net)
Table 6: Analysis of net debt
Non-current assets:
Derivative financial instruments
Current assets:
Derivative financial instruments
Cash and cash equivalents
Non-current liabilities:
Borrowings
Derivative financial instruments
Unsecured Notes due 2008 to 2019
Current liabilities:
Borrowings
Derivative financial instruments
Net debt
2008
Days
12.4
45.7
(41.7)
16.4
2007
Days
13.7
45.3
(45.0)
14.0
2008
€’m
2007
€’m
25.4
3.1
1.5
485.8
487.3
(4.5)
(43.6)
(353.6)
(401.7)
(217.5)
(17.2)
(234.7)
(123.7)
0.1
337.0
337.1
(3.1)
(45.9)
(265.5)
(314.5)
(126.0)
(0.2)
(126.2)
(100.5)
38
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Financial Review
(continued)
“Group financial risk
management is governed by
policies and guidelines which
are reviewed and approved
annually by the Board of
Directors.”
Financial risk management
Group financial risk management is
governed by policies and guidelines which
are reviewed and approved annually by
the Board of Directors. These policies and
guidelines primarily cover foreign exchange
risk, commodity price risk, credit risk,
liquidity risk and interest rate risk. The
principal objective of these policies and
guidelines is the minimisation of financial
risk at reasonable cost.
The Group does not trade in financial
instruments nor does it enter into any
leveraged derivative transactions.
DCC’s Group Treasury function centrally
manages the Group’s funding and liquidity
requirements. Divisional and subsidiary
management, in conjunction with Group
Treasury, manage foreign exchange
and commodity price exposures within
approved policies and guidelines. Further
detail in relation to the Group’s financial risk
management and its derivative financial
instrument position is contained in Note 47
to the financial statements.
Foreign exchange risk
management
DCC’s reporting currency and that in
which its share capital is denominated is
the euro. Exposures to other currencies,
principally sterling and the US dollar, arise
in the course of ordinary trading.
In the second half of the year sterling
weakened significantly and this impacted
on reported profits as approximately 60%
of the Group’s operating profit for the year
ended 31 March 2008 was denominated
in sterling. The sterling:euro exchange
rate weakened by 17.0% from 0.6795 at
31 March 2007 to 0.7953 at 31 March
2008. The average rate at which the Group
translates its UK operating profit declined
by 3.3% from 0.6797 in 2007 to 0.7021 in
2008.
That portion of the DCC’s operating profits
that are sterling denominated are offset
to a limited degree by certain natural
economic hedges that exist within the
Group, for example, a proportion of the
purchases by certain of its Irish businesses
are sterling denominated. DCC does not
hedge the remaining translation exposure
on the translation of the profits of foreign
currency subsidiaries on the basis and to
the extent that they are not intended to
be repatriated. The 3.3% reduction in the
average translation rate of sterling, referred
to above, adversely impacted the Group’s
reported operating profit by €3.4 million
(2.5%) in the year ended 31 March 2008.
DCC has investments in sterling operations
which are highly cash generative. The
Group seeks to manage the resultant
foreign currency translation risk through
borrowings denominated in or swapped
(utilising currency swaps or cross currency
interest rate swaps) into sterling, although
this hedge is offset by the strong ongoing
cash flow generated from the Group’s
sterling operations leaving DCC with a net
investment in sterling assets.
The 17% reduction in the value of sterling
against the euro during the year ended 31
March 2008, referred to above, gave rise
to a translation loss of €64.3 million on the
translation of DCC’s sterling denominated
net asset position at 31 March 2008 as
set out in the reconciliation of the Group’s
Total Equity in note 41 to the financial
statements. €16.0 million of this amount
related to DCC’s sterling denominated
intangible assets.
Where sales or purchases are invoiced
in other then the local currency and
there is not a natural hedge with other
activities within the Group, DCC generally
hedges between 50% and 90% of those
transactions for the subsequent two
months.
Financial Review (continued)
“DCC maintains a strong
balance sheet with long-
term debt funding and
cash balances with deposit
maturities up to six months”
DCC - ANNUAL REPORT AND ACCOUNTS 2008
39
Commodity price risk
management
DCC is exposed to commodity price risk
in its LPG and oil distribution businesses.
The Group generally hedges approximately
50% of its anticipated LPG commodity
price exposure for the subsequent month,
with such transactions qualifying as
‘highly probable’ forecast transactions
for IAS 39 hedge accounting purposes.
Certain customers occasionally require
fixed price oil supply contracts generally
for periods of less than six months. In
such circumstances, DCC enters into
matching forward commodity contracts,
not designated as hedges under IAS 39.
All commodity hedging counterparties are
approved by the Board.
Credit risk management
DCC transacts with a variety of high credit
rated financial institutions for the purpose
of placing deposits and entering into
derivative contracts. The Group actively
monitors its credit exposure to each
counterparty to ensure compliance with
limits approved by the Board.
Interest rate risk and debt/
liquidity management
DCC maintains a strong balance sheet
with long-term debt funding and cash
balances with deposit maturities up
to six months. In addition, the Group
maintains significant uncommitted credit
lines with its relationship banks. DCC
borrows at both fixed and floating rates
of interest. It has swapped its fixed rate
borrowings to floating interest rates, using
interest rate and cross currency interest
rate swaps which qualify for fair value
hedge accounting under IAS 39. The
Group mitigates interest rate risk on its
borrowings by matching, to the extent
possible, the maturity of its cash balances
with the interest rate reset periods on the
swaps related to its borrowings.
Summary
As the key financial performance indicators
set out in Table 7 show, the Group
performed strongly in 2008 delivering an
improvement in revenues and operating
profits and excellent returns on capital
employed. Despite total development
expenditure of €351.1 million on
working capital, capital expenditure and
acquisitions, DCC ended the year with a
conservatively geared balance sheet. This
will facilitate the Group in its development
plans, both organic and by way of
acquisitions.
Table 7: Key Financial performance indicators
Revenue growth
Operating profit growth*
Interest cover (times)
Net debt as a percentage of total equity
Working capital as a percentage of total revenue
Working capital - days
Return on capital employed
- Excluding intangible assets
- Including intangible assets
*excluding exceptionals and amortisation of intangible assets.
2008
2007
36.7%
19.3%
9.4
17.7%
15.7%
12.9
16.7%
14.6%
5.2%
16.4
4.5%
14.0
38.0%
17.5%
38.9%
17.9%
40
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Corporate Social Responsibility
Corporate social responsibility (CSR) is
embedded in DCC’s core beliefs and
values. DCC recognises its responsibilities
to all stakeholders, including shareholders,
employees, customers, suppliers and the
community at large, and is fully committed
to the management of all aspects of its
business to the highest standards in order
to fulfil these responsibilities.
Workplace
With approximately 7,000 employees
working in 16 countries within our 5
industry sectors, DCC’s employees’
knowledge, skills, experience and
commitment to excellence are of vital
importance to the success of the Group.
Indeed our decentralised model, which
affords a high degree of autonomy to our
operating subsidiaries, depends on the
strength and capability of our employees.
Training and development
We appreciate the need to ensure that
our employees’ knowledge and skill
base is constantly being developed
and challenged and we bring focus and
commitment to employee training and
development initiatives throughout the
Group.
Training focuses mainly on technical, job
specific, health & safety and leadership/
management training. In addition to
these training initiatives, there are
ongoing development programmes
for team leaders, supervisors and
managers, including residential
leadership development programmes
for those employees who display senior
management potential. DCC Group
companies also support employees
who wish to pursue further study and
development.
Communication
DCC’s subsidiaries strive to ensure
that they have excellent employee
communication processes which include
employee committees, focus groups,
newsletters and suggestion schemes.
Marketplace
Products and services
DCC’s commitment to enhancing the
lives of its stakeholders is reflected in the
design, delivery and management of its
products and services.
In the Energy division, Flogas distributes
LPG, which is a non-toxic, clean burning,
sulphur and smoke free fuel.
In the Healthcare division, the Mobility &
Rehab businesses provide rehabilitation
and physiotherapy products that assist
users in leading independent lives.
In the Food & Beverage sector, Robert
Roberts markets a range of Fairtrade
products including tea, coffee, fruit juices
and wine. Kelkin actively provides a range
of “better for you” and healthy products
under its own brand which are free
from all artificial colouring, preservatives
and flavourings. Kelkin also markets
a comprehensive range of gluten-free
products and specialist products for
diabetics.
In the Environmental sector, DCC
specialises in recycling and waste
treatment, helping to create a cleaner,
safer environment.
Recognition of excellence in financial
reporting
DCC won the Published Accounts Award
for large public companies in Ireland in
2003 and 2006. This award, organised
by the Leinster Society of Chartered
Accountants, is the premier award of
excellence in financial reporting in Ireland.
To ensure that we are deploying the most
effective and current training initiatives,
many of our businesses are part of local
training networks, such as the Irish Skillnet
programmes. These allow companies
in the same geographic area to group
together to provide a wider variety of
higher quality bespoke training courses.
We also partner with other companies
in consortium programmes, in particular
leadership programmes, providing a
significantly higher quality development
experience for employees.
Training – case study
A key initiative this year for SerCom
Solutions in Limerick is their participation
in a tailor made FÁS pilot training course
as part of the Skills for Work programme.
This led to a number of SerCom’s
employees receiving an accredited
FETAC certificate in communication and
language.
Employee Share Scheme
DCC established the DCC Sharesave
Scheme in 2000. Under the Scheme, all
employees of the Group’s subsidiaries
were invited to enter into savings contracts
for 3 and 5 year periods following which
they could exercise options to buy DCC
shares. The options were granted at
prices which represented discounts of
20% to the then market price. Over 2,000
employees joined the Scheme in 2001 and
2004. Through this Scheme a significant
percentage of employees have or will
become shareholders in DCC.
Diversity and equal opportunities
DCC recognises the strengths and
benefits of a diverse workforce and
is committed to providing equal
opportunities to all employees.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
41
Community – case study
One initiative supported by DCC’s
subsidiary, Flogas UK, is the ‘Break for
Kids’ programme. This aims to help
economically disadvantaged children to
go on adventure holidays with the Youth
Hostel Association that their families could
not otherwise afford.
As the main sponsor Flogas supports
this initiative financially and many of its
employees raise additional funds through
taking part in events such as the London
Marathon.
Legislation
The Registration, Evaluation, Authorisation
and Restriction of Chemicals (REACH)
Directive became law throughout
Europe on 1 June 2007 and its various
requirements will be implemented over
the coming years, in conjunction with
the development of the new Globally
Harmonised System of classifying and
labelling chemicals. The legislation aims
to comprehensively control all chemicals
used in the EU market. Each DCC
subsidiary has assessed the impact of
this regulation on its business and has
taken appropriate actions to ensure
compliance, including registration of use
and communication with suppliers and
downstream users.
Community
DCC subsidiaries are committed to
ensuring that the needs and interests
of the local communities in which they
operate are taken into consideration and
are sensitive to the impact their business
operations may have on neighbours.
They support local initiatives and charities
within their communities and encourage
their employees in their endeavours to
contribute in many different ways to
philanthropic initiatives.
Environment, health & safety
Environment, health & safety (‘EHS’)
management systems
All our subsidiaries operate EHS
management systems appropriate to the
nature and scale of their EHS risk profile.
Identification of hazards, assessment
of the risks and the introduction of
control measures form the basis of
these systems. Furthermore, monitoring,
measurement and review of the control
measures ensures a continuous
improvement cycle is maintained.
During the year, Enva achieved
certification to the internationally
recognised OHSAS18001 health and
safety management system standard for
its four Irish sites – in Dublin, Portlaoise,
Cork and Shannon. Within our IT division,
Sercom Solutions in Limerick has also
been certified to OHSAS 18001.
EHS review of DCC Energy
DNV, a leading provider of risk
management services, completed a
review of the existing EHS structures
and processes within DCC’s Energy
division. The independent expert appraisal
provided the opportunity for ‘fresh eyes’ to
examine the EHS management processes
and to share best practice from peer
companies. As part of the review, senior
managers at subsidiary and divisional
level were interviewed and internal EHS
documentation was examined by the DNV
team. Recommendations and suggestions
from the DNV report were principally
centred on further development of EHS
leadership, improving communication,
strengthening EHS objectives and the
ongoing promotion of a proactive safety
culture throughout the organisation. The
recommendations formed the basis for
the development of formal, high level EHS
objectives and targets for DCC Energy
subsidiaries.
42
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Report of the Directors
for the year ended 31 March 2008
The Directors of DCC plc present
their report and the audited financial
statements for the year ended 31 March
2008.
Results
The profit for the financial year
attributable to equity holders of the
Company amounted to €164.5 million as
set out in the Group Income Statement
on page 57.
Dividends
An interim dividend of 20.55 cent per
share, amounting to €16.56 million,
was paid on 7 December 2007. The
Directors recommend the payment of a
final dividend of 36.12 cent per share,
amounting to €29.19 million. Subject
to shareholders’ approval at the Annual
General Meeting on 18 July 2008, this
dividend will be paid on 24 July 2008 to
shareholders on the register on 30 May
2008. The total dividend for the year
ended 31 March 2008 amounts to 56.67
cent per share, a total of €45.75 million.
The profit attributable to equity holders
of the Company, which has been
transferred to reserves, and the dividends
paid during the year ended 31 March
2008 are shown in note 39 on page 100.
Capital and treasury shares
DCC’s authorised share capital is
152,368,568 ordinary shares of €0.25
each. At 31 March 2008, DCC had a
total of 80,815,165 ordinary shares of
€0.25 each in issue excluding treasury
shares and 7,414,239 ordinary shares of
€0.25 each held in Treasury.
The number of shares held in Treasury
at the beginning of the year (and the
maximum number held) was 7,816,256
(8.86% of the issued share capital) with a
nominal value of €1.954 million.
A total of 402,017 shares (0.46% of the
issued share capital) with a nominal value
of €0.101 million were re-issued during
the year at prices ranging from €6.22 to
€12.63 consequent to the exercise of
share options under the DCC plc 1998
Employee Share Option Scheme and the
DCC Sharesave Scheme 2001, leaving
a balance held in Treasury at 31 March
2008 of 7,414,239 shares (8.40% of the
issued share capital) with a nominal value
of €1.854 million.
At the Company’s Annual General
Meeting on 20 July 2007, the Company
was granted authority to purchase up to
8,822,940 of its own shares (10% of the
issued share capital) with a nominal value
of €2.206 million. This authority has not
been exercised and will expire on 18 July
2008, the date of the next Annual General
Meeting of the Company. A special
resolution will be proposed at the Annual
General Meeting to renew this authority.
At each Annual General Meeting, in
addition to the authority to buy back
shares referred to above, the Directors
seek authority to exercise all the powers
of the Company to allot shares up to
an aggregate amount of €7,352,400,
representing approximately one third of
the issued share capital of the Company.
The Directors also seek authority to
allot shares for cash, other than strictly
pro-rata to existing shareholdings.
This proposed authority is limited to
the allotment of shares in specific
circumstances relating to rights issues
and other issues up to approximately 5%
of the Company’s issued share capital.
Review of activities and
events since the year end
The Chairman’s Statement on pages 8
to 9, the Chief Executive’s Review on
pages 10 to 13, the Business Reviews on
pages 14 to 33 and the Financial Review
on pages 34 to 39 contain a review of
the development and performance of the
Group’s business during the year, of the
state of affairs of the business at 31 March
2008, of recent events and of likely future
developments. Information in respect of
events since the year end as required by
the Companies (Amendment) Act, 1986 is
also included in these sections.
Principal risks and
uncertainties
Under Regulation 37 of the European
Communities (Companies: Group
Accounts) Regulations 1992, as
amended, DCC is required to give a
description of the principal risks and
uncertainties facing the Group.
The principal risks and uncertainties
faced by the Group’s businesses relate
to the macro economic environment in
Ireland, Britain and Continental Europe.
The level of activity in these markets
is sensitive to economic conditions
generally, including, inter alia, economic
growth, interest rates and inflation.
As detailed throughout this Annual
Report, DCC’s businesses operate in a
diverse range of business areas. This
diversification reduces the potential
impact of industry specific risk on the
DCC Group as a whole. DCC’s largest
division, DCC Energy, operates in a
market with volatile and rising cost of
product.
The principal financial risks facing the
Group are addressed under ‘Financial
Risk Management’ in the Financial
Review on pages 34 to 39.
The Group has a comprehensive system
of risk management and internal controls
as detailed under ‘Internal Control’ in the
Corporate Governance statement on
pages 44 to 49.
Principal subsidiaries and
joint ventures
Details of the Company’s principal
operating subsidiaries and joint ventures
are set out on pages 111 to 114.
Directors
The names of the Directors and a short
biographical note on each Director
appear on pages 4 to 5.
On 30 June 2007, Alex Spain retired
from his position as Chairman and non-
executive Director. On 1 July 2007, Jim
Flavin, previously Chief Executive/Deputy
Chairman, was appointed Executive
Chairman. On 27 May 2008, Jim Flavin
resigned from his position as Executive
Chairman and Director. On the same
date, Michael Buckley was appointed
Chairman and Tommy Breen, previously
Group Managing Director, was appointed
Chief Executive.
From 2008, the Directors have decided
to adopt the practice that all Directors will
be subject to re-election at each Annual
General Meeting.
None of the retiring Directors has a
service contract with the Company or
with any member of the Group.
Details of the Directors’ interests in the
share capital of the Company are set out
in the Report on Directors’ Remuneration
and Interests on pages 50 to 53.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
43
Report of the Directors (continued)
Substantial shareholdings
The Company has been advised of the following interests in its share capital as at 4 June 2008:
No. of €0.25
Ordinary Shares
% of Issued
Share Capital
(excluding treasury
FMR LLC and FIL Limited on behalf of certain of their direct and indirect subsidiaries *
11,983,330
AIM Trimark Investments *
Bank of Ireland Asset Management Limited *
Irish Life Investment Managers*
Schroder Investment Management Limited and Schroder & Co. Limited *
shares)
14.74%
8.07%
6.59%
3.53%
3.53%
3.32%
6,559,324
5,358,998
2,871,178
2,867,244
2,700,000
Jim Flavin
* Notified as non-beneficial interests
Corporate governance
Statements by the Directors in relation
to the Company’s appliance of the
principles and compliance with the
provisions of the Combined Code on
Corporate Governance, the Group’s
system of internal control and the
adoption of the going concern basis in
preparing the financial statements are
set out in the Corporate Governance
statement on pages 44 to 49. Details
regarding the appointment and
replacement of Directors can also be
found in this statement.
Research and development
Certain Group companies carry out
development work aimed at improving
the quality, competitiveness and range
of their products. This expenditure is
not material in relation to the size of the
Group and is written off to the profit and
loss account as it is incurred.
Political contributions
There were no political contributions
which require to be disclosed under the
Electoral Act, 1997.
by the Directors on 16 May 2008. As a
consequence of the resignation of Jim
Flavin as Executive Chairman on 27 May
2008 and the appointment of Michael
Buckley as Chairman and Tommy Breen
as Chief Executive on the same date, it
was necessary to make amendments
to the Annual Report, particularly the
Chairman’s Statement and the Chief
Executive’s Review. Accordingly, the
approval date of the Group’s financial
statements by the Board of Directors has
been amended to 9 June 2008.
Auditors
The auditors, PricewaterhouseCoopers,
will continue in office in accordance with
the provisions of Section 160(2) of the
Companies Act, 1963.
Michael Buckley, Tommy Breen
Directors
9 June 2008
Accounting records
The Directors are responsible for
ensuring that proper books and
accounting records, as outlined in
Section 202 of the Companies Act,
1990, are kept by the Company.
The Directors believe that they have
complied with this requirement by
providing adequate resources to
maintain proper books and accounting
records throughout the Group including
the appointment of personnel with
appropriate qualifications, experience
and expertise. The books and
accounting records of the Company are
maintained at the Company’s registered
office, DCC House, Brewery Road,
Stillorgan, Blackrock, Co. Dublin, Ireland.
Articles of Association
Amendments to the Articles of
Association can only be effected by
special resolution of shareholders.
Statutory accounts
In the notes to the Preliminary Results for
the year ended 31 March 2008, issued
on 19 May 2008, it was stated that the
Group’s financial statements for the year
to 31 March 2008 had been approved
44
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Corporate Governance
The Board has recently evaluated the
independence of each of its non-executive
Directors. In the case of Tony Barry and
Paddy Gallagher, the Board gave due
consideration to the fact that they have
served on the Board for more than nine
years from the date of their first election.
The Board has concluded that all of the
non-executive Directors are independent of
management and free of any relationships
which could interfere with the exercise of
their independent judgment.
The Board has appointed Bernard Somers
as the Senior Independent Director. Mr.
Somers is available to shareholders who
have concerns that cannot be addressed
through the Chairman or Chief Executive.
Board procedures
There is an established procedure for
Directors to take independent professional
advice in the furtherance of their duties
if they consider this necessary. All
Directors have access to the advice and
services of the Company Secretary who
is responsible to the Board for ensuring
that Board procedures are followed and
that applicable rules and regulations are
complied with.
The Board recognises the need for
Directors, in particular new Directors, to
be aware of their legal responsibilities
as directors and, in addition, the Board
ensures that Directors are kept up to
date on the latest corporate governance
guidance and best practice. There is a
full, formal and tailored induction process
for new non-executive Directors, which
includes detailed presentations on the
Group’s operations.
Meetings
The Board holds regular meetings and
there is contact as required between
meetings in order to progress the Group’s
business. During the year, the Board held
seven meetings. Individual attendance at
these meetings is set out in the table on
page 45.
Remuneration
Details of remuneration paid to the
Directors are set out in the Report on
Directors’ Remuneration and Interests
on pages 50 to 53.
Non-executive Chairman
On his appointment as Chairman on 27
May 2008, Michael Buckley, formerly
Senior Independent Director, ceased to
be defined as independent under the
provisions of the Combined Code on
Corporate Governance.
The Fyffes case
DCC issued a statement, in a Stock
Exchange announcement on 20 May
2008, in relation to the corporate
governance aspects of the Fyffes case,
which is set out as an Appendix to this
Corporate Governance statement.
Board Committees
Audit Committee
The Audit Committee comprises three
independent non-executive Directors,
Bernard Somers (Chairman), Róisín
Brennan and Maurice Keane. The Board
has determined that Bernard Somers is
the Committee’s financial expert. Paddy
Gallagher resigned from the Committee on
13 May 2008 and was replaced by Maurice
Keane. The Committee met twice during
the year. Individual attendance at these
meetings is set out in the table on page 45.
The Chief Executive, Chief Financial Officer,
Head of Enterprise Risk Management,
Group Internal Auditor, other Directors
and executives and representatives of the
external auditors may be invited to attend all
or part of any meeting. The Committee also
meets separately with the external auditors
and with the Group Internal Auditor without
executive management present.
The role and responsibilities of the Audit
Committee are set out in its written terms
of reference, which are available on
request and on the Company’s website
www.dcc.ie, and include:
• monitoring the integrity of the financial
statements of the Company and any
formal announcements relating to the
Company’s financial performance and
reviewing significant financial reporting
judgments contained in them;
• reviewing the half-year and annual
financial statements before submission
to the Board;
This statement describes how DCC has
applied the principles set out in Section
1 of the Combined Code on Corporate
Governance (June 2006) published by the
Financial Reporting Council in the UK.
The Board of Directors
Role
The Board of DCC is responsible for the
leadership, strategic direction and overall
management of the Group and has a
formal schedule of matters specifically
reserved to it for decision, which covers
key areas of the Group’s business
including approval of the annual strategy
statement, the financial statements,
budgets (including capital expenditure),
acquisitions and dividends.
The Board has delegated responsibility for
the management of the Group to the Chief
Executive and executive management.
Certain additional matters are delegated to
Board Committees.
Composition
The Board consists of two executive
and six non-executive Directors. Brief
biographies of the Directors are set out on
pages 4 to 5.
Non-executive Directors are appointed by
the Board for an initial term of three years
and the expectation is that they will be
invited to serve a second three-year term.
The Board may also invite non-executive
Directors to serve an additional period
thereafter. The terms and conditions of
appointment of non-executive Directors
are set out in their letters of appointment,
which are available for inspection at the
Company’s registered office during normal
office hours and at the Annual General
Meeting of the Company.
Following appointment, Directors
are, in accordance with the Articles
of Association, subject to re-election
at the next Annual General Meeting.
Subsequently, at least one third of the
Directors must retire at each Annual
General Meeting and all of the Directors
are subject to re-election at least every
three years. From 2008, the Directors
have decided to adopt the practice that all
Directors will be subject to re-election at
each Annual General Meeting.
All of the Directors bring independent
judgment to bear on issues of strategy,
risk, performance, resources, key
appointments and standards.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
45
Corporate Governance (continued)
• considering and making
• reviewing the Group’s arrangements
recommendations to the Board
in relation to the appointment,
reappointment and removal of the
external auditors and approving the
audit fee and terms of engagement of
the external auditors;
• approving the remuneration of the
external auditors, whether fees for
audit or non-audit services, and
ensuring that the level of fees is
appropriate to enable an adequate
audit to be conducted;
• assessing annually the independence
and objectivity of the external auditors
and the effectiveness of the audit
process, taking into consideration
relevant professional and regulatory
requirements and the relationship
with the external auditors as a whole,
including the provision of any non-
audit services;
• reviewing the operation and the
effectiveness of the Group Internal
Audit function;
• reporting to the Board on its annual
assessment of the operation of the
Group’s system of internal control,
making any recommendations to
the Board thereon and reviewing the
Company’s statements on internal
control and risk management prior to
endorsement by the Board; and
for its employees to raise concerns, in
confidence, about possible wrongdoing
in financial reporting or other matters
and ensuring that these arrangements
allow proportionate and independent
investigation of such matters and
appropriate follow up action.
These responsibilities are discharged
through its meetings and receipt of
reports from the Risk Committee and the
Enterprise Risk Management function
(incorporating Group Internal Audit and
Group Environmental, Health and Safety).
The Committee has a process in place
to ensure that the independence of
the audit is not compromised, which
includes monitoring the nature and extent
of services provided by the external
auditors through its annual review of fees
paid to the external auditors for audit
and non-audit work. The Committee
also reviews the safeguards which the
external auditors have put in place to
ensure their objectivity and independence
in accordance with professional and
regulatory requirements.
Details of the amounts paid to the
external auditors during the year for audit
and other services are set out in note 6
on page 77.
Nomination Committee
The Nomination Committee comprises
Michael Buckley (Chairman) and two
independent non-executive Directors,
Maurice Keane and Bernard Somers. Jim
Flavin resigned from the Committee on
27 May 2008. The Committee met twice
during the year. Individual attendance
at these meetings is set out in the table
below.
The role and responsibilities of the
Nomination Committee are set out in
its written terms of reference, which
are available on request and on the
Company’s website www.dcc.ie. The
principal responsibilities of the Committee
are to keep Board renewal, structure,
size and composition under constant
review, including the skills, knowledge
and experience required.
The Committee has particular regard to
the leadership needs of the organisation,
both executive and non-executive.
Remuneration Committee
The Remuneration Committee comprises
Michael Buckley and three independent
non-executive Directors, Maurice Keane
(Chairman), Róisín Brennan and Bernard
Somers. Tony Barry resigned from the
Committee on 24 April 2008. Bernard
Somers was appointed to the Committee
on 4 June 2008. The Committee met
three times during the year. Individual
attendance at these meetings is set out
in the table below.
Attendance at Board and Committee meetings during the year ended 31 March 2008
Director
Board
Michael Buckley
Tommy Breen
Tony Barry1
Róisín Brennan
Jim Flavin2
Paddy Gallagher3
Maurice Keane3
Fergal O’Dwyer
Bernard Somers4
Alex Spain5
A
7
7
7
7
7
7
7
7
7
1
B
7
7
6
7
7
7
7
7
7
1
Audit
Committee
B
A
Nomination
Committee
B
A
Remuneration
Committee
A
B
-
-
-
2
-
2
-
-
2
-
-
-
-
2
-
2
-
-
2
-
2
-
-
-
2
-
2
-
2
-
2
-
-
-
2
-
2
-
2
-
3
-
3
3
-
-
3
-
-
-
3
-
3
3
-
-
3
-
-
-
Column A indicates the number of meetings held during the period the Director was a member of the Board and/or Committee.
Column B indicates the number of meetings attended during the period the Director was a member of the Board and/or Committee.
1 Tony Barry resigned from the Remuneration Committee on 24 April 2008.
2 Jim Flavin resigned on 27 May 2008.
3 Paddy Gallagher resigned from the Audit Committee on 13 May 2008 and was replaced by Maurice Keane.
4 Bernard Somers was appointed to the Remuneration Committee on 4 June 2008.
5 Alex Spain retired on 30 June 2007.
46
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Corporate Governance
(continued)
The role and responsibilities of the
Remuneration Committee are set out
in its written terms of reference, which
are available on request and on the
Company’s website www.dcc.ie.
These evaluations are designed to
determine whether each Director
continues to contribute effectively and
continues to demonstrate commitment
to the role.
The principal responsibilities of the
Committee are determining the policy
for the remuneration of the executive
Directors and determining their
remuneration packages, including targets
for any performance-related pay, pension
rights and compensation payments, and
the granting of share options under the
DCC plc 1998 Employee Share Option
Scheme. The Committee also monitors
the level and structure of remuneration of
other senior management.
The Chief Executive makes
recommendations to the Remuneration
Committee on remuneration for the other
executive Directors. The Remuneration
Committee is authorised to obtain
access to professional advice if deemed
desirable.
Fyffes Case Oversight Committee
On 21 August 2007, the Board
established a Committee of non-
executive Directors, comprising Michael
Buckley (Chairman), Maurice Keane
and Bernard Somers, to oversee issues
arising from the Supreme Court judgment
in the Fyffes case.
Performance evaluation
The Board undertakes a formal annual
evaluation of its own performance, that
of each of its principal committees, the
Audit, Nomination and Remuneration
committees, and that of individual
directors, using the ‘Performance
Evaluation Guidance’ set out in the Higgs
Suggestions for Good Practice.
The Chairman, on behalf of the Board,
conducts evaluations of performance
with each of the non-executive Directors
on an annual basis.
The non-executive Directors, led by
the Senior Independent Director, meet
annually without the Chairman present to
evaluate his performance, having taken
into account the views of the executive
Directors. The non-executive Directors
also evaluate the performance of each
executive Director.
The Audit, Nomination and Remuneration
committees carry out annual reviews
of their own performance and terms of
reference to ensure they are operating at
maximum effectiveness and recommend
any changes they consider necessary to
the Board for approval.
Relations with shareholders
Communications with shareholders are
given high priority and DCC has a well
established investor relations function.
The Board is kept informed of the views
of shareholders through the executive
Directors’ attendance at investor
presentations and results presentations.
Furthermore, relevant feedback from
such meetings, investor relations reports
and brokers notes are provided to the
entire Board on a regular basis.
The Company’s website www.dcc.ie
provides the full text of annual and
interim reports as well as all press
releases. It also incorporates audio and
slide show investor presentations.
The Company’s Annual General Meeting
affords shareholders the opportunity to
question the Chairman and the Board.
The chairmen of the Audit, Nomination
and Remuneration Committees are
also available to answer questions at
the Annual General Meeting. The Chief
Executive presents at the Annual General
Meeting on the Group’s business and its
performance during the prior year and
answers questions from shareholders.
Shareholders can meet with the
Chairman or the Senior Independent
Director on request.
Notice of the Annual General Meeting,
the Form of Proxy and the Annual Report
are sent to shareholders at least 20
working days before the meeting. At the
Meeting, after each resolution has been
dealt with, details are given of the level of
proxy votes cast on each resolution and
the numbers for, against and withheld.
The 2008 Annual General Meeting will
be held at 11 a.m. on 18 July 2008 at
The Four Seasons Hotel, Simmonscourt
Road, Ballsbridge, Dublin 4, Ireland.
Internal control
The Board is responsible for the
Group’s system of internal control and
for reviewing its effectiveness. Such a
system is designed to manage rather
than eliminate the risk of failure to
achieve business objectives and can
provide only reasonable and not absolute
assurance against material misstatement
or loss.
In accordance with the revised Turnbull
guidance for directors on internal control
published in October 2005, ‘Internal
Control: Revised Guidance for Directors
on the Combined Code’, the Board
confirms that there is an ongoing process
for identifying, evaluating and managing
any significant risks faced by the Group,
that it has been in place for the year
under review and up to the date of
approval of the financial statements and
that this process is regularly reviewed by
the Board.
The key risk management and internal
control procedures, which are supported
by detailed controls and processes,
include:
• skilled and experienced Group and
divisional management;
• an organisation structure with
clearly defined lines of authority and
accountability;
• a comprehensive system of financial
reporting involving budgeting, monthly
reporting and variance analysis;
• the operation of approved risk
management policies (including
treasury and IT);
• a Risk Committee, comprising Group
senior management, whose main role
is to keep under review and report to
the Audit Committee on the principal
risks facing the Group, the controls in
place to manage those risks and the
monitoring procedures;
• an independent Enterprise Risk
Management function, which
incorporates Group Internal Audit
and Group Environmental, Health and
Safety; and
DCC - ANNUAL REPORT AND ACCOUNTS 2008
47
Corporate Governance (continued)
• a formally constituted Audit
Committee which reviews the
operation of the Risk Committee and
the Enterprise Risk Management
function, liaises with the external
auditors and reviews the Group’s
internal control systems.
The Board has reviewed the
effectiveness of the Group’s system
of internal control. This review took
account of the principal business risks
facing the Group, the controls in place to
manage those risks (including financial,
operational and compliance controls and
risk management) and the procedures in
place to monitor them.
Going concern
After making enquiries, the Directors
have formed a judgment, at the time of
approving the financial statements, that
there is a reasonable expectation that
the Company and the Group as a whole
have adequate resources to continue in
operational existence for the foreseeable
future. For this reason, they continue
to adopt the going concern basis in
preparing the financial statements. The
Directors’ responsibility for preparing the
financial statements is explained on page
54 and the reporting responsibilities of
the auditors are set out in their report on
pages 55 and 56.
Compliance statement
DCC has complied, throughout the
year ended 31 March 2008, with
the provisions set out in Section 1 of
the Combined Code on Corporate
Governance, except in relation to the
appointment of the Executive Chairman
in July 2007. However, as required by the
Code, the Board consulted with major
shareholders, and also with the Irish
Association of Investment Managers, and
explained in the Corporate Governance
statement in the 2007 Annual Report
the reasons why it considered it was
appropriate and in shareholders’ best
interests that Jim Flavin be appointed
Executive Chairman on 1 July 2007.
With the appointment of Michael Buckley
as non-executive Chairman on 27 May
2008, that exception no longer exists.
The Board of DCC is committed to
maintaining the highest standards of
corporate governance.
APPENDIX - The Fyffes Case
DCC Board Review, Action and
Oversight
Over the past number of years,
the Board of DCC has kept under
continuous scrutiny the litigation which
was launched in January 2002 by Fyffes
plc against DCC, two of its subsidiaries
and Jim Flavin under Part V of the
Irish Companies Act, 1990 seeking an
account of the profit arising on the sale of
31,169,493 shares in Fyffes in February
2000 by a subsidiary of DCC.
Fyffes claimed that certain Fyffes trading
reports which had been sent to Fyffes
directors including Jim Flavin, who
was a non-executive director of Fyffes
at the time, were price sensitive. In a
judgment delivered in December 2005
the High Court concluded that the
information in the trading reports was
not price sensitive, that the involvement
in the share sales of Jim Flavin as Chief
Executive of DCC constituted a dealing
by him under Part V of the Companies
Act, 1990 and that he had not made use
of that information which the Court found
“simply had no bearing on the Share
Sales”. Only one finding of the High
Court was appealed by Fyffes, namely
its decision that the trading reports were
not price sensitive. On 27 July 2007 the
Irish Supreme Court overturned the High
Court decision on this single issue.
The Board of DCC met later that day
and, with the benefit of input from its
legal advisers, reviewed the corporate
governance implications of the Supreme
Court judgment. After a full discussion
under the Chairmanship of Michael
Buckley, DCC’s senior independent
director, of all the issues arising the
Board unanimously reaffirmed Jim Flavin
in his role as Executive Chairman. The
factors which it took into account in
reaching this decision are set out below.
Following the announcement of
the Board’s decision, DCC’s larger
shareholders were contacted to explain
the basis of the Board’s decision and
each of them was given the opportunity,
if they wished, to discuss it with Michael
Buckley.
The Board also set up a special
Oversight Committee of non-executive
directors, consisting of Michael Buckley
(Chairman), Maurice Keane and Bernard
Somers, to oversee independently
all matters arising from the Supreme
Court judgment on behalf of the Board.
As part of that role the Committee
subsequently directed the DCC input
into the discussions that ultimately led
to the settlement with Fyffes which was
announced on 14 April 2008.
Legal Background and Key Findings
The Board believes it is important
that it should set out for
shareholders the legislative context
of the High Court and Supreme
Court litigation and the findings
of the High Court judgment that
were not affected by the Supreme
Court decision, all of which it has
taken into account in its corporate
governance deliberations following
the Supreme Court decision.
Possession v Use of Information
- The Issue of Motivation
Part V of the Companies Act, 1990 was
introduced in Ireland in order to bring into
effect the provisions of Council Directive
89/592/EEC. The recitals to that Directive
make it clear that the issue with which
the Directive was concerned was the act
of improperly using or taking advantage
of inside information: -
“Whereas the factors on which such
confidence depends include the
assurance afforded to investors that
they are placed on an equal footing and
that they will be protected against the
improper use of inside information”.
“Whereas, since the acquisition or
disposal of transferable securities
necessarily involves a prior decision
to acquire or to dispose taken by the
person who undertakes one or other
of these operations, the carrying-out
of this acquisition or disposal does
not constitute in itself the use of inside
information;
Whereas insider dealing involves taking
advantage of inside information;”
48
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Corporate Governance
(continued)
or the use by any of the boards of the
corporate defendants, of the confidential
information contained in the November
and December Trading Reports. On any
view of the evidence, that information
simply had no bearing on the Share
Sales”.
Having regard to that finding, the Board
has legal advice that had the Fyffes action
been brought relying only on Council
Directive 89/592/EEC or upon the law as
it now stands in Ireland, which requires
“use” of price sensitive information as
opposed to mere possession, it would
almost certainly have failed.
The High Court also found that “the
plaintiff has failed to establish a breach of
fiduciary duty on the part of Mr Flavin”.
The Supreme Court in its judgment
recited these conclusions of the High
Court and stated “It is a tribute to the
extraordinary patience and care of
the learned trial judge that none of her
findings of primary fact are challenged on
this appeal”.
Another important factual finding of the
High Court which was not affected by
the Supreme Court judgment was as
follows: “I did not understand the Plaintiff
to assert dishonesty on the part of any of
the Defendants. In any event, I find that
dishonesty was not established on the
evidence”.
The only issue in the appeal to the
Supreme Court was whether the
information in the possession of Jim
Flavin was, in law, price sensitive at the
time of the share sales, notwithstanding
that the information had no bearing
on the share sales. In the words of the
Supreme Court “The only issue on this
appeal is the issue which was dispositive
of the claim in the High Court, namely
whether the information admittedly
available to Mr. Flavin at the time of the
share sales was in truth price sensitive”.
In the course of carrying out his duties
as Chief Executive of DCC, Jim Flavin
exercised judgment at the time of the
share sales in relation to the likely price
effect of the Fyffes November and
December 1999 trading reports. His
judgment was that the trading reports
were not price sensitive.
At the time, no other non-executive
director or executive director of Fyffes
thought that the information in the trading
reports was price sensitive. The High
Court judgment stated “There is no
objective evidence that any director or
executive of Fyffes had any concern that,
by reason of being in possession of the
information contained in the November
and December Trading Reports, Mr.
Flavin was or might have been in
possession of price-sensitive information.
The evidence strongly suggests that such
a possibility was not entertained at all”.
The Fyffes action was heard before the
Irish High Court between December 2004
and June 2005 in a hearing which lasted
for 87 days. Having heard witnesses of
fact from both DCC and Fyffes and the
opinions of several experts, the High
Court concluded in its judgment delivered
on 21 December 2005 that the trading
reports sent to Jim Flavin were not price
sensitive.
Fyffes appealed one finding of the High
Court, namely the decision that the
trading reports were not price sensitive.
In a judgment on 27 July 2007 the Irish
Supreme Court overturned the High
Court on this single issue. In doing so the
Supreme Court did not ascribe any bad
faith to DCC or Jim Flavin.
The Board respects the judgment of the
Supreme Court and acknowledges its
financial consequences as embodied in
the recent financial settlement with Fyffes.
The Directive therefore identified that
insider dealing required both possession
and improper use of price sensitive
information. However, Part V of the Irish
Companies Act, 1990 provided for a civil
liability to arise for a party who deals in
shares whilst simply in possession of
price sensitive information. Furthermore, it
did not stipulate that the party dealing or
the company whose shares were dealt in
must know or believe that the information
was price sensitive.
Part V of the Irish Companies Act, 1990
was repealed by the Investment Funds,
Companies and Miscellaneous Provisions
Act 2005 upon the enactment on 6 July
2005 of Statutory Instrument No. 342
which implemented a new EC Directive
on insider dealing (Market Abuse Directive
2003/6/EC). In contrast to the 1990 Act,
the new legislation provides that a person
“who possesses inside information shall
not use that information”.
The Irish High Court reached the
following finding, which was not appealed
to the Supreme Court, that Jim Flavin
had not “used” the information which was
later determined by the Irish Supreme
Court to be price sensitive:-
“In my view, in this case, the evidence
is not open to the interpretation that Mr.
Flavin used the information contained in
the November and December Trading
Reports which is alleged to have been
confidential and price-sensitive, the
negative information in relation to Fyffes’
trading and earnings performance in the
first quarter of financial year 2000, so as
to enable the DCC Group to exit from
Fyffes in a manner which would avoid any
share price impact which would ensue
from the disclosure of that information.
In my view, on the evidence, it is clear
that what motivated Mr. Flavin in his
involvement in the Share Sales and what
motivated the almost total exit of the
DCC Group from Fyffes in February, 2000
was the opportunity to make a substantial
profit because of the increase of the
share price on the back of worldoffruit.
com. The plaintiff has not established
any evidential nexus between the profit
which the Share Sales generated for the
DCC Group and the use by Mr. Flavin,
DCC - ANNUAL REPORT AND ACCOUNTS 2008
49
On 24 January 2002 Fyffes lodged a
legal action under Part V of the Irish
Companies Act, 1990 against DCC, two
of its subsidiaries and Jim Flavin alleging
that the trading reports for November
and December 1999 were price sensitive
and therefore that a civil liability arose
to account for the profit arising on the
sale of 31,169,493 shares in Fyffes in
February 2000.
In a judgment on 21 December 2005 the
Irish High Court concluded that the Fyffes
trading reports were not price sensitive,
that the involvement in the share sales
of Jim Flavin as Chief Executive of DCC
constituted a dealing by him under Part
V of the Companies Act, 1990 and that
he had not made use of the information
which the Court found “simply had no
bearing on the Share Sales”. Fyffes
appealed one finding of the High Court,
namely the decision that the trading
reports were not price sensitive. The
Irish Supreme Court overturned the High
Court decision on this single issue.
On 14 April 2008 a settlement was
agreed with Fyffes and counterparties
in respect of all claims, interest and
costs for an amount of €41 million. An
exceptional charge of €50 million for this
amount and DCC’s own costs has been
made in DCC’s financial statements for
the year ended 31 March 2008.
Corporate Governance (continued)
In the introductory paragraph of his
Supreme Court judgment Mr. Justice
Fennelly wrote “To trade on the use
of inside information is recognised for
what it is. It is a fraud on the market.
The insider who exploits his access to
the special knowledge he enjoys for the
purposes of the company in his capacity
as executive or director of a company
commits a crime”. The Board of course
agrees with this statement of general
principle. The finding of the High Court
that the share dealings in February 2000
did not involve the use or exploitation by
Jim Flavin of the information in the trading
reports was not appealed and was not
affected by the Supreme Court decision.
The Fyffes case was a civil action and
did not involve any allegation or finding of
dishonesty, fraud or crime. However, Mr
Justice Fennelly’s introductory statement
of general principle has been inaccurately
portrayed by some commentators in
a manner which does not fairly reflect
the true import of the High Court and
Supreme Court judgments in this
particular case.
Conclusion
The Board is satisfied that the established
facts surrounding the sales of Fyffes
shares in February 2000 fully support
its view that the share sales did not
involve any intentional wrongdoing on
the part of Jim Flavin and in essence
were an unwitting breach of civil law
under the now repealed Part V of the Irish
Companies Act, 1990.
Factual Background
Jim Flavin was a non-executive director
of Fyffes from January 1981 until his
resignation on 9 February 2000. In his
capacity as a non-executive director
he routinely received Fyffes trading
reports, including the trading reports for
November and December 1999, which
were the first two months of Fyffes’
financial year to 31 October 2000. These
reports disclosed poor trading results and
were the reports found by the Supreme
Court to be price sensitive.
The DCC Group had owned a 10%
ordinary shareholding in Fyffes, a listed
fresh produce company, since 1981 and,
following DCC’s own listing in 1994, this
shareholding had become anomalous
and it had become the DCC Group’s
objective to sell it if an opportunity
arose. On 3, 8 and 14 February 2000, in
response to unsolicited offers from two
stockbroking firms, a DCC subsidiary
sold 31,169,493 Fyffes ordinary shares
at prices of between €3.20 and €3.90
per share. The offers for the Fyffes shares
arose from what the High Court judge
described as the “very considerable
enthusiasm for dotcom stocks or stocks
with a dotcom component in January
and February, 2000”. In November
1999 Fyffes had launched a subsidiary
called worldoffruit.com. In its Chairman’s
Statement dated 31 January 2000
included in its 1999 Annual Report
Fyffes stated that worldoffruit.com
“looks set to dramatically change the
way in which fresh fruit and vegetables
are traded across the globe”. Resulting
from the exuberance for dotcom stocks
Fyffes share price rose from €1.60 on 1
December 1999 to a peak of €4.00 on
18 February 2000, notwithstanding the
fact that it was known that Fyffes’ core
banana business faced very challenging
trading conditions. For example, ABN
Amro in a research note dated 14
January 2000 commented: “Fyffes
shares have rallied strongly since the full
year results on recognition of its internet
potential - but in blatant disregard to the
recent profit warnings of its competitors
Dole, Chiquita and Del Monte Fresh
Produce”.
Arising from continued difficult trading
into February and March 2000 in its
banana business, Fyffes issued a profit
warning on 20 March 2000 at a time
when the dotcom bubble had begun to
burst and when the Fyffes share price
had already commenced a decline.
50
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Report on Directors’ Remuneration and Interests
Directors’ remuneration
Executive Directors’ remuneration
Salaries
The salaries of executive Directors
are reviewed annually on 1 January
having regard to personal performance,
Company performance and competitive
market practice. No fees are payable to
executive Directors.
Performance related annual bonuses
Performance related annual bonuses
are payable to the executive Directors
in respect of the financial year to 31
March. The maximum bonus potential,
as a percentage of basic salary, for
each executive Director is reviewed and
set annually and ranged between 75%
and 100% of basic salary for the year
ended 31 March 2008.
The performance targets, which are
reviewed annually, primarily relate to
growth in Group earnings and also to
the overall contribution and personal
performance of each executive
Director, including Group development.
Pension benefits
The Company funds pension schemes
which, for executive Directors, aim
to provide, on the basis of actuarial
advice, a pension of two thirds of
pensionable salary at normal retirement
date. Pensionable salary is calculated
as 105% of basic salary and does
not include any performance related
bonuses or benefits.
Non-Executive Directors’
remuneration
The remuneration of the non-executive
Directors is determined by the Board.
The fees paid to non-executive
Directors reflect their experience and
ability and the time demands of their
Board and Board Committee duties.
Remuneration Committee
The Remuneration Committee
comprises Michael Buckley and three
independent non-executive Directors,
Maurice Keane (Chairman), Róisín
Brennan and Bernard Somers. Tony
Barry resigned from the Committee on
24 April 2008. Bernard Somers was
appointed to the Committee on 4 June
2008.
The role and responsibilities of the
Remuneration Committee are set
out in its written terms of reference,
which are available on request and
on the Company’s website www.dcc.
ie. The principal responsibilities of
the Committee are determining the
policy for the remuneration of the
executive Directors and determining
their remuneration packages, including
targets for any performance-related
pay, pension rights and compensation
payments, and the granting of share
options under the DCC plc 1998
Employee Share Option Scheme. The
Committee also monitors the level
and structure of remuneration of other
senior management.
The Chief Executive makes
recommendations to the Remuneration
Committee on remuneration for
the other executive Directors. The
Remuneration Committee is authorised
to obtain access to professional advice
if deemed desirable.
Remuneration policy
The Company’s remuneration policy
recognises that employment and
remuneration conditions for the Group’s
senior executives must properly reward
and motivate them to perform in the best
interests of the shareholders.
In formulating remuneration policy, the
Committee has given due regard to the
provisions of the Combined Code on
Corporate Governance.
The typical elements of the remuneration
package for senior executives are basic
salary, performance related remuneration
consisting of performance related annual
bonuses and share options, pension
benefits and other taxable benefits
(principally the use of a company car).
DCC - ANNUAL REPORT AND ACCOUNTS 2008
51
Report on Directors’ Remuneration and Interests (continued)
Directors’ remuneration details
The table below sets out the details of the remuneration payable in respect of Directors who held office for any part of the financial year.
Salary and
fees1
Bonus
Benefits2
Pension
contribution3
Total
Executive Directors
Tommy Breen
Fergal O’Dwyer
Jim Flavin4
Kevin Murray5
Total for executive
Directors
Non-executive Directors
Tony Barry
Róisín Brennan
Michael Buckley
Paddy Gallagher
Maurice Keane
Bernard Somers
Alex Spain6
Total for non-executive
Directors
2008
2007
€’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000
2008
2008
2008
2008
2007
2007
2007
2007
514
347
832
-
410
329
846
90
411
240
*
-
246
198
508
-
22
21
38
-
22
21
39
5
149
116
119
-
122
110
127
30
1,096
724
989
-
800
658
1,520
125
1,693
1,675
651
952
81
87
384
389
2,809
3,103
61
69
69
64
69
79
41
57
65
62
60
65
75
153
452
537
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
61
69
69
64
69
79
41
57
65
62
60
65
75
153
452
537
10
10
3,271
3,650
Ex gratia pension to dependant of retired Director
Total
* At the meeting of the Remuneration Committee held on 24 April 2008 for the purpose of determining executive Director bonuses
for the year to 31 March 2008, Jim Flavin informed the Committee that, in light of the financial cost to DCC of the Supreme
Court decision in the Fyffes case, he did not wish to receive any bonus in respect of the year, notwithstanding his belief at the
time of the sale of the DCC Group’s 10% shareholding in Fyffes plc in February 2000 that he was acting correctly and in the best
interests of DCC and its shareholders.
Notes
1 Fees are payable only to non-executive Directors and include Board Committee fees.
2 In the case of the executive Directors, benefits relate principally to the use of a company car.
3
Executive Director pension contributions in the year ended 31 March 2008 were made to a defined benefit scheme for Tommy Breen
and Fergal O’Dwyer and to a defined contribution arrangement for Jim Flavin.
4 Jim Flavin resigned as a Director on 27 May 2008.
5 Kevin Murray resigned as a Director on 30 June 2006.
6 Alex Spain retired as a Director on 30 June 2007.
Directors’ defined benefit pensions
The table below sets out the increase in the accrued pension benefits to which executive Directors have become entitled during the year
ended 31 March 2008 and the transfer value of the increase in accrued benefit, under the Company’s defined benefit pension scheme:
Executive Directors
Tommy Breen
Fergal O’Dwyer
Total
Increase in
accrued pension
benefit (excl inflation)
during the year1
Transfer value
equivalent to the
increase in accrued
pension benefit2
Total
accrued pension
benefit at year end3
€’000
35
10
45
€’000
396
174
570
€’000
191
128
319
Notes
1 Increases are after adjustment for inflation over the year and reflect additional pensionable service and salary.
2
The transfer value equivalent to the increase in accrued pension benefit has been calculated on the basis of actuarial advice in
accordance with Actuarial Guidance Note GN11. The transfer values do not represent sums paid to or due to the Directors named, but
are the amounts that would transfer to another pension scheme in respect of the increase in accrued pension benefit during the year.
3 Figures represent the total accrued pension payable from normal retirement date, based on pensionable service at 31 March 2008.
52
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Report on Directors’ Remuneration and Interests
(continued)
Share options
DCC plc 1998 Employee Share
Option Scheme
Executive Directors and other senior
executives participate in the DCC plc
1998 Employee Share Option Scheme,
which was approved by shareholders
in 1998. The Scheme encourages
identification with shareholders’ interests
by enabling management to build, over
time, a shareholding in the Company
which is material to their net worth.
The percentage of share capital which
can be issued under the Scheme, the
phasing of the grant of options and the
limit on the value of options which may
be granted to any individual comply with
guidelines published by the institutional
investment associations. The Scheme
provides for the grant of both basic and
second tier options, in each case up to
a maximum of 5% of the Company’s
issued share capital. Basic tier options
may not normally be exercised earlier
than three years from the date of grant
and second tier options not earlier than
five years from the date of grant.
Basic tier options may normally be
exercised only if there has been growth
in the adjusted earnings per share of
the Company equivalent to the increase
in the Consumer Price Index plus 2%,
compound, per annum over a period of
at least three years following the date of
grant.
Second tier options may normally be
exercised only if the growth in the
adjusted earnings per share over a
period of at least five years is such as
would place the Company in the top
quartile of companies on the ISEQ index
in terms of comparison of growth in
adjusted earnings per share and if there
has been growth in the adjusted earnings
per share of the Company equivalent to
the increase in the Consumer Price Index
plus 10%, compound, per annum in that
period.
Directors are encouraged to hold their
options beyond the earliest exercise
date.
Details as at 31 March 2008 of the
executive Directors’ and the Company
Secretary’s options to subscribe
for shares under the DCC plc 1998
Employee Share Option Scheme are set
out in the table below.
On 19 May 2008, Tommy Breen, Fergal
O’Dwyer, Jim Flavin and the Company
Secretary, Gerard Whyte, exercised
options over 40,000 shares, 40,000
shares, 200,000 shares and 14,000
shares respectively, at prices ranging
from €8.13 to €8.19 per share.
On 20 May 2008, Tommy Breen, Fergal
O’Dwyer and the Company Secretary,
Gerard Whyte, were granted options
over 20,000 shares, 15,000 shares and
10,000 shares respectively, at a price of
€15.68 per share.
At 31
March
2007
Granted Exercised
in year
in year
Weighted
average
option
price at
March 31 March
2008
€
At 31
2008
Option price
Normal Exercise
Period
of options Market price
exercised
at date of
exercise
in year
€
€
Executive Directors
Tommy Breen
Basic tier
Second tier
205,000
190,000
40,000
-
Fergal O’Dwyer
Basic tier
Second tier
175,000
165,000
22,500
-
-
-
-
-
245,000
190,000
12.2273 June 2001 - July 2017
8.6786 June 2003 - Nov 2012
197,500
165,000
11.3413 June 2001 - July 2017
8.4366 June 2003 - Nov 2012
-
-
-
-
-
-
-
-
Jim Flavin
Basic tier
Second tier
Company Secretary
Gerard Whyte
Basic tier
Second tier
400,000
395,000
70,000
-
41,584
-
428,416
395,000
11.5616 June 2001 - July 2017
8.1063 June 2003 - Nov 2012
6.22
-
17.04
-
90,000
80,000
10,000
-
-
-
100,000
80,000
12.0466 June 2001 - July 2017
8.8716 June 2003 - Nov 2012
-
-
-
-
DCC - ANNUAL REPORT AND ACCOUNTS 2008
53
Report on Directors’ Remuneration and Interests (continued)
DCC Sharesave Scheme
The Group established the DCC Sharesave Scheme in 2000. On 15 June 2001, options were granted under the Scheme to those
Group employees, including executive Directors, who entered into associated savings contracts. The options were granted at an
option price of €8.79 per share, which represented a discount of 20% to the then market price as provided for by the rules of the
Scheme. There are no options outstanding under the June 2001 grant. On 10 December 2004, a second grant of options under
this Scheme was made to Group employees, not including executive Directors, at an option price of €12.63 per share, which
represented a discount of 20% to the then market price. These options are exercisable between December 2007 and March 2011.
At 31 March 2008, Group employees held options to subscribe for 328,679 ordinary shares under the DCC Sharesave Scheme.
Details of the executive Directors’ and the Company Secretary’s options to subscribe for shares under the DCC Sharesave Scheme
are set out below:
Executive Directors
Tommy Breen
Fergal O’Dwyer
Jim Flavin
Company Secretary
Gerard Whyte
No. of Ordinary Shares
At 31 March 2008
No. of Ordinary Shares
At 31 March 2007
-
-
-
815
-
-
-
815
The market price of DCC shares on 31 March 2008 was €14.95 and the range during the year was €14.78 to €26.48.
Additional information in relation to the DCC plc 1998 Employee Share Option Scheme and the DCC Sharesave Scheme appears in
note 10 on page 79.
Directors’ and Company Secretary’s interests
The interests of the Directors and the Company Secretary (including their respective family interests) in the share capital of DCC plc
at 4 June 2008 and 31 March 2008 (together with their interests at 31 March 2007) were:
No. of Ordinary Shares
At 4 June 20081
No. of Ordinary Shares
At 31 March 2008
No. of Ordinary Shares
At 31 March 2007
Directors
Michael Buckley
Tommy Breen
Tony Barry
Róisín Brennan
Jim Flavin2
Paddy Gallagher
Maurice Keane
Fergal O’Dwyer
Bernard Somers
Company Secretary
Gerard Whyte
10,000
254,395
17,000
-
2,700,000
5,040
5,000
254,889
1,000
10,000
214,395
17,000
-
2,500,000
5,040
5,000
214,889
1,000
10,000
213,895
17,000
-
2,458,416
5,040
5,000
214,889
-
140,544
126,544
126,544
Notes
1 On 19 May 2008, Tommy Breen, Fergal O’Dwyer, Jim Flavin and the Company Secretary, Gerard Whyte acquired additional
interests in DCC plc following the exercise of share options over 40,000 shares, 40,000 shares, 200,000 shares and 14,000
shares respectively.
2 Jim Flavin resigned as a Director on 27 May 2008.
All of the above interests were beneficially owned.
Apart from the interests disclosed above, the Directors and the Company Secretary had no interests in the share capital or loan
stock of the Company or any other Group undertaking at 31 March 2008.
The Company’s Register of Directors Interests (which is open to inspection) contains full details of Directors’ shareholdings and
share options.
Directors’ service agreements
There are no service agreements between any Director of the Company and the Company or any of its subsidiaries.
54
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Statement of Directors’ Responsibilities
The following statement, which should be
read in conjunction with the statement of
Directors’ and Auditors’ responsibilities
set out within their report on page 55,
is made with a view to distinguishing
for shareholders the respective
responsibilities of the Directors and of
the Auditors in relation to the financial
statements.
The Directors are responsible for
preparing the Annual Report and the
financial statements in accordance with
applicable law and regulations.
Company law requires the Directors
to prepare financial statements for
each financial year. Under that law the
Directors have prepared the Group and
Parent Company financial statements in
accordance with International Financial
Reporting Standards (IFRSs) as adopted
by the European Union. The financial
statements are required by law to give a
true and fair view of the state of affairs of
the Company and the Group and of the
profit or loss of the Group for that period.
In preparing these financial statements,
the Directors are required to:
• select suitable accounting policies and
then apply them consistently;
• make judgments and estimates that
are reasonable and prudent;
• state that the financial statements
comply with applicable IFRS as
adopted by the European Union; and
• prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the
Group will continue in business, in
which case there should be supporting
assumptions or qualifications as
necessary.
The Directors are also required by the
Transparency (Directive 2004/109/EC)
Regulations 2007 and the Interim
Transparency Rules of the Irish Financial
Services Regulatory Authority to include
a management report containing a fair
review of the business and a description
of the principal risks and uncertainties
facing the Company and Group.
The Directors are responsible for keeping
proper books of account that disclose
with reasonable accuracy at any time the
financial position of the Company and the
Group and to enable them to ensure that
the financial statements comply with the
Companies Acts, 1963 to 2006 and, as
regards the Group financial statements,
Article 4 of the IAS Regulation. They are
also responsible for safeguarding the
assets of the Company and the Group
and hence for taking reasonable steps for
the prevention and detection of fraud and
other irregularities.
The Directors are responsible for
the maintenance and integrity of the
website. Legislation in the Republic of
Ireland concerning the preparation and
dissemination of financial statements may
differ from legislation in other jurisdictions.
Directors’ statement pursuant to the
Transparency (Directive 2004/109/EC)
Regulations 2007
The Directors confirm that, to the best of
each person’s knowledge and belief:
• the financial statements, prepared in
accordance with IFRSs as adopted
by the European Union, give a true
and fair view of the assets, liabilities,
financial position and profit of the
Company and Group; and
• the Report of the Directors includes
a fair review of the development and
performance of the Group’s business
and the state of affairs of the business
at 31 March 2008, together with a
description of the principal risks and
uncertainties facing the Group.
On behalf of the Board
Michael Buckley, Tommy Breen, Directors
Report of the Independent Auditors
for the year ended 31 March 2008
To the Members of DCC plc
We have audited the Group and Parent
Company financial statements (the
‘financial statements’) of DCC plc for
the year ended 31 March 2008 which
comprise the Group Income Statement,
the Group and Parent Company
Balance Sheets, the Group and Parent
Company Cash Flow Statements, the
Group and Parent Company Statement
of Recognised Income and Expense
and the related notes. These financial
statements have been prepared under
the accounting policies set out therein.
Respective responsibilities of
Directors and Auditors
The Directors’ responsibilities for
preparing the Annual Report and the
financial statements in accordance with
applicable law and International Financial
Reporting Standards (IFRSs) as adopted
by the European Union, are set out in the
Statement of Directors’ Responsibilities.
Our responsibility is to audit the financial
statements in accordance with relevant
legal and regulatory requirements and
International Standards on Auditing
(UK and Ireland). This report, including
the opinion, has been prepared for and
only for the Company’s members as a
body in accordance with Section 193
of the Companies Act, 1990 and for no
other purpose. We do not, in giving this
opinion, accept or assume responsibility
for any other purpose or to any other
person to whom this report is shown
or into whose hands it may come save
where expressly agreed by our prior
consent in writing.
We report to you our opinion as to
whether the Group financial statements
give a true and fair view, in accordance
with IFRSs as adopted by the European
Union. We report to you our opinion as
to whether the Parent Company financial
statements give a true and fair view,
in accordance with IFRSs as adopted
by the European Union, as applied
in accordance with the provisions of
the Companies Acts, 1963 to 2006.
We also report to you whether the
financial statements have been properly
prepared in accordance with Irish statute
comprising the Companies Acts, 1963 to
2006 and Article 4 of the IAS Regulation.
We state whether we have obtained all
the information and explanations we
consider necessary for the purposes
of our audit, and whether the financial
statements are in agreement with the
books of account. We also report to you
our opinion as to:
• whether the Company has kept
proper books of account;
• whether the Directors’ Report
is consistent with the financial
statements; and
• whether at the balance sheet date
there existed a financial situation
which may require the Company to
convene an extraordinary general
meeting of the Company; such a
financial situation may exist if the net
assets of the Company, as stated in
the Company Balance Sheet, are not
more than half of its called-up share
capital.
We also report to you if, in our opinion,
any information specified by law or the
Listing Rules of the Irish Stock Exchange
regarding Directors’ remuneration and
Directors’ transactions is not disclosed
and, where practicable, include such
information in our report.
We review whether the Corporate
Governance statement reflects the
Company’s compliance with the nine
provisions of the Financial Reporting
Council’s 2006 Combined Code
specified for our review by the Listing
Rules of the Irish Stock Exchange, 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.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
55
We read the other information
contained in the Annual Report and
consider whether it is consistent with
the audited financial statements. The
other information comprises only
the Chairman’s Statement, the Chief
Executive’s Review, the Business
Review, Financial Review, the Corporate
Social Responsibility Statement, the
Corporate Governance Statement, the
Report on Directors’ Remuneration and
Interests and the Directors’ Report. We
consider the implications for our report
if we become aware of any apparent
misstatements or material inconsistencies
with the financial statements. Our
responsibilities do not extend to any other
information.
Basis of audit opinion
We conducted our audit in accordance
with International Standards on Auditing
(UK and Ireland) 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. It also
includes an assessment of the significant
estimates and judgments made by
the Directors in the preparation of the
financial statements, and of whether
the accounting policies are appropriate
to the Group’s and Company’s
circumstances, 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
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.
56
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Report of the Independent Auditors
for the year ended 31 March 2008 (continued)
The net assets of the Company, as stated
in the Company Balance Sheet are more
than half of the amount of its called-
up share capital and, in our opinion,
on that basis there did not exist at 31
March 2008 a financial situation which
under Section 40 (1) of the Companies
(Amendment) Act, 1983 would require
the convening of an extraordinary general
meeting of the Company.
PricewaterhouseCoopers
Chartered Accountants and
Registered Auditors
Dublin
9 June 2008
Opinion
In our opinion:
• the Group financial statements give a
true and fair view, in accordance with
IFRSs as adopted by the European
Union, of the state of the Group’s
affairs as at 31 March 2008 and of its
profit and cash flows for the year then
ended;
• the Parent Company financial
statements give a true and fair view,
in accordance with IFRSs as adopted
by the European Union as applied in
accordance with the provisions of the
Companies Acts, 1963 to 2006, of the
state of the Parent Company’s affairs
as at 31 March 2008 and cash flows
for the year then ended; and
• the financial statements have been
properly prepared in accordance with
the Companies Acts, 1963 to 2006
and Article 4 of the IAS Regulation.
We have obtained all the information
and explanations which we consider
necessary for the purposes of our audit.
In our opinion proper books of account
have been kept by the Company. The
Company Balance Sheet is in agreement
with the books of account.
In our opinion the information given in the
Directors’ Report is consistent with the
financial statements.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
57
Group Income Statement
for the year ended 31 March 2008
Revenue
Cost of sales
Gross profit
Administration expenses
Selling and distribution expenses
Other operating income
Other operating expenses
Operating profit before
amortisation of intangible assets
Amortisation of intangible assets
Operating profit
Finance costs
Finance income
Share of associates’ profit after tax
Profit before tax
Income tax expense
Note
4
5
5
4
4
12
12
14
15
2008
Pre
Exceptionals
exceptionals
€’000
(note 11)
€’000
2007
Pre
Exceptionals
Total
€’000
exceptionals
€’000
(note 11)
€’000
Total
€’000
5,531,962
(4,940,247)
591,715
(205,118)
(230,470)
14,564
(3,511)
167,180
(7,928)
159,252
(44,912)
27,120
639
142,099
(14,774)
-
-
-
-
-
94,763
(55,158)
39,605
-
39,605
-
-
-
39,605
(1,756)
5,531,962
(4,940,247)
591,715
(205,118)
(230,470)
109,327
(58,669)
4,046,118
(3,544,403)
501,715
(181,363)
(186,599)
8,212
(1,881)
206,785
(7,928)
198,857
(44,912)
27,120
639
181,704
(16,530)
140,084
(6,660)
133,424
(31,338)
20,488
14,710
137,284
(12,995)
-
-
-
-
-
33,199
(8,683)
24,516
-
24,516
-
-
-
24,516
(7,700)
4,046,118
(3,544,403)
501,715
(181,363)
(186,599)
41,411
(10,564)
164,600
(6,660)
157,940
(31,338)
20,488
14,710
161,800
(20,695)
Profit after tax for the financial year
127,325
37,849
165,174
124,289
16,816
141,105
Profit attributable to:
Equity holders of the Company
Minority interest
Earnings per ordinary share
Basic
Diluted
18
18
Michael Buckley, Tommy Breen, Directors
164,491
683
165,174
204.28c
200.31c
140,186
919
141,105
174.59c
170.83c
58
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Group Statement of Recognised Income and Expense
for the year ended 31 March 2008
Items of income and expense recognised directly within equity:
Currency translation effects
Group defined benefit pension obligations:
- actuarial (loss)/gain
- movement in deferred tax asset
Deferred tax on share based payment
Gains/(losses) relating to cash flow hedges (net)
Movement in deferred tax liability on cash flow hedges
Net (expense)/income recognised directly in equity
Profit after tax for the financial year
Note
2008
€’000
2007
€’000
32
15
15
15
(64,310)
7,430
(9,086)
1,200
25
385
(46)
(71,832)
165,174
1,576
(169)
25
(159)
22
8,725
141,105
Total recognised income and expense for the financial year
93,342
149,830
Attributable to:
Equity holders of the Company
Minority interest
Total recognised income and expense for the financial year
92,659
683
93,342
148,911
919
149,830
Group Balance Sheet
as at 31 March 2008
ASSETS
Non-current assets
Property, plant and equipment
Intangible assets
Investments in associates
Deferred income tax assets
Derivative financial instruments
Current assets
Inventories
Trade and other receivables
Derivative financial instruments
Cash and cash equivalents
Total assets
EQUITY
Capital and reserves attributable to equity holders of the Company
Equity share capital
Share premium account
Other reserves - share options
Cash flow hedge reserve
Foreign currency translation reserve
Other reserves
Retained earnings
Minority interest
Total equity
LIABILITIES
Non-current liabilities
Borrowings
Derivative financial instruments
Deferred income tax liabilities
Retirement benefit obligations
Provisions for liabilities and charges
Deferred acquisition consideration
Government grants
Current liabilities
Trade and other payables
Current income tax liabilities
Borrowings
Derivative financial instruments
Provisions for liabilities and charges
Deferred acquisition consideration
Total liabilities
Total equity and liabilities
Michael Buckley, Tommy Breen, Directors
DCC - ANNUAL REPORT AND ACCOUNTS 2008
59
Note
19
20
21
31
28
23
24
28
27
36
37
38
38
38
38
39
40
41
29
28
31
32
34
33
35
25
29
28
34
33
2008
€’000
337,058
416,883
4,678
10,199
25,347
794,165
219,752
807,433
1,523
485,840
1,514,548
2,308,713
22,057
124,687
6,651
222
(67,224)
1,400
650,871
738,664
3,771
742,435
358,119
43,558
11,706
21,851
5,399
16,155
1,941
458,729
796,902
53,895
217,546
17,206
7,964
14,036
1,107,549
1,566,278
2,308,713
2007
€’000
319,621
321,369
90,332
8,305
3,091
742,718
177,450
597,257
51
337,079
1,111,837
1,854,555
22,057
124,687
4,807
(117)
(2,914)
1,400
531,994
681,914
5,816
687,730
268,579
45,944
14,748
16,372
6,122
18,523
2,393
372,681
601,404
50,849
125,978
236
4,807
10,870
794,144
1,166,825
1,854,555
60
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Group Cash Flow Statement
for the year ended 31 March 2008
Cash generated from operations
Exceptionals
Interest paid
Income tax paid
Net cash flows from operating activities
Investing activities
Inflows
Dividends received from associates
Proceeds from disposal of property, plant and equipment
Government grants received
Proceeds on disposal of associate
Interest received
Outflows
Purchase of property, plant and equipment
Acquisition of subsidiaries
Purchase of minority interests
Deferred acquisition consideration paid
Net cash flows from investing activities
Financing activities
Inflows
Proceeds from issue of shares
Increase in finance lease liabilities
Increase in interest-bearing loans and borrowings
Outflows
Share buyback
Repayment of interest-bearing loans and borrowings
Repayment of finance lease liabilities
Dividends paid to equity holders of the Company
Dividends paid to minority interests
Net cash flows from financing activities
Change in cash and cash equivalents
Translation adjustment
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Cash and cash equivalents consists of:
Cash and short term bank deposits
Overdrafts
Note
42
35
17
40
30
27
30
30
2008
€’000
2007
€’000
129,043
(4,168)
(38,541)
(21,902)
64,432
127,421
(4,916)
(29,331)
(10,058)
83,116
172,000
7,781
92
8,880
23,560
212,313
(87,526)
(166,584)
-
(9,987)
(264,097)
(51,784)
4,060
873
202,049
206,982
-
(43,490)
(6,523)
(41,813)
(2,725)
(94,551)
112,431
125,079
(39,220)
310,187
396,046
-
44,394
-
-
20,211
64,605
(60,651)
(100,213)
(1,276)
(4,176)
(166,316)
(101,711)
6,098
3,545
56,303
65,946
(18,818)
(1,240)
(4,801)
(36,381)
(38)
(61,278)
4,668
(13,927)
4,196
319,918
310,187
485,840
(89,794)
396,046
337,079
(26,892)
310,187
Company Balance Sheet
as at 31 March 2008
ASSETS
Non-current assets
Investments in associates
Investments in subsidiary undertakings
Current assets
Trade and other receivables
Cash and cash equivalents
Total assets
EQUITY
Capital and reserves attributable to equity holders of the Company
Equity share capital
Share premium account
Other reserves
Retained earnings
Total equity
LIABILITIES
Non-current liabilities
Amounts due to subsidiary undertakings
Current liabilities
Trade and other payables
Total liabilities
Total equity and liabilities
Michael Buckley, Tommy Breen, Directors
DCC - ANNUAL REPORT AND ACCOUNTS 2008
61
Note
21
22
24
27
36
37
38
39
41
25
2008
€’000
1,244
161,065
162,309
494,630
2,664
497,294
659,603
22,057
124,687
344
230,285
377,373
10,387
10,387
271,843
271,843
282,230
659,603
2007
€’000
1,300
161,065
162,365
296,303
8
296,311
458,676
22,057
124,687
344
46,758
193,846
10,387
10,387
254,443
254,443
264,830
458,676
62
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Company Statement of Recognised Income and Expense
for the year ended 31 March 2008
Profit after tax for the financial year
Total recognised income and expense for the financial year
Attributable to:
Equity holders of the Company
Company Cash Flow Statement
for the year ended 31 March 2008
Cash generated from operations
Interest paid
Income tax (paid)/received
Net cash flows from operating activities
Investing activities
Inflows
Proceeds on disposal of associate
Interest received
Outflows
Capital contribution to subsidiary undertaking
Net cash flows from investing activities
Financing activities
Inflows
Proceeds from issue of shares
Outflows
Share buyback
Dividends paid to equity holders of the Company
Net cash flows from financing activities
Change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Note
16
2008
€’000
221,280
221,280
2007
€’000
40,303
40,303
221,280
40,303
Note
42
39
17
2008
€’000
46,156
(1,868)
(1,750)
42,538
8,880
4,991
13,871
(16,000)
(16,000)
(2,129)
4,060
4,060
-
(41,813)
(41,813)
(37,753)
2,656
8
2,664
2007
€’000
44,219
(1,199)
1,319
44,339
-
4,613
4,613
-
-
4,613
6,098
6,098
(18,818)
(36,381)
(55,199)
(49,101)
(149)
157
8
Notes to the Financial Statements
DCC - ANNUAL REPORT AND ACCOUNTS 2008
63
1. Summary of significant accounting policies
Statement of compliance
The consolidated financial statements of DCC plc have been prepared in accordance with International Financial Reporting Standards (IFRSs)
and their interpretations approved by the International Accounting Standards Board (IASB) as adopted by the European Union (EU) and those
parts of the Companies Acts, 1963 to 2006 applicable to companies reporting under IFRS. Both the Parent Company and the Group financial
statements have been prepared in accordance with IFRS as adopted by the EU. In presenting the Parent Company financial statements
together with the Group financial statements, the Company has availed of the exemption in Section 148(8) of the Companies Act 1963 not to
present its individual Income Statement and related notes that form part of the approved Company financial statements. The Company has
also availed of the exemption from filing its individual Income Statement with the Registrar of Companies as permitted by Section 7(1A) of the
Companies (Amendment) Act 1986.
Basis of preparation
The consolidated financial statements, which are presented in euro, rounded to the nearest thousand, have been prepared under the
historical cost convention, as modified by the measurement at fair value of share options and derivative financial instruments. The carrying
values of recognised assets and liabilities that are hedged are adjusted to record changes in the fair values attributable to the risks that are
being hedged.
In the current year, the Group has adopted IFRS 7 Financial Instruments: Disclosures, which is effective for annual reporting periods
beginning on or after 1 January 2007, and the consequential amendment to IAS 1 Presentation of Financial Statements - Capital
Disclosures. The impact of the adoption of IFRS 7 and the change to IAS 1 has been to expand the disclosures provided in these financial
statements regarding the Group’s financial instruments and management of capital.
The accounting policies applied in the preparation of the financial statements for the year ended 31 March 2008 are set out below. These
policies have been applied consistently by the Group’s subsidiaries, joint ventures and associates for all periods presented in these
consolidated financial statements.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. In addition, it
requires management to exercise judgment in the process of applying the Company’s accounting policies. The areas involving a high
degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are
documented in the relevant accounting policies below.
Standards, interpretations and amendments to published standards that are not yet effective
The Group has not applied certain new standards, amendments and interpretations to existing standards that have been issued but are
not yet effective. These include the following:
•
•
•
•
•
•
Amendment to IFRS 2 Share-based Payments: Vesting Conditions and Cancellations (effective date: DCC financial year beginning 1 April
2009). This amendment clarifies the accounting treatment of cancellations and vesting conditions. This amendment will have no impact on
the Group’s accounts.
IFRS 3 Revised Business Combinations (effective date: DCC financial year beginning 1 April 2010). This standard establishes principles for
how an acquirer recognises, measures and discloses in its financial statements the goodwill acquired in the business combination and the
identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree. The impact on the Group’s accounts
will be dependent on future acquisitions.
IFRS 8 Operating Segments (effective date: DCC financial year beginning 1 April 2009). IFRS 8 replaces IAS 14 and uses a ‘management
approach’ under which segment information is presented on the same basis as that used for internal reporting purposes. Whilst the
application of IFRS 8 will result in amendments to the segment information note, this amendment will not be of a recognition and
measurement nature.
Amendment to IAS 1 Presentation of Financial Statements (Revised) (effective date: DCC financial year beginning 1 April 2009). This
amendment sets overall requirements for the presentation of financial statements, guidelines for their structure and minimum requirements
for their content. IAS 1 will have an impact on the presentation of the financial statements of the Group, however, this is not expected to
be significant.
Amendment to IAS 23 Borrowing Costs (effective date: DCC financial year beginning 1 April 2009). This amendment requires an entity to
capitalise borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset, as part of the
cost of that asset. This amendment will not have a material effect on the Group’s financial statements.
Amendment to IAS 27 Consolidated and Separate Financial Statements (effective date: DCC financial year beginning 1 April 2010). The
objective of this amendment is to enhance the relevance, reliability and comparability of the information that a parent entity provides in its
separate financial statements and in its consolidated financial statements for a group of entities under its control. The introduction of this
amendment will impact on Group reporting but this is not expected to be significant.
64
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
1. Summary of significant accounting policies - continued
•
Amendment to IAS 32 Puttable Financial Instruments and Obligations Arising on Liquidation (effective date: DCC financial year beginning
1 April 2009). This amendment will have no effect on the Group’s financial statements.
•
•
•
IFRIC Interpretation 12 Service Concession Arrangements (effective date: DCC financial year beginning 1 April 2008). This interpretation
gives guidance on the accounting by operators for public-to-private service concession arrangements. This IFRIC will have no effect on
the Group’s financial statements.
IFRIC Interpretation 13 Customer Loyalty Programmes (effective date: DCC financial year beginning 1 April 2009). This interpretation gives
guidance on accounting for customer loyalty award credits. This IFRIC will not have a material effect on the Group’s financial statements.
IFRIC Interpretation 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction (effective date:
DCC financial year beginning 1 April 2008). This interpretation deals with accounting for refunds in contributions and minimum funding
requirements. This IFRIC will only be of relevance to the Group where surpluses emerge on the Group’s defined benefit pension schemes
and those surpluses are of a sufficient magnitude to warrant application of the surplus cap.
Comparative amounts
It had been DCC’s policy to allocate Group central costs against operating profit and against the share of profit after tax of associates. In
the current year, DCC has allocated all Group central costs against operating profit. For consistency, the comparative divisional operating
profit and total operating profit and share of profit after tax of associates for the year ended 31 March 2007 have been amended to reflect
the accounting approach adopted in the current year. As a result the comparative operating profit has been reduced by €2.9 million and the
Group’s share of profit after tax of associates has been increased by €2.9 million. This adjustment has no impact on the profit before tax or
earnings per share previously reported for the year ended 31 March 2007.
Basis of consolidation
Subsidiaries
Subsidiaries are entities that are directly or indirectly controlled by the Group. Control exists where the Group has the power to govern the
financial and operating policies of the entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are
currently exercisable or convertible are taken into account.
The results of subsidiary undertakings acquired or disposed of during the year are included in the Group Income Statement from the date of
their acquisition or up to the date of their disposal. Where necessary, adjustments are made to the financial statements of subsidiaries to bring
their accounting policies into line with those used by the Group.
Joint ventures
In accordance with IAS 31 Interests in Joint Ventures, the Group’s share of results and net assets of joint ventures, which are entities in which
the Group holds an interest on a long-term basis and which are jointly controlled by the Group and one or more other venturers under a
contractual arrangement, are accounted for on the basis of proportionate consolidation from the date on which the contractual agreements
stipulating joint control are finalised and are derecognised when joint control ceases. All of the Group’s joint ventures are jointly controlled
entities within the meaning of IAS 31. The Group combines its share of the joint ventures’ individual income and expenses, assets and
liabilities and cash flows on a line-by-line basis with similar items in the Group’s financial statements.
Associates
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between
20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially
recognised at cost. The Group’s investment in associates includes goodwill identified on acquisition, net of any accumulated impairment loss.
Goodwill attributable to investments in associates is treated in accordance with the accounting policy for goodwill.
The Group’s share of its associates’ post-acquisition profits or losses is recognised in the Group Income Statement, and its share of post-
acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying
amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any
other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of
the associate.
The results of associates are included from the effective date on which the Group obtains significant influence and are excluded from the
effective date on which the Group ceases to have significant influence.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised gains arising from such transactions, are eliminated in preparing the consolidated
financial statements. Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the Group’s
interest in the entity. Unrealised losses are eliminated in the same manner as unrealised gains, but only to the extent that there is no evidence
of impairment.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
65
Notes to the Financial Statements (continued)
1. Summary of significant accounting policies - continued
Revenue recognition
Revenue comprises the fair value of the sale of goods and services to external customers net of value added tax, rebates and discounts.
Revenue from the sale of goods is recognised when significant risks and rewards of ownership of the goods are transferred to the buyer,
which generally arises on delivery, or in accordance with specific terms and conditions agreed with customers. Revenue from the rendering of
services is recognised in the period in which the services are rendered.
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.
Dividend income from investments is recognised when shareholders’ rights to receive payment have been established.
Segment reporting
A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in
providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that
are different from those other segments. Arising from the Group’s internal organisational structure and its system of internal financial reporting,
segmentation by business is regarded as being the predominant source and nature of the risks and returns facing the Group and is thus the
primary segment. Geographical segmentation is the secondary segment.
Foreign currency translation
Functional and presentation currency
The consolidated financial statements are presented in euro which is the Company’s functional and the Group’s presentation currency. Items
included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in
which the entity operates.
Transactions and balances
Transactions in foreign currencies are recorded at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. Currency translation differences
on monetary assets and liabilities are taken to the Group Income Statement except when cash flow and net investment hedge accounting is
applied.
Group companies
Results and cash flows of subsidiaries, joint ventures and associates which do not have the euro as their functional currency are translated
into euro at average exchange rates for the year. Average exchange rates are a reasonable approximation of the cumulative effect of the rates
on the transaction dates. The related balance sheets are translated at the rates of exchange ruling at the balance sheet date. Adjustments
arising on translation of the results of such subsidiaries, joint ventures and associates at average rates, and on the restatement of the opening
net assets at closing rates, are dealt with in a separate translation reserve within equity, net of differences on related currency instruments
designated as hedges of such investments.
On disposal of a foreign operation, such cumulative currency translation differences are recognised in the Income Statement as part of the
overall gain or loss on disposal. In accordance with IFRS 1, cumulative currency translation differences arising prior to the transition date to
IFRS (1 April 2004) have been set to zero for the purposes of ascertaining the gain or loss on disposal of a foreign operation.
Goodwill and fair value adjustments arising on acquisition of a foreign operation are regarded as assets and liabilities of the foreign operation,
are expressed in the functional currency of the foreign operation and are recorded at the exchange rate at the date of the transaction and
subsequently retranslated at the applicable closing rates.
Exceptional items
The Group has adopted an Income Statement format which seeks to highlight significant items within the Group results for the year. Such
items may include restructuring, profit or loss on disposal or termination of operations, litigation costs and settlements, profit or loss on
disposal of investments, profit or loss on disposal of property, plant and equipment and impairment of assets. Judgment is used by the Group
in assessing the particular items, which by virtue of their scale and nature, should be disclosed in the Income Statement and related notes as
exceptional items.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is provided
on a straight-line basis at the rates stated below, which are estimated to reduce each item of property, plant and equipment to its residual
value level by the end of its useful life:
Freehold and long term leasehold buildings
Plant and machinery
Cylinders
Motor vehicles
Fixtures, fittings & office equipment
Annual Rate
2%
5 - 331/3%
62/3%
10 - 331/3%
10 - 331/3%
66
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
1. Summary of significant accounting policies - continued
Land is not depreciated. The residual values and useful lives of property, plant and equipment are reviewed, and adjusted if appropriate, at
each balance sheet date.
In accordance with IAS 36 Impairment of Assets, the carrying amounts of items of property, plant and equipment are reviewed at each
balance sheet date to determine whether there is any indication of impairment. An impairment loss is recognised whenever the carrying
amount of an asset or its cash-generating unit exceeds its recoverable amount.
Impairment losses are recognised in the Income Statement. Following the recognition of an impairment loss, the depreciation charge
applicable to the asset or cash-generating unit is adjusted prospectively in order to systematically allocate the revised carrying amount, net of
any residual value, over the remaining useful life.
Subsequent costs are included in an asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that
future economic benefits associated with the item will flow to the Group and the cost of the replaced item can be measured reliably. All other
repair and maintenance costs are charged to the Income Statement during the financial period in which they are incurred.
Borrowing costs directly attributable to the construction of property, plant and equipment are capitalised as part of the cost of those assets.
Business combinations
The purchase method of accounting is employed in accounting for the acquisition of subsidiaries by the Group. The Group elected to avail of
the exemption under IFRS 1 First-time Adoption of International Financial Reporting Standards, whereby business combinations prior to the
transition date of 1 April 2004 are not restated. IFRS 3 Business Combinations was therefore applied with effect from the transition date of 1
April 2004 and goodwill amortisation ceased from that date.
The cost of a business combination is measured as the aggregate of the fair value at the date of exchange of assets given, liabilities incurred
or assumed and equity instruments issued in exchange for control together with any directly attributable expenses. Where acquisitions involve
further payments which are deferred or contingent on levels of performance achieved in the years following the acquisition, the fair value of the
deferred component is determined through discounting the amounts payable to their present value. The discount component is unwound as
an interest charge in the Income Statement over the life of the obligation. When the initial accounting for a business combination is determined
provisionally, any adjustments to the provisional values allocated to assets and liabilities are made within twelve months of the acquisition date
and reflected as a restatement of the acquisition balance sheet.
Minority interests
The interest of minority shareholders is stated at the minority’s proportion of the fair values of the assets and liabilities recognised.
Subsequently, any losses applicable to the minority interest in excess of the minority interest are allocated against interests of the parent.
The Group applies a policy of treating transactions with minority interests as transactions with parties external to the Group. Disposals to
minority interests result in gains and losses for the Group that are recorded in the Income Statement. Purchases from minority interests result
in goodwill, being the difference between any consideration paid and the relevant share acquired of the carrying value of the net assets of the
subsidiary.
Goodwill
Goodwill arising in respect of acquisitions completed prior to 1 April 2004 (being the transition date to IFRS) is included at its carrying amount,
which equates to its net book value recorded under previous GAAP. In accordance with IFRS 1, the accounting treatment of business
combinations undertaken prior to the transition date (1 April 2004) was not reconsidered and goodwill amortisation ceased with effect from
the transition date.
Goodwill on acquisitions is initially measured at cost being the excess of the cost of the business combination over the acquirer’s interest
in the net fair value of the identifiable assets, liabilities and contingent liabilities. Goodwill acquired in a business combination is allocated,
from the acquisition date, to the cash-generating units or groups of cash-generating units that are expected to benefit from the business
combination in which the goodwill arose.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment
annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.
The carrying amount of goodwill in respect of associates, net of any impairment, is included in investments in associates under the equity
method in the Group Balance Sheet.
Goodwill is subject to impairment testing on an annual basis and at any time during the year if an indicator of impairment is considered to
exist; the goodwill impairment tests are undertaken at a consistent time in each annual period. Impairment is determined by assessing the
recoverable amount of the cash-generating unit to which the goodwill relates. Where the recoverable amount of the cash-generating unit is
less than the carrying amount, an impairment loss is recognised. Impairment losses arising in respect of goodwill are not reversed following
recognition.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
67
Notes to the Financial Statements (continued)
1. Summary of significant accounting policies - continued
Where a subsidiary is sold, any goodwill arising on acquisition, net of any impairments, is included in determining the profit or loss arising on
disposal.
Where goodwill forms part of a cash-generating unit and part of the operations within that unit are disposed of, the goodwill associated with
the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation.
Goodwill disposed of in this circumstance is measured on the basis of the relative values of the operation disposed of and the proportion of
the cash-generating unit retained.
Intangible assets (other than goodwill)
Intangible assets acquired separately are capitalised at cost. Intangible assets acquired in the course of a business combination are
capitalised at fair value being their deemed cost as at the date of acquisition.
Following initial recognition, intangible assets which have a finite life are carried at cost less any applicable accumulated amortisation and any
accumulated impairment losses. Where amortisation is charged on assets with finite lives this expense is taken to the Income Statement.
The amortisation of intangible assets is calculated to write-off the book value of intangible assets over their useful lives on a straight-line basis
on the assumption of zero residual value. In general, definite-lived intangible assets are amortised over periods ranging from two to five years,
depending on the nature of the intangible asset.
The carrying amount of definite-lived intangible assets are reviewed for indicators of impairment at each reporting date and are subject to
impairment testing when events or changes in circumstances indicate that the carrying values may not be recoverable. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership of the
asset to the lessee. All other leases are classified as operating leases.
Assets held under finance leases are capitalised as assets of the Group at the inception of the lease at the lower of the fair value of the leased
asset and the present value of the minimum lease payments. The corresponding liability to the lessor is included in the Balance Sheet as a
short, medium or long term lease obligation as appropriate. Lease payments are apportioned between finance charges and reduction of the
lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in the
Income Statement.
Rentals payable under operating leases (net of any incentives received from the lessor) are charged to the Income Statement on a straight line
basis over the term of the relevant lease.
Inventories
Inventories are valued at the lower of cost and net realisable value.
Cost is determined on a first in first out basis and in the case of raw materials, bought-in goods and expense inventories comprises purchase
price plus transport and handling costs less trade discounts and subsidies. Cost, in the case of products manufactured by the Group,
consists of direct material and labour costs together with the relevant production overheads based on normal levels of activity. Net realisable
value represents the estimated selling price less costs to completion and appropriate selling and distribution costs.
Provision is made, where necessary, for slow moving, obsolete and defective inventories.
Trade receivables
Trade and other receivables are stated at cost, which approximates to fair value given the short-dated nature of these assets less provision for
impairment.
A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all
amounts due according to the original terms of receivables. Significant financial difficulties of the debtor, probability that the debtor will enter
bankruptcy or financial reorganisation, and default in payments are considered indicators that the trade receivable is impaired. The amount of
the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows. The amount of the
provision is recognised in the Income Statement.
Trade payables
Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost, which approximates to fair value
given the short-dated nature of these liabilities.
68
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
1. Summary of significant accounting policies - continued
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and short term deposits with an original maturity of three months or less.
For the purpose of the Group Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above net of
bank overdrafts.
Derivative financial instruments
The Group uses derivative financial instruments (principally interest rate, currency and cross currency interest rate swaps and forward foreign
exchange and commodity contracts) to hedge its exposure to interest rate and foreign exchange risks and to changes in the prices of certain
commodity products arising from operational, financing and investment activities.
Derivative financial instruments are recognised on inception at fair value, being the present value of estimated future cash flows. The method
of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the
item being hedged.
Hedging
For the purposes of hedge accounting, hedges are designated either as fair value hedges (which entail hedging the exposure to movements
in the fair value of a recognised asset or liability or a firm commitment that are attributable to hedged risks) or cash flow hedges (which hedge
exposure to fluctuations in future cash flows derived from a particular risk associated with a recognised asset or liability or a highly probable
forecast transaction).
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk
management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge
inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in
fair values or cash flows of hedged items.
The fair values of various derivative instruments used for hedging purposes are disclosed in note 28 and the movements on the hedging
reserve in shareholders’ equity are shown in note 38. The full fair value of a hedging derivative is classified as a non-current asset or liability
if the remaining maturity of the hedged item is more than twelve months, and as a current asset or liability if the remaining maturity of the
hedged item is less than twelve months.
Fair value hedge
In the case of fair value hedges which satisfy the conditions for hedge accounting, any gain or loss arising from the re-measurement of the fair
value of the hedging instrument is reported in the Income Statement within ‘Finance Costs’.
In addition, any gain or loss on the hedged item which is attributable to the hedged risk is adjusted against the carrying amount of the hedged
item and reflected in the Income Statement within ‘Finance Costs’.
If a hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of the hedged item is amortised to the
Income Statement over the period to maturity.
Cash flow hedge
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability or a highly
probable forecasted transaction, the effective part of any gain or loss on the derivative financial instrument is recognised as a separate
component of equity with the ineffective portion being reported in the Income Statement. When a forecast transaction results in the
recognition of an asset or a liability, the cumulative gain or loss is removed from equity and included in the initial measurement of the asset or
liability. Otherwise, the associated gains or losses that had previously been recognised in equity are transferred to the Income Statement in the
same reporting period as the hedged transaction.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or
loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the Income
Statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately
transferred to the Income Statement.
Interest-bearing loans and borrowings
All loans and borrowings are initially recorded at fair value, net of transaction costs incurred. Loans and borrowings are subsequently stated
at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the Income
Statement over the period of the borrowings using the effective interest method.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
69
Notes to the Financial Statements (continued)
1. Summary of significant accounting policies - continued
Provisions
A provision is recognised in the Balance Sheet when the Group has a present obligation (either legal or constructive) as a result of a past
event, and it is probable that a transfer of economic benefits will be required to settle the obligation. Provisions are measured at the Directors’
best estimate of the expenditure required to settle the obligation at the balance sheet date and are discounted to present value where the
effect is material.
A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan and announced its main
provisions.
Provisions arising on business combinations are only recognised to the extent that they would have qualified for recognition in the financial
statements of the acquiree prior to the acquisition.
A contingent liability is not recognised but is disclosed where the existence of the obligation will only be confirmed by future events or where it
is not probable that an outflow of resources will be required to settle the obligation or where the amount of the obligation cannot be measured
with reasonable reliability. Contingent assets are not recognised but are disclosed where an inflow of economic benefits is probable.
Environmental provisions
The Group’s waste management and recycling activities are subject to various laws and regulations governing the protection of the
environment. Full provision is made for the net present value of the Group’s estimated costs in relation to restoration liabilities at its landfill
sites. The net present value of the estimated costs is capitalised as property, plant and equipment and the unwinding of the discount element
on the restoration provision is reflected as a finance cost in the Income Statement.
Finance costs
Finance costs comprise interest payable on borrowings calculated using the effective interest rate method, gains and losses on hedging
instruments that are recognised in the Income Statement and the unwinding of discounts on provisions. The interest expense component of
finance lease payments is recognised in the Income Statement using the effective interest rate method. The finance cost on defined benefit
pension scheme liabilities is recognised in the Income Statement in accordance with IAS 19.
Finance income
Interest income is recognised in the Income Statement as it accrues, using the effective interest method. The expected return on defined
benefit pension scheme assets is recognised in the Income Statement in accordance with IAS 19.
Income tax
Current tax
Current tax represents the expected tax payable or recoverable on the taxable profit for the year using tax rates enacted or substantively
enacted at the balance sheet date and taking into account any adjustments stemming from prior years.
Deferred tax
Deferred tax is provided using the liability method on all temporary differences at the balance sheet date which is defined as the difference
between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets and liabilities are not
subject to discounting and are measured at the tax rates that are anticipated to apply in the year in which the asset is realised or the liability is
settled.
Deferred tax liabilities are recognised for all taxable temporary differences with the exception of the following:
(i)
where the deferred tax liability arises from the initial recognition of goodwill or the initial recognition of an asset or a liability in a transaction
that is not a business combination and affects neither the accounting profit nor the taxable profit or loss at the time of the transaction; and
where, in respect of taxable temporary differences associated with investments in subsidiaries, joint ventures and associates, the timing of
the reversal of the temporary difference is subject to control by the Group and it is probable that reversal will not occur in the foreseeable
future.
(ii)
Deferred tax assets are recognised in respect of all deductible temporary differences, carry-forward of unused tax credits and unused tax
losses to the extent that it is probable that taxable profits will be available against which to offset these items except:
(i)
where the deferred tax asset arises from the initial recognition of an asset or a liability in a transaction that is not a business combination
and affects neither the accounting profit nor the taxable profit or loss at the time of the transaction; and
where, in respect of deductible temporary differences associated with investment in subsidiaries, joint ventures and associates, a deferred
tax asset is recognised only if it is probable that the deductible temporary difference will reverse in the foreseeable future and that
sufficient taxable profits will be available against which the temporary difference can be utilised.
(ii)
The carrying amounts of deferred tax assets are reviewed at each balance sheet date and are reduced to the extent that it is no longer
probable that sufficient taxable profit would be available to allow all or part of the deferred tax asset to be utilised.
70
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
1. Summary of significant accounting policies - continued
Pension and other post employment obligations
The Group operates defined contribution and defined benefit pension schemes.
The costs arising in respect of the Group’s defined contribution schemes are charged to the Income Statement in the period in which they are
incurred. The Group has no legal or constructive obligation to pay further contributions after payment of fixed contributions.
The Group operates a number of defined benefit pension schemes which require contributions to be made to separately administered funds.
The liabilities and costs associated with the Group’s defined benefit pension schemes are assessed on the basis of the projected unit credit
method by professionally qualified actuaries and are arrived at using actuarial assumptions based on market expectations at the balance
sheet date. The Group’s net obligation in respect of defined benefit pension schemes is calculated separately for each plan by estimating the
amount of future benefits that employees have earned in return for their service in the current and prior periods. That benefit is discounted to
determine its present value, and the fair value of any plan asset is deducted. Plan assets are measured at bid values.
The discount rate employed in determining the present value of the schemes’ liabilities is determined by reference to market yields at the
balance sheet date on high quality corporate bonds of a currency and term consistent with the currency and term of the associated post-
employment benefit obligations.
The net surplus or deficit arising in the Group’s defined benefit pension schemes are shown within either non-current assets or liabilities
on the face of the Group Balance Sheet. The deferred tax impact of pension scheme surpluses and deficits is disclosed separately within
deferred tax liabilities or assets as appropriate. In accordance with IAS 19 Employee Benefits the Group recognises actuarial gains and losses
immediately in the Statement of Recognised Income and Expense.
When the benefits of a defined benefit plan are improved, the portion of the increased benefit relating to past service by employees is
recognised as an expense in the Income Statement on a straight-line basis over the average period until the benefits become vested. To the
extent that the benefits vest immediately, the expense is recognised immediately in the Income Statement.
Share-based payment transactions
Employees (including Directors) of the Group receive remuneration in the form of share-based payment transactions, whereby employees
render service in exchange for shares or rights over shares.
The fair value of share entitlements granted is recognised as an employee expense in the Income Statement with a corresponding increase in
equity. The fair value at the grant date is determined using a binomial model for the DCC plc 1998 Employee Share Option Scheme and the
Black Scholes option valuation model for the DCC Sharesave Scheme.
Non-market based vesting conditions are not taken into account when estimating the fair value of entitlements as at the grant date. The
expense in the Income Statement represents the product of the total number of options anticipated to vest and the fair value of those options.
This amount is allocated on a straight-line basis over the vesting period to the Income Statement with a corresponding credit to Other
Reserves - Share Options. The cumulative charge to the Income Statement is only reversed where entitlements do not vest because non-
market performance conditions have not been met or where an employee in receipt of share entitlements relinquishes service before the end
of the vesting period.
The proceeds received by the Company on the exercise of share entitlements are credited to Share Capital (nominal value) and Share
Premium when the share entitlements are exercised. When the share-based payments give rise to the re-issue of shares from treasury shares,
the proceeds of issue are credited to shareholders equity.
The measurement requirements of IFRS 2 have been implemented in respect of share options entitlements granted after 7 November 2002. In
accordance with the standard, the disclosure requirements of IFRS 2 have been applied to all outstanding share-based payments regardless
of their grant date. The Group does not operate any cash-settled share-based payment schemes or share-based payment transactions with
cash alternatives as defined in IFRS 2.
Government grants
Grants are recognised at their fair value when there is a reasonable assurance that the grant will be received and all attaching conditions have
been complied with.
Capital grants received and receivable by the Group are credited to government grants and are amortised to the Income Statement on a
straight-line basis over the expected useful lives of the assets to which they relate.
Revenue grants are recognised as income over the periods necessary to match the grant on a systematic basis to the costs that it is intended
to compensate.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
71
Notes to the Financial Statements (continued)
1. Summary of significant accounting policies - continued
Shareholders’ equity
Treasury Shares
Where the Company purchases the Company’s equity share capital, the consideration paid is deducted from total shareholders’ equity and
classified as treasury shares until they are cancelled. Where such shares are subsequently sold or reissued, any consideration received is
included in total shareholders’ equity.
Dividends
Dividends on Ordinary Shares are recognised as a liability in the Group’s financial statements in the period in which they are approved by the
shareholders of the Company. Proposed dividends that are approved after the balance sheet date are not recognised as a liability at that
balance sheet date, but are disclosed in the dividends note.
2. Financial risk management
Financial risk factors
The Group uses derivative financial instruments (principally interest rate, currency and cross currency interest rate swaps and forward foreign
exchange and commodity contracts) to hedge certain risk exposures, as detailed below, arising from operational, financing and investment
activities. The Group does not trade in financial instruments nor does it enter into any leveraged derivative transactions.
Financial risk management within the Group is governed by policies and guidelines reviewed and approved annually by the Board of Directors.
These policies and guidelines primarily cover foreign exchange risk, commodity price risk, credit risk, liquidity risk and interest rate risk.
Monitoring of compliance with the policies and guidelines is managed by the Group Risk Management function.
The Group’s financial risks are detailed in note 47.
Fair value estimation
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. The quoted
market price used for financial assets held by the Group is the current bid price.
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using
valuation techniques. The Group uses a variety of techniques and makes assumptions that are based on market conditions existing at each
balance sheet date. Quoted market prices or dealer quotes for similar instruments are used for long-term debt. Other techniques, such as
estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. The fair value of interest rate swaps
is calculated as the present value of the estimated future cash flows. The fair value of forward foreign exchange contracts is determined using
quoted forward exchange rates at the balance sheet date.
The nominal value less impairment provision of trade receivables and payables are assumed to approximate their fair values.
3. Critical accounting estimates and judgments
The Group’s main accounting policies affecting its results of operations and financial condition are set out on pages 63 to 71. In determining
and applying accounting policies, judgment is often required in respect of items where the choice of specific policy, accounting estimate or
assumption to be followed could materially affect the reported results or net asset position of the Group should it later be determined that a
different choice would be more appropriate. Management considers the accounting estimates and assumptions discussed below to be its
critical accounting estimates:
Goodwill
The Group has capitalised goodwill of €403.3 million at 31 March 2008. Goodwill is required to be tested for impairment at least annually or
more frequently if changes in circumstances or the occurrence of events indicating potential impairment exist. The Group uses the present
value of future cash flows to determine recoverable amount. In calculating the implied fair value, management judgment is required in
forecasting cash flows of reporting units, in estimating terminal growth values and in selecting an appropriate discount rate. No impairment
resulted from the annual impairment test in 2008. Sensitivities to changes in assumptions are detailed in note 20.
Post-retirement benefits
The Group operates a number of defined benefit retirement plans. The Group’s total obligation in respect of defined benefit plans is calculated
by independent, qualified actuaries, updated at least annually and totals €89.8 million at 31 March 2008. At 31 March 2008 the Group
also has plan assets totalling €67.9 million, giving a net pension liability of €21.9 million. The size of the obligation is sensitive to actuarial
assumptions. These include demographic assumptions covering mortality and longevity, and economic assumptions covering price inflation,
benefit and salary increases together with the discount rate used. The size of the plan assets is also sensitive to asset return levels and the
level of contributions from the Group. Sensitivities to changes in assumptions are detailed in note 32.
72
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
3. Critical accounting estimates and judgments - continued
Taxation
The Group is subject to income taxes in a number of jurisdictions. Provisions for tax liabilities require management to make judgments and
estimates in relation to tax issues and exposures. Amounts provided are based on management’s interpretation of country specific tax laws
and the likelihood of settlement. Where the final tax outcome is different from the amounts that were initially recorded, such differences will
impact the current tax and deferred tax provisions in the period in which such determination is made.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the unused tax
losses and unused tax credits can be utilised. The Group estimates the most probable amount of future taxable profits, using assumptions
consistent with those employed in impairment calculations, and taking into account applicable tax legislation in the relevant jurisdiction. These
calculations require the use of estimates.
Business combinations
The Group uses the purchase method of accounting for acquisitions which requires that the assets and liabilities assumed are recorded at
their respective fair values at the date of acquisition. The application of the purchase method requires certain estimates and assumptions
particularly concerning the determination of the fair values of the acquired assets and liabilities assumed at the date of acquisition.
For intangible assets acquired, the Group bases valuations on expected future cash flows. This method employs a discounted cash flow
analysis using the present value of the estimated after-tax cash flows expected to be generated from the purchased intangible asset using risk
adjusted discount rates and revenue forecasts as appropriate. The period of expected cash flows is based on the expected useful life of the
intangible asset acquired.
Provision for impairment of trade receivables
The Group trades with a large and varied number of customers on credit terms. Some debts due will not be paid through the default of a
small number of customers. The Group uses estimates based on historical experience and current information in determining the level of
debts for which a provision for impairment is required. The level of provision required is reviewed on an ongoing basis.
Useful lives for property, plant and equipment and intangible assets
Long-lived assets comprising primarily of property, plant and equipment and intangible assets represent a significant portion of total assets.
The annual depreciation and amortisation charge depends primarily on the estimated lives of each type of asset and, in certain circumstances,
estimates of residual values. Management regularly review these useful lives and change them if necessary to reflect current conditions.
In determining these useful lives management consider technological change, patterns of consumption, physical condition and expected
economic utilisation of the assets. Changes in the useful lives can have a significant impact on the depreciation and amortisation charge for
the period.
4. Segment information
Analysis by business segment and by geography
The Group is analysed into five main business segments: DCC Energy, DCC SerCom, DCC Healthcare, DCC Food & Beverage and DCC
Environmental.
DCC Energy markets and sells liquefied petroleum gas and oil products for commercial/industrial, transport and domestic use in Britain and
Ireland. DCC Energy also includes a fuel card services business.
DCC SerCom markets and sells a broad range of IT and consumer electronic products in Britain, Ireland and Continental Europe to computer
resellers, high street retailers, computer superstores, on-line retailers and mail order companies. DCC SerCom also includes a supply chain
management business.
DCC Healthcare markets and sells medical, surgical, laboratory, intravenous pharmaceutical, rehabilitation and independent living products
to the acute care, community care and laboratory sectors in Britain and Ireland. DCC Healthcare is also a leading provider of contract
manufacturing services to the health and beauty industry in Europe.
DCC Food & Beverage markets and sells food and beverages in Ireland and wine in Britain. These include healthy foods, snackfoods, fresh
coffee and wine to a broad range of catering, convenience store, food service and multiple grocer customers. DCC Food & Beverage is also a
leading provider of frozen food distribution in Ireland.
DCC Environmental provides a broad range of waste management services to the industrial/commercial sectors in Britain and Ireland.
Intersegment revenue is not material and thus not subject to separate disclosure.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
73
Notes to the Financial Statements (continued)
4. Segment information - continued
The segment results for the year ended 31 March 2008 are as follows:
Income Statement items
DCC
Energy
€’000
DCC
SerCom
€’000
Year ended 31 March 2008
DCC
DCC Food
DCC
Healthcare
€’000
& Beverage Environmental
€’000
€’000
Unallocated
€’000
Total
€’000
Segment revenue
3,420,026
1,423,357
286,782
310,119
91,678
-
-
-
5,531,962
167,180
(7,928)
Operating profit*
Amortisation of
intangible assets
Net operating
exceptionals (note 11)
74,339
40,062
23,440
15,301
14,038
(2,389)
(2,216)
(1,586)
(986)
(751)
(4,807)
(1,260)
(665)
3,538
(1,392)
44,191
39,605
67,143
Operating profit
Finance costs
Finance income
Share of associates’ profit after tax
Profit before income tax
Income tax expense
Profit for the year
36,586
21,189
17,853
11,895
44,191
198,857
(44,912)
27,120
639
181,704
(16,530)
165,174
* Operating profit before amortisation of intangible assets and net operating exceptionals
DCC
Energy
€’000
DCC
SerCom
€’000
Year ended 31 March 2007
DCC
DCC Food
DCC
Healthcare
€’000
& Beverage
€’000
Environmental
€’000
Unallocated
€’000
Total
€’000
Segment revenue
2,247,858
1,218,047
234,276
279,471
66,466
-
-
-
4,046,118
140,084
(6,660)
Operating profit*
Amortisation of
intangible assets
Net operating
exceptionals (note 11)
59,486
32,603
22,485
15,065
10,445
(1,480)
(2,136)
(1,529)
(1,008)
(507)
(1,207)
(86)
30,339
-
-
(4,530)
24,516
56,799
Operating profit
Finance costs
Finance income
Share of associates’ profit after tax
Profit before income tax
Income tax expense
Profit for the year
30,381
51,295
14,057
9,938
(4,530)
157,940
(31,338)
20,488
14,710
161,800
(20,695)
141,105
* Operating profit before amortisation of intangible assets and net operating exceptionals
74
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
4. Segment information - continued
Balance Sheet items
DCC
Energy
€’000
DCC
SerCom
€’000
As at 31 March 2008
DCC
DCC Food
DCC
Healthcare
€’000
& Beverage Environmental
€’000
€’000
Total
€’000
Segment assets
814,025
502,010
213,207
142,596
109,288
1,781,126
Reconciliation to total assets as reported in the Group Balance Sheet
Investment in associates
Derivative financial instruments (current and non-current)
Deferred income tax assets
Cash and cash equivalents
Total assets as reported in the Group Balance Sheet
4,678
26,870
10,199
485,840
2,308,713
Segment liabilities
411,721
260,290
59,302
76,581
24,222
832,116
Reconciliation to total liabilities as reported in the Group Balance Sheet
Interest-bearing loans and borrowings (current and non-current)
Derivative financial instruments (current and non-current)
Income tax liabilities (current and deferred)
Deferred acquisition consideration (current and non-current)
Government grants
Total liabilities as reported in the Group Balance Sheet
575,665
60,764
65,601
30,191
1,941
1,566,278
DCC
Energy
€’000
DCC
SerCom
€’000
As at 31 March 2007
DCC
DCC Food
DCC
Healthcare
€’000
& Beverage
€’000
Environmental
€’000
Total
€’000
Segment assets
572,247
411,615
178,901
143,332
109,602
1,415,697
Reconciliation to total assets as reported in the Group Balance Sheet
Investment in associates
Derivative financial instruments (current and non-current)
Deferred income tax assets
Cash and cash equivalents
Total assets as reported in the Group Balance Sheet
90,332
3,142
8,305
337,079
1,854,555
Segment liabilities
320,924
162,180
49,621
74,248
21,732
628,705
Reconciliation to total liabilities as reported in the Group Balance Sheet
Interest-bearing loans and borrowings (current and non-current)
Derivative financial instruments (current and non-current)
Income tax liabilities (current and deferred)
Deferred acquisition consideration (current and non-current)
Government grants
Total liabilities as reported in the Group Balance Sheet
394,557
46,180
65,597
29,393
2,393
1,166,825
DCC - ANNUAL REPORT AND ACCOUNTS 2008
75
Notes to the Financial Statements (continued)
4. Segment information - continued
Net tangible capital employed
The denominator in the Group’s return on tangible capital employed calculations is the average of the Group’s opening and closing net
tangible capital employed. The following tables provide an analysis of the net tangible capital employed positions at 31 March 2008 and 31
March 2007.
Segment assets
Intangible assets
Deferred income tax assets
Assets employed
Segment liabilities
Income tax liabilities (current and deferred)
Government grants
Liabilities employed
DCC
Energy
€’000
814,025
(183,952)
3,368
633,441
411,721
26,473
-
438,194
DCC
SerCom
€’000
502,010
(68,207)
1,140
434,943
260,290
16,218
228
276,736
As at 31 March 2008
DCC
DCC Food
DCC
Healthcare
€’000
& Beverage Environmental
€’000
€’000
Total
€’000
213,207
(90,512)
4,076
126,771
59,302
10,579
1,022
70,903
142,596
(32,736)
1,376
111,236
76,581
4,683
-
81,264
109,288
(41,476)
239
68,051
1,781,126
(416,883)
10,199
1,374,442
24,222
7,648
691
32,561
832,116
65,601
1,941
899,658
Net tangible capital employed
195,247
158,207
55,868
29,972
35,490
474,784
Segment assets
Intangible assets
Deferred income tax assets
Assets employed
Segment liabilities
Income tax liabilities (current and deferred)
Government grants
Liabilities employed
DCC
Energy
€’000
572,247
(104,668)
2,411
469,990
320,924
19,577
-
340,501
DCC
SerCom
€’000
411,615
(59,171)
635
353,079
162,180
18,014
275
180,469
As at 31 March 2007
DCC
DCC Food
DCC
Healthcare
€’000
& Beverage
€’000
Environmental
€’000
Total
€’000
178,901
(76,105)
4,214
107,010
49,621
16,047
1,227
66,895
143,332
(35,331)
912
108,913
74,248
4,889
-
79,137
109,602
(46,094)
133
63,641
1,415,697
(321,369)
8,305
1,102,633
21,732
7,070
891
29,693
628,705
65,597
2,393
696,695
Net tangible capital employed
129,489
172,610
40,115
29,776
33,948
405,938
76
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
4. Segment information - continued
Other segment information
DCC
Energy
€’000
DCC
SerCom
€’000
Year ended 31 March 2008
DCC
DCC Food
DCC
Healthcare
€’000
& Beverage Environmental
€’000
€’000
Total
€’000
Capital expenditure
38,246
3,182
15,084
17,094
14,010
87,616
Depreciation
25,558
3,457
4,861
4,719
6,850
45,445
Intangible assets acquired
90,124
11,272
18,465
-
1,166
121,027
DCC
Energy
€’000
DCC
SerCom
€’000
Year ended 31 March 2007
DCC
DCC Food
DCC
Healthcare
€’000
& Beverage
€’000
Environmental
€’000
Total
€’000
Capital expenditure
32,827
4,807
5,760
6,943
10,822
61,159
Depreciation
22,519
2,948
5,515
3,348
5,131
39,461
Intangible assets acquired
29,516
1,473
14,232
-
33,453
78,674
Geographical analysis
The following is a geographical analysis of the segment information presented above.
Republic of Ireland
UK
Rest of the World
Total
2008
€’000
2007
€’000
2008
€’000
2007
€’000
2008
€’000
2007
€’000
2008
€’000
2007
€’000
Year ended 31 March 2008
Income Statement items
Revenue
1,112,936
1,040,456
3,982,215
2,734,464
436,811
271,198
5,531,962
4,046,118
Operating profit*
Amortisation of
intangible assets
Net operating
exceptionals
Segment result
Balance Sheet items
61,999
56,408
95,521
79,190
9,660
4,486
167,180
140,084
(3,009)
(2,284)
(4,646)
(4,103)
(273)
(273)
(7,928)
(6,660)
45,404
104,394
30,569
84,693
(5,331)
85,544
(5,066)
70,021
(468)
8,919
(987)
3,226
39,605
198,857
24,516
157,940
Segment assets
537,000
447,015
1,126,567
872,681
117,559
96,001
1,781,126
1,415,697
Segment liabilities
265,645
212,463
515,793
376,068
50,678
40,174
832,116
628,705
Other segment information
Capital expenditure
33,525
15,124
52,915
45,505
1,176
530
87,616
61,159
Depreciation
14,573
12,282
30,152
26,767
720
412
45,445
39,461
Intangible assets
acquired
8,935
16,358
110,841
58,314
1,251
4,002
121,027
78,674
* Operating profit before amortisation of intangible assets and net operating exceptionals
Notes to the Financial Statements (continued)
5. Other operating income/expenses
Other operating income and expenses comprise the following charges/(credits):
Other income
Fair value gains on non-hedge accounted derivative financial instruments
- forward foreign exchange contracts
Other operating income
Other expenses
Expensing of employee share options (note 10)
Fair value losses on undesignated derivative financial instruments
- forward foreign exchange contracts
Other operating expenses
DCC - ANNUAL REPORT AND ACCOUNTS 2008
77
2008
€’000
2007
€’000
-
(14,564)
(14,564)
(244)
(7,968)
(8,212)
1,844
1,415
495
1,172
3,511
-
466
1,881
6. Group operating profit
Group operating profit has been arrived at after charging/(crediting) the following amounts (including the Group’s share of joint ventures
accounted for on the basis of proportionate consolidation):
Provision for impairment of trade receivables
Directors’ fees and salaries
Amortisation of government grants (note 35)
Operating lease rentals
- land and buildings
- plant and machinery
- motor vehicles
Audit fees
Acquisition related due diligence and litigation support
Tax compliance and advisory services
2008
€’000
5,638
2,145
(288)
8,388
774
4,907
14,069
1,476
338
1,902
3,716
2007
€’000
4,826
2,212
(276)
6,142
594
3,082
9,818
1,256
636
1,875
3,767
7. Directors’ emoluments and interests
Directors’ emoluments and interests (which are included in operating costs) are presented in the Report on Directors’ Remuneration and
Interests on pages 50 to 53.
78
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
8. Proportionate consolidation of joint ventures
Impact on Group Income Statement
Year ended 31 March
Group share of:
Revenue
Cost of sales
Gross profit
Operating costs
Exceptional items
Amortisation of intangible assets
Operating profit
Finance income (net)
Profit before income tax
Income tax expense
Group profit for the financial year
Impact on Group Balance Sheet
As at 31 March
Group share of:
Non-current assets
Current assets
Total assets
Total equity
Non-current liabilities
Current liabilities
Total liabilities
Total equity and liabilities
Impact on Group Cash Flow Statement
Year ended 31 March
Group share of:
Net cash flow from operating activities
Net cash flow from investing activities
Net cash flow from financing activities
Net increase/(decrease) in cash and cash equivalents
Joint venture becoming a subsidiary
Cash acquired on acquisition of joint venture
Translation adjustment
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Details of the Group’s principal joint ventures are shown in the Group directory on pages 111 to 114.
2008
€’000
48,026
(31,592)
16,434
(8,874)
3,628
(157)
11,031
183
11,214
(1,960)
9,254
24,800
19,094
43,894
26,401
6,582
10,911
17,493
43,894
11,491
(7,329)
-
4,162
-
204
(569)
5,243
9,040
2007
€’000
39,116
(25,179)
13,937
(7,133)
-
-
6,804
117
6,921
(1,616)
5,305
22,636
14,043
36,679
20,687
7,300
8,692
15,992
36,679
4,139
(3,243)
(1,055)
(159)
14
3,864
-
1,524
5,243
DCC - ANNUAL REPORT AND ACCOUNTS 2008
79
Notes to the Financial Statements (continued)
9. Employment
The average weekly number of persons (including executive Directors and the Group’s share of employees of joint ventures, applying
proportionate consolidation) employed by the Group during the year analysed by class of business was:
DCC Energy
DCC SerCom
DCC Healthcare
DCC Food & Beverage
DCC Environmental
The employee benefit expenses for the above were:
Wages and salaries
Social welfare costs
Share based payment expense (note 10)
Pension costs - defined contribution plans
Pension costs - defined benefit plans (note 32)
2008
Number
2007
Number
2,392
1,513
1,183
1,044
506
6,638
2008
€’000
246,114
27,385
1,844
6,645
3,246
285,234
1,951
1,399
1,071
854
378
5,653
2007
€’000
212,271
22,257
1,415
5,603
2,781
244,327
10. Employee share options
The Group’s employee share options are equity-settled share-based payments as defined in IFRS 2 Share-based Payment. The IFRS requires
that a recognised valuation methodology be employed to determine the fair value of share options granted. The expense reported in the
Income Statement of €1.844 million (2007: €1.415 million) has been arrived at through applying the binomial model, which is a lattice option-
pricing model, for options issued under the DCC plc 1998 Employee Share Option Scheme and the Black Scholes option valuation model for
options issued under the DCC Sharesave Scheme 2001.
Impact on Income Statement
In compliance with IFRS 2 Share-based Payment, the Group has implemented the measurement requirements of the IFRS in respect of share
options that were granted after 7 November 2002 and had not vested by 1 April 2004.
The total share option expense is analysed as follows:
Date of grant
Grant
price
€
Duration of
Number of
average
Income Statement
Weighted
Expense in
vesting
period
options
granted
fair value
€
DCC plc 1998 Employee Share Option Scheme
12 November 2002
22 December 2003
18 May 2004
9 November 2004
15 December 2005
23 June 2006
23 July 2007
20 December 2007
10.38
10.70
12.75
15.65
16.70
18.05
23.35
19.50
3 and 5 years
3 and 5 years
3 and 5 years
3 and 5 years
3 and 5 years
3 years
3 years
3 years
609,500
132,000
162,500
219,500
215,000
223,500
323,000
25,000
2.81
2.76
3.42
4.15
4.52
4.54
6.35
5.22
DCC Sharesave Scheme 2001
10 December 2004
Total expense
12.63
3 and 5 years
716,010
4.67
2008
€’000
81
35
64
179
261
326
456
11
1,413
431
1,844
2007
€’000
40
76
114
208
282
245
-
-
965
450
1,415
80
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
10. Employee share options - continued
Share options
DCC plc 1998 Employee Share Option Scheme
At 31 March 2008, under the DCC plc 1998 Employee Share Option Scheme, Group employees hold basic tier options to subscribe for
2,380,216 ordinary shares and second tier options to subscribe for 1,881,912 ordinary shares. The number of shares in respect of which
basic tier and second tier options may be granted under this Scheme may not exceed 5% of the total number of shares in issue in each case.
Basic tier options may normally be exercised only if there has been growth in the adjusted earnings per share of the Company equivalent to
the increase in the Consumer Price Index plus 2%, compound, per annum over a period of at least three years following the date of grant.
Second tier options may normally be exercised only if the growth in the adjusted earnings per share over a period of at least five years is such
as would place the Company in the top quartile of companies on the ISEQ index in terms of comparison of growth in adjusted earnings per
share and if there has been growth in the adjusted earnings per share of the Company equivalent to the increase in the Consumer Price Index
plus 10%, compound, per annum in that period.
A summary of activity under the DCC plc 1998 Employee Share Option Scheme over the year is as follows:
At 1 April
Granted
Exercised
Lapsed
At 31 March
2008
2007
Average
exercise
price in €
per share
10.00
23.07
8.44
11.24
11.12
Options
4,172,712
348,000
(202,584)
(56,000)
4,262,128
Average
exercise
price in €
per share
9.47
18.05
8.06
12.00
10.00
Options
4,589,244
223,500
(479,532)
(160,500)
4,172,712
Total exercisable at 31 March
8.65
2,632,628
8.13
2,613,212
The weighted average share price at the dates of exercise for share options exercised during the year under the DCC plc 1998 Employee
Share Option Scheme was €19.39 (2007: €21.28).
The weighted average fair values assigned to options granted under the DCC plc 1998 Employee Share Option Scheme, which were
computed in accordance with the binomial valuation methodology, were as follows:
Granted during the year ended 31 March 2008
Granted during the year ended 31 March 2007
The fair values of options granted under the DCC plc 1998 Employee Share Option Scheme were determined using the following
assumptions:
Weighted average exercise price (in €)
Risk-free interest rate (%)
Dividend yield (%)
Expected volatility (%)
Expected life in years
2008
3 year
23.07
4.70
2.50
25.0
8.0
3 year
€
6.26
4.54
2007
3 year
18.05
3.90
2.50
25.0
8.0
The expected volatility is based on historic volatility over the past 8 years. The expected life is the average expected period to exercise. The
risk free rate of return is the yield on zero coupon government bonds of a term consistent with the assumed option life.
Notes to the Financial Statements (continued)
10. Employee share options - continued
Analysis of closing balance - outstanding at end of year
Date of grant
Date of expiry
26 June 1998
27 July 1998
4 August 1998
6 August 1998
10 November 1998
11 May 1999
9 November 1999
16 May 2000
21 November 2000
13 November 2001
12 November 2002
22 December 2003
18 May 2004
9 November 2004
15 December 2005
23 June 2006
23 July 2007
20 December 2007
Total outstanding at 31 March
26 June 2008
27 July 2008
4 August 2008
6 August 2008
10 November 2008
11 May 2009
9 November 2009
16 May 2010
21 November 2010
13 November 2011
12 November 2012
22 December 2013
18 May 2014
9 November 2014
15 December 2015
23 June 2016
23 July 2017
20 December 2017
Analysis of closing balance - exercisable at end of year
Date of grant
Date of expiry
26 June 1998
27 July 1998
4 August 1998
6 August 1998
10 November 1998
11 May 1999
9 November 1999
16 May 2000
21 November 2000
13 November 2001
12 November 2002
22 December 2003
18 May 2004
9 November 2004
Total exercisable at 31 March
26 June 2008
27 July 2008
4 August 2008
6 August 2008
10 November 2008
11 May 2009
9 November 2009
16 May 2010
21 November 2010
13 November 2011
12 November 2012
22 December 2013
18 May 2014
9 November 2014
DCC - ANNUAL REPORT AND ACCOUNTS 2008
81
Average
exercise
price in €
per share
8.19
8.13
7.43
7.43
6.22
-
7.00
10.65
11.25
10.25
10.38
10.70
12.75
15.65
16.70
18.05
23.35
19.50
Average
exercise
price in €
per share
8.19
8.13
7.43
7.43
6.22
-
7.00
10.65
11.25
10.25
10.38
10.70
12.75
15.65
2008
2007
Average
exercise
price in €
per share
8.19
8.13
7.43
7.43
6.22
8.75
7.00
10.65
11.25
10.25
10.38
10.70
12.75
15.65
16.70
18.05
-
-
Options
391,160
53,000
60,000
11,052
492,916
-
707,500
50,000
166,500
654,500
451,000
122,500
149,500
199,500
189,500
215,500
323,000
25,000
4,262,128
2008
2007
Average
exercise
price in €
per share
8.19
8.13
7.43
7.43
6.22
8.75
7.00
10.65
11.25
10.25
10.38
10.70
-
-
Options
391,160
53,000
60,000
11,052
492,916
-
707,500
50,000
166,500
321,000
102,500
55,000
79,500
142,500
2,632,628
Options
395,160
69,000
60,000
17,052
544,500
12,000
747,500
50,000
212,500
699,500
476,500
127,000
149,500
199,500
197,500
215,500
-
-
4,172,712
Options
395,160
69,000
60,000
17,052
544,500
12,000
747,500
50,000
212,500
341,000
107,000
57,500
-
-
2,613,212
82
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
10. Employee share options - continued
DCC Sharesave Scheme 2001
Under the DCC Sharesave Scheme 2001, Group employees hold options to subscribe for 328,679 ordinary shares. Options are granted at a
discount of 20% to the market price as provided for by the rules of the Scheme. Movements in the number of share options outstanding and
their related weighted average exercise prices are as follows:
At 1 April
Exercised
Lapsed
At 31 March
2008
2007
Average
exercise
price in €
per share
12.63
12.63
12.63
12.63
Average
exercise
price in €
per share
11.47
8.83
11.63
12.63
Options
884,988
(252,701)
(68,652)
563,635
Options
563,635
(199,433)
(35,523)
328,679
The weighted average share price at the dates of exercise for share options exercised during the year under the DCC Sharesave Scheme
2001 was €16.01 (2007: €20.10).
Analysis of closing balance – outstanding at end of year
Date of grant
Date of expiry
10 December 2004
10 December 2004
Total outstanding at 31 March
1 March 2009
1 March 2011
2008
2007
Average
exercise
price in €
per share
12.63
12.63
Average
exercise
price in €
per share
12.63
12.63
Options
86,891
241,788
328,679
Analysis of closing balance - exercisable at end of year
As at 31 March 2008, 86,891 (2007: none) of the outstanding options under the DCC Sharesave Scheme 2001 were exercisable.
11. Exceptionals
Profit on disposal of Manor Park Homebuilders
Costs of legal actions with Fyffes plc
Restructuring costs and other
Profit on disposal of property, plant and equipment
Net operating exceptionals
Taxation
Net operating exceptionals after tax
2008
€’000
94,763
(50,000)
(5,158)
-
39,605
(1,756)
37,849
Options
295,656
267,979
563,635
2007
€’000
-
(3,019)
(5,664)
33,199
24,516
(7,700)
16,816
The Group had a net exceptional profit before tax of €39.605 million in the year ended 31 March 2008.
A profit of €85.763 million arose from a dividend received from Manor Park Homebuilders Limited and a further profit of €9.0 million arose on
the subsequent disposal of the Group’s 49% interest in that company.
A charge of €50.0 million was incurred in respect of the settlement of the Fyffes action and associated costs.
The Group incurred other net exceptional restructuring, legal and related costs of €5.158 million.
The tax charge relating to the net exceptional profit was €1.756 million.
Notes to the Financial Statements (continued)
12. Finance costs and finance income
repayable within 5 years, not by instalments
repayable within 5 years, by instalments
repayable wholly or partly in more than 5 years
Finance costs
On bank loans, overdrafts and Unsecured Notes due 2008 to 2019
-
-
-
On loan notes
-
On finance leases
Other interest
repayable within 5 years, not by instalments
Other finance costs:
Interest on defined benefit pension scheme liabilities
Unwinding of discount applicable to deferred acquisition consideration
Mark-to-market of swaps and related debt
-
-
-
-
-
interest rate swaps designated as fair value hedges*
cross currency interest rate swaps designated as fair value hedges*
adjusted hedged fixed rate debt*
currency swaps not designated as hedges
interest rate swaps not designated as hedges
Finance income
Interest on cash and term deposits
Other income receivable
Expected return on defined benefit pension scheme assets
DCC - ANNUAL REPORT AND ACCOUNTS 2008
83
2008
€’000
2007
€’000
(18,880)
(72)
(19,727)
(3)
(532)
(547)
(39,761)
(4,405)
(648)
15,056
18,140
(9,043)
(24,301)
50
(44,912)
21,886
245
4,989
27,120
(16,016)
(37)
(9,082)
(282)
(640)
(416)
(26,473)
(4,026)
(439)
1,840
(11,360)
24,365
(15,287)
42
(31,338)
14,235
1,797
4,456
20,488
Net finance cost
(17,792)
(10,850)
No material level of ineffectiveness has been recorded in the Income Statement for the years ended 31 March 2008 and 31 March 2007 in
relation to cash flow hedges and fair value hedges.
*
The Group applies fair value hedge accounting under IAS 39 in relation to fixed rate debt and related interest rate and cross currency
interest rate swaps.
13. Foreign currency
The exchange rates used in translating sterling Balance Sheets and Income Statement amounts were as follows:
Balance Sheet (closing rate)
Income Statement (average rate)
2008
€1=Stg£
2007
€1=Stg£
0.795
0.702
0.680
0.680
14. Share of associates’ profit after tax
The Group’s share of associates’ profit after tax is equity-accounted and is presented as a single line item in the Group Income Statement.
The profit after tax generated by the Group’s associates is analysed as follows:
Group share of:
Revenue
Profit before finance costs
Finance income (net)
Profit before income tax
Income tax expense
Profit after tax
2008
€’000
2007
€’000
14,609
33,363
1,041
2
1,043
(404)
639
16,403
949
17,352
(2,642)
14,710
84
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
15. Income tax expense
(i) Income tax expense recognised in the Income Statement
Current taxation
Irish corporation tax at 12.5%
Less manufacturing relief
Tax on net exceptionals (note 11)
United Kingdom corporation tax at 30%
Other overseas tax
Total current taxation
Deferred tax
Irish at 12.5%
United Kingdom at 28% (2007: 30%)
Other overseas deferred tax
(Over)/under provision in respect of prior years
Total deferred tax credit
2008
€’000
2007
€’000
10,859
(251)
1,756
6,973
2,708
22,045
(2,080)
(444)
(91)
(2,900)
(5,515)
8,010
(310)
7,700
4,822
3,241
23,463
242
(3,207)
-
197
(2,768)
Total income tax expense
16,530
20,695
(ii) Deferred tax (asset)/liability recognised directly in Equity
Defined benefit pension obligations
Share based payments
Cash flow hedges
(iii) Reconciliation of effective tax rate
Profit on ordinary activities before taxation
Share of associates’ profit after tax
Amortisation of intangible assets
Total income tax expense
Deferred tax attaching to amortisation of intangible assets
Taxation as a percentage of profit before share of associates’ profit after tax,
amortisation of intangible assets and net exceptionals
Impact of net exceptionals
Taxation as a percentage of profit before share of associates’ profit after tax
and amortisation of intangible assets
The following table relates the applicable Republic of Ireland statutory tax rate to the effective tax rate of the Group:
Irish corporation tax rate
Manufacturing relief
Effect of earnings taxed at different rates and other
(iv) Factors that may affect future tax rates and other disclosures
The standard rate of corporation tax in Ireland is 12.5%.
2008
€’000
(1,200)
(25)
46
(1,179)
2008
€’000
181,704
(639)
7,928
188,993
16,530
1,659
18,189
2007
€’000
169
(25)
(22)
122
2007
€’000
161,800
(14,710)
6,660
153,750
20,695
1,541
22,236
11.0%
(1.4%)
11.2%
3.3%
9.6%
14.5%
2008
%
12.5
(0.1)
(2.8)
9.6
2007
%
12.5
(0.2)
2.2
14.5
The standard rate of corporation tax in the United Kingdom is scheduled to decrease from 30% to 28% with effect from 1 April 2008.
No provision for tax has been recognised in respect of the unremitted earnings of subsidiaries as there is no commitment to remit earnings.
Similarly, no deferred tax assets or liabilities have been recognised in respect of temporary differences associated with investments in subsidiaries.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
85
Notes to the Financial Statements (continued)
16. Profit attributable to DCC plc
Profit after taxation for the year attributable to equity shareholders amounting to €221.280 million (2007: €40.303 million) has been accounted
for in the financial statements of the Company. In accordance with Section 148(8) of the Companies Act 1963, the Company is availing of the
exemption from presenting its individual Income Statement to the Annual General Meeting. The Company has also availed of the exemption from
filing its individual Income Statement with the Registrar of Companies as permitted by Section 7(1A) of the Companies (Amendment) Act 1986.
17. Dividends
Dividends paid and proposed per Ordinary Share are as follows:
Final - paid 31.41 cent per share on 26 July 2007
(2007: paid 27.31 cent per share on 14 July 2006)
Interim - paid 20.55 cent per share on 7 December 2007
(2007: paid 17.87 cent per share on 8 December 2006)
2008
€’000
2007
€’000
25,258
22,044
16,555
14,337
41,813
36,381
The Directors are proposing a final dividend in respect of the year ended 31 March 2008 of 36.12 cent per ordinary share (€29.190 million).
This proposed dividend is subject to approval by the shareholders at the Annual General Meeting.
18. Earnings per ordinary share
Profit attributable to equity holders of the Company
Amortisation of intangible assets after tax
Exceptionals after tax (note 11)
Adjusted profit after taxation and minority interests
Basic earnings per ordinary share
Basic earnings per ordinary share
Amortisation of intangible assets after tax
Exceptionals after tax
Adjusted basic earnings per ordinary share
2008
€’000
164,491
6,269
(37,849)
132,911
2008
cent
204.28c
7.79c
(47.01c)
165.06c
2007
€’000
140,186
5,119
(16,816)
128,489
2007
cent
174.59c
6.37c
(20.94c)
160.02c
Weighted average number of ordinary shares in issue (thousands)
80,522
80,294
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number
of ordinary shares in issue during the year, excluding ordinary shares purchased by the Company and held as treasury shares. The adjusted
figures for basic earnings per ordinary share are intended to demonstrate the results of the Group after eliminating the impact of amortisation
of intangible assets and net exceptionals.
Diluted earnings per ordinary share
Diluted earnings per ordinary share
Amortisation of intangible assets after tax
Exceptionals after tax
Adjusted diluted earnings per ordinary share
2008
cent
200.31c
7.63c
(46.09c)
161.85c
2007
cent
170.83c
6.24c
(20.49c)
156.58c
Weighted average number of ordinary shares in issue (thousands)
82,119
82,061
The earnings used for the purpose of the diluted earnings per share calculations were €164.491 million (2007: €140.186 million) and
€132.911 million (2007: €128.489 million) for the purposes of the adjusted diluted earnings per share calculations.
The weighted average number of ordinary shares used in calculating the diluted earnings per share for the year ended 31 March 2008 was
82.119 million (2007: 82.061 million). A reconciliation of the weighted average number of ordinary shares used for the purposes of calculating
the diluted earnings per share amounts is as follows:
Weighted average number of ordinary shares in issue
Dilutive effect of options and partly paid shares
Weighted average number of ordinary shares for diluted earnings per share
2008
‘000
80,522
1,597
82,119
2007
‘000
80,294
1,767
82,061
86
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
18. Earnings per ordinary share - continued
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all
dilutive potential ordinary shares. Share options are the Company’s only category of dilutive potential ordinary shares.
Employee share options, which are performance-based, are treated as contingently issuable shares because their issue is contingent upon
satisfaction of specified performance conditions in addition to the passage of time. These contingently issuable shares are excluded from the
computation of diluted earnings per ordinary share where the conditions governing exercisability have not been satisfied as at the end of the
reporting period.
The adjusted figures for diluted earnings per ordinary share are intended to demonstrate the results of the Group after eliminating the impact
of amortisation of intangible assets and net exceptionals.
19. Property, plant and equipment
Group
Year ended 31 March 2008
Opening net book amount
Exchange differences
Acquisition of subsidiaries (note 46)
Additions
Disposals
Depreciation charge
Reclassifications
Closing net book amount
At 31 March 2008
Cost
Accumulated depreciation
Net book amount
Year ended 31 March 2007
Opening net book amount
Exchange differences
Acquisition of subsidiaries (note 46)
Additions
Disposals
Depreciation charge
Reclassifications
Closing net book amount
At 31 March 2007
Cost
Accumulated depreciation
Net book amount
Plant &
Fixtures &
fittings &
Land &
machinery
office
buildings
€’000
& cylinders
€’000
equipment
€’000
Motor
vehicles
€’000
106,002
(9,337)
6,599
24,640
(2,861)
(2,189)
(3)
122,851
126,283
(14,693)
3,072
32,530
(1,887)
(21,584)
1,477
125,198
34,186
(3,807)
998
11,148
(142)
(8,788)
-
33,595
53,150
(5,997)
5,461
19,298
(2,140)
(12,884)
(1,474)
55,414
Total
€’000
319,621
(33,834)
16,130
87,616
(7,030)
(45,445)
-
337,058
139,419
(16,568)
122,851
324,381
(199,183)
125,198
85,162
(51,567)
33,595
115,601
(60,187)
55,414
664,563
(327,505)
337,058
97,044
1,168
10,555
2,195
(2,617)
(2,277)
(66)
106,002
107,320
2,016
10,190
24,825
(963)
(17,059)
(46)
126,283
30,805
601
382
10,896
(118)
(8,606)
226
34,186
32,325
602
10,433
23,243
(1,820)
(11,519)
(114)
53,150
267,494
4,387
31,560
61,159
(5,518)
(39,461)
-
319,621
121,219
(15,217)
106,002
324,385
(198,102)
126,283
81,077
(46,891)
34,186
107,058
(53,908)
53,150
633,739
(314,118)
319,621
Assets held under finance leases
The net carrying amount and the depreciation charge during the year in respect of assets held under finance leases and accordingly
capitalised in property, plant and equipment are as follows:
Cost
Accumulated depreciation
Net book amount
Depreciation charge for the year
2008
€’000
57,525
(53,999)
3,526
2007
€’000
67,382
(62,931)
4,451
2,252
2,363
Notes to the Financial Statements (continued)
20. Intangible assets
Group
Year ended 31 March 2008
Opening net book amount
Exchange differences
Arising on acquisition (note 46)
Revisions to prior year acquisitions (note 46)
Other movements
Amortisation charge
Closing net book amount
At 31 March 2008
Cost
Accumulated amortisation
Net book amount
Year ended 31 March 2007
Opening net book amount
Exchange differences
Arising on acquisition (note 46)
Other movements
Amortisation charge
Closing net book amount
At 31 March 2007
Cost
Accumulated amortisation
Net book amount
DCC - ANNUAL REPORT AND ACCOUNTS 2008
87
Customer
Goodwill
€’000
relationships
€’000
Total
€’000
307,405
(15,091)
112,545
(1,000)
(590)
-
403,269
13,964
(904)
8,482
-
-
(7,928)
13,614
321,369
(15,995)
121,027
(1,000)
(590)
(7,928)
416,883
430,887
(27,618)
403,269
34,419
(20,805)
13,614
465,306
(48,423)
416,883
234,693
1,313
72,035
(636)
-
307,405
13,782
203
6,639
-
(6,660)
13,964
248,475
1,516
78,674
(636)
(6,660)
321,369
335,023
(27,618)
307,405
26,841
(12,877)
13,964
361,864
(40,495)
321,369
Goodwill acquired in business combinations is allocated, at acquisition, to the cash-generating units (CGUs) that are expected to benefit from
that business combination. A summary of the allocation of the carrying value of goodwill by segment is as follows:
DCC Energy
DCC SerCom
DCC Healthcare
DCC Food & Beverage
DCC Environmental
2008
€’000
177,259
66,873
88,112
32,103
38,922
403,269
2007
€’000
99,248
56,478
74,384
33,656
43,639
307,405
88
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
20. Intangible assets - continued
Impairment testing of goodwill
Goodwill acquired through business combinations is monitored for impairment by review of the underlying performance of each individual
acquisition compared to pre-acquisition objectives and budgets. Goodwill is tested for impairment by review of profit and cash flow forecasts
and budgets.
Goodwill acquired through business combinations has been allocated to cash-generating units (CGUs) for the purpose of impairment testing.
The CGUs represent the lowest level within the Group at which the associated goodwill is monitored for management purposes and are not
larger than the primary and secondary segments determined in accordance with IAS 14 Segment Reporting.
The recoverable amount of each CGU is based on a value in use computation. The cash flow forecasts employed for this computation
are extracted from a three year plan and specifically exclude future acquisition activity. Cash flows for a further two years are based on the
assumptions underlying the three year plan. A terminal value reflecting inflation (2008: 2.5%; 2007: 2.5%) is applied to the year five cash flows.
A present value of the future cash flows is calculated using a before-tax discount rate representing the Group’s estimated before-tax average
cost of capital (2008: 7.2%; 2007: 7.1%). Applying these techniques, no impairment arose in 2008 (2007: nil).
Key assumptions include management’s estimates of future profitability, capital expenditure requirements, working capital investment and tax
considerations. Forecasts are generally based on historical performance together with management’s expectation of future trends affecting the
industry and other developments and initiatives in the business.
A sensitivity analysis was performed using a discount rate of 10.0% and resulted in an excess in the recoverable amount of all cash generating
units over their carrying amount.
Intangible assets
Intangible assets, other than goodwill, are recognised at their fair value at acquisition and are amortised over their useful lives. The useful lives
of such intangible assets are finite and range from two to five years depending on the nature of the asset.
21. Investments in associates
Group
At 1 April
Share of profit less dividends
Disposals
Exchange adjustments and other
At 31 March
Investments in associates at 31 March 2008 includes goodwill of €1.201 million (2007: €1.201 million).
The Group’s geographical share of the assets (including goodwill) and liabilities of its associates is as follows:
Non-current
Current
Non-current
assets
€’000
1,096
760
1,856
1,364
773
2,137
assets
€’000
3,974
1,904
5,878
90,265
2,429
92,694
liabilities
€’000
(264)
-
(264)
(1,196)
-
(1,196)
As at 31 March 2008
Ireland
USA
As at 31 March 2007
Ireland
USA
Company
At 1 April
Disposal
At 31 March
2008
€’000
90,332
419
(85,617)
(456)
4,678
Current
liabilities
€’000
(2,093)
(699)
(2,792)
(2,027)
(1,276)
(3,303)
2008
€’000
1,300
(56)
1,244
2007
€’000
76,789
13,650
-
(107)
90,332
Net
assets
€’000
2,713
1,965
4,678
88,406
1,926
90,332
2007
€’000
1,300
-
1,300
Notes to the Financial Statements (continued)
22. Investments in subsidiary undertakings
Company
At 1 April
Other movements
At 31 March
DCC - ANNUAL REPORT AND ACCOUNTS 2008
89
2008
€’000
161,065
-
161,065
2007
€’000
161,072
(7)
161,065
Details of the Group’s principal operating subsidiaries are shown on pages 111 to 114. Non-wholly owned subsidiaries comprise Broderick
Bros. Limited (93.8%), Virtus Limited (51.0%), Ausmedic Australia Pty Limited (60.0%), Metron Medical Australia Pty Limited (60.0%), Aukbritt
International Pty Limited (60%), Wastecycle Limited (90.0%), Laleham Healthcare Limited (98.5%) where put and call options exist to acquire
the remaining 1.5%, Physio-Med Services Limited (88.0%) where put and call options exist to acquire the remaining 12.0% and Distrilogie SA
(99.5%) where put and call options exist to acquire the remaining 0.5%.
The Group’s principal overseas holding company subsidiaries are DCC Limited, a company operating, incorporated and registered in England
and Wales and DCC International Holdings B.V., a company operating, incorporated and registered in The Netherlands. The registered office
of DCC Limited is at Days Healthcare UK Limited, North Road, Bridgend Industrial Estate, Bridgend, CF31 3TP, Wales. The registered office of
DCC International Holdings B.V. is Teleport Boulevard 140, 1043 EJ Amsterdam, The Netherlands.
23. Inventories
Group
Raw materials
Work in progress
Finished goods
24. Trade and other receivables
Group
Trade receivables
Provision for impairment of trade receivables
Prepayments and accrued income
Value added tax recoverable
Other debtors
Company
Amounts owed by subsidiary undertakings
Prepayments and accrued income
Value added tax recoverable
2008
€’000
9,224
1,560
208,968
219,752
2007
€’000
6,793
1,538
169,119
177,450
2008
€’000
2007
€’000
747,044
(15,624)
50,099
14,903
11,011
807,433
2008
€’000
494,175
351
104
494,630
564,134
(13,343)
39,223
3,677
3,566
597,257
2007
€’000
295,340
708
255
296,303
90
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
25. Trade and other payables
Group
Trade payables
Other creditors and accruals
PAYE and National Insurance
Value added tax
Government grants (note 35)
Interest payable
Amounts due in respect of property, plant and equipment
Company
Amounts due to subsidiary undertakings
Other creditors and accruals
26. Movement in working capital
Group
Year ended 31 March 2008
At 1 April 2007
Translation adjustment
Arising on acquisition (note 46)
Interest accruals and other
Increase/(decrease) in working capital (note 42)
At 31 March 2008
Year ended 31 March 2007
At 1 April 2006
Translation adjustment
Arising on acquisition (note 46)
Interest accruals and other
Increase in working capital (note 42)
At 31 March 2007
Company
Year ended 31 March 2008
At 1 April 2007
Increase/(decrease) in working capital (note 42)
Other
At 31 March 2008
Year ended 31 March 2007
At 1 April 2006
Increase/(decrease) in working capital (note 42)
At 31 March 2007
2008
€’000
584,778
175,407
8,376
17,034
129
9,926
1,252
796,902
2008
€’000
270,607
1,236
271,843
2007
€’000
482,978
83,472
6,101
20,356
239
7,051
1,207
601,404
2007
€’000
253,602
841
254,443
Trade
Trade
and other
and other
Inventories
€’000
receivables
€’000
payables
€’000
Total
€’000
177,450
(17,454)
48,244
100
11,412
219,752
138,734
1,916
9,478
-
27,322
177,450
597,257
(66,175)
139,071
(6,573)
143,853
807,433
522,143
7,515
53,559
(957)
14,997
597,257
(601,404)
60,746
(140,828)
(44,531)
(70,885)
(796,902)
(543,913)
(7,385)
(48,497)
(8,946)
7,337
(601,404)
Trade
Trade
and other
and other
receivables
€’000
payables
€’000
296,303
198,327
-
494,630
(264,830)
(17,520)
120
(282,230)
173,303
(22,883)
46,487
(51,004)
84,380
230,283
116,964
2,046
14,540
(9,903)
49,656
173,303
Total
€’000
31,473
180,807
120
212,400
263,187
33,116
296,303
(223,072)
(41,758)
(264,830)
40,115
(8,642)
31,473
Notes to the Financial Statements (continued)
27. Cash and cash equivalents
Group
Cash at bank and in hand
Short-term bank deposits
DCC - ANNUAL REPORT AND ACCOUNTS 2008
91
2008
€’000
180,627
305,213
485,840
2007
€’000
124,134
212,945
337,079
Cash at bank earns interest at floating rates based on daily bank deposit rates. The short-term deposits are for periods up to three months
and earn interest at the respective short-term deposit rates.
Cash and cash equivalents include the following for the purposes of the Group Cash Flow Statement:
Cash and short-term bank deposits
Bank overdrafts
Bank overdrafts are included within current borrowings (note 29) in the Group Balance Sheet.
Company
Cash at bank and in hand
28. Derivative financial instruments
Group
Non-current assets
Interest rate swaps - fair value hedges
Interest rate swaps - not designated as hedges
Cross currency interest rate swaps - fair value hedges
Current assets
Interest rate swaps - not designated as hedges
Forward contracts - cash flow hedges
Commodity contracts - cash flow hedges
Forward contracts - not designated as hedges
Total assets
Non-current liabilities
Interest rate swaps - fair value hedges
Interest rate swaps - not designated as hedges
Currency swaps - not designated as hedges
Cross currency interest rate swaps - fair value hedges
Current liabilities
Interest rate swaps - not designated as hedges
Cross currency interest rate swaps - fair value hedges
Forward contracts - cash flow hedges
Forward contracts - not designated as hedges
Total liabilities
Net liability arising on derivative financial instruments
2008
€’000
2007
€’000
485,840
(89,794)
396,046
337,079
(26,892)
310,187
2008
€’000
2,664
2008
€’000
8,655
-
16,692
25,347
985
41
350
147
1,523
26,870
-
-
(42,116)
(1,442)
(43,558)
(1,008)
(15,672)
(127)
(399)
(17,206)
(60,764)
(33,894)
2007
€’000
8
2007
€’000
-
3,091
-
3,091
-
13
-
38
51
3,142
(6,401)
(3,165)
(17,815)
(18,563)
(45,944)
-
-
(149)
(87)
(236)
(46,180)
(43,038)
The full fair value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than
twelve months and as a current asset or liability if the maturity of the hedged item is less than twelve months.
92
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
28. Derivative financial instruments - continued
Interest rate swaps
The notional principal amounts of the outstanding interest rate swap contracts designated as fair value hedges under IAS 39 at 31 March
2008 total US$200.0 million and Stg£55.0 million. At 31 March 2008, the fixed interest rates vary from 5.12% to 6.18% and the floating rates
are based on US$ LIBOR and sterling LIBOR.
Currency swaps
The Group utilises currency swaps in conjunction with interest rate swaps designated as fair value hedges (as noted above) to swap fixed rate
US$ denominated debt into floating rate euro debt. The currency swaps (which swap floating US$ denominated debt based on US$ LIBOR
into floating euro denominated debt based on EURIBOR) have notional principal amounts of US$200.0 million / €167.113 million and are not
designated as hedges under IAS 39.
Cross currency interest rate swaps
The Group utilises cross currency interest rate swaps to swap fixed rate US$ denominated debt of US$300.0 million into floating rate sterling
debt of Stg£166.652 million. At 31 March 2008 the fixed interest rates vary from 6.08% to 7.83%. These swaps are designated as fair value
hedges under IAS 39.
Forward foreign exchange contracts
The notional principal amounts of outstanding forward foreign exchange contracts at 31 March 2008 total €21.366 million (2007: €21.266
million). Gains and losses recognised in the cash flow hedge reserve in equity (note 38) at 31 March 2008 on forward foreign exchange
contracts designated as cash flow hedges under IAS 39 will be released to the Income Statement at various dates up to six months after the
balance sheet date.
Commodity price forward contracts
The notional principal amounts of outstanding forward commodity contracts at 31 March 2008 total €0.5 million (31 March 2007: nil). Gains
and losses recognised in the cash flow hedge reserve in equity (note 38) at 31 March 2008 on forward commodity contracts designated as
cash flow hedges under IAS 39 will be released to the Income Statement at various dates up to six months after the balance sheet date.
29. Borrowings
Group
Non-current:
Bank borrowings
Finance leases*
Unsecured Notes due 2011 to 2019
Current:
Bank borrowings
Finance leases*
Loan notes
Unsecured Notes due 2008
Total borrowings
*Secured on specific plant and equipment
The maturity of non-current borrowings is as follows:
Between 1 and 2 years
Between 2 and 5 years
Over 5 years
2008
€’000
2007
€’000
3,040
1,508
353,571
358,119
156,165
1,426
127
59,828
217,546
575,665
2008
€’000
1,459
7,939
348,721
358,119
731
2,386
265,462
268,579
118,988
6,863
127
-
125,978
394,557
2007
€’000
72,721
7,696
188,162
268,579
DCC - ANNUAL REPORT AND ACCOUNTS 2008
93
Notes to the Financial Statements (continued)
29. Borrowings - continued
Bank borrowings, finance leases and loan notes
Interest on bank borrowings, finance leases and loan notes is at floating rates set in advance for periods ranging from overnight to less than
three months by reference to inter-bank interest rates (EURIBOR, sterling LIBOR and US$ LIBOR) and consequently fair value approximates
carrying amounts.
While the Group had various bank borrowing facilities available at 31 March 2008, it had no undrawn committed bank facilities.
Unsecured Notes due 2008 to 2019
The Group’s Unsecured Notes due 2008 to 2019 comprise fixed rate debt of US$100.0 million issued in 1996 and maturing in 2008 and 2011
(the ‘2008/11 Notes’), fixed rate debt of US$200.0 million and Stg£30.0 million issued in 2004 and maturing in 2014 and 2016 (the ‘2014/16
Notes’) and fixed rate debt of US$200.0 million and Stg£25.0 million issued in 2007 and maturing in 2017 and 2019 (the ‘2017/19 notes’)
The 2008/11 Notes have been swapped (using cross currency interest rate swaps designated as fair value hedges under IAS 39) from fixed
US$ to floating sterling rates, re-pricing quarterly based on sterling LIBOR.
The 2014/16 Notes denominated in US$ have been swapped from fixed to floating US$ rates (using interest rate swaps designated as fair
value hedges under IAS 39) and further swapped (using currency swaps not designated as hedges under IAS 39) from floating US$ to floating
euro rates, repricing semi-annually based on EURIBOR. The 2014/16 Notes denominated in sterling have been swapped from fixed to floating
sterling rates (using an interest rate swap designated as a fair value hedge under IAS 39), repricing semi-annually based on sterling LIBOR.
The 2017/19 Notes denominated in US$ have been swapped (using cross currency interest rate swaps designated as fair value hedges under
IAS 39) from fixed US$ to floating sterling rates, repricing quarterly based on sterling LIBOR. The 2017/19 Notes denominated in sterling
have been swapped from fixed to floating sterling rates (using an interest rate swap designated as a fair value hedge under IAS 39), repricing
quarterly based on sterling LIBOR.
The maturity and interest profile of the Unsecured Notes due 2008 to 2019 is as follows:
Average maturity
Average fixed interest rates*
- US$ denominated
- sterling denominated
Average floating rate including swaps
- euro denominated
- sterling denominated
* Issued and repayable at par
2008
2007
7.2 years
5.8 years
6.09%
5.95%
5.41%
6.36%
6.04%
5.76%
4.21%
5.98%
94
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
30. Analysis of net debt
Reconciliation of opening to closing net debt
The reconciliation of opening to closing net debt for the year ended 31 March 2008 is as follows:
Group
Cash and short term bank deposits
Overdrafts
Cash and cash equivalents
Bank loans and loan notes
Finance leases
Unsecured Notes due 2008 to 2019
Derivative financial instruments (net)
Group net debt (including share of net cash in joint ventures)
At 1
April 2007
€’000
337,079
(26,892)
310,187
(92,954)
(9,249)
(265,462)
(43,038)
(100,516)
Fair value
Translation
At 31 March
Cash Flow
€’000
adjustment
€’000
adjustment
€’000
2008
€’000
195,269
(70,190)
125,079
21,727
5,650
(180,286)
187
(27,643)
-
-
-
-
-
(9,043)
8,957
(86)
(46,508)
7,288
(39,220)
1,689
665
41,392
-
4,526
485,840
(89,794)
396,046
(69,538)
(2,934)
(413,399)
(33,894)
(123,719)
Group net debt (excluding share of net cash in joint ventures)
(105,759)
(32,009)
(86)
5,095
(132,759)
The reconciliation of opening to closing net debt for the year ended 31 March 2007 is as follows:
Group
Cash and short term bank deposits
Overdrafts
Cash and cash equivalents
Bank loans and loan notes
Finance leases
Unsecured Notes due 2008 to 2019
Derivative financial instruments (net)
Group net debt (including share of net cash in joint ventures)
At 1
April 2006
€’000
345,280
(25,362)
319,918
(37,873)
(10,243)
(286,466)
(18,017)
(32,681)
Fair value
Translation
At 31 March
Cash Flow
€’000
adjustment
€’000
adjustment
€’000
2007
€’000
(13,052)
(875)
(13,927)
(55,063)
1,256
-
-
(67,734)
-
-
-
-
-
24,365
(24,852)
(487)
4,851
(655)
4,196
(18)
(262)
(3,361)
(169)
386
337,079
(26,892)
310,187
(92,954)
(9,249)
(265,462)
(43,038)
(100,516)
Group net debt (excluding share of net cash in joint ventures)
(33,150)
(72,508)
(487)
386
(105,759)
Currency profile
The currency profile of net debt at 31 March 2008 is as follows:
Cash and cash equivalents
Borrowings
Derivatives
The currency profile of net debt at 31 March 2007 is as follows:
Cash and cash equivalents
Borrowings
Derivatives
Euro
€’000
Sterling
€’000
US Dollar
€’000
199,113
(239,616)
(35,542)
(76,045)
278,550
(332,652)
1,908
(52,194)
7,837
(1,059)
(260)
6,518
Euro
€’000
Sterling
€’000
US Dollar
€’000
79,094
(205,696)
(23,195)
(149,797)
248,388
(186,264)
(19,666)
42,458
8,873
(1,127)
(177)
7,569
Other
€’000
340
(2,338)
-
(1,998)
Other
€’000
724
(1,470)
-
(746)
Total
€’000
485,840
(575,665)
(33,894)
(123,719)
Total
€’000
337,079
(394,557)
(43,038)
(100,516)
Interest rate profile
Cash and cash equivalents at 31 March 2008 and 31 March 2007 have maturity periods up to three months (note 27).
Bank borrowings and finance leases are at floating interest rates for periods less than three months while the Group’s Unsecured Notes due
2008 to 2019 have been swapped to floating rates which reset on a quarterly or semi-annual basis (note 29).
DCC - ANNUAL REPORT AND ACCOUNTS 2008
95
Notes to the Financial Statements (continued)
31. Deferred income tax
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax
liabilities and when the deferred income taxes relate to the same fiscal authority. The offset amounts are as follows:
Group
Deferred income tax assets (deductible temporary differences):
Deficits on Group defined benefit pension obligations
Employee share options
Other deductible temporary differences
Deferred income tax liabilities (taxable temporary differences):
Accelerated tax depreciation and fair value adjustments arising on acquisition
Rolled-over capital gains
The gross movement on the deferred income tax account is as follows:
At 1 April
Exchange differences
Acquisition of subsidiary (note 46)
Income Statement credit (note 15)
Tax (credited)/charged to equity (note 15)
At 31 March
32. Retirement benefit obligations
2008
€’000
2007
€’000
3,610
785
5,804
10,199
11,453
253
11,706
2008
€’000
6,443
193
1,565
(5,515)
(1,179)
1,507
3,526
574
4,205
8,305
14,475
273
14,748
2007
€’000
6,122
12
2,955
(2,768)
122
6,443
Group
The Group operates eight defined benefit pension schemes in the Republic of Ireland and three in the UK. The projected unit credit method
has been employed in determining the present value of the defined benefit obligation arising, the related current service cost and, where
applicable, past service cost.
Full actuarial valuations were carried out between 1 January 2004 and 1 May 2007. In general, actuarial valuations are not available for public
inspection, although the results of valuations are advised to the members of the various pension schemes. Actuarial valuations have been
updated to 31 March 2008 for International Accounting Standard 19 by a qualified actuary.
The principal actuarial assumptions used were as follows:
Republic of Ireland schemes
Rate of increase in salaries
Rate of increase in pensions in payment
Discount rate
Inflation assumption
UK schemes
Rate of increase in salaries
Rate of increase in pensions in payment
Discount rate
Inflation assumption
The expected long term rates of return on the assets of the schemes were as follows:
Republic of Ireland schemes
Equities
Bonds
Property
Cash
UK schemes
Equities
Bonds
Property
Cash
2008
3.75% - 4.25%
2.50% - 3.00%
5.60%
2.50%
2008
4.50%
3.50% - 4.50%
5.85%
3.50%
2008
7.40%
3.90%
6.40%
3.00%
2008
8.10%
4.60%
7.10%
3.50%
2007
3.50% - 4.00%
2.25% - 3.00%
4.70% - 4.80%
2.25%
2007
4.00%
3.00% - 4.00%
5.10%
3.00%
2007
7.50%
4.00%
6.50%
3.00%
2007
8.30%
4.80%
7.30%
3.50%
96
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
32. Retirement benefit obligations - continued
The expected rate of return for equities and property has been calculated assuming that equities and property will outperform bonds by 3.5%
and 2.5% per annum respectively over the long term. The expected rate of return for bonds has been based on bond indices as at 31 March.
Assumptions regarding future mortality experience are set based on advice from published statistics and experience in both geographic
regions. The average life expectancy in years of a pensioner retiring at age 65 is as follows:
Current pensioners
Male
Female
Future pensioners
Male
Female
The Group does not operate any post-employment medical benefit schemes.
The net pension liability recognised in the Balance Sheet is analysed as follows:
Equities
Bonds
Property
Cash
Total market value at 31 March 2008
Present value of scheme liabilities
Net pension liability at 31 March 2008
Equities
Bonds
Property
Cash
Total market value at 31 March 2007
Present value of scheme liabilities
Net pension liability at 31 March 2007
The amounts recognised in the Group Income Statement in respect of defined
benefit pension schemes is as follows:
Current service cost
Gain on settlement/curtailment
Total, included in employee benefit expenses (note 9)
Interest cost, included in finance costs (note 12)
Expected return on plan assets, included in finance income (note 12)
Total
The actuarial gain recognised in the Statement of Income and Expense is as follows:
Actual return less expected return on pension scheme assets
Experience gains and losses arising on the scheme liabilities
Changes in assumptions underlying the present value of the scheme liabilities
Total, included in the Statement of Recognised Income and Expense
ROI
€’000
37,515
12,393
3,084
1,944
54,936
(70,989)
(16,053)
ROI
€’000
43,420
11,736
2,996
2,434
60,586
(69,825)
(9,239)
2008
21.1
24.1
22.1
25.1
2008
UK
€’000
7,415
4,323
171
1,062
12,971
(18,769)
(5,798)
2007
UK
€’000
9,781
3,380
790
443
14,394
(21,527)
(7,133)
2008
€’000
3,246
-
3,246
(4,405)
4,989
584
2008
€’000
(13,935)
(3,737)
8,586
(9,086)
2007
20.3
23.3
21.0
24.0
Total
€’000
44,930
16,716
3,255
3,006
67,907
(89,758)
(21,851)
Total
€’000
53,201
15,116
3,786
2,877
74,980
(91,352)
(16,372)
2007
€’000
3,414
(633)
2,781
(4,026)
4,456
430
2007
€’000
904
884
(212)
1,576
Notes to the Financial Statements (continued)
32. Retirement benefit obligations - continued
The movement in the fair value of plan assets is as follows:
At 1 April
Expected return on assets
Actuarial (loss)/gain
Contributions by employers
Contributions by members
Benefits paid
Exchange
At 31 March
The movement in the present value of defined benefit obligations is as follows:
At 1 April
Current service cost
Interest cost
Actuarial gain
Contributions by members
Benefits paid
Settlements
Exchange
At 31 March
DCC - ANNUAL REPORT AND ACCOUNTS 2008
97
2008
€’000
74,980
4,989
(13,935)
5,269
393
(1,604)
(2,185)
67,907
2008
€’000
91,352
3,246
4,405
(4,849)
393
(1,604)
-
(3,185)
89,758
2007
€’000
67,294
4,456
904
5,294
425
(3,704)
311
74,980
2007
€’000
87,973
3,414
4,026
(672)
425
(3,704)
(633)
523
91,352
The level of contributions for the forthcoming financial year are expected to be in line with the current year amounts.
History of scheme assets, liabilities and actuarial gains and losses
As the Group transitioned to IFRS with effect from 1 April 2004, a five-year history in respect of assets, liabilities and actuarial gains and losses
is not available; the relevant data for the Group for the four years since transition to IFRS are as follows:
Fair value of assets
Present value of liabilities
Net pension liability
Difference between the expected and actual return on scheme assets
As a percentage of scheme assets
Experience gains and losses on scheme liabilities
As a percentage of the present value of the scheme liabilities
Total recognised in Statement of Recognised Income and Expense
As a percentage of the present value of the scheme liabilities
2008
€’000
67,907
(89,758)
(21,851)
(13,935)
(20.5%)
(3,737)
4.2%
(9,086)
10.1%
2007
€’000
74,980
(91,352)
(16,372)
904
1.2%
884
(1.0%)
1,576
(1.7%)
2006
€’000
67,294
(87,973)
(20,679)
8,697
12.9%
(383)
0.4%
1,779
(2.0%)
2005
€’000
54,659
(80,039)
(25,380)
1,277
2.3%
(1,598)
2.0%
(7,742)
9.7%
Cumulatively since 1 April 2004, €13.473 million has been recognised as a charge in the Statement of Recognised Income and Expense.
Sensitivity analysis for principal assumptions used to measure scheme liabilities
There are inherent uncertainties surrounding the financial assumptions adopted in calculating the actuarial valuation of the Group’s defined
benefit pension schemes. The following table analyses, for the Group’s Irish and UK pension schemes, the estimated impact on plan liabilities
resulting from changes to key actuarial assumptions, whilst holding all other assumptions constant.
Assumption
Discount rate
Price inflation
Mortality
Change in assumption
Increase/decrease 0.25%
Increase/decrease 0.25%
Increase/decrease by one year
Impact on Irish plan liabilities
Increase/decrease by 5.6%
Increase/decrease by 1.4%
Increase/decrease by 2.4%
Impact on UK plan liabilities
Increase/decrease by 6.2%
Increase/decrease by 5.3%
Increase/decrease by 2.6%
98
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
33. Deferred acquisition consideration
Group
The Group’s deferred acquisition consideration of €30.191 million (2007: €29.393 million) as stated on the Balance Sheet consists of €3.237
million of € floating rate financial liabilities (2007: €13.530 million) and €26.954 million of Stg£ floating rate financial liabilities (2007: €15.863
million) payable as follows:
Within one year
Between one and two years
Between two and five years
Analysed as:
Non-current liabilities
Current liabilities
2008
€’000
14,036
8,691
7,464
30,191
16,155
14,036
30,191
34. Provisions for liabilities and charges
The reconciliation of the movement in provisions for liabilities and charges for the year ended 31 March 2008 is as follows:
Group
At 1 April 2007
Provided during the year
Utilised during the year
Arising on acquisition (note 46)
Exchange
At 31 March 2008
Analysed as:
Non-current liabilities
Current liabilities
Environmental
Insurance and
and remediation
€’000
6,122
285
(93)
-
(915)
5,399
other
€’000
4,807
4,684
(2,015)
553
(65)
7,964
The reconciliation of the movement in provisions for liabilities and charges for the year ended 31 March 2007 is as follows:
Group
At 1 April 2006
Provided during the year
Utilised during the year
Arising on acquisition (note 46)
Exchange
At 31 March 2007
Analysed as:
Non-current liabilities
Current liabilities
Environmental
Insurance and
and remediation
€’000
-
-
(57)
6,122
57
6,122
other
€’000
3,785
2,083
(1,061)
-
-
4,807
2007
€’000
10,870
9,701
8,822
29,393
18,523
10,870
29,393
Total
€’000
10,929
4,969
(2,108)
553
(980)
13,363
2008
€’000
5,399
7,964
13,363
Total
€’000
3,785
2,083
(1,118)
6,122
57
10,929
2007
€’000
6,122
4,807
10,929
DCC - ANNUAL REPORT AND ACCOUNTS 2008
99
Notes to the Financial Statements (continued)
34. Provisions for liabilities and charges - continued
Environmental and remediation
This provision relates to obligations governing site remediation and improvement costs to be incurred in compliance with environmental
regulations. The net present value of the estimated costs is capitalised as property, plant and equipment. The unwinding of the discount
element on the provision is reflected as a finance cost in the Income Statement. Provision is made for the net present value of post closure
costs based on the quantity of waste input into the landfill during the year. Ongoing costs incurred during the operating life of the sites are
written off directly to the Income Statement and are not charged to the provision. The majority of the obligations will unwind over a 30-year
timeframe.
Insurance and other
The insurance provision relates to employers liability and public and products liability and reflects an estimation of the excess not recoverable
from insurers arising from claims against Group companies. A significant element of the provision is subject to external assessments.
35. Government grants
Group
At 1 April
Amortisation in year
Received in year
Arising on acquisition (note 46)
Exchange and other adjustments
At 31 March
Disclosed as due within one year (note 25)
36. Equity share capital
Group and Company
Authorised
152,368,568 ordinary shares of €0.25 each
Issued
88,229,404 ordinary shares (including 7,414,239 ordinary shares held as Treasury Shares)
of €0.25 each, fully paid (2007: 88,229,404 ordinary shares (including 7,816,256 ordinary
shares held as Treasury Shares) of €0.25 each, fully paid)
Ordinary shares of €0.25 each
At 31 March 2008 and 31 March 2007
2008
€’000
2,632
(288)
92
-
(366)
2,070
(129)
1,941
2007
€’000
2,122
(276)
-
758
28
2,632
(239)
2,393
2008
€’000
2007
€’000
38,092
38,092
22,057
22,057
No. of shares
‘000
€’000
88,229
22,057
As at 31 March 2008, the total authorised number of ordinary shares is 152,368,568 shares (2007: 152,368,568 shares) with a par value of
€0.25 per share (2007: €0.25 per share).
During the year the Company reissued 402,017 Treasury Shares for a consideration (net of expenses) of €4.060 million.
All shares, whether fully or partly paid, carry equal voting rights and rank for dividends to the extent to which the total amount payable on each
share is paid up.
Details of share options granted under the Company’s share option schemes and the terms attaching thereto are provided in note 10 to the
financial statements and in the Report on Directors’ Remuneration and Interests on pages 50 to 53.
100
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
37. Share premium account
Group and Company
At 31 March 2008 and 31 March 2007
38. Other reserves
Group
At 1 April 2006
Currency translation
Cash flow hedges
- fair value gains in year
- tax on fair value gains
- transfers to cost of sales
- tax on transfers to income tax expense
Share based payment
At 31 March 2007
Currency translation
Cash flow hedges
- fair value losses in year
- tax on fair value losses
- transfers to sales
- transfers to cost of sales
- tax on transfers to income tax expense
Share based payment
At 31 March 2008
Company
At 31 March 2008 and 31 March 2007
2008
€’000
2007
€’000
124,687
124,687
Cash
Foreign
currency
Share
flow hedge
translation
options1
€’000
reserve2
€’000
reserve3
€’000
Other
reserves4
€’000
3,392
-
-
-
-
-
1,415
4,807
-
-
-
-
-
-
1,844
6,651
20
-
(4,125)
495
3,966
(473)
-
(117)
-
1,665
(374)
(306)
(943)
297
-
222
(10,344)
7,430
-
-
-
-
-
(2,914)
(64,310)
-
-
-
-
-
-
(67,224)
1,400
-
-
-
-
-
-
1,400
-
-
-
-
-
-
-
1,400
Total
€’000
(5,532)
7,430
(4,125)
495
3,966
(473)
1,415
3,176
(64,310)
1,665
(374)
(306)
(943)
297
1,844
(58,951)
Other
reserves5
€’000
344
1 The share option reserve comprises the amounts expensed in the Income Statement in connection with share based payments.
The cash flow hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging
2
instruments related to hedged transactions that have not yet occurred.
The foreign currency translation reserve represents all foreign exchange differences from 1 April 2005 arising from the translation of the
net assets of the Group’s non-euro denominated operations, including the translation of the profits and losses of such operations from the
average rate for the year to the closing rate at the balance sheet date.
3
4 The Group’s other reserves comprise a capital conversion reserve fund and an unrealised gain on the disposal of an associate.
5 The Company’s other reserve is a capital conversion reserve fund.
39. Retained earnings
Group
At 1 April
Net income recognised in Income Statement
Net income recognised directly in equity
- actuarial (loss)/gain on Group defined benefit pension schemes
- deferred tax on actuarial loss/(gain)
Deferred tax on employee share options
Share buyback (inclusive of costs)
Re-issue of Treasury Shares (net of expenses)
Dividends
At 31 March
2008
€’000
2007
€’000
531,994
164,491
(9,086)
1,200
25
-
4,060
(41,813)
650,871
439,477
140,186
1,576
(169)
25
(18,818)
6,098
(36,381)
531,994
Notes to the Financial Statements (continued)
39. Retained earnings - continued
Company
At 1 April
Total recognised income and expense for the financial year
Share buyback (inclusive of costs)
Re-issue of Treasury Shares (net of expenses)
Dividends
At 31 March
DCC - ANNUAL REPORT AND ACCOUNTS 2008
101
2008
€’000
46,758
221,280
-
4,060
(41,813)
230,285
2007
€’000
55,556
40,303
(18,818)
6,098
(36,381)
46,758
The cost to the Group and the Company of €92.625 million to acquire the 7,414,239 shares held in Treasury has been deducted from the
Group and Company Retained Earnings. These shares were acquired at prices ranging from €9.25 to €17.90 each (average: €11.23)
between 28 July 2000 and 19 June 2006.
40. Minority interest
Group
At 1 April
Arising on acquisition of subsidiary (note 46)
Share of profit for the financial year (less attributable to associates)
Dividends to minorities
Exchange and other adjustments
At 31 March
41. Movement in total equity
Group
At 1 April
Issue of share capital
Share based payment (note 10)
Share buyback (note 39)
Dividends (note 17)
Movement in minority interest
Total recognised income and expense for the financial year
At 31 March
Company
At 1 April
Issue of share capital
Share buyback (note 39)
Dividends (note 17)
Total recognised income and expense for the financial year
At 31 March
2008
€’000
5,816
-
683
(2,725)
(3)
3,771
2007
€’000
4,714
663
476
(38)
1
5,816
2008
€’000
2007
€’000
687,730
4,060
1,844
-
(41,813)
(2,045)
92,659
742,435
2008
€’000
193,846
4,060
-
(41,813)
221,280
377,373
585,403
6,098
1,415
(18,818)
(36,381)
1,102
148,911
687,730
2007
€’000
202,644
6,098
(18,818)
(36,381)
40,303
193,846
102
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
42. Cash generated from operations
Group
Profit for the financial year
Add back non-operating (income)/expense
- Tax (note 15)
- Share of profit from associates (note 14)
- Net operating exceptionals (note 11)
- Net finance costs (note 12)
Operating profit
- Share-based payments expense (note 10)
- Depreciation (note 19)
- Amortisation (note 20)
- Profit on sale of property, plant and equipment
- Amortisation of government grants (note 35)
- Dividends received from associates
- Other
Changes in working capital (excluding the effects of acquisition and exchange
differences on consolidation):
- Inventories (note 26)
- Trade and other receivables (note 26)
- Trade and other payables (note 26)
Cash generated from operations
Company
Profit for the financial year
Add back non-operating (income)/expense
- Tax
- Net operating exceptionals
- Net finance costs
Operating profit
Changes in working capital:
- Trade and other receivables (note 26)
- Trade and other payables (note 26)
Cash generated from operations
2008
€’000
2007
€’000
165,174
141,105
16,530
(639)
(39,605)
17,792
159,252
1,844
45,445
7,928
(751)
(288)
220
(227)
(11,412)
(143,853)
70,885
129,043
20,695
(14,710)
(24,516)
10,850
133,424
1,415
39,461
6,660
(1,362)
(276)
268
(2,513)
(27,322)
(14,997)
(7,337)
127,421
2008
€’000
2007
€’000
221,280
40,303
1,750
7,056
(3,123)
226,963
(198,327)
17,520
46,156
(1,319)
-
(3,407)
35,577
(33,116)
41,758
44,219
43. Contingencies
Guarantees
The Company and certain subsidiaries have given guarantees of €707.548 million (2007: €535.692 million) in respect of borrowings and
other obligations arising in the ordinary course of business of the Company and other Group undertakings. It is not anticipated that any
material liabilities will arise from these contingent liabilities.
Other
Pursuant to the provisions of Section 17, Companies (Amendment) Act, 1986, the Company has guaranteed the liabilities of the following
subsidiaries; Alvabay Limited, Classic Fuel & Oil Limited, DCC Business Expansion Fund Limited, DCC Corporate Partners Limited, DCC
Energy Limited, DCC Financial Services Holdings Limited, DCC Funding 2007 Limited, DCC Healthcare Limited, DCC Management Services
Limited, DCC Nominees Limited, DCC SerCom Limited, Emo Oil Limited, Fannin Limited, Fannin Compounding Limited, Flogas Ireland
Limited, SerCom Property Limited, Shannon Environmental Holdings Limited and Sharptext Limited. As a result, these companies will be
exempted from the filing provisions of Section 7, Companies (Amendment) Act, 1986.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
103
Notes to the Financial Statements (continued)
44. Capital expenditure commitments
Group
Capital expenditure that has been contracted for but has not been provided for in the financial statements
Capital expenditure that has been authorised by the Directors but has not yet been contracted for
45. Commitments under operating and finance leases
Group
Operating leases
Future minimum rentals payable under non-cancellable operating leases at 31 March are as follows:
Within one year
After one year but not more than five years
More than five years
2008
€’000
5,113
58,269
63,382
2007
€’000
2,721
70,389
73,110
2008
€’000
5,759
14,319
29,499
49,577
2007
€’000
6,430
17,559
44,871
68,860
The Group leases a number of properties under operating leases. The leases typically run for a period of 15 to 25 years. Rents are generally
reviewed every five years.
During the year ended 31 March 2008, €14.069 million (2007: €9.818 million) was recognised as an expense in the Income Statement in
respect of operating leases.
Finance leases
Future minimum lease payments under finance leases together with the present value of the net minimum lease payments are as follows:
Within one year
After one year but not more than five years
Less: amounts allocated to future finance costs
Present value of minimum lease payments
2008
2007
Minimum
payments
€’000
1,469
1,755
3,224
(290)
2,934
Present
value of
payments
€’000
1,426
1,508
2,934
-
2,934
Minimum
payments
€’000
7,214
2,699
9,913
(664)
9,249
Present
value of
payments
€’000
6,863
2,386
9,249
-
9,249
104
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
46. Business combinations
The principal acquisitions completed by the Group during the year, together with percentages acquired were as follows:
- CPL Petroleum Limited (100%): a British based oil distribution business, acquired on 31 August 2007;
-
Banque Magnetique SAS (100%): a French based distributor of consumer electronic products and IT peripherals, acquired on 12
November 2007;
Squadron Medical Limited (100%): an English based procurer and supplier of medical and surgical products to hospitals, acquired on 23
November 2007; and
-
- Southern Counties Fuels Holdings Limited (100%): an English based oil distribution business acquired on 7 March 2008.
Identifiable net assets acquired (excluding net cash acquired) were as follows:
Assets
Non-current assets
Property, plant and equipment (note 19)
Intangible assets - goodwill (note 20)
Intangible assets - other intangible assets (note 20)
Deferred income tax assets (note 31)
Total non-current assets
Current assets
Inventories (note 26)
Trade and other receivables (note 26)
Total current assets
Equity
Minority interest (note 40)
Total equity
Liabilities
Non-current liabilities
Deferred income tax liabilities (note 31)
Provisions for liabilities and charges (note 34)
Government grants (note 35)
Total non-current liabilities
Current liabilities
Trade and other payables (note 26)
Current income tax liabilities
Total current liabilities
2008
€’000
CPL
5,839
70,121
2,009
-
77,969
3,307
44,055
47,362
2008
€’000
Others
10,291
42,424
6,473
479
59,667
2008
€’000
Total
16,130
112,545
8,482
479
137,636
44,937
95,016
139,953
48,244
139,071
187,315
2007
€’000
Total
31,560
72,035
6,639
-
110,234
9,478
53,559
63,037
-
-
-
-
-
-
(663)
(663)
(631)
(553)
-
(1,184)
(1,413)
-
-
(1,413)
(2,044)
(553)
-
(2,597)
(2,955)
(6,122)
(758)
(9,835)
(43,657)
(29)
(43,686)
(97,171)
(1,942)
(99,113)
(140,828)
(1,971)
(142,799)
(48,497)
(1,959)
(50,456)
Total consideration (enterprise value)
80,461
99,094
179,555
112,317
Satisfied by:
Cash
Net (cash)/debt acquired
Net cash outflow
Deferred acquisition consideration
Total consideration
80,772
(450)
80,322
139
80,461
76,087
10,175
86,262
12,832
99,094
156,859
9,725
166,584
12,971
179,555
103,285
(1,796)
101,489
10,828
112,317
DCC - ANNUAL REPORT AND ACCOUNTS 2008
105
Notes to the Financial Statements (continued)
46. Business combinations - continued
The acquisition of CPL has been deemed to be a substantial transaction and separate disclosure of the fair values of the identifiable assets
and liabilities has therefore been made. None of the remaining business combinations completed during the year were considered sufficiently
material to warrant separate disclosure of the fair values attributable to those combinations. The carrying amounts of the assets and liabilities
acquired, determined in accordance with IFRS before completion of the combination together with the adjustments made to those carrying
values disclosed above were as follows:
CPL
Non-current assets (excluding goodwill)
Current assets
Non-current liabilities and minority interest
Current liabilities
Identifiable net assets acquired
Goodwill arising on acquisition
Total consideration (enterprise value)
Other acquisitions
Non-current assets (excluding goodwill)
Current assets
Non-current liabilities and minority interest
Current liabilities
Identifiable net assets acquired
Goodwill arising on acquisition
Total consideration (enterprise value)
Total
Non-current assets (excluding goodwill)
Current assets
Non-current liabilities and minority interest
Current liabilities
Identifiable net assets acquired
Goodwill arising on acquisition
Total consideration (enterprise value)
Book
value
€’000
Fair value
adjustments
€’000
5,839
47,739
(581)
(43,309)
9,688
70,773
80,461
2,009
(377)
(603)
(377)
652
(652)
-
Book
value
€’000
Fair value
adjustments
€’000
10,770
139,953
(473)
(99,113)
51,137
47,957
99,094
6,473
-
(940)
-
5,533
(5,533)
-
Book
value
€’000
Fair value
adjustments
€’000
16,609
187,692
(1,054)
(142,422)
60,825
118,730
179,555
8,482
(377)
(1,543)
(377)
6,185
(6,185)
-
Fair
value
€’000
7,848
47,362
(1,184)
(43,686)
10,340
70,121
80,461
Fair
value
€’000
17,243
139,953
(1,413)
(99,113)
56,670
42,424
99,094
Fair
value
€’000
25,091
187,315
(2,597)
(142,799)
67,010
112,545
179,555
The initial assignment of fair values to identifiable net assets acquired has been performed on a provisional basis. Any amendments to these fair
values within the twelve month timeframe from the date of acquisition will be disclosable in the 2009 Annual Report as stipulated by IFRS 3.
The principal factors contributing to the recognition of goodwill on business combinations entered into by the Group are the expected
profitability of the acquired business and the realisation of cost savings and synergies with existing Group entities.
106
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
46. Business combinations - continued
The total adjustments processed during the year to the fair value of business combinations completed during the year ended 31 March 2007
where those fair values were not readily determinable as at 31 March 2007 were as follows:
Non-current assets (excluding goodwill)
Current assets
Non-current liabilities and minority interest
Current liabilities
Identifiable net assets acquired
Goodwill arising on acquisition
Total consideration (enterprise value)
Adjustments to
Initial fair value provisional fair
assigned
€’000
38,199
63,037
(10,498)
(50,456)
40,282
72,035
112,317
values
€’000
100
550
-
350
1,000
(1,000)
-
Revised
fair value
€’000
38,299
63,587
(10,498)
(50,106)
41,282
71,035
112,317
The post-acquisition impact of business combinations completed during the year on Group profit for the financial year was as follows:
Revenue
Cost of sales
Gross profit
Operating costs
Exceptional items
Operating profit
Finance costs (net)
Profit before tax
Income tax expense
Group profit for the financial year
2008
€’000
2007
€’000
618,957
(576,804)
42,153
(28,826)
13,327
(1,705)
11,622
81
11,703
(3,245)
8,458
411,207
(381,237)
29,970
(19,384)
10,586
-
10,586
114
10,700
(2,903)
7,797
The revenue and profit of business combinations completed during the year, determined in accordance with IFRS as though the acquisition
date for all business combinations effected during the year had been the beginning of that year would be as follows:
Revenue
Group profit for the financial year
2008
€’000
2007
€’000
1,324,838
773,084
13,952
11,966
47. Financial risk and capital management
Capital risk management
The Group’s objectives when managing capital (defined as net debt plus equity) are to safeguard the Group’s ability to continue as a going
concern in order to provide returns to shareholders and benefits for other stakeholders, while maintaining a strong balance sheet to support
the continued organic and acquisitive growth of its businesses and to maintain investor, creditor and market confidence.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, issue new shares or
buy back existing shares, increase or reduce debt or sell assets.
The policy for net debt is to ensure a structure of longer term debt funding and cash balances with deposit maturities up to six months.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
107
Notes to the Financial Statements (continued)
47. Financial risk and capital management - continued
Financial risk management
Group financial risk management is governed by policies and guidelines which are reviewed and approved annually by the Board of Directors,
most recently in February 2008. These policies and guidelines primarily cover foreign exchange risk, commodity price risk, credit risk, liquidity
risk and interest rate risk. The principal objective of these policies and guidelines is the minimisation of financial risk at reasonable cost. The
Group does not trade in financial instruments nor does it enter into any leveraged derivative transactions. DCC’s Group Treasury function
centrally manages the Group’s funding and liquidity requirements. Divisional and subsidiary management, in conjunction with Group Treasury,
manage foreign exchange and commodity price exposures within approved policies and guidelines.
There are no significant concentrations of risk and there has been no significant change during the financial year, or since the end of the year,
to the types of financial risks faced by the Group or the Group’s approach to the management of those risks.
(i) Credit risk management
Credit risk arises from credit exposure to trade debtors, cash and cash equivalents including deposits with banks and financial institutions,
derivative and financial instruments.
Trade receivables arise from a wide and varied customer base spread throughout the Group’s operations and as such there is no significant
concentration of credit risk. The Group’s credit risk management policy in relation to trade receivables involves periodically assessing the
financial reliability of customers, taking into account their financial position, past experience and other factors. The utilisation of credit limits is
regularly monitored and a significant element of credit risk is covered by credit insurance.
Risk of counterparty default arising on cash and cash equivalents and derivative financial instruments is controlled within a framework of
dealing with high quality institutions and, by policy, limiting the amount of credit exposure to any one bank or institution. DCC transacts with a
variety of high credit quality financial institutions for the purpose of placing deposits and entering into derivative contracts. The Group actively
monitors its credit exposure to each counterparty to ensure compliance with the counterparty risk limits of the Board approved treasury policy.
Of the total cash and cash equivalents at 31 March 2008 of €485.840 million, a minimum of 96.9% (€470.972 million) was with financial
institutions in the A-1 (short-term) category of Standard and Poors and in the P-1 (short-term) category of Moodys. As at 31 March 2008
derivative transactions were with counterparties with ratings ranging from A+ to AA (long-term) with Standard and Poors or A1 to Aa1 (long-
term) with Moodys. In the normal course of business, the Group operates notional cash pooling systems, where a legal right of set-off applies.
Management does not expect any significant counterparty to fail to meet its obligations. The maximum exposure to credit risk is represented
by the carrying amount of each asset.
Included in the Group’s trade and other receivables as at 31 March 2008 are balances of €131.477 million (2007: €84.239 million) which are
past due at the reporting date but not impaired in the majority of cases. The aged analysis of these balances is as follows:
Group
Less than 1 month overdue
1 - 3 months overdue
3 - 6 months overdue
Over 6 months overdue
The movements in the provision for impairment of trade receivables during the year is as follows:
Group
At 1 April
Provision for impairment recognised in the year
Amounts recovered during the year
Amounts written off during the year
Arising on acquisition
Exchange differences
At 31 March
Company
There were no past due or impaired trade receivables in the Company at 31 March 2008 (31 March 2007: none).
2008
€’000
76,336
26,532
20,494
8,115
131,477
2008
€’000
13,343
5,638
(805)
(4,762)
3,723
(1,513)
15,624
2007
€’000
45,532
21,631
10,697
6,379
84,239
2007
€’000
11,673
4,826
20
(4,480)
1,198
106
13,343
108
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
47. Financial risk and capital management - continued
(ii) Liquidity risk management
The Group maintains a strong balance sheet with long-term debt funding and cash balances with deposit maturities up to six months.
Wherever possible, surplus funds in the Group are transferred to the centralised treasury department through the repayment of borrowings,
deposits and dividends. These are then on-lent or contributed as equity to fund Group operations, used to retire external debt or invested
externally. The Group does not use off-balance sheet special purpose entities as a source of liquidity or for other financing purposes. In
addition, the Group maintains significant uncommitted credit lines with its relationship banks.
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period to contractual maturity
at the balance sheet date. The amounts disclosed in the table are the contractual undiscounted cash flows.
As at 31 March 2008
Group
Trade and other payables
Borrowings (principal repayments)
Future finance charges
Less: future finance charges
As at 31 March 2007
Group
Trade and other payables
Borrowings (principal repayments)
Future finance charges
Less: future finance charges
Less than
Between
Between
1 year
€’000
1 and 2 years
€’000
2 and 5 years
€’000
796,902
233,161
33,999
1,064,062
(33,999)
1,030,063
-
1,459
22,506
23,965
(22,506)
1,459
-
9,376
66,423
75,799
(66,423)
9,376
Less than
Between
Between
1 year
€’000
1 and 2 years
€’000
2 and 5 years
€’000
601,404
125,978
24,897
752,279
(24,897)
727,382
-
89,511
15,511
105,022
(15,511)
89,511
-
9,258
37,451
46,709
(37,451)
9,258
Over
5 years
€’000
-
364,086
73,022
437,108
(73,022)
364,086
Over
5 years
€’000
-
211,269
28,785
240,054
(28,785)
211,269
Total
€’000
796,902
608,082
195,950
1,600,934
(195,950)
1,404,984
Total
€’000
601,404
436,016
106,644
1,144,064
(106,644)
1,037,420
The Group has sufficient cash resources and liquid assets to enable it to meet its current borrowing obligations and trade and other payables.
As at 31 March 2008
Company
Less than
Between
Between
1 year
€’000
1 and 2 years
€’000
2 and 5 years
€’000
Over
5 years
€’000
Total
€’000
Trade and other payables
271,843
-
10,387
-
282,230
As at 31 March 2007
Company
Less than
Between
Between
1 year
€’000
1 and 2 years
€’000
2 and 5 years
€’000
Over
5 years
€’000
Total
€’000
Trade and other payables
254,443
-
10,387
-
264,830
The Company has sufficient cash resources and liquid assets to enable it to meet its trade and other payables.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
109
Notes to the Financial Statements (continued)
47. Financial risk and capital management - continued
(iii) Market risk management
Foreign exchange risk management
DCC’s reporting currency and that in which its share capital is denominated is the euro. Foreign exchange risk arises from future commercial
transactions, recognised assets and liabilities and net investments in foreign operations giving rise to exposure to other currencies, primarily
sterling and the US dollar.
Divisional and subsidiary management, in conjunction with Group Treasury, manage foreign currency exposures within approved policies and
guidelines using forward currency contracts.
The portion of the Group’s operating profits which are sterling denominated are offset to a limited degree by certain natural economic hedges
that exist within the Group in that a proportion of the purchases by certain of its Irish businesses are sterling denominated. The Group does
not hedge the remaining translation exposure on the translation of the profits of foreign currency subsidiaries on the basis that they are not
intended to be repatriated. The 3.3% reduction in the average translation rate of sterling adversely impacted the Group’s reported operating
profit by €3.4 million in the year ended 31 March 2008.
The Group has investments in sterling operations which are highly cash generative. The Group seeks to manage the resultant foreign currency
translation risk through borrowings denominated in or swapped (utilising currency swaps or cross currency interest rate swaps) into sterling,
although this hedge is offset by the strong ongoing cash flow generated from the Group’s sterling operations leaving the Group with a net
investment in sterling assets. The 17% reduction in the value of sterling against the euro during the year ended 31 March 2008 gave rise to a
translation loss of €64.3 million on the translation of the Group’s sterling denominated net asset position at 31 March 2008 as set out in the
Statement of Total Recognised Gains and Losses. €16.0 million of this amount related to the Group’s sterling denominated intangible assets.
The Group has a moderate level of transactional currency exposure arising from sales or purchases by operating units in currencies other than
their functional currencies. Where sales or purchases are invoiced in other then the local currency and there is not a natural hedge with other
activities within the Group, DCC generally hedges between 50% and 90% of those transactions for the subsequent two months. The Group
also hedges approximately 50% of anticipated transactions in certain subsidiaries generally for periods up to 6 months with such transactions
qualifying as ‘highly probable’ forecast transactions for IAS 39 hedge accounting purposes.
Sensitivity to currency movements:
Group
A change in the value of other currencies by 10% against the euro would have a €8.3 million (2007: €7.0 million) impact on the Group’s profit
before tax, would change the Group’s equity by €42.6 million and change the Group’s net debt by €4.8 million (2007: €41.8 million and €5.0
million (net cash) respectively). These amounts include an immaterial amount of transactional currency exposure.
Company
The Company does not have significant levels of non-functional currency assets and liabilities at 31 March 2008 or at 31 March 2007.
Interest rate risk management
On a net debt basis, the Group is exposed to changes in interest rates, primarily changes in EURIBOR and sterling LIBOR. Having borrowed
at both fixed and floating rates of interest, DCC has swapped its fixed rate borrowings to floating interest rates, using interest rate and cross
currency interest rate swaps. Overall interest rate risk on gross borrowings is mitigated by matching, to the extent possible, the maturity of its
cash balances with the interest rate reset periods on the swaps related to its borrowings.
Sensitivity of interest charges to interest rate movements:
Group
Based on the composition of net debt at 31 March 2008 a one percentage point (100 basis points) change in average floating interest rates
would have a €1.24 million (2007: €1.01 million) impact on the Group’s profit before tax.
Company
The effective interest rates earned during the year on cash at bank ranged from 3.6% to 4.7%.
Commodity price risk management
The Group is exposed to commodity price risk in its LPG and oil distribution businesses. The Group generally hedges a proportion of its
anticipated LPG commodity exposure while price changes are being implemented, with such transactions qualifying as ‘highly probable’
forecast transactions for IAS 39 hedge accounting purposes. Certain customers occasionally require fixed price oil supply contracts generally
for periods of less than one year. In such circumstances, the Group enters into matching forward commodity contracts, not designated as
hedges under IAS 39. All commodity hedging counterparties are approved by the Board.
110
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Notes to the Financial Statements
(continued)
48. Related party transactions
The principal related party relationships requiring disclosure in the consolidated financial statements of the Group under IAS 24 Related Party
Disclosures relate to the existence of subsidiaries, joint ventures and associates and transactions with these entities entered into by the Group
and the identification and compensation of key management personnel as addressed in more detail below:
Group
Subsidiaries, joint ventures and associates
The consolidated financial statements include the financial statements of the Company and its subsidiaries, joint ventures and associates as
documented in the accounting policies on pages 63 to 71. A listing of the principal subsidiaries, joint ventures and associates is provided in
the Group Directory on pages 111 to 114 of this Annual Report.
Transactions are entered into in the normal course of business on an arm’s length basis.
Sales to and purchases from, together with outstanding payables and receivables to and from subsidiaries and joint ventures are eliminated in
the preparation of the consolidated financial statements.
Compensation of key management personnel
For the purposes of the disclosure requirements under IAS 24, the term ‘key management personnel’ (i.e. those persons having authority
and responsibility for planning, directing and controlling the activities of the Company) comprises the Board of Directors which manages the
business and affairs of the Company. Full disclosure in relation to the compensation entitlements of the Board of Directors is provided in the
Report on Directors’ Remuneration and Interests on pages 50 to 53 of this Annual Report.
Company
Subsidiaries, joint ventures and associates
During the year the Company received €230.000 million (2007: €38.999 million) in dividends from its subsidiaries and associates. Details of
loan balances to/from subsidiaries are provided in the Company Balance Sheet on page 61, in note 24 ‘Trade and Other Receivables’ and in
note 25 ‘Trade and Other Payables’.
During the year the Company was charged a management fee of €2.209 million (2007: €3.235 million) by its subsidiary, DCC Management
Services Limited.
49. Approval of financial statements
The financial statements were approved by the Board of Directors on 9 June 2008.
DCC - ANNUAL REPORT AND ACCOUNTS 2008
111
Group Directory
Principal Subsidiaries and Joint Ventures
DCC Energy
Company name & address
DCC Energy Limited
DCC House, Brewery Road,
Stillorgan, Blackrock,
Co. Dublin, Ireland
Oil
GB Oils Limited
302 Bridgewater Place,
Birchwood Park,
Warrington WA3 6XG, England
Emo Oil Limited
Clonminam Industrial Estate,
Portlaoise,
Co. Laois, Ireland
DCC Energy Limited
Airport Road West,
Sydenham,
Belfast BT3 9ED, Northern Ireland
LPG
Flogas UK Limited
81 Raynsway,
Syston,
Leicester LE7 1PF, England
Flogas Ireland Limited
Dublin Road,
Drogheda,
Co. Louth, Ireland
Fuel Cards
Fuel Card Group Limited
8 Kerry Hill,
Horsforth,
Leeds LS18 4AY, England
DCC SerCom
Company name & address
SerCom Distribution Limited
DCC House, Brewery Road,
Stillorgan, Blackrock,
Co. Dublin, Ireland
Retail
Gem Distribution Limited
St. George House, Parkway,
Harlow Business Park, Harlow,
Essex CM19 5QF, England
Principal activity
Contact details
Holding and divisional management
company
Procurement, sales, marketing and
distribution of petroleum products
Procurement, sales, marketing and
distribution of petroleum products
Procurement, sales, marketing and
distribution of petroleum products
Procurement, sales, marketing and
distribution of liquefied petroleum gas
Procurement, sales, marketing and
distribution of liquefied petroleum gas
Sale of motor fuels through fuel cards
Tel: +353 1 2799 400
Fax: +353 1 2831 017
Email: energy@dcc.ie
www.dcc.ie
Tel: +44 1925 858 500
Fax: +44 1925 858 501
Email: info@gboils.co.uk
www.gboils.co.uk
Tel: +353 578 674 700
Fax: +353 578 674 775
Email: info@emo.ie
www.emo.ie
Tel: +44 28 9073 2611
Fax: +44 28 9073 2020
Email: enquiries@emooil.com
www.emooil.com
Tel: +44 116 2649 000
Fax: +44 116 2649 001
Email: enquiries@flogas.co.uk
www.flogas.co.uk
Tel: +353 41 9831 041
Fax: +353 41 9834 652
Email: info@flogas.ie
www.flogas.ie
Tel: +44 1132 390 490
Fax: +44 1132 098 764
Email: info@fuelcard-group.com
www.fuelcard-group.com
Principal activity
Contact details
Holding and divisional management
company
Tel: +353 1 2799 400
Fax: +353 1 2831 017
Email: sercom@dcc.ie
www.sercomdistribution.com
Procurement, sales, marketing and
distribution of computer software
and peripherals
Tel: +44 1279 822 800
Fax: +44 1279 416 228
Email: info@gem.co.uk
www.gem.co.uk
Tel: +353 1 2826 444
Fax: +353 1 2826 532
Pilton Company Limited
Unit 2, Loughlinstown Industrial Estate,
Ballybrack, Co. Dublin, Ireland
Procurement, sales, marketing and
distribution of DVDs and computer
games and accessories
112
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Group Directory
(continued)
DCC SerCom (continued)
Company name & address
Principal activity
Contact details
Banque Magnetique SAS
Park International d’Activités, Paris Nord II,
8 Avenue de la Pyramide, BP 64060,
Tremblay en France 95972, Roissy, France
Procurement, sales, marketing and
distribution of computer peripherals
and accessories
Tel: +33 1 49 90 93 93
Fax: + 33 1 49 90 94 94
Email: sales@banquemagnetique.fr
www.banquemagnetique.fr
Reseller
Micro Peripherals Limited
Shorten Brook Way, Altham Business Park, distribution of computer products
Altham, Accrington,
Lancashire BB5 5YJ, England
Procurement, sales, marketing and
Procurement, sales, marketing and
distribution of computer products
Distribution of enterprise infrastructure
products in France, Iberia & Benelux
Tel: +44 1282 776 776
Fax: +44 1282 770 001
Email: enquiries@micro-p.com
www.micro-p.com
Tel: +353 1 4087 171
Fax: +353 1 4193 111
Email: sharptext@sharptext.com
www.sharptext.com
Tel: +33 1 34 58 47 00
Fax: + 33 1 34 58 47 27
Email: info@distrilogie.com
www.distrilogie.com
Provision of supply chain management
and procurement services
Tel: +353 1 4056 500
Fax: +353 1 4056 555
Email: kevin.vaughan@sercomsolutions.com
www.sercomsolutions.com
Principal activity
Contact details
Holding and divisional management
company
Tel: +353 1 2799 400
Fax: +353 1 2831 017
Email: healthcare@dcc.ie
www.dcc.ie
Procurement, sales and marketing of
pharmaceutical, medical and laboratory
products and provision of related
value-added services
Tel: +353 1 2907 000
Fax: +353 1 2954 777
Email: information@fannin.ie
www.fannin.ie
Provision of value-added distribution
services to hospitals and healthcare
providers
Tel: +44 1246 470 999
Fax: +44 1246 284 030
Sharptext Limited
M50 Business Park,
Ballymount Road Upper,
Dublin 12, Ireland
Enterprise
Distrilogie SA
Energy Park IV,
34 Avenue de l’Europe
78140 Velizy, France
Supply Chain Management
SerCom Solutions Limited
M50 Business Park,
Ballymount Road Upper,
Dublin 12, Ireland
DCC Healthcare
Company name & address
DCC Healthcare Limited
DCC House, Brewery Road,
Stillorgan, Blackrock,
Co. Dublin, Ireland
Acute Care
Fannin Limited
Fannin House,
South County Business Park,
Leopardstown, Dublin 18, Ireland
Squadron Medical Limited
Unit A, Griffen Close,
Ireland Industrial Estate, Staveley,
Chesterfield S43 3LJ, England
The TPS Healthcare Group Limited
27-35 Napier Place,
Wardpark North, Cumbernauld,
Glasgow G68 0LL, Scotland
Provision of value-added distribution
services to hospitals and healthcare
providers
Tel: +44 1236 739 668
Fax: +44 1236 738 376
Email:corporate@tpshealthcare.com
www.tpshealthcare.com
Health & Beauty Solutions
DCC Health & Beauty Solutions
9-12 Hardwick Road,
Astmoor Industrial Estate, Runcorn,
Cheshire WA7 1PH, England
Outsourced solutions for the health
and beauty industry
Tel: +44 1928 573 734
Fax: +44 1420 566 566
Email: enquiries@dcchealthandbeauty.com
www.dcchealthandbeauty.com
DCC - ANNUAL REPORT AND ACCOUNTS 2008
113
Group Directory (continued)
DCC Healthcare (continued)
Company name & address
Laleham Healthcare Limited
Sycamore Park,
Mill Lane, Alton,
Hampshire GU34 2PR, England
Thompson & Capper Limited
9-12 Hardwick Road,
Astmoor Industrial Estate, Runcorn,
Cheshire WA7 1PH, England
EuroCaps Limited
Crown Business Park,
Dukes Town, Tredegar,
Gwent NP22 4EF, Wales
Mobility & Rehab
Days Healthcare UK Limited
North Road,
Bridgend Industrial Estate,
Bridgend CF31 3TP, Wales
Physio-Med Services Limited
7-23 Glossop Brook Business Park,
Surrey Street, Glossop,
Derbyshire SK13 7AJ, England
Days Healthcare GmbH
Oberbecksener Str. 68,
D-32547 Bad Oeynhausen,
Germany
Ausmedic Australia Pty Limited
Unit 4, 37 Leighton Place,
Hornsby,
NSW 2077, Australia
DCC Food & Beverage
Company name & address
DCC Food & Beverage Limited
79 Broomhill Road,
Tallaght,
Dublin 24, Ireland
Healthfoods
Kelkin Limited
Unit 1, Crosslands Industrial Park,
Ballymount Cross,
Dublin 12, Ireland
Indulgence
Robert Roberts Limited
79 Broomhill Road,
Tallaght,
Dublin 24, Ireland
Principal activity
Contact details
Contract manufacture and packing of
nutraceuticals and cosmetics
(liquids and creams)
Tel: +44 1420 566 500
Fax: +44 1420 566 566
Email: reception@laleham-healthcare.com
www.laleham-healthcare.com
Development, contract manufacture and
packing of tablet and hard gel capsule
nutraceuticals
Tel: +44 1928 573 734
Fax: +44 1928 580 694
Email: enquiries@tablets2buy.com
www.tablets2buy.com
Development and contract manufacture
of soft gel capsule nutraceuticals
Development, procurement, sales and
marketing of mobility and rehabilitation
products
Procurement, sales and marketing of
rehabilitation products
Development, procurement, sales and
marketing of mobility and rehabilitation
products
Procurement, sales and marketing of
mobility and rehabilitation products
Tel: +44 1495 308 900
Fax: +44 1495 308 990
Email: info@softgels.co.uk
www.softgels.co.uk
Tel: +44 1656 664 700
Fax: +44 1656 664 750
Email: info@dayshealthcare.com
www.dayshealthcare.com
Tel: +44 1457 860 444
Fax: +44 1457 860 555
Email: sales@physio-med.com
www.physio-med.com
Tel: +49 5731 786 50
Fax: +49 5731 786 520
Email: info@dayshealthcare.de
www.dayshealthcare.de
Tel: +61 2 9477 3422
Fax: +61 2 9477 3522
Email: sales@ausmedic.com
www.ausmedic.com
Principal activity
Contact details
Holding and divisional management
company
Procurement, sales, marketing and
distribution of branded healthy foods,
beverages and vms products
Procurement, sales, marketing and
distribution of food and beverages
Tel: +353 1 4047 300
Fax: +353 1 4599 369
Email: foods@dcc.ie
www.dcc.ie
Tel: +353 1 4600 400
Fax: +353 1 4600 411
Email: info@kelkin.ie
www.kelkin.ie
Tel: +353 1 4047 300
Fax: +353 1 4599 369
Email: info@robt-roberts.ie
www.robt-roberts.ie
114
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Group Directory
(continued)
DCC Food & Beverage (continued)
Company name & address
Principal activity
Bottle Green Limited
19 New Street,
Horsforth,
Leeds LS18 4BH, England
KP (Ireland) Limited *
79 Broomhill Road,
Tallaght,
Dublin 24, Ireland
Logistics
Allied Foods Limited
Second Avenue,
Cookstown Industrial Estate,
Dublin 24, Ireland
Other
Kylemore Foods Group *
McKee Avenue,
Finglas,
Dublin 11, Ireland
DCC Environmental
Company name & address
DCC Environmental Limited
DCC House, Brewery Road,
Stillorgan, Blackrock,
Co. Dublin, Ireland
Enva Ireland Limited
Clonminam Industrial Estate,
Portlaoise,
Co. Laois, Ireland
Wastecycle Limited
Enviro Building, Private Road No. 4,
Colwick Industrial Estate,
Nottingham NG4 2JT, England
William Tracey Limited *
49 Burnbrae Road, Linwood,
Paisley, Renfrewshire
PA3 3BD, Scotland
* 50% owned joint venture
Procurement, sales, marketing and
distribution of wine
Manufacture of snack foods
Chilled and frozen food distribution
Operation of restaurants and contract
catering
Contact details
Tel: +44 113 2054 500
Fax: +44 113 2054 501
Email: info@bottlegreen.com
www.bottlegreen.com
Tel: +353 1 4047 300
Fax: +353 1 4599 369
Tel: +353 1 466 2600
Fax: +353 1 466 2688
Email: info@alliedfoods.ie
Tel: +353 1 814 0600
Fax: + 353 1 814 0601
Email: info@kylemore.ie
www.kylemore.ie
Principal activity
Contact details
Holding and divisional management
company
Specialist waste treatment/management
services
Recycling and waste management company
Recycling and waste management company
Tel: +353 1 2799 400
Fax: +353 1 2831 017
Email: environmental@dcc.ie
www.dcc.ie
Tel: +353 578 678 600
Fax: +353 578 678 699
Email: info@enva.ie
www.enva.ie
Tel: +44 115 9403 111
Fax: +44 115 940 4141
Email: enquiries@wastecycle.co.uk
www.wastecycle.co.uk
Tel: +44 1505 321 000
Fax: + 44 1505 335 555
Email: info@wmtracey.co.uk
www.wmtracey.co.uk
DCC - ANNUAL REPORT AND ACCOUNTS 2008
115
Shareholder Information
Share price data
Share price movement during the year
- High
- Low
Share price at 31 March
Market capitalisation at 31 March
Share price at 4 June
Market capitalisation at 4 June
Shareholder analysis as at 31 March 2008
2008
€
26.48
14.78
14.95
1,208m
16.10
1,309m
2007
€
28.00
17.68
26.36
2,120m
Range of shares held
Number of accounts
% of accounts
Number of Shares1
% of shares
Over 250,000
100,001 – 250,000
10,001 – 100,000
Less than 10,000
Total
44
45
181
3,265
3,535
1.2
1.3
5.1
92.4
63,515,750
7,455,979
6,002,016
3,841,420
100.0
80,815,165
78.6
9.2
7.4
4.8
100.0
Geographic division2
Number of Shares1
% of shares
Ireland
UK
North America
Europe/Other
Retail3
Total
16,066,778
18,951,965
24,896,254
6,681,250
14,218,918
80,815,165
19.9
23.4
30.8
8.3
17.6
100.0
1 Excludes 7,414,239 shares held as Treasury Shares.
2 This represents the best estimate of the number of shares controlled by fund managers resident in the relevant geographic regions.
3 Retail includes private shareholders, management and broker holdings.
Share listings
DCC’s shares are traded on the Irish
Stock Exchange and the London Stock
Exchange. DCC’s shares are quoted on the
official lists of both the Irish Stock Exchange
and the UK Listing Authority.
ISIN: IE0002424939
ISE Xetra: DCC plc
Bloomberg: DCC ID, DCC LN
Website - www.dcc.ie
Through DCC’s website, stakeholders
and other interested parties can access
information on DCC in an easy-to-follow
and user-friendly format. As well as
information on the Group’s activities, users
can keep up to date on DCC’s financial
results and share price performance
through downloadable reports and
interactive share price tools. The site also
provides access to archived financial
data, annual reports, stock exchange
announcements and investor presentations.
Registrar
All administrative queries about the holding
of DCC shares should be addressed to
the Company’s Registrar, Computershare
Investor Services (Ireland) Limited, Heron
House, Corrig Road, Sandyford Industrial
Estate, Dublin 18, Ireland.
Tel: + 353 1 247 5698
Fax: + 353 1 216 3151
E-mail: web.queries@computershare.ie
Amalgamation of accounts
Shareholders who receive duplicate sets
of Company mailings owing to multiple
accounts in their names may write to the
Company’s Registrar to have their accounts
amalgamated.
Dividends
Shareholders are offered the option
of having dividends paid in euro or
pounds sterling. Shareholders may also
elect to receive dividend payments by
electronic funds transfer directly into
their bank accounts, rather than by
cheque. Shareholders should contact the
Company’s Registrar for details.
Dividend Withholding Tax (“DWT”)
The Company is obliged to deduct tax at
the standard rate of income tax in Ireland
(currently 20%) from dividends paid
to its shareholders, unless a particular
shareholder is entitled to an exemption
from DWT and has completed and returned
to the Company’s Registrar a declaration
form claiming entitlement to the particular
exemption. Exemption from DWT may be
available to shareholders resident in another
EU Member State or in a country with which
the Republic of Ireland has a double taxation
agreement in place and to non-individual
shareholders resident in Ireland (e.g.
companies, pension funds and charities).
An explanatory leaflet entitled “Dividend
Withholding Tax – General Information
Leaflet” has been published by the Irish
Revenue Commissioners and can be
obtained by contacting the Company’s
Registrar at the above address. This leaflet
can also be downloaded from the Irish
Revenue Commissioners website at www.
revenue.ie. Declaration forms for claiming
an exemption are available from the
Company’s Registrar.
116
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Shareholder Information
(continued)
CREST
DCC is a member of the CREST share
settlement system. Shareholders may
continue to hold paper share certificates
or hold their shares in electronic form.
Shareholders should consult their
stockbroker if they wish to hold shares in
electronic form.
Annual General Meeting
The 2008 Annual General Meeting will
be held at The Four Seasons Hotel,
Simmonscourt Road, Ballsbridge, Dublin
4, Ireland on Friday 18 July 2008 at 11.00
a.m. The Notice of Meeting together with an
explanatory letter from the Chairman and a
Form of Proxy accompany this Report.
Financial calendar
• Preliminary results announced
19 May 2008
• Ex-dividend date for the final dividend
28 May 2008
• Record date for the final dividend
30 May 2008
• Annual General Meeting
18 July 2008
• Proposed payment date for final dividend
24 July 2008
• Interim results announced
November 2008
• Payment date for the interim dividend
December 2008
Electronic proxy voting
and CREST voting
Shareholders may lodge a Form of Proxy
for the 2008 Annual General Meeting via
the internet. Shareholders who wish to
submit their proxy in this manner may do
so by accessing the Company’s Registrar’s
website at www.computershare.com/ie/
voting/dcc and following the instructions
which are set out on the Form of Proxy.
CREST members who wish to appoint a
proxy or proxies via the CREST electronic
proxy appointment service should refer to
footnote 3 of the Notice of Annual General
Meeting for instructions on how to do so.
Investor relations
For investor enquiries please contact Conor
Murphy, Investor Relations Manager, DCC
plc, DCC House, Brewery Road, Stillorgan,
Blackrock, Co Dublin, Ireland.
Tel: + 353 1 2799 400
Fax: + 353 1 2799 422
email: investorrelations@dcc.ie
Corporate Information
Auditors
PricewaterhouseCoopers
Chartered Accountants
& Registered Auditors
One Spencer Dock
North Wall Quay
Dublin 1
Ireland
Registrar
Computershare Investor Services
(Ireland) Limited
Heron House
Corrig Road
Sandyford Industrial Estate
Dublin 18
Ireland
Bankers
ABN AMRO Bank
Allied Irish Banks
Bank of Ireland
Barclays
BNP Paribas
Deutsche Bank
IIB Bank
KBC Bank
Royal Bank of Scotland
Ulster Bank
Solicitors
William Fry
Fitzwilton House
Wilton Place
Dublin 2
Ireland
DCC - ANNUAL REPORT AND ACCOUNTS 2008
117
Registered and Head Office
DCC House
Brewery Road
Stillorgan
Blackrock
Co. Dublin
Ireland
Stockbrokers
Davy
49 Dawson Street
Dublin 2
Ireland
JPMorgan Cazenove Limited
20 Moorgate
London EC2R 6DA
England
118
DCC - ANNUAL REPORT AND ACCOUNTS 2008
Index
Accounting Policies
Accounting Records
Acquisitions and Organic Development Expenditure
Analysis of Net Debt
Articles of Association
Attendance at Meetings
Audit Committee
Auditors
Balance Sheet and Group Financing
Board Changes
Board Committees
Board of Directors
Borrowings
Business Combinations
Business Reviews
Capital and Treasury Shares
Capital Expenditure Commitments
Cash and Cash Equivalents
Cash Flow
Cash Generated from Operations
Chairman’s Statement
Chief Executive’s Review
Commitments under Operating and Finance Leases
Commodity Price Risk Management
Company Balance Sheet
Company Cash Flow Statement
Company Statement of Recognised Income and Expense
Contents
Contingencies
Corporate Governance
Corporate Information
Corporate Social Responsibility
Credit Risk Management
Critical Accounting Estimates and Judgments
DCC Energy
DCC Environmental
DCC Food & Beverage
DCC Healthcare
DCC SerCom
Deferred Acquisition Consideration
Deferred Income Tax
Derivative Financial Instruments
Directors
Directors’ and Company Secretary’s Interests
Page
34
43
12
94
43
45
44
43
36
8
44
4, 44
92
104
14
42
103
91
36
102
8
10
103
39
61
62
62
1
102
44
117
13, 40
39
71
14
30
26
22
18
98
95
91
42
53
Directors’ Emoluments and Interests
Directors’ Remuneration
Dividend increase
Dividends
Divisional Highlights
Earnings per Ordinary Share
Employee Share Options
Employment
Environment, Health & Safety
Equity Share Capital
Exceptional Profit
Exceptionals
Finance Costs and Finance Income
Financial Review
Financial Risk and Capital Management
Financial Risk management
Financial Strength
Foreign Currency
Foreign Exchange Risk Management
Fyffes Case
Government Grants
Group at a Glance
Group Balance Sheet
Group Cash Flow Statement
Group Directory
Group Income Statement
Group Operating Profit
Group Statement of Recognised Income and Expense
Highlights
Income Tax Expense
Intangible Assets
Interest Rate Risk and Debt/Liqudity Management
Inventories
Investments in Associates
Investments in Subsidiary Undertakings
Key Performance Indicators
Management and Staff
Minority Interest
Movement in Total Equity
Movement in Working Capital
Page
77
50
8
36,42, 85
11
85
79
79
41
99
11
82
83
34
106
38, 71
12
83
38
8, 44, 47
99
2
59
60
111
57
77
58
1
84
87
39
89
88
89
34
9
101
101
90
DCC - ANNUAL REPORT AND ACCOUNTS 2008
119
Index
Nomination Committee
Non-executive Chairman
Notes to the Financial Statements
Other Operating Income/Expenses
Other Reserves
Outlook
Overview of Results
Political Contributions
Principal Risks and Uncertainties
Principal Subsidiaries and Joint Ventures
Profit Attributable to DCC plc
Property, Plant and Equipment
Proportionate Consolidation of Joint Ventures
Provisions for Liabilities and Charges
Related Party Transactions
Remuneration Committee
Remuneration Policy
Report of the Directors
Report of the Independent Auditors
Report on Directors’ Remuneration and Interests
Research and Development
Results Highlights
Results Overview
Retained Earnings
Retirement Benefit Obligations
Return on Capital Employed
Review of Activities and Events since Year End
Segment Information
Senior Management
Shareholder Information
Share of Associates’ Profit after Tax
Share Options
Share Premium Account
Strategy Review
Substantial Shareholdings
Trade and Other Payables
Trade and Other Receivables
Page
45
44
63
77
100
9,13
34
43
42
42
85
86
78
98
110
45, 50
50
42
55
50
43
10
8
100
95
36
42
72
6
115
83
52
100
13
43
90
89
120
DCC - ANNUAL REPORT AND ACCOUNTS 2008
5 Year Review
Group Income Statement
Year ended 31 March
Irish GAAP
2004
€’m
IFRS
2005
€’m
IFRS
2006
€’m
IFRS
2007
€’m
IFRS
2008
€’m
Revenue
2,089.4
2,644.7
3,436.3
4,046.1
5,532.0
Operating profit before operating exceptional
items and amortisation of intangible assets
Operating exceptional items
Amortisation of intangible assets
Operating profit
Finance costs (net)
Share of associates’ profit after tax
Non-operating exceptional items
Profit before tax
Income tax expense
Minority interests
Profit attributable to Group shareholders
Earnings per share
- basic (cent)
- basic adjusted (cent)
101.6
(2.3)
(8.3)
91.0
(3.8)
15.8
(5.9)
97.1
(12.0)
(0.8)
84.3
109.3
(16.0)
(1.2)
92.1
(5.7)
19.3
(4.8)
100.9
(12.1)
(1.0)
87.8
121.0
2.8
(4.9)
118.9
(7.0)
28.1
(1.2)
138.8
(13.5)
(1.5)
123.8
140.1
24.5
(6.7)
157.9
(10.8)
14.7
-
161.8
(20.7)
(0.9)
140.2
167.2
39.6
(7.9)
198.9
(17.8)
0.6
-
181.7
(16.5)
(0.7)
164.5
101.98
121.89
109.68
137.22
153.92
157.23
174.59
160.02
204.28
165.06
Dividend per share (cent)
32.40
37.26
42.85
49.28
56.67
Dividend cover (times)
Interest cover (times)
Group Balance Sheet
As at 31 March
Non-current and current assets
Property, plant and equipment
Intangible assets
Investments in associates
Cash/derivatives
Other assets
Total assets
Equity
Non-current and current liabilities
Borrowings/derivatives
Retirement benefit obligations
Other liabilities
Total liabilities
Total equity and liabilities
3.8
26.7
IFRS
2004
€’m
218.6
131.4
42.0
323.5
434.2
1,149.7
3.7
19.2
IFRS
2005
€’m
254.8
208.1
51.4
353.3
541.1
1,408.7
3.7
17.2
IFRS
2006
€’m
267.5
248.5
76.8
354.4
665.4
1,612.6
3.2
12.9
IFRS
2007
€’m
319.6
321.4
90.3
340.2
783.1
1,854.6
2.9
9.4
IFRS
2008
€’m
337.1
416.9
4.7
512.7
1,037.3
2,308.7
462.8
492.2
585.4
687.7
742.4
261.1
17.2
408.6
686.9
1,149.7
362.2
25.4
528.9
916.5
1,408.7
387.1
20.7
619.4
1,027.2
1,612.6
440.7
16.4
709.8
1,166.9
1,854.6
636.4
21.9
908.0
1,566.3
2,308.7
Net cash/(debt) included above
62.4
(8.9)
(32.7)
(100.5)
(123.7)
Group Cash Flow
Year ended 31 March
Operating cash flow
Capital expenditure
Acquisitions
Other Information
Return on tangible capital employed (%)
Return on total capital employed (%)
Irish GAAP
2004
€’m
151.9
32.1
14.5
Irish GAAP
2004
39.8%
21.3%
IFRS
2005
€’m
116.4
43.6
81.2
IFRS
2005
44.9%
20.4%
IFRS
2006
€’m
142.9
57.7
54.7
IFRS
2006
43.0%
19.1%
IFRS
2007
€’m
127.4
60.7
105.7
IFRS
2007
38.9%
17.9%
IFRS
2008
€’m
129.0
87.5
176.6
IFRS
2008
38.0%
17.5%
Working capital (days)
11.6
10.2
9.5
14.0
16.4
Average number of employees
3,768
4,746
5,109
5,653
6,638
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DCC plc
DCC House, Brewery Road,
Stillorgan, Blackrock,
Co. Dublin, Ireland.
Tel: + 353 1 279 9400
Fax: + 353 1 283 1017
Email: info@dcc.ie
www.dcc.ie
P R I N T E D O N E N V I R O N M E N T A L L Y F R I E N D L Y P A P E R