WIZZ AIR HOLDINGS PLC
ANNUAL REPORT AND ACCOUNTS 2015
CONTENTS
Strategic report
Financial highlights
Company overview
Chairman’s statement
Chief executive’s review
Selected statistics
Financial review
Key statistics
Principal risks and uncertainties
Governance
Corporate governance report
Compliance with the UK corporate governance code
Management of the company
Report of the chairman of the audit committee
Directors’ remuneration report
Corporate responsibility
Directors’ report
Company information
Statement of directors’ responsibilities
Independent auditors’ report
Accounts and other information
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes forming part of the financial statements
4
5
9
11
18
20
27
28
32
33
36
44
46
57
58
61
62
63
71
72
73
75
76
References to “Wizz Air”, “the Company”, “the Group”, “we” or “our” in this report are references to wizz air holdings plc or to
wizz air holdings plc and its subsidiaries.
Wizz Air Holdings Plc Annual report and accounts 2015
2
STRATEGIC
REPORT
Wizz Air Holdings Plc Annual report and accounts 2015
3
STRATEGIC REPORT
FINANCIAL HIGHLIGHTS
Financial year
Total revenue
Profit for the year
Underlying profit after tax*
2015
€ million
1,227.3
183.2
146.2
Financial year
Passengers**
Year-end fleet
Number of routes operated during year
Number of employees (average)***
* See Note 10 for reconciliation between Underlying (non-GAAP) and IFRS Profit for the year
2015
16.5m
55
348
2,040
** Booked passengers.
*** Including subcontracted staff, being primarily rented pilots.
2014
€ million
1,011.8
87.7
87.5
2014
13.9m
46
308
1,650
Change
+21%
+109%
+67%
Change
+18%
+20%
+13%
+24%
FTE: full-time equivalent employees, including subcontracted staff, being primarily rented pilots.
2015, F15 and FY 2015 in this document refer to the financial year ended on 31 March 2015
Wizz Air Holdings Plc Annual report and accounts 2015
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STRATEGIC REPORT
COMPANY OVERVIEW
Our presence across Europe
Number of routes operated by country as at 27 April 2015:
Poland
Romania
Hungary
Bulgaria
Lithuania
Macedonia
Serbia
Latvia
Ukraine
Bosnia and Herzegovina
Czech Republic
Slovakia
Other Central and Eastern European (CEE*) countries
* CEE is a region comprised of Albania, Belarus, Bosnia and Herzegovina, Bulgaria, Croatia, the Czech Republic, Estonia,
Hungary, Kosovo, Latvia, Lithuania, Macedonia, Moldova, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Slovenia and
Ukraine.
116
92
43
24
22
21
12
11
6
9
9
4
6
Wizz Air Holdings Plc Annual report and accounts 2015
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STRATEGIC REPORT
COMPANY OVERVIEW CONTINUED
We have grown to become central and Eastern Europe’s leading low cost airline
From our modest beginnings we have grown to become Central and Eastern Europe’s leading low cost
airline. In the 2015 financial year we transported 16.5 million passengers, a cumulative increase of 101 per cent.
over the last five years. During the course of the year we operated over 348 routes, handled 16.5 million
passengers and at the end of the year we had a fleet of 55 Airbus A320 aircraft and employed more than
2,100 people. Here are some of the highlights since we first started flying in May 2004.
History of the Group
Wizz Air was founded in 2003 by its current Chief Executive Officer József Váradi and five other individuals
who recognised a demand for low-cost carriers in CEE driven in particular by the accession of ten new EU
Member States on 1 May 2004, eight of which are in CEE (the Czech Republic, Estonia, Hungary, Latvia,
Lithuania, Poland, Slovakia and Slovenia) and the anticipated accession of Bulgaria and Romania to the EU in
January 2007. Wizz Air was established with bases in Budapest in Hungary and Katowice in Poland and its
first flight took off from Katowice on 19 May 2004.
Significant milestones in the development of Wizz Air since its first flight have included:
FY 2005
E By the end of its first year of operation, Wizz Air had established bases in Hungary and Poland, and
started flying to eight other European countries (Belgium, France, Germany, Greece, Italy, Spain, Sweden
and the United Kingdom), flying a total of 36 routes by March 2005.
E On-board catering, hotel bookings, car rental services and airport agents were offered as ancillary
services.
E
Indigo Partners and certain EU investors provided financing to Wizz Air in the form of convertible loans
and convertible notes.
E 0.9 million passengers were carried and Wizz Air had six aircraft in its fleet at year end.
FY 2006
E A third base was established in Gdansk, Poland.
E First aircraft order placed with Airbus to acquire twelve A320 aircraft.
E 2.1 million passengers were carried and Wizz Air had eight aircraft in its fleet at year end.
FY 2007
E A base was established in Sofia in Bulgaria, ahead of the country joining the EU in January 2007. Wizz
Air started flying to Croatia, Romania and the Netherlands, bringing the number of operated routes to 64
at the year end.
E A second order was placed with Airbus to acquire a further 20 A320 aircraft.
E Priority boarding was launched as additional ancillary service.
E
Indi g o P a r t n e r s and certain EU investors provided further financing to Wizz Air in the form of
convertible notes and equity.
E 3.1 million passengers were carried and Wizz Air had ten aircraft in its fleet at the year end.
FY 2008
E A base was opened in Romania and Wizz Air started flying to Norway. Wizz Air operated 86 routes at
year end.
E A third order was placed with Airbus to acquire 50 A320 aircraft.
E Multi-currency pricing, extra legroom and travel insurance products were launched.
E 4.6 million passengers were carried and Wizz Air had 17 aircraft in its fleet at the year end.
FY 2009
E Wizz Air Ukraine was established in July 2008, the country’s first low-cost carrier, and a base was
opened in Kiev. Wizz Air started flying to Finland and operated 124 routes at year end.
E 6.2 million passengers were carried and Wizz Air had 22 aircraft in its fleet at the year end.
Wizz Air Holdings Plc Annual report and accounts 2015
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STRATEGIC REPORT
COMPANY OVERVIEW CONTINUED
History of the Group continued
FY 2010
E A base was opened in Prague in the Czech Republic and Wizz Air started flying to Latvia.
E A fourth order was placed with Airbus to acquire 50 (later reduced to 30) aircraft.
E First co-branded credit card w a s launched in Hungary, followed by similar programmes in Poland
and Romania.
E 8.2 million passengers were carried and Wizz Air had 30 aircraft in its fleet at the year end.
FY 2011
E Wizz Air started flying to Serbia and Turkey, operating a total of 194 routes at year end, and
subsequently opened a base in Belgrade in Serbia.
E Wizz Air established a new head office in Geneva, Switzerland.
E An online check-in option was launched and charges were implemented for airport check-in.
E 9.8 million passengers were carried and Wizz Air had 35 aircraft in its fleet at the year end.
FY 2012
E A base was established in Vilnius in Lithuania and Wizz Air started flying to Cyprus, operating a total of
217 routes at year end.
E Wizz Exclusive Club (the predecessor to the Wizz Discount Club) loyalty programme was launched.
E Wizz Reserved Seat ancillary product selling the first two rows of seats was launched.
E
11.3 million passengers were carried and Wizz Air had 36 aircraft in its fleet at the year end.
FY 2013
E A base was established in Macedonia and Wizz Air started flying to Georgia, Israel, Slovenia and
Switzerland, operating a total of 233 routes at year end.
E A new cabin baggage policy was introduced. Wizz Air was the first EU airline to charge for large cabin
baggage.
E Re-launched and re-branded the loyalty programme as “Wizz Discount Club”.
E A mobile sales channel was launched to enable bookings on iOS and Android mobile telephones.
E
12.3 million passengers were carried and Wizz Air had 40 aircraft in its fleet at year end.
FY 2014
E A base was established in Donetsk, Ukraine. Services were started to Azerbaijan, Bosnia and
Herzegovina, Malta, Moldova, Russia, Slovakia and the United Arab Emirates.
E The Wizz Air flight simulator and training centre in Budapest, Hungary, opened
E Wizz Tours package holiday booking platform commenced sales in October 2013.
E Part 145 maintenance organisation established enabling Wizz Air to perform certain in-house
maintenance activities.
E
13.9 million passengers were carried and Wizz Air had 46 aircraft in its fleet at the year end.
FY 2015
E Bases were opened in Riga, Latvia, in June 2014 and in Craiova, Romania, in July 2014.
E The Donetsk, Ukraine, base was suspended in April 2014 due to political crisis in the east of the country.
E Wizz Air announced bases in Tuzla, Bosnia and Herzegovina, and Kosice, Slovakia, with operations
starting in June 2015.
E Wizz Air commenced flights to Egypt, Portugal and Denmark.
E Baggage fee discounts were offered to Wizz Discount Club members.
E Two types of memberships of Wizz Discount Club were created, comprising a standard membership for
two passengers and a group membership for up to six passengers.
Wizz Air Holdings Plc Annual report and accounts 2015
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STRATEGIC REPORT
COMPANY OVERVIEW CONTINUED
History of the Group continued
FY 2015 continued
E Significant summer 2015 route expansion was announced for Wizz Air’s core markets in CEE. New
destinations included Aberdeen, Belfast and Bristol (United Kingdom), Billund (Denmark), Hurghada
Iasi (Romania), Kosice (Slovakia), Lisbon (Portugal), Maastricht and Groningen (the
(Egypt),
Netherlands), Molde (Norway), Nis (Serbia), Nuremberg (Germany), Ohrid (Macedonia) and Pescara
(Italy).
E Wizz Air announced the closure of Wizz Air Ukraine and the consolidation of Ukrainian routes into the
Wizz Air Hungary route network.
E
E
In March the Company completed an initial public offering with a premium listing of its shares on the
London Stock Exchange (IPO).
16.5 million passengers were carried and Wizz Air had 55 aircraft in its fleet at the year end.
FY 2016 to date
E
E
In April Wizz Air announced the introduction of full allocated seating on all services.
In May a comprehensive re-branding, including new livery, was announced.
Wizz Air Holdings Plc Annual report and accounts 2015
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STRATEGIC REPORT
CHAIRMAN’S STATEMENT
I am pleased to report that the Company delivered record profits in the 2015 financial year with underlying
profit after tax growing by 67 per cent to €146.2 million (see Financial Review for more detail). This increase
was due to increased passenger demand, a 2.5 per cent increase in average fares and a relatively modest rise
in fuel costs which increased just 10 per cent over the prior year to €396.6 million. The growing scale of the
business, combined with sharply higher margins, accounted for the strong rise in profitability.
During the year Wizz Air delivered a number of significant milestones:
E Our traffic grew by 18.4 per cent to 16.5 million passengers, consolidating our position as the leading low
cost airline in Central and Eastern Europe.
E We continued to grow and diversify our route network by opening two new bases and 63 new routes.
The Company now offers 375 routes to 38 countries.
E We took delivery of 13 aircraft and returned four aircraft that had reached the end of their lease term
and the fleet size increased from 46 to 55 aircraft. Wizz operates the youngest fleet of any major
European airline.
E The airline operated at 99.8 per cent of its schedule (cancelling only 187 out of 105,627 flights scheduled)
making it one of the most reliable airlines in the industry.
E We became even more cost competitive by further reducing our unit costs. Our cost per available seat
kilometre (CASK) declined by 2.1 per cent to 3.62 Euro cents.
E We successfully listed the Company’s Ordinary Shares on the London Stock Exchange at a price of
£11.50 per share, a fully diluted equity valuation for the Company of £1,456 million (€2,008 million),
raising gross proceeds of £110 million (€150 million) for the Company in the process.
Opportunity
The 500 million plus people that live in Central and Eastern Europe have traditionally had very poor access
to air travel. Wizz Air is helping to change this by bringing affordable air travel to the region. As one of the
few airlines operating the ultra low cost carrier model across the region, the Company has a unique
opportunity to grow over the next decade. As such, it remains focused on developing its network of routes
to, from and within the region and expects to be able to deliver premium growth rates for the foreseeable
future.
Customers
More people choose to fly with Wizz Air every year. Last year alone, the airline handled 2.6 million more
passengers than the previous year – this growth is itself more than the total passengers carried by most
CEE-based airlines.
This volume growth indicates that the Company’s strategy of providing safe, reliable, punctual and friendly
air travel to a range of attractive destinations, all at the lowest possible fares, has proved to be a very
successful formula. Every day of the week, the efforts of the management team, crew and service partners
are focused on delivery of this formula.
To the 16.5 million passengers who chose to fly with Wizz Air last year, we thank you for placing your trust in
the Wizz Air team. To the millions more that will fly with Wizz Air in the coming year: welcome on board!
Employees
I would also like to take this opportunity to thank all of our employees for another year where they again
demonstrated their enthusiasm, professionalism and passion for the airline and its customers. The results, in
terms of fleet expansion, new bases and destinations, schedule reliability and on-time performance, speak for
themselves. Thank you all!
Wizz Air Holdings Plc Annual report and accounts 2015
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STRATEGIC REPORT
CHAIRMAN’S STATEMENT CONTINUED
Board of Directors
In addition, I would like to thank all Directors past and present who have contributed so much to the
development of the Company in recent years and have been instrumental in successfully guiding it to and
through its stock market debut.
Finally, a special note of thanks should also go to the two Directors who left the Board during the year, John
Tierney and Heather Lawrence.
William A. Franke
Chairman
26 May 2015
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STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW
Financial performance
I am pleased to present Wizz Air’s first annual report as a publicly listed company. The 2015 financial year
saw many pleasing developments as we further extended the reach of our ultra-low cost business model,
maintaining our position as Central and Eastern Europe’s largest low cost airline, and delivered record levels
of profitability.
Wizz Air delivered a profit for the year of €183.2 million. After adjusting for the effects of one-off items, this
performance translates into a record underlying profit after tax of €146.2 million, a 67 per cent. improvement
versus the €87.5 million reported in the previous financial year. Our underlying net profit margin increased
from 8.6 per cent. to 11.9 per cent. over the course of the year, making us one of the most profitable airlines
in Europe.
This strong performance was driven by capacity expansion, rigorous cost control and a determination to
allocate capacity to the most profitable parts of our network. Expressed in numerical terms the Company
delivered:
E
a 20 per cent. increase in the capacity offered to the market (as measured by available seat kilometres
or ASKs), as we extended and deepened our network of routes to and from Central and Eastern Europe;
E despite this significant capacity expansion we were able to increase our average load factor by 1.0
percentage point to 86.7 per cent. in the financial year;
E our revenue per ASK increased 1.1 per cent. versus the previous financial year; and
E
the beneficial impact of lower jet fuel prices was only partially offset by the stronger US Dollar and so
unit costs (as measured by cost per ASK) declined by 2.1 per cent. versus the 2014 financial year.
Consequently, volume growth and a widening gap between unit revenues and unit costs were the primary
drivers of the Company’s improved financial performance.
The profit for the year of €183.2 million included a €37.0 million net gain from unusual and exceptional items.
These comprised unrealised foreign exchange gains (€27.8 million), a translation gain in relation to the
planned closure of Wizz Air Ukraine (€14.5m), the cost of extending and revaluing the Company’s
convertible debt in August 2014 (€2.5m) and IPO related costs (€2.8m). All but the last of these items were
non-cash.
Market overview
The European short-haul market is supplied by legacy carriers (national flag carriers and charter airlines) and
a generally younger group of low-cost airlines. Low-cost airlines such as Wizz Air benefit from relatively
simple business models, higher aircraft utilisation and staff productivity rates and therefore lower costs than
their legacy rivals. This provides low-cost airlines with a competitive advantage which enables them to offer
significantly lower fares and therefore attract a growing share of the air travel market.
Wizz Air’s ultra-low cost model gives it a clear cost advantage versus most of its rivals, including many other
low-cost airlines, and as a result it is able to stimulate the market with very low fares and sustain a relatively
high growth rate compared to other airlines.
Wizz Air’s premium growth rate is also a function of the market in which it operates: Central and Eastern
Europe (CEE). All of Wizz Air’s routes connect to CEE countries where economic growth, and therefore
growth in demand for air travel, is generally stronger than in Western Europe.
The demand for air travel in CEE has increased more than five-fold in the last ten years and as a result Wizz
Air has grown to be not only the largest low cost airline in CEE but also the fourth largest independent low-
cost airline in Europe after Ryanair, Easyjet and Norwegian Air Shuttle as measured by the number of
passengers carried.
The Company took the regrettable decision to close Wizz Air Ukraine in March 2015. This subsidiary had
already been scaled down to just two aircraft. The Kiev base operation will be further rationalised to a single
aircraft registered to and operated by Wizz Air Hungary.
Wizz Air Holdings Plc Annual report and accounts 2015
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STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW CONTINUED
Regulatory environment
Wizz Air has its beginnings, and has since prospered, in the liberalised European aviation marketplace.
Liberalisation has proven to be a very positive development, not only for customers but also for the airline
industry itself. Increased competition demands cost discipline and those companies that manage their costs
properly become stronger and more resilient, providing increasing numbers of secure, rewarding jobs.
Liberalisation is also good for the communities we serve. Our ability to start international services, linking the
capitals and regions of Central and Eastern Europe to the major business centres and leisure destinations of
Western Europe, fosters integration within Europe. This much enhanced connectivity is a key catalyst for the
rising prosperity of the towns and cities within our network.
Wizz Air has also developed services from a number of its home countries to destinations beyond the
borders of the European Union, to countries such as Georgia, Israel and the United Arab Emirates, all of
which were made possible by the European Union’s continuing push to liberalise aviation relations with other
countries and regions, an ongoing process that Wizz Air fully supports and encourages.
However, despite the liberalised environment, challenges do remain. In particular, Wizz Air would encourage
all authorities to ensure that airlines have access to genuinely competitive infrastructure and ground-
handling services at major airports. While we believe that competition at all levels is good, that competition
must be on a level playing field. The time is past for inefficient carriers to exist merely because they receive
state subsidies.
Finally, a note on passenger rights. Wizz Air operates a young, reliable fleet and we are committed to
delivering a high quality service to our passengers. By industry standards, Wizz Air delivers extremely high
rates of reliability. Only 187 flights out of a total of 105,627 were cancelled in the 2015 financial year, of which
only a small portion for technical reasons, and only 0.2% of flights were delayed more than three hours.
On the few occasions that flights are significantly delayed or cancelled, we comply fully with all applicable
rulings related to regulation EU261. Wizz Air pays the relevant compensation in accordance with the relevant
authorities’ guidance. We also believe that the contractual two-year limit within which claims must be
brought is fair, reasonable and legally valid.
Strategic progress
Wizz Air’s ambition is to make safe, reliable and affordable air travel available to everyone in CEE. This
objective is reflected in the Company’s slogan used in its first eleven years: “Now We Can All Fly”.
In order to achieve this ambition the Company operates the youngest fleet of any European airline, to and
from a range of primary and secondary airports across Europe, offering highly competitive fares and a range
of additional services designed to satisfy the requirements of as many people as possible.
The Company is convinced that its strategy of building on its strong network, highly efficient model,
compelling customer proposition, solid finances and sound risk management policies, will enable it to deliver
sustainable growth and returns for Shareholders.
In order to deliver on its strategy Wizz Air has three key objectives:
1. increase our cost advantage;
2. build a strong, diversified market position; and
3. improve the customer experience.
1. Increase our cost advantage
Wizz Air has always been focused on being as efficient as possible and has already established some
impressive credentials compared to other major European short-haul airlines, including:
a strong point-to-point network;
the youngest fleet of aircraft;
the highest aircraft utilisation;
E
E
E
E
E one of the highest load factors;
E
E
the highest staff productivity;
an “unbundled” product producing the highest ancillary income per passenger; and
a group of reliable and efficient outsourced suppliers of key services.
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STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW CONTINUED
Strategic progress continued
1. Increase our cost advantage continued
As a result, Wizz Air is already one of the most cost competitive airlines in Europe. However, the Company
believes it can become even more cost efficient by:
E
E
E
exploiting scale economies as the Company grows;
taking advantage of its stronger financial standing and easier access to capital following its listing on the
London Stock Exchange in March 2015; and
reaping the benefits of an increasingly efficient fleet.
The composition of our fleet at the last year-end and at the next two is the following:
A320 without winglets (180 seats)
A320 with winglets (180 seats)
A321 with winglets (230 seats)
Fleet size
Share of fleet with winglets
Average number of seats per aircraft
March 2015
Actual
35
20
—
55
36.4%
180
March 2016
Planned
35
28
4
67
47.8%
183
March 2017
Planned
35
28
15
78
55.1%
190
Wizz Air was one of the first airlines to take delivery of Airbus A320 aircraft fitted with winglets. These
winglets reduce fuel burn and emissions, particularly on longer flights. All aircraft joining the fleet in the
future (both A320 and A321) will be fitted with winglets and therefore this proportion of the fleet will rise
steadily over the next five years.
In addition, the Company will take delivery of the larger Airbus A321 from November 2015. Wizz Air has 27 of
these aircraft on order and, from an operational point of view, they are essentially the same aircraft as an
Airbus A320 except its longer fuselage accommodates 230 seats compared to 180 on the Airbus A320. The
A321s will be employed on higher volume routes and provide efficiencies that will enable the Company to
offer even lower fares to the market.
2. Build a strong, diversified market position
Central and Eastern Europe comprises 21 countries with a total population of over 550 million people.
However, as this market is relatively under-served by airlines and in particular low-cost airlines, it represents
a huge opportunity for a low-cost airline.
At present Wizz Air has operations in 16 CEE countries with an aggregate population of 295 million. We
serve the market by offering a network of 22 bases and 110 destinations. We are convinced that the ultra-low
cost business model is best placed to serve this market and as such the Company offers safe, reliable
operations, low fares and hassle-free services and a distinctive brand designed to appeal to the whole
market.
This approach has enabled the Company to become the number one or number two low-cost airline in all of
its base countries. The Company’s aggregate market share in CEE reached 39.2 per cent. in the 2015 financial
year, up from 35.6 per cent. in 2010. The table below shows the Company’s ranking by low-cost market
share in each of its base countries.
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STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW CONTINUED
Strategic progress continued
2. Build a strong, diversified market position continued
Market
Number 1
Number 2
Number 3
Carrier
Share Carrier
Share Carrier
Wizz Air
CEE
Ryanair
Poland
Romania
Wizz Air
Hungary
Wizz Air
Czech Republic EasyJet
Ryanair
Lithuania
Bulgaria
Wizz Air
Ryanair
Latvia
Ukraine
Wizz Air
Ryanair
Slovakia
Serbia
Wizz Air
Macedonia
Wizz Air
Bosnia and
Herzegovina
Source data: Innovata, April 2014 to March 2015.
Wizz Air
39.2% Ryanair
50.7% Wizz Air
67.7% Blue Air
50.5% Ryanair
29.2% Wizz Air
60.3% Wizz Air
77.3% EasyJet
61.9% Wizz Air
61.6% Pegasus Airlines
82.9% Wizz Air
57.9% EasyJet
86.1% Pegasus Airlines
29.4% EasyJet
37.5% Norwegian
22.5% Ryanair
21.8% EasyJet
14.5% Ryanair
34.8% Norwegian
15.4% Norwegian
24.6% Norwegian
17.1% FlyDubai
14.1% Norwegian
16.0% Pegasus Airlines
9.3% FlyDubai
46.6% Pegasus Airlines
25.7% Germanwings
Share
7.4%
5.5%
4.8%
9.0%
13.9%
4.7%
3.8%
13.5%
11.6%
1.7%
8.4%
4.6%
17.9%
In the 2015 financial year Wizz Air expanded its presence in all its base countries with the exception of Serbia
and Ukraine. New bases were opened in Riga in Latvia and Craiova in Romania.
The table below shows the fleet allocation by country at the 31 March 2015 compared to a year earlier.
Fleet deployment by country
Year to end
Total
Poland
Romania
Hungary
Bulgaria
Lithuania
Ukraine
Macedonia
Czech Republic
Serbia
Latvia
Maintenance cover/en route to base
March 2014
46
13
10
7
3
3
3
1
1
2
—
3
March 2015
55
17
15
7
4
3
2
2
1
1
1
2
Change
9
4
5
0
1
0
(1)
1
0
(1)
1
(1)
The Company also offers services from 15 CEE cities where it does not base aircraft and crews. Four new
CEE points were added in the 2015 financial year: Iasi and Sibiu in Romania, Poprad Tatry in Slovakia and
Tuzla in Bosnia (becoming a base in June 2015).
The Company also added six new destinations in Western Europe (WE) during the year: Belfast in UK,
Groningen and Maastricht in the Netherlands, Lisbon in Portugal, Molde in Norway and Nuremberg in
Germany.
New non-based CEE stations
New destination airports in WE
City
Iasi
Sibiu
Poprad Tatry
Tuzla
Country
Romania
Romania
Slovakia
Bosnia
City
Belfast
Groningen
Maastricht
Nuremberg
Lisbon
Molde
Country
UK
Netherlands
Netherlands
Germany
Portugal
Norway
In total the Company operates to 110 cities in 38 countries, making it one of the most diversified low-cost
airlines in Europe.
Wizz Air Holdings Plc Annual report and accounts 2015
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STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW CONTINUED
Strategic progress continued
3. Improve the customer experience
Market research consistently demonstrates that the most important driver of a customer’s choice of airline is
ticket price. For this reason Wizz Air will remain focused on offering passengers safe, reliable services to a
broad range of destinations, at the lowest possible price.
However, the Company also recognises that everyone is different and customers have varying requirements
in terms of how they access Wizz Air’s services and what is important to them when they travel. So, beyond
the basic product of flying customers from A to B, Wizz Air offers a range of products and services that
enable passengers to customise their trip to meet their own individual needs.
These services include a range of seating alternatives, baggage options, flexible tickets, priority boarding and
a range of on-board purchases. In the Company’s view, this “unbundling” philosophy enables Wizz Air to
offer each customer exactly and only what he or she needs whilst keeping the price of the basic service as
low as possible.
In addition, the Company also provides customers with the opportunity to buy hotel, car hire and public
transport services as part of the same booking. Wizz Discount Club enables customers and their friends and
families to benefit from lower air fares than those that are generally available.
Wizz Air listens to its customers and strives to provide them with what they want. This is why we have
upgraded our website and made it more user-friendly for all customers but in particular for mobile and tablet
users. We have introduced allocated seating* across the network and are updating our brand**, modernising
the look and feel of our aircraft and website.
Wizz Air remains committed to the view that low-cost air travel can be as comfortable and stress free as
travelling with legacy airlines, only significantly cheaper. Adhering to this philosophy will help the Company
deliver sustainable growth and returns for Shareholders.
* Announced in April 2015, rolled out on flights from May 2015.
** Announced in May 2015.
Looking forward
Hedging positions
Wizz Air operates under a clear set of treasury policies supervised by the Board. The aim of the Company’s
hedging policy is to reduce short-term volatility in earnings and liquidity. Therefore Wizz Air hedges a
minimum of 50 per cent. of the projected US Dollar and jet fuel requirements for the next twelve months (40
per cent. on the full 18-month hedge horizon).
Details of the current hedging positions (as at 27 May 2015) are set out below:
FX hedge coverage (Euro/US Dollar)
Period covered
Exposure (million)
Hedge Coverage (million)
Hedge Coverage for the period %
Weighted average floor
Weighted average ceiling
Fuel hedge coverage
F16
10 months
$521
$265
51%
$1.26
$1.30
F17
12 months
$784
$140
18%
$1.11
$1.16
Period covered
Exposure in metric tons ('000)
Coverage in metric tons ('000)
Coverage with zero cost collars
Coverage with fuel caps
Hedge Coverage for the period %
Blended capped rate
Blended floor rate*
* Fuel caps provide the Company with protection against the risk of higher fuel prices and also enable the Company to benefit
F16
10 months
530
366
273
93
69%
$821
$801
F17
12 months
736
449
47
402
61%
$676
$672
from lower fuel costs should fuel prices fall. The blended floor rate for fuel hedges shown in the table is only applicable to zero
cost collar hedges.
Wizz Air Holdings Plc Annual report and accounts 2015
15
STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW CONTINUED
Looking forward continued
Sensitivities
E Pre-hedging a $10 (per metric ton) movement in the price of jet fuel impacts the 2016 financial year fuel
costs by $6.3 million.
E Pre-hedging a one cent movement in the Euro/US Dollar exchange rate impacts the 2016 financial year
operating expenses by €5.4 million.
In the Company’s view, the profit impact of such changes is likely to be less given the empirical evidence of
major industry-wide movements in input costs being passed through to air fares with a lag of three to twelve
months.
Outlook
2016 financial year
Wizz Air plans to grow capacity, both in terms of seats flown and Available Seat Kilometres,(ASK) by around
17% in the 2016 financial year. This will be split broadly 18% in H1 and 16% in H2. The average stage length is
expected to be in line with that of the 2015 financial year. A further modest rise in the load factor points to a
total of 19.4 million passengers handled in the year as a whole.
Assuming the jet fuel price and Euro/US Dollar exchange rate remain close to the prevailing spot levels
($625 per metric tonne and $/€ 1.12 respectively), the Company expects Total CASK to be in line with the
figure achieved in the 2015 financial year. This comprises an anticipated Fuel CASK decline of 1.5% and an
increase in Non-fuel CASK of 1%. The expected Fuel CASK decline reflects the combined impact of lower fuel
prices, a much stronger US Dollar, fuel consumption savings and hedging positions. The rise in Non-fuel
CASK reflects the impact of US Dollar strength on lease expenses, some modest inflation in crew costs and
rising airport and air traffic control charges.
Consistent with historical experience, lower fuel prices are feeding through to lower air fares. Management’s
view that there will be no earnings benefit from the decline in fuel prices since last summer remains
unchanged. Based on current booking trends management expects total RASK to decline by a low single-
digit percentage in H1 and remains cautious regarding the H2 revenue performance, when capacity growth is
planned to be 16%.
Nonetheless, we currently expect a further significant rise in the Group’s profit for the year to a range of
between €165 million and €175 million (excluding unusual and exceptional items), significantly ahead of the
€146.2 million figure achieved in the 2015 financial year. This guidance is heavily caveated by the H2 revenue
performance, a period for which we currently have no visibility.
Full year guidance
Capacity growth (ASKs)
Average stage length
Fuel CASK
Ex-fuel CASK
Total CASK
Revenue per ASK
Tax rate
Net profit
2016
Financial Year
17%
Unchanged
-1.5%
1.0%
Unchanged
Down low single digit
6%
€165-175 million
Comment
H1: 18%, H2 16%
Assumes spot price of $625/MT
Assumes $/€1.12
Pass through of lower fuel prices
Excluding unusual or exceptional items
Wizz Air Holdings Plc Annual report and accounts 2015
16
STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW CONTINUED
Outlook continued
First (June) quarter of the 2016 financial Year
The Company expects to grow capacity, both in terms of seats flown and Available Seat Kilometres, by 18%
in the June quarter and anticipates a modest rise in load factor versus the same period of the previous year.
The fact that Easter fell one week earlier in 2015 than in 2014 pushed a higher proportion of this high yield
traffic into the March quarter. As a result Q1 (June quarter) net profit is expected to be only marginally ahead
of Q1 of last year.
The Company will provide an update to this guidance at least every three months with its quarterly earnings
reports.
Wizz Air is successfully implementing its strategy of delivering low cost, professional and friendly air travel to
an ever expanding range of Central and Eastern European destinations. This winning formula leaves Wizz Air
well placed to deliver significant growth and returns for shareholders.
József Váradi
Chief Executive Officer
26 May 2015
Wizz Air Holdings Plc Annual report and accounts 2015
17
STRATEGIC REPORT
SELECTED STATISTICS
* Reliability = (1 - number of operational cancellations/number of revenue flight legs) x 100 per cent.
** On-time performance = (1 - number of delays > 15min/number of revenue flight legs) x 100 per cent.
Wizz Air Holdings Plc Annual report and accounts 2015
18
STRATEGIC REPORT
SELECTED STATISTICS CONTINUED
* including subcontracted staff, primarily rented pilots
Wizz Air Holdings Plc Annual report and accounts 2015
19
STRATEGIC REPORT
FINANCIAL REVIEW
In the 2015 financial year Wizz Air handled a total of 16.5 million passengers, a 18.4 per cent. increase versus
the previous year, and generated revenues of €1,227.3 million, growth of 21.3 per cent. These growth rates
compare to capacity growth measured in terms of available seat kilometres (ASK) of 20 per cent. and seats
of 17 per cent.
Given strong volume growth and declining industry wide input costs through the year, the unit revenue
performance of the business was creditable. Revenue per ASK increased by 1.1 per cent. versus the previous
year.
Fuel unit costs (per ASK) declined 8.4 per cent. reflecting the combined impact of lower fuel prices and fuel
consumption savings partly offset by the stronger US Dollar. Non-fuel unit costs, excluding the impact of
exceptional operating income and expense items, increased 0.5 per cent. as a result of the stronger US
Dollar, rising crew unit costs and the cost of returning four older aircraft to lessors as their contracted lease
terms expired.
Underlying profit after tax increased by 67 per cent. from €87.5 million in 2014 to €146.2 million in 2015. This
equates to a 3.3 percentage point rise in the underlying after tax profit margin from 8.6% to 11.9%.
The profit for the year was €183.2 million and included a €37.0 million net gain from unusual and exceptional
items. These comprised unrealised foreign exchange gains resulting primarily from the impact of the
strengthening US Dollar on the Group’s net US Dollar monetary asset position (€27.8 million), a translation
gain in relation to the planned closure of Wizz Air Ukraine (€14.5 million), the cost of extending and revaluing
the Company’s convertible debt in August 2014 (€2.5 million) and IPO related costs of €2.8 million. All but
the last of these items were non-cash.
The income tax expense for the year was €8.5 million (2014: €7.7 million) giving an effective tax rate for the
Group of 4.5 per cent. (2014: 8.0 per cent.). The main components of this charge are local business tax and
innovation tax paid in Hungary and corporate income tax paid in Switzerland.
Average jet fuel price ($/metric ton, incl. into plane premium and
hedge impact)
Average USD/Euro rate (including hedge impact)
Year-end USD/Euro rate
2015
986
1.32
1.07
2014
Change
1069
1.34
1.28
-7.8%
-1.3%
-16.3%
Financial overview
Summary statement of comprehensive income
€ milllion
Total revenue
Fuel costs
Operating expenses excluding fuel
Total operating expenses
Operating profit
Operating profit margin (%)
Net financing income/(expense)
Profit before income tax
Income tax expense
Profit for the year
2015
1,227.3
396.6
663.4
1,060.0
167.3
13.6%
24.4
191.7
8.5
183.2
2014
1,011.8
360.6
541.5
902.0
109.8
10.9%
(14.4)
95.4
7.7
87.7
Wizz Air Holdings Plc Annual report and accounts 2015
20
STRATEGIC REPORT
FINANCIAL REVIEW CONTINUED
Financial overview continued
Operating Profit
Profit for the year
Adjusted performance measures (Note 10)
€ million
Statutory (IFRS) profit
Exceptional items (Note 10):
Settlement received from credit card acquirer
Cost of extending and revaluing convertible debt
Translation gain relating to closure of Wizz Air
Ukraine Airlines LLC
IPO related costs
Total exceptional adjustments
Unrealised foreign exchange (gains)/losses (Note 11)
Underlying profit
Underlying profit margin (%)
2015
167.3
-
-
-
2.8
2.8
-
170.1
13.9%
2014
109.8
(6.3)
-
-
-
(6.3)
-
103.5
10.2%
Earnings per share
Diluted earnings per share (statutory), EUR (see Note 13)
Proforma earnings per share (underlying), EUR
Proforma earnings per share (underlying), GBP*
* translated from EUR to GBP at 1.377 rate applicable at 31 March 2015
2015
183.2
-
2.5
(14.5)
2.8
(9.2)
(27.8)
146.2
11.9%
2015
6.91
1.19
0.87
2014
87.7
(6.3)
-
-
-
(6.3)
6.1
87.5
8.6%
2014
5.21
0.89
0.64
The proforma underlying earnings per share (EPS) is a fully diluted measure defined by the Company and its
calculation is different from the IFRS diluted EPS measure in the following:
E For earnings the underlying profit for the year was used, as opposed to the statutory (IFRS) profit for
the year
E For the fully diluted number of shares, all convertible debt was taken into account for its dilution impact
as at the year-end, resulting in 106.6 million shares for 2014 and 126.5 million shares for 2015 being used
as the denominator. By contrast, the IFRS diluted EPS measure includes only those convertible debts
that could be converted without restriction and takes a weighted average position for the year.
Return on capital employed and capital structure
ROCE** for the year was 21.5 per cent., an improvement of 4.9 percentage points versus the previous year
driven by significantly improved profitability partially offset by rising aircraft operating lease expenses (an
important component of the capital employed calculation) and a significant increase in equity capital as a
result of the IPO.
The Company’s leverage, defined as net debt adjusted to include capitalised operating lease obligations*
divided by earnings before interest, tax, depreciation, amortisation and aircraft rentals, fell to a ratio of 1.6
from 2.6 at the end of the 2014 financial year.
Liquidity, defined as cash and equivalents as a percentage of the last twelve months’ revenue, rose from 18%
at the end of the 2014 financial year to 37% a year later.
These improvements in the Company’s leverage and liquidity ratios reflect the combined effect of improved
profitability and the IPO proceeds.
ROCE**
Leverage
Liquidity
Definitions:
2015
21.5
1.6
37%
2014
16.6
2.6
18%
Change
+4.9 pt
-1.0 pt
+19 ppts
* Annual aircraft lease expenses multiplied by 7 as an estimate of the total outstanding obligation.
** ROCE: Underlying Operating Profit After Tax/average capital employed, where average capital employed is the sum of
average equity (excluding convertible debt), average PDP loans and capitalised operating lease obligations, less average free
cash.
Wizz Air Holdings Plc Annual report and accounts 2015
21
STRATEGIC REPORT
FINANCIAL REVIEW CONTINUED
Financial performance
Revenue
The following table sets out an overview of Wizz Air’s revenue items for 2015 and 2014 and the percentage
change in those items:
Passenger ticket revenue
Ancillary revenue
Total revenue
2015
Total
(€ million)
793.8
433.5
1,227.3
Percentage of
total revenue
64.7%
35.3%
100%
2014
Total
(€ million)
658.7
353.1
1,011.8
Percentage of
total revenue
65.1%
34.9%
100%
Percentage
change
20.5%
22.8%
21.3%
The growth in total revenue in 2015 was principally due to a 20.0 per cent. rise in ASKs and a 1.1 per cent.
increase in revenue per ASK (RASK). Passenger ticket revenue increased by 20.5 per cent. to € 793.8 million
and ancillary (or “non-ticket”) revenue increased by 22.8 per cent. to €433.5 million.
Average revenue per passenger increased from €72.7 in 2014 to €74.5 in 2015, an increase of 2.5 per cent.
Average passenger ticket revenue per passenger increased from €47.3 in 2014 to €48.2 (+1.8 per cent.),
while average ancillary revenue per passenger also increased from €25.4 in 2014 to €26.3 in 2015, an
increase of 3.7 per cent. This increase in average revenue per passenger was due to:
E
E
a significant increase in average passenger ticket revenue per passenger in 2015 compared to 2014,
which was the result of: (a) the increasing maturity of Wizz Air’s route network (the average capacity-
weighted age of Wizz Air’s routes increased from 56 months as at 30 September 2013 to 65 months as
at 30 September 2014); (b) higher passenger demand in 2015 than in 2014; and (c) a 2.6 per cent. rise in
average stage length from 1,500km to 1,539km; and
an increase in average ancillary revenue per passenger reflecting higher convenience service (including
Wizz Discount Club membership fees and multi-currency pricing) and administration fees. Baggage fees
per passenger remained broadly flat.
Operating expenses
Total operating expenses increased by 17.8 per cent. to €1,063 million in 2015 from €902 million in 2014.
CASK declined by 2.8 per cent. to €3.62 cents in 2015 from €3.72 cents in 2014. This reduction in CASK
was principally driven by a reduction in t h e average fuel price and a f a vo u r a bl e ai rp o r t mix
d e v el op m e nt . CASK excluding fuel expenses rose 0.9 p e r c e n t. to 2.27 E u r o cents in 2015 from 2.25
Euro cents in 2014 driven by the adverse development of the $/€ exchange rate during the year.
The following table sets out Wizz Air’s operating expenses for 2015 and 2014 and the percentage
changes in those items:
Staff costs
Fuel costs
Distribution and marketing
Maintenance, materials and repairs
Aircraft rentals
Airport, handling and en-route charges
Depreciation and amortisation
Other expenses
Total operating expenses
2015
2014
Percentage of
total
operating
expenses
7.7%
37.4%
1.8%
5.8%
12.9%
28.1%
3.2%
2.9%
100%
Total
(€ million)
83.4
396.6
18.8
62.0
137.1
297.7
33.9
30.5
1,060.0
Percentage of
total
operating
expenses
7.6%
40.0%
1.2%
5.4%
12.5%
27.8%
2.8%
2.8%
100%
Total
(€ million)
68.3
360.6
10.9
48.4
112.4
250.4
25.4
25.6
902.0
Percentage
change
22.1%
10.0%
72.5%
28.1%
22.0%
18.9%
33.5%
19.1%
17.5%
Staff costs increased by 22.1 per cent. to €83.4 million in 2015, up from €68.3 million 2014. The increase in
overall staff costs reflected a 19.8 per cent. rise in aircraft block hours and higher bonus payments than in the
previous year. Of the bonus payments €1.6 million is a one-off payment related to the IPO and was classified
as exceptional expense in 2015 (see Note 10 to the financial statements). Excluding this charge the
underlying staff costs in 2015 were €81.8 million, growing 19.8 per cent. versus 2014 in line with the increase
in ASKs.
Wizz Air Holdings Plc Annual report and accounts 2015
22
STRATEGIC REPORT
FINANCIAL REVIEW CONTINUED
Financial performance continued
Operating expenses continued
Fuel expenses rose by 10.0 per cent. to €396.6 million in 2015, up from €360.6 million in 2014. The major
drivers of the increase were the 20.0% per cent. growth in ASKs, a 5.4 per cent. appreciation of the US Dollar
against the Euro (1.3% after hedging), offset by a 1.2 per cent. reduction in fuel consumption per block hour
and a 7.8 per cent. decline in the fuel price. The average fuel price (including hedging impact and into-plane
premium) paid by Wizz Air in 2015 was US$986 per tonne, a decline of 7.8 per cent. from the previous
year’s figure of US$1,069 per tonne.
Distribution and marketing costs rose 72.5 per cent. to €18.8 million in 2015 from €10.9 million in 2014.
However, the 2014 figure was reduced by an exceptional income of €6.3 million. Without this credit the
underlying expense in 2014 was €17.2 million, resulting in an increase of 9.3 per cent. year on year.
Maintenance, materials and repair costs increased by 28.1 per cent. to €62.0 million in 2015 from €48.4
million in 2014. This cost increase was the result of the increase in the overall fleet size and costs
associated with the redelivery of four aircraft to lessors during the period.
Aircraft rental costs grew 22.0 per cent. to €137.1 million in 2015, from €112.4 million in 2014. This increase
was largely due to fleet growth (equivalent aircraft expanded 18.2 per cent.), a higher average lease rate as
older aircraft were replaced by new aircraft with higher ownership costs and the sharp rise in the US$/€ rate.
Airport, handling and en-route charges increased by 18.9 per cent. to €297.7 million in 2015 from €250.4
million in 2014. This category comprised €170.5 million of airport and handling fees and €127.2 million of en-
route and navigation charges in 2015 and €143.9 million of airport and handling fees and €106.5 million of
en-route and navigation charges in 2014. The cost increase was primarily due to a 17 per cent. increase in
the number of flights, an 18.4 per cent. rise in passenger numbers and stage length expansion of 2.6 per cent.
Depreciation and amortisation charges increased by 33.5 per cent. to €33.9 million in 2015, up from €25.4
million in 2014. This was primarily as a result of a rise in the number of engines and other components that
no longer met their contracted lease return conditions. It is this that triggers the creation and depreciation of
the related heavy maintenance asset in accordance with our accounting policy set out on page 85. In
addition, there were four aircraft re-delivery events that resulted in additional depreciation costs in 2015
compared to 2014.
Other expenses increased by 19.1 per cent. to €30.5 million in 2015 from €25.6 million in 2014. The 2015 figure
included advisory expenses of €1.2 million that were classified as exceptional expense (see Note 10 to the
financial statements). Excluding this charge the underlying expense in 2015 was €29.3 million, growing 14.4
per cent. versus 2014. This increase was primarily as a result of an increase in non-salary related overhead
and crew costs and flight cancellation costs, which were partially offset by lower insurance premiums due to
better terms achieved on the renewal of the insurance policy.
Operating profit
As a result of the foregoing factors, Wizz Air made an operating profit (including exceptional items) of
€167.3 million in 2015, a 52.4 per cent. increase from the operating profit of €109.8 million made in 2014.
Excluding exceptional items the operating profit increased to €170.1 million in 2015, a 64.3 per cent. increase
from the equivalent figure of €103.5 million in 2014. This equates to a 3.7 percentage point improvement in
the underlying operating profit margin from 10.2% to 13.9%.
Net financing income and expense
Wizz Air’s net financing costs improved dramatically from a cost of €14.4 million in 2014 to a net gain of
€24.4 million in 2015. This was due to Wizz Air incurring a net foreign exchange gain of €16.2 million in 2015
mainly as a result of the appreciation of the US Dollar against the Euro, compared to a net foreign
exchange loss of €7.0 million in 2014. This impact was further boosted by the exceptional financial gain of
€14.5 million triggered by the decision to close the Wizz Air Ukraine subsidiary. This latter item and part of
the net foreign exchange gains are non-cash items (see Note 11).
These positive effects were partially offset by a modest rise in interest expenses, driven mainly by a €2.5
million one-off non-cash charge arising as a result of recalculating the fair value of convertible loans and
convertible notes due to their extension in August 2014.
Wizz Air Holdings Plc Annual report and accounts 2015
23
STRATEGIC REPORT
FINANCIAL REVIEW CONTINUED
Financial performance continued
Taxation
Wizz Air recorded an income tax expense of €8.5 million in 2015, compared to a figure of €7.7 million in
2014. This increase was primarily due to the increasing profitability of the Group. The parent company of the
Group, Wizz Air Holdings Plc had a statutory tax rate in Switzerland of 7.8 per cent. in both 2015 and 2014.
The effective tax rate for the Group was 4.5 per cent. in 2015 and 8.0 per cent. in 2014. The reduction in
the effective tax rate reflects the fact that the Ukrainian airline subsidiary of the Group incurred tax of €2.0
million in 2014 but none in 2015.
Profit for the period
As a result of the foregoing factors, Wizz Air generated an IFRS profit for 2015 of €183.2 million, a 44.5
per cent. increase from the profit of €87.7 million in 2014.
Other comprehensive income and expense
In 2015 the Group had other comprehensive expense of €51.7 million compared to the €0.9 million gain in
2014. The substantial expense in 2015 was driven primarily by the increase of the cash flow hedging reserve
(debit) by €43.0 million during the year. This in turn corresponds to the increase of the Group’s liability
under open derivative financial instruments, caused by the sharp fall in fuel prices during the year. The
smaller element of other comprehensive expense in 2015 was an €8.7 million charge from currency
translation differences. This is the consequence of the recycling of the cumulative translation adjustment
account balance to the statement of comprehensive income, resulting in an exceptional financial gain as
explained above under net financial costs.
Cash flows and financial position
Summary statement of cash flows
The following table sets out selected cash flow data and the Group’s cash and cash equivalents for 2015 and
2014:
€ million
Net cash generated by operating activities
Net cash used in investing activities
Net cash from/(used in) financing activities
Effect of exchange rate fluctuations on cash and
cash equivalents
Cash and cash equivalents at end of period
2015
174.0
(49.8)
139.3
(0.5)
448.6
2014
196.4
(94.0)
(19.2)
(1.1)
185.6
Change
(22.4)
44.2
158.5
0.6
263.0
Cash flow from operating activities
The vast majority of Wizz Air’s cash inflows from operating activities are derived from passenger ticket
sales. Net cash flows from operating activities are also materially affected by movements in working
capital items.
Cash generated by operating activities before changes in working capital and before taxation increased by
€56.3 million to €189.7 million in 2015 from €133.4 million in 2014. However, after the impact of changes in
working capital, net cash generated by operating activities declined by €22.4 million to €174.0 million in
2015 from €196.4 million in 2014. This development was mainly driven by the increase in trade and other
receivables, restricted cash and derivative balances compared to 2014. These increases, in turn, can be
explained primarily by the increase in cash deposits placed with lessors, letters of credit provided to lessors
(secured by cash deposits) and by option fees paid to hedge counterparties in relation to fuel caps entered
into during 2015 but expiring only in the next two financial years.
Cash flow from investing activities
Net cash used in investing activities declined by €44.2 million from a net cash outflow of €94.0 million in
2014 to €49.8 million in 2015. The purchase of aircraft maintenance assets declined from €54.9 million in
2014 to €36.3 million in 2015 primarily due to fewer scheduled heavy maintenance events, particularly engine
shop visits and engine life limited part replacements, being performed in 2015 than in 2014. Advances paid
for aircraft, net of refunds of advances, decreased from a net cash outflow of €31.8 million in 2014 to €6.4
million in 2015.
Wizz Air Holdings Plc Annual report and accounts 2015
24
STRATEGIC REPORT
FINANCIAL REVIEW CONTINUED
Cash flows and financial position continued
Cash flow from financing activities
Net cash from financing activities increased by €158.5 million to a €139.3 million inflow in 2015 from a €19.2
million outflow in 2014. This was mainly due to the net proceeds of €149.1 million received during 2015 from
the issue of new shares, most of it being the primary proceeds from the Company’s IPO.
Summary statement of balance sheet
The following table sets out summary statements of financial position of the Group for 2015 and 2014:
€ million
ASSETS
Property, plant and equipment
Restricted cash*
Derivative financial instruments*
Trade and other receivables*
Cash and cash equivalents
Other assets*
Total assets
EQUITY AND LIABILITIES
Equity
Equity
Liabilities
Trade and other payables
Borrowings*
Convertible debt*
Deferred income*
Derivative financial instruments*
Provisions*
Other liabilities*
Total liabilities
Total equity and liabilities
2015
2014
Change
247.1
73.6
60.7
167.9
448.6
22.6
1,020.5
221.8
42.4
0.4
116.5
185.6
18.5
585.2
25.3
31.2
60.3
51.4
263.0
4.1
435.3
459.9
159.9
300.0
123.9
4.2
27.3
262.9
81.7
52.4
8.2
560.6
1,020.5
120.7
20.2
43.2
206.3
3.5
27.6
3.8
425.3
585.2
3.2
(16.0)
(15.9)
56.6
78.2
24.8
4.4
135.3
435.3
* Including both current and non-current asset and liability balances, respectively
Property, plant and equipment increased by €25.3 million (see Note 14 to the financial statements). This was
driven primarily by the increase in the balance of advances paid for aircraft maintenance assets: the value of
FHA payments made during 2015 was €20.5 million higher than the amount that was utilized for new
maintenance assets.
Restricted cash (current and non-current) increased by €31.2 million (see Note 23). This was driven by the
growth in the amount lease-related letters of credit, issued both in relation to maintenance reserves (€20.9
million) and lease security deposits (€10.6 million). On top of these underlying impacts the 32% appreciation
of the US Dollar to the Euro during the 2015 financial year also contributed to the increase.
Derivative financial assets (current and non-current) increased by €60.3 million (see Notes 3 and 21). The
increase was driven primarily the receivable on Fx hedge instruments (collars) due to the appreciation of the
US Dollar to the Euro during the year (€37.5 million), and by the fee paid by the Company in relation to fuel
cap options (€25.9 million).
Trade and other receivables (current and non-current) increased by €51.4 million (see Notes 19). The key
drivers of this change were the increases in maintenance reserves (€23.6 million) and ticket sales receivables
(€14.8 million) during the year.
Cash and cash equivalents increased by €263.0 million. This change is explained in detail in the cash flow
analysis above, the most important contributor being the €149.1 million net proceeds from the IPO of the
Company.
Borrowings (current and non-current) declined by €16.0 million (see Note 24). This was because all
outstanding loans for pre-delivery payments (PDPs) that existed at the end of 2014 were fully repaid.
Convertible debt (current and non-current) fell by €15.9 million (see Note 25). This was because part of the
convertible debt existing in 2014 was converted into shares in March 2015 in connection with the Company’s
IPO.
Wizz Air Holdings Plc Annual report and accounts 2015
25
STRATEGIC REPORT
FINANCIAL REVIEW CONTINUED
Summary statement of balance sheet continued
Deferred income (current and non-current) increased by €56.6 million (see Note 27). This was driven by the
increase in unflown revenues (€32.6 million), itselfprimarily due to the increase of offered seat capacity at
the end of the year, and by the concessions received by aircraft and component manufacturers in relation to
the thirteen new aircraft delivered during the year.
Derivative financial liabilities (current and non-current) increased by €78.2 million (see Notes 3 and 21). This
relates to the fuel hedging positions taken by the Company before the significant drop in fuel prices in the
second half of2014.
Provisions (current and non-current) increased by €24.8 million (see Note 30). This relates to maintenance
provisions and the increase versus 2014 can be explained by the fact that the 2014 balance was particularly
low, as many high-value maintenance events were completed that year.
Mike Powell
Chief Financial Officer
26 May 2015
Wizz Air Holdings Plc Annual report and accounts 2015
26
STRATEGIC REPORT
KEY STATISTICS
CAPACITY
Number of aircraft at end of period
Equivalent aircraft
Utilisation (block hours per aircraft per day)
Total block hours
Total flight hours
Revenue departures
Average departures per day per aircraft
Seat capacity
Average aircraft stage length (km)
Total ASKs (’000 km)
OPERATING DATA
RPKs (revenue passenger kilometre) (’000 km)
Load factor (%)
Number of passenger segments
Fuel price (US$ per ton, including hedging impact and into-
plane premium)
Foreign exchange rate (US$/€ including hedging impact)
FINANCIAL MEASURES
Yield (revenue per RPK, € cents)
Average revenue per seat (€)
Average revenue per passenger (€)
RASK (€ cents)
CASK (including exceptional item) (€ cents)
CASK (excluding exceptional item) (€ cents)
Ex-fuel CASK (including exceptional item) (€ cents)
Ex-fuel CASK (excluding exceptional item) (€ cents)
Operating profit margin (including exceptional item) (%)
Operating profit margin (excluding exceptional item) (%)
Net profit margin for the period (profit after tax divided by
revenue) (%)
Underlying net profit margin for the period (%)
2015
2014
Change
55
52.53
12.55
240,711
208,736
105,627
5.51
19,012,860
1,539
29,266,510
46
44.43
12.39
200,991
174,515
90,293
5.57
16,252,560
1,500
24,385,031
25,350,823
86.7
16,482,468
20,867,032
85.7
13,926,541
986
1.32
4.84
64.55
74.46
4.19
3.62
3.61
2.27
2.26
13.6
13.9
14.9
11.9
1,069
1.34
4.85
62.26
72.65
4.15
3.70
3.72
2.22
2.25
10.9
10.2
8.7
8.6
19.6%
18.2%
1.3%
19.8%
19.6%
17.0%
(1.1)%
17.0%
2.6%
20.0%
21.5%
1.2%
18.4%
(7.8)%
(1.3)%
(0.2)%
3.7%
2.5%
1.1%
(2.1)%
(3.0)%
2.1%
0.5%
25.6%
35.5%
72.2%
37.8%
Wizz Air Holdings Plc Annual report and accounts 2015
27
STRATEGIC REPORT
PRINCIPAL RISKS AND UNCERTAINTIES
Wizz Air operates in a dynamic, fast-paced and competitive industry. It is an industry where reputations and
businesses can be lost quickly if a risk is not anticipated and dealt with effectively.
This section of the report sets out our risk management process, as well as a short description of some of the
key risks that could, if not properly dealt with, affect Wizz Air’s future success, although it does not by any
means list all risks that might possibly affect our business.
Our risk management process
The Board oversees the Company’s risk process and has delegated authority for this to the Audit
Committee. The Company’s Head of Internal Audit reports directly to the Chairman of the Audit Committee.
Each year, a risk universe exercise is undertaken with the Company’s senior and operational management.
The results of this exercise are used to produce an internal audit plan for the coming year. In addition, the
Audit Committee and senior management are developing a comprehensive risk analysis and reporting
framework.
Risks relating to the group
Market risks
Competition is one of the key risks to our business. The airline industry in Europe is fiercely competitive.
We have yet to see consolidation on the scale experienced in, for example, the United States and so there is
a large number of airlines, including ultra-low cost and low-cost carriers, traditional airlines and charter
airlines, competing throughout our network. Our competitors may seek to protect or gain market share in
markets in which we operate, perhaps by offering discounted fares or more attractive schedules. We believe
that competition is good for the industry – both for consumers, who benefit from lower prices as well as
airlines themselves, as they must embrace cost discipline – but we must react to a competitive threat. We
constantly seek to enhance our customer offering and have recently launched a comprehensive re-branding
programme which will put the WIZZ brand in a strong position to continue its success in the future.
Ultimately, our key competitive strength is our commitment to driving our cost advantage ever lower – we
firmly believe that, in a tough market, lowest cost ultimately wins and the necessary cost discipline is
something to which we are committed, day in, day out.
We don’t just compete for customers, we compete for access to infrastructure too. We need terminal
space, slots and aircraft parking to be able to operate our flights. As we continue to grow, we will need
additional ground and maintenance facilities. Certain airports to which we operate may already be or
become congested, meaning we may not be able to secure access to those airports at our preferred times.
We mitigate this risk by operating primarily from secondary airports which have significant spare capacity
and, where we do fly to congested airports, our flights often constitute in-bound traffic for such airports
and take up off-peak capacity.
Our business model is borne of and flourishes in a liberalised market. It is no coincidence that Wizz Air’s
first flight coincided with the accession to the EU of a number of our home base countries. Since then, our
business has grown in a liberalised market which allows to fly where we want, when we want and to charge
our customers the lowest prices possible. However, we have also pushed our route network beyond the
borders of the EU, to countries with which the EU has liberalised or partially-liberalised air service
agreements. We believe that this diversification of our route network and development of new markets
places Wizz Air in a strong position if, for example, the EU market were to be disrupted following the
secession of a member state. We will continue actively to assess potential new markets.
We are exposed to political and economic events and trends in CEE and elsewhere. Our business
extends beyond the borders of the EU and into countries such as Russia, Turkey and Ukraine and regions
including the Caucasus, North Africa and the Middle East. These and other countries in the region have
experienced, and may still be subject to, potential political and economic instability caused by changes in
governments, political deadlock in the legislative process, contested election results, tension and conflict
between federal and regional authorities, corruption among governmental officials, social and ethnic unrest
and currency instability. We maintain close relationships with local authorities and, as an organisation, we
were able to react quickly following unrest in Ukraine. We initially re-deployed capacity to other markets but,
ultimately and with much regret, had to take the decision that Wizz Air Ukraine Airlines LLC should stop
operations. However, we were able to mitigate this by obtaining operating permits on a number of the
routes for Wizz Air Hungary Ltd. and, as a result, we were able to offer the vast majority of our Ukrainian
employees jobs either elsewhere in the network or at the new Wizz Air Hungary base to be set up in Kiev.
Wizz Air Holdings Plc Annual report and accounts 2015
28
STRATEGIC REPORT
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Risks relating to the group continued
Operational risks
We operate only the Airbus A320 family – very effectively. In fact, we were awarded Airbus’ Operational
Excellence Award for the A320 family in Europe. We also operate our aircraft very efficiently, with average
fleet utilisation in the 2015 financial year reaching 12.55 hours, the highest of any airline in Europe. But this
means that we are vulnerable to any issue which might affect the A320 family or the IAE V2500 type
engines which power our fleet. However, we think that the risk of such an issue is small: we chose the Airbus
A320 family precisely because it is one of the most advanced aircraft on the market and a true workhorse of
short and medium range flights. We invest heavily in maintenance, using the services of world-class
maintenance organisations. And, we have a young fleet with an average age of 3.8 years as at 31 March 2015.
Safety events. An accident or incident, or terrorist attack, can adversely affect an airline’s image and
customers’ willingness to travel with that airline.
E At Wizz Air, our number one priority is the safety of our aircraft, passengers and crew. Our aircraft fleet
is young and reliable, we use the services of world-class maintenance organisations and we have a
strong safety culture. A cross-functional safety council meets twice a year, involving both senior
management as well as operational staff and reviews any issues which have arisen in the past six months
and the actions taken as a consequence. In addition to this, we collect detailed data from all aspects of
our operation in order to identify trends and relevant personnel from our Operations department meet
twice a year to discuss any trends identified in their sphere of operation and how they are being dealt
with. We also operate an anonymous safety reporting system, to allow our flight and cabin crew to
report safety issues which are a concern to them. Our entry standards for operating crew are high and
our own Approved Training Organisation (ATO) ensures that all of our pilots are trained to the same
exacting standards.
E Our experienced Security team has an ongoing programme to check that the security standards of our
operations and the airports which we serve meet high standards. We know that the proper management
of risk means that we must anticipate and deal with issues in advance. Our Security team also maintains
close contact with relevant authorities in order to assess any potential security or other threats to our
operations. Any serious threat will be escalated to senior management. We have in the past suspended
operations to destinations where the safety of our aircraft, passengers and crew cannot be guaranteed.
We can control many risks, but some remain beyond our control. Like other airlines, Wizz Air is subject to
disruptions caused by factors beyond its control, including adverse weather conditions and other natural
events. Delays frustrate passengers, may affect Wizz Air’s reputation and may reduce aircraft utilisation as
a result of flight cancellations and increase costs, all of which, in turn, affect profitability. However, Wizz
Air’s policy remains to cancel as few flights as possible, reflected in its flight completion rate. We have
detailed handling manuals for delayed passengers or passengers whose flights have been cancelled and, as
needed, have developed contingency plans for particular possible events.
We outsource non-core functions, which means that we’re dependent on third-party services and
facility providers. A failure of any of our business partners – whether to observe contractual obligations or
financially – can affect our operation. Proper performance by our partners is of the utmost importance to us
and we generally impose contractually-binding performance standards. We also look at the track records of
our suppliers and our centralised procurement process looks at the financial fitness of key suppliers before
contracts are awarded.
Wizz Air is a people business. We know that our people are the backbone of our business and it’s their
dedication, day in, day out that allows us to deliver our low cost, quality service. But we know that we can’t
take our people for granted that competition for the high quality people whom we seek is keen and may
become even more so.
E From time to time, pilots and others can be in short supply. We invest a huge amount of time in
recruiting pilots and also training them to maintain our high standards. In order to ensure the future
availability of pilots of the right calibre, we have recently announced a five year training partnership with
CTC Aviation Training and Central European Flight Academy, to provide cadet pilots to Wizz Air. Wizz
Air will provide a job guarantee (subject to achieving proficiency) and so assist the trainee pilots in
securing funding for their training.
Wizz Air Holdings Plc Annual report and accounts 2015
29
STRATEGIC REPORT
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Risks relating to the group continued
Operational risks continued
E We are proud that, to date, we have maintained a good relationship with our employees and we have
not experienced industrial unrest. We strive to make sure that this will remain the case, but we realise
that there can be no guarantee. We consider direct communication between senior management and
other employees as the best way of listening to our employees’ concerns. Visits by senior management
to each of our operating bases are organised twice a year.
E Our success to date has also depended on a number of key personnel, including our Chief Executive
Officer, other senior managers and post holders required by regulation. Our continuing success will
depend on having the right people in those key positions. While, in the past, we have successfully
recruited for those positions, we recognise that we have a pool of talent within the Company and have
recently started a talent assessment programme for our staff.
Financial risks
Financial risk and financial risk management are analysed also in Note 3 to the accounts on pages 87 to 92.
We are a truly international business and, while we report in Euros, we transact in 20 currencies. We
also have to make a large number of payments in US Dollars. Appreciation of the US Dollar against the Euro
may impact results and margins. Therefore, to reduce o u r exposure to currency fluctuations in respect of
costs incurred in US Dollars, we engage in Euro/US Dollar hedging in accordance with a Board-approved
hedging policy. Transactions are subject to the approval of the Audit Committee.
Fuel accounted for 37.4% of our total operating cost in the 2015 financial year. A rise in fuel prices can
significantly affect our operating costs. We therefore hedge our aviation fuel cost in accordance with a
Board-approved hedging policy and involving the Audit Committee.
Our cash needs to be safe. We believe that security of our cash should take priority over investment
income. Investment of the Company’s cash is carried out in accordance with the Board-approved
counterparty risk policy, with a large part of our free cash being invested in AAA-rated money market funds.
Information technology risks
Wizz Air is, primarily, an e-business. During the 2015 financial year 94% of bookings were made through
our website, wizzair.com. We are therefore dependent on our information technology systems to manage,
for example, receive and process ticket reservations, process credit and debit card payments, check in
passengers, manage our traffic network, perform flight operations and engage in other critical business tasks.
We outsource the operation of these systems to a number of IT suppliers. However, we retain an
experienced internal team to oversee the operation of these systems and include suitable contractual
recovery and other key performance standards with each of our key IT suppliers. We are also planning to
increase the number of card acquirers and payment service providers that we use, with each provider being
an effective back-up for the others. We will continue to review our business critical systems to ensure that
the appropriate level of back-up is in place. Business continuity processes are also tested and we have
procedures in place to ensure that key staff can be relocated to an alternative location should our normal
offices become unusable.
Cyber security is a key consideration. We will review the protections we have in place to ensure that they are
maintained at an appropriate level and those reviews will involve the Audit Committee.
The Strategic Report on pages 4 to 30 was approved by the Board on 26 May 2015 and was signed on its
behalf.
József Váradi
Chief Executive Officer
Wizz Air Holdings Plc Annual report and accounts 2015
30
GOVERNANCE
Wizz Air Holdings Plc Annual report and accounts 2015
31
GOVERNANCE
CORPORATE GOVERNANCE REPORT
A COMPANY COMMITTED TO HIGH STANDARDS OF CORPORATE GOVERNANCE
Chairman’s statement on corporate governance
Wizz Air’s Ordinary Share capital was admitted to the premium listing segment of the UK Listing Authority’s
Official List and to trading on the London Stock Exchange’s main market for listed securities on 2 March
2015. In this, Wizz Air’s first annual report to be issued since listing, I want to stress that Wizz Air’s Directors
have always sought to maintain high standards of corporate governance appropriate for a company of its
size.
As the Company moves into its new life as a listed company, the Directors are committed to ensure that this
remains the case. This section of the report outlines how Wizz Air has complied with the provisions of the UK
Corporate Governance Code (September 2012), which is issued by the Financial Reporting Council and
available to view at www.frc.org.uk.
While Wizz Air is committed to complying fully with the UK Corporate Governance Code, at this particular
stage of the Company’s development, there is one area where an exception to full compliance has been
approved by the Directors and which is described in the section headed “Compliance with the UK Corporate
Governance Code” below. Three Directors, namely Stephen L. Johnson, John R. Wilson and myself, have
been nominated to hold office as Non-Executive Directors by Indigo Hungary LP and Indigo Maple Hill LP
(together, “Indigo”), as contemplated by the relationship agreement entered into by Indigo and Wizz Air
which is described in the section headed “Our Key Shareholders”. The Directors recognise that the Company
must retain appropriate expertise on the Board and its committees at all times and therefore agreed that
Stephen L. Johnson and John R. Wilson should remain members of the Company’s Audit Committee and
Remuneration Committee respectively until 2 March 2016 at the latest.
As the Company continues to develop, so will the corporate governance processes. As Chairman, my
primary aim is to ensure that the Board provides effective leadership of the Company. During the recent
initial public offering process, we looked closely at the Board’s composition and concluded that the Board
does, indeed, have the necessary balance of skills and experience as well as independence. It is, however,
important that the Board recognises that it must continually re-appraise its involvement in the Company’s
business and also its own processes, so that its capabilities grow alongside the Company. As an indication of
the developments planned for the 2016 financial year, the Board will introduce a performance evaluation
programme of the Board, its committees and individual Directors. The Board has also requested that the
Audit Committee further develop the comprehensive risk assessment and mitigation reviews already carried
out by the Company’s Internal Audit function.
I have already noted that the Company is at the start of its public life. It is vitally important that both the
Board and the Company’s senior management positively engage with those investors who have placed their
trust in the Company. Senior management will, therefore, arrange quarterly meetings to discuss periodic
financial results with the Company’s key investors and their views and any concerns they might have will be
fed back to the Board.
The trust that both investors and other stakeholders have placed in the Board is not taken for granted. We
will continue to develop our processes to ensure that our policy of ensuring high standards of governance
appropriate for the Company is maintained in the future.
Wizz Air Holdings Plc Annual report and accounts 2015
32
GOVERNANCE
COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE
The Directors support high standards of corporate governance and it is the policy of the Company to
comply with current best practice in UK corporate governance to the extent appropriate for a company of
its size. The Board intends that the Company will comply fully with the requirements of the Corporate
Governance Code (2014) during the 2016 financial year, its first full year since completion of the initial public
offering and, so, becoming subject to the Corporate Governance Code, save as set out below:
a) William A. Franke, the Chairman, does not meet the independence criteria set out in the Corporate
Governance Code, given that he is the managing partner of Indigo. However, given the benefits for the
Company of his recognised experience in the airline industry, the Board believes that Mr Franke should
continue as Chairman.
b) Stephen L. Johnson, who is not considered to be an independent Non-Executive Director given his past
position with Indigo, is a member of the Audit Committee. The Board considers that given Mr Johnson’s
experience and familiarity with the Group, and the fact that the Audit Committee Chairman, Mr Duffy,
was recently appointed to the Board, Mr Johnson should remain on the Audit Committee until 2 March
2016, at the latest. Until that date, the Company will not comply with the provisions of paragraph C.3.1. of
the Corporate Governance Code, which requires all members of the Audit Committee to be independent
non-executive Directors.
c) John R. Wilson, who is not considered to be an independent Non-Executive Director as he is a principal
of Indigo, is a member of the Remuneration Committee. The Board considers that given Mr Wilson’s
experience and familiarity with the Group, and the fact that the Remuneration Committee Chairman, Mr
Demuynck, was recently appointed to the Board, Mr Wilson should remain on the Remuneration
Committee until 2 March 2016, at the latest. Until that date, the Company will not comply with the
provisions of paragraph D.2.1. of the Corporate Governance Code, which requires all members of the
Remuneration Committee to be independent non-executive Directors.
The Board considers that it and the Company have, from the period from the admission of its shares to the
premium segment of the Official List on 2 March 2015 to 31 March 2015, complied with the UK Corporate
Governance Code (September 2012) which is the version of the Code which applies to the Company for its
2015 financial year, save as set out above. The Code is issued by the Financial Reporting Council and is
available for review on the Financial Reporting Council's website: www.frc.org.uk.
Our key shareholders
As at 31 March 2015, the Company had been notified that the following Shareholders held more than 3% of
the Company’s issued Ordinary Shares:
Indigo Hungary LP
Capital Research & Management
9.90%
7.97%
Old Mutual Global Investors (UK) Ltd
5.60%
Fidelity Management & Research Co
5.49%
Váradi J. J.
PAR Capital Management Inc
Eurohand Zrt
4.58%
4.31%
3.75%
As at 21 April 2015, being the latest practicable date before the approval of the Annual Report and Accounts,
the Company had been notified that the following Shareholders held more than 3% of the Company’s issued
Ordinary Shares:
Indigo Hungary LP
9.90%
Fidelity Management & Research Co
9.06%
Capital Research & Management
7.97%
Old Mutual Global Investors (UK) Ltd
5.79%
Váradi J. J.
PAR Capital Management Inc
Eurohand Zrt
Standard Life Investments Ltd
4.58%
4.73%
3.75%
3.27%
Wizz Air Holdings Plc Annual report and accounts 2015
33
GOVERNANCE
COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE
CONTINUED
Our key shareholders continued
Changes in interests that have been disclosed to the Company since 21 April 2015 can be found at the
Regulatory News section of the
Investor Relations page of the Company’s corporate website:
http://corporate.wizzair.com/en-GB/investor_relations/news/press_releases
Our relationship with Indigo
On 31 March 2015, Indigo (Indigo Hungary LP and Indigo Maple Hill together) held 12.89% of the Company’s
issued Ordinary Shares, as well as 48,830,503 convertible shares. The convertible shares do not have any
right to participate in the Company’s profits and are, save in very limited circumstances, non-voting. These
limited circustances include the consideration of a resolution for the winding-up of the Company or the
variation of the rights attaching to the Convertible Shares or any variation of the rights attaching to the
Ordinary Shares into which the Convertible Shares may be converted.
Each convertible share may be converted into one Ordinary Share, as long as the ownership of the Company
remains compliant with applicable EU ownership and control rules. Indigo also holds a number of convertible
notes which may be converted into Ordinary Shares, again provided that the Company’s ownership remains
compliant with EU ownership and control rules. The Company, Wizz Air Hungary Ltd. and Indigo entered
into a new note purchase agreement on 24 February 2015 which governs the terms of these convertible
notes. Our Chairman, William A. Franke, is the managing partner of Indigo.
According to the Listing Rules, any person who exercises or controls the exercise, on their own or together
with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or
substantially all matters at general meetings of a company are known as “controlling shareholders”. The UK
Listing Authority takes the view that, in the circumstances, Indigo is a controlling shareholder for these
purposes. The Listing Rules require companies with controlling shareholders to enter into a written and
legally binding agreement which is intended to ensure that the controlling shareholder complies with certain
independence provisions. The agreement must contain undertakings that:
a) transactions and arrangements with the controlling shareholder (and/or any of its associates) will be
conducted at arm’s length and on normal commercial terms;
b) neither the controlling shareholder nor any of its associates will take any action that would have the
effect of preventing the listed company from complying with its obligations under the Listing Rules; and
c) neither the controlling shareholder nor any of its associates will propose or procure the proposal of a
shareholder resolution which is intended or appears to be intended to circumvent the proper application
of the Listing Rules.
Wizz Air entered into a relationship agreement with Indigo dated 24 February 2015. The key terms of this
relationship agreement are set out below.
Independence
Indigo has undertaken to exercise its voting powers in relation to the Company to ensure that the Company
is capable of operating and making decisions for the benefit of the shareholders of the Company as a whole
and independently of Indigo at all times. In addition, Indigo has undertaken that it will not, and will procure
that none of its associates will, (a) take any action that would have the effect of preventing the Company
from complying with its obligations under the Listing Rules and (b) propose or procure the proposal of a
Shareholder resolution which is intended or appears to be intended to circumvent the proper application of
the Listing Rules.
Board
Indigo may nominate: (a) three Directors to the Board if Indigo and its associates hold in excess of 30 per
cent. of the fully converted share capital of the Company (i.e. assuming the conversion in full of all
Convertible Shares and Convertible Notes); (b) two Directors to the Board if Indigo and its associates hold in
excess of 20 per cent. of the fully converted share capital or (c) one Director to the Board if Indigo and its
associates hold in excess of ten per cent. of the fully converted share capital (each an “Indigo Director”). If
Indigo and/or its associates no longer hold at least 30, 20 or ten per cent., respectively, of the fully
converted share capital of the Company, then Indigo has agreed to procure, in so far as it is legally able to do
so, that the appropriate number of Indigo Directors resigns from the Board unless a majority of the
independent Directors resolve that any Indigo Director should remain on the Board.
Indigo may not nominate any person to be an Indigo Director whose re-election has been proposed to, but
not approved by, the holders of Ordinary Shares in general meeting, or who has been removed from office
by a resolution of the holders of Ordinary Shares.
Wizz Air Holdings Plc Annual report and accounts 2015
34
GOVERNANCE
COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE
CONTINUED
Our key shareholders continued
Our relationship with Indigo continued
Board continued
Indigo may also nominate one Indigo Director to each of the Audit Committee and the Remuneration
Committee until the earlier of (a) twelve months from Admission or (b) Indigo and its associates ceasing to
hold at least ten per cent. of the fully converted share capital of the Company.
The Board shall manage the Company independently of Indigo in accordance with the Articles, the Listing
Rules and applicable law. The parties have also agreed that at least half of the Board (excluding the
chairman) shall comprise independent Non-Executive Directors, the Nomination Committee shall consist of a
majority of independent Directors and, save as set out in the paragraph above, the Remuneration and Audit
Committees shall consist only of independent Directors.
Arm’s length transactions
All transactions and relationships between the Company and Indigo or any of their associates shall be
conducted at arm’s length, on a normal commercial basis and in accordance with the related party
transaction rules set out in Chapter 11 of the Listing Rules.
Provision of information and confidentiality
Indigo shall, subject to the Company’s obligations under all applicable laws (including, without limitation, the
Listing Rules and the Disclosure and Transparency Rules), be provided with financial, management
and/or other information relating to any member of the Group as Indigo (or any of its associates) may
reasonably require for the purposes of any internal or external reporting requirements which the relevant
party is required by internal compliance, law or regulation to make. Indigo may disclose any such financial,
management and/or other information to its associates provided that (a) Indigo will (and will procure that
any associate to whom any information is passed) keep confidential any such information, (b) such
information does not include information relating to any transaction between the Company and Indigo or
any of their associates obtained as a result of an Indigo Director’s position as a Director, (c) disclosure
would not result in the breach by the Company of the Disclosure and Transparency Rules or require
the Company to make a public announcement and (d) the name of such persons to whom information is
disclosed is added to the Company’s insider list.
Confirmation regarding compliance
The Board confirms that, since the entry into the relationship agreement, on 24 February 2015 until 26 May
2015, being the latest practicable date prior to the publication of this report:
a) the Company has complied with the independence provisions included in the relationship agreement;
and
b) so far as the Company is aware, the independence provisions included in the relationship agreement
have been complied with by Indigo.
Engaging with our Shareholders
Wizz Air recognises the need to engage with our Shareholders. Prior to the IPO, the Chief Executive Officer
and the Chief Financial Officer met with a number of potential investors during a roadshow. A number of
those potential investors participated in the IPO and are now Shareholders.
The Company’s Investor Relations department will arrange a number of meetings and roadshows, timed
around the release of financial results, with investors. The Chairman and Senior Independent Non-Executive
Director will be available to answer questions from key investors at the Annual General Meeting.
A report on Investor Relations is presented by the Chief Financial Officer at each Board meeting, during
which feedback from meetings held by senior management with investors is provided. The Board is supplied
with copies of analysts’ and brokers’ briefings as they are received.
During the course of the 2016 financial year, the Company will consider arrangements to allow the Chairman
and Senior Independent Non-Executive Director to meet with key investors.
Wizz Air Holdings Plc Annual report and accounts 2015
35
GOVERNANCE
MANAGEMENT OF THE COMPANY
The Board of Directors
Effective oversight of Wizz Air’s business is the key function of the Board. Key to this oversight is the
approval of the Company’s long-term strategy and commercial objectives and these matters are reserved to
the Board, along with the approval of annual operating and capital expenditure budgets and any changes
thereto. Other key areas also reserved to the Board include financial reporting and controls, internal controls,
the review and approval of key contracts, Board membership, the remuneration of Directors and senior
executive employees, corporate governance and the review of safety issues.
Board membership
Wizz Air’s Board currently comprises one Executive and seven Non-Executive Directors, which the Directors
consider to be an appropriate Board structure. The current Directors bring a wealth of experience from both
the worldwide aviation industry as well as other international industries and, so, together bring to the
Company an appropriate breadth, depth and balance of skills, knowledge, experience and expertise. The
Directors who have served since the beginning of the 2015 financial year are:
Position
Committee Membership
Name
Executive Director
József Váradi
Non-Executive Directors
William A. Franke
Thierry de Preux
Guido Demuynck
Simon Duffy
Chief Executive Officer
Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Stephen L. Johnson
John McMahon
Non-Executive Director
Non-Executive Director,
Senior Independent Director
John R. Wilson
Non-Executive Director
Non-Executive Director
John Tierney (retired on 6 August 2014)
Heather Lawrence (retired on 3 October 2014) Non-Executive Director
Nomination Committee
Remuneration Committee
Remuneration Committee
Audit Committee,
Nomination Committee
Audit Committee
Audit Committee,
Nomination Committee
Remuneration Committee
William A. Franke, Chairman
Mr Franke has been Chairman of Wizz Air since 2004. The Chairman’s role is to lead the Board and ensure
that it operates effectively. Mr Franke is the founder and managing partner of Indigo, a private equity fund
focused on air transportation, and chairman of Frontier Airlines, Inc. From 1998 to 2001, Mr Franke was a
managing partner of Newbridge Latin America, a private equity fund focused on Latin America. Mr Franke
was the chairman and chief executive officer of America West Airlines from 1993 to 2001 and currently
serves on the board of directors of Concesionaira Vuela Compañía de Aviación, S.A. de C.V., a Mexican airline
that does business as Volaris. He served as chairman of Spirit Airlines Inc., a United States airline, from 2006
to 2013 and Tiger Aviation Pte. Ltd, a Singapore-based airline, from 2004 to 2009, and held directorships in
Alpargatas S.A.I.C, an Argentina-based footwear and textiles manufacturer, from 1996 to 2007, and Phelps
Dodge Corporation, a mining company, where he served as the lead outside director for several years, from
1980 to 2007. He has in the past served on a number of publicly listed company boards of directors
including ON Semiconductor, Valley National Corporation, Southwest Forest Industries and the Circle K
Corporation. Mr Franke has both undergraduate and law degrees from Stanford University and an honorary
PhD from Northern Arizona University.
József Váradi, Chief Executive Officer
Mr Váradi was one of the founders of Wizz Air in 2003. Mr Váradi worked at Procter & Gamble for ten years
between 1991 and 2001, and became sales director for global customers where he was responsible for major
clients throughout eleven EU countries. He then joined Malév Hungarian Airlines, the Hungarian state airline,
as chief commercial officer in 2001, before serving as its chief executive officer from 2001 to 2003. He has
also held board memberships with companies such as Lufthansa Technik Budapest (supervisory board,
2001–2003) and Mandala Airlines (board of commissioners, 2007–2011). In 2007, Mr Váradi won the Ernst &
Young Hungary “Brave Innovator” award. Mr Váradi holds a master’s degree in economics from the
Budapest University of Economic Sciences and a master’s degree in law from the University of London.
Wizz Air Holdings Plc Annual report and accounts 2015
36
GOVERNANCE
MANAGEMENT OF THE COMPANY CONTINUED
The Board of Directors continued
Board membership continued
Thierry de Preux, Non-Executive Director
Mr de Preux was a founding shareholder of Wizz Air in 2003 and joined the Board in 2012. A qualified
chemical engineer, Mr de Preux completed his master of business administration at Harvard Business School
and went on to become a general manager at the Nestlé Group. He subsequently spent 17 years as the head
of the Swiss division of Korn/Ferry International, where he specialised in board consulting and recruitment. In
2008, Mr de Preux founded the Swiss Board Members Forum, an association including board members of
the 20 largest companies on the Swiss Market Index.
Guido Demuynck, Non-Executive Director
Mr Demuynck joined the Board in February 2014. Mr Demuynck spent more than 25 years with Koninklijke
Philips N.V., holding various roles including general manager, portable audio business line, general manager,
audio business group and marantz and chief executive, consumer electronics (as a member of the group
management committee of Royal Philips Electronics and senior vice president). He then held the positions of
board member, responsible for mobile division at KPN (Koninklijke) N.V. and chief executive of Kroymans
Corporation B.V. and Liquavista B.V. Mr Demuynck is currently a member of the supervisory board and
chairman of the remuneration committee of TomTom N.V., a member of the board of directors and of the
audit committee of Belgacom N.V., a member of the supervisory board of each of Teleplan International N.V.,
Divitel Holding B.V. and Aito B.V. and chairman of the audit committee of Belgacom SA. Mr Demuynck has a
master’s degree in applied economics (magna cum laude) from the University of Antwerp and a master’s
degree in marketing and distribution (magna cum laude) from the University of Gent.
Simon Duffy, Non-Executive Director
Mr Duffy joined the Board in January 2014. Mr Duffy started his career at NM Rothschild & Sons Ltd and has
held positions at Shell International Petroleum Co, Bain & Co, Consolidated Gold Fields Plc, Guinness Plc,
Thorn EMI Plc (where he held the position of deputy chairman and group finance director), World Online
International B.V. (where he held the position of deputy chairman and chief executive), End2End AS (where
he held the position of chief executive), Orange SA (where he held the position of chief financial officer), ntl:
Telewest Inc. (where he held the position of executive vice chairman) and Tradus Plc (where he held the
position of executive chairman). Mr Duffy has extensive London Stock Exchange non-executive director
experience. He has sat on the board of, amongst others, Gartmore Plc, HMV Group Plc, GWR Group Plc and
Imperial Tobacco Plc. He is currently chairman of You View Ltd., which is a joint venture between British
Telecom, TalkTalk and all the leading broadcasters in the United Kingdom and chairman of M Blox Inc. He is a
non-executive director of Oger Telecom, a Middle East telecommunications company, and of Modern Times
Group AB, one of Europe’s largest broadcasting companies listed on the Stockholm Exchange, where he is
chairman of the audit committee. Mr Duffy has a BA in philosophy, politics and economics from Oxford
University and an MBA from Harvard Business School.
Stephen L. Johnson, Non-Executive Director
Mr Johnson joined the Board in 2004, left the Board in 2009 and was re-appointed as a Non-Executive
Director in 2011. Mr Johnson is executive vice president, corporate affairs for American Airlines Group Inc.
and its principal subsidiary, American Airlines, Inc. Previously, Mr Johnson served as executive vice president,
corporate and government affairs for US Airways. Prior to joining US Airways in 2009, Mr Johnson was a
partner at Indigo from 2003 to 2009. Between 1995 and 2003, Mr Johnson held a variety of positions with
America West Holdings Corporation prior to its merger with US Airways Group, including executive vice
president, corporate. Prior to joining America West, Mr Johnson served as senior vice president and general
counsel at GPA Group plc, an aircraft leasing company, and as an attorney at Seattle-based law firm Bogle &
Gates where he specialised in corporate and aircraft finance and taxation. Mr Johnson earned his MBA and
Juris Doctor from the University of California, Berkeley, and a bachelor of arts in economics from California
State University, Sacramento.
Wizz Air Holdings Plc Annual report and accounts 2015
37
GOVERNANCE
MANAGEMENT OF THE COMPANY CONTINUED
The Board of Directors continued
Board membership continued
John McMahon, Non-Executive Director
Mr McMahon has been a member of the Board since 2012. He has more than 25 years of experience in
commercial aviation. He joined Aer Lingus in 1986, moved to GPA Group plc in 1990 and transferred to
GECAS upon its formation in 1993. Later, he held senior management positions at debis AirFinance B.V. and
Lloyds TSB Bank plc. In 2006, he led the initial public offering and New York Stock Exchange listing of
Genesis Lease Limited, an aircraft leasing company, where he served as chairman and Chief Executive
Officer until its merger with AerCap Holdings N.V. in 2010. Since then, he has served as a consultant, director
and lecturer. His non-executive directorships include Airspeed Limited, BNP Paribas Ireland, Investec Aircraft
Syndicate Limited, Turbine Engines Securitization Limited and Waypoint Leasing Limited. Mr McMahon holds
a bachelor of engineering degree from the National University of Ireland, Galway and post-graduate
diplomas in accounting and finance (Association of Chartered Certified Accountants) and computer
modelling and simulation (Trinity College Dublin). He completed the Advanced Management Program at
Harvard Business School and is a Chartered Director of the Institute of Directors.
John R. Wilson, Non-Executive Director
Mr Wilson has been a member of the Board since 2005 and a principal of Indigo since 2004. Mr Wilson is a
member of the board of directors of Frontier Airlines, Inc., together with its holding companies, Frontier
Airlines Holdings, Inc. and Falcon Acquisition Group, Inc. Prior to that he served at America West Airlines
from 1997 to 2004 as the vice president of financial planning and analysis, vice president of operations
finance and other senior finance positions. From 1991 to 1997 he was employed by Northwest Airlines where
he last served as director of finance for Asian operations based in Tokyo, Japan. Mr Wilson served on the
board of Spirit Airlines Inc. from 2009 to 2013 and served on the board of Vuela Compañía de Aviación,
S.A.P.I. de C.V. from 2010 to 2012. Mr Wilson has an MBA from the Darden School of Business at the
University of Virginia and an undergraduate degree in finance from Texas Tech University.
Independence
The UK Corporate Governance Code recommends that at least half the members (excluding the chairman)
of the board of directors of a company with a premium listing should be non-executive directors, determined
by the Board to be independent in character and judgment and free from relationships or circumstances
which are likely to affect, or could appear to affect, their judgment.
The Board has considered the independence of the Company’s Non-Executive Directors and has concluded
that:
a) William A. Franke, the Chairman, does not meet the independence criteria set out in the Corporate
Governance Code, given that he is the managing partner of Indigo (a significant shareholder). However,
given the benefits for the Company of his recognised experience in the airline industry, the Board
believes that it is in the Company’s best interest that Mr Franke should continue as Chairman of Wizz Air.
b) Stephen L. Johnson is not considered to be an independent Non-Executive Director given his past
position with Indigo. He is also a member of the Audit Committee. The Board considers that given Mr
Johnson’s experience and familiarity with the Group, and the fact that the Audit Committee Chairman,
Mr Duffy was recently appointed to the Board, Mr Johnson should remain on the Audit Committee until
no later than 2 March 2016.
c) John R. Wilson is not considered to be an independent Non-Executive Director as he is a principal of
Indigo. He is also a member of the Remuneration Committee. The Board considers that given Mr
Wilson’s experience and familiarity with the Group, and the fact that the Remuneration Committee
Chairman, Mr Demuynck, was recently appointed to the Board, Mr Wilson should remain on the
Remuneration Committee until no later than 2 March 2016.
Other than William A. Franke, John R. Wilson and Stephen L. Johnson, the Company regards all of its Non-
Executive Directors, namely, Guy Demuynck, Simon Duffy, Thierry de Preux and John McMahon, as
independent Non-Executive Directors within the meaning of “independent” as defined in the Corporate
Governance Code and free from any business or other relationship which could materially interfere with the
exercise of their independent judgment. Accordingly, the Company complies with the requirement of the
Corporate Governance Code that at least half of the board (excluding the chairman) of a company with a
premium listing should comprise independent non-executive directors.
Wizz Air Holdings Plc Annual report and accounts 2015
38
GOVERNANCE
MANAGEMENT OF THE COMPANY CONTINUED
The Board of Directors continued
Senior Independent Non-Executive Director
The Corporate Governance Code recommends that the Board should appoint one of its independent Non-
Executive Directors as the Senior Independent Non-Executive Director. The Senior Independent Non-
Executive Director should be available to Shareholders if they have concerns that contact through the
normal channels of the Chairman or Chief Executive Officer has failed to resolve or where such contact is
inappropriate. John McMahon has been appointed as the Company’s Senior Independent Non-Executive
Director.
Senior Executive management team
The Chief Executive Officer and senior management team are responsible for the management of the
Group’s business and implementation of the Group’s strategy on a day-to-day basis.
The Group’s senior management team, in addition to the Chief Executive Officer, is:
Name
John Stephenson
Mike Powell
György Abrán
Diederik Pen
Owain Jones
Position
Executive Vice President
Chief Financial Officer
Chief Commercial Officer
Chief Operations Officer
Chief Corporate Officer
John Stephenson, Executive Vice President
Mr Stephenson joined Wizz Air as Chief Commercial Officer in 2006, becoming Executive Vice President in
2009. He joined Wizz Air from easyJet, where he worked from 1997 to 2006 as head of yield management,
head of revenue and scheduling, head of network development and, from 2005 to 2006, as acting
commercial director. Prior to joining easyJet, Mr Stephenson worked for MVA Consultancy from 1991 to 1997
as a consultant in the transport and financial fields. Mr Stephenson holds a bachelor of science in
mathematics for decision making from the University of Brighton.
Mike Powell, Chief Financial Officer
Mr Powell joined Wizz Air as Chief Financial Officer in 2007. Mr Powell was previously head of aviation
research at Dresdner Kleinwort Wasserstein (1999 to 2007), SG Securities (1998 to 1999) and Natwest
Securities (1993 to 1998). Mr Powell also worked at National Provident Institution as an equity analyst and
fund manager from 1989 to 1992. Mr Powell holds a bachelor in science in management sciences from the
University of Manchester Institute of Science and Technology.
György Abrán, Chief Commercial Officer
Mr Abrán joined Wizz Air in 2004 as Head of Pricing and Revenue Management and became Chief
Commercial Officer in 2009. Mr Abrán joined Wizz Air from McKinsey & Company, where he spent seven
years, initially as a business analyst and then as an engagement manager. His experience from McKinsey
covers a wide range of geographies and industries and includes around two years of aviation-related
engagements. Mr Abrán holds an engineering degree in computer science from the Technical University of
Cluj and a master of arts in economics from a joint programme of the University of Essex and Central
European University.
Diederik Pen, Chief Operations Officer
Mr Pen joined Wizz Air in January 2013 as Chief Operations Officer, becoming Accountable Manager in
September 2013. He was formerly the chief executive officer and chief operating officer of Martinair Holland.
Prior to joining Martinair Holland in 2006, Mr Pen worked for Virgin Blue Airlines in Australia from 2002 to
2006 as head of ground operations, for Brisbane Airport Corporation in Australia as general manager of
commercial services and for Amsterdam Airport Schiphol as manager of commercial services. Mr Pen has a
master of business administration in business economics from the University of Amsterdam.
Owain Jones, Chief Corporate Officer
Mr Jones joined Wizz Air as General Counsel in 2010 and was promoted to Chief Corporate Officer in June
2014. Mr Jones is a solicitor of the Supreme Court of England and Wales. Having trained at Nicholson
Graham & Jones (1994 to 1996), Mr Jones joined Wilde Sapte (now Dentons LLP) in 1996 as a solicitor in its
aviation group, specialising in finance and regulatory matters. He spent time in the firm’s Paris and Hong
Kong offices before being appointed a partner in 2006, following which he spent three years in the firm’s
Abu Dhabi office, becoming acting managing partner of the office. He left the firm in 2009 to spend 18
months training for a frozen air transport pilot’s licence with CTC Aviation Training. Mr Jones holds a
bachelor of law degree from University College London.
Wizz Air Holdings Plc Annual report and accounts 2015
39
GOVERNANCE
MANAGEMENT OF THE COMPANY CONTINUED
Board Committees
The Directors have established an Audit Committee, a Remuneration Committee and a Nomination
Committee. The members of these committees are appointed principally from among the independent
Directors and all appointments to these committees shall be for a period of one year. The terms of reference
of the committees have been drawn up in accordance with the provisions of the Corporate Governance
Code. A summary of the terms of reference of the committees is set out below.
Each committee and each Director has the authority to seek independent professional advice where
necessary to discharge their respective duties, in each case at the Company’s expense.
Audit Committee
The Audit Committee’s duties, as set out in its terms of reference, include:
a) monitoring the integrity of the Company’s financial statements of the Company, including its annual and
semi-annual reports, interim management statements, preliminary results announcements and any other
formal announcement relating to its financial performance;
b) reviewing significant financial reporting issues and judgments which they contain having regard to
matters communicated to it by the auditors;
c) where requested by the Board, reviewing the content of the annual report and accounts and advise the
Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information
necessary for Shareholders to assess the Company’s performance, business model and strategy;
d) keeping under review the adequacy and effectiveness of the Company’s internal financial controls and
internal control and risk management systems;
e) reviewing the adequacy and security of the Company’s arrangements for its employees and contractors
to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The
Committee shall ensure that these arrangements allow proportionate and independent investigation of
such matters and appropriate follow-up action;
f) monitoring and reviewing the effectiveness of the Company’s Internal Audit function in the context of
the Company’s overall risk management system;
g) considering and approving the remit of the Internal Audit function and ensuring it has adequate
resources and appropriate access to information to enable it to perform its function effectively and in
accordance with the relevant professional standards. The Audit Committee shall also ensure the Internal
Audit function has adequate standing and is free from management or other restrictions;
h) meeting the Company’s head of the Internal Audit function at least once a year, without management
being present, to discuss their remit and any issues arising from the internal audits carried out. In
addition, the Audit Committee shall ensure that the Company’s head of the Internal Audit function has
the right of direct access to the Chairman, the Audit Committee Chairman and to the rest of the
Committee, and is accountable to the Committee;
i) considering and making recommendations to the Board, to be put to Shareholders for approval at the
AGM, in relation to the appointment, re-appointment and removal of the Company’s external auditors.
The Committee shall oversee the selection process for new auditors and if auditors resign, the
Committee shall investigate the issues leading to this and decide whether any action is required;
j) overseeing the relationship with the external auditors including (but not limited to):
I.
II.
assessing annually their independence and objectivity taking into account relevant UK
professional and regulatory requirements and the relationship with the external auditors as a
whole, including the provisions of any non-audit services; and
satisfying itself that there are no relationships (such as family, employment, investment, financial
or business) between the external auditors and the Company (other than in the ordinary course
of business) which could adversely affect the auditors’ independence and objectivity;
k) meeting regularly with the external auditors, including once at the planning stage before the audit and
once after the audit at the reporting stage. The Audit Committee shall meet the external auditors at least
once a year, without management being present, to discuss their remit and any issues arising from the
audit;
Wizz Air Holdings Plc Annual report and accounts 2015
40
GOVERNANCE
MANAGEMENT OF THE COMPANY CONTINUED
Board Committees continued
Audit Committee continued
l)
reviewing and approving the annual audit plan and ensuring that it is consistent with the scope of the
audit engagement having regard to the seniority, expertise and experience of the audit team; and
m) reviewing the findings of the audit with the external auditors. This shall include but not be limited to the
following:
I.
II.
III.
IV.
a discussion of any major issues which arose during the audit;
any accounting and audit judgments;
levels of errors identified during the audit; and
the effectiveness of the audit process.
The Corporate Governance Code recommends that the Audit Committee should comprise at least three
members, who should all be independent Non-Executive Directors, and that at least one member should
have recent and relevant financial experience. The membership of the Company’s Audit Committee
comprises three members, namely Simon Duffy, Stephen L. Johnson and John McMahon, all of whom apart
from Stephen L. Johnson are independent Non-Executive Directors. No members of the Audit Committee
have links with the Company’s external auditors. Mr Duffy is considered by the Board to have recent and
relevant financial experience and is Chairman of the Audit Committee, a position to which he was appointed
on 24 July 2014, following his predecessor Mr Tierney’s resignation as a Director in accordance with the
provisions of a noteholders’ and shareholders’ agreement then in place.
The Company therefore considers that it complies with the Corporate Governance Code recommendation
regarding the composition of the Audit Committee other than in respect of Stephen L. Johnson’s position on
that committee. Mr Johnson will be replaced as a member of the Audit Committee by no later than 2 March
2016.
The Audit Committee will formally meet at least three times per year and otherwise as required. The Chief
Executive Officer, other Directors and representatives from the finance function may attend and speak at
meetings of the Audit Committee. The Company’s external auditors and Chief Financial Officer will be invited
to attend meetings of the Audit Committee on a regular basis. Following each meeting, the Chairman of the
Audit Committee reports to the Board on the significant items discussed during the Audit Committee’s
meeting. The Audit Committee met on seven occasions during the 2015 financial year. In addition to the
formal meetings, the Audit Committee is in regular contact with relevant management in connection with,
for example, the implementation of the Group’s hedging strategy.
Remuneration Committee
On 2 March 2015, the Remuneration Committee replaced the Company’s previous Compensation
Committee, which was chaired by William A. Franke and the members of which were Guido Demuynck,
Thierry de Preux and John R. Wilson.
The Remuneration Committee is responsible for setting the remuneration policy for all Executive Directors
and the Chairman, including pension rights and any compensation payments, and recommending and
monitoring the remuneration of the senior managers. Non-Executive Directors’ fees are determined by the
full Board.
The objective of the Company’s remuneration policy is to attract, retain and motivate executive
management of the quality required to run the Company successfully without paying more than is necessary,
having regard to the views of Shareholders and other stakeholders.
The Remuneration Committee is also responsible for making recommendations for the grants of awards
under the Company’s share option schemes. In accordance with the Remuneration Committee’s terms of
reference, no Director may participate in discussions relating to his own terms and conditions of
remuneration.
The Corporate Governance Code provides that the Remuneration Committee should comprise at least three
members, all of whom should be independent Non-Executive Directors. The membership of the Company’s
Remuneration Committee comprises three members, namely Guido Demuynck, John R. Wilson and Thierry
de Preux, all of whom apart from John R. Wilson are independent Non-Executive Directors. The Chairman of
the Remuneration Committee is Mr Demuynck, who took up his appointment on 2 March 2015 following
completion of the Company’s initial public offering.
Wizz Air Holdings Plc Annual report and accounts 2015
41
GOVERNANCE
MANAGEMENT OF THE COMPANY CONTINUED
Board Committees continued
Remuneration Committee continued
The Company therefore considers that it complies with the Corporate Governance Code recommendations
regarding the composition of the Remuneration Committee other than in respect of John R. Wilson’s
position on that committee. Mr Wilson will be replaced as a member of the Remuneration Committee no
later than 2 March 2016.
The Remuneration Committee meets formally at least twice each year and otherwise as required. Following
its establishment, there was one meeting of the Remuneration Committee during the 2015 financial year,
although there were also four meetings prior to 2 March 2015 of the Company’s former Compensation
Committee during that financial year.
Nomination Committee
The Nomination Committee assists the Board in discharging its responsibilities relating to the composition of
the Board. The Nomination Committee is responsible for evaluating the balance of skills, knowledge and
experience on the Board, the size, structure and composition of the Board, retirements and appointments of
additional and replacement directors and will make appropriate recommendations to the Board on such
matters. While a number of Directors were initially appointed to the Board under investor appointment
rights, the most recent appointments of Simon Duffy and Guy Demuynck were conducted through
Korn/Ferry, which has no other connections with the Company.
The Corporate Governance Code provides that a majority of the members of the Nomination Committee
should be independent Non-Executive Directors. The Company’s Nomination Committee is comprised of
three members, namely William A. Franke, John McMahon and Simon Duffy. The Chairman of the Nomination
Committee is Mr Franke. The Company therefore considers that it complies with the Corporate Governance
Code’s recommendations regarding the composition of the Nomination Committee.
The Company recognises the importance to the Company of diversity, including gender equality. The
Company’s Code of Ethics is unequivocal that discriminatory practices will not be tolerated and that people
will be judged on the basis of their performance and ability to do their jobs and not on any other basis. In
addition, the Nomination Committee intends to work further on developing a policy to ensure that, when the
opportunity presents itself, diversity is properly reflected in the Board and in the Company’s senior
management.
The Nomination Committee is scheduled to meet formally at least twice a year and otherwise as required. As
a newly constituted committee, there were no meetings of the Nomination Committee during the 2015
financial year.
Attendance at Board meetings
The following table sets out the attendance by Director at the Board and committee meetings held during
the 2015 financial year.
Board
Audit
Remuneration
Compensation*
13/13
7/7**
Executive Director
József Váradi
Non-Executive Directors
William A. Franke
Guido Demuynck
Simon Duffy
Thierry de Preux
Stephen L. Johnson
John McMahon
John R. Wilson
John Tierney***
Heather Lawrence****
* The Compensation Committee was replaced by the Remuneration Committee at completion of the IPO.
13/13
13/13
10/13
13/13
12/13
12/13
13/13
5/5
6/6
7/7
7/7
6/7
2/2
1/1
1/1
1/1
1/1*
4/4*
4/4
4/4
4/4
4/4
2/2
** The Executive Director was invited to attend these various committee meetings in order to discuss certain matters but did
not have a vote.
*** John Tierney retired as a Director on 6 August 2014
**** Heather Lawrence retired as a Director on 3 October 2014.
Wizz Air Holdings Plc Annual report and accounts 2015
42
GOVERNANCE
MANAGEMENT OF THE COMPANY CONTINUED
Board procedures
At least five Board meetings are scheduled during each financial year. At these meetings, the Directors meet
with senior executives to receive detailed updates on Wizz Air’s business and operations. Prior to these
meetings, each Director receives an information pack containing a comprehensive review of the Company’s
business as well as detailed proposals for approval of transactions and development falling within the
Board’s remit. The Company believes that this enables each Director properly to discharge his or her
responsibilities. At each Board meeting, Directors who have a conflict of interest in any agenda item declare
that interest and are not entitled to vote on that agenda item.
A number of key strategic and commercial decisions require Board approval and, as and when any such
decision is needed, an ad hoc telephone Board meeting may be arranged. In general, therefore, it is
anticipated that there will be around ten Board meetings in total during each financial year.
Newly appointed Non-Executive Directors meet with the Company’s senior management and visit Wizz Air’s
operational headquarters to ensure that they have a thorough understanding of the Company’s business.
Wizz Air maintains directors’ and officers’ liability insurance. This insurance covers any claim that may be
brought against the Directors in the exercise of their duties.
The Company has adopted a Share Dealing Policy that reflects and incorporates the provisions of the UK
Listing Authority’s Model Code. As a consequence, the Directors as well as certain designated employees
must obtain clearance from the Company’s Chairman before dealing in the Company’s shares and are
prohibited from dealing at all during certain periods as set out in the Model Code.It is proposed that, in
accordance with the recommendations of the UK Corporate Governance Code, all Directors will offer
themselves for re-election at the Annual General Meeting.
Wizz Air Holdings Plc Annual report and accounts 2015
43
GOVERNANCE
REPORT OF THE CHAIRMAN OF THE AUDIT COMMITTEE
“I took over as Chair of Wizz Air’s Audit Committee on 24 July 2014. The Audit Committee played a key role
in working with the Company’s Reporting Accountants, PricewaterhouseCoopers LLP, during the recent
initial public offering (IPO) to assess the adequacy and effectiveness of the Company’s control and
corporate governance processes. One of the key issues that the Audit Committee looked at was the
effectiveness of the Company’s risk assessment and monitoring, particularly in the context of control
processes and the robustness of the internal and external audit processes.
Over the coming year, the Audit Committee will implement recent changes in the UK Corporate Governance
Code and the FRC’s Guidance on Risk Management, Internal Control and Related Financial and Business
Reporting published in September 2014. The Audit Committee will ensure that a robust assessment of
principal risks is carried out and will assess how these risks are managed and mitigated, working closely with
the Company’s existing Internal Audit function.”
Main activities of the Audit Committee during the 2015 financial year
Materials and documents related to the Company’s initial public offering
The Audit Committee worked closely with the reporting accountants in connection with the financial
statements and other documentation produced for the purposes of the Company’s IPO. A number of
meetings were held between the reporting accountants and the Audit Committee to discuss the contents of
the working capital report, the long form report, the short form report and the report on financial position
and prospects procedures. The Audit Committee was also responsible for giving the Board assurance on the
audit procedures leading up to the IPO.
Risk management
The Audit Committee is tasked with ensuring that the Board has adequate oversight of risk management
and that it deems the controls sufficient and effective.
The Company’s Internal Audit function conducts an annual risk assessment exercise involving senior
management from the level of heads of function upwards. Based on this risk assessment exercise, a risk
register is compiled showing risk description, inherent risk, mitigating measures and residual risk.
Consideration is then given to which areas can be efficiently improved in line with the Company’s risk
appetite.
This risk register is then used to develop an Internal Audit Plan for the year, which is approved by the Audit
Committee. Internal audits are performed by Deloitte and the Head of Internal Audit, who has direct
responsibility to the Chairman of the Audit Committee as well as a reporting line to the Company’s Chief
Executive Officer.
Following completion of an internal audit, a report is compiled which sets out the findings, makes
recommendations for control improvement and presents the improvement actions undertaken by
management. Internal audit reports are submitted and presented to the Audit Committee for approval. The
Chairman gives a report of the internal audit reports completed in a particular period to the full Board.
Internal Audit then follows up the completion of the actions and reports back to the Audit Committee on the
status. A process for verifying the effective application of the controls that are put in place has also been
started. The Audit Committee will work to ensure that the Company continues to develop effective risk
assessment and management processes.
Financial information
The Audit Committee reviews and approves all interim and final financial statements, as well as the content
of the Company’s annual report. The Company’s external auditors provide the Audit Committee with a
briefing on any issues arising. The Audit Committee will also review and approve any regulatory
announcements that will be made in connection with such financial information. It is only after the Audit
Committee’s approval that the statements are put to the Board for approval.
Wizz Air Holdings Plc Annual report and accounts 2015
44
GOVERNANCE
REPORT OF THE CHAIRMAN OF THE AUDIT COMMITTEE
CONTINUED
Main activities of the Audit Committee during the 2015 financial year continued
Relationship with external auditors
The Audit Committee has approved the fees to be paid and the external audit plan for the 2015 financial year
and reviewed the report of the auditor on the audit performed.
The Audit Committee will consider the appointment of external auditors for the financial year ending 31
March 2016 and the Directors will propose a resolution in this respect for the forthcoming annual general
meeting of the Company.
The Audit Committee ensures the independence of the Company’s external auditors. The Audit Committee
considered the fees paid to the external auditor during the year. The relatively high fees paid for non-audit
services were due to the IPO project of the Company and are not expected to re-occur in the future.
Significant matters relating to the annual report
In the course of the preparation of the Company’s financial statements, the following issues were considered
by the Audit Committee:
E Maintenance accounting: The Audit Committee satisfied itself that the policy and the procedures
established in this area in earlier years were followed in the year consistently, including the regular
updates to estimates and judgments and the maintenance of the system supporting the calculations.
The Audit Committee considered the issue of a significant contract amendment in progress with a key
service provider in the area of heavy maintenance and concurred with the conclusion of management
and the auditor that it is a non-adjusting event for the current year.
E Hedging: During the year the Audit Committee has overseen a significant increase in the hedging
volume of the Group, including the introduction of caps (options) as a new instrument for fuel hedging.
The Audit Committee reviewed the accounting for the time value of hedges as this was the first occasion
when the time value of open hedge positions was a material number.
E Convertible debt: Management and the auditor proposed a historic adjustment in the accounting for
convertible debt instruments (as shown in Note 5 to the financial statements). The Audit Committee
concurred with the prior year restatement and satisfied itself that the issues leading to the error were
isolated several years before the current period.
E
IPO: The IPO of the Company brought with itself a number of complex and/or material one-off
transactions in the areas of share capital, transaction costs, convertible debt instruments and share
options. The Audit Committee reviewed and agreed to the technical treatment proposed by
management.
E Wizz Air Ukraine: The Group announced in March the discontinuation of Wizz Air Ukraine operations
with effect from 20 April 2015. This decision required a number of considerations both in technical
accounting treatment and in presentation of the effects of the transaction. The Audit Committee was
satisfied with the treatment adopted, including the presentation of the arising one-off non-cash gain as
an exceptional item in the statement of comprehensive income.
Simon Duffy
Chairman of the Audit Committee
Wizz Air Holdings Plc Annual report and accounts 2015
45
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT
“Wizz Air is proud of the first set of results delivered as a listed company. The Remuneration Committee
believes that, to ensure that the Company’s business continues to be run in the best interests of
Shareholders, the Chief Executive Officer and other senior management should be competitively
remunerated but that a significant proportion of the remuneration should be performance based, taking into
account both the Company’s financial and operational performance as well as individual performance.
The Remuneration Committee will ensure that remuneration remains competitive while not being more than
is necessary to attract, retain and motivate executive management of the quality required to run the
Company successfully. In order to ensure that this is the case, the Remuneration Committee has worked with
Towers Watson to benchmark executive remuneration against a number of comparator companies and we
intend to continue to benchmark in the coming years.
During the 2015 financial year, the key major decision taken in connection with Directors’ remuneration was
the adoption of a new long-term incentive plan, which affects any Executive Director of the Company.
Details of this long term incentive plan are set out on page 55. The long-term incentive plan reflects the aim
of the Remuneration Policy that an Executive Director should be incentivised to deliver successfully the
Company’s strategy and that his or her interests should be aligned with those of the Shareholders. However,
no award has yet been made under the new long-term incentive plan as it became effective only following
completion of the IPO. No other substantial changes were made to Directors’ remuneration during the 2015
financial year.
Finally, I would note that, while the Company is incorporated in Jersey, we have chosen voluntarily to comply
in all material respects with the provisions of the UK Companies Act 2006 and related regulations with
regards to the Directors’ remuneration report and remuneration policy, underlining the Company’s
commitment to adopt best corporate governance practice.”
Guy Demuynck
Chairman of the Remuneration Committee
Wizz Air Holdings Plc Annual report and accounts 2015
46
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Background
The Remuneration Committee is responsible for setting the remuneration policy for all Executive Directors
and the Chairman, including pension rights and any compensation payments, and recommending and
monitoring the remuneration of the senior managers. Non-Executive Directors’ fees are determined by the
full Board. The Remuneration Committee and the Board have, in the past, been advised by Towers Watson in
setting appropriate remuneration levels. The Remuneration Committee is satisfied that Towers Watson
offers impartial and objective advice and brings a high degree of expertise to the Remuneration Committee’s
discussions. During the 2015 financial year, Towers Watson assisted the Remuneration Committee in
developing the long term incentive plan. Towers Watson received fees totalling just over GBP 40,000 for
this work.
Our principle consideration when determining the remuneration policy is to ensure that it supports our
Company strategy and business objectives, as well as to attract, retain and motivate executive management
of the quality required to run the Company successfully without paying more than is necessary.
In the selection of performance measures for both the annual performance bonus and long-term incentive
plan the Committee takes into account the Group’s strategic objectives and short and long-term business
priorities. The performance targets are set in accordance with the Group’s annual operating plan and are
reviewed annually to ensure that they are sufficiently stretching. In selecting the targets the Committee also
takes into account analysts’ forecasts, economic conditions and the Committee’s expectation of
performance over the relevant period.
A summary of the Remuneration Committee’s terms of reference can be found on our corporate website,
corporate.wizzair.com. The current members of the Remuneration Committee are Guy Demuynck, John R.
Wilson and Thierry de Preux. Further details about the Remuneration Committee are set out on pages 41 to
42 of the Corporate Governance Report.
Remuneration policy
Introduction
This section of the Directors’ Remuneration Report has been prepared in accordance with The Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 as amended (the
Regulations), which the Company has chosen to comply with in all material respects as a matter of best
practice. It sets out the Remuneration Policy, which will be put forward for Shareholder approval at the AGM
on 29 September 2015 and will apply, subject to such Shareholder approval, to any remuneration and loss of
office payments made on or after that date. All remuneration and loss of office payments will only be made if
they are consistent with the approved policy.
The aim of the Remuneration Policy is to:
E
E
E
attract, retain and motivate executive management without paying more than is necessary;
incentivise the successful execution of the Company’s business strategy; and
align the Executive Directors’ long term interests with those of Shareholders.
Remuneration policy
a) Executive Director remuneration
The Chief Executive Officer is currently the Company’s sole Executive Director. The Remuneration
Committee believes that the Company’s Remuneration Policy supports the Company’s ultra-low cost
business model by incentivising senior management, including the Chief Executive Officer, to continue to
strive to increase the Company’s cost advantage while improving the customer’s experience. The Chief
Executive Officer currently receives a base salary and is eligible for an annual performance bonus of up to
200 per cent. of base salary, with the actual bonus amount paid being dependent on the Company
achieving certain financial and operational targets.
In deciding appropriate remuneration levels, the Remuneration Committee takes into account, among other
things, the levels paid at competitor low cost carriers.
Wizz Air Holdings Plc Annual report and accounts 2015
47
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Remuneration policy continued
Remuneration policy continued
a) Executive Director remuneration continued
Future policy table: Executive Directors
Element
Base salary
Purpose and link to strategy Operation and opportunity
To provide the core
reward for the role.
To attract, retain and
motivate executive
management without
paying more than
necessary
Salaries will be reviewed
annually, with any increase
being awarded at the discretion
of the Remuneration Committee.
The Executive Director’s salary
for the 2015 financial year
is detailed in the
Remuneration Report.
The Remuneration Committee
may take into account a number
of factors in deciding whether
an increase should be made,
including benchmarking against
selected airlines.
Executive Directors are covered
by the Company’s group
personal accident and life
assurance cover, which is
in place for all employees
(2x salary).
The Company does not provide
a pension scheme for the
Executive Directors unless
contributions are required
by law.
Payments under the short-term
incentive plan are made in cash,
subject to certain specified
performance requirements as
determined by the
Remuneration Committee being
met and up to a maximum
bonus set as a percentage of
base salary by the
Remuneration Committee. The
maximum bonus for an
Executive Director is 200%.
Currently, these performance
requirements relate to Company
profitability, on-time
performance, operating cost
and personal performance. The
Chief Executive’s maximum
bonus is currently 200% of
base salary.
Each year, performance shares
may be granted, subject to the
achievement of performance
targets. Awards normally vest
over a three year period. The
maximum face value of annual
awards will be 250% of salary
for the Chief Executive Officer
and the Executive Director must
remain in office when the
performance shares vest.
Framework used to assess performance
and provisions for the recovery of sums
paid
The Remuneration Committee
will consider the individual
salaries of Executive Directors at
a meeting each year.
There are no provisions for the
recovery of sums paid or the
withholding of any payment
relating to base salary.
There are no provisions for the
recovery of sums paid or the
withholding of any payments
relating to benefits.
Not applicable.
Performance requirements
are determined by the
Remuneration Committee
annually. They are intended
to align the performance of the
Executive Directors with the
Group’s near-term objectives
of delivering against its strategy.
In particular, the performance
requirements incentivize the
Executive Directors to focus
on cost control to achieve
profitability targets, while
delivering a reliable service
to customers.
There are no provisions for the
recovery of sums paid pursuant
to the short-term incentive plan.
Performance targets
are determined by the
Remuneration Committee and
vesting of the performance
shares is subject to performance
targets being met over the
performance period.
If a participant’s employment
ends before the end of the
performance period, any vested
and unvested options will
normally lapse, save in certain
“good leaver” scenarios.
Benefits
Pension
Short-term
Incentive
Plan
To attract, retain and
motivate executive
management without
paying more than
necessary
To attract, retain and
motivate executive
management without
paying more than
necessary
Incentivise the
successful execution
of the Company’s
business strategy
Reward the
achievement of annual
financial and
operational goals.
Long-term
Incentive
Plan (LTIP)
(operating
for the first
time in the
2016
financial
year)
To align the Executive
Directors’ long-term
interests with those
of Shareholders
Reward strong
financial performance
and sustained increase
in Shareholder value.
Wizz Air Holdings Plc Annual report and accounts 2015
48
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Remuneration policy continued
Remuneration policy continued
b) Difference in remuneration policy for Executive Directors and employees
Remuneration of the Company’s senior management team follows a similar pattern to that of the Executive
Directors, although amounts for each component may vary. Other employees receive remuneration judged
by senior management to be appropriate for their position and experience.
c) Non-Executive Directors
The Non-Executive Directors are paid only fees.
Framework used to assess performance
and provisions for the recovery of sums
paid
Not applicable; there are no
provisions for the recovery
of sums paid or the withholding
of any payment relating to fees.
Element
Fees
Purpose and link to strategy Operation and opportunity
To remunerate Non-
Executive Directors
to reflect their level
of responsibility.
Non-Executive Directors are paid
a basic fee, plus an additional
amount for each Board meeting
attended. Additional fees are
paid for the role of Chairman of
the Audit Committee, Chairman
of the Remuneration Committee
and Chairman of the Board. Fees
for Non-Executive Directors,
other than the Chairman, are
determined by the Board. Fees
for the Chairman are determined
by the Remuneration Committee.
The Remuneration Committee, in
relation to the Chairman, and the
Board, in relation to the other
Non-Executive Directors, retain
the flexibility to increase fee
levels to ensure that they
continue to appropriately
reflect the experience of the
individual, time commitment
of the role and fee levels in
comparable companies.
The fees paid to the Chairman
and other Non-Executive
Directors for the 2015 financial
year are set out in the Directors’
Remuneration Report.
Illustration of the application of the remuneration policy
The bar chart below sets out the annual remuneration package of the Chief Executive Officer, at a minimum,
as a reasonable expectation and as a possible maximum (in Euro):
Salary and bonus are determined in Swiss Francs (CHF) that for the purposes of this chart were converted into Euro at the rate of
1.04 CHF for one Euro
It is anticipated that an award will be made to Chief Executive Officer under the new long term incentive
plan (LTIP) during the course of the 2016 financial year. However, no such award has been made as at the
date of the approval of this Annual Report and therefore the potential impact of the LTIP on the
remuneration is not included here.
Wizz Air Holdings Plc Annual report and accounts 2015
49
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Remuneration policy continued
Recruitment remuneration
The remuneration package for an incoming Executive Director would reflect the principles set out above,
although relocation expenses or allowances (such as school fees) for an Executive Director recruited from
abroad may be paid as appropriate.
For the appointment of a new Chairman or Non-Executive Director, fee arrangements will be made in line
with the policy as set out above.
Policy on loss of office
In the event of termination of a service contract or letter of appointment of a Director, contractual
obligations will be honoured in accordance with the service contract or letter of appointment. The
Remuneration Committee will take into consideration the circumstances and reasons for departure, health,
length of service and performance. Under this Policy, the Remuneration Committee may make any statutory
payments it is required to make. In addition, the Committee may agree to payment of outpatient counselling
costs and disbursements (such as legal costs) if considered to be appropriate and dependent on the
circumstances of departure.
There are no pre-determined contractual provisions for Directors regarding compensation in the event of
loss of office save for those listed in the table below.
Details of provision
Notice period
Executive Director
Three months’ notice by either party.
Termination payment The employing company may terminate the
Executive Director’s employment with immediate
effect by payment in lieu of notice.
The Executive Director will be paid a sum equal
to six months’ base salary if the employing company
choses to enforce the restrictive covenants
referenced below.
Upon termination of employment other than for
cause, the Executive Director is entitled to a
severance payment equal to six months’ salary.
Post-termination restrictive covenants apply for
a period of one year following termination
of employment.
Post-termination
covenants
Non-Executive Directors
One month’s notice
by either party.
Fees and expenses
accrued up to
termination only.
Not applicable.
Discretion, flexibility and judgement of the remuneration committee
The Remuneration Committee operates the short term incentive plan and long term incentive plan, which
include flexibility in a number of areas. These include:
E
E
E
E
E
E
E
E
E
the timing of awards and payments;
the size of an award, within the maximum limits;
the participants of the plan;
the performance requirements and maximum percentages of salary to be used for the short term
incentive plan and long term incentive plan from year to year;
the performance conditions, performance periods and vesting periods for awards under the long term
incentive plan from year to year;
the assessment of whether performance requirements and/or conditions have been met;
the treatment to be applied for a change of control or significant restructuring of the Group;
the determination of a good/bad leaver for incentive plan purposes and the treatment of awards
thereof; and
the adjustments, if any, required in certain circumstances (e.g. rights issues, corporate restructuring,
corporate events and special dividends).
Wizz Air Holdings Plc Annual report and accounts 2015
50
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Remuneration policy continued
Legacy arrangements
In approving this policy, authority is to be given to the Company to honour commitments paid, promised to
be paid or awarded to (i) current or former Directors prior to the date of this policy being approved or (ii) to
an individual (who subsequently is appointed as a Director of the Company) at a time when the relevant
individual was not a Director of the Company and, in the opinion of the Remuneration Committee, was not in
consideration of that individual becoming a Director of the Company, even where such commitments are
inconsistent with the provisions of this policy.
Outstanding awards under the Company’s previous 2009 international employee share option plan remain
eligible for vesting and exercise in accordance with their terms.
Consideration of shareholder views
The Remuneration Committee and the Board will consider Shareholder feedback received in relation to the
AGM each year at a meeting immediately following the AGM and any action required will be incorporated
into the Remuneration Committee's business plan for the ensuing period. This, and any additional feedback
received from Shareholders from time to time, will then be considered by the Remuneration Committee and
as part of the Company's annual review of remuneration arrangements.
Specific engagement with major Shareholders may be undertaken when a significant change in remuneration
policy is proposed.
Executive Director’s remuneration
Full details of the Chief Executive Officer’s remuneration are set out below (in Euro):
Single total figure table – audited
József Váradi
Fees & salary
532 507
Benefits
-
Bonus
1 075 080
2015
2014
LTIP
-
Pension
-
Total
1 607 587
József Váradi
Salary and bonus were paid in Swiss Francs and converted into Euro at the average rate applicable for the
year.
Fees & salary
497 410
Benefits
-
Bonus
964 802
LTIP
-
Pension
-
Total
1 462 212
Bonus is linked to three important financial and operational KPIs of the Company and to individual
performance. The measures, target performance and actual performance for 2015 were the following:
Target performance
Measures
Profit (underlying, €m)
CASK ex-fuel (€c/ASK)
On-time performance
(delay<15mins)
Individual performance rating
Weight
67%
11%
11%
11%
Threshold*
78,8
2,35
76%
2
Aggregate payout ratio:
* There is no payout if the performance is worse than the threshold
Target **
112,5
2,24
80%
2+
Maximum***
146,3
2,13
Actual
performance
146,2
2,27
84%
1
82.6%
1
Payout
ratio
200%
73%
164%
200%
182%
** At ‘Target’ there is 100% payout (being equal to twelve months salary in the case of the CEO)
*** If the ‘Maximum’ is reached or exceeded then there is 200% payout.
The amount in the LTIP column is nil because no shares or share options were issued to the Chief Executive
Officer in the 2015 financial year (2014: nil).
1,920,075 share options were issued to the Chief Executive Officer during the 2005-2011 calendar years from
the previous long-term incentive plan (ESOP) of the Company. The options vested three years after grant
but their exercise was subject to the occurrence of a qualifying IPO (see Note 28 to the financial statements).
Of these, 1,755,075 were exercised during the 2015 financial year. At the IPO share price of GBP 11.50 (app.
€15.66) and deducting the grant price, this equates to a net transfer value of €23.8 million. The remaining
165,000 (vested) options were unexercised at 31 March 2015, valid until April 2021.
Wizz Air Holdings Plc Annual report and accounts 2015
51
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Executive Director’s remuneration continued
During the 2015 financial year the Company and one of its subsidiaries provided loans to four out of the six
Officers of the Group, including to the Chief Executive Officer. The purpose of the loans was to enable these
employees to exercise their share options by buying the respective shares before the end of 2014, so that
they could take advantage of preferential tax rules available in Switzerland until the end of 2014.
The amount of the loan provided to the Chief Executive Officer was €4.6 million, secured by the shares
purchased. The loan tranches were provided between December 2014 and February 2015 and repaid in
March 2015. The interest rate on the loan was 1.50% per annum and that was considered to be the market
rate of interest in Switzerland for similar loans. Altogether €12,000 interest was paid by the Chief Executive
Officer on repayment.
Five-year overview of Chief Executive Officer remuneration
Single figure
of total
remuneration,
Euro
467 534
764 460
533 398
1 462 212
1 607 587
Performance
bonus
achieved
against
maximum
possible
0%
100%
0%
97%
91%
LTIP shares
vesting
against
maximum
possible(1)
N/A
100%
N/A
N/A
N/A
Financial year
2011
2012
2013
2014
2015
(1) Share options were last time issued to the CEO in the 2012 financial year. Vesting period was three years but there were no
performance conditions other than being in employment during the vesting period
Non-Executive Director remuneration
The Non-Executive Directors are paid only Directors’ fees, full details of which are set out below:
Single total figure table – audited
2015
William A. Franke
Stephen L. Johnson
Heather Lawrence(1)
John R. Wilson
Thierry De Preux
John McMahon
John Tierney(2)
Simon Duffy(3)
Guy Demuynck(4)
Total
Fees & salary
82 500
55 000
27 500
57 500
57 500
55 000
25 168
61 102
58 441
479 711
Benefits
-
-
-
-
-
-
-
-
-
-
Bonus
-
-
-
-
-
-
-
-
-
-
LTIP
-
-
-
-
-
-
-
-
-
-
Pension
-
-
-
-
-
-
-
-
-
-
Total
82 500
55 000
27 500
57 500
57 500
55 000
25 168
61 102
58 441
479 711
Wizz Air Holdings Plc Annual report and accounts 2015
52
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Non-Executive Director remuneration continued
2014
Fees & salary
55 501
34 249
35 749
36 749
36 749
36 749
46 125
11 249
6 666
299 787
Benefits(5)
42 223
27 664
27 664
27 664
27 664
27 664
34 943
0
0
215 484
Bonus
-
-
-
-
-
-
-
-
-
-
LTIP
-
-
-
-
-
-
-
-
-
-
Pension
-
-
-
-
-
-
-
-
-
-
Total
97 724
61 913
63 413
64 413
64 413
64 413
81 068
11 249
6 666
515 272
William A. Franke
Stephen L. Johnson
Heather Lawrence(1)
John R. Wilson
Thierry De Preux
John McMahon
John Tierney(2)
Simon Duffy(3)
Guy Demuynck(4)
Total
(1) retired on 3 October 2014
(2) retired on 6 August 2014
(3) joined on 1 January 2014
(4) joined on 1 February 2014
(5) Estimated value of share awards provided in the 2014 financial year calculated with €5.824 per share. The Company
appliedthis internal valuation payroll and tax purposes. These shares were issued for nominal value consideration (GBP
0.0001/share) and were not subject to any vesting or performance conditions.The sale or transfer of the shares was restricted
for three years from grant or until an IPO, whichever is later. During this period shares could be forfeited for example if the
Director leaves the board.
During the 2015 financial year, Swiss personal income tax of €0.1m was paid on behalf of certain directors in
respect of the 2010-2013 calendar years (2014: nil). This is not part of the numbers presented.
According to the new NED remuneration policy effective from July 2014 cash fees were increased but shares
are not awarded any longer.
Some of the fees for the services of the directors listed in this table were paid to third parties delegating the
respective director.
No payments were made to Heather Lawrence or John Tierney for loss of office.
Total Directors’ remuneration (Executive and Non-Executive) (audited)
Total remuneration of Directors for the period was €2,087,298 (2014: €1,977,484). This is the sum of the two
tables set out above.
Scheme interests awarded
None of the Directors received either shares or share options during the 2015 financial year.
Directors’ service agreement and letters of appointment
Executive Director
The Chief Executive Officer entered into a service agreement with the Geneva branch of Wizz Air Hungary
Ltd. (“WAHL”), effective as of 1 April 2010, subject to termination upon three months’ notice by either
party. WAHL also has the right to terminate Mr Váradi’s employment with immediate effect by
payment
lieu of notice. The service agreement contains post-termination restrictive covenants
preventing Mr Váradi from competing with WAHL or any of its business partners in the EU as well as those
non-EU countries where WAHL operates for a period of one year following the termination of his
employment. Mr Váradi will be paid a sum equal to six months’ base salary if WAHL chooses to enforce
these restrictive covenants. Upon termination of employment other than for cause, Mr Váradi is entitled to a
severance payment equal to six months’ salary.
in
Wizz Air Holdings Plc Annual report and accounts 2015
53
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Directors’ service agreement and letters of appointment continued
Non-Executive Directors
The Company entered into letters of appointment with each of its Non-Executive Directors on 4 June 2014,
which became effective on completion of the IPO for a term of three years. Each Non-Executive Director’s
appointment may be terminated by the Company or the Non-Executive Director with one month’s written
notice. Continuation of the appointment is contingent on continued satisfactory performance and re-election
at the Company’s annual general meetings and the appointment will terminate automatically on the
termination of the appointment by the Shareholders or, where Shareholder approval is required for the
appointment to continue, the withholding of approval by the Shareholders. Reappointment will be reviewed
annually.
The Non-Executive Directors receive a fee of €25,000 per annum, plus €2,500 for each full Board Meeting
attended. Simon Duffy, as chairman of the Audit Committee, will receive an additional fee of €18,750 per
annum for taking on that role. Guido Demuynck, as chairman of the Remuneration Committee, will receive an
additional fee of €12,500 per annum for taking on that role. Mr Franke, as Chairman, will receive an additional
fee of €25,000 per annum for taking on that role. The Non-Executive Directors will also be reimbursed for all
proper and reasonable expenses incurred in performing their duties.
In accordance with the terms of the letters of appointment described above, each of the Non-Executive
Directors is required to allocate sufficient time to discharge their responsibilities effectively. Each Letter of
Appointment contains obligations of confidentiality which have effect during the appointment and after
termination thereof.
Directors’ shareholdings
The Chief Executive Officer holds a significant shareholding in the Company, through a family trust and is
also eligible to participate in the Company’s long-term incentive plan.
Each of the Non-Executive Directors is also a Shareholder in the Company, following awards made under a
historic non-executive share scheme and/or the purchase of shares with the relevant Director’s own cash. No
new share plan awards have been made since July 2013 or will be made in the future under this historic share
scheme.
The Company therefore believes that the interests of the Directors are well aligned with those of the
Shareholders. Full details of the Directors’ and their connected persons’ interests in the Company’s shares as
at 31 March 2015 are set out below:
Directors and connected persons’ interests in shares - audited
direct
ownership
interests
Director
William A. Franke(1)
József Váradi(2)
Thierry de Preux
Guido Demuynck
Simon Duffy
Stephen L. Johnson
John Mc Mahon
John R. Wilson
(1) Mr Franke is deemed to be interested in all of the Ordinary Shares and Convertible Shares held by Indigo Hungary LP, Indigo
# of
Convertible
shares
6 815 383 48 830 503
-
2 385 000
-
-
-
-
-
-
-
-
-
-
-
-
# of Ordinary
Shares
82 917
10 500
66 384
5 250
5 250
52 750
14 750
59 083
Total ordinary
share interests
6,898,300
2 395 500
66 384
5 250
5 250
52 750
14 750
59 083
# of Ordinary
Shares
Maple Hill LP, Indigo Hungary Management LLC and Bigfork Partners LLC for the purposes of section 96B of the FSMA. Indigo
Hungary LP and Indigo Maple Hill LP hold also convertible notes that, subject to certain conditions, are convertible to Ordinary
Shares of the Company
(2)Mr Váradi is deemed to be interested in the Ordinary Shares held by his family trust companies. Mr Váradi family trust
company also holds 165,000 vested share options with an exercise price of €2.59 per share.
Wizz Air Holdings Plc Annual report and accounts 2015
54
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Long-term Incentive Plan
It is intended that awards will be made under the long-term incentive plan (“LTIP”) previously approved by
the Board, the entry into force of which was conditional upon completion of the IPO. The LTIP is intended to
attract, retain and motivate the Group’s senior management and to focus them on delivery of the Group’s
strategic and business objectives. Dilution under the LTIP is limited to 5 per cent. of the issued
Ordinary Share capital of the Company over any rolling ten-year period.
The LTIP is a discretionary performance share plan (structured as a nil-cost option). Under the LTIP the
Remuneration Committee has the discretion to, within certain limits and subject to certain performance
conditions as the Remuneration Committee may determine, grant to eligible employees nil-cost options
over Ordinary Shares (“Options”). No payment is required for the grant of an Option. Options are
granted as either “Performance Options” (whereby vesting of the Option is subject to pre-defined and
notified performance conditions being met during a specified performance period, which is no shorter
than three years from the date of grant) or “Restricted Options” (whereby the Option vests over time
without any performance conditions attached). The Chief Executive Officer and any other Executive Director
who may be appointed will only be eligible to receive Performance Options.
Options will vest at least three years from the grant of the Option depending on the length of the
performance period. Participants will have ten years from the date of grant to exercise an Option.
Vesting of performance options is subject to performance conditions being met over the performance
period, which is a minimum of three years from the date of grant. The performance conditions applicable to
performance options will be set by the Remuneration Committee at the beginning of each performance
period. The Remuneration Committee has set the following performance criteria for awards of Performance
Options to be made during the 2016 financial year:
a) relative total shareholder return (TSR) growth versus selected European airlines (50 per cent. weighting)
during the performance period; and
b) absolute fully diluted earnings per share (EPS) growth of the Company (50 per cent. weighting) during
the performance period.
The selected European airline peer group is to consist of the following entities: Ryanair, easyJet and Aer
Lingus (50 per cent. weighting); AirFrance / KLM, Air Berlin, Deutsche Lufthansa, Finnair, Flybe, IAG and SAS
(50 per cent. weighting).
At vesting, for the relative TSR performance measure, payout is to be 25 per cent. of the award for
performance equal to median performance, with a 100 per cent. payout for performance equal to or
exceeding upper quartile performance. There will be no payout for below median performance for either
TSR or EPS individually, and no more than 100 per cent. may be paid out in either category. Linear
interpolation will apply for performance between the median and upper quartile.
At vesting, for the absolute EPS growth performance measure, payout is to be 25 per cent. of the award for
threshold average annual EPS growth during the performance period with a 100 per cent. payout for
maximum average annual EPS growth during the performance period.
The Remuneration Committee will notify each participant of how many Option shares have vested at the
end of each performance period. The Remuneration Committee shall determine the impact, if any, of the
performance criteria on the vested Options and whether the performance outcome represents a fair
reflection of the Company’s underlying financial performance.
If a participant’s employment with the Group ceases before the end of the performance period any
vested (if not exercised) and unvested Options will normally lapse and be forfeited.
It is anticipated that the first awards under the LTIP will be made during the course of the 2016 financial year.
A number of options remain outstanding under the Company’s previous international employee share option
plan (ESOP). See details of this in Note 29 to the financial statements. Of the outstanding ESOP options as at
31 March 2015 the Chief Executive Officer held options for 165,000 shares. The Chief Executive Officer
received his last share option award under this plan in 2011.
The Non-Executive Directors have not received and do not hold share options.
Wizz Air Holdings Plc Annual report and accounts 2015
55
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Other disclosures
Total shareholder return
A performance graph that would show the Company’s total shareholder return compared to a selected
equity market index is not presented in this report due to the very short trading history of the Company’s
shares.
Change in the remuneration of the Chief Executive Officer compared to that of all employees
Salary & fees
Benefits*
Bonus
Total remuneration
* Benefits represented an insignificant part, approximately only 2%, of the employee pay in these two years.
2014
532 507 497 410
0
1 075 080 964 802
1 607 587 1 462 212
0
Chief Executive Officer
2015
Total
employees
Change
-3,2%
-27,7%
+9,0%
-2,7%
Change
+7,1%
N/A
+11.4%
+9.9%
Change in total employee remuneration compared to dividends and share buybacks
There were no dividends or share buybacks either in the 2015 financial year or the 2014 financial year. Total
employee remuneration changed from €47.3 million in the 2014 financial year to €55.6 million in the 2015
financial year (see Note 8 to the financial statements), being a 17.5% increase year or year.
Application of the remuneration policy in the 2016 financial year
a) Chief Executive Officer’s base salary
The Remuneration Committee requested Towers Watson to benchmark the remuneration of the Chief
Executive Officer and other members of senior management against the Company’s competitors. As a
result, the Remuneration Committee agreed to increase the Chief Executive Officer’s base salary from
current CHF 620,000 per annum to CHF 682,000 with effect from 1 June 2015.
b) Short-term Inventive Plan
The Chief Executive Officer is eligible to receive a cash bonus of up to 200% of base salary in respect of the
2016 financial year. The actual cash bonus received depends on the achievement of certain performance
criteria including profit after tax (67%), on-time performance (11%), cost per available seat kilometer (11%)
and personal evaluation (11%). The Remuneration Committee believe that the specified performance criteria
are sufficiently challenging compared to the Company’s business plan.
c) Long-term Incentive Plan
An award of performance shares of up to 250% of base salary may be made to the Chief Executive Officer.
The vesting profile of any such award is set out in the section headed “Long-term Incentive Plan” on page
55. The Long-term Incentive Plan will use the absolute fully diluted earnings per share (EPS) as the basis of
measurement. The performance measure will be the average annual EPS growth over the vesting period, as
determined by the Remuneration Committee. The relevant EPS growth levels will be:
Threshold: 14%; Target: 17%; Maximum:
20%.
On behalf of the board
Guy Demuynck
Chairman of the Remuneration Committee
26 May 2015
Wizz Air Holdings Plc Annual report and accounts 2015
56
GOVERNANCE
CORPORATE RESPONSIBILITY
Wizz Air is a successful company. We also consider ourselves to be a regional champion in the aviation
industry in our home markets. However, we recognise that financial performance is not all that it takes to be
successful. Wizz Air must also be a responsible company, where business is done ethically and with integrity.
We already have in place our Code of Ethics – The Wizz Way – which sets out how our business is run. But
being a responsible company goes further than just business and so we are developing a sustainability
strategy that will set out a framework for our sustainability endeavours and objectives to reach in the next
three years.
The sustainability strategy will be built upon three pillars: our people and how we interact with our
colleagues, passengers and communities in which we operate; the planet and how we manage our
environmental impact; and our focus, already mentioned, of making sure that conduct our business ethically.
We want our sustainability strategy not only to be achievable but also to contribute genuine value. Although
the strategy itself is being finalised, we are already implementing a number of initiatives which we believe
embody some of what we want to achieve, for example:
E
E
sponsorship of running events including the Skopje marathon and Budapest half-marathon, where we
not only engage with our communities but encourage participation of our colleagues by providing
travel, accommodation and entry to the events;
encourage team building amongst colleagues and ensure a genuine and unique WIZZ culture through
the organisation of an annual ski event attended by over 250 colleagues;
E personal development of our employees, through the introduction of talent assessment and
development programmes; and
E
the implementation of a large number of fuel-saving initiatives, driving down our emissions and carbon
footprint. The fuel consumption of the fleet, measured in tonnes per block hour, was 1.2 per cent. lower in
the 2015 financial year than a year before.
These initiatives are very much the start of what we aim to achieve. We want Wizz Air to be recognised not
only as a great airline to fly with, but also as a company that adds real value to its employees’ careers, the
communities in which we operate and with a real concern for its environment.
Wizz Air Holdings Plc Annual report and accounts 2015
57
GOVERNANCE
DIRECTORS’ REPORT
The Directors present their report and the audited consolidated financial statements for Wizz Air Holdings
plc (“the Company”) and its subsidiaries (“the Group”) for the year ended 31 March 2015.
Results and dividend
The results for the year are shown on page 71.
The Directors do not recommend the payment of a dividend (2014: nil).
Directors
The Directors of the Company who were in office during the year and up to the date of signing the financial
statements are listed below:
József Váradi
John R. Wilson
John McMahon
E
E William A. Franke
E
E Stephen L. Johnson
E
E Thierry de Preux
E Simon Duffy
E Guy Demuynck
E
E Heather Lawrence (retired on 3 October 2014)
John Tierney (retired on 6 August 2014)
Going concern
Wizz Air’s business activities, financial performance and financial position, together with factors likely to
affect its future development and performance, are described in the Strategic Report on pages 4 to 27.
Principal risks and uncertainties facing the Group are described on pages 28 to 30. Note 3 to the accounts
sets out the Group’s objectives, policies and procedures for managing its capital and provides details of the
risks related to financial instruments held by the Group.
At 31 March 2015, the Group held cash and cash equivalents of €448.6 million while net current liabilities
were €184.2 million. Other than convertible debt with a balance of €27.0 million the Group has no significant
external borrowings.
The Directors have reviewed financial forecasts including plans to finance future aircraft deliveries. After
making enquiries, the Directors have satisfied themselves that the Group will be able to operate within the
level of its liquid resources for the foreseeable future. Accordingly, they continue to adopt the going concern
basis in preparing these financial statements.
Disclosure of information to auditors
The Directors at the date of approval of the financial statements confirmed that, so far as they are aware,
there is no relevant audit information of which the Company's auditors are unaware, and they have taken all
the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit
information and to establish that the Company's auditors are aware of that information.
Independent auditors
A resolution for the appointment of the auditors of the Company for the financial year ending 31 March 2016
is to be proposed by the Directors at the forthcoming annual general meeting
Indemnities
Wizz Air maintains directors’ and officers’ liability insurance. This insurance covers any claim that may be
brought against the Directors in the exercise of their duties. Wizz Air has also provided customary third
party indemnities to its Directors, to the extent permitted under Jersey law.
Wizz Air Holdings Plc Annual report and accounts 2015
58
GOVERNANCE
DIRECTORS’ REPORT CONTINUED
Political donation and expenditure
Wizz Air works constructively with all levels of government across its network, regardless of political
affiliation. Wizz Air believes in the right of individuals to engage in the democratic process, however Wizz Air
itself does not make any political donations and does not incur any political expenditure.
Capital structure
As at 31 March 2015, the Company had 52,280,115 Ordinary Shares of £0.0001 each in issue, each with one
vote, and 48,830,503 convertible shares, which do not entitle the holder to voting rights save in very limited
circumstances. There were no shares held in treasury at that date. The rights and obligations attaching to the
Company’s shares are set out in the articles of association. Holders of Ordinary Shares have the following
rights:
a) subject to any rights or restrictions as to voting attached to any Ordinary Shares, on a show of hands,
each Shareholder present in person shall have one vote, and on a poll each Shareholder present in
person or by proxy shall have one vote for every Ordinary Share of which he is the holder;
b) a certificated share may be transferred by means of an instrument in writing, either by the usual transfer
form or in any other form that the Board approves, signed by or on behalf of the person transferring the
Ordinary Shares and, unless the ordinary shares are fully paid, by or on behalf of the person acquiring the
Ordinary Shares. Ordinary Shares in uncertificated form may be transferred by means of the relevant
system;
c) the right to receive dividends on a pari passu basis; and
d) on a winding-up, the liquidator may divide amongst the members in specie the whole or any part of the
assets of the Company.
During the 2015 financial year 13,358,107 new Ordinary Shares were allotted for cash, all on a non pre-
emptive basis. Of these:
a) 3,150,707 Ordinary Shares were allotted to certain employees (including the Chief Executive Officer and
other Officers) on the exercise of share options. The terms of issue were fixed on 22 December 2014,
prior to the listing of the Company’s Ordinary Shares.
b) 612,080 Ordinary Shares were allotted pursuant to the exercise of share options in connection with the
IPO. The terms of issue were fixed on 24 February 2014, prior to listing of the Company’s Ordinary
Shares.
c) 9,578,820 Ordinary Shares were allotted to investors in the IPO. The terms of issue were fixed on 24
February 2014, prior to listing of the Company’s Ordinary Shares.
d) 16,500 Ordinary Shares were allotted pursuant to the exercise of share options since the IPO. The terms
of issue were fixed on 13 March 2015 and the closing price of the Company’s Ordinary Shares on that
date was £13.27.
The aggregate nominal value of the Ordinary Shares allotted for cash in the 2015 financial year was £1,336.
The aggregate cash consideration received by the Company for the allotment of the Ordinary Shares was
£113.2 million.
In addition, the Company allotted:
a) 30,181,540 further Ordinary Shares to Indigo and other debtholders following the conversion of certain
convertible loans and notes in connection with the IPO.
b) 48,830,503 Convertible Shares to Indigo following the conversion of certain convertible loans and notes
in connection with the IPO.
The aggregate nominal value of all Ordinary Shares allotted in the 2015 financial year was £4,354 and the
aggregate nominal value of Convertible Shares allotted was £4,883.
Wizz Air Holdings Plc Annual report and accounts 2015
59
GOVERNANCE
DIRECTORS’ REPORT CONTINUED
Information required by Listing Rule LR 9.8.4C
In compliance with Listing Rule 9.8.4C, the Company discloses the following information:
Listing Rule
9.8.4(1)
9.8.4(2)
Information required
Interest capitalised by the Group
Unaudited financial information as required (LR 9.2.18)
9.8.4(4)
Long-term incentive plans (LR 9.4.3)
9.8.4(5)
9.8.4(6)
9.8.4(7)
Director’s waivers of emoluments
Director’s waivers of future emoluments
Non pro-rata allotments of equity for cash (the Company)
Relevant disclosure
N//A
Unaudited financial
information was
published by the
Group in its
Prospectus dated
25 February 2015,
See Note 39. There
have been no changes
to the unaudited
information previously
published.
See Directors’
Remuneration Report
N/A
N/A
See paragraph headed
“Capital Structure” in
this Report
9.8.4(8)
9.8.4(10)
9.8.4(11)
9.8.4(12)
9.8.4(13)
9.8.4(14)
Non pro-rata allotments of equity for cash (major subsidiaries) N/A
N/A
Contracts of significance involving a director
N/A
Contracts of significance involving a controlling shareholder
N/A
Waivers of dividends
N/A
Waivers of future dividends
See Corporate
Agreement with a controlling shareholder (LR 92.2.AR(2)(a))
Governance Report
For and on behalf of the board
József Váradi
Chief Executive Officer
26 May 2015
Wizz Air Holdings Plc Annual report and accounts 2015
60
GOVERNANCE
COMPANY INFORMATION
Registered number
103356
Registered office
44 The Esplanade
St Helier
Jersey
JE4 9WG
Secretary
Elian Corporate Services (Jersey) Limited;
44 The Esplanade
St Helier
Jersey
JE4 9WG
Independent auditors
PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors
1 Embankment Place
London
WC2N 6RH
United Kingdom
Principal bankers
Citibank
Citigroup Centre
25 Canada Square
Canary Wharf
London
E14 5LB
Principal solicitors
Denton UKMEA LLP
One Fleet Place
London
EC4M 7WS
United Kingdom
Share registrar
Computershare Investor Services (Jersey) Limited
Queensway House
Hilgrove Street
St Helier
JE1 1ES
Jersey
Wizz Air Holdings Plc Annual report and accounts 2015
61
GOVERNANCE
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the annual report and the financial statements in accordance
with applicable law and regulations.
The Companies (Jersey) Law 1991 requires the Directors to prepare financial statements for each financial
year. Under that law the Directors have prepared the Group financial statements in accordance with
International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law
the Directors must not approve the financial statements unless they are satisfied that they give a true and
fair view of the state of affairs of 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;
E
E make judgments and accounting estimates that are reasonable and prudent;
E
state whether applicable IFRSs as adopted by the European Union have been followed, subject to any
material departures disclosed and explained in the financial statements; and
E prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position
of the Company and the Group and enable them to ensure that the financial statements comply with the
Companies (Jersey) Law 1991 and the Directors’ Remuneration Report complies with the Companies Act
2006. 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 Company’s website. Legislation in
Jersey and the United Kingdom governing the preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
The Directors consider that the annual report and accounts, taken as a whole, is fair, balanced and
understandable and provides the information necessary for Shareholders to assess the Company’s position
and performance, business model and strategy.
Each of the Directors, whose names and functions are listed on page 36 confirm that, to the best of their
knowledge:
E
E
the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the
EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and
the Strategic Report contained in the annual report includes a fair review of the development and
performance of the business and the position of the Group, together with a description of the principal
risks and uncertainties that it faces.
On behalf of the Board
József Váradi
Director
26 May 2015
Wizz Air Holdings Plc Annual report and accounts 2015
62
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF
WIZZ AIR HOLDINGS PLC
Report on the group financial statements
Our opinion
In our opinion, Wizz Air Holdings plc’s group financial statements (the “financial statements”):
E give a true and fair view of the state of the group’s affairs as at 31 March 2015 and of its profit and cash
flows for the year then ended;
E have been properly prepared in accordance with International Financial Reporting Standards (“IFRSs”)
as adopted by the European Union; and
E have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
What we have audited
Wizz Air Holdings plc’s financial statements comprise:
E
E
E
E
E
the Consolidated statement of financial position as at 31 March 2015;
the Consolidated statement of comprehensive income for the year then ended;
the Consolidated statement of cash flows for the year then ended;
the Consolidated statement of changes in equity for the year then ended; and
the notes to the financial statements, which include a summary of significant accounting policies and
other explanatory information.
Certain required disclosures have been presented elsewhere in the Annual report and accounts (the “Annual
Report”), rather than in the notes to the financial statements. These are cross-referenced from the financial
statements and are identified as audited.
The financial reporting framework that has been applied in the preparation of the financial statements is
applicable law and IFRSs as adopted by the European Union.
Our audit approach
Overview
Materiality
E Overall group materiality: €9.6m which represents 5% of profit before tax.
Audit scope
E During the period, the Group operated through the Company and its two
trading subsidiaries: Wizz Air Hungary and Wizz Air Ukraine. The Group
financial statements are a consolidation of these entities and a number of
insignificant intermediate holding companies.
E The accounting for these entities and the Group consolidation is largely
centralised in Hungary.
E Our audit scope comprised an audit of the Company and the complete
financial information of Wizz Air Hungary, being the only significant
component.
Areas of focus
E Aircraft maintenance provisioning.
E Hedge and derivative accounting.
E Net presentation of government taxes and other similar levies.
E Accounting for the Group’s initial public offering (IPO).
E Accounting for the closure of Wizz Air Ukraine.
Wizz Air Holdings Plc Annual report and accounts 2015
63
INDEPENDENT AUDITORS’ REPORT CONTINUED
Report on the group financial statements continued
Our audit approach continued
The scope of our audit and our areas of focus
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) (“ISAs (UK
& Ireland)”).
We designed our audit by determining materiality and assessing the risks of material misstatement in the
financial statements. In particular, we looked at where the directors made subjective judgements, for
example in respect of significant accounting estimates that involved making assumptions and considering
future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management
override of internal controls, including evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.
The risks of material misstatement that had the greatest effect on our audit, including the allocation of our
resources and effort, are identified as “areas of focus” in the table below. We have also set out how we
tailored our audit to address these specific areas in order to provide an opinion on the financial statements
as a whole, and any comments we make on the results of our procedures should be read in this context. This
is not a complete list of all risks identified by our audit.
How our audit addressed the area of focus
We evaluated the integrity of the maintenance
provision system (MPS) and tested the calculations
therein. This included assessing the process by which
the variable factors within the provision were
estimated, evaluating the reasonableness of the
assumptions, testing the input data and reperforming
calculations.
In particular, we read new or amended aircraft lease
input data.
contracts and validated the MPS
Specifically, we compared the cost assumptions in
MPS to recent invoices, inspected future flight
schedules and approved maintenance plans as well
as validating current flight hours and flight cycles to
non-financial data sources. We also performed
sensitivity analysis around the key assumptions, such
as
the
future estimated overhaul costs and
anticipated number of flight hours and cycles
between maintenance events.
We found no significant issues in the MPS input data
or the calculated maintenance assets and provisions.
The MPS outputs were agreed to the amounts
presented in the financial statements.
The basis for these calculations was found to be
consistent with prior periods and in line with the
detailed accounting policy set on pages 84 to 85.
Area of focus
Aircraft maintenance provisioning
The Group operates aircraft which are held under
operating lease arrangements and incurs liabilities
for maintenance during the term of the lease. These
arise from legal and contractual obligations relating
to the condition of the aircraft when it is returned
to the lessor.
Maintenance provisions of €50.6 million for aircraft
maintenance costs in respect of operating leased
aircraft are recorded in the financial statements at
31 March 2015 (refer to note 30 to the financial
statements).
For aircraft held under operating lease agreements,
the Group is contractually committed to either
return the aircraft in a certain condition or to
compensate the
lessor based on the actual
condition of the aircraft and its major components
upon return.
Provision is made for the minimum unavoidable
costs of specific future obligations created by the
lease at the time when such obligation becomes
certain. This
is when the respective aircraft
component no longer meets the lease re-delivery
conditions.
At each balance sheet date, the calculation of the
maintenance provision
includes a number of
variable factors and assumptions including: likely
utilisation of the aircraft; the expected cost of the
heavy maintenance check and the time it is
expected to occur; the condition of the aircraft; and
the lifespan of life-limited parts.
We focused on this area because of an inherent
level of management
in
calculating the amount of provision needed as a
result of the complex and subjective elements
around these variable factors and assumptions.
judgement required
Wizz Air Holdings Plc Annual report and accounts 2015
64
INDEPENDENT AUDITORS’ REPORT CONTINUED
Report on the group financial statements continued
Our audit approach continued
The scope of our audit and our areas of focus continued
Area of focus
How our audit addressed the area of focus
Hedge and derivative accounting
The Group uses derivative financial instruments
(options)
currency
(comprising fuel, leasing and maintenance US dollar
payments) and jet fuel price risks.
transaction
hedge
to
At 31 March 2015, derivative financial assets
amounted to €60.7 million and derivative financial
liabilities were €81.7 million. Further details are set
out in notes 3, 21 and 31 to the financial statements.
level of manual
We focused on these balances because of their
materiality to the financial position of the Group,
the
involvement required to
monitor open, closed and settled derivatives and
the complexity of the requirements in order to
apply hedge accounting (e.g. timely tailored
documentation, including details of how hedge
effectiveness is monitored both prospectively and
retrospectively).
Net presentation of government taxes and other
similar levies
The Group assesses all charges levied by airports
and government authorities to ensure that any
amounts recovered from passengers in respect of
these charges are appropriately classified within the
income statement. The Group’s accounting policy
stipulates that where charges levied by airports or
government authorities on a per passenger basis
represent a tax in fact or substance, such amounts
are presented on a net basis in the consolidated
income statement (revenue and airport, handling
and en-route charges lines).
Given the variability of these charges and the
number of airports and jurisdictions within which
the Group operates, the assessment of whether
is an
these
inherently more complex area, requiring a level of
judgement.
items constitute taxes
in nature
We evaluated the processes, procedures and
controls in respect of the Group’s treasury and other
management functions which directly impact the
relevant account balances and transactions. We
tested management’s
account
reconciliation process, including cut-off procedures.
The results of this work allowed us to focus on
substantiating the year-end positions recorded in the
financial statements.
year
end
We independently obtained direct confirmations
from each of the counterparties to test the cut-off at
the year end. We assessed the appropriateness of
hedge accounting
financial
instruments and tested, using independent data-
feeds, the fair values being ascribed to those
instruments at the year end.
the derivative
for
We also assessed the appropriateness of the
disclosures in the financial statements in respect of
derivative financial instruments.
We did not identify any significant issues with the
measurement or presentation of
the Group’s
derivative financial instruments. Adequate hedge
documentation was found to be in place to support
the adopted accounting.
We read significant new or amended airport
contracts to validate that only tax or tax-like items
had been netted within the income statement.
In addition, we analysed the costs per passenger,
investigating significant variances from prior years to
check that the accounting was in line with the
Group’s accounting policy.
Our work did not identify any inappropriately netted
amounts within revenue or airport, handling and en-
route charges financial statement line items. We
found that the treatment adopted is therefore
consistent with the criteria set out in the Group’s
accounting policy.
Wizz Air Holdings Plc Annual report and accounts 2015
65
INDEPENDENT AUDITORS’ REPORT CONTINUED
Report on the group financial statements continued
Our audit approach continued
The scope of our audit and our areas of focus continued
Area of focus
Accounting for the Group’s initial public offering
(IPO)
The admission of the Group’s ordinary share capital
to the premium listing segment of the Official List
of the UK Financial Conduct Authority and to
trading on the London Stock Exchange’s main
market for listed securities in March 2015 triggered
a series of one-off material transactions in respect
of:
E
E
E
the conversion of a portion of the Group’s
existing debt into equity;
recording the IPO proceeds and associated
transaction expenses;
share options, conditional upon the IPO, being
exercised; and
E where applicable, taxes associated with each of
these items.
These accounting matters are either complex or
highly material in nature, representing areas of
focus for our audit.
Further details can be found in notes 25, 28 and 29
to the financial statements.
Accounting for the closure of Wizz Air Ukraine
On 26 March 2015, the Group announced further
restructuring of the Group's operations in Ukraine
which will see the Group's Ukrainian subsidiary,
Wizz Air Ukraine Airlines LLC ("Wizz Air Ukraine"),
cease to operate.
This announcement resulted
in a number of
accounting considerations, both in terms of closure
costs and the recycling of foreign exchange gains
held in equity within the cumulated translation
adjustment reserve into the income statement. Due
to their nature and magnitude these items have
been classified as exceptional items on the face of
the income statement.
As exceptional items and other categories are
excluded from underlying profit the nature and
consistency of classification of these items is
important in understanding the result for the year
and is a matter of judgement.
How our audit addressed the area of focus
In respect of the convertible debt, our work focussed
on reading the Board minutes and debt agreements
in place, as well as evaluating management’s
assessment of whether the extension and other
changes in the convertible notes represented a
modification or extinguishment of the pre-existing
convertible debt. We concur with management’s
view that this is a modification in nature.
We agreed a sample of the largest transaction costs
to invoices and considered the classification of the
items between the income statement and share
premium accounts. We found that, in line with IFRSs,
only those costs associated with the new shares had
been allocated to equity.
Upon the completion of the IPO, a large number of
pre-existing share options vested, a portion of which
have now been exercised. We examined a sample of
the
employee
settlement of consideration to the Group’s bank
statements, noting no significant issues.
correspondence
agreed
and
Where material, we assessed the tax implications of
the transactions, liaising with our colleagues in
Switzerland (where the Group is tax resident) and
Hungary. We found that significant taxes had been
reasonably calculated and classified within the
financial statements.
Our work did not identify any significant issues in
respect of the IPO related accounting matters. The
measurement and presentation of the related items
was found to be in accordance with the relevant
IFRSs.
Management prepared a schedule of all significant
contracts and commitments in respect of Wizz Air
Ukraine, assessing each to determine the extent of
any unavoidable costs requiring provision. We
challenged the completeness of this schedule by
reference to the cost base of the business, our
its operations and other
understanding of
information obtained during the course of our audit,
such as Board minutes. We did not identify any
significant unprovided exposure, and found that the
costs met the criteria for classification as exceptional.
We examined management’s calculation of the
current year translation adjustment as well as the
classification of
transferred amount as
exceptional within the income statement, noting no
significant issues.
the
Wizz Air Holdings Plc Annual report and accounts 2015
66
INDEPENDENT AUDITORS’ REPORT CONTINUED
Report on the group financial statements continued
Our audit approach continued
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion
on the financial statements as a whole, taking into account the geographic structure of the group, the
accounting processes and controls, and the industry in which the group operates.
During the period, the Group operated through the Company and its two trading subsidiaries: Wizz Air
Hungary and Wizz Air Ukraine. The Group financial statements are a consolidation of these entities and a
number of insignificant intermediate holding companies. The accounting for these entities and the Group
consolidation is centralised in Hungary where we instructed PwC Hungary to perform work on our behalf.
Our audit scope comprised an audit of the Company and the complete financial information of Wizz Air
Hungary, being the only significant component.
Other than revenue and maintenance provisions, which are accounted for and audited centrally in Hungary,
we performed risk assessment analytics in respect of Wizz Air Ukraine, reflecting the relatively small size of
this reporting unit.
The Group audit team visited the Hungarian component team three times during the audit cycle. These visits
involved discussing the audit approach, areas of focus and issues arising from our work, as well as meeting
local management. In addition, the Group team attended the local clearance meeting and all Audit
Committee meetings, either in person or via call. This, together with additional procedures performed at the
Group level such as consolidation testing and considering financial statement disclosures, gave us the
evidence we required for our opinion on the Group financial statements as a whole.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope
of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of
misstatements, both individually and on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as
follows:
Overall group materiality
€9.6m (2014: €4.4m).
How we determined it
5% of profit before tax.
Rationale for benchmark applied Consistent with the prior year, we applied this benchmark, a generally
accepted auditing practice, in the absence of indicators that an
alternative benchmark would be appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our
audit above €0.4m (2014: €0.2m) as well as misstatements below that amount that, in our view, warranted
reporting for qualitative reasons.
Going concern
The Directors have voluntarily complied with Listing Rule 9.8.6R(3) of the UK Financial Conduct Authority
and provided a statement in relation to going concern, set out in the Directors’ report, required for UK
registered companies with a premium listing on the London Stock Exchange.
The Directors have requested that we review the statement on going concern as if the Group were a
premium listed UK registered company. We have nothing to report having performed our review.
As noted in the directors’ statement, the directors have concluded that it is appropriate to prepare the
financial statements using the going concern basis of accounting. The going concern basis presumes that the
group has adequate resources to remain in operation, and that the directors intend it to do so, for at least
one year from the date the financial statements were signed. As part of our audit we have concluded that
the directors’ use of the going concern basis is appropriate.
However, because not all future events or conditions can be predicted, these statements are not a guarantee
as to the group’s ability to continue as a going concern.
Wizz Air Holdings Plc Annual report and accounts 2015
67
INDEPENDENT AUDITORS’ REPORT CONTINUED
Other required reporting
Consistency of other information
ISAs (UK & Ireland) reporting
Under ISAs (UK & Ireland) we are required to report to you if, in our opinion:
E
information in the Annual Report is:
• materially inconsistent with the information in the audited financial
statements; or
•
apparently materially incorrect based on, or materially inconsistent with, our
knowledge of the group acquired in the course of performing our audit; or
• otherwise misleading.
E
E
the statement given by the directors on page 62, in accordance with provision
C.1.1 of the UK Corporate Governance Code (“the Code”), that they consider the
Annual Report taken as a whole to be fair, balanced and understandable and
provides the information necessary for members to assess the group’s
performance, business model and strategy is materially inconsistent with our
knowledge of the group acquired in the course of performing our audit.
the section of the Annual Report on pages 44 to 45, as required by provision
C.3.8 of the Code, describing the work of the Audit Committee does not
appropriately addresses matters communicated by us to the Audit Committee.
We have no
exceptions to
report arising from
this responsibility.
We have no
exceptions to
report arising from
this responsibility.
We have no
exceptions to
report arising from
this responsibility.
Adequacy of information and explanations received
Under the Companies (Jersey) Law 1991 we are required to report to you if, in our opinion, we have not
received all the information and explanations we require for our audit. We have no exceptions to report
arising from this responsibility.
Corporate Governance Statement
Under the Listing Rules, we are required to review the part of the Corporate Governance Statement relating
to the company’s compliance with ten provisions of the UK Corporate Governance Code. We have nothing
to report having performed our review.
Other voluntary reporting
Opinions on additional disclosures
Directors’ remuneration report
The Company voluntarily prepares a Directors’ remuneration report in accordance with the provisions of the
United Kingdom Companies Act 2006. The Directors have requested that we audit the part of the Directors’
remuneration report specified by the United Kingdom Companies Act 2006.
In our opinion the part of the Directors’ remuneration report to be audited has been properly prepared in
accordance with the United Kingdom Companies Act 2006.
Corporate Governance Statement
The company prepares a Corporate Governance Statement that includes the information with respect to
internal control and risk management systems and about share capital structures required by the Disclosure
Rules and Transparency Rules of the Financial Conduct Authority. The directors have requested that we
report on the consistency of that information with the financial statements.
In our opinion, the information given in the Corporate Governance Statement set out on page 44 with
respect to internal control and risk management systems and in the Directors’ Report on page on page 59
about share capital structures is consistent with the financial statements.
Opinion on other matters
In our opinion, the information given in the Strategic report and the Directors’ Report for the financial year
for which the financial statements are prepared is consistent with the financial statements.
Wizz Air Holdings Plc Annual report and accounts 2015
68
INDEPENDENT AUDITORS’ REPORT CONTINUED
Responsibilities for the financial statements and the audit
Our responsibilities and those of the directors
As explained more fully in the Statement of the directors’ responsibilities set out on page 62, the directors
are responsible for the preparation of the financial statements and for being satisfied that they give a true
and fair view.
Our responsibility is to audit and express an opinion on the financial statements in accordance with
applicable law and ISAs (UK & Ireland). Those standards require us to comply with the Auditing Practices
Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the company’s members as a body in
accordance with Article 113A of the Companies (Jersey) Law 1991 and for no other purpose. We do not, in
giving these opinions, 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.
What an audit of financial statements involves
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient
to give reasonable assurance that the financial statements are free from material misstatement, whether
caused by fraud or error. This includes an assessment of:
E whether the accounting policies are appropriate to the group’s circumstances and have been
consistently applied and adequately disclosed;
E
E
the reasonableness of significant accounting estimates made by the directors; and
the overall presentation of the financial statements.
We primarily focus our work in these areas by assessing the directors’ judgements against available
evidence, forming our own judgements, and evaluating the disclosures in the financial statements.
We test and examine information, using sampling and other auditing techniques, to the extent we consider
necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through
testing the effectiveness of controls, substantive procedures or a combination of both.
In addition, we read all the financial and non-financial information in the Annual Report to identify material
inconsistencies with the audited financial statements and to identify any information that is apparently
materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of
performing the audit. If we become aware of any apparent material misstatements or inconsistencies we
consider the implications for our report.
David Snell
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Recognized Auditors
London
26 May 2015
Wizz Air Holdings Plc Annual report and accounts 2015
69
ACCOUNTS
AND OTHER
INFORMATION
Wizz Air Holdings Plc Annual report and accounts 2015
70
ACCOUNTS AND OTHER INFORMATION
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2015
Note
6
6
6
7
10
11
11
11
10
12
Continuing operations
Passenger ticket revenue
Ancillary revenue
Total revenue
Staff costs
Fuel costs
Distribution and marketing
Maintenance materials and repairs
Aircraft rentals
Airport, handling and en-route charges
Depreciation and amortisation
Other expenses
Total operating expenses
Operating profit
Comprising
– operating profit excluding exceptional
items
– exceptional operating (expense)/income
Financial income
Financial expenses
Net foreign exchange gain/(loss)
Net exceptional financial income
Net financing income/(expense)
Profit before income tax
Income tax expense
Profit for the year
Other comprehensive (expense)/income –
items that may be subsequently reclassified
to profit or loss:
Net movements in cash flow hedging
reserve, net of tax
Currency translation differences
Other comprehensive (expense)/income for
the year, net of tax
Total comprehensive income for the year
Earnings per share (Euro/share)
Diluted earnings per share (Euro/share)
13
13
2015
€ million
793.8
433.5
1,227.3
(83.4)
(396.6)
(18.8)
(62.0)
(137.1)
(297.7)
(33.9)
(30.5)
(1,060.0)
167.3
170.1
(2.8)
1.8
(5.6)
16.2
12.0
24.4
191.7
(8.5)
183.2
(43.0)
(8.7)
(51.7)
131.5
14.43
6.91
2014
€ million
(restated – see Note 5)
658.7
353.1
1,011.8
(68.3)
(360.6)
(10.9)
(48.4)
(112.4)
(250.4)
(25.4)
(25.6)
(902.0)
109.8
103.5
6.3
0.4
(7.8)
(7.0)
-
(14.4)
95.4
(7.7)
87.7
(7.3)
8.2
0.9
88.6
10.04
5.21
Wizz Air Holdings Plc Annual report and accounts 2015
71
ACCOUNTS AND OTHER INFORMATION
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 March 2015
Note
2015
€ million
2014
€ million
(restated –
see Note 5)
2013
€ million
(restated –
see Note 5)
ASSETS
Non-current assets
Property, plant and equipment
Intangible assets
Restricted cash
Deferred tax assets
Deferred interest
Derivative financial instruments
Trade and other receivables
Total non-current assets
Current assets
Inventories
Trade and other receivables
Financial assets available for sale
Derivative financial instruments
Current tax receivables
Deferred interest
Restricted cash
Cash and cash equivalents
Total current assets
Total assets
EQUITY AND LIABILITIES
Equity attributable to owners of the parent
Share capital
Share premium
Reorganisation reserve
Equity part of convertible debt
Cash flow hedging reserve
Cumulated translation adjustments
Retained earnings
Total equity
Non-current liabilities
Borrowings
Convertible debt
Deferred income
Deferred tax liabilities
Derivative financial instruments
Provisions for other liabilities and charges
Total non-current liabilities
Current liabilities
Trade and other payables
Current tax liabilities
Borrowings
Convertible debt
Derivative financial instruments
Deferred income
Provisions for other liabilities and charges
Total current liabilities
Total liabilities
Total equity and liabilities
14
15
23
16
22
21
19
18
19
20
21
22
23
29
29
29
29
29
29
24
25
27
16
21
30
26
24
25
21
27
30
247.1
3.2
70.4
0.7
7.7
22.1
80.3
431.5
8.8
87.6
1.0
38.6
-
1.2
3.2
448.6
589.0
1,020.5
-
375.4
(193.0)
8.3
(46.1)
-
315.3
459.9
3.8
27.0
74.2
4.1
1.8
44.9
155.8
123.9
4.1
0.4
0.3
79.9
188.7
7.5
404.8
560.6
1,020.5
221.8
3.0
38.6
-
7.3
0.1
50.1
320.9
6.1
66.4
1.0
0.3
-
1.1
3.8
185.6
264.3
585.2
-
207.1
(193.0)
11.1
(3.1)
8.7
129.1
159.9
4.2
-
53.7
2.8
0.2
18.9
79.8
120.7
1.0
16.0
43.2
3.3
152.6
8.7
345.5
425.3
585.2
156.7
2.4
44.4
-
7.4
-
58.1
269.0
5.4
70.9
-
2.7
0.1
1.0
4.4
103.5
188.0
457.0
-
207.1
(193.0)
11.1
4.2
0.5
41.3
71.2
2.6
39.9
42.6
2.5
-
30.4
118.0
114.5
-
20.8
0.5
0.6
115.5
15.9
267.8
385.8
457.0
The accounts on pages 71 to 114 were approved by the Board of Directors and authorised for issue on
26 May 2015 and were signed on behalf of the Board.
József Váradi
Chief Executive Officer
Wizz Air Holdings Plc Annual report and accounts 2015
72
ACCOUNTS AND OTHER INFORMATION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
At 31 March 2015
Share
capital
Share
premium
Reorganisation
reserve
€ million
29
-
€ million
29
207.1
€ million
29
(193.0)
Equity part
of
convertible
debt
€ million
Cash flow
hedging
reserve
Cumulated
translation
adjustments
Retained
earnings
Total
equity
€ million
€ million
€ million
€ million
11.1
(3.1)
8.7
129.1
159.9
-
-
-
-
-
-
149.1
19.2
-
168.3
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2.8)
-
(2.8)
-
-
-
-
-
-
-
-
-
-
-
-
(43.0)
-
-
-
-
5.8
183.2
183.2
-
-
(43.0)
5.8
(14.5)
-
(14.5)
(43.0)
(8.7)
-
(51.7)
(43.0)
(8.7)
183.2
131.5
-
-
-
-
-
-
-
-
-
-
149.1
2.8
0.2
19.2
0.2
3.0
168.5
315.3
459.9
375.4
(193.0)
8.3
(46.1)
Note
Balance at 1 April 2014
Comprehensive income
Profit for the year
Other comprehensive
income
Hedging reserve
Currency translation
differences
Recycling of currency
translation difference on
closure of the subsidiary
operation
Total other
comprehensive income
Total comprehensive
income for the year
Transactions with
owners
Proceeds from share
issued on IPO
Convertible debt
conversion
Share based payment
charge
Total transactions with
owners
Balance at 31 March
2015
Wizz Air Holdings Plc Annual report and accounts 2015
73
ACCOUNTS AND OTHER INFORMATION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONTINUED
Restated – see Note 5
Share
capital
Share
premium
Reorganisation
reserve
€ million
29
-
€ million
29
207.1
€ million
29
(193.0)
Equity part
of
convertible
debt
€ million
Cash flow
hedging
reserve
Cumulated
translation
adjustments
Retained
earnings
Total
equity
€ million
€ million
€ million
€ million
11.1
4.2
0.5
41.3
71.2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(7.3)
-
(7.3)
-
-
8.2
8.2
87.7
87.7
-
-
-
(7.3)
8.2
0.9
(7.3)
8.2
87.7
88.6
-
-
-
-
0.1
0.1
0.1
0.1
207.1
(193.0)
11.1
(3.1)
8.7
129.1
159.9
Note
Balance at 1 April 2013
Comprehensive income
Profit for the year
Other comprehensive
income
Hedging reserve
Currency translation
differences
Total other
comprehensive income
Total comprehensive
income for the year
Transactions with
owners
Share based payment
charge
Total transactions with
owners
Balance at 31 March
2014
Wizz Air Holdings Plc Annual report and accounts 2015
74
ACCOUNTS AND OTHER INFORMATION
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 March 2015
2015
€ million
2014
€ million
(restated - see Note 5)
Cash flows from operating activities
Profit before tax
Adjustments for:
Depreciation
Amortisation
Financial income
Financial expense
Share based payment charges
Changes in working capital (excluding the effects of
exchange differences on consolidation)
(Increase)/decrease in trade and other receivables
(Increase)/decrease in restricted cash
Increase in derivatives
(Increase)/decrease in deferred interest
Increase in inventory
Increase in provisions
Increase in trade and other payables
Increase in deferred income
Cash generated by operating activities before tax
Comprising
– cash flow excluding exceptional item
– exceptional item
Income tax paid
Net cash generated by operating activities
Cash flows from investing activities
Purchase of aircraft maintenance assets
Purchase of available for sale financial asset
Purchases of tangible and intangible assets
Advances paid for aircraft
Refund of advances paid for aircraft
Interest received
Net cash used in investing activities
Cash flows from financing activities
Proceeds from the issue of share capital
Interest paid
Commercial loan repaid
Net cash generated from/(used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effect of exchange rate fluctuations on cash and cash
equivalents
Cash and cash equivalents at the end of the year
14
15
9
10
191.7
32.5
1.4
(44.2)
8.1
0.2
189.7
(35.9)
(24.4)
(25.9)
(0.3)
(2.6)
1.0
17.5
59.1
178.2
177.2
1.0
(4.2)
174.0
(36.3)
-
(7.3)
(74.6)
68.2
0.2
(49.8)
149.1
(3.7)
(6.1)
139.3
263.5
185.6
(0.5)
448.6
95.4
24.2
1.2
(0.4)
12.9
0.1
133.4
5.3
6.5
-
-
(0.9)
0.1
7.8
50.5
202.7
197.4
5.3
(6.3)
196.4
(54.9)
(1.0)
(6.5)
(72.6)
40.8
0.2
(94.0)
-
(4.3)
(14.9)
(19.2)
83.2
103.5
(1.1)
185.6
Wizz Air Holdings Plc Annual report and accounts 2015
75
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
1. General information
Wizz Air Holdings plc (“the Company”) is a limited liability company incorporated in Jersey under the
address 44 The Esplanade, St Helier, Jersey JE4 9WG. The Company is managed from Switzerland. The
Company and its subsidiaries (together referred to as “the Group” or “Wizz Air”) provide low-cost, low-fare
passenger air transportation services on scheduled short-haul and medium-haul point-to-point routes across
Europe and the Middle East.
2. Accounting policies
The principal accounting policies applied in the presentation of these consolidated financial statements are
set out below.
Basis of preparation
These consolidated financial statements consolidate those of the Company and its subsidiaries. The
consolidated financial statements have been prepared and approved by the directors in accordance with
International Financial Reporting Standards as adopted by the EU (“Adopted IFRSs” and IFRS IC
interpretations).
Based on the exemption provided in Article 105 (11) of the Companies (Jersey) Law 1991 the Company does
not present its individual financial statements and related notes.
The financial statements are presented in Euros which is the functional currency of all companies in the
Group with the exception of Dnieper Aviation LLC and Wizz Air Ukraine Airlines LLC for which the functional
currency is the Ukrainian Hryvnia (national currency of Ukraine).
The consolidated financial statements have been prepared under the historical cost convention, as modified
by the revaluation of available-for-sale financial assets, and financial assets and financial liabilities (including
derivative instruments) at fair value through profit or loss.
New standards and interpretations
a) Standards, amendments and interpretations effective and adopted by the Group
The following new IFRSs are mandatory for financial periods beginning on or after 1 January 2014 and have
therefore been adopted by the Group as of 1 April 2014.
E
E
E
IFRS 10, ‘Consolidated financial statements’. The objective of IFRS 10 is to establish principles for the
presentation and preparation of consolidated financial statements when an entity controls one or more
other entities to present consolidated financial statements. It defines the principle of control and
establishes controls as the basis for consolidation. It sets out how to apply the principle of control to
identify whether an investor controls an investee and therefore must consolidate the investee. It also
sets out the accounting requirements for the preparation of consolidated financial statements.
IFRS 11, ‘Joint arrangements’, focuses on the rights and obligations of the parties to the arrangement
rather than its legal form. There are two types of joint arrangements: joint operations and joint ventures.
Joint operations arise where the investors have rights to the assets and obligations for the liabilities of an
arrangement. A joint operator accounts for its share of the assets, liabilities, revenue and expenses. Joint
ventures arise where the investors have rights to the net assets of the arrangement; joint ventures are
accounted for under the equity method. Proportional consolidation of joint arrangements is no longer
permitted.
IFRS 12, ‘Disclosures of interests in other entities’, includes the disclosure requirements for all forms of
interests in other entities, including joint arrangements, associates, structured entities and other off
statement of financial position vehicles.
E Amendment to IAS 32, ‘Financial instruments: presentation’. These amendments are to the
application guidance in IAS 32, ‘Financial instruments: presentation’, and clarify some of the
requirements for offsetting financial assets and financial liabilities in the statement of financial position.
E Amendment to IAS 36, ‘Impairment of assets’. This amendment addresses the disclosure of
information about the recoverable amount of impaired assets if that amount is based on fair value less
costs of disposal.
E Amendment to IAS 39, ‘Financial instruments: recognition and measurement’. This amendment
provides relief from discontinuing hedge accounting when novation of a hedging instrument to a central
counter party meets specified criteria.
Wizz Air Holdings Plc Annual report and accounts 2015
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CONTINUED
2. Accounting policies continued
New standards and interpretations continued
a) Standards, amendments and interpretations effective and adopted by the Group continued
E
IFRIC 21, ‘Levies’. This is an interpretation of IAS 37, ‘Provisions, contingent liabilities and contingent
assets’. IAS 37 sets out criteria for the recognition of a liability, one of which is the requirement for the
entity to have a present obligation as a result of a past event (known as an obligating event). The
interpretation clarifies that the obligating event that gives rise to a liability to pay a levy is the activity
described in the relevant legislation that triggers the payment of the levy.
The Group anticipates that the adoption of the above standards will not have a material effect on its
results or financial position.
b) Standards early adopted by the Group
There are no early adopted standards by the Group.
c) Interpretations and standards that are not yet effective and have not been early adopted by the Group
E
IFRS 9, ‘Financial instruments’, addresses the classification, measurement and recognition of financial
assets and financial liabilities. The complete version of IFRS 9 was issued in July 2014. It replaces the
guidance in IAS 39 that relates to the classification and measurement of financial instruments. IFRS 9
retains but simplifies the mixed measurement model and establishes three primary measurement
categories for financial assets: amortised cost, fair value through other comprehensive income or
expense and fair value through profit or loss. For financial liabilities there were no changes to
classification and measurement except for the recognition of changes in own credit risk in other
comprehensive income, for liabilities designated at fair value through profit or loss. IFRS 9 relaxes the
requirements for hedge effectiveness by replacing the bright line hedge effectiveness tests. It requires
an economic relationship between the hedged item and hedging instrument and for the “hedged ratio”
to be the same as the one management actually uses for risk management purposes. Contemporaneous
documentation is still required but is different to that currently prepared under IAS 39. The standard has
not been adopted by the European Union, but is expected to be effective for accounting periods
beginning on or after 1 January 2018 with early adoption permitted.
E
E
IFRS 14, ‘Regulatory deferral accounts’ (effective for annual periods beginning on or after 1 January
2016). The objective of this standard is to specify the financial reporting requirements for regulatory
deferral account balances that arise when an entity provides goods or services to customers at a price
or rate that is subject to rate regulation.
IFRS 15, ‘Revenue from contracts with customers’ deals with revenue recognition and establishes
principles for reporting useful information to users of financial statements about the nature, amount,
timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.
Revenue is recognised when a customer obtains control of a good or service and thus has the ability to
direct the use and obtain the benefits from the good or service. The standard replaces IAS 18 ‘Revenue’
and IAS 11 ‘Construction contracts’ and related interpretations. The standard is effective for annual
periods beginning on or after 1 January 2017 and earlier application is permitted subject to EU
endorsement. The Group is assessing the impact of IFRS 15.
The Group anticipates that the adoption of the above standards will not have a material effect on its results
or financial position, except potentially in the presentation of the time value of hedge instruments if the time
value at any reporting date will be material.
Basis of consolidation
Subsidiaries are all entities controlled by the Company. Control exists when the Group has the power,
directly or indirectly, to govern the financial and operating policies of an 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 financial statements of subsidiaries are included in the consolidated financial
statements from the date that control commences until the date that control ceases.
The results of all the subsidiaries are consolidated up to 31 March which is the financial year end of the
Company.
Intra-group balances and any unrealised gains and losses or income and expenses arising from intra-group
transactions are eliminated in preparing the consolidated financial statements.
Wizz Air Holdings Plc Annual report and accounts 2015
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CONTINUED
2. Accounting policies continued
Going concern
The financial statements have been prepared on a going concern basis which assumes that the Group will
continue in business for the foreseeable future. This assumption is based on the Directors’ assessment of the
Group’s financial performance and position to date, together with a review of its forecasts, in light of the risks
to which the Group is exposed.
Foreign currency
The Group’s presentational currency is the Euro. The functional currency of all the Group entities with the
exception of Dnieper Aviation LLC and Wizz Air Ukraine Airlines LLC is the Euro. Transactions in foreign
currencies are translated into functional currency at the exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the statement of financial position date
are translated into Euros at the exchange rate ruling at that date. Foreign exchange differences arising on
translation are recognised in the statement of comprehensive income as financial income or expense. Non-
monetary assets and liabilities denominated in foreign currencies and which are recognised at their historical
cost are translated into Euros at the exchange rate at the date of the transaction. Non-monetary assets and
liabilities denominated in foreign currencies and which are stated at fair value are translated into Euros at
exchange rates ruling at the dates the fair value was determined.
The functional currency of Dnieper Aviation LLC and Wizz Air Ukraine Airlines LLC is the Ukrainian Hryvnia
(UAH). The results and financial position of all the Group entities that have a functional currency different
from the presentational currency are translated into the presentational currency as follows:
E
E
assets and liabilities for each statement of financial position presented are translated at the closing rate
at the date of that statement of financial position;
income and expenses for each statement of comprehensive income are translated at monthly average
exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the
rates prevailing on the transaction dates, in which case income and expenses are translated at the rate
on the dates of the transactions); and
E all resulting exchange differences are recognised as a separate component of equity (cumulative
translation adjustments).
The below exchange rates were used for the translation in the respective financial years:
Closing rate
Average rate for the year
Year ended
31 March
2015
UAH/EUR
25.45
25.12
Year ended
31 March
2014
UAH/EUR
15.07
13.99
Financial assets and liabilities
The Group classifies its financial assets and liabilities – in line with IAS 39 ‘Financial instruments: recognition
and measurement’ – into the following categories:
Description in the statement of financial position
Non-current assets
Restricted cash
Trade and other receivables
Current assets
Trade and other receivables
Financial assets available for sale
Derivative financial instruments
Restricted cash
Cash and cash equivalents
Non-current liabilities
Borrowings
Convertible debts
Current liabilities
Trade and other payables
Borrowings
Convertible debts
Derivative financial instruments
Category
Loans and receivables
Loans and receivables
Loans and receivables
Available-for-sale assets
Fair value through profit or loss
Loans and receivables
Loans and receivables
Other financial liabilities measured at amortised cost
Other financial liabilities measured at amortised cost
Other financial liabilities measured at amortised cost
Other financial liabilities measured at amortised cost
Other financial liabilities measured at amortised cost
Fair value through profit or loss
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CONTINUED
2. Accounting policies continued
Financial assets and liabilities continued
The classification of financial assets depends on the purpose for which the assets were acquired.
Management determines the classification of its financial assets at initial recognition.
a) Financial assets and liabilities at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is
classified in this category if acquired principally for the purpose of selling in the short-term. Assets in this
category are classified as current assets. Derivatives (assets or liabilities) are also categorised as held for
trading unless they are designated as hedges.
b) Loans and receivables are non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market. They are included in current assets, except for maturities greater than twelve
months after the statement of financial position date, that are classified as non-current assets. The Group’s
loans and receivables comprise trade and other receivables, cash and cash equivalents and restricted cash in
the statement of financial position.
c) Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated in this category or not
classified in any of the other categories. They are included in non-current assets unless management intends
to dispose of the investment within twelve months of the statement of financial position date. Available-for-
sale financial assets are subsequently carried at fair value.
d) Other financial liabilities measured at amortised costs
Other financial liabilities are non-derivative financial liabilities with fixed or determinable payments that are
not quoted in an active market.
They are included in current liabilities, except for maturities greater than twelve months after the statement
of financial position date that are classified as non-current liabilities. The Group’s other financial liabilities
comprise trade and other payables and interest-bearing loans and borrowings in the statement of financial
position.
The Group invests excess cash in a conservative way, primarily in short-term time deposits and money
market funds. Management does not, in the short term, plan to have held-to-maturity investments. The
recognition and measurement criteria are described in the relevant accounting policy section.
Derivative financial instruments and hedging
Derivative financial instruments
Derivative financial instruments are recognised initially at fair value. The gain or loss on remeasurement to
fair value is recognised immediately in the statement of comprehensive income, within financial income or
expenses. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss
depends on the nature of the item being hedged (see below). The Group enters into foreign exchange and
jet fuel price hedging transactions to minimise the impact of fluctuations in foreign exchange rates and fuel
price on the Group. Both types of hedging transactions are cash flow hedges under IAS 39.
Cash flow hedges
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 forecast transaction, the effective part of any unrealised
gain or loss on the derivative financial instrument is recognised directly in the hedging reserve within other
comprehensive income. Any ineffective portion of the hedge is recognised immediately in the statement of
comprehensive income as financial income or expenses.
The associated cumulative gain or loss on the effective part is removed from other comprehensive income
and recognised in the statement of comprehensive income in the respective operating expense line(s) in the
same period or periods as the hedged forecast transaction.
When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of
the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative gain or
loss at that point remains in other comprehensive income and is recognised in accordance with the above
policy when the hedged transaction is recognised in the statement of comprehensive income. If the hedged
transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in other
comprehensive income is recognised in the statement of comprehensive income immediately, net of tax,
within the cash flow hedging reserve.
Wizz Air Holdings Plc Annual report and accounts 2015
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NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
2. Accounting policies continued
Financial assets and liabilities continued
Derivative financial instruments and hedging continued
Cash flow hedges continued
Accordingly:
E
E
the open position on the derivative hedging instrument is recorded as an asset or liability in the
statement of financial position at fair value and the effective portion of changes in the fair value is
recorded in other comprehensive income; and
the realised gains or losses on the hedging instrument are recorded against the respective operating
expense line(s) in the statement of comprehensive income.
The ineffective portion is determined in line with IAS 39, applying the 80–125 per cent. rule. The ineffective
part of changes in fair value, if any, is recorded as financial income or expense in the statement of
comprehensive income.
Hedging with non-derivatives
The Group uses its selected financial assets denominated in foreign currency to hedge highly probable future
expenses in foreign currency. The Group does not apply hedge accounting for non-derivatives.
Trade and other receivables
Trade and other receivables are stated at their amortised cost using the effective interest rate method less
impairment losses.
The carrying amount of the asset is reduced through the trade and other receivables account, and the
amount of the loss is recognised in the statement of comprehensive income within other expenses.
Subsequent recoveries of amounts previously written off are credited against other expenses in the
statement of comprehensive income.
Other receivables also comprise insurance claims related to events that are covered by insurance contracts.
The Group recognises the income in the financial statements only from those insurance claims which, based
on management’s judgment, are virtually certain to be received by the Group.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits repayable on demand or which mature
within three months of inception, less any overdrafts repayable on demand. Cash held in money market
funds is also included in cash and cash equivalents. Cash and cash equivalents do not include restricted cash.
Cash and cash equivalents are netted only when right of offset has been obtained.
Restricted cash
Restricted cash represents cash deposits held by the banks that cover letters of credit, issued by the same
bank, to certain suppliers. Restricted cash is split between non-current and current assets depending on the
maturity period of the underlying letters of credit.
Trade and other payables
Trade and other payables are stated at amortised cost using the effective interest rate method. Trade and
other payables comprise balances payable to suppliers, authorities and employees.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less directly attributable transaction costs.
Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any
difference between cost and redemption value being recognised in the statement of comprehensive income
as a financial expense over the period of the borrowings on an effective interest rate basis. Financial
expenses include also withholding tax paid on the interest if according to the loan agreement the payment
of withholding tax is the liability of the Group.
Convertible debt
Convertible debt instruments that can be converted to share capital at the option of the holder, where the
number of shares issued does not vary with changes in their fair value, are accounted for as compound
instruments. Transaction costs that relate to the issue of a compound instrument are allocated to the liability
and equity components in proportion to the allocation of proceeds. The liability component is recognised
initially at the fair value of a similar liability that does not have an equity conversion option. The equity
component of the compound instrument is calculated as the excess of the issue proceeds over the value of
the liability component.
Wizz Air Holdings Plc Annual report and accounts 2015
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NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
2. Accounting policies continued
Financial assets and liabilities continued
Classification of compound instruments issued by the Group
Compound instruments issued by the Group are treated as equity (i.e. forming part of Shareholders’ funds)
only to the extent that they meet the following two conditions:
a) they include no contractual obligations upon the Company (or Group as the case may be) to deliver
cash or other financial assets or to exchange financial assets or financial liabilities with another party
under conditions that are potentially unfavourable to the Company (or Group); and
b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-
derivative that includes no obligation to deliver a variable number of the Company’s own equity
instruments or it is a derivative that will be settled by the Company exchanging a fixed amount of cash
or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met the proceeds of issue are classified as a financial liability. Where
the instrument so classified takes the legal form of the Company’s own shares, the amounts presented in
these financial statements for called up share capital and share premium account exclude amounts in
relation to those shares.
Where a compound instrument that contains both equity and financial liability components exists these
components are separated by recognising the liability at fair value and accounted for individually under the
above policy. The finance cost on the financial liability component is correspondingly higher over the life of
the instrument.
Finance payments associated with financial liabilities are dealt with as part of finance expenses. Finance
payments associated with compound instruments that are classified in equity are dividends and are
recorded directly in equity.
Impairment of financial assets
Impairment losses are recognised on financial assets carried at amortised cost where there is objective
evidence that a loss has been incurred. The amount of the loss is measured as the difference between the
asset’s carrying amount and the present value of future cash flows, discounted at the original effective
interest rate.
If, subsequently, the amount of the impairment loss decreases, and the decrease can be related objectively
to an event that occurred after the impairment was recognised, the appropriate portion of the loss is
reversed. Both impairment losses and reversals are recognised in the statement of comprehensive income as
components of financial income or expenses, except in the case of impairment of available-for-sale financial
assets where the impairment and its reversal may be charged to other comprehensive income under certain
circumstances.
Current trade and other receivables are discounted where the effect is material.
Non-financial assets and liabilities
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for
as separate items of property, plant and equipment.
Depreciation is charged to the statement of comprehensive income on a straight-line basis to write off cost
to residual value over the estimated useful economic lives of each part of an item of property, plant and
equipment. In the case of certain aircraft maintenance assets, the useful economic life of the asset can be
defined in terms of flight hours or flight cycles, and in this case the depreciation charge is determined based
on the actual number of flight hours or flight cycles. The estimated useful lives are as follows:
Land and buildings
Aircraft maintenance assets
Aircraft parts
Fixtures and fittings
three to five years, being the shorter of useful economic life and
the lease term
two to seven years, being the shorter of useful economic life and
the lease term
seven years
three years
The residual values and useful lives are re-assessed annually.
Wizz Air Holdings Plc Annual report and accounts 2015
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NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
2. Accounting policies continued
Non-financial assets and liabilities continued
Assets received free of charge
In certain cases the Group receives assets free of charge. These are treated as non-cash items in the
statement of cash flows.
Advances paid for aircraft – Pre-delivery payments (PDP)
Pre-delivery payments (PDP) are paid by the Group to aircraft and engine manufacturers for financing the
production of the ordered aircraft or spare engine as determined by the contractual terms. Such advance
payments for aircraft or spare engines are recognised at cost and classified as property, plant and
equipment in the statement of financial position. The amount is not depreciated.
The Group may enter into sale and leaseback arrangements with lessors to finance future aircraft or spare
engine deliveries. These arrangements are structured such that the right and the commitment to purchase
the aircraft or spare engine are assigned to the lessor only on the date of delivery (a “delivery date
assignment”); as such, the recognition and classification of the PDP balance does not change when the sale
and leaseback contracts are signed. On the delivery of the aircraft or spare engine the lessor pays the full
purchase price of the asset to the manufacturer and the Group receives from the manufacturer a refund of
the PDPs paid. At this moment the fixed asset is de-recognised from the statement of financial position and
any gain or loss arising is transferred to the statement of comprehensive income as an operating income or
expense.
In some instances PDPs are paid – in the name of the Group – by the lessors directly to the aircraft
manufacturer. These PDPs are also recognised by the Group in the statement of financial position as
advances paid for aircraft and as received loans until the delivery of the aircraft. In the statement of cash
flows these PDPs and loans are treated as non-cash items and are eliminated both from advances paid for
aircrafts/refund of advances paid for aircraft and commercial loan lines.
Advances paid for aircraft maintenance assets (FHA)
Advances paid for aircraft maintenance assets represent advance payments made in relation to heavy
maintenance scheduled to be performed in the future (for the definition of heavy maintenance see the
accounting policy section on maintenance). Such advance payments are made by the Group particularly to
the engine maintenance service provider under fleet hour agreements (FHA). The balance of such assets is
re-categorised into aircraft maintenance assets at the time when the aircraft maintenance asset is recognised
in respect of the same component and the same heavy maintenance event. This is when the component no
longer meets the conditions set out in the lease agreement. Advances paid for aircraft maintenance are not
depreciated.
In the statement of cash flows the FHA payments are shown under the purchase of maintenance assets line
together with other aircraft maintenance asset purchases.
Intangible assets
Intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and
impairment losses.
Web development costs are capitalised to the extent they are expected to generate future economic
benefits and meet the other criteria described in IAS 38 ‘Intangible assets’.
Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future
economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as
incurred.
Amortisation is charged to the statement of comprehensive income on a straight-line basis over the
estimated useful economic lives of intangible assets. Intangible assets are amortised from the date they are
available for use. The estimated useful lives are as follows:
Software licences
three years
Web and other software development costs
three to five years
Inventories
Inventories (mainly spares) are purchased for internal use and are stated at cost unless impaired or at net
realisable value if any items are to be sold or scrapped. Net realisable value is the estimated selling price in
the ordinary course of the business less the estimated selling expense. Cost is based on the first-in first-out
principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing
location and condition.
Wizz Air Holdings Plc Annual report and accounts 2015
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CONTINUED
2. Accounting policies continued
Non-financial assets and liabilities continued
Emissions Trading Scheme
As of January 1, 2012 the scope of the EU Emissions Trading Scheme 2008/101/EC (EU ETS) covers airlines.
The Group is required to formally report its annual emissions to the relevant authorities and surrender
emission allowances (EUAs) equivalent to the emission made during the year. Surrendered allowances are a
combination of the free allowances granted by the authorities and allowances purchased by the Group from
other parties. The Group follows the “cost method” of booking the allowances: the free allowances have nil-
cost value so therefore are not recognised as an asset; allowances purchased in the market are recorded at
the purchase price in inventory. The Group is given free allowances by the competent authorities, and the
net economic impact to the Group is therefore represented by the shortfall between the actual carbon
emitted and the free allowances given to the Group for that period. The shortfall is recorded at forward
prices as a cost.
Application of this accounting treatment means that the statement of comprehensive income and the
statement of financial position reflect the net economic impact and are not grossed up to reflect the full
obligation.
Deferred interest
The Group enters into sale and leaseback agreements to finance future aircraft or spare engine deliveries. In
some cases it enters also into arrangements to finance the pre-delivery payments (PDP) of such deliveries.
Interest accrued on loans to finance the PDPs on aircraft or spare engines is initially recognised under
property plant and equipment (advances paid for aircraft). When the leased aircraft or spare engine is
delivered, the PDP interest balance is reclassified within the statement of financial position from property,
plant and equipment into deferred interest. From this point forward the interest is amortised to the
statement of comprehensive income during the term of the respective lease contract.
The Group recognises in the deferred interest line also the effect of the discounting adjustment of non-
current receivables.
Impairment of non-financial assets
The carrying amounts of the Group’s assets are reviewed at each statement of financial position date to
determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable
amount is estimated. The recoverable amount is the higher of an asset’s fair value less costs to sell and value
in use. An impairment loss is recognised whenever the carrying amount of an asset or cash-generating unit
exceeds its recoverable amount. Impairment losses are recognised in the statement of comprehensive
income.
Employee benefits
Share based payment transactions
The Group operates an equity-settled share option programme that allows Group employees to acquire
shares in the Company. The options are granted by the Company. The fair value of options granted is
recognised as an employee expense with a corresponding increase in equity. The fair value is measured at
grant date and spread over the period during which the employees become unconditionally entitled to the
options. The fair value of the options granted is measured using an option valuation model, taking into
account the terms and conditions upon which the options were granted. The amount recognised as an
expense is adjusted at any measurement date so that the cumulative expense to date reflects the actual
number of share options that are expected to vest.
The share award programme allows the Directors of the Company to acquire shares in the Company at
nominal value. The fair value of the awards granted is recognised as an employee expense with a
corresponding increase in equity. The fair value is measured at grant date and spread over the period during
which there are restrictions in place in respect of the transfer of the award shares by the Directors.
Provisions
A provision is recognised in the statement of financial position when the Group has a present legal or
constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will
be required to settle the obligation.
If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax
rate that reflects current market assessments of the time value of money and, where appropriate, the risks
specific to the liability (please see further details of aircraft maintenance provisions in the accounting policy
section on maintenance).
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NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
2. Accounting policies continued
Revenue
Revenue comprises the invoiced value of flight seats and ancillary revenues.
Passenger ticket revenue arises from the sale of flight seats and is recognised net of government taxes in the
period in which the service is provided, that being when the airplane has departed. Unearned revenue
represents flight seats sold but not yet flown and is included in deferred income. Refunds made to
passengers are recorded as reductions in revenue.
Ancillary revenue arises from the sale of other services made by the Group and from commissions earned in
relation to services sold on behalf of other parties. Revenues from other services comprise mainly baggage
charges, booking / payment handling fees, airport check-in fees, fees for various convenience services
(priority boarding, extended legroom, reserved seat) and loyalty programme membership fees. Commission
revenue arises in relation to the sale of on-board catering, accommodation, car rental, travel insurance, bus
transfers, premium calls and co-branded credit cards. Ancillary revenues are recognised as revenue on the
date that the right to receive consideration occurs which is the date when the underlying service was
provided. This, depending on the type of service, might be either the date of sale, the date of flight or (in the
case of membership fees) over the period of membership.
Leases
Finance leases
If the risks and rewards incidental to ownership of an asset are substantially transferred to Wizz Air then it is
accounted for as a finance lease. The Group analyses five criteria as follows:
transfer of ownership of the asset at the end of lease term;
E
E option to purchase the asset at sufficiently below fair value; therefore, it is reasonably certain that the
option will be exercised;
E major part of assets' economic life is at the lessee;
E
E present value of minimum lease payments is substantially all of the fair value of the asset.
the asset is so special that it can be used only by the lessee; and
Management uses the above criteria as guidelines for its analyses; however, the substance of a transaction is
always considered during the assessment.
Management assesses each leasing contract individually at initial recognition based on the above discussed
criteria.
Finance leases are capitalised at the lease’s commencement at the lower of the fair value of the leased asset
and the present value of the minimum lease payments.
Operating leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases are recognised in the statement of
comprehensive income on a straight-line basis over the term of the lease. Lease incentives received are
recognised in the statement of comprehensive income as an integral part of the total lease expense.
Sale and leaseback transactions
The Group enters into transactions whereby it assigns to a third party the right to acquire new aircraft or
spare engines. On delivery of the aircraft or spare engine, the Group will lease the aircraft or spare engine
back through an operating lease from the same party. Any gain arising on disposal, where the price that the
aircraft is sold for is above fair value, is recognised in deferred income and amortised on a straight-line basis
over the lease term of the asset.
Maintenance
Aircraft maintenance provisions
For aircraft held under operating lease agreements, the Group is contractually committed to either return the
aircraft in a certain condition or to compensate the lessor based on the actual condition of the aircraft and its
major components upon return. Provision is made for the minimum unavoidable costs of specific future
obligations created by the lease at the time when such obligation becomes certain. This is when the
respective aircraft component no longer meets the lease re-delivery conditions. The provision is used
through the completion of a maintenance event such that the component again meets the re-delivery
conditions.
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CONTINUED
2. Accounting policies continued
Maintenance continued
Aircraft maintenance assets
Heavy maintenance relates to the overhaul of engines and associated components, the replacement of life
limited parts, the replacement of landing gears and the non-routine airframe inspection and rectification
works. Under normal operating conditions heavy maintenance relates to work expected to be performed no
more frequently than every two to four years.
The cost of heavy maintenance is capitalised and recognised as a tangible fixed asset (and classified as
“aircraft maintenance assets”) at the earlier of (a) the time the lease re-delivery condition is no longer met
(see above under aircraft maintenance provisions) or (b) when maintenance including enhancement is
carried out. Other maintenance costs are expensed as incurred.
Such maintenance assets are depreciated over the period the Group benefits from the asset which is the
shorter of (a) the estimated period until the next date when the lease re-delivery condition is no longer met
or (b) the end of the asset’s operational life or (c) the end of the lease.
For engines and associated components, depreciation is charged on the basis of flight hours or cycles, while
for other aircraft maintenance assets depreciation is charged evenly over the period the Group expects to
derive benefit from the asset.
Components of newly leased aircraft such as life limited parts and engines are not accounted for as separate
assets, and the inherent benefit of these assets which are utilised in the period from inception of the lease
until the time the assets no longer meet the lease re-delivery condition is reflected in the payments made to
the lessor over the life of the lease.
Aircraft maintenance assets are non-monetary items. Non-Euro amounts are translated on inception to Euro
and are not retranslated.
The recognition of aircraft maintenance assets against provisions for other liabilities and charges in the
Statement of financial position is a transaction not involving cash flows. In the statement of cash flows the
spending on these assets is presented as “purchase of aircraft maintenance assets” in the period when cash
actually flows out of the Group. This can happen either before or after the recognition of the asset,
depending on the exact facts and circumstances associated with the relevant asset or assets.
Please refer also to the property, plant and equipment section of accounting policies.
Other receivables from lessors – maintenance reserve
Payments for aircraft and engine maintenance, as stipulated in the respective operating lease agreements,
are made to the lessors as a security for the performance of future heavy maintenance works. The payments
are recorded as receivables from the lessors until the respective maintenance event occurs and the
reimbursement with the lessor is finalised. Any payment that is not expected to be reimbursed by the lessor
is recognised within operating expenses (Aircraft rentals) in the statement of comprehensive income.
Other
The Group enters into agreements with maintenance service providers that guarantee the maintenance of
major components at a rate defined in the contract, the prime example being fleet hour agreements (FHA)
for aircraft engines. Such FHA agreements cover the cost of both scheduled and unscheduled engine
overhauls. FHA payments are accounted for as follows:
E Payments for scheduled maintenance work are recognised as advances paid for aircraft maintenance
assets until the maintenance asset for the respective engine overhaul is created. After this point any
further FHA payments are either used to settle previously established aircraft maintenance provisions
(to the extent a provision for the respective FHA contract exists) or, in the absence of a provision, are
added to the amount previously capitalised within property, plant and equipment as advances paid for
aircraft maintenance assets.
E Payments that are made to provide guaranteed coverage for the performance of unscheduled
maintenance events are considered as insurance payments and are expensed as incurred.
Please refer to the property, plant and equipment section of accounting policies.
Wizz Air Holdings Plc Annual report and accounts 2015
85
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
2. Accounting policies continued
Supplier credits
The Group receives certain assets for nil consideration in connection with its acquisition of aircraft and of
major aircraft parts.
Cash contributions or aircraft spares received are recognised as an asset in the statement of financial
position. The corresponding credits are recognised as income, spread equally across the shorter of useful
economic life and the lease term of the respective aircraft.
Net financing costs
Net financing costs comprise interest payable, finance charges on finance leases, interest receivable on funds
invested and foreign exchange gains and losses that are recognised in the statement of comprehensive
income.
Interest income and interest payable are recognised in the statement of comprehensive income using the
effective interest method.
Non-cash elements of financial income and expenses are eliminated from the statement of cash flows as an
adjusting item whereas cash elements, e.g. realised foreign exchange gains and losses, are included in the
statement of cash flows.
Share capital
Ordinary shares are classified as equity. Qualifying transaction costs directly attributable to the issuing of
new shares are debited to equity, reducing the share premium arising on the issue of shares.
Taxation
Taxation on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in
the statement of comprehensive income except to the extent that it relates to items recognised directly in
equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the
statement of financial position date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes. The following temporary
differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or
liabilities that affect neither accounting nor taxable profit other than in a business combination; and
differences relating to investments in subsidiaries to the extent that they will probably not reverse in the
foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively
enacted at the statement of financial position date.
A deferred tax asset is recognised to the extent that it is probable that sufficient future taxable profits will be
available against which the asset can be utilised.
Exceptional items
Exceptional items are disclosed separately in the financial statements where it is necessary to do so to
provide further understanding of the financial performance of the Group. They are non-recurring material
items of income or expense that are shown separately due to the significance of their nature or amount.
Underlying profit after tax excludes the effect of unrealised foreign exchange gains and losses.
Segment reporting
Operating and reportable segments
The Company is managed as a single business unit that provides low cost, low fare passenger air
transportation services using a fleet of single aircraft type. The Company has only one reportable segment
being its entire route network. Management information is provided to the Executive Management Team
which is the Company’s Chief Operating Decision Maker (‘CODM’). Resource allocation decisions are made
by the CODM for the benefit of the route network as a whole, rather than for individual routes within the
network. The performance of the network is assessed primarily based on the operating profit or loss for the
period.
Wizz Air Holdings Plc Annual report and accounts 2015
86
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
3. Financial risk management
Financial risk factors
The Group is exposed to market risks relating to fluctuations in commodity prices, interest rates and
currency exchange rates. The objective of financial risk management at Wizz Air is to minimise the impact of
commodity price, interest rate and foreign exchange rate fluctuations on the Group's earnings, cash flows
and equity. To manage commodity and foreign exchange risks, Wizz Air uses various derivative financial
instruments, including foreign currency and commodity zero cost collar contracts.
Risk management is carried out by the treasury department under policies approved by the Board of
Directors. The Board provides written principles for overall risk management, as well as written policies
covering specific areas, such as foreign exchange risk, fuel price risk, credit risk, use of derivative financial
instruments, adherence to hedge accounting, and hedge coverage levels. The Board has mandated the Audit
Committee of the Board to supervise the hedging activity of the Group and the compliance with the policies
approved by the Board.
Risk analysis
Market risks
Foreign currency risk
The Group is exposed to foreign currency risk on sales, purchases and commitments that are denominated in
a currency other than the Euro. The main currency that gives rise to foreign currency risk related to
purchases is primarily the US Dollar (USD), while the currencies giving rise to foreign currency risk related to
sales revenues are primarily the British Pound (GBP) and the Polish Zloty (PLN).
The foreign currency exposure is significant as only a small portion of the Group’s revenues are denominated
or linked to the USD while a significant portion of the Group’s expenses are USD denominated, including fuel,
aircraft leases, maintenance reserves and aviation insurance.
The Group chooses the Euro/USD foreign currency rate as the underlying foreign currency pair in its foreign
currency rate hedging strategies. The main objective is to cover the Group’s ongoing USD cash flow
requirements. The Group’s maximum hedge coverage level is 75 per cent. of the total anticipated USD
purchases hedged by the time the respective quarter on monthly rolling forward basis is reached. This
maximum target hedge coverage level was 70 per cent. until 31 March 2014 and increased to 75 per cent.
during the year ended 31 March 2015. . These levels were not always maintained during the current or prior
years.
The table below analyses the financial instruments by the currencies of future receipts and payments as
follows:
At 31 March 2015
Financial assets
Trade and other receivables
Financial assets available for sale
Derivative financial assets
Cash
Restricted cash
Total financial assets
Financial liabilities
Borrowings
Convertible debt
Trade and other payables
Derivative financial liabilities
Total financial liabilities
EUR
€ million
38.3
-
-
426.3
2.0
466.6
4.2
27.3
80.2
-
111.7
USD
€ million
Other
€ million
Total
€ million
112.0
-
60.7
0.3
71.5
244.5
-
-
26.6
81.7
108.3
17.6
1.0
-
22.0
0.1
40.7
-
-
17.1
-
17.1
167.9
1.0
60.7
448.6
73.6
751.8
4.2
27.3
123.9
81.7
237.1
Wizz Air Holdings Plc Annual report and accounts 2015
87
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
3. Financial risk management continued
Risk analysis continued
Market risks continued
Foreign currency risk continued
At 31 March 2014
Financial assets
Trade and other receivables
Financial assets available for sale
Derivative financial assets
Cash
Restricted cash
Total financial assets
Financial liabilities
Borrowings
Convertible debt
Trade and other payables
Derivative financial liabilities
Total financial liabilities
EUR
€ million
USD
€ million
Other
€ million
Total
€ million
(restated – see
Note 5)
32.0
-
-
176.5
2.2
210.7
4.5
43.2
79.7
-
127.4
79.6
-
0.4
0.2
39.9
120.1
15.7
-
32.4
3.5
51.6
4.9
1.0
-
8.9
0.3
15.1
-
-
8.6
-
8.6
116.5
1.0
0.4
185.6
42.4
345.9
20.2
43.2
120.7
3.5
187.6
Interest rate risk
The Group has future commitments under certain operating lease contracts that are based on floating
interest rates. The floating nature of the interest charges on the operating leases exposes the Group to
interest rate risk. Interest rates charged on convertible debt liabilities and on short and long-term loans to
finance the deposits of aircraft are not sensitive to interest rate movements as they are fixed until maturity.
See Notes 24 and 25.
The Group is also exposed to interest rate risk in relation to the valuation of financial instruments as they are
carried at fair value.
The Group has not used financial derivatives to hedge its interest rate risk during the year. The Directors may
in the future consider hedging interest rate risk to reduce the potential Group earnings volatility arising from
fluctuations in interest rates.
Commodity risks
One of the most significant costs for the Group is jet fuel. The price of jet fuel can be volatile and directly
impacts the Group’s financial performance. The Group’s maximum hedge coverage level under its hedge
programme is 75 per cent. of the total anticipated fuel purchases hedged by the time the respective quarter
on a monthly rolling forward basis is reached. This maximum target hedge coverage level was 70 per cent.
until 31 March 2014 and increased to 75 per cent. during the year ended 31 March 2015. These levels were not
always maintained during the current or prior years..
Hedge transactions during the periods
The Group uses non-derivatives and zero cost collar instruments to hedge its foreign exchange exposures
and uses zero cost collar and outright cap instruments to hedge its jet fuel exposures. The time horizon of
the hedging programme with derivatives is a usually a maximum of 18 months; however, this horizon can be
exceeded at the Board’s discretion. The volume of hedge transactions expired during the periods was as
follows:
a) Foreign exchange hedge (USD versus EUR):
USD 390.0 million (2014: USD 349.5 million).
b) Fuel hedge:
306,000 metric tons (2014: 260,000 metric tons).
Hedge year-end open positions
At the end of the year and the prior year the Group had the following open hedge positions:
a) Foreign exchange hedge with derivatives:
The fair value of the open positions was €37.5 million gain (2014: €2.4 million gain) recognised within other
comprehensive income, current assets or current liabilities, respectively.
The notional amount of the open positions was USD 297.0 million (2014: USD 450.0 million).
Wizz Air Holdings Plc Annual report and accounts 2015
88
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
3. Financial risk management continued
Risk analysis continued
Market risks continued
Hedge year-end open positions continued
b) Foreign exchange hedge with non-derivatives:
The notional amount of the open positions was USD 132.0 million (2014: USD 140.6 million).
Non-derivatives are existing financial assets that hedge highly probable foreign currency cash flows in the
future, therefore act as a natural hedge. The Group does not apply hedge accounting for non-derivatives.
c) Fuel hedge:
The fair value of the open positions was €84.4 million loss (2014: €0.7 million) recognised within other
comprehensive income and current assets or liabilities, respectively. The balance of fuel related hedge
derivatives on the statement of financial position in 2015 includes also €25.9 million asset (2014: nil) in
relation to cash deposits paid for fuel caps (purchase options) that were open at the end of the year.
The notional amount of the open positions was 888,500 metric tonnes (2014: 192,500 metric tonnes).
In relation to these open hedge positions the cash flows will occur and the hedge relationships will impact
the statement of comprehensive income during the years ending 31 March 2016 and 2017.
Hedge effectiveness
During the year covered by these financial statements, based on the evaluation of the Group, the hedging
transactions did not give rise to material ineffectiveness under IAS 39. As explained below in the credit risk
section, in the opinion of the management none of the hedge counterparties had a material change in their
credit status that would have influenced the effectiveness of the hedging transactions.
Sensitivity analysis
The table below shows the sensitivity of the Group’s profits to various markets risks for the current and the
prior year.
2015
Difference in profit after tax
(in € million)
2014
Difference in profit after tax
(in € million)
-41.9
+41.9
Fuel price sensitivity
Fuel price $100 higher per metric tonne
Fuel price $100 lower per metric tonne
FX rate sensitivity (USD/EUR)
FX rate 0.05 higher (meaning EUR stronger)
FX rate 0.05 lower
FX rate sensitivity (GBP/EUR)
FX rate 0.03 higher (meaning EUR stronger)
FX rate 0.03 lower
FX rate sensitivity (PLN/EUR)
FX rate 0.15 higher (meaning EUR stronger)
FX rate 0.15 lower
Interest rate sensitivity (EUR)
+ 1.1
Interest rate is higher by 100 bps
Interest rate is lower by 100 bps
+ 0.3
The interest rate sensitivity calculation considers the effects of varying interest rates on the interest income
on bank deposits and on the expense from floating lease rentals.
-33.5
+33.5
+21.0
-21.0
+18.7
-16.9
+0.9
+0.5
-5.4
+5.4
-2.8
+3.0
-3.5
+3.5
-3.9
+3.9
The impact of these macro-economic variables on equity is the same as the impact on profit after tax, except
for the fuel price and for the USD/EUR FX rate variables where the equity impact would also include the
change in the fair value of the derivative financial instruments that are open at the year end. The fair value of
these instruments was provided by the hedge counterparties and management has not calculated the
theoretical value of these instruments for other scenarios.
Wizz Air Holdings Plc Annual report and accounts 2015
89
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
3. Financial risk management continued
Liquidity risks
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding. The
Group has an adequate liquidity position. The Group invests excess cash in a conservative way, primarily in
AAA-rated money market funds and also in short-term time deposits with high quality bank counterparties.
The table below analyses the Group’s financial assets and liabilities (receivable or payable either on cash
base or net-settled derivative financial assets and liabilities) into relevant maturity groupings based on the
remaining period at the statement of financial position date to the contractual maturity date.
The amounts disclosed in the table below are the contractual undiscounted cash flows except for derivatives
where fair values are presented. Therefore, for certain asset and liability categories the amounts presented in
this table can be different from the respective amounts presented in the statement of financial position.
At 31 March 2015
Financial assets
Trade and other receivables
Financial assets available for sale
Derivative financial assets
Cash
Restricted cash
Total financial assets
Financial liabilities
Borrowings
Convertible debt
Trade and other payables
Derivative financial liabilities
Financial guarantees
Total financial liabilities
At 31 March 2014
Financial assets
Trade and other receivables
Financial assets available for sale
Derivative financial assets
Cash
Restricted cash
Total financial assets
Financial liabilities
Borrowings
Convertible debt
Trade and other payables
Derivative financial liabilities
Financial guarantees
Total financial liabilities
Within three
months
€ million
Between three
months
and one year
€ million
Between one and five
years
€ million
More than five
years
€ million
80.9
-
8.6
448.6
2.9
541.0
0.1
-
123.9
33.9
624.7
782.6
5.9
1.0
30.0
-
0.3
37.2
0.3
2.1
-
46.0
-
48.4
81.8
-
22.1
-
16.4
120.3
0.9
33.8
-
1.8
-
36.5
2.5
-
-
-
54.0
56.5
2.9
-
-
-
-
2.9
Total
€ million
171.1
1.0
60.7
448.6
73.6
755.0
4.2
35.9
123.9
81.7
624.7
870.4
Within three
months
€ million
Between three
months
and one year
€ million
Between one and five
years
€ million
More than five
years
€ million
Total
(restated
– see Note 5)
€ million
55.2
-
-
185.6
3.0
243.8
5.1
-
120.7
0.8
408.3
534.9
11.2
1.0
0.3
-
1.2
13.7
10.9
46.9
-
2.5
-
60.3
45.0
-
0.1
-
4.4
49.5
1.7
-
0.2
-
1.9
7.9
-
-
-
33.8
41.7
2.5
-
-
-
-
2.5
119.3
1.0
0.4
185.6
42.4
348.7
20.2
46.9
120.7
3.5
408.3
599.6
The Group has obligations under financial guarantee contracts as detailed in Note 32.
The Company provides guarantees in relation to aircraft lease contracts to guarantee the performance of its
airline subsidiaries. These possible obligations are disclosed in the table above, with the shortest maturity
under the financial guarantees line. Management does not expect that any payment under these guarantee
contracts will be required in the future because the respective subsidiaries have so far paid all their liabilities
under the lease contracts and are expected to do so also in the future.
Wizz Air Holdings Plc Annual report and accounts 2015
90
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
3. Financial risk management continued
Liquidity risks continued
Other financial guarantee contracts relate to hedging, aircraft pre-delivery payments, and convertible loans
and notes. The respective liabilities are reflected under the appropriate line of the financial liabilities part of
the table above. Since the liability itself is already reflected in the table, it would not be appropriate to
include also the financial guarantee provided by another Group entity for the same obligation.
Credit risk
The Group’s exposure to credit risk from individual customers is limited as the large majority of the
payments for flight tickets are collected before the service is provided. See Note 27.
However, the Group has significant banking, hedging, aircraft manufacturer and card acquiring relationships
that represent counterparty credit risk. The Group analysed the creditworthiness of the relevant business
partners in order to assess the likelihood of non-performance of liabilities due to the Group. The credit
quality of the Group’s financial assets is assessed by reference to external credit ratings (published by
Standard & Poor’s) of the counterparties as follows:
At 31 March 2015
Financial assets
Trade and other receivables
Derivative financial assets
Financial assets available for sale
Cash
Restricted cash
Total financial assets
At 31 March 2014
Financial assets
Trade and other receivables
Derivative financial assets
Financial assets available for sale
Cash
Restricted cash
Total financial assets
AAA
€ million
A
€ million
A-
€ million
Other
€ million
Unrated
€ million
Total
€ million
-
22.3
-
357.7
-
380.0
-
35.9
1.0
89.9
71.8
198.6
0.5
2.5
-
-
1.7
4.7
14.7
-
-
-
-
14.7
152.7
-
-
1.0
0.1
153.8
167.9
60.7
1.0
448.6
73.6
751.8
AAA
€ million
A
€ million
A-
€ million
Other
€ million
Unrated
€ million
Total
€ million
-
-
-
157.3
-
157.3
0.4
-
1.0
27.2
42.3
70.9
-
-
-
-
-
-
5.0
-
-
-
-
5.0
111.1
0.4
-
1.1
0.1
112.7
116.5
0.4
1.0
185.6
42.4
345.9
The “Other” column shows the receivables from the Group’s main credit card acquirer. This partner has a
credit rating of two on a scale of four (one being the best), provided by Dun & Bradstreet.
From the unrated category within trade and other receivables the Group has €86.8 million (2014: €63.7
million) receivables from different aircraft lessors in respect of maintenance reserves and lease security
deposits paid (see also Note 19). However, given that the Group physically possesses the aircraft owned by
the lessors and that the Group has significant future lease payment obligations towards the same lessors
(see Note 33), management does not consider the credit risk on maintenance reserve receivables to be
material.
Based on the information above management does not consider the counterparty risk of either party being
material and therefore no fair value adjustment was applied to the respective cash or receivable balances.
Fair value estimation
The Group classifies its financial instruments based on the technique used for determining fair value into the
following categories:
Level 1: Fair value is determined based on quoted prices (unadjusted) in active markets for identical assets or
liabilities.
Level 2: Fair value is determined based on inputs other than quoted prices that are observable for the asset
or liability, either directly or indirectly.
Level 3: Fair value is determined based on inputs that are not based on observable market data (that is, on
unobservable inputs).
Wizz Air Holdings Plc Annual report and accounts 2015
91
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
3. Financial risk management continued
Fair value estimation continued
The following table presents the Group’s financial assets and liabilities that are measured at fair value at 31
March 2015.
Assets
Financial assets available for sale
Derivative financial instruments
Liabilities
Derivative financial instruments
Level 1
€ million
Level 2
€ million
Level 3
€ million
Total
€ million
1.0
-
1.0
-
-
-
60.7
60.7
81.7
81.7
-
-
-
-
-
1.0
60.7
61.7
81.7
81.7
Financial assets available for sale represents a unit linked insurance invested in government bonds by the
insurer. These government bonds are traded in an active market therefore it falls into Level 1 category.
The Group measures its derivative financial instruments at fair value, calculated with a technique by the
banks involved in the hedging transactions that falls into the Level 2 category.
All the other financial assets and financial liabilities are measured at amortised cost.
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern in order to provide returns for Shareholders, benefits for other stakeholders and to maintain an
optimal capital structure to reduce the cost of capital.
The capital structure of the Group consists of financial liabilities, cash and cash equivalents and equity.
Financial liabilities primarily consist of commercial loans relating to aircraft financing and convertible debt as
disclosed in Notes 24 and 25 respectively. Equity comprises issued capital, reserves and retained earnings as
disclosed in the statement of changes in equity. Since the financial year beginning on 1 April 2007, the
Group’s growth has been financed entirely out of cash from operations and commercial debt with financial
institutions. The overall capital risk management strategy remains unchanged from prior years.
Management reviews the Group’s cost of capital on an ongoing basis as well as the risks associated with
each capital instrument and makes recommendations to the Board for approval.
4. Critical accounting estimates and judgments made in applying the Group’s accounting
policies
a) Maintenance policy
For aircraft held under operating lease agreements, provision is made for the minimum unavoidable costs of
specific future obligations created by the lease at the time when such obligation becomes certain. The
amount of the provision involves making estimates of the cost of the heavy maintenance work that is
required to discharge the obligation, including any end of lease costs.
The cost of heavy maintenance is capitalised and recognised as a tangible fixed asset (and classified as
“aircraft maintenance asset”) at the earlier of (a) the time the lease re-delivery condition is no longer met or
(b) when maintenance including enhancement is carried out. The calculation of the depreciation charge on
such assets involves making estimates for the future utilisation of the aircraft and in case of engines also of
the future operating conditions of the engine.
b) Fair value of derivatives and other financial instruments
Fair value of derivatives (namely open position of cash flow hedges) is determined by the contracting
financial institutions as per their industry practice.
Management considers that the fair value of short-term financial instruments is equal to their value
determined in the underlying contracts (contracts with suppliers, customers, banks or creditors). Long-term
financial instruments are discounted to arrive to their fair value if the effect of discounting is considered to
be material. Management believes that only long-term deposits (including maintenance reserves) represent
such financial instruments where discounting is necessary. For discounting the Group uses a USD LIBOR rate
that best reflects the market risk related to the long-term deposits based on the underlying contracts with
the deposit holder.
Wizz Air Holdings Plc Annual report and accounts 2015
92
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
4. Critical accounting estimates and judgments made in applying the Group’s accounting
policies continued
c) Compound instruments
The equity component of the convertible notes is calculated as the excess of the issue proceeds over the
present value of the future interest and principal payments, discounted at the market rate of interest that –
according to the assessment of management – would have been available to the Group at the date of issuing
these instruments. In determining these rates (for the various issues) management considered various
factors, such as the credit risk of the Group, the risk premium applied by banks, the fact that the rate of
interest of a non-convertible instrument should be higher than that of an equivalent convertible instrument,
and the fact that there should be an equity component for all tranches issued.
For more information please see the accounting policy section on financial assets and liabilities, Note 25 and
Note 31.
d) Leasing classification
Management assesses each leasing contract individually at initial recognition based on the criteria described
in the accounting policy section on leases. During the assessment management applied the following
judgments:
E useful economic life of the asset;
E
incremental borrowing rate of interest applicable for the Group (used when calculating the present value
of the minimum lease payments); and
E
fair value of aircraft at the end of the lease term.
e) Sale and leaseback calculation
For the accounting of sale and leaseback transactions management applied the available information on
market value of aircraft and of spare engines with the aim of determining if the assets were sold at a price
below or above fair value.
See the accounting policy section on leases.
5. Prior period adjustments
Correction related to convertible debt instruments
During the financial year management concluded that accounting for convertible debt instruments in
previous years was not fully correct, particularly with regard to the calculation of interest using the effective
rate of interest method and the test whether an amendment of contract terms results in a new instrument.
The revision of the historic accounting resulted in the liability value and the equity part of the convertible
debt instruments as well as the interest recognised in the income statement changing, as explained in the
tables below.
The statement of financial position at 31 March 2013 has been restated as follows:
Balance at 31 March 2013
Impact of restatement
Balance at 31 March 2013 as
restated
Non-current
convertible debt
€ million
35.1
4.8
Current
convertible debt
€ million
-
0.5
Equity part of
convertible debt
€ million
7.4
3.7
Retained earnings
€ million
49.8
(8.5)
39.9
0.5
11.1
41.3
The statement of financial position at 31 March 2014 has been restated as follows:
Balance at 31 March 2014
Impact of restatement
Balance at 31 March 2014 as restated
Current
convertible debt
€ million
36.9
6.3
43.2
Equity part of
convertible debt
€ million
7.4
3.7
11.1
Retained earnings
€ million
139.2
(10.1)
129.1
The statement of comprehensive income for the year ended 31 March 2014 has been restated as follows:
Balance at 31 March 2014
Impact of restatement
Balance at 31 March 2014 as restated
Financial expense
€ million
(6.3)
(1.5)
(7.8)
Net financing costs
€ million
(12.9)
(1.5)
(14.4)
Profit for the period
€ million
89.2
(1.5)
87.7
Wizz Air Holdings Plc Annual report and accounts 2015
93
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
5. Prior period adjustments continued
Correction related to convertible debt instruments continued
The Consolidated statement of cash flows for the year ended 31 March 2014 has been restated as follows:
Balance at 31 March 2014
Impact of restatement
Balance at 31 March 2014 as restated
Profit before tax
€ million
96.9
(1.5)
95.4
Financial expense
€ million
11.4
1.5
12.9
6. Segment information
Reportable segment information
The Group has only one reportable segment being its entire route network. All segment revenue is derived
wholly from external customers and, as the Group has a single reportable segment, inter-segment revenue is
zero.
Segment revenue
Segment operating profit
2015
€ million
1,227.3
167.3
Reconciliation of reportable segment operating profit to consolidated profit or loss after income tax:
Segment operating profit
Financial income and expenses (net)
Income tax expense
Consolidated profit after income tax
2015
€ million
167.3
24.4
(8.5)
183.2
2014
€ million
1,011.87
109.8
2014
€ million
109.8
(14.4)
(7.7)
87.7
Entity-wide disclosures
Products and services
Revenue from external customers can be analysed by groups of similar services as follows:
Passenger ticket revenue
Ancillary revenues
Total revenue from external customers
Ancillary revenues arise mainly from baggage charges, booking/payment handling fees, airport check-in
fees, fees for various convenience services (priority boarding, extended legroom, reserved seat), loyalty
programme membership fees, and from commission on the sale of on-board catering, accommodation, car
rental, travel insurance, bus transfers, premium calls and co-branded cards, all directly attributable to the
low-fare business.
2015
€ million
793.8
433.5
1,227.3
2014
€ million
658.7
353.1
1,011.8
Geographic areas
Revenue from external customers can be analysed by geographic areas as follows:
Jersey (country of domicile)
EU
Other (non-EU)
Total revenue from external customers
Revenue was allocated to geographic areas based on the location of the first departure airport on each
ticket booking.
2015
€ million
-
1,116.2
111.1
1,227.3
2014
€ million
-
909.2
102.6
1,011.8
Major customers
The Group derives the vast majority of its revenues from its passengers and sells most of its tickets directly
to the passengers as final customers rather than through corporate intermediaries (tour operators, travel
agents or similar). Therefore the Group does not have any major corporate customers.
Wizz Air Holdings Plc Annual report and accounts 2015
94
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
7. Operating profit
Auditors’ remuneration
Fees payable to Company’s auditors for the audit of the parent company and
consolidated financial statements
Fees payable to the Company’s auditors and their associates for other
services
Audit of financial statements of subsidiaries pursuant to legislation
Other services relating to taxation
Audit-related assurance and transaction services
All other services
Total remuneration of auditors
2015
€000
204
39
443
610
13
1,309
2014
€000
198
49
360
730
35
1,372
Audit-related assurance and transaction services both in the current and in the prior year were related
primarily to the preparation of the Company for its IPO which was completed during March 2015.
Inventories
Inventories totalling €4.1 million were recognised as an expense in the year (2014: €4.2 million).
8. Staff numbers and costs
The average monthly number of persons employed during the year, including Non-Executive Directors but
excluding subcontracted staff like rented pilots, analysed by category, was as follows:
Number of persons
Non-Executive Directors
Crew and pilots
Administration and other staff
Total staff number
The aggregate compensation of these persons was as follows:
Wages and salaries
Pension costs
Social security costs other than pension
Share based payments
Subtotal
Subcontracted staff costs (rented pilots)
Total staff costs
9. Directors’ emoluments
Salaries and other short-term benefits
Social security costs
Share based payments
Directors’ services and related expenses
Total Directors’ emoluments
2015
7
1,676
203
1,886
2015
€ million
55.6
5.1
7.6
0.3
68.6
14.9
83.5
2015
€ million
1.9
1.5
0.2
0.2
3.8
2014
7
1,364
184
1,555
2014
€ million
47.3
2.7
5.8
0.1
55.9
12.4
68.3
2014
€ million
1.6
0.1
0.1
0.2
2.0
Directors receiving emoluments
The number of Directors who in respect of their services received shares
under long-term incentive schemes during the year
7
Social security costs increased primarily because of the vesting of the share options held by the Chief
Executive Officer, and the exercise of most of these options. These costs were not accrued earlier during the
vesting period of the options because until 2014 it was not assumed that Swiss social security would apply to
the exercise of most of these options.
-
2015
10
2014
10
Wizz Air Holdings Plc Annual report and accounts 2015
95
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
10. Exceptional items and underlying profit
Exceptional items
In the 2015 financial year the Group had a net exceptional income of €9.2 million from the following items:
E €2.8 million of operating expenses in relation to the IPO of the Company. These consisted of (i) €1.6
million within staff costs for a one-off IPO bonus for employees other than senior management; and (ii)
€1.2 million within other expenses for advisory fees incurred in relation to the IPO.
E €12.0 million of net financial income, consisting of: (i) An exceptional income of €14.5 million relating to
the recycling of the balance of the cumulated translation adjustment account from equity to the
statement of comprehensive income. This balance had been accumulated in relation to Wizz Air Ukraine,
and the Company announced in March 2015 that the operations of this subsidiary would be discontinued
which then happened in April 2015. (ii) An exceptional expense of €2.5 million arising on the extension of
the Company’s convertible debt in August 2015 (see Note 25).
The financial income and expense items are not cash. The €1.6 million IPO bonus is paid only in the 2016
financial year. The cash flow impact of the €1.2 million advisory expenses is not significant in either year
and is therefore not presented as an exceptional item in the statement of cash flows.
In the 2014 financial year the Group had an exceptional income of €6.3 million from the following:
E €6.3 million settlement was received from the credit card acquirer of one of the entities of the Group.
The settlement relates to incorrectly calculated interchange fees paid in prior years. The amount of the
settlement was agreed between the parties during 2014 and this income decreased the distribution and
marketing expenses in the statement of comprehensive income in 2014. Out of the €6.3 million agreed,
€5.3 million was received in cash by the Group during the 2014 financial year and the remaining €1.0
million during the 2015 financial year. These are presented as exceptional operating cash inflows in the
statement of cash flows. The Group does not expect a similar adjustment to occur in the future.
These items were used by management in the determination of the non-GAAP underlying profit measure for
the Group – see below.
Underlying profit
Profit for the period
Adjustments (exclusions):
Unrealised foreign exchange (gain)/loss
Exceptional items (net gain)
Sum of adjustments
Underlying profit after tax
2015
€ million
183.2
(27.8)
(9.2)
(37.0)
146.2
2014
€ million
87.7
6.1
(6.3)
(0.2)
87.5
On top of the exceptional items listed above unrealised foreign exchange gains and losses are also excluded
from the calculation of underlying profit. These are non-cash translation differences that arise primarily on
the revaluation of the significant net US Dollar monetary asset position of the Group. This had material
impact particularly in the 2015 financial year due to the significant strengthening of the US Dollar against the
Euro in the period.
The tax effects of the adjustments made above are insignificant.
Wizz Air Holdings Plc Annual report and accounts 2015
96
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
11. Net financing income and expense
Interest income
Ineffective hedge gain
Financial income
Interest expense
Convertible debt
Finance lease
Other
Financial expenses
Foreign exchange gain/(loss)
Realised
Unrealised
Net foreign exchange gain/(loss)
Net exceptional financial income (Note 10)
Net financing income/(expense)
2015
€ million
1.0
0.8
1.8
(4.5)
(0.4)
(0.7)
(5.6)
(11.6)
27.8
16.2
12.0
24.4
2014
€ million
restated – see
Note 5
0.4
-
0.4
(6.9)
(0.4)
(0.5)
(7.8)
(0.9)
(6.1)
(7.0)
-
(14.4)
Interest income and expense contain interest on financial instruments and the effect of the initial discounting
of long-term deposits and the later unwinding of such discounting. Interest expense includes also
withholding tax paid in Switzerland on the interest accrued on convertible loans. This withholding tax for
these instruments is the liability of the Group according to the terms of the respective loan agreements.
For the year ended 31 March 2015 the net realised foreign exchange loss of €11.6 million was primarily driven
by the devaluation of the Ukrainian Hryvnia and by the strengthening of the US Dollar against the Euro. The
net unrealised foreign exchange gain of €27.8 million was primarily driven by the strengthening of the US
Dollar against the Euro, impacting through the net US Dollar monetary asset position of the Group.
The net unrealised foreign exchange loss of €6.1 million for the year ended 31 March 2014 was primarily
driven by to the devaluation of the Ukrainian Hryvnia and, to a lesser extent, the US Dollar, against the Euro
during the financial year.
12. Income tax expense
Recognised in the statement of comprehensive income
Current year corporate tax
Other income based taxes
Deferred tax
Total tax charge
2015
€ million
1.9
5.3
1.3
8.5
2014
€ million
3.4
4.0
0.3
7.7
The Company has a tax rate of 7.8 per cent. (2014: 7.8 per cent.). The tax rate relates to Switzerland, where
the Company is tax resident.
The current tax charge for the year is different to the standard rate of corporation tax of 7.8 per cent. (2014:
7.8 per cent.). The difference is explained below.
Reconciliation of effective tax rate
Profit before tax
Tax at the corporation tax rate of 7.8 per cent. (2014: 7.8 per cent.)
Effect of different tax rate of subsidiaries versus the parent company
Other income based foreign tax
Total tax charge
Effective tax rate
2015
€ million
191.7
14.9
(11.7)
5.3
8.5
4.4%
2014
€ million
95.4
7.4
(3.7)
4.0
7.7
8.1%
The Company had no taxable income. Other income based foreign tax represents the “innovation
contribution” and the local business tax payable in Hungary in 2015 and 2014 by one of the subsidiaries of
the Group. Hungarian local business tax and innovation contribution is levied on an adjusted profit basis.
Wizz Air Holdings Plc Annual report and accounts 2015
97
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
13. Earnings per share
Basic earnings per share
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 each period.
Profit from the year
Weighted average number of Ordinary Shares in issue
(thousands)
Basic earnings per share
2015
€ million
183.2
12,693
14.43
2014
€ million
87.7
8,734
10.04
There were also 48,830,503 convertible shares in issue at 31 March 2015 (see Note 29). These shares are non-
participating, i.e. the profit attributable to them is €nil. Therefore these shares are not included in the basic
earnings per share calculation above.
Diluted earnings per share
Diluted earnings per share has been calculated by adjusting the weighted average number of Ordinary
Shares in issue with the number of Ordinary Shares that could have been issued in the respective year as a
result of the conversion of various convertible instruments. In this respect the period prior to IPO (in March
2015) and post IPO have different characteristics, as follows:
Period prior to IPO:
- Convertible notes and loans: Not all of the shares which would have been issued on full conversion
of the convertible debt instruments have been included in the diluted earnings per share calculation
as there were contractual restrictions limiting the number which could be converted. This
restrictions were in place to ensure that the Group remains owned and controlled by a majority of
EU nationals.
-
Employee share options: Conversion of employee share options was not assumed because the
completion of an IPO by the Company was one of the vesting conditions, that was not met before
March 2015 – see Note 28 for further details.
Period post IPO:
- Convertible shares: The convertible shares that were issued on the IPO as a result of the conversion
of some of the convertible loans and notes were included in the diluted earnings per share
calculation.
- Convertible notes remaining after IPO: These can be converted at the option of the holder into
Ordinary Shares although these might be subject to restrictions on voting and dividend rights.
-
Employee share options: Vested share options included in the calculation. There is no further criteria
in place that would limit the exercisability of vested share options.
The profit for the year has been adjusted for the purposes of calculating diluted earnings per share in respect
of the interest charge relating to the debt which could have been converted into shares.
Profit for the year
Interest expense on convertible debt (net of tax)
Profit used to determine diluted earnings per share
Weighted average number of Ordinary Shares in issue (thousands)
Adjustment for assumed conversion of convertible instruments (thousands)
Weighted average number of Ordinary Shares for diluted earnings per share
(thousands)
Diluted earnings per share
2015
€ million
183.2
1.0
184.2
12,693
13,941
26,634
6.91
2014
€ million
87.7
1.1
88.8
8,734
8,307
17,041
5.21
Wizz Air Holdings Plc Annual report and accounts 2015
98
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
13. Earnings per share continued
Proforma earnings per share
The proforma earnings per share is a fully diluted non-IFRS measure defined by the Company, calculated as
follows:
Underlying profit for the year, €million
Interest expense on convertible debt, €million (1)
Profit used to determine proforma earnings per share, €million
Number of shares in issue at year end (thousands) (2)
Adjustment for assumed conversion of convertible debt instruments (thousands) (3)
Adjustment for assumed conversion of employee share options (thousands) (4)
Fully diluted number of shares for proforma earnings per share (thousands)
Proforma earnings per share, EUR
2015
146.2
4.5
150.7
101,111
24,247
1,117
126,475
1.19
2014
87.5
6.9
94.4
8,741
97,854
-
106,595
0.89
(1) Interest expense is lower in 2015 because (i) it does not include the €2.5 million exceptional charge
arising on the extension of debt in August 2014, (2) interest rate was reduced during 2015, (iii) part of
the debt was converted into shares on IPO in 2015.
(2) For 2015 the issued share number includes also the 48.8 million convertible shares issued in Mar 2015.
See Note 29 for share capital.
(3) Interest outstanding on convertible notes in issue at year-end is not included because it is more likely to
be paid in cash than converted into shares (in fact the interest outstanding at March 2014 was paid in
cash in February 2015).
(4) For employee share options only those are included that the holder had the right to exercise as at year
end. This means that for 2014 none of the share options in issue were included because none were
exercisable at the time – although due to the IPO most of these became exercisable and were actually
exercised in 2015.
The calculation of the proforma underlying EPS is different from the calculation of the IFRS diluted EPS
measure in the following:
E For earnings the underlying profit for the year was used (see Note 10), as opposed to the statutory
(IFRS) profit for the year.
E For the fully diluted number of shares, (i) year-end position was taken rather than the weighted average
for the year, (ii) all convertible debt were taken into account for their dilution impact as at the year end.
By contrast, the IFRS diluted EPS measure takes a weighted average position for the year and includes
only those convertible debt instruments that could be converted by the holder without any restriction.
The proforma EPS measure was introduced by the Company to better reflect the underlying earnings and
the underlying equity structure, particularly to remove the distortion that was caused by the special
conversion restrictions existing for convertible debt until the IPO in March 2015.
Wizz Air Holdings Plc Annual report and accounts 2015
99
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
14. Property, plant and equipment
Land and
buildings
Aircraft
maintenance
assets
Aircraft parts
Fixtures and
fittings
Advances paid
for aircraft
€ million
€ million
€ million
€ million
€ million
Advances paid
for aircraft
maintenance
assets
€ million
Total
€ million
Cost
At 1 April 2013
Additions
Disposals
Transfers
At 31 March 2014
Additions
Disposals
Transfers
Foreign exchange
differences
At 31 March 2015
Accumulated
depreciation
At 1 April 2013
Depreciation
charge for the year
Disposals
At 31 March 2014
Depreciation
charge for the year
Disposals
Foreign exchange
differences
At 31 March 2015
Net book amount
At 31 March 2015
At 31 March 2014
0.2
4.8
-
-
5.0
-
-
-
-
5.0
96.3
12.5
(10.6)
20.3
118.5
29.4
(30.8)
5.4
(0.1)
122.4
-
34.2
0.4
-
0.4
0.4
-
-
0.8
4.2
4.6
22.2
(10.6)
45.8
29.7
(30.8)
-
44.7
77.7
72.7
6.1
5.5
-
-
11.6
4.6
-
-
(0.1)
16.1
2.2
1.2
-
3.4
1.9
-
-
5.3
10.8
8.2
3.0
0.3
-
-
3.3
1.8
(0.1)
-
-
5.0
2.3
0.4
-
2.7
0.5
(0.1)
(0.1)
3.0
2.0
0.6
71.8
86.4
(47.9)
-
110.3
79.9
(83.7)
-
-
106.5
-
-
-
-
-
-
-
-
18.2
27.5
-
(20.3)
25.4
25.9
-
(5.4)
-
45.9
-
-
-
-
-
-
-
-
106.5
110.3
45.9
25.4
195.6
137.0
(58.5)
-
274.1
141.6
(114.6)
-
(0.2)
300.9
38.7
24.2
(10.6)
52.3
32.5
(30.9)
(0.1)
53.8
247.1
221.8
Land and buildings includes the following amounts where the Group is a lessee under a finance lease:
Cost from capitalised finance lease
Accumulated depreciation
Net book amount
15. Intangible assets
Cost
At 1 April 2013
Additions
At 31 March 2014
Additions
At 31 March 2015
Accumulated amortisation
At 1 April 2013
Amortisation charge for the year
At 31 March 2014
Amortisation charge for the year
At 31 March 2015
Net book amount
At 31 March 2015
At 31 March 2014
2015
€ million
4.8
(0.7)
4.1
2014
€ million
4.8
(0.3)
4.5
Software licences and web
development
€ million
5.1
1.8
6.9
1.6
8.5
2.7
1.2
3.9
1.4
5.3
3.2
3.0
Wizz Air Holdings Plc Annual report and accounts 2015
100
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
16. Tax assets and liabilities
Deferred tax liabilities recognised
At 1 April 2013
Additions
Utilised
At 31 March 2014
Additions
Utilised
At 31 March 2015
Less than one year
Greater than one year
Provisions for
other liabilities
and charges
€ million
1.0
0.2
-
1.2
0.5
-
1.7
-
1.7
Property, plant
and equipment
€ million
0.9
0.2
-
1.1
0.2
-
1.3
-
1.3
Advances paid
for aircraft
maintenance
assets
€ million
0.3
0.1
-
0.4
0.3
-
0.7
-
0.7
Fair
value
adjustment
€ million
-
-
-
-
-
-
-
-
-
Other
€ million
0.3
(0.1)
(0.1)
0.1
0.3
-
0.4
0.4
-
Deferred tax assets recognised
At 1 April 2013
Additions
Utilised
At 31 March 2014
Additions
Utilised
At 31 March 2015
Hedging reserve
recognised in OCI
€ million
-
-
-
-
0.7
-
0.7
Total
€ million
2.5
0.4
(0.1)
2.8
1.3
-
4.1
0.4
3.7
Total
€ million
-
-
-
-
0.7
-
0.7
Unrecognised deferred tax assets
Until 31 March 2010 Wizz Air Hungary was Hungarian tax resident and up to this date had accumulated
€30.0 million tax loss in Hungary. This balance remained unchanged at 31 March 2014. This loss can be
utilised only to offset profits generated under Hungarian tax residency. The Group does not expect to have
profit generated under Hungarian tax residency in the foreseeable future and therefore no deferred tax asset
is recognised in this respect.
As at 31 March 2015 there was an unrecognised deferred tax asset related to Wizz Air Ukraine Airlines LLC of
€1.4 million (2014: €2.5 million). It comprises accumulated tax losses, cash-taxed revenues and cost
accruals/provisions that are not yet deductible for tax purposes. Given the decision in March 2015 to cease
the operations of Wizz Air Ukraine Airlines LLC there is no basis for a deferred tax asset to be recognised for
this subsidiary.
17. Subsidiaries
The Group has the following subsidiaries:
Country of
incorporation
Principal activity
shares held Percentage held Financial year end
Class of
Subsidiary undertakings
Hungary Airline operator
Wizz Air Hungary Kft
Wizz Air Polska Sp. Z.o.o.
Dormant
Wizz Air Netherland Holding B.V. Netherland Holding company
Ukraine Holding company
Dnieper Aviation LLC
Ukraine Airline operator
Wizz Air Ukraine Airlines LLC
Poland
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
31 March
100%
31 March
100%
100%
31 March
100% 31 December
100% 31 December
Wizz Air Polska Sp. z.o.o is under solvent liquidation since 2012.
In March 2015 the Group announced its plan to discontinue the airline operations of Wizz Air Ukraine Airlines
LLC, which happened in April 2015.
Dnieper Aviation LLC and Wizz Air Ukraine Airlines LLC have a financial year end different from the Group’s
financial year due to the requirements of local legislation.
Wizz Air Holdings Plc Annual report and accounts 2015
101
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
18. Inventories
Aircraft consumables
Emission trading scheme purchased allowances
Total inventories
19. Trade and other receivables
Non-current
Receivables from lessors
2015
€ million
7.5
1.3
8.8
2014
€ million
6.1
-
6.1
2015
€ million
2014
€ million
80.3
50.1
Current
25.2
Trade receivables
13.7
Other receivables from lessors
2.1
Other receivables
15.8
Total current other receivables
-
Less: provision for impairment of other receivables
15.8
Other current receivables net
25.4
Prepayments, deferred expenses and accrued income
66.4
Current trade and other receivables
116.5
Total trade and other receivables
Receivables from lessors (both current and non-current) represent the deposits provided by Wizz Air to
lessors as security in relation to the lease contracts and in relation to the funding of future maintenance
events.
42.0
7.4
2.7
10.1
-
10.1
35.5
87.6
167.9
Impairment of trade and other receivables
2015
€ million
2014
€ million
Impaired receivables
– other receivables
Allowances on impaired receivables
– other receivables
-
After considering all of the available objective evidence, the Group made full impairment for all receivables
that are overdue by more than 60 days. All receivables are due within 60 days.
-
-
-
20. Financial assets available for sale
Unit linked insurance serving as security deposit
Total financial assets available for sale
2015
€ million
1.0
1.0
2014
€ million
1.0
1.0
Financial assets available for sale represent a unit linked insurance product which is invested in government
bonds by the insurer. This insurance serves as a security for the acquirer bank which collects card payments
for the Group. The Group was required to place a security deposit of 300 million Hungarian Forints
(approximately one million EUR) behind this insurance. This amount is restricted until March 2016.
21. Derivative financial instruments
Assets
Non-current derivatives
Cash flow hedges
Current derivatives
Cash flow hedges
Total derivative financial assets
Liabilities
Non-current derivatives
Cash flow hedges
Current derivatives
Cash flow hedges
Total derivative financial liabilities
2015
€ million
2014
€ million
22.1
38.6
60.7
(1.8)
(79.9)
(81.7)
0.1
0.3
0.4
(0.2)
(3.3)
(3.5)
Wizz Air Holdings Plc Annual report and accounts 2015
102
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
21. Derivative financial instruments continued
The derivative financial instruments represent cash flow hedges (see also Note 3). The full value of a hedging
derivative is classified as a current asset or current liability if the remaining maturity of the hedged item is
less than twelve months.
The cash flow hedges expiring in 2015 had an ineffective portion of €0.8 million (2014: €nil).
The net position in 2015 does match the cash flow hedging reserve (€46.1 million credit) in the statement of
financial position because the net position includes also cash deposits paid in relation to fuel caps (purchase
options) open at the end of the year.
22. Deferred interest
Non-current
Deferred interest expense
Deferred PDP interest
2015
€ million
2014
€ million
4.9
2.8
7.7
2.5
4.8
7.3
Current
1.1
Deferred PDP interest
8.4
Total deferred interest
Deferred interest expense represents the deferred initial discount adjustments calculated for non-current
receivables.
1.2
8.9
Deferred PDP interest is the deferred part of pre-delivery payment (PDP) interest expenses incurred on
leased aircraft or spare engines. Such interest relates to aircraft or spare engine PDP payments financed by
third parties, and is initially recognised under property, plant and equipment (advances paid for aircraft).
When the leased aircraft or spare engine is delivered, PDP interest is reclassified to deferred interest
expense. It is then amortised on a straight-line basis over the lease term of the respective asset and the
amortisation charge is recognised in the statement of comprehensive income as aircraft rental expense.
23. Restricted cash
2014
€ million
38.6
Non-current financial assets
3.8
Current financial assets
42.4
Total restricted cash
Restricted cash for the Group comprises cash on deposit, against which there are letters of credit issued or
other restrictions in place governing the use of that cash, resulting from agreements with aircraft lessors or
other business partners. Restricted cash is excluded from cash and cash equivalents in the cash flow
statement.
2015
€ million
70.4
3.2
73.6
These deposits mainly comprise US Dollar deposits. All of them are interest bearing and the interest rates
represent publicly available commercial interest rates (in a range of 0.2 per cent. to 0.5 per cent. per annum).
24. Borrowings
2015
€ million
2014
€ million
Non-current liabilities
Finance lease liabilities
Total non-current borrowings
Current liabilities
15.7
Commercial loans (PDP)
0.3
Finance lease liabilities
16.0
Total current borrowings
20.2
Total borrowings
Commercial loans represent financing provided by third parties in respect of the aircraft pre-delivery
payment (PDP) obligations of the Group. The loans open at 31 March 2014 matured during the year ended 31
March 2015 as the respective aircraft were delivered.
-
0.4
0.4
4.2
3.8
3.8
4.2
4.2
Wizz Air Holdings Plc Annual report and accounts 2015
103
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
24. Borrowings continued
Finance lease liabilities represent an aircraft simulator asset leased by the Group starting from May 2013.
Gross finance liabilities – minimum lease payments
No later than one year
Later than one year and no later than five years
Later than five years
Future finance charges on finance lease liabilities
Present value of finance lease liabilities
Present value of finance liabilities
No later than one year
Later than one year and no later than five years
Later than five years
Present value of finance lease liabilities
25. Convertible debt
Non-current financial liabilities
Current financial liabilities
Total convertible debt
2015
€ million
2014
€ million
0.7
2.9
2.2
5.8
(1.6)
4.2
0.7
2.9
2.9
6.5
(2.0)
4.5
2015
€ million
2014
€ million
0.4
1.9
1.9
4.2
0.3
2.3
1.9
4.5
2015
€ million
27.0
0.3
27.3
2014
€ million
0.0
43.2
43.2
The balance of convertible debt decreased in 2015 because during the year part of the debt was converted
into shares of the Company. The majority of the balance, related to the principal amount, is now classified as
current liability because the term of the remaining (non-converted) debt was extended until 2022.
Contractual terms of the convertible debt instruments held by the Group in the period:
E
convertible loans:
Issued in August and December 2004, with a ten year term and a coupon rate of interest of 12 per cent.
with compound interest payable on expiry. The loans were extended in August 2014 by five years, i.e.
until August 2019, with interest payable in cash with a coupon rate of interest of 8 per cent. As a result of
recalculating the fair value of loans due to the extension the Company recognised additional interest
cost of €0.4 million in the 2015 financial year. In March 2015, linked to the listing of the Company’s shares
on the London Stock Exchange, all convertible loans (including accrued interest) were converted into
shares of the Company. Therefore there were no convertible loans outstanding at 31 March 2015; and
E
convertible notes:
Issued in February 2005, March 2006 and June 2006, with a four to five year term and with a coupon
rate of interest of 5 per cent. to 10 per cent. The notes were extended with an additional five years first in
2009, with an interest of 10 per cent. They were further extended in August 2014, for the period
between February 2015 and August 2019, with interest payable in cash with a coupon rate of interest of
8 per cent. As a result of recalculating the fair value of notes due to the extension the Company
recognised additional interest cost of €2.1 million in the 2015 financial year. In March 2015, linked to the
listing of the Company’s shares on the London Stock Exchange, certain convertible notes (including
accrued interest) were converted into shares of the Company.
The remaining notes were further extended to 31 March 2022 with interest now payable twice a year in
February and August. No gain or loss was recognised as a result of this extension. All these remaining
notes are held by Indigo.
Principal and any accrued interest on the remaining convertible notes are convertible into Ordinary Shares in
Wizz Air Holdings Plc at conversion factors in the range of €1.0–1.5 for one share.
Convertible notes are guaranteed by Wizz Air Hungary Kft; see Note 32.
For more information about the Group’s exposure to interest rate risk, see Note 3.
Wizz Air Holdings Plc Annual report and accounts 2015
104
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
26. Trade and other payables
Current liabilities
Trade payables
Other trade payables
Accrued expenses
Total trade and other payables
27. Deferred income
Non-current financial liabilities
Deferred income
Current financial liabilities
Unflown revenue
Other
2015
€ million
2014
€ million
38.6
6.2
79.1
123.9
48.3
5.6
66.8
120.7
2015
€ million
2014
€ million
74.2
53.7
143.5
9.1
152.6
206.3
Total deferred income
Non-current deferred income represents the value of benefit for the Group coming from assets (cash credits
and free aircraft components) received from aircraft and certain component suppliers for nil consideration,
that will be recognised as a credit (an aircraft rentals expenses decreasing item) on a straight-line basis over
the lease term of the respective asset.
175.9
12.8
188.7
262.9
Current deferred income represents the value of tickets paid by passengers for which the flight service is yet
to be performed and the current part of the value of assets received for nil consideration.
28. Employee benefits
Share based payments
Employee share option programme (ESOP)
Share options issued during the financial year
Terms and conditions:
Number of options
Exercise price
Vesting period
Termination
2015/A
20,000
€8.39
3 years
10 years
2015/B
220,000
€13,68
3 years
10 years
2014/A
20,000
€3.10
3 years
10 years
2014/B
25,000
€7.23
3 years
10 years
There are no individual performance conditions set for the employees to exercise their options after the
three-year vesting period other than that the employees must be in employment with one of the Group
entities until and on the date of exercise of the options.
The ESOP defined also the occurrence of certain equity events as a condition to exercise. This condition was
met only with the IPO of the Company in March 2015. However, until 2015 this restriction was considered
both in the valuation of the options at grant date as a market based condition and in determining the
“effective vesting period” after which the options become exercisable without any further conditions.
The fair value of the options granted was determined by using a combination of the Binomial and the Black-
Scholes models. The following key inputs (other than the contract terms) were used in the model for the
options issued during the financial year:
2014/B
€7.23
Exercise price of the options
39%
Expected volatility of the underlying shares
€7.23
Fair value of the underlying shares as at the grant date
4 years
Expected life of the options (from grant date)
nil
Expected dividends
1.76%
Risk free interest rate
Fair value of each share option
€2.16
The expected volatility is based on the historic volatility of listed peer companies in the low-cost airline
industry segment during the years 2004 to 2011.
2015/B
220,000
39%
€13,68
4 years
nil
1.76%
€4.40
2015/A
20,000
39%
€8.39
4 years
nil
1.76%
€2.84
2014/A
€3.10
39%
€3.10
5 years
nil
1.30%
€0.16
Wizz Air Holdings Plc Annual report and accounts 2015
105
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
28. Employee benefits continued
Share based payments continued
Employee share option programme (ESOP) continued
Share options issued during the financial year continued
The fair value of the underlying equity shares of the Company as at the grant date of the options was
determined based on the average of EV/EBITDAR multiples of Ryanair and easyJet. The expected life of the
options was determined based on management’s estimate about the future exercise behaviour of the
relevant employee groups.
The Binomial model was selected to value the options, as a calculation method capable of incorporating the
probabilities of reaching the threshold for the equity value of the Group, which was the market based
condition related to the exercise of the options until the IPO happened. The basis of the Binomial calculation
was the estimation of the probability of reaching this threshold Group equity value within the period until the
(that time) estimated date of an IPO, by utilising the historic volatilities of comparable companies in the
industry. Where the outcome of the Binomial calculation was that the expected market value of the Group
does not reach the threshold by the estimated date of an IPO, the model assumed that the option would not
vest with the employees.
The options are classified as equity-settled share based payments because the Company will issue new
shares for any option exercised in the future, irrespective of the method of exercise.
The fair value of the options is recognised as an administrative expense over the estimated vesting period
with a corresponding charge to equity.
All share options in issue
The number and weighted average exercise prices of share options are as follows:
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Forfeited during the year
Outstanding at the end of the year
Exercisable at the end of the year
2015
Weighted
average
exercise price
€
2.33
13.24
2.18
2.36
4.11
2.44
2015
Number
of options
5,241,733
240,000
(3,779,287)
(35,000)
1,667,446
1,117,446
2014
Weighted
average
exercise price
€
2.26
5.39
N/A
1.88
2.33
-
2014
Number
of options
5,696,733
45,000
0
(500,000)
5,241,733
-
The range of exercise prices on options outstanding at the year end was €1.50-€13.68 (2014: €1.50-€7.23). At
the end of the financial year, the outstanding options had a weighted average outstanding contractual life of
five years and seven months (2014: four years and one month).
At the end of the 2015 financial year the estimates for the number of share options expected to vest were
updated based on actual employee turnover figures.
Including the impact of this year-end true-up, the total expense recognised for the year arising from all share
options was €148,000 expense (2014: €12,000 credit) for the Group.
Non-Executive Director share award programme
Terms and conditions of the share awards issued during the 2015 and 2014 financial years:
Number of awards
Fair value at measurement date
Purchase price
Vesting period
2015
nil
2014
37,000
€7.23
0.0001 GBP
3 years
The Directors were awarded the shares subject to restrictions such as the Directors may not sell, assign,
transfer, pledge, exchange, encumber or dispose of any of the award shares for a period of three years or
until an IPO, whichever is later.
In addition the shares would be forfeited if a Director ceases to be a Director by reason of voluntary
resignation or by removal pursuant to the articles of association of the Company before the end of the three-
year vesting period, though the Remuneration Committee of the Board has the discretion to grant
exemption from this rule on an individual basis. The fair value of such awards is equivalent to the fair value of
the shares as at the measurement date as the expected dividends are €nil.
Wizz Air Holdings Plc Annual report and accounts 2015
106
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
28. Employee benefits continued
Share based payments continued
Non-Executive Director share award programme continued
The number of share awards is as follows:
Outstanding at the beginning of the year
Granted in the year
Outstanding at the end of the year
2015
Number
of share awards
371,832
-
371,832
2014
Number
of share awards
334,832
37,000
371,832
Of the 371,832 shares 174,082 were granted during 2006–2013 to persons who were not any longer a
director of the Company at 31 March 2015.
The share awards are classified as equity-settled share based payments.
The fair value of the shares granted is recognised as an expense over the three year vesting period with a
corresponding charge to equity.
The total expense recognised for the year arising from share awards is €122,000 (2014: €120,000) for the
Group.
Under the terms of the programmes all taxes payable on share options and awards are the liability of the
recipients of these benefits; therefore, the expense recognised by the Group for share based payments does
not include provision for any current or potential future taxes.
29. Capital and reserves
Share capital
Number of shares
In issue at beginning of the year
Issued during the year for cash
Converted during the year from bonds
In issue at end of the year – fully paid
Authorised
Equity: 170,000,000 (2014: 140,000,000
ordinary shares) ordinary shares of £0.0001
each and 80,000,000 non-voting, non-
participating convertible shares of £0.0001
each
Allotted, called up and fully paid
Equity: 101,110,618 (2014: 8,740,468) shares of
£0.0001 each
– Ordinary Shares
– Convertible shares
2015
8,740,468
13,358,107
79,012,043
101,110,618
2014
8,703,468
37,000
-
8,740,468
2015
£
2015
€
2014
£
2014
€
25,000
34,415
14,000
16,947
10,111
5,228
4,883
13,574
7,019
6,555
874
874
-
946
946
-
Ordinary Shares
The holders of Ordinary Shares are entitled to receive dividends as declared and are entitled to one vote per
share at meetings of the Company.
Convertible shares
In March 2015, linked to the listing of the Company’s shares on the London Stock Exchange, certain
convertible loans and notes (including accrued interest) were converted into non-voting non-participating
“convertible shares” of the Company. There were 48,830,503 convertible shares in issue at 31 March 2015, all
fully paid. The convertible shares are held by Indigo and can be converted into Ordinary Shares of the
Company by Indigo on the condition of meeting certain criteria post conversion regarding the overall
shareholding structure of the Company.
Wizz Air Holdings Plc Annual report and accounts 2015
107
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
29. Capital and reserves continued
Capital reserves
Share premium
Share premium has two main components. €207.0 million was recognised as a result of the Group
reorganisation in October 2009. It represents the estimated fair value of the Group at the date of the
transaction. The remaining €168.1 million was recognised in 2015 as a result of new share issues. These new
share issues comprised the primary offering on the initial public offering of the Company’s shares on the
London Stock Exchange in March 2015, the conversion of some of the convertible debt instruments into
shares and the conversion of certain employee share options into shares.
Reorganisation reserve
Reorganisation reserve was recognised as a result of the Group reorganisation in October 2009. It is equal to
the difference between the fair value of the Group at the date of reorganisation (€209.0 million) and the
share capital of the Group at the same date (€16.0 million).
Equity part of convertible debt
The equity part of convertible debt in equity comprises the equity component of compound instruments
issued by the Company. The amount of the convertible debts classified as equity of €8.3 million (2014
(restated – see note 5): €11.1m) is net of attributable transaction costs of €0.5 million.
Share based payment charge
The share based payment balance of €1.7 million credit (2014: €1.4 million credit) corresponds to the
recognised cumulative charge of share options and share awards provided to the employees and Directors.
This balance is recognised directly in retained earnings.
Cash flow hedging reserve
The hedging reserve comprises the effective portion of the cumulative unrealised net change in the fair value
of cash flow hedging instruments related to hedged transactions that have not yet occurred.
Impact of the IPO
The IPO impacted the share capital related lines of the primary financial statements as follows:
Primary proceeds (net of bank commissions)
Grant price of share options exercised during the year
Other transaction costs (issuance tax and advisory fees)
Cash flow impact (net proceeds from the issue of share capital)
Conversion of convertible debt (non-cash)
Increase in share capital and share premium balances (statement of financial position)
30. Provisions for other liabilities and charges
At 1 April 2013
Capitalised within property, plant and equipment
Charged to comprehensive income
Used during the year
At 31 March 2014
Non-current provisions
Current provisions
Capitalised within property, plant and equipment
Charged to comprehensive income
Used during the year
At 31 March 2015
Non-current provisions
Current provisions
Aircraft maintenance
€ million
45.6
11.0
-
(29.7)
26.9
18.9
8.0
26.5
-
(2.8)
50.6
44.9
5.7
Other
€ million
0.7
-
0.7
(0.7)
0.7
-
0.7
-
1.5
(0.4)
1.8
-
1.8
2015
€ million
146.9
8.2
(6.0)
149.1
19.2
168.3
Total
€ million
46.3
11.0
0.7
(30.4)
27.6
18.9
8.7
26.5
1.5
(3.2)
52.4
44.9
7.5
Wizz Air Holdings Plc Annual report and accounts 2015
108
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
30. Provisions for other liabilities and charges continued
Non-current provisions relate to future aircraft maintenance obligations of the Group on leased aircraft and
spare engines. Current aircraft maintenance provisions relate to heavy maintenance obligations expected to
be fulfilled in the coming financial year. The amount of provision reflects management’s estimates of the cost
of heavy maintenance work that will be required in the future to discharge obligations under the Group’s
operating lease agreements (see Note 4). Maintenance provisions in relation to engines covered by FHA
agreements are netted off with the FHA prepayments made to the engine maintenance service provider in
respect of the same group of engines.
Other provisions relate to future liabilities under the Group’s customer loyalty programme, all within one
year.
31. Financial instruments
Fair values
The fair values of the financial instruments of the Group together with their carrying amounts shown in the
statement of financial position are as follows:
Carrying amount Fair value
2015
2015
€ million
€ million
Carrying amount
2014
(restated – see Note 5)
€ million
Fair value
2014
(restated – see Note 5)
€ million
52.9
42.4
1.0
0.4
83.4
73.6
1.0
60.7
80.3
73.6
1.0
60.7
Trade and other receivables due after
more than one year
Restricted cash
Financial assets available for sale
Derivative financial assets
Trade and other receivables due within
one year
Cash and cash equivalents
Trade and other payables due within
one year
Derivative financial liabilities
Convertible debt
Borrowings
Net balance of financial instruments
(asset)
The fair value of financial instruments that are not traded in an active market (such as long-term deposits
among the non-current other receivables) is determined by estimated discounted cash flows.
(123.9)
(81.7)
(27.3)
(4.2)
517.8
(123.9)
(81.7)
(27.3)
(4.2)
514.7
(120.7)
(3.5)
(43.2)
(20.2)
158.3
(120.7)
(3.5)
(43.2)
(20.2)
161.1
50.1
42.4
1.0
0.4
87.6
448.6
87.6
448.6
66.4
185.6
66.4
185.6
The carrying value less impairment provision of trade receivables and payables are assumed to approximate
their fair values due to the short-term nature of trade receivables and payables. Long-term financial assets
and liabilities which are classified as fair value through profit and loss are recognised on fair value.
The fair value of deposits due after more than one year is determined by discounting at a rate of interest of
three months’ USD LIBOR rate prevailing on the last day of the financial year.
The fair value of long-term other assets is determined by discounting at a rate of interest of four years’ USD
swap rate prevailing on the last day of the financial year.
The fair value of derivative financial instruments is based on their actual mark-to-market evaluation of the
financial institutions.
During the year €7.2 million loss (2014: €2.1 million loss) was realised on derivative financial assets and
liabilities in the income statement.
During the year €26,000 gain (2014: €nil) has been realised on financial assets available for sale.
Wizz Air Holdings Plc Annual report and accounts 2015
109
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
31. Financial instruments continued
Effective interest rates analysis
Interest-bearing financial liabilities
The following table indicates the effective interest rate of the interest-bearing liabilities of the Group on the
statement of financial position date and the periods in which they mature. Convertible loans and notes are
denominated in EUR, while the other short-term loans are denominated in USD.
Effective
interest
rate
2015
Total Within
one year
One to
two years
Two to
ten years
Effective
interest
rate
2014 (restated – see Note 5)
Total Within
one year
One to
two years
Two to
five years
Convertible notes
Convertible loans
Commercial loans (PDP)
Finance lease liability
% € million € million € million € million
27.0
0.3
-
-
-
-
3.4
0.4
27.3
-
-
4.2
-
-
-
0.4
7.4%
-
6.1%
8.4%
% € million € million € million € million
-
31.1
-
12.1
-
15.7
3.8
0.3
31.1
12.1
15.7
4.5
-
-
-
0.4
7.4%
7.4%
6.1%
8.4%
Interest earning financial assets
The Group invests excess cash in a conservative way, primarily in AAA-rated money market funds and also in
short-term time deposits on market rate.
32. Financial guarantees
The Company has provided parent guarantees to certain lessors of its aircraft fleet, to guarantee the
performance of its airline subsidiaries under the respective lease contracts.
The Company has provided parent guarantees to certain hedging counterparties, to guarantee the
performance of Wizz Air Hungary Kft, under the respective hedge contracts.
The convertible notes are secured through a deed of guarantee between Wizz Air Hungary Kft (as
guarantor) and Indigo Hungary LP (as security agent), pursuant to which Wizz Air Hungary Kft, inter alia,
guarantees to Indigo Hungary LP the punctual performance by, inter alia, the Company of its obligations the
current note purchase agreement.
33. Lease commitments
The total future minimum lease payments under non-cancellable operating lease rentals are as follows:
2015
€ million
2014
€ million
Payments due:
141.8
Within one year
600.6
Between one and five years
426.4
More than five years
1,168.8
Total operating lease commitments
The above table includes also the lease costs of those aircraft that are not yet delivered but for which the
lease contract was already signed before the statement of financial position date.
218.7
817.7
455.8
1,492.2
The lease payments are not subject to future escalation, but five of the lease contracts are on floating rate
and thus the lease payments for these vary with the USD market rates of interest.
In December 2012 the Group signed an agreement with a third party to open a new crew training centre in
Budapest in April 2013. The new Wizz Air training centre, operated by the third party, features a modern
A320 full flight simulator, aircraft cabin mock-up facilities and a fire fighting trainer. The contract includes a
commitment for the Group to pay a rent to the operator of the centre during the ten-year term of the
contract.
Part of the commitment has been classified as finance lease and the remainder as operating lease. The
amount of commitment that relates to the operating lease is included in the figures above.
Wizz Air Holdings Plc Annual report and accounts 2015
110
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
34. Capital commitments
At 31 March 2015 the Group had the following capital commitments:
E
E
commitment to purchase 56 Airbus aircraft of the A320 family in the period 2015–2018. The
commitment is valued at USD 5.9 billion (€5.5 billion) at list prices in 2015 USD terms (as at 31 March
2014: USD 6.9 billion (€5.0 billion), valued at 2014 list prices). As at the date of approval of this
document seven of the 56 aircraft are covered by sale and leaseback agreement; and
commitment to purchase seven IAE aircraft spare engines in the period 2015–2018. The commitment is
valued at USD 74.6 million (€69.6 million) at list prices in 2015 USD terms (as at March 2014: USD 72.6
million (€52.8 million), valued at 2014 list prices). As at the date of approval of this document the seven
engines are not yet financed.
35. Contingent liabilities
Legal disputes
The European Commission started an in-depth investigation into Wizz Air Hungary’s (WAH) contractual
arrangements with Timisoara airport (TSR) in May 2011. The European Commission’s preliminary decision,
published in September 2011, considered that these contracts might involve an element of state aid. WAH
then made a detailed submission to the European Commission, supported by expert economic analysis,
which showed that its contractual arrangements were legitimate commercial arrangements that were
justified both from a legal and economic perspective.
Independently, during 2012 and 2013 Carpatair initiated a number of court cases against TSR in the
Romanian domestic courts, alleging (amongst other things) state aid in favour of WAH as a result of the
published airport charges which provide for volume discounts. WAH is intervening as an interested party in
each of these cases and is submitting its own defence in support of TSR. Crucially, WAH believes that other
operators at TSR would have been able to take advantage of the same scheme of discounts but that this was
not taken into account. One of these cases made a finding of state aid, without the benefit of any evidence.
Given that the courts did not consider any expert economic evidence, the courts as yet have been unable to
quantify the amount of the alleged but disputed state aid.
Management estimates that the maximum potential exposure could be in the region of €9.0 million. No
provision has been made by the Group in relation to these issues because there is currently no reason to
believe that the Group will incur charges from these cases.
36. Subsequent events
There were no matters arising, between the statement of financial position date and the date on which these
financial statements were approved by the Board of Directors, requiring adjustment or disclosure in
accordance with IAS 10, ‘Events after the reporting period’, other than the following:
The Company announced in March 2015 that it will discontinue the operations of its Ukrainian airline
subsidiary, Wizz Air Ukraine Airlines LLC. Wizz Air Ukraine Airlines LLC stopped flying from 20 April 2015
and its two aircraft are being de-registered from the Ukrainian operating licence and are being registered to
the Hungarian operating licence of Wizz Air Hungary. Consequently Wizz Air Ukraine Airlines LLC will lose its
airline operating licence.
37. Related parties
Identity of related parties
Related parties are:
E
Indigo Hungary LP and Indigo Maple Hill LP (collectively referred to as “Indigo” here), because it
appointed four directors to the Board of Directors (of these, three were in service at 31 March 2015);
E DCII (Malta) Limited, because it appointed one Director to the Board of Directors (not in service at 31
March 2015); and
E
key management personnel (Directors and officers).
These related parties held 20.5 per cent. of the voting shares of the Company at 31 March 2015 (2014: 69.8
per cent.).
Wizz Air Holdings Plc Annual report and accounts 2015
111
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
37. Related parties continued
Transactions with related parties
There were no transactions with related parties during the fiscal year except as indicated below.
Transactions with Indigo
At 31 March 2015 Indigo held 6,740,633 of Ordinary Shares (equal to 12.9 per cent. of the Company’s issued
share capital) and 48,830,503 of Convertible Shares of the Company (2014: nil).
Indigo has interest in convertible debt instruments issued by the Company (see Note 25). The Company’s
liability to Indigo, including principal and accrued interest, was €27.3 million at 31 March 2015 (2014: €37.7
million).
During the year ended 31 March 2015 the Company entered into transactions with Indigo as follows:
E
Indigo converted into the Company’s Ordinary Shares all of their convertible loans and convertible
notes, with the exception of convertible notes with a principal amount of €26.3 million that remained
outstanding. As a result of these conversions Indigo acquired 10,244,633 of Ordinary Shares and
48,830,503 of Convertible Shares of the Company.
E The Company recognised interest expense on convertible debt instruments held by Indigo in the
amount of €3.9 million (2014: €5.2 million); and
E Fees of €0.1 million (2014: €0.1 million) were paid to Indigo in respect of the remuneration of Directors
who were delegated by Indigo to the Board of Directors of the Company.
E The Company entered into a relationship agreement with Indigo dated 24 February 2015. The key terms
of this relationship agreement are set out in the governance section on pages 34 to 35.
Transactions with key management personnel
Officers (members of executive management) and Directors of the Board are considered to be key
management personnel. The compensation of key management personnel, including Non-Executive
Directors, is as follows:
2014
€ million
5.1
Salaries and other short-term employee benefits
0.6
Social security costs
0.1
Share based payments
0.2
Amounts paid to third parties in respect of Directors’ service
6.0
Total key management compensation expense
Social security costs increased primarily because of the vesting of the share options held by the Officers, and
the exercise of most of these options. These costs were not accrued earlier during the vesting period of the
options because until 2014 it was not assumed that Swiss social security would apply to the exercise of most
of these options.
2015
€ million
6.0
3.2
0.2
0.2
9.6
During 2015 the Company and one of its subsidiaries provided loans to four out of the six Officers of the
Group, including to the Chief Executive Officer. The purpose of the loans was to enable these employees to
exercise their share options by buying the respective shares before the end of 2014, so that they can take
advantage of preferential tax rules last available in Switzerland in 2014.
The amount of the loans provided to Officers was €8.5 million, secured by the shares purchased. The loan
tranches were provided between December 2014 and February 2015 and repaid in March 2015. The interest
rate on the loans was 1.50% per annum that was considered to be the market rate of interest in Switzerland
for similar loans. Altogether €22,000 interest was paid by the Officers on repayment.
Wizz Air Holdings Plc Annual report and accounts 2015
112
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
38. Ultimate controlling party
In the opinion of the Directors there is no individual controlling party in relation to the Company's issued
Ordinary Shares.
As at 21 April 2015 approximately 58% of the Ordinary Shares in the Company were owned by Qualifying
Nationals. Shareholders and potential investors are reminded that the Group’s Hungarian operating licence
depends, inter alia, on Qualifying Nationals owning more than 50 per cent. of the Ordinary Shares. The
Company’s articles of association enable the Directors to take action to ensure that the amount of Ordinary
Shares held by Non-Qualifying Nationals does not reach a level which could jeopardise the Group’s
entitlement to continue to hold or enjoy the benefit of any operating license which benefits the Group.
Qualifying Nationals include: (i) EEA Nationals, (ii) nationals of Switzerland and (iii) in respect of any
undertaking, an undertaking which satisfies the conditions as to nationality of ownership and control of
undertakings granted an operating licence contained in Article 4(f) of the Air Services Regulation, as such
conditions may be amended, varied, supplemented or replaced from time to time, or as provided for in any
agreement between the EU and any third country (whether or not such undertaking is itself granted an
operating licence).
A Non-Qualifying National is any person who is not a Qualifying National in accordance with the definition
above.
39. Unaudited financial information published during the year
During the year the Group disclosed in its Prospectus (published on 25 February 2015) the following
unaudited financial information, that is reproduced here in full:
a) Certain capacity, operating and key financial data for the nine months ended 31 December 2014 and 2013,
Apr–Dec 2014
(unaudited)
654,421
337,479
991,900
60,055
313,385
14,717
48,403
101,110
227,725
27,786
22,865
816,046
175,854
17.7%
–
175,854
8,209
184,063
(6,177)
177,886
Passenger ticket revenue (€’000)
Ancillary revenue (€’000)
Total revenue (€’000)
Staff costs (€’000)
Fuel costs (€’000)
Distribution and marketing (€’000)
Maintenance, materials and repairs (€’000)
Aircraft rentals (€’000)
Airport, handling and en-route Charges (€’000)
Depreciation and amortisation (€’000)
Other expenses (€’000)
Total operating expenses (€’000)
Operating profit (before exceptional items) (€’000)
Operating profit margin (%)
Exceptional items (€’000)
Operating profit (€’000)
Net financing costs (€’000)
Profit before income tax (€’000)
Income tax expense (€’000)
Profit for the period (€’000)
Adjustments (exclusions):
Unrealised FX (gain)/loss: (€’000)
Time value of open hedge positions: (€’000)
Exceptional item (gain)/loss: (€’000)
Underlying net profit (€’000)
EBITDAR (before exceptional items) (€’000)
EBITDAR Margin (%)
Other key metrics
Passengers (m)
CASK (€ cents)
CASK ex-ownership (€ cents)
Unrestricted cash (€m)
Source: All measures in the table above are extracted from management accounts and internal financial and operating
reporting systems and are unaudited.
(10,499)
(12,860)
2,474
157,001
304,750
30.7%
12.7
3.65
3.08
320
Apr–Dec 2013
(unaudited)
534,717
279,235
813,952
50,851
278,572
14,257
37,694
84,072
193,321
17,970
18,579
695,316
118,636
14.6%
–
118,636
(8,347)
110,289
(2,948)
107,341
2,440
–
–
109,781
220,678
27.1%
10.8
3.74
3.19
152
Wizz Air Holdings Plc Annual report and accounts 2015
113
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
39. Unaudited financial information published during the year continued
b) Selected unaudited historical quarterly financial and operating data for the four quarters of the financial
year ended 31 March 2014 and for the first three quarters of the financial year ended 31 March 2015:
FY 2014
(unaudited)
Quarter ended
Quarter ended
Quarter ended
30 June 2013 30 September 2013 31 December 2013
(€’000)
143,619
81,326
224,945
87,742
137,163
224,905
40
Passenger ticket revenue
Ancillary revenue
Total revenue
Fuel costs
Other expenses
Total operating expenses
Operating profit
Other key metrics
Total ASKs (’000 km)
RPKs (’000 km)
Source: All measures in the table above are extracted from management accounts and internal financial and operating
reporting systems and are unaudited.
(€’000)
242,970
113,311
356,281
103,234
147,234
250,468
105,813
(€’000)
148,128
84,598
232,726
87,596
132,347
219,943
12,783
6,691,013
6,004,190
5,925,043
5,146,441
5,967,554
5,002,611
Quarter ended
31 March 2014
(€’000)
124,003
73,861
197,864
82,003
130,969(1)
212,972(1)
(15,108)(1)
5,801,421
4,713,790
Note
(1) Excluding €6,256,000 exceptional credit (refund from card acquirer) in the quarter ended 31 March 2014.
Quarter ended
FY 2015
(unaudited)
Quarter ended
Quarter ended
30 June 2014 30 September 2014 31 December 2014
(€’000)
166,493
98,107
264,600
92,190
162,403
254,593
10,007
(€’000)
294,977
137,171
432,148
119,783
179,448
299,231
132,917
(€’000)
192,951
102,201
295,153
101,412
160,810
262,222
32,931
Passenger ticket revenue
Ancillary revenue
Total revenue
Fuel costs
Other expenses
Total operating expenses
Operating profit
Other key metrics
Total ASKs (’000 km)
RPKs (’000 km)
Source: All measures in the table above are extracted from management accounts and internal financial and operating
reporting systems and are unaudited.
8,243,829
7,438,576
7,166,210
6,247,691
6,930,347
5,859,747
There have been no changes to the unaudited financial information that was published in the Prospectus.
Wizz Air Holdings Plc Annual report and accounts 2015
114